Bocana Resources Corp. (formerly United Hunter Oil & Gas Corp.) is pleased to announce that it has completed its previously announced reverse takeover transaction in accordance with the TSX Venture Exchange (the "TSXV") Policy 5.2 – Changes of Business and Reverse Takeovers (the "Transaction"). The Transaction was completed pursuant to the terms of an amalgamation agreement dated March 26, 2021, as amended, between Bocana Resources Ltd. (the "Target") and United Hunter Oil & Gas Corp. ("UHO") (the "Agreement").
The Transaction
The Transaction was completed by way of an amalgamation between Target and UHO, amalgamated under the laws of Alberta (the "Amalgamation"). Prior to the amalgamation, UHO and Target each completed a continuance into Alberta (the "Continuance"). In connection with the completion of the Amalgamation, the resulting issuer was renamed "Bocana Resources Corp". Pursuant to the terms of the Agreement, the outstanding shares and warrants of UHO were exchanged for shares and warrants, respectively, of Bocana on the basis of one Bocana security for every 1.6877 securities of UHO. Additionally, each holder of a security of the Target was issued one security of Bocana. Further details regarding the Transaction can be found in the information circular dated September 30, 2022 and filed under Bocana's profile on SEDAR at www.sedar.com (the "Information Circular").
Following the completion of the Amalgamation, the Company has 101,227,687 common shares issued and outstanding (the "Resulting Issuer Shares"). In connection with the Amalgamation, the Resulting Issuer Shares have a deemed price of $0.10 per Resulting Issuer Share. Additionally, the Company has convertible securities issued and outstanding: (i) 711,027 options to purchase Resulting Issuer Shares; (ii) 30,951,507 warrants to purchase Resulting Issuer Shares; and (iii) 2,967,964 broker warrants to purchase Resulting Issuer Shares. For further details regarding the capitalization of the Company, please see the Information Circular.
Final acceptance of the Transaction will occur upon the issuance of the final exchange bulletin by the TSXV (the "Final Bulletin"). Subject to final acceptance by the TSXV, the Company will be classified as a Tier 2 Issuer pursuant to TSXV policies. It is anticipated that the common shares in the capital of Bocana (the "Common Shares") will commence trading on the TSXV under the symbol "BOCA" on or about January 5, 2022.
The Company's new CUSIP number for the Common Shares is 09689F105 and its new ISIN is CA09689F1053. Shareholders of the Company ?are not required to take any action with respect to the name change, consolidation or Continuance and are not ?required to exchange any existing certificates bearing the Company's new name as all registered shareholders will receive a new Direct Registration System advice ("DRS") representing the ?number of Common Shares held by such registered shareholders?.
Escrowed Shares
In connection with the Transaction, certain shareholders of Bocana have entered into a Tier 2 Surplus Security Escrow Agreement with Bocana and Computershare Trust Company, as escrow agent, in respect of 29,591,003 Common Shares of Bocana (the "Surplus Escrow Agreement").
Under the terms of the Value Security Escrow Agreement, 10% of such escrowed securities will be released, upon the issuance of the Final Bulletin with subsequent 15% releases occurring on each of the 6, 12, 18, 24, 30 and 36 months following the Final Bulletin, respectively.
Certain shareholders of Bocana are subject to seed share resale restrictions ("SSRRs") in respect of 19,238,292 Common Shares. Under the terms of the SSRRs, 10% of such escrowed securities will be released upon the issuance of the Final Bulletin with subsequent 15% releases occurring 6, 12, 18, 24, 30 and 36 months following the Final Bulletin.
Board of Directors and Executive Management
Certain directors and officers of UHO resigned from their positions concurrent with the completion of the Amalgamation and the following individuals were appointed as directors and officers of Bocana:
• Timothy J. Turner – Chief Executive Officer and Director
• Miles Nagamatsu – Chief Financial Officer and Director
• David Thompson – Director
• Eldon C. Shomber – Director
• Rodney Stevens – Director
Auditors
RSM Canada LLP, the auditors of UHO, will remain as auditors of Bocana.
