Winnipeg, Manitoba–(Newsfile Corp. – March 3, 2023) – Anacott Acquisition Corporation (TSXV: AAC.P) (the “Company” or “Anacott“) is pleased to announce that it has entered into a Letter of Intent dated March 2, 2023 (the “LOI“) with Ramp Metals Inc. (“Ramp Metals“), to enable Ramp Metals to complete a going-public transaction (the “Transaction“). There are no relationships between any Non-Arm’s Length Party of Anacott and Ramp Metals or its assets and the Transaction will not be a Non-Arm’s Length Qualifying Transaction (as defined in the policies of the TSX Venture Exchange (the “Exchange“)). Upon completion of the Transaction, the combined entity (the “Resulting Issuer“) will continue the business of Ramp Metals and the Resulting Issuer intends to be a Tier 2 Mining Issuer pursuant to the policies of the Exchange. The Transaction is subject to the approval of the Exchange.
The LOI provides that it will be superseded and replaced with a definitive agreement that will contain customary covenants, representations, warranties and other terms for agreements of a similar nature.
ABOUT RAMP METALS INC.
Ramp Metals is a battery and base metal exploration company incorporated under the Business Corporations Act (British Columbia) with two flagship properties located in northern Saskatchewan. The management team is passionate about green field exploration and new technologies. The vision of Ramp Metals 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 Metals, Rottenstone SW and PLD:
Located in the Rottenstone domain, this land package is a series of properties along a regional NE-SW structure that is believed to be controlling the mineralization at 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). The team has recently retained the services of Axiom Exploration Group to complete an 800km airborne time domain electromagnetics (TDEM) geophysical survey and is expecting results shortly.
Located in the Peter Lake Domain (PLD) within the Swan River complex, the PLD target 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.
Troy Marfleet, P.Geo, a “qualified person” under National Instrument 43-101 Standards of Disclosure for Mineral Projects, has reviewed and approved the technical content 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.
There are no relationships between any non-arm’s length party of Anacott and Ramp Metals or its assets and the Transaction will be an arm’s length transaction. A comprehensive news release will be issued by Anacott and Ramp Metals setting out the terms of the Transaction, which shall include information about Anacott upon closing of the Transaction and the proposed financing in connection with the Transaction. No deposit or waiver has been paid to date in connection with the Transaction.
As the Transaction will not be a Non-Arm’s Length Party Transaction (as defined in the policies of the Exchange), it will not be subject to shareholder approval. However, Anacott may be required to obtain shareholder approval for certain matters in connection with the Transaction.
The parties intend to apply for a waiver from the requirement to obtain a sponsor for the Transaction.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
Trading in securities of a capital pool company should be considered highly speculative. Shares of Anacott have been halted from trading on the Exchange, and trading is not expected to resume until closing of the Transaction.
This press release is not an offer of securities for sale in the United States. The securities described in this press release have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.
Completion of the 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 transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved 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.
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 Transaction; the ability of Anacott and Ramp Metals to complete the terms on which the Transaction is intended to be completed, the ability of Anacott and Ramp Metals 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 Metals to complete the Transaction; the inability of Anacott and Ramp Metals to complete the terms on which the Transaction is intended to be completed; the inability of Anacott and Ramp Metals 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 Metals 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 Metals 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:
Chief Executive Officer
E-mail: [email protected]
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/157250