Vancouver, British Columbia--(Newsfile Corp. - June 19, 2023) - Anquiro Ventures Ltd. (TSXV: AQR.P) (the "Company") and Black Pine Resources Corp. ("Black Pine"), a private corporation incorporated under the laws of the Province of British Columbia, are pleased to announce that further to the Company's press releases dated February 24, 2023, and May 10, 2023, the Company, Black Pine and Anquiro Financial Corp. ("AQR AcquisitionCo"), a wholly owned subsidiary of the Company, have entered into a binding merger agreement dated June 19, 2023 (the "Merger Agreement"), whereby the Company is anticipated to acquire the business of Black Pine. The Merger Agreement outlines the terms and conditions pursuant to which the Company and Black Pine are anticipated to complete a three cornered amalgamation, whereby AQR AcquisitionCo will amalgamate with Black Pine under the Business Corporations Act (British Columbia) (the "Proposed Transaction").
Upon completion of the Proposed Transaction, it is anticipated that the Company will have changed its name to "Black Pine Resources Corp." (the "Name Change") or such other name as may be agreed upon in writing by Black Pine and the Company (the "Resulting Issuer"). The Proposed Transaction, if completed, will 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")). Upon completion of the Proposed Transaction, the Resulting Issuer will carry on the business of Black Pine and intends to list as a tier 2 mining issuer on the Exchange.
Subject to satisfaction or waiver of the conditions precedent referred to herein and in the Merger Agreement, the Company and Black Pine anticipate that the Proposed Transaction will be completed no later than September 30, 2023. There is no assurance that the Proposed Transaction will be completed on the terms proposed herein or at all.
Trading in the common shares of the Company (the "Company 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 Qualifying Transaction
The Proposed Transaction will result in the Company acquiring all of the issued and outstanding securities of Black Pine in exchange for the issuance of securities of the Company by way of a three-cornered amalgamation between Black Pine, the Company and AQR AcquisitionCo, which will result in the entity resulting from the amalgamation of AQR AcquisitionCo and Black Pine becoming a wholly-owned subsidiary of the Company.
The Proposed Transaction is contemplated as an amalgamation under the Business Corporations Act (British Columbia) between AQR AcquisitionCo and Black Pine 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.
In exchange for each common share of Black Pine (a "BP Share"), the Company will issue to the shareholders of Black Pine, on a prospectus and registration exempt basis, one Company Share at a deemed issuance price of $0.15 per Company Share (the "Resulting Issuer List Price").
On completion of the Proposed Transaction, the former shareholders of Black Pine will own a majority of the issued and outstanding common shares of the Resulting Issuer (the "Resulting Issuer Shares"). Assuming completion of the maximum Concurrent Financings (as defined below), upon completion of the Proposed Transaction, the former shareholders of Black Pine as a group are expected to hold approximately 87.29% of the Resulting Issuer's issued and outstanding shares, and the shareholders of the Company immediately prior to the closing of the Proposed Transaction as a group are expected to hold approximately 12.7% of the Resulting Issuer's issued and outstanding shares, on a non-diluted basis.
The completion of the Proposed Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to (i) the receipt of all necessary corporate approvals, (ii) the receipt of regulatory and Exchange approval for the Proposed Transaction to the extent as required by applicable law and policies of the Exchange; (iii) the filing with the applicable securities regulatory authorities of a filing statement or information circular regarding the Proposed Transaction, (iv) the receipt of conditional approval from the Exchange for the Proposed Transaction and the listing of the Resulting Issuer Shares upon completion of the Proposed Transaction; and (v) the completion of the Name Change. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all.
