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United Hunter Oil & Gas Corp. Announces Additional $500,000 RRSP & TFSA Eligible Private Placement

On Jan. 12, 2021, United Hunter Oil & Gas Corp. arranged, in connection with its letter of intent dated Aug. 7, 2020, to complete a reverse takeover transaction pursuant to which the company will, directly or indirectly, acquire all of the issued and outstanding securities of Bocana Resources Ltd. and continue as an amalgamated entity and a non-brokered offering for up to $2.5-million, with a lead order from Palisades Goldcorp Ltd., consisting of subscription receipts and units of Bocana at a price of 10 cents per unit. Each Bocana unit consists of one common share and one common share purchase warrant. Each Bocana warrant shall be exercisable at the option of the holder to purchase one Bocana common share at an exercise price of 25 cents for a period of 36 months following the listing date of the financing (as defined herein).

Further to this announcement and due to demand for a RRSP and TFSA eligible offering, the Company is pleased to announce an additional $500,000 offering in units of United Hunter (“UHO Units”) at a price of $0.06 per UHO Unit (the “UHO Unit Offering”). Each UHO Unit shall consist of one common share (each, a “UHO Common Share”) and one UHO common share purchase warrant (each, a “UHO Warrant”). Each UHO Warrant shall be exercisable at the option of the holder to purchase one UHO Common Share at an exercise price equal to $0.15 for a period of 36 months following the Closing Date.

The UHO Units, issued pursuant to the UHO Unit Offering, will be subject to a consolidation (the “Consolidation”) of 1.6877 UHO Units to 1 comparable unit of the Resulting Issuer in connection with the completion of the Transaction. The exercise price of the UHO Warrants will be adjusted accordingly in connection with the Consolidation. Following the Consolidation, the UHO Units will have substantially similar terms to those units issued in connection with the Bocana Unit Offering.

The Offering is being offered to all of the existing shareholders of United Hunter who are permitted to subscribe pursuant to the exemption from prospectus requirement for certain trades to existing security holders (the “Existing Shareholder Exemption”). This offer is open until March 5, 2021 or such other date or dates as the Company determines and one or more closings are expected to occur, with the first closing anticipated for on or before the week of March 5, 2021. Any existing shareholders interested in participating in the UHO Unit Offering should contact the Company pursuant to the contact information set forth below.

The Company has set February 17, 2021 as the record date for determining existing shareholders entitled to subscribe for Units pursuant to the Existing Shareholder Exemption. Subscribers purchasing UHO Units under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, on or before the record date, a shareholder of the Company and still are a shareholder as at the closing date. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.

As the Company is also relying on the Exemption from prospectus requirement for certain distributions through an investment dealer (the “Investment Dealer Exemption”), it confirms that there is no material fact or material change related to the Company which has not been generally disclosed. In addition to offering the UHO Units pursuant to the Existing Shareholder Exemption and the Investment Dealer Exemption, the UHO Units are also being offered pursuant to other available prospectus exemptions, including sales to accredited investors. Unless the Company determines to increase the gross proceeds of the UHO Unit Offering, if subscriptions received for the UHO Unit Offering based on all available exemptions exceed the maximum UHO Unit Offering amount of $500,000, Units will be allocated pro rata among all subscribers qualifying under all available exemptions.

Pursuant to the Investment Dealer Exemption and the Existing Shareholder Exemption, the Company confirms there is no material fact or material change about the Company that has not been generally disclosed.

The UHO Unit Offering and the Bocana Unit Offering are expected to close concurrently on or about the first week of March 2021, or on such date, or dates, as the Company may determine (the “Closing Date”). Depending on the net proceeds of the UHO Unit Offering, the Company intends to use the net proceeds as follows: $150,000 for corporate purposes in connection with the Transaction, $350,000 for preliminary geological and geophysical site work on the Escala property. The UHO Units will be subject to a statutory hold period of four months and one day from the Closing Date of the financing.

In connection with the UHO Unit Offering, the Company may pay finder’s fees (the “Finder’s Fee”) equal to 8.0% of the gross proceeds from the UHO Unit Offering and finder’s warrants (“Finder’s Warrant”) equal in number to 8.0% of the number of UHO Units sold under the UHO Unit Offering. Each Finder’s Warrant shall be exercisable to acquire one UHO Unit for a period of 36 months following the Closing Date at the Offering Price. Upon the completion of the Transaction, the Finder’s Warrants will be exchanged for Finder’s Warrants of the Resulting Issuer on equivalent terms.

Although the company believes that the UHO Unit Offering is RRSP and TFSA eligible, investors are urged to seek their own independent tax advice. For further details on the Transaction between Bocana and the Company, please see the press release issued on January 12, 2021.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

About Palisades Goldcorp

Palisades Goldcorp is Canada’s resource focused merchant bank. Palisades’ management team has a demonstrated track record of making money and is backed by many of the industry’s most notable financiers. With junior resource equities valued at generational lows, management believes the sector is on the cusp of a major bull market move. Palisades is positioning itself with significant stakes in undervalued companies and assets with the goal of generating superior returns.

We seek Safe Harbor.

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