Vancouver, British Columbia--(Newsfile Corp. - October 17, 2024) - 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, have entered into a termination agreement with Anquiro Financial Corp. ("AQR AcquisitionCo"), terminating the previously announced transaction pursuant to the second amended and restated merger agreement dated May 21, 2024 (the "Original Agreement").
On November 6, 2020, Richard Barnett, a director of AQR, incorporated AQR AcquisitionCo. The intention was to transfer the incorporator share to AQR shortly after incorporation; however, due to an administrative delay, this transfer was not effected until June 8, 2023. On June 8, 2023, the Company acquired 100% of the common shares of AQR AcquisitionCo, being one common share of AQR AcquisitionCo, for consideration of $1.00.
The purchase of the one common share of AQR AcquisitionCo required consent from the TSX Venture Exchange ("Exchange"), which the Company did not obtain and thus inadvertently contravened the policies of the Exchange. At the request of the Exchange, the Company has agreed to unwind the acquisition of AQR AcquisitionCo. To that effect, the Company has entered into a share purchase agreement with Richard Barnett whereby the Company will sell and Mr. Barnett will purchase the sole outstanding common share of AQR AcquisitionCo in consideration for the purchase price paid by the Company for such share, being $1.00 (the "Unwinding Transaction"). Pursuant to the Unwinding Transaction, all liabilities of AQR AcquisitionCo will remain liabilities of AQR AcquisitionCo and will not be assumed by the Company.
As Mr. Barnett is a director of the Company, the Unwinding Transaction constitutes a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Consequently, the Company is required, unless an exemption is available, to obtain a formal valuation and minority shareholder approval in respect of the Unwinding Transaction. The aggregate consideration to be paid by Mr. Barnett to the Company is $1.00, as such, the fair market value of the Unwinding Transaction does not exceed more than 25% of the market capitalization of the Company, as such, the Company is exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 pursuant to Sections 5.5(a) and 5.7(1)(a).
Subsequent to the completion of the Unwinding Transaction, the Company and Black Pine entered into a merger agreement with 1504671 B.C. Ltd. ("New AcquisitionCo"), whereby the Company is anticipated to acquire the business of Black Pine. The Merger Agreement features near identical terms (other than (i) the replacement of AQR AcquisitionCo with New AcquisitionCo and (ii) the revision of the outside date of the Merger Agreement to February 28, 2025) to the previously terminated Original Agreement, pursuant to which the Company and Black Pine are anticipated to complete a three-cornered amalgamation, whereby New AcquisitionCo will amalgamate with Black Pine under the Business Corporations Act (British Columbia) (the "Proposed Transaction"). For additional information on the structure of the Proposed Transaction, please see the Company's news releases dated February 24, 2023, May 10, 2023, June 19, 2023, November 2, 2023, February 1, 2024, and May 21, 2024.
The Proposed Transaction is a Non-Arm's Length Qualifying Transaction as the same parties and their Associates or Affiliates are Control Persons (as such aforementioned capitalized terms are defined in the policies of the Exchange) in both the Company and Black Pine. Furthermore, the Proposed Transaction may be considered a related party transaction (as such term is defined in Multilateral Instrument 61-101) because (a) Ms. Keturah Nathe (President, CEO and a director of the Company) is also a director of Black Pine, Mr. Joe DeVries (a director of the Company) is also a director of Black Pine, and Mr. Richard Barnett (a director of the Company) is also the CFO of Black Pine; and (b) the aggregated holdings of the issued and outstanding common shares of the Company and of Black Pine by Principals (as such term is defined in the policies of the Exchange) of the Company exceed 20%.
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 December 31, 2024. 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 is currently suspended in accordance with the policies of the Exchange and will remain suspended 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.
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. Pursuant to a letter of intent dated April 12, 2022 ("GBR LOI"), as amended, with Great Basin Resources Inc. ("GBR"), Black Pine is entitled to earn an undivided 100% interest in the Sugarloaf Copper Project (the "Sugarloaf Property"), subject to a 2% net smeltery royalty due to GBR and certain other payments due to GBR, as provided in the GBR LOI.
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 Exchange Policy 2.4) listed on the Exchange. The Company has no commercial operations and no assets other than cash.
Further Information
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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 in connection with the Proposed Transaction 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 in connection with the Proposed Transaction will be satisfied, or the timing for completing the Proposed Transaction and concurrent financings in connection with the Proposed Transaction.
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; the anticipated use of funds from concurrent financings in connection with the Proposed Transaction; the ability of Black Pine to earn an undivided 100% interest in the Sugarloaf Property, subject to any net smelter royalty payable, pursuant to 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 in connection with the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction and/or concurrent financings in connection with the Proposed Transaction 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 in connection with the Proposed Transaction. 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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