Concurrent Financing
Prior to the effective time of the Proposed Transaction, Black Pine will undertake two private placement offerings of securities in Black Pine as follows: (1) a private placement offering (the "Share Financing") of up to 5,000,000 common shares in the capital of Black Pine (the "Financing Shares") for aggregate gross proceeds of up to $500,000 at a price per Financing Share equal to $0.10; and (2) a private placement offering (the "SR Financing", and together with the Share Financing, the "Concurrent Financings") of up to 10,000,000 subscription receipts of Black Pine ("Subscription Receipts") for aggregate gross proceeds of up to $1,500,000 at a price per Subscription Receipt equal to the Resulting Issuer List Price. Black Pine anticipates that it will pay a finder's fee of 7.5% of the gross proceeds of the Concurrent Financings to certain finders. The Resulting Issuer anticipates using the proceeds of the Concurrent Financings to carry out exploration of the Sugarloaf Property and for general working capital.
Upon satisfaction of certain escrow release conditions, each Subscription Receipt will automatically convert into one unit of Black Pine (an "SR Unit"), comprised of one common share in the capital of Black Pine and one-half of one common share purchase warrant of Black Pine (each whole warrant, an "SR Warrant"), at no additional cost to the holder. Each SR Warrant will be exercisable for a period of two years after its issuance to acquire one common share in the capital of Black Pine at a price per share of $0.35.
The Subscription Receipts will be governed by subscription receipt certificates. The gross proceeds of the SR Financing less any finder's fee payable will be held in escrow and invested in an interest-bearing account by an escrow agent (the "Escrow Agent") pursuant to an escrow agreement. If the escrow release conditions are not satisfied by 5:00 p.m. (Vancouver time) on September 30, 2023 (or such later date as may be agreed upon in writing by Black Pine and the Company) (the "Escrow Deadline"), the Subscription Receipts will be deemed to be cancelled and the Escrow Agent will return the escrowed funds to the holders of the Subscription Receipts on a pro rata basis. Black Pine will be liable for any shortfall between the amounts owing to the holders of the Subscription Receipts and the escrowed funds. If the escrow release conditions are satisfied or waived prior to the Escrow Deadline, then the Escrow Agent will release the escrowed funds of the SR Financing to the Company, less any applicable costs, and all Subscription Receipts will automatically convert into one SR Unit, subject to adjustments in certain events.
The Concurrent Financings are not subject to a minimum financing amount and may close in tranches. There is no assurance that the Concurrent Financings will be completed on the terms proposed herein or at all.
Black Pine Financial Information
Set forth below is certain financial information derived from Black Pine's financial statements in Canadian dollars.
| Three Months Ended March 31, 2023 (Unaudited) | Fiscal Year Ended December 31, 2022 (Audited) | Fiscal Year Ended December 31, 2021 (Audited) | |
| Assets | $948,245 | $1,028,759 | $1,207,334 |
| Liabilities | $51,882 | $36,080 | $62,071 |
| Revenues | $Nil | Nil | Nil |
| Comprehensive Income (Loss) | $(96,313) | $(173,209) | $204,779 |
Non-Arm's Length Parties
Mr. Joe DeVries and Ms. Keturah Nathe are directors of the Company and of Black Pine and Ms. Nathe is the President and Chief Executive Officer of Black Pine. Mr. Richard Barnett is a director of AQR and the Chief Financial Officer of Black Pine. As such, Mr. DeVries, Ms. Nathe and Mr. Barnett are: (i) Non-Arm's Length Parties and Insiders of the Company, and (ii) Non-Arm's Length Parties and Insiders of Black Pine. The Company does not consider the Proposed Transaction to be a "Non-Arm's Length Qualifying Transaction" (as such term is defined in Policy 2.4) as (i) Mr. DeVries holds more than 20% of the issued and outstanding Company Shares but less than 20% of the issued and outstanding BP Shares, (ii) Ms. Nathe holds less than 20% of the issued and outstanding Company Shares and less than 20% of the issued and outstanding BP Shares, and (iii) Mr. Barnett holds less than 20% of the issued and outstanding Company Shares and less than 20% of the issued and outstanding BP Shares.
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 directors: Joe DeVries, Keturah Nathe, Christopher Cherry, Richard Drew Martel, and Richard Kern. It is anticipated that the senior management of the Resulting Issuer will be as follows: Keturah Nathe as Interim Chief Executive Officer and Corporate Secretary, and Teresa Cherry as Chief Financial Officer.
