For Immediate Release

 

  

 

 

2006-06-30 17:57 ET - News Release

Mr. Steven Price reports

UNITECH ENERGY RESOURCES INC. ANNOUNCES COMPLETION OF QUALIFYING TRANSACTION

NR2 Resources Corp. has completed its previously announced arm's-length amalgamation with Unitech Energy to form a new technology-based, oil and gas exploration and production company that will continue under the name "Unitech Energy Resources Inc." (URI). The amalgamation constitutes the company's qualifying transaction pursuant to the policies of the TSX Venture Exchange. The qualifying transaction was completed on June 29, 2006, after receiving the approval of the shareholders of each of NR2 and Unitech at annual and special meetings of such shareholders held on June 29, 2006. The qualifying transaction remains subject to URI satisfying all of the final conditions of the exchange.

URI is also pleased to announce that on May 18, 2006, Unitech closed a brokered private placement of subscription receipts for gross proceeds of $1.5-million. Immediately prior to the completion of the qualifying transaction, the subscription receipts were automatically exercised for a total of 5,555,556 units and 2.5 million common shares of Unitech issued on a "flow-through basis." Each unit comprised one common share of Unitech and one non-transferable common share purchase warrant, with each warrant entitling the holder to acquire an additional common share of Unitech at a price of 30 cents per share for a period of 12 months from the date of issuance. Jennings Capital acted as agent of Unitech to arrange for subscriptions on an agency basis, and in connection therewith, was paid a cash commission of 10 per cent of the gross proceeds raised under the private placement. Unitech also granted Jennings and it subagents, a total of 805,556 agent's warrants, with each agent's warrant entitling the holder to purchase a common share of Unitech at a price of 30 cents per share for a period of 21 months from the date of issuance.

Pursuant to the terms of the qualifying transaction, NR2 shareholders received 0.2966111 of a common share of URI for each common share of NR2 owned, and Unitech shareholders received 0.4603343 of a common share of URI for each common share of Unitech owned. The outstanding options, warrants and other convertible securities of NR2 and Unitech were replaced with options, warrants or other convertible securities of URI, as applicable, based on the same exchange ratios. After the completion of the qualifying transaction, URI has 20 million common shares outstanding, with approximately 6,996,000 common shares of URI reserved for issuance upon exercise of warrants, agent's warrants and stock options, which may be granted under URI's stock option plan.

The URI directors consist of Steven Price, James Durward, William H. Smith, QC, Colin F. Ogilvy, Roger Brundrit and Gregory Kautz. Steven Price is the president, James Durward is the chief technology officer, Gregory Kautz is the chief financial officer and Jeff Helper is the corporate secretary of URI.

Conditional approval for the listing of the common shares of URI on the exchange was received on June 15, 2006. Final exchange acceptance is expected to be obtained after the completion of final filings, with the common shares URI expected to begin trading under a the trading symbol “URX” on the TSX-V within the first two weeks of July/06.

 

 

 

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