Anacott Announces Execution of Merger Agreement with RAMP Metals Inc.
ANACOTT ANNOUNCES EXECUTION OF MERGER
AGREEMENT WITH RAMP METALS INC.
WINNIPEG, MB – July 28, 202 3 – Anacott Acquisition Corporation (TSXV: AAC.P) (the
“Company” or “Anacott”) is pleased to announce that further to the letter of intent entered into
on March 2, 2023 with Ramp Metals Inc. (“Ramp”), a corporation incorporated under the laws of
the Province of British Columbia, the Company has entered into a binding merger agreement
effective July 28, 2023 with Ramp and 1429494 B.C. Ltd. (“Anacott AcquisitionCo”), a wholly-
owned subsidiary of Anacott (th e “Merger Agreement”), in respect of an arm’s length reverse -
takeover transaction of Ramp by Anacott (the “Proposed Transaction”), 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 TSX Venture Exchange (the “Exchange”)) of Anacott.
The completion of the Proposed Transaction is subject to the satisfaction certain conditions,
including but not limited to: (i) the completion of a concurrent financing for gros s proceeds of a
minimum of $ 1,000,000 (the “Concurrent Financing”) through the issuance of either units of
Anacott (each, an “Anacott Unit”) at a price of $0.20 per Anacott Unit, or 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 Exchange. Each Anacott Unit issuable in the Concurrent Financing
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.
Subject to satisfaction or waiver of the conditions precedent referred to herein and in the Merger
Agreement, Anacott and Ramp anticipate that the Proposed Transaction will be completed no
later than October 27, 2023. There can be no assurance that the Proposed T ransaction, the
Consolidation or Concurrent Financing will be completed on the terms proposed above or at all.
Trading in the Anacott Shares is currently halted in accordance with the policies of the Exchange
and will remain halted until such time as all required documentation in connection with the
Proposed Transaction has been filed with and accepted by the Exchange and permission to
resume trading has been obtained from the Exchange.
THE PROPOSED TRANSACTION
The Proposed Transaction will result in Anacott acquiring all of the issued and outstanding
securities of Ramp in exchange for the issuance of securities of Anacott by way of a three
cornered amalgamation among Anacott AcquisitionCo, Ramp and Anacott, with the entity
resulting from the amalgamation of Anacott AcquisitionCo and Ramp becoming a wholly-owned
subsidiary of Anacott. The existing shareholders of Ramp are expected to own a majority of the
outstanding Anacott Shares after completion of the Proposed Transaction (the “Resulting Issuer
Shares”) and Anacott is expected to be renamed “Ramp Metals Inc.”. 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.
Immediately prior to the completion of the Proposed Transaction, it is anticipated that Anacott will
consolidate its issued and outstanding Anacott Shares on the basis of approximately 1.7603584
pre-consolidation Anacott Shares for ea ch one post -consolidation Anacott Share (the
“Consolidation”).
The Proposed Transaction is contemplated as an amalgamation under the Business Corporations
Act (British Columbia) between Anacott AcquisitionCo and Ramp and will not constitute a Non-
Arm’s Length Qualifying Transaction or a related party transaction pursuant to the policies of the
Exchange and applicable securities laws.
As consideration for the acquisition of all of the outstanding securities of Ramp, holders of the
common shares of R amp (each, a “Ramp Share”) will receive one post-Consolidation Anacott
Share for each one Ramp Share held with a deemed value of $0.20 per post -Consolidation
Anacott Share. The final structure of the Proposed Transaction is subject to the receipt of tax,
corporate and securities law advice by both Anacott and Ramp.
Assuming the minimum of $ 1,000,000 is raised under the Concurrent Financing, it is estimated
that there will be approximately 31,412,025 Resulting Issuer Shares outstanding upon closing of
the Proposed Transaction, and 31,752,355 Resulting Issuer Shares on a fully-diluted basis, with
existing securityholders of Anacott holding approximately 8.95% of the Resulting Issuer Shares,
existing shareholders of Ramp holding approximately 75.31% of the outstanding Resulting Issuer
Shares, and subscribers for Anacott Units and/or Ramp Subscription Receipts holding
approximately 15.75% of the outstanding Resulting Issuer Shares, in each case, on a fully-diluted
basis.
