United Hunter Oil & Gas Corp. announces the sending of a circular

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CALGARY, Alta., Oct. 07, 2022 (GLOBE NEWSWIRE) — (TSXV: UHO) United Hunter Oil & Gas Corp. (the “society” Where “UHO“) today announced that a joint information circular (the “Circular“) and other materials (the “Meeting documents“) will be mailed to holders of common shares of the Company (“UHO-Stocks“), in connection with the previously announced UHO shareholders’ meeting (“UHO shareholders“) scheduled for November 4, 2022 at 10:00 a.m. (Calgary time) (the “UHO meeting“), to approve the merger (the “Merger“) as previously announced and agreed pursuant to the Merger Agreement dated March 26, 2021, as amended (the “Merger Agreement“) between the Company and Bocana Resources Ltd. (“bocana“). Upon completion of the merger, the resulting issuer will be known as “Bocana Resources Corp.” (the “Resulting emitter“) and the resulting issuer will continue the activities of Bocana.

Bocana’s shareholders’ meeting (“Bocana shareholders“) is also scheduled to take place on November 4, 2022, immediately following the UHO meeting, at 10:30 a.m. (Calgary time) (the “Bocana meeting“), to approve the merger on behalf of the shareholders of Bocana.

Fusion

As previously announced by the Company in its press release dated March 26, 2021, if the merger is completed, then under the terms of the merger:

a) each holder of ordinary shares of Bocana (“Bocana Stocks“) will exchange their Bocana Shares for ordinary shares in the capital of the Resulting Issuer (“Common Shares of Resulting Issuer“) on the basis of one (1) common share of the Resulting Issuer fully paid and non-taxable for each (1) Bocana share held, for a deemed price of $0.10 per Bocana share;

(b) Each holder of UHO Shares shall exchange their UHO Shares for common shares in the capital of the Resulting Issuer on the basis of one (1) fully paid and non-callable Common Share of the Resulting Issuer for each 1.6877 UHO Shares currently held, for a deemed price of approximately $0.06 per UHO Share and $0.10 per Resulting Issuer Share;

(c) Outstanding UHO options and warrants to purchase common stock will be exchanged on the same basis as UHO stock; and

d) Outstanding Bocana warrants to purchase common shares will be exchanged on the same basis as Bocana shares.

The merger has been approved by the company’s board of directors and the company’s board of directors recommends that shareholders vote in favor of the merger.

The meetings

The UHO meeting is to be held at Suite 800, 333 – 7e Avenue SW, Caglary, AB, T2P 2Z1, at 10:00 a.m. (Calgary time) on November 4, 2022. Shareholders wishing to listen to the UHO meeting online can attend by dialing 1 (844) 511-2074, ID: 223 -367-340. The registration date (the “Registration Date“) for the meeting has been established as of the close of business on October 3, 2022. Shareholders on the record date will be entitled to vote on the merger on the basis of one vote per UHO share held on the record date. The circular provides important and detailed instructions on how to participate in the UHO meeting.

To be approved at the UHO assembly, the merger requires the affirmative vote of at least 66 2/3% of votes cast at the meeting, in person or by proxy, by holders of UHO shares.

The deadline for UHO shareholders to submit proxies or voting instructions to vote on the Arrangement is 10:00 a.m. (Calgary time) on November 2, 2022.

The Bocana meeting will be held immediately after the UHO meeting at the same location.

Any questions or requests for additional information regarding voting at the UHO meeting should be directed to the company at [email protected]

Information circular

The Circular contains, among other things, information regarding voting procedures on the Merger, as well as other general and important information regarding the Merger and the Merger Agreement. In addition to being mailed to UHO shareholders, the Circular and Materials will also be available as follows:

Under UHO’s SEDAR profile at: www.sedar.com.

Any questions or requests for additional information regarding voting at the UHO meeting should be directed to the company at [email protected]

Vote your titles

Any registered shareholder who wishes to attend the UHO meeting can physically join following 800, 333 – 7e Avenue SW, Calgary, AB, T2P 2Z1 or can listen to the meeting by dialing: 1 (844) 511-2074, ID: 223-367-340. Shareholders who hold their securities through a broker or other agent holding securities (a “Intermediate“) must follow the instructions provided by their Intermediary to vote their securities.

Key dates

The key dates for the above items described above are, or should be, as follows:

  1. November 4, 2022: The UHO meeting will take place at 10:00 am (Calgary time). The Bocana meeting will take place at 10:30 a.m. (Calgary time)
  2. On or around November 8, 2022: If the merger is approved by both UHO shareholders and Bocana shareholders, the TSX Venture Exchange (“TSXV“) has approved the merger and the extension of UHO and Bocana is complete, the steps described in the merger agreement will occur in the order and within the time periods set forth in the merger agreement.

For After Information, please Contact:

avant-garde Information and Disclaimer

Neither the 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 release. The Stock Exchange has in no way expressed an opinion on the merits of the Operation and has neither approved nor disapproved of the content of this press release.

Certain information contained in this press release may contain forward-looking statements within the meaning of applicable securities laws. The use of any of the words “continue”, “plan”, “propose”, “would”, “will”, “believe”, “expect”, “position”, “anticipate”, “improve “, “strengthens” and similar expressions are intended to identify forward-looking statements. In particular, and without limitation, this document contains forward-looking statements regarding: the material terms of the merger and the effect of its implementation on holders of UHO shares, UHO options and UHO warrants and on society; stakeholder support for the merger; the expected process and timeline for implementing the merger; the anticipated benefits of the merger; the programming of the Assembly; the consummation of the Merger, including the receipt of necessary approvals, including the approval of the TSX Venture Exchange and the satisfaction of all conditions and the expected timing thereof.

In addition, forward-looking statements or information are based on a number of assumptions, including assumptions regarding the expected timing of the UHO meeting and the Bocana meeting and the closing of the merger, which were used to develop the statements. outlook in this press release. but which may prove to be incorrect and which have been used to expand on these statements and information to provide stakeholders with a summary for the UHO Shareholder of the expected merger timeline and the impact on UHO’s future operations.

Events or circumstances may cause actual results to differ materially from those anticipated, due to the stated risk factors and other known and unknown risks, uncertainties and other factors, many of which are beyond UHO’s control. This information may prove to be incorrect and readers are cautioned that the information may not be appropriate for other purposes. Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on any forward-looking statements as the Company cannot guarantee that such expectations will prove to be correct.

Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions that have been used. Therefore, actual results may differ materially from those anticipated in the forward-looking statements. Further, the forward-looking statements contained herein are made as of the date hereof, and Bearing undertakes no obligation to publicly update or revise any of the forward-looking statements included herein, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States. The Securities have not been and will not be registered under United States securities law or any state securities law and may not be offered or sold in the United States or to United States persons unless be registered under US securities law and applicable state securities laws or an exemption. from this recording is available.

ANY SECURITIES MENTIONED HEREIN WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO ANY US PERSON ABSENT A SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

NOT FOR DISTRIBUTION TO US NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF US SECURITIES LAW.

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