Mr. Timothy Turner reports
UNITED HUNTER OIL & GAS CORP. ANNOUNCES UPDATES REGARDING SHAREHOLDER MEETING AND TRANSACTION WITH BOCANA RESOURCES LTD.
United Hunter Oil & Gas Corp. has updated its shareholders and has provided certain supplemental information with respect to the status of the previously announced transaction with Bocana Resources Ltd., whereby United Hunter and Bocana intend to complete an amalgamation and continue the business of Bocana under the name Bocana Resources Corp. Terms not otherwise defined shall have the same meanings as in the joint information circular.
As previously announced, the meeting of the shareholders of United Hunter is scheduled to be held on Nov. 4, 2022, at 10 a.m. Calgary time, to approve the amalgamation agreed to pursuant to the amalgamation agreement dated March 26, 2021, as amended, between the corporation and Bocana. The deadline for United Hunter shareholders to submit their proxies or voting instructions to vote on the amalgamation is 10 a.m. Calgary time on Nov. 2, 2022.
The amalgamation agreement
The corporation wishes to clarify that the delay in calling the United Hunter meeting to consider, among other things, the amalgamation was due to completion of the interim and audited consolidated financial statements for Bocana, as well as delays due to obtaining approval of the TSX Venture Exchange, which includes the updated National Instrument 43-101 report. Notwithstanding the delays in calling the meeting, no material transaction terms were amended (other than the extension of the termination deadline), and the board of directors of United Hunter, whose members did not change, unanimously resolved that the amalgamation was in the best interests of United Hunter and its shareholders.
TSX Venture Exchange approval
On Oct. 6, 2022, the exchange provided conditional approval of the amalgamation and other items described in the circular, including the insider debt settlement. The approval remains subject to a number of conditions customary for a transaction of this nature, including shareholder approval.
Background to the amalgamation
The board continues to affirm its position on the amalgamation and its desire to continue to move forward with it given the recent history of United Hunter in trying to raise funds for oil and gas opportunities. Over the past several years, United Hunter has worked on several opportunities for either partnerships or ownership of fields/projects in both the domestic U.S. and international arenas, all of which were rejected for several reasons, including, but not limited to, lack of definitive reserves, cash requirements and environmental risks. The board looked at several of the most recent opportunities that were reviewed by management and the reasons why they were not successful in the lead-up to the amalgamation.
United Hunter had also explored several joint venture opportunities with several entities which were ultimately terminated for various reasons. With the termination of the most recent agreement, management of both United Hunter and Bocana started discussions on a transaction and involved the boards of both companies, in May of 2020, a description of which can be found on page 55 of the circular.
The board met quarterly since the initial letter of intent with Bocana was signed in August of 2020 to review the terms and conditions of the proposed amalgamation. The board was provided with copies of the various agreements to review and comment on the same. The board discussed the exchange ratio of 1.6877 United Hunter common shares for each share of the resulting issuer, and determined that such ratio presented a fair value for United Hunter based in part on the assets of United Hunter and additionally that such ratio would be equivalent to the price of the financing of subscription receipts proposed under the amalgamation. In considering this valuation, the board considered and discussed the benefits of the amalgamation, and, in particular, considered: (i) that the United Hunter shareholders would receive shares of the resulting issuer, which are expected to have greater liquidity than the United Hunter shares previously held; (ii) the prospective, economic and market conditions affecting the business of United Hunter; (iii) the historical information regarding the trading prices of United Hunter shares; and (iv) the combined business which results from the amalgamation will have significantly greater financial and business resources which may provide the combined business with greater prospects for future growth and increased creditworthiness. In reaching its conclusion, the board also had regard for a number of terms of the amalgamation, including that the amalgamation must be approved by 66-2/3rds per cent of the votes cast by United Hunter shareholders.
Any issues that arose in the discussions, such as conflicts of interest, were addressed, conflicted parties abstained from voting on particular conflicted items and the desire of the board's direction was followed. There were no contrary views or material disagreements from the board regarding the terms of the amalgamation.
Insider debt settlement
As described in the circular, United Hunter shareholders are being asked to consider the approval of a debt settlement to Timothy J. Turner and Miles Nagamatsu, the chief executive officer and chief financial officer, respectively, of the corporation. The corporation confirms to shareholders that the price of the shares proposed to be issued to the insiders was ascribed to the debt settlement so that the price of the United Hunter shares to be issued was at a price equivalent to the transaction price to the amalgamation, without any warrants being issued to either insider. The United Hunter shares issued pursuant to the insider debt settlement will be issued prior to the completion of the amalgamation and will be subject to the same exchange ratio as other shares of United Hunter. As described in the circular, the board unanimously approved the insider debt settlement with both of the insiders abstaining.
Any questions or requests for further information regarding the United Hunter meeting should be directed to the corporation at firstname.lastname@example.org.
We seek Safe Harbor.
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