No finder’s fee or commission is payable in connection with the Proposed Transaction.
Concurrent Financing
Prior to the completion of the Proposed Transaction, the parties to the Merger Agreement have
agreed to use commercially reasonable efforts to complete the Concurrent Financing to raise
gross proceeds of a minimum of $ 1,000,000. Ramp intends to use the net proceeds from the
Concurrent Financing to carry out a work program on its Rottenstone SW property and for general
working capital purposes.
Ramp Financial Information
Financial information for Ramp’s fiscal years ended June 30, 2023 and 2022 is not available at
this time and will be provided in a subsequent news release.
Non-Arm's Length Parties
The Proposed Transaction will not constitute a Non -Arm’s Length Qualifying Transa ction or a
Related Party Transaction within the meanings of such terms under the policies of the Exchange
and applicable securities laws, and as such, shareholders of Anacott are not required to approve
the Proposed Transaction.
Insiders of the Resulting Issuer
Upon completion of the Proposed Transaction, it is anticipated that the board of directors of the
Resulting Issuer will consist of five nominees: Jordan Black, Pritpal Singh, Peter Schloo , David
Parker and Michael Romanik. It is anticipated that the senior management of the Resulting Issuer
will be as follows: Jordan Black as Chief Executive Officer, and Rachel Chae as Chief Financial
Officer and Corporate Secretary.
Jordan Black – CEO, Director
Jordan Black, P.Eng., is a Geotechnical Engineer with 12 years of consulting engineering
experience. Mr. Black has been an engineer for various infrastructure, renewable energy and
mining projects, providing leadership, design solutions and project management. He is currently
a geotechnical cons ultant for WSP Canada and previously acted as the Vice President of
Business Development at GoldSpot Discoveries Inc. and the Vice President of Investments at
ThreeD Capital Inc. GoldSpot is a technology company that leverages artificial intelligence to
reduce capital risk while working on increasing success rates in resource exploration.
Rachael Chae – CFO, Corporate Secretary
Rachel Chae has served as CFO for various publicly traded companies, including a number of
junior exploration companies based in Va ncouver, BC. Ms. Chae is a Chartered Professional
Accountant and Certified General Accountant working at Cross Davis & Company LLP, a
Chartered Professional Accountant firm providing accounting services to publicly listed entities,
primarily in the mining sector. She works directly with mining CEOs and directors, assisting with
their regulatory and accounting needs.
Pritpal Singh – Director
Pritpal Singh is the Founder of Thesis Capital Inc, an independent Toronto-based capital markets
advisory firm focused on providing high growth companies with a variety of advisory services. Mr.
Singh has assisted some of Canada’s leading junior issuers with capital markets initiatives,
including marketing their companies to the North American investment community. Prior to
founding Thesis, Mr. Singh spent time working in investment banking and wealth management
where he developed relationships with both the buy side and sell side communities in North
America.
Peter Schloo – Director
Peter Schloo holds CPA, CA and CFA desi gnations and has 8+ years of experience in capital
markets, operations and assurance. He is also a licensed prospector in the Province of Ontario.
Mr. Schloo has held senior executive and director positions in a number of private companies, a
majority of which were in the precious metals sector, including VP of Corporate Development and
Interim CFO of Ion Energy Ltd. and CFO of Spirit Banner Capital Corp. Mr. Schloo is currently a
director of Pacific Empire Minerals Corp. (TSXV: PEMC). His past successes include participating
in over $85M worth of capital raising activities for both public and private companies.
David Parker – Director
David Parker is a team -orientated management professional with more than 15 years of
experience in business financing, consulting and recapitalizing public/private companies in the
mining, technology and media industries. Mr. Parker also has almost two decades of experience
in retail, office and industrial real estate sales and development, having lead projects from initial
market analysis to acquisition, design, approval, site servicing, construction and disposition.
Michael Romanik – Director
Michael Romanik has over 14 years of resource exploration and public market experience with
an emphasis on management, promotion and corporate finance. He has built an impressive
network of resource and investment industry contacts over the years and demonstrated a proven
ability to utilize those relationships to advance his business objectives. Mr. Romanik has served
as the President and CEO of GoldON Resources (TSXV: GLD) since 2009 and is a founding
shareholder and the CEO of Silver Dollar Resources (CSE: SLV).
