20:41:36 EST Fri 02 Dec 2022
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United Hunter Oil shareholders approve Bocana deal

2022-11-07 11:41 ET - News Release

Mr. Timothy Turner reports


At United Hunter Oil & Gas Corp.'s annual and special meeting of shareholders held earlier today, shareholders of United Hunter Oil & Gas voted in favour of the resolutions necessary to give effect to the amalgamation under the Business Corporations Act (Alberta) with Bocana Resources Ltd.

The resolution in respect of the Amalgamation was approved by 100% of votes cast by UHO shareholders. UHO shareholders also approved all of the annual meeting matters set forth in the notice of meeting for the shareholder meeting and the disinterested UHO shareholders also approved the Management Fee Debt Conversion. Additionally, the shareholders of Bocana also approved the Amalgamation at their meeting of shareholders.

As announced by the Corporation in prior news releases, assuming the Amalgamation is completed, then under the terms of the Amalgamation:

The shareholders of UHO will received 1 share of the resulting issuer for each 1.6877 UHO shares held immediately prior to the effective time;

The shareholders of Bocana will receive 1 share of the resulting issuer for each 1 Bocana share held immediately prior to the effective time;

The holders of UHO options and warrants will received one equivalent option or warrant, as applicable, for each 1.6877 UHO options or warrants held immediately prior to the effective time; and

The holders of Bocana warrants will receive 1 warrant of the resulting issuer for each 1 Bocana warrant held immediately prior to the effective time.

The Amalgamation remain subject to a number of closing conditions, as described in the Information Circular in respect of the Amalgamation, which is available on SEDAR under UHO's SEDAR profile at www.sedar.com

Debt Settlement

As described in the Circular, UHO Shareholders were asked to consider the approval of a debt settlement to Mr. Timothy J. Turner and Mr. Miles Nagamatsu (the "Insiders"), the Chief Executive Officer and Chief Financial Officer, respectively, of the Corporation (the "Insider Debt Settlement").

Disinterested UHO shareholders approved the Insider Debt Settlement and accordingly, the Corporation will issue an aggregate of 5,089,776 UHO common shares to the Insiders for an aggregate debt settlement of $305,386.00, subject to final approval of the TSX-V.

The Insider Debt Settlement is exempt from the valuation requirements of Multilateral Instrument 61-101 ("MI 61-101") by virtue of the exemptions contain in sections 5.5(a) of MI 61-101 in that the fair market value of the consideration for the securities of the Company issued to insiders does not exceed 25% of its market capitalization.

An additional 41,667 UHO common shares will also be issued to an arm's length third party for an aggregate debt settlement of $2,500.00, subject to final approval of the TSX-V.

Mr. Turner, CEO of the Corporation stated: "I would like to thank the shareholders, directors, and all of our partners for their commitment in getting this transaction to this point. We are very pleased with the strategic Amalgamation between United Hunter and Bocana Resources and we look forward to Bocana Resources' growth and value creation in the upcoming year."

We seek Safe Harbor.

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