Keturah Nathe, Interim Chief Executive Officer, Corporate Secretary and a Director
Ms. Nathe brings 11 years' experience at both public and private companies in various industries including: mineral exploration and development, oil and gas, technology, agriculture, and property development. Her experience includes corporate and regulatory compliance, structuring and execution of debt and equity financings, corporate strategy, identifying and evaluating acquisition targets and due diligence reviews, industry/market research/valuations, and contract negotiations. Ms. Nathe is the CEO and President of American Biofuels Inc. (NEX: ABS)., since January 2019, and the President of the Company since June 2017. Ms. Nathe is a resident of British Columbia.
Teresa Cherry, Chief Financial Officer
Ms. Cherry is the Chief Financial Officer of several junior public companies that trade on the TSX Venture Exchange, NEX, and the Canadian Securities Exchange. She has over 10 years' experience assisting public companies with financial reporting in the exploration, development, and production stages. Ms. Cherry is a member of the Chartered Professional Accountants of British Columbia (CPA, CGA). Ms. Cherry is a resident of British Columbia.
Joe DeVries, Director
Mr. DeVries is a businessman with over 30 years' experience in assisting public companies with financing, development and administration. He has facilitated the building of shareholder equity value with development capital. He is presently Interim CEO President and a director of Altima Resources Ltd. (TSXV: ARH), CEO, President and a director of Petrichor Energy Inc. (TSXV: PTP) and a director of the Company. Mr. DeVries is a resident of British Columbia.
Richard Drew Martel, Director
Mr. Martel has been involved with private and publicly listed companies for the past 25 years. Currently, Drew is the principal of RAMM Communications Corp, a private consultancy firm specializing in advising growth companies in mining, energy and early-stage venture capital companies. Mr. Martel has held senior management positions as, Director, Corporate Development and Marketing with Tan Range Resources Co. New Millennium Metals Corp., which merged with Platinum Group Metals Ltd. (TSX: PTM), Kiska Metals Corporation, Balmoral Resources Ltd., MAG Silver Corp. (TSX: MAG), Constantine Metals Resources Ltd. and Canagold Resources Corp. (TSX: CCM). Mr. Martel is a resident of British Columbia.
Richard Kern, Director
Mr. Kern, B.Sc., M.Sc., is a professional geologist with over 35 years of experience in mineral exploration in the U.S., Central America, South America and Australia. He has been involved in major discoveries in the Western U.S. and Australia. Mr. Kern's areas of expertise include establishing base, precious metal and lithium exploration programs throughout North America, with an emphasis on the Western U.S. Mr. Kern has strong analytical skills focusing on a mixture of methods such as practical field geology, geochemistry and drilling with state of the art GIS, geochemical and geophysical methods. Mr. Kern is currently the president of GBR and CEO of Iconic Minerals Ltd. (TSXV: ICM) and has held executive and management level positions in North Mining, Inc., Homestake Mining Company (NYSE: HM), Superior Oil Company, and the U.S. Geological Survey. Mr. Kern is a resident of Nevada, United States.
Christopher Cherry, Director
Mr. Cherry has extensive corporate experience and has held senior level positions such as director, chief financial officer, and corporate secretary for several public companies. He has been a Chartered Accountant since February 2009, and a Certified General Accountant since 2004. In his former experience as an auditor, he held positions with KPMG and Davidson and Company in Vancouver, where he gained experience as an auditor for junior public companies, and as an IPO specialist. Mr. Cherry is a resident of British Columbia.
Sponsorship
Sponsorship of a Qualifying Transaction (as such term is defined in Policy 2.4) is required by the Exchange unless a waiver from the sponsorship requirement is obtained. The Company 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.
Black Pine
Black Pine was incorporated under the Business Corporations Act (British Columbia) on October 20, 2017, under the name " Digital Asset Management Corp." On February 23, 2021, Black Pine changed its name to "Black Pine Resources Corp.".
