Anacott Acquisition Corporation and RAMP Metals Inc. Announce Receipt of TSXV Conditional Approval FOR Qualifying Transaction
ANACOTT ACQUISITION CORPORATION AND RAMP METALS INC. ANNOUNCE RECEIPT
OF TSXV CONDITIONAL APPROVAL FOR QUALIFYING TRANSACTION
WINNIPEG, MB – March 7, 2024 – Anacott Acquisition Corporation (TSXV: AAC.P) (the
“Company” or “Anacott”) is pleased to announce that the TSX Venture Exchange ( the “TSXV”)
has conditionally approved the Company’s previously announced reverse-takeover transaction
(the “ Transaction”) with Ramp Metals Inc. (“ Ramp”) pursuant to a merger agreement dated
effective July 28, 2023, between the Company , Ramp and 1429494 B.C. Ltd., a wholly -owned
subsidiary of Anacott (together, the “Parties”), which will constitute the Qualifying Transaction (as
such term is defined in Policy 2.4 — Capital Pool Companies of the Corporate Finance Manual of
the TSXV) of the Company.
Upon completion of the Transaction, the common shares of the resulting issuer from the
Transaction (the “ Resulting Issuer ”) are expected to trade on the TSXV under the symbol
“RAMP”.
For further details regarding the Transaction, please refer to the Company’s filing statement in
respect of the Transaction dated effective March 6, 2024 , which is available on the Company’s
SEDAR+ profile at www.sedarplus.ca (the “Filing Statement”).
Concurrent Financing
In connection with the Transaction, and further to the Company’s press release dated January
23, 2024, on February 7, 2024, Ramp completed the second tranche of a non-brokered private
placement (the “Concurrent Financing”) in which Ramp issued and sold 425,000 subscription
receipts (each, a “Ramp Subscription Receipt”) to certain investors at a price of $0.20 per Ramp
Subscription Receipt for proceeds of $85,000. Each Ramp Subscription Receipt is convertible
into one unit of Anacott (an “ Anacott Unit”) immediately prior to the closing of the Transaction.
Each Anacott Unit will consist of one post -Consolidation (as defined below) 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. Ramp did not pay any finder’s fees in connection with the second
tranche closing.
In total, Ramp raised gross proceeds of $1,194,856 through the issuance and sale of an
aggregate of 5,974,280 Ramp Subscription Receipts in the Concurrent Financing.
Upon completion of the Transaction, the R esulting Issuer intends to use the net proceeds from
the Concurrent Financing as described in the “Ramp Concurrent Financing” section of the Filing
Statement.
Closing
Assuming all conditions to the closing of the Transaction are satisfied, the Parties anticipate
closing the Transaction during the week of March 18, 2024. In due course, the Parties will issue
a further press release announcing the closing of the Transaction and the date on which the
common shares of the Resulting Issuer will begin trading.
In connection with the Transaction, the Company will, among other things, complete a previously
announced consolidation of the Anacott Shares (the “Consolidation”) on the basis of 1.7603584
pre-Consolidation Anacott Shares for one (1) post -Consolidation Anacott Share and change its
name to “Ramp Metals Inc.”.
Additional Information
The Transaction is not a “Non-Arm’s Length Transaction” (as that term is defined in the policies
of the TSXV), and as such, shareholder approval from Anacott is not required for the Transaction.
Trading in the common shares of the Company is presently halted and will remain halted until
completion of the Transaction.
Completion of the Transaction is subject to a number of conditions, including the final approval of
the TSXV, and there can be no assurance that the Transaction will be completed as proposed or
at all.
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 R amp 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 TSXV) listed on the TSXV
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.
The TSXV has in no way passed upon the merits of the 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 anti cipate", 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 Transaction; the ability of Anacott and Ramp to
complete the terms on which the 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 Transaction; the inability of Anacott and Ramp to complete the terms on which the
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 r esulting 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: [email protected]