Sponsorship
Sponsorship of a Qualifying Transaction is required by the Exchange unless a waiver from the
sponsorship requirement is obtained. In the event that the Concurrent Financing is brokered,
Anacott intends to apply for a waiver from sponsorship for the Proposed Transaction. There is no
assurance that a waiver from this requirement will be obtained.
ABOUT RAMP METALS INC.
Ramp is a battery and base metal exploration company incorporated under the Business
Corporations Act (British Columbia) with two f lagship 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.
The following is a description of the two flagship properties of Ramp, Rottenstone SW and PLD
(as defined below):
Rottenstone SW
The Rottenstone SW (“ Rottenstone SW ”) property is located in the Rottenstone Domain, in
Northern Saskatchewan, Canada, approximately 115 kilometers North of La Ronge,
Saskatchewan. The Rottenstone SW property consists of ten (10) mineral deposit claims covering
approximately 7,366 hectares. The Rottenstone SW property is located along a regional NE-SW
structure from the historic Rottenstone Mine, which produced 40,000 tons of high grade nickel -
copper-platinum group elements plus gold (Ni -Cu-PGE + Au) ore grading 3.28% Ni, 1.83% Cu
and 9.63 g/t (Pt-Pd-Au).
Ramp recently retained the services of Axiom Exploration Group to complete an 800km airborne
time domain electromagnetics (TDEM) geophysical survey which was flown at 100m spacing. The
survey generated a high -definition magnetic map of the “Rottenstone Eye” structure (Figure 1)
and compelling EM targets. The eye structure and location of the conductive targets show striking
similarities to geophysical response of a Nova-Bollinger deposit. Permits have been submitted for
a drill program to test EM targets.
Figure 1: Total Magnetic Intensity – Rottenstone Eye Structure
PLD
The Peter Lake Domain (“ PLD”) property is l ocated in the Peter Lake Domain within the Swan
River complex in Northern Saskatchewan, Canada, approximately 260 kilometers Northeast of
La Ronge, Saskatchewan. The PLD property consists of four (4) mineral deposit claims covering
approximately 2,163 hectares. The PLD property is interpreted as an eroded magma chamber
that could have served as a pooling station for magmatic nickel sulphides. The Saskatchewan
mineral deposit index notes a surface grab sample of gabbro outcrop with disseminated pyrite
and chalcopyrite (SMDI 5545): values of 1860 ppm Cu, 461 ppm Ni, 41 ppb Pt, 49 ppb Pd.
Previous shallow drilling intercepted a thick section of gabbro and 7.1m of disseminated sulphides
at the edge of the chamber. A historical VTEM survey conducted by Geotech Ltd. outlined
compelling targets. The EM anomaly consists of two parts: Northern and Southern with the strike
length of the anomalies of 500m and 700m, respectively. The PLD property is fully permitted for
a fall 2023 drill program.
Option Agreement
Ramp has the right to acquire a 100% right, title and interest in the Rottenstone SW and PLD
properties pursuant to an option agreement between Ramp and Rottenstone Resources Ltd.
(“Rottenstone Resources”) dated March 16, 2022 (the “Option Agreement”), subject to a 2%
net smelter returns royalty payable to Rottenstone Resources (the “ Royalty”). The Option
Agreement provides that Ramp has the right to acquire 1% of the Royalty at any time by paying
Rottenstone Resources $1,000,000.
Pursuant to the terms of the Option Agreement, Ramp was required to issue 14,800,000 Ramp
Shares to Rottenstone Resources (the “ Consideration Shares ”) and incur an aggregate of
$750,000 in exploration expenditures within 24 months of the date of the Option Agreement. As
of the date hereof, Ramp has issued the Consideration Shares and incurred an aggregate of
approximately $296,000 in exploration expenditures.
Nevada Property
This property consists of 50 placer claims located in Nye County, Nevada, USA (the “Nevada
Property”). The Nevada Property is owned by Ramp Metals USA Inc., a wholly-owned subsidiary
of Ramp.
Troy Marfleet, P.Geo, a “qualified person” under National Instrument 43 -101 Standards of
Disclosure for Mineral Projects , has reviewed and approved the technical co ntent in this news
release.
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 fro m 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]