Black Pine is a mineral exploration company focused on the acquisition and exploration of mineral properties. Further to its principal business, Black Pine entered into a letter of intent (the "GBR LOI") dated April 12, 2022, with Great Basin Resources Inc. ("GBR"), a privately held natural resource company founded after the breakup of MinQuest Inc. in 2017, pursuant to which it is entitled to earn an undivided 100% interest in the Sugarloaf Copper Project (the "Sugarloaf Property"), subject to a 2% net smelter royalty due to GBR and further subject to a cash payment of US$1,000,000 payable to GBR upon the Sugarloaf Property attaining commercial production, as defined it the GBR LOI, by (i) reimbursing GBR for all documented expenses, to a maximum of US$100,000 (paid), including for the preparation of a National Instrument 43-101 technical report; and (ii) expending (A) US$300,000 in exploration funds by no later than the first anniversary of the date of the closing of the transaction pursuant to the GBR LOI (the "GBR Closing Date"), (B) a cumulative aggregate of US$500,000 in exploration funds by no later than the second anniversary of the GBR Closing Date, (C) a cumulative aggregate of US$1,500,000 in exploration funds by no later than the third anniversary of the GBR Closing Date, and (D) a cumulative aggregate of US$3,000,000 in exploration funds by no later than the fourth anniversary of the GBR Closing Date. The Sugarloaf Property is situated approximately 10 miles southwest of Silver City, New Mexico, USA, and consists of 77 unpatented claims totaling 1,544 hectares.
The Sugarloaf Property
The Sugarloaf Property is comprised of 77 unpatented mining claims covering a total of 1,544 acres located 650 meters west of Freeport's secondary copper open pit at the Tyrone Mine, New Mexico. Surface sampling completed to date on the Sugarloaf Property has delineated an area in excess of 5,000 feet long by 1,000 feet wide of mineralization that assays 0.20% to 0.48% copper and several high angle shear zones that assay up to 6.29% copper. IP/Resistivity surveys conducted in 1973 and 2022 have identified an apparent sulfide body in the northeast and a peripheral zone with a geophysical signature consistent with a copper oxide blanket that extends to the south around the area of a small open pit. Leaching tests done on samples from the vicinity of the open pit showed potential leachability using sulfuric acid. Black Pine has submitted a plan of operation through the U.S. Forest Service to seek approval to complete a stage 1 drilling program. Readers are cautioned that the above-mentioned samples are selective and may be biased by nature and therefore are not necessarily representative of the overall grade and extent of any mineralization that could occur on the subject areas of the Sugarloaf Property.
The scientific and technical information contained in this news release was reviewed and approved by Richard Kern, B.Sc., M.Sc., is a Qualified Person and a proposed director of the Resulting Issuer, as defined under National Instrument 43-101.
Additional information regarding Black Pine can be viewed on its website at www.blackpineresources.com.
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
For further information, please contact:
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
Black Pine Resources Corp.
c/o 1066 West Hastings Street, Suite 2600,
Vancouver, British Columbia V6E 3X1
Canada
Contact: Richard Drew Martel, CEO
Telephone: 604-685-9911 ext. 309
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 and Black Pine 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 the mineral exploration activities of the Resulting Issuer, expectations regarding whether the Proposed Transaction will be consummated, whether the Concurrent Financings will be completed on the terms proposed or at all, including 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 and Black Pine'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 and Black Pine believe 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 anticipated use of funds from the Concurrent Financings; the ability of Black Pine to earn an undivided 100% interest in the Sugarloaf Property, subject to any net smelter royalty payable, pursuant to the GBR LOI; the ability of Black Pine to satisfy the requirements of the GBR LOI; the ability to carry out exploration programs on the Sugarloaf Property; 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, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; risks relating to epidemics or pandemics such as COVID-19, including the impact of COVID-19 on the Company's business, financial condition and results of operations, 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 Black Pine and market conditions.
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 and Black Pine have 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 and Black Pine do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
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