TSX VENTURE COMPANIES
BOCANA RESOURCES CORP. ("BOCA")
[Formerly UNITED HUNTER OIL & GAS CORP. ("UHO")
BULLETIN TYPE: Resume Trading, Reverse Takeover-Completed, Private Placement - Non-Brokered, Shares for Debt, Name Change and Consolidation
BULLETIN DATE: January 3, 2023
TSX Venture Tier 2 Company
Resume Trading
Effective at the opening, Thursday, January 5, 2023, the common shares of Bocana Resources Corp. will commence trading on TSX Venture Exchange under the new symbol "BOCA", and the common shares of United Hunter Oil & Gas Corp. will be delisted.
Reverse Takeover-Completed
The TSX Venture Exchange has accepted for filing the Company's Reverse Takeover ('RTO'), which includes the following transactions:
The RTO involves the non-arm's length business combination agreement for the acquisition by the Company of Bocana Resources Ltd. for consideration of 56,770,077 common shares at $0.10 per share. Concurrent with the RTO, Bocana Resources Ltd. completed a non-brokered private placement of subscription receipts, resulting in the issuance of 19,467,500 common shares at $0.10 per share and 19,467,500 warrants exercisable at $0.25 for 36 months from closing.
29,591,003 common shares issued to Principals pursuant to the RTO will be subject to a Tier 2 Value Security Escrow Agreement to be released over a 36-month period upon completion of the RTO. In accordance with the Exchange's Seed Share Resale Restrictions, 19,238,292 common shares issued to Non-Principals will be subject to a Tier 2 Value Security Escrow Agreement to be released over a 36-month period upon completion of the RTO.
The Exchange has been advised that the above transactions, approved by shareholders on November 4, 2022, have been completed.
In addition, the Exchange has accepted for filing the following:
Private Placement - Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on February 22, 2021:
Number of Shares: 12,289,001 shares (pre-consolidation)
Purchase Price: $0.06 per share (pre-consolidation)
Warrants: 12,289,001 share purchase warrants to purchase 12,289,001 shares (pre-consolidation)
Warrant Exercise Price: 0.15 for a one-year period (pre-consolidation)
0.15 for a two-year period (pre-consolidation)
0.15 for a three-year period (pre-consolidation)
Number of Placees: 27 placees
Insider / Pro Group Participation:
Placees # of Placee (s) Aggregate # of Shares
Aggregate Existing Insider Involvement: N/A N/A
Aggregate Pro Group Involvement: N/A N/A
Aggregate Cash Amount Aggregate #
of Shares Aggregate #
of Warrants
Finder's Fee: $40,584 676,400 Shares (pre-consolidation) 676,400 Warrants (pre-consolidation)
Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0.06 (pre-consolidation) for period of 3 years from the date of issuance.
The Company issued a news release on April 12, 2021 confirming closing of the private placement.
Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
Shares for Debt
TSX Venture Exchange has accepted for filing the Company's proposal to issue 5,131,433 shares (pre-consolidation) to settle outstanding debt for $307,886.
Number of Creditors: 3 Creditors
Non-Arm's Length Party / Pro Group Participation:
Creditors
# of Creditors
Amount Owing
Deemed Price per Share
Aggregate # of Shares
Aggregate Non-Arm's Length Party Involvement:
2
$305,386
$0.06 (pre-consolidation)
5,089,766 (pre-consolidation)
Aggregate Pro Group Involvement:
N/A
N/A
N/A
N/A
Name Change and Consolidation
Pursuant to resolution passed by shareholders on November 4, 2022, the Company has consolidated its capital on a 1.6877 old for 1 new basis. The name of the Company has also been changed to "Bocana Resources Corp.".
Effective at the opening, Thursday, January 5, 2023, the common shares of Bocana Resources Corp. will commence trading on TSX Venture Exchange, and the common shares of United Hunter Oil & Gas Corp. will be delisted.
For further information, please refer to the Company's Information Circular dated September 30, 2022, which is filed on SEDAR.
The Company is classified as a 'Gold Ore and Silver Ore Mining' company.
Post - Consolidation
Capitalization: Unlimited shares with no par value of which
101,227,687 shares are issued and outstanding
Escrowed: 48,829,295 common shares
Escrow Term: 36 months
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: BOCA (new)
CUSIP Number: 09689F 10 5 (new)
Company Contact: Timothy Turner, Chief Executive Officer
Company Address: 333 - 7th Avenue SW, Suite 800
Calgary, AB T2P 2Z1
Company Phone Number: 713-858-3329
Company Email Address: tturner@bocanaresources.com
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