United Hunter Oil & Gas Corp. ("
UHO" or the
"
Corporation") (TSX Venture Exchange: UHO)
(Frankfurt: 18U1), is pleased to provide an update as to the status
of the financials and geophysical work being done on the previously
announced amalgamation agreement ("
Transaction")
with Bocana Resources Ltd. ("
Bocana") (together
Bocana and UHO referred to as the "
Resulting
Issuer").
Further to the news release announcing the
closing of the non-brokered offering on April 12, 2021, Bocana has
largely completed its required audited statements for the purposes
of the Transaction. This includes the audits of both Bolivian
entities (Huiracocha International Service, SRL and Inversiones
Bocana S.A.), along with Bocana and UHO, and the consolidated
financials of the Resulting Issuer. Additionally, this week, Bocana
and UHO submitted the initial documents for the purposes of the
Transaction, together with a draft joint information circular to
the TSX Venture Exchange ("Exchange") for their
initial review of the proposed Transaction.
The draft joint information circular entitled
"Notice of Annual and Special Meeting of the Shareholders and Joint
Information Circular with Respect to a Proposed Amalgamation
involving United Hunter Oil & Gas Corp. and Bocana Resources
Ltd." and the accompanying supporting documentation, will be
reviewed by the Exchange over the next several weeks and the
Exchange will provide any comments back to the parties for further
review and consideration prior to filing the joint information
circular on SEDAR (www.sedar.com), which will contain details
regarding the Transaction, the amalgamation, the private placement,
UHO, Bocana and the Resulting Issuer.
Completion of the proposed Transaction is
subject to a number of conditions precedent, including, but not
limited to, (i) shareholder approval from both Bocana and UHO
shareholders; and (ii) acceptance by the Exchange and receipt of
other applicable regulatory approvals. There can be no assurance
that the Transaction will be completed as proposed or at all.
Shareholder approval is required with respect to
the Transaction under the rules of the Exchange and applicable
corporate statutes. In the event any of the conditions set forth
above are not completed or the Transaction does not proceed, the
Corporation will notify shareholders. Trading in the common shares
of the Corporation will remain halted and is not expected to resume
trading until the Transaction is completed or until the Exchange
receives the requisite documentation to resume trading.
Additionally, Bocana has commenced an induced
polarization (IP) geophysical survey on the Escala Project in
south-west Bolivia. The Escala Project consists of 4 concessions
covering 4000 hectares with known near surface porphyry style
gold/silver and vein hosted silver/lead/zinc. Historic IP surveys
were limited in areal extent but did indicate the presence of
extensive sulphide mineralization associated with an intrusive
complex. Bocana's IP survey will entail approximately 88-line
kilometres and will cover all known areas of mineralization with
the purpose of the survey to determine the extent of the sulphide
mineralization and spatial relationship of the various known zones
to each other. The survey is being undertaken by Fractal Services
De Ingenieria of Santa Cruz, Bolivia and is anticipated to take 2
months to complete.
While the audits that were overseen and
reviewed, included two languages, three different currencies and
four entities, Bocana and United Hunter are aware that it has taken
much longer than the management of both entities originally
anticipated. However, Bocana is very pleased to report the progress
made to date and looks forward to seeing the results of our onsite
geophysical work for the Escala area concessions and the comments
back from the Exchange in the coming weeks.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities in
any jurisdiction.
For further information, please contact:
Timothy J. TurnerChief Executive OfficerUnited Hunter Oil
& Gas Corp.Telephone: + 1 (713) 858-3329Email:
Info@unitedhunteroil.com |
Rodney StevensExecutive ChairmanBocana Resources
Ltd.Email: rstevens@bocanaresources.com |
ANY SECURITIES REFERRED TO HEREIN WILL
NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933
ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A
U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO
COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S.
SECURITIES LAW.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release. The Exchange has in no way passed upon
the merits of the Transaction and has neither approved nor
disapproved the content of this press release.
The information contained or referred to in this
press release relating to Bocana has been furnished by Bocana.
Although United Hunter has no knowledge that would indicate that
any statement contained herein concerning Bocana is untrue or
incomplete, neither United Hunter nor any of its respective
directors or officers assumes any responsibility for the accuracy
or completeness of such information.
Completion of the Transaction is subject to a
number of conditions, including but not limited to, Exchange
acceptance, receipt of requisite regulatory approvals, and if
applicable pursuant to Exchange requirements, majority of the
minority shareholder approval. Where applicable, the Transaction
cannot close until the required shareholder approvals, and any
ancillary matters thereto, are obtained. There can be no assurance
that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as
disclosed in the joint management information circular to be
prepared in connection with the Transaction, any information
released or received with respect to the Transaction may not be
accurate or complete and should not be relied upon.
This forward-looking information in respect of
United Hunter and Bocana reflects United Hunter's or Bocana's, as
the case may be, current beliefs and is based on information
currently available to United Hunter and Bocana, respectively, and
on assumptions United Hunter and Bocana, as the case may be,
believes are reasonable. These assumptions include, but are not
limited to, management's assumptions about the Exchange approval
for the Transaction, closing of the Private Placement, closing of
the business combination announced above and Bocana's assumptions
regarding its business objectives.
Forward-Looking Information Cautionary
Statement
This release includes forward-looking statements
regarding United Hunter, Bocana, the Resulting Issuer and their
respective businesses, which may include, but is not limited to,
statements with respect to the completion of the Transaction, the
ability to obtain regulatory and shareholder approvals and other
factors and the timing and results of the induced polarization
geophysical survey. Often, but not always, Forward-looking
statements can be identified by the use of words such as "plans",
"is expected", "expects", "scheduled", "intends", "contemplates",
"anticipates", "believes", "proposes", "estimates" or variations of
such words and phrases, or state that certain actions, events or
results "may", "could", "would", "might" or "will" be taken, occur
or be achieved. Such statements are based on the current
expectations of the management of each entity. The forward-looking
events and circumstances discussed in this release, including
completion of the Transaction, may not occur by certain specified
dates or at all and could differ materially as a result of known
and unknown risk factors and uncertainties affecting the companies,
including the risk that Bocana and United Hunter may not obtain all
requisite approvals for the Transaction, including the approval of
the Exchange for the Transaction (which may be conditional upon
amendments to the terms of the Transaction), shareholder approval
of the Transaction, risks of the resource industry, failure to
obtain regulatory or shareholder approvals, economic factors, any
estimated amounts, the equity markets generally and risks
associated with growth, exploration and development. Although
United Hunter and Bocana have attempted to identify important
factors that could cause actual actions, events or results to
differ materially from those described in forward-looking
statements, there may be other factors that cause actions, events
or results to differ from those anticipated, estimated or intended.
No forward-looking statement can be guaranteed. Except as required
by applicable securities laws, forward-looking statements speak
only as of the date on which they are made and United Hunter and
Bocana undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events, or otherwise.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this news release.
Qualified Person
Lorne Warner, P.Geo of the Company is a
qualified person as defined by National Instrument 43-101 and has
reviewed and approved the scientific and technical disclosure in
this news release.
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