Vancouver, British Columbia–(Newsfile Corp. – May 10, 2023) – Anquiro Ventures Ltd. (TSXV: AQR.P) (the “Company“) announces that, further to the Company’s press release dated February 24, 2023, the Company and Black Pine Resources Corp. (“Black Pine“), a corporation incorporated under the laws of the Province of British Columbia, continue to work diligently towards completion of the proposed transaction between the Company and Black Pine (the “Proposed Transaction“) which would, if completed, result in the reverse take-over of the Company by Black Pine and constitute the Company’s “Qualifying Transaction” (as such term is defined in Policy 2.4 – Capital Pool Companies (“Policy 2.4“) of the TSX Venture Exchange (the “Exchange“)) and presently expect to enter into a definitive agreement in respect of the Proposed Transaction by the new mutually agreed deadline of May 31, 2023 (See news release February 24, 2023). Certain other timelines relating to the Proposed Transaction and the concurrent financings (the “Concurrent Financings“) proposed to be completed in connection with the Proposed Transaction been extended as well.

There can be no assurance that the Proposed Transaction will be completed on the terms proposed or at all.

Information regarding Black Pine can be viewed on its website at www.blackpineresources.com.

Amendment to Annual General Meeting Form of Proxy

The Company that has filed amendment (the “Amendment“) to its Form of Proxy (the “Proxy“) with respect to its annual general meeting of shareholders which is scheduled to be held on May 24, 2023 (the “Meeting“), in order to correct the error in the list of directors that are set for re-election. In the section of the Proxy entitled Election of Directors, Teresa Cherry who is the CFO of the Company, was stated as one of the director nominees proposed for election when the correct person stated as a nominee(the “Nominee”) should have been Huitt Tracey, who has been a director of the Company since 2017. The Company has distributed to its registered shareholders a revised Proxy for the Meeting correcting this error. Unless authority to do so is withheld by the shareholder delivering the revised form of proxy, the person named in the Proxy intend to vote FOR the election of Mr. Tracey as a director. In addition, in the event that any shareholder delivers the original Proxy for the Meeting which contained this error, the person named in the Proxy intend to vote FOR the election of Ms. Cherry as a director, unless authority to do so is withheld by the shareholder delivering the Proxy, on the basis of the discretionary authority conferred under the proxy upon the persons named in the proxy with respect to amendments to matters identified in the Notice of Annual Meeting of Shareholders for the Meeting or other matters that may properly come before the Meeting.

Anquiro Ventures Ltd.

The Company was incorporated under the Business Corporations Act (British Columbia) on March 1, 2012, and is a Capital Pool Company (as such term is defined in Policy 2.4) listed on the Exchange. The Company has no commercial operations and no assets other than cash.

Further Information

The Company plans to issue additional press releases, including a comprehensive news release in accordance with the policies of the Exchange, providing further details in respect of the Proposed Transaction, the Definitive Agreement, including its date, a description of the proposed Significant Assets (as such terms are defined in Policy 2.4), the officers, directors, Insiders and Principals (as such term is defined in Policy 2.4) of the resulting issuer from the Proposed Transaction, whether shareholder approval is required in connection with the Proposed Transaction, and other material information as it becomes available.

For further information, please contact:

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Anquiro Ventures Ltd.
595 Howe Street, Suite 303,
Vancouver, British Columbia V6C 2T5
Canada

Contact: Keturah Nathe, CEO, President and Director
Telephone: 604 718-2800 ext 312

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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 the Exchange acceptance and, if applicable pursuant to the 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 the Company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Proposed Transaction and has not approved or disapproved of the contents of this news release.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: expectations regarding whether the Proposed Transaction will be consummated, whether the Definitive Agreement can be entered into and/or completed prior to the contemplated deadline, whether each party will complete due diligence to their satisfaction, whether third party approvals including stock exchange and shareholder approvals, as required, will be obtained, whether the Concurrent Financings will be completed, whether conditions to the consummation of the Proposed Transaction and completion of the Concurrent Financings will be satisfied, or the timing for completing the Proposed Transaction and Concurrent Financings.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect management of the Company’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction and/or Concurrent Financings; the ability of Black Pine to earn an option pursuant to the GBR LOI; the ability of Black Pine to satisfy the requirements of the GBR LOI; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction and/or Concurrent Financings on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction and/or Concurrent Financings on relationships, including with regulatory bodies and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Proposed Transaction and/or Concurrent Financings. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions.

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Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Not for distribution to United States newswire services or for
dissemination in the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/165585