Junex : Property-Asset or Share Purchase Agreement, Shares for Debt_August_21_2018.pdf

BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Shares for Debt, Name Change and Consolidation
BULLETIN DATE: August 20, 2018
TSX Venture Tier 1 Company

Property-Asset or Share Purchase Agreement

TSX Venture Exchange has accepted the filing by Junex Inc. ('Junex' or the 'Company') of documentation relating to an arm's length acquisition of all of the issued outstanding common shares of Cuda Energy Inc. ('Cuda') by way of a plan of arrangement (the 'Arrangement') under the Business Corporations Act (Quebec). The steps of the Arrangement resulted in the combination of Cuda and Junex and continuation under the name 'Cuda Oil and Gas Inc.' Pursuant to the Arrangement, the Company issued to the Cuda shareholders: (i) 8,603,907 post-consolidated common shares and (ii) 999,907 warrants (each, an 'Arrangement Warrant') to purchase 999,907 post-consolidated common shares.

Each Arrangement Warrant entitles the holder thereof to purchase one post-consolidated common share at a price of $4.00 per post-consolidated common share for a period of 24 months following completion of the Arrangement upon vesting. The Arrangement Warrants will vest and become exercisable upon the earlier of the date on which: (i) the Common Shares achieve a 20-day weighted average price of $6.40 per post-consolidated common share and (ii) the Company completed an equity financing of a minimum of $10,000,000 at a price of at least $6.00 per post-consolidated common share.

Furthermore, TSX Venture Exchange has accepted the filing of documentation of the Company relating the an arm's length acquisition of certain oil & gas assets (the 'Asset Acquisition') located in the Powder River Basin in the State of Wyoming (the 'Wyoming Assets'). The Wyoming Assets were acquired by Cuda Energy LLC ('Cuda US'), a wholly-owned subsidiary of the Company. The purchase price payable for the Wyoming Assets by Cuda US was US$37,000,000, of which US$31,000,000 was paid in cash. The balance of the purchase price payable for the Wyoming Assets was paid by way the issuance of an additional 2,090,645 post-consolidated common shares of the Company.

In connection with the Asset Acquisition, Cuda and the Company entered into an arm's length $35 million acquisition facility agreement (the 'Acquisition Facility') with a Canadian institutional lender (the 'Lender'). Under the terms of the Acquisition Facility, interest will accrue monthly on the outstanding balance of the Acquisition facility at a rate of 10.5% per year and is payable monthly. The Acquisition Facility is payable on demand and will mature 12 months from closing of the above-mentioned transactions. The Acquisition Facility has first ranking security over the Company's Assets. The Acquisition Facility is not convertible in securities of the Company.

For further information please see the Company's press releases dated June 11, 2018 and August 15, 2018 and the joint information circular of Cuda and the Company dated July 6, 2018 available on the Company's SEDAR profile.

Shares for Debt

TSX Venture Exchange has accepted for filing the Company's proposal to issue 268,817 post-consolidated common shares at a deemed issue price of $3.72 per post-consolidated common share for settlement of the principal amount of $1,000,000 of convertible debentures of the Company issued on July 21, 2015.

For further details, please refer to the Company's news releases dated June 11, and August 15, 2018.

Name Change and Consolidation

Pursuant to a special resolution passed by the Company's shareholders on August 2, 2018, the Company completed a consolidation of its share capital on a 10 old shares for 1 new share basis and the name of the Company has been changed from 'Junex Inc.' to 'Cuda Oil and Gas Inc.'

Effective at the opening of business on Wednesday, August 22, 2018, the Common Shares of 'Cuda Oil and Gas Inc.' will commence trading on the TSX Venture Exchange, and the common shares of 'Junex Inc.' will be delisted.

Cuda Oil and Gas Inc. is classified as an 'Oil and gas extraction (except oil sands)' issuer (NAICS Number: 211110).

Post-Consolidation Capitalization:	Unlimited shares with no par value of which 18,948,639 shares are issued and outstanding
Escrow:	Nil common share
Transfer Agent:	AST Trust Company (Canada) - Calgary, Montreal and Toronto
Trading Symbol:	CUDA	(NEW)
CUSIP Number:	22972X105	(NEW)
Company Contact:	Ron Purvis, CFO
Company Address:	Suite 2110, 440 - 2nd Avenue SW, Calgary, Alberta, T2P 5E9
Company Phone Number:	[phone]
Company Email Address:	[e-mail]
Company Website:	N/A

Source: http://convention-d-achat-de-propriete-d-actif-ou-d-actions-emission-d-actions-en-reglement

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