Anacott Acquisition Provides Update on Proposed Qualifying Transaction with Ramp Metals Inc.
23.01.2024 | Newsfile
Winnipeg, Jan. 23, 2024 - Anacott Acquisition Corporation (TSXV: AAC.P) (the "Company" or "Anacott") is, further to the Company's news releases dated July 28, 2023 and September 25, 2023, pleased to provide the following update on its previously announced qualifying transaction (the "Proposed Transaction") with Ramp Metals Inc. ("Ramp").Ramp Financing
As described in the prior news releases, the closing of the Proposed Transaction is subject to the satisfaction of certain conditions, including (i) the completion of a concurrent financing for gross proceeds of a minimum of $1,000,000 through the issuance of either units of Anacott (each, an "Anacott Unit") at a price of $0.20 per Anacott Unit, and/or subscription receipts of Ramp (each, a "Ramp Subscription Receipt") at a price of $0.20 per Ramp Subscription Receipt; (ii) the completion of the Consolidation (as defined herein); and (iii) the receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the approval of the TSX Venture Exchange (the "Exchange").
Each Anacott Unit will consist of one post-Consolidation common share of Anacott (each, an "Anacott Share") and one half of one share purchase warrant, with each whole warrant exercisable into one post-Consolidation Anacott Share at a price of $0.35 per Anacott Share for a period of 24 months, while each Ramp Subscription Receipt will be convertible into one Anacott Unit immediately prior to the closing of the Proposed Transaction.
On November 29, 2023, Ramp completed a non-brokered private placement in which Ramp issued and sold an aggregate of 5,549,280 Ramp Subscription Receipts to certain investors in exchange for aggregate gross proceeds of $1,109,856. In connection therewith, Ramp paid or agreed to pay an aggregate of $21,575 in cash to four eligible finders (Canaccord Genuity Corp., Echelon Wealth Partners Inc., Hampton Securities Inc. and PI Financial Corp.) and issued or agreed to issue to those finders non-transferable warrants (each, a "Broker Warrant") to purchase an aggregate of 105,875 common shares of Ramp (each, a "Ramp Share") at a price of $0.20 per Ramp Share for a period of 24 months, equal to 7% of the gross proceeds of the financing received from and/or 7% of the number of Ramp Subscription Receipts issued to investors introduced to Ramp by such finders. Each of the Broker Warrants is expected to be exchanged for warrants of Anacott upon the closing of the Proposed Transaction.
Ramp intends to use the net proceeds from the financing to carry out a work program on its Rottenstone SW property and for general working capital purposes.
A second tranche closing of Ramp Subscription Receipts is expected to occur in the near future, along with a single closing of Anacott Units. Each of the placements will be non-brokered, and Ramp and/or the Company may pay finder's fees on any amounts raised in such placements on the terms described above.
Anacott Consolidation
Immediately prior to the completion of the Proposed Transaction, Anacott is required to consolidate the issued and outstanding Anacott Shares on the basis of approximately 1.7603584 pre-consolidation Anacott Shares for each one post-consolidation Anacott Share (the "Consolidation"). The Consolidation was approved by the shareholders of Anacott at the Company's annual general and special meeting of shareholders held on October 20, 2023.
Ramp Shareholder Approval
On January 12, 2024, the shareholders of Ramp that attended the annual general and special meeting of Ramp's shareholders either in person or by proxy unanimously approved the amalgamation of Ramp and 1429494 B.C. Ltd. ("Anacott AcquisitionCo"), a wholly-owned subsidiary of Anacott, as more particularly described in the merger agreement between the parties dated July 28, 2023 (the "Merger Agreement") and the information circular that was delivered to Ramp shareholders in connection with the meeting. No dissent rights were exercised by shareholders of Ramp in connection with obtaining such approval.
Merger Agreement
The Merger Agreement contemplated that the Proposed Transaction would be completed no later than October 27, 2023; due to unforeseen circumstances, the parties have agreed to extend that date until February 29, 2024.
Ramp Financial Information
Set forth below is certain financial information from Ramp's unaudited financial statements for the three months ended September 30, 2023, the year ended June 30, 2023 and the period from incorporation on September 2, 2021 to June 30, 2022.
Three Period from
months Year incorporation
ended ended on September 2,
September 30, June 30, 2021
2023 2023 to June 30, 2022
($) ($) ($)
Income Statement
Expenses 43,951 224,250 59,105
Loss and comprehensive loss 43,951 224,250 59,105
Loss per share (basic and diluted) (0.00) (0.01) (0.01)
Balance Sheet
Current assets 104,325 138,419 409,216
Exploration and evaluation assets 583,296 551,919 296,600
Current and total liabilities 83,045 46,811 9,648
Additional Insiders of the Resulting Issuer
As described in the Company's news release dated July 28, 2023, it is anticipated that Anacott immediately after the completion of the Proposed Transaction (the "Resulting Issuer") will be a Tier 2 Mining Issuer listed on the Exchange, that the board of directors of the Resulting Issuer will consist of five nominees and that senior management of the Resulting Issuer will consist of Jordan Black (Chief Executive Officer) and Rachel Chae (Chief Financial Officer and Corporate Secretary). In addition to those persons, two significant shareholders of Ramp are expected to constitute Principals or Insiders (as those terms are defined in the policies of the Exchange) of the Resulting Issuer: Kyle Garret Smith and Brett Williams. Messrs. Smith and Williams are principals of Rottenstone Resources Ltd., the optionor of Ramp's Saskatchewan properties, and each currently owns 4.8 million common shares of Ramp.
Ramp Advisory Board Appointments
The Company is pleased to announce that as a result of recent appointments, Ramp's advisory board now consists of the following individuals, each of whom is expected to serve as an advisor to the Resulting Issuer following the closing of the Proposed Transaction:
Dr. Mark Bennett, Ph.D.
Dr. Bennett is a prominent, PhD-qualified geologist in the global mining industry with over 30 years of experience in capital raising, mineral exploration and establishing mines, having held various technical, operational, executive and board roles in Australia, Canada, West Africa, Europe and the United States. With a proven track record in the mining industry, Dr. Bennett will draw from his expertise and extensive experience and is expected to play a pivotal role in stewarding Ramp in advancing its flagship Rottenstone SW property. Dr. Bennett will be advising on all aspects of geology while providing guidance to the Company's management team through the discovery process.
Scott McLean, P.Geo., FGC.
With over 35 years of exploration, senior management, executive and board experience, Mr. McLean is a professional geologist with a successful track record. Between 1985 and 2007, he worked for Falconbridge Limited and its successor Xstrata Nickel in various capacities throughout Canada with a focus on gold and base metal exploration. In 2007, Mr. McLean left Xstrata Nickel and founded HTX Minerals Corp. He also founded Transition Metals Corp. in 2010, SPC Nickel Corp. in 2013 and Canadian Gold Miner in 2016. Mr. McLean currently leads Transition Metals and is the Executive Chairman of SPC Nickel.
Mr. McLean's career achievements are exemplified by the co-discovery of the Nickel Rim South Mine for which he received the PDAC Bill Denis Canadian "Prospector of the Year" award in 2004. In 2013, Mr. McLean, together with the Transition Metals team and its partner Impala Platinum, were awarded the Bernie Schneiders Discovery of the Year award for their work at Sunday Lake. In 2014, he was appointed as a Fellow of Geoscientist Canada for his contribution to the profession.
Richard Murphy
Mr. Murphy is a seasoned exploration entrepreneur who has deep knowledge of both the technical and capital market aspects of junior mining. With over 27 years in the mineral exploration business, Mr. Murphy has expertise in building and advancing junior mining companies through discovery, resource definition and pre-feasibility stages to establish fully-valued mine reserves. Mr. Murphy has personally brought two public companies through founding, acquisition, exploration and successful sales processes, most recently with Manitou Gold Inc., which was taken over by Alamos Gold in Q2 2023.
Stephen Goodman
Mr. Goodman has over 20 years of international experience in the metals and mining industry as an investment banker, senior executive and director. He has been involved with over $1 billion in financings, and transactions involving junior companies, Rio Tinto, Freeport, Trafigura and the top ranked institutional investors. For five years, Mr. Goodman was the Managing Director of Investment Banking at StormHarbour Securities in New York. He previously worked at Canaccord Capital, Knight Capital and KGS Alpha (now BMO).
Mr. Goodman is the President, CFO and director of Lion Copper and Gold Corp., and the Co-Founder and Advisor to Falcon Copper Corp. He is also the Founder of Tin Shield Production Inc., which was established to secure and advance the South Crofty tin mine and continues to be a shareholder in Cornish Metals Inc. as it advances the asset.
Qualifying Property
Further to Anacott's news release dated July 28, 2023, the Company would like to clarify that Ramp's Rottenstone SW property, which presently consists of 12 mineral deposit claims covering approximately 17,285 hectares in northern Saskatchewan, will constitute the Qualifying Property (as that term is defined in the policies of the Exchange) of the Resulting Issuer upon the completion of the Proposed Transaction. Ramp currently has an interest in two additional properties, neither of which it deems to be material.
About Ramp Metals Inc.
Ramp is a battery and base metal exploration company with two flagship properties located in northern Saskatchewan and one property in Nye County, Nevada. The management team is passionate about green field exploration and new technologies. The vision of Ramp is to make the next big discovery required to fuel the green technology movement.
About Anacott Acquisition Corporation
Anacott is a capital pool company (as defined in the policies of the Exchange) listed on the Exchange having been incorporated under the Canada Business Corporations Act. Anacott has no commercial operations and no assets other than cash.
This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to Exchange acceptance and, if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Anacott should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved of the contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking statements" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding: the completion of the Proposed Transaction; the ability of Anacott and Ramp to complete the terms on which the Proposed Transaction is intended to be completed, the ability of Anacott and Ramp to obtain regulatory and shareholder approvals; and other factors.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the inability of Anacott and Ramp to complete the Proposed Transaction; the inability of Anacott and Ramp to complete the terms on which the Proposed Transaction is intended to be completed; the inability of Anacott and Ramp to obtain regulatory and shareholder approvals; risks regarding the market conditions; economic factors; the inability of management to manage and to operate the business of the Resulting Issuer; and the risks inherent in equity markets generally.
Although Anacott and Ramp have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and neither Anacott and Ramp undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
For further information, please contact:
Michael Romanik, Chief Executive Officer
Telephone: 204.724.0613
E-mail: romanikm@mymts.net
