Vancouver, British Columbia--(Newsfile Corp. - November 2, 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, May 10, 2023, and June 19, 2023, the Company, Black Pine and Anquiro Financial Corp. ("AQR AcquisitionCo"), a wholly owned subsidiary of the Company, have entered into an amended and restated merger agreement dated October 22, 2023 (the "A&R Merger Agreement"), amending and restating the merger agreement dated June 19, 2023 (the "Original Merger Agreement").
Pursuant to the A&R Merger Agreement, the outside date for the proposed transaction between Black Pine and the Company (the "Proposed Transaction") has been extended to January 31, 2024. The parties have also (i) removed the requirement for Black Pine to complete a private placement of up to 5,000,000 common shares in the capital of Black Pine (each, a "Black Pine Share") at a price per Black Pine Share of $0.10, and (ii) revised the requirement for Black Pine to complete a private placement (the "Concurrent Financing") of subscription receipts of Black Pine (the "Subscription Receipts") to up to 7,000,000 Subscription Receipts at a price per Subscription Receipt of $0.10. Each Subscription Receipt will be converted into one unit of Black Pine comprised of one Black Pine Share and one common share purchase warrant (a "BP Warrant"), exercisable to acquire one Black Pine Share for a period of three years after its issuance at a price per share of $0.20. If the price of the common shares of the post-Proposed Transaction resulting issuer (the "Resulting Issuer") exceeds $0.28 over a period of eight consecutive trading dates commencing four months from the date of the issuance of the BP Warrant, then the Resulting Issuer may give notice in writing within 30 days of such occurrence to the holder of the BP Warrant (or the common share purchase warrants issued in exchange for the BP Warrants) (together, the "RI Warrants") that the RI Warrant shall expire at the accelerated expiry time unless previously exercised by the holder. All other material terms of the Original Merger Agreement remain unchanged.
The parties continue to work diligently towards the completion of the Proposed Transaction.
Black Pine
Black Pine is a mineral exploration company focused on the acquisition and exploration of mineral properties and currently has an option to earn 100% of the Sugarloaf Property which is situated approximately 10 miles southwest of Silver City, New Mexico, USA. The Sugarloaf Property consists of 77 unpatented claims totaling 1,544 hectares 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.
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 of the Proposed Transaction (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 Contact:
Anquiro Ventures Ltd.
Contact: Keturah Nathe, CEO, President and Director
Telephone: 604 718-2800
Black Pine Resources Corp.
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 Financing 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 Financing will be satisfied, or the timing for completing the Proposed Transaction and Concurrent Financing.
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 Financing; 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 Financing on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction and/or Concurrent Financing 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 Financing. 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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dissemination in the United States.
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