Vancouver, British Columbia--(Newsfile Corp. - April 18, 2024) - Ankh II Capital Inc. (TSXV: AUNK.P) ("Ankh II" or the "Company") is pleased to announce that it has entered into a binding letter of intent dated April 17, 2024, to enter into a business combination (the "Transaction") with Rare Earth Ridge Resources Corp. ("Rare Earth Ridge"). It is expected that upon completion of the Transaction, the combined entity (the "Resulting Issuer") will meet the listing requirements for a Tier 2 Mining issuer under the policies of the TSX Venture Exchange (the "TSXV").
General Information on Ankh II
Ankh II was incorporated under the Business Corporations Act (British Columbia) on August 23, 2022. The Company was formed for the primary purpose of completing an initial public offering on the TSXV as a Capital Pool Company (as such term is defined in TSXV Policy 2.4 - Capital Pool Companies (the "Policy")). The Company has not commenced operations and has no significant assets. The principal business of the Company is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (as such term is defined in the Policy), and it is intended that the Transaction will constitute such Qualifying Transaction. The Company's head office and registered and records office is 250 Howe Street 20th Floor, Vancouver, BC, V6C 3R8. The common shares of Ankh II ("Ankh II Common Shares") are currently listed on the TSXV and Ankh II is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan and Ontario.
Ankh II currently has 6,041,801 Ankh II Common Shares issued and outstanding and securities exercisable or exchangeable into 1,008,359 Ankh II Common Shares, being: (i) 604,179 director's options exercisable at a price of $0.10 per Ankh II Common Share; and (ii) 404,180 agent's warrants exercisable at $0.10 per Ankh II Common Share.
General Information on Rare Earth Ridge
Rare Earth Ridge was incorporated under the Business Corporations Act (British Columbia) on August 19, 2022. Rare Earth Ridge's head office is located at 2976 Thacker Avenue, Coquitlam, BC, V3C 4N7.
Rare Earth Ridge is a mineral exploration company which has a portfolio of mineral exploration properties located in British Columbia. Rare Earth Ridge's focus is on rare earth elements and rare metals, particularly lithium and rubidium.
Rare Earth Ridge has two major projects:
- The Mt. Hart project (the "Mt. Hart Project") is located in the tin-tungsten belt of British Columbia's and is adjacent to the Golden Triangle. The Mt. Hart Project has a presence of a peralkaline granite with high levels of rare earth and critical metals. Peralkaline granites are sought for their unique composition and associated critical metals, including a higher proportion of heavy rare earth elements relative to light rare earth elements. Heavy rare earth elements are more valuable and in higher demand, and project's focus on these deposits aligns with current market dynamics. The Mt. Hart Project also shows high prospectivity for tin greisen deposits, broadening its scope and appeal in the mining sector.
The Mt. Hart Project is located in an area with well-developed mining infrastructure, which is proximate to operational facilities, logistical networks, and existing mining operations. Such infrastructure facilitates the exploration process and may ease future development stages. The Mt. Hart Project is comprised of five underlying mineral titles, of which one is 95% owned by Rare Earth Ridge and the remaining four mineral titles are 100% owned by Rare Earth Ridge. Rare Earth Ridge also owns 100% of the Conrad Claim which is adjacent to the Mt. Hart Project, and the combined Mt. Hart Project plus Conrad Claim encompasses over 2,563 hectares (6,333 acres).
- The Beryl Tong Rare Earths/Metals project (the "Beryl Tong Project") is located in north-western British Columbia, siting within the Alaskan belt along the southern portion that extends into British Columbia. The Beryl Tong Project shows potential for prospectivity in rare earth elements, tin and tungsten. Initial assessments revealed rare earth elements consisting of gadolinium, terbium, dysprosium, ytterbium, and samarium. The Beryl Tong Project consists of two claim blocks with a combined area of 405.10 hectares (1,001 acres) and is 100% owned by Rare Earth Ridge.
Rare Earth Ridge currently has 29,375,001 common shares ("Rare Earth Ridge Common Shares") issued and outstanding and no convertible securities issued and outstanding other than 209,000 special warrants convertible into 209,000 common shares for no additional consideration and 200,000 compensation special warrants convertible into 200,000 common shares for no additional consideration.
Qualified Person
Carl Schulze, B.Sc. Geology, P. Geo, of Aurora Geosciences Ltd. is an independent consultant to Rare Earth Ridge, and a qualified person under National Instrument 43-101. He has reviewed and approved the technical disclosure contained in this news release.
Terms of the Transaction
The Transaction is expected to be completed by way of a three-cornered amalgamation, share purchase, share exchange or alternate transaction to be determined with input from the legal and tax advisors to each of Ankh II and Rare Earth Ridge, which will result in Rare Earth Ridge becoming a wholly-owned subsidiary of Ankh II.
Upon the satisfaction or waiver of the conditions set out in the definitive transaction agreement to be entered into by Ankh II and Rare Earth Ridge (the "Definitive Agreement"), the following, among other things, will be completed in connection with the Transaction:
Ankh II will change its name to such name as determined by Rare Earth Ridge in its sole discretion, in compliance with applicable law and as may be acceptable to the TSXV and a corresponding change shall be made to the trading symbol;
Ankh II shall change its auditor to such audit firm as determined by Rare Earth Ridge in its sole discretion, subject to applicable regulatory requirements and securities laws;
Rare Earth Ridge will consolidate (the "Rare Earth Ridge Consolidation") all of the then issued and outstanding Rare Earth Ridge Common Shares on the basis of one post-Consolidation Rare Earth Ridge Common Share for each previously outstanding two Rare Earth Ridge Common Shares;
the holders of Rare Earth Ridge Common Shares, as adjusted for by the Rare Earth Ridge Consolidation, will receive one common share of the Resulting Issuer (on a post-Consolidation basis) in exchange for their Rare Earth Ridge Common Shares, at a ratio of one to one (the "Exchange Ratio"); and
the management and board of directors of the Resulting Issuer will be determined by Rare Earth Ridge and announced in further press releases.
The Transaction is not expected to constitute a Non-Arm's Length Qualifying Transaction or a related party transaction pursuant to the policies of the TSXV.
Private Placement Financing
In connection with and as a condition to the Transaction, Rare Earth Ridge intends to complete an equity financing for minimum gross proceeds of $700,000 and maximum gross proceeds of up to $1,500,000, consisting of both flow through and non-flow through units (the "Private Placement").
It is expected the Private Placement structure will include the issuance of a minimum value of $200,000 and a maximum of up to $400,000 in flow through units ("FT Units") priced at $0.065 per FT Unit, with each FT Unit consisting of one flow through Rare Earth Ridge Common Share and one-half of one warrant, with each full warrant entitling the holder to acquire one additional Rare Earth Ridge Common Share for 2 years at an exercise price $0.10 per warrant. In addition, a minimum value of $500,000 and a maximum of up to $1,100,000 in non-flow through units ("Units") priced at $0.05 per Unit will be issued, with each Unit consisting of one Rare Earth Ridge Common Share and one-half of one warrant, with each full warrant entitling the holder to acquire one additional Rare Earth Ridge Common Share for 2 years at an exercise price of $0.10 per warrant. The Private Placement is expected to complete prior to the Rare Earth Ridge Consolidation and the information described herein is on a pre-consolidation basis.
The FT Units and Units are expected to be sold to "accredited investors" and other exempt parties pursuant to exemptions from prospectus requirements under Canadian securities laws. Some of the Private Placement may be sold by Ankh II on the same terms (but with Ankh II Common Shares) and would be completed with the closing of the Transaction. The net proceeds of the Private Placement will be used for exploration and development of the Resulting Issuer's properties as well as working capital and general corporate purposes.
The ultimate structuring of the Private Placement is subject to receipt of tax, securities law and corporate law advice.
Conditions of the Transaction
Completion of the Transaction is subject to the satisfaction of customary closing conditions, including: (i) the satisfactory completion of due diligence by each of Ankh II and Rare Earth Ridge; (ii) receipt of all required approvals and consents relating to the Transaction, including without limitation any approvals of the shareholders of Ankh II and Rare Earth Ridge, as required by the TSXV and under applicable corporate or securities laws; (iii) completion of the Private Placement; and (iv) the TSXV's approval for listing the shares of the Resulting Issuer.
Finder's Fee
In connection with the Transaction, the parties have agreed to pay a 2.5% finder's fee to an arm's length party, which fee shall be payable in Resulting Issuer Common Shares, subject to the approval by the TSXV.
Sponsorship of Transaction
The Transaction will be subject to the sponsorship requirements of the TSXV unless a waiver or exemption from the sponsorship requirement is available. If required, a sponsor will be identified at a later date and will be announced in a subsequent news release. Ankh II intends to apply for a waiver of the sponsorship requirement in connection with the Transaction.
Trading Halt
Trading in Ankh II Common Shares on the TSXV will remain halted in compliance with the policies of the TSXV in connection with the announcement of the Transaction, and is expected to remain halted pending the review of the Transaction by the TSXV, and satisfaction of the conditions of the TSXV for resumption of trading. It is not expected that trading in the Ankh II Common Shares will resume prior to the closing of the Transaction.
Filing Statement
In connection with the Transaction and in compliance with the policies of the TSXV, Ankh II will file on SEDAR+ a filing statement which will contain details regarding the Transaction, Ankh II, Rare Earth Ridge and the Resulting Issuer. As the Transaction is not a Non-Arm's Length Qualifying Transaction Ankh II will not be required to obtain the approval of its shareholders for the Transaction as provided by the TSXV's policies.
Additional Information
If and when a Definitive Agreement is executed, Ankh II will issue a subsequent press release in accordance with the policies of the TSXV containing details of the Definitive Agreement and additional terms of the Transaction, including information relating to sponsorship, summary financial information in respect of Rare Earth Ridge, and to the extent not contained in this press release, additional information with respect to the Private Placement, history of Rare Earth Ridge and the proposed directors, officers, and insiders of the Resulting Issuer upon completion of the Transaction.
For further information please contact:
Ankh II Capital Inc.
Roger Milad, CEO and CFO
Phone: (604) 690-2680
Rare Earth Ridge Resources Corp.
Barry Miller, President, CEO and Director
Phone: (778) 232-1878
Email: barry@rareearthridge.com
All information in this press release relating to Rare Earth Ridge has been provided by Rare Earth Ridge and is the sole responsibility of Rare Earth Ridge.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Note
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV 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 TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Forward-Looking Statements
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the exploration and development of Rare Earth Ridge's [properties, projects, claims, etc.], [the exercise by Rare Earth Ridge of options to acquire properties], the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction (including the Rare Earth Ridge Consolidation), the Exchange Ratio, the name change of the Company, the Private Placement, the use of proceeds of the Private Placement and the proposed directors and officers of the Resulting Issuer. The information about Rare Earth Ridge contained in the press release has not been independently verified by Ankh II. Although Ankh II believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because Ankh II can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, the name change of the Company, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions, that the ultimate terms of the Transaction, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will differ from those that currently are contemplated, and that the Transaction, the name change of the Company, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Transaction may change based on Ankh II's due diligence (which is going to be limited as Ankh II intends largely to rely on the due diligence of other parties of the Transaction to contain its costs, among other things) and the receipt of tax, corporate and securities law advice for both Ankh II and Rare Earth Ridge. The statements in this press release are made as of the date of this press release. Ankh II undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of Ankh II, Rare Earth Ridge, their securities, or their respective financial or operating results (as applicable).
Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/206063
SOURCE: Ankh II Capital Inc.
