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Anacott Acquisition Corp
Symbol	AAC
Shares Issued	4,400,896
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Anacott target Ramp appoints Bennett as adviser

2023-09-25 09:09 ET - News Release

Subject: Anacott Acquisition Corporation (TSXV:AAC.P) - News Release Word Document File: '\\swfile\EmailIn\20230925 053819 Attachment Press release - 2023.09.25 Anacott Acquisition Corp.DOCX' 2 33320948v1 ANACOTT ANNOUNCES QUALIFYING TRANSACTION TARGET, RAMP METALS, APPOINTS KEY STRATEGIC ADVISOR DR. MARK BENNETT Mark Bennett founded Sirius Resources (acquired for AUD$1.8 billion in 2015) and oversaw the development of the Nova-Bollinger nickel-copper mine in Western Australia. WINNIPEG, MB - September 25th, 2023 - Anacott Acquisition Corporation (TSXV: AAC.P) ("Anacott") is pleased to announce that Ramp Metals Inc. ("Ramp"), Anacott's proposed merger partner, has appointed Dr. Mark Bennett as a Strategic Advisor. Dr. Bennett is a prominent, PhD-qualified geologist in the global mining industry with over 30 years of experience in capital raising, mineral exploration and establishing mines, having held various technical, operational, executive and board roles in Australia, Canada, West Africa, Europe and the United States. "Ramp has hit the ground running and added a key technical and strategic advisor who is very familiar with the exploration model of the Rottenstone property," commented Anacott CEO Michael Romanik. "The timing couldn't be better as the company gears up for the maiden drill program to test the exciting targets recently identified from the large airborne HTDEM + Mag survey completed in the spring." With a proven track record in the mining industry, Dr. Bennett will draw from his expertise and extensive experience and is expected to play a pivotal role in stewarding Ramp in advancing its flagship Rottenstone SW property. Dr. Bennett will be advising on all aspects of geology while providing guidance to Ramp's management team through the discovery process. Ramp's VP of Exploration, Garrett Smith, said, "We are thrilled to have Mark join the Ramp team at such a crucial time in the company's history. He brings a wealth of experience in the discovery process and, specifically, nickel sulphide deposits. With our Rottenstone Eye target showing striking similarities to the setting of the Nova-Bollinger deposit, we could not think of a better strategic fit for our team than the geologist who was instrumental in the discovery of Nova." Throughout his career, Dr. Bennett has been instrumental in several discoveries which include the staking and initial drilling of the Wahgnion gold mine in Burkina Faso for Western Mining Corporation, the discovery and drill out of the Thunderbox gold mine and Waterloo nickel mine in Australia for LionOre Mining, and most notably, the Nova-Bollinger nickel-copper mine in Australia for Sirius Resources. He has been involved in raising over $1 billion in debt and equity financing for funding exploration and development projects and overseen mergers, demergers, acquisitions, investments and divestments. Dr. Bennett previously served as the founding CEO and Managing Director of Sirius Resources, a company that raised approximately $900 million in equity and debt financing to develop the Nova-Bollinger mine. During his tenure, Sirius was regarded as one of the best performing companies listed on the Australian Securities Exchange (ASX), and was acquired for a total of AUD$1.8 billion in 2015. At Sirius, he was directly responsible for the discovery of Nova and the subsequent drill out, feasibility, financing, permitting and construction of the mine. He is currently the Chairman of the Board of Directors for two ASX-listed companies, namely Falcon Metals Limited and S2 Resources Ltd and he is a former director of Todd River Resources Limited and IGO Limited. Dr. Bennett is a Fellow of the Australian Institute of Geoscientists and the Geological Society of London, and a Member of the Australian Institute of Mining and Metallurgy and the Australian Institute of Company Directors. He is a two-time winner of the Australian Mining and Exploration Companies "Prospector Award" for his discoveries and was named "Legend in Mining" at the 2014 International Mining and Resources Conference in Melbourne. Qualifying Transaction On July 28, 2023, Anacott entered into a binding merger agreement (the "Merger Agreement") with Ramp and 1429494 B.C. Ltd., a wholly owned subsidiary of Anacott, in respect of an arm's length reverse-takeover transaction of Anacott by Ramp (the "Proposed Transaction"), which will constitute Anacott's Qualifying Transaction (as such term is defined in TSX Venture Exchange Policy 2.4 - Capital Pool Companies). Further information regarding the Qualifying Transaction can be found in Anacott's news release dated July 28, 2023. Financing Overview The completion of the Proposed Transaction is subject to the satisfaction certain conditions, including but not limited to: (i) the completion of a concurrent financing for gross proceeds of a minimum of $1,000,000 (the "Concurrent Financing") through the issuance of either units of Anacott (each, an "Anacott Unit") at a price of $0.20 per Anacott Unit, and/or subscription receipts of Ramp (each, a "Ramp Subscription Receipt") at a price of $0.20 per Ramp Subscription Receipt; (ii) the completion of the Consolidation (as defined herein); and (iii) the receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the approval of the Exchange. Each Anacott Unit issuable in the Concurrent Financing will consist of one post-Consolidation common share of Anacott (each, an "Anacott Share") and one half of one share purchase warrant, with each whole warrant exercisable into one post-Consolidation Anacott Share at a price of $0.35 per Anacott Share for a period of 24 months, while each Ramp Subscription Receipt will be convertible into one Anacott Unit immediately prior to the closing of the Proposed Transaction. The completion of the Proposed Transaction is subject to the satisfaction of certain conditions, and there is no guarantee that the Proposed Transaction will be completed on the terms described in the Merger Agreement or at all. About Ramp Metals Inc. Ramp is a battery and base metals exploration company with two flagship properties located in northern Saskatchewan and one property in Nye County, Nevada. The management team is passionate about green field exploration and new technologies. The vision of Ramp is to make the next big discovery required to fuel the green technology movement. About Anacott Acquisition Corporation Anacott is a capital pool company (as defined in the policies of the Exchange) listed on the Exchange having been incorporated under the Canada Business Corporations Act. Anacott has no commercial operations and no assets other than cash. This press release is not an offer of securities for sale in the United States. The securities described in this press release have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to Exchange acceptance and, if applicable pursuant to 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 Anacott should be considered highly speculative. The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved of the contents of this press release. For further information, please contact: Michael Romanik Chief Executive Officer Telephone: 204.724.0613 E-mail: romanikm@mymts.net Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. FORWARD-LOOKING STATEMENTS This news release contains "forward-looking statements" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding: the completion of the Proposed Transaction; the ability of Anacott and Ramp to complete the terms on which the Proposed Transaction is intended to be completed, the ability of Anacott and Ramp to obtain regulatory and shareholder approvals; and other factors. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the inability of Anacott and Ramp to complete the Proposed Transaction; the inability of Anacott and Ramp to complete the terms on which the Proposed Transaction is intended to be completed; the inability of Anacott and Ramp to obtain regulatory and shareholder approvals; risks regarding the market conditions; economic factors; the inability of management to manage and to operate the business of the Resulting Issuer; and the risks inherent in equity markets generally. Although Anacott and Ramp have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and neither Anacott and Ramp undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. PDF Document File: Attachment Press release - 2023.09.25 Anacott Acquisition Corp.pdf ANACOTT ANNOUNCