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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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