Mr. Timothy Turner reports

UNITED HUNTER ANNOUNCES ENTERING INTO LETTER OF INTENT TO ACQUIRE BOCANA RESOURCES LTD.

United Hunter Oil & Gas Corp. has signed a non-binding letter of intent dated Aug. 7, 2020, with Bocana Resources Ltd., a private company incorporated under the Canada Business Corporations Act, which sets forth the general terms and conditions of a proposed reverse takeover transaction. In addition and in connection with the proposed transaction, the parties have agreed to use their commercially reasonable efforts to cause United Hunter Oil or Bocana to complete a private placement of common shares at a price of at least 10 cents, in accordance with Subsection 4.2(h) of Policy 5.4 of the TSX Venture Exchange.

The proposed transaction will, pursuant to the policies of the exchange, constitute a reverse takeover of the company. The corporation resulting from the proposed transaction will carry on the business of Bocana as currently constituted and be listed for trading on the exchange as a Tier 2 mining issuer and the Frankfurt Stock Exchange under the name Bocana Resources Gold and Silver Corp., or such other name as the parties may agree.

Pursuant to the terms of the LOI, it is intended that United Hunter Oil and Bocana will enter into a business combination by way of a share exchange, merger, amalgamation, arrangement or other similar form of transaction. The final structure of the business combination is subject to receipt by the parties of tax, corporate and securities law advice and will be agreed to and superseded by a definitive agreement between United Hunter Oil and Bocana, with such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature. In addition, upon execution of the LOI, United Hunter Oil advanced to Bocana an unsecured loan in the principal amount of $20,000, in accordance with Section 6.1 of Policy 5.2 of the exchange.

The proposed transaction is subject to, among other details, final approval of the exchange and standard closing conditions, including the conditions described herein.

About Bocana Resources Ltd.

Bocana Resources is a private corporation incorporated under the CBCA and carrying on business as a mineral exploration company focused on the acquisition, exploration and development of mineral properties in Bolivia. Bocana, through its wholly owned subsidiary, Huiracocha International Service SRL, holds a 100-per-cent working interest in the mineral properties known as the Escala area concessions, located in the department of Potosi, Sud Lipez province, Bolivia, and has pending additional applications with Corporacion Minera de Bolivia to acquire the mining rights to two additional concession areas also located in Sud Lipez province, Bolivia.

Summary of the proposed transaction

Preclosing capitalization of Bocana

As of the date hereof, Bocana has: (i) 50,585,200 common shares issued and outstanding; (ii) 3,417,500 warrants to acquire 3,417,500 Bocana shares; and (iii) 417,000 common share purchase brokers' warrants to acquire 417,000 Bocana shares. Bocana will conclude an open private placement offering of up to five million Bocana shares at 10 cents per Bocana share to raise gross proceeds of up to $500,000. As a condition to completion of the proposed transaction and prior to the proposed private placement, Bocana will complete the Bocana offering.

Preclosing capitalization of United Hunter Oil

As of the date hereof, United Hunter Oil has: (i) 24,755,375 common shares issued and outstanding; and (ii) 1.4 million outstanding stock options to acquire 1.4 million United Hunter Oil shares.

The United Hunter Oil shares are currently listed on the TSX-V under the symbol UHO. The United Hunter Oil shares are currently halted from trading and are expected to remain halted pending the completion of the proposed transaction.

Terms of the proposed transaction

The LOI serves as an agreement in principle concerning a business combination between United Hunter Oil and Bocana that will result in a reverse takeover of United Hunter Oil. The proposed transaction will take the form of a business combination between United Hunter Oil and Bocana, whereby the United Hunter Oil securities and Bocana securities will be exchanged on a 1:1 basis for an equivalent security of the resulting issuer (other than Bocana shares or United Hunter Oil shares held by shareholders that exercise their dissent rights, if applicable).

Under the terms of the LOI, it is anticipated that Bocana and United Hunter Oil will enter into the definitive agreement, pursuant to which the proposed transaction will be completed by way of a plan of arrangement, amalgamation or alternative structure to be determined, the final structure of which will be subject to receipt by the parties of relevant tax, corporate and securities law advice.

The completion of the proposed transaction is also subject to several other conditions set out in the LOI, including: approval by the directors of the company and Bocana; satisfactory completion of due diligence; regulatory approval; and shareholder approval. A more comprehensive news release will be issued by United Hunter Oil disclosing details of the proposed transaction, including financial information respecting Bocana, the names/backgrounds of all persons who will constitute insiders of the resulting issuer and information respecting sponsorship, once an agreement has been finalized and certain conditions have been met, including:

1. Satisfactory completion of due diligence;
2. Execution of the definitive agreement.

Tim Turner, chief executive officer and a director of United Hunter Oil, owns approximately 15.57 per cent of the outstanding Bocana shares. As a result of his position as a director and officer of United Hunter Oil and ownership interest in Bocana, the proposed transaction will both constitute a non-arm's-length transaction, as defined by the policies of the exchange, and a related party transaction, pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company will be seeking majority of the minority approval of the proposed transaction at a meeting of United Hunter Oil shareholders. Trading in the United Hunter Oil common shares has been halted and is not expected to resume trading until the proposed transaction is completed, or until the exchange receives the requisite documentation to resume trading.

The company has requested a halt in the trading of its common shares, and, pursuant to the rules of the exchange, the halt in trading is expected to continue until the completion of the proposed transaction. Sponsorship pursuant to the rules of the TSX-V may be required, and United Hunter Oil plans to apply for a waiver. The company has not yet engaged a sponsor.

Summary of the proposed private placement

Pursuant to the LOI, the parties have agreed to use their commercially reasonable efforts to cause Bocana or United Hunter Oil to complete a the proposed private placement of common shares at a price per common share of at least 10 cents to meet the valuation requirements set out in Subsection 4.2(h) of Policy 5.4 of the exchange. The parties may engage an agent or a syndicate of agents for the proposed private placement. A commission may be paid to the agents or to individual registrants (including selling group members). The agents may also be granted brokers' warrants of the number of private placement common shares sold by the agents (including selling group members) in the proposed private placement, with each broker's warrant entitling the holder thereof to purchase one common share of the resulting issuer at a price equal to the price paid per private placement common share for a period of 12 months from the closing of the proposed transaction. Further particulars of the proposed private placement will be disseminated in a news release to be issued upon finalization of its terms.

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to: execution of a binding definitive agreement relating to the proposed transaction; exchange acceptance; and, if applicable, disinterested shareholder approval. Where applicable, the proposed transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the proposed transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a United Hunter Oil should be considered highly speculative.

We seek Safe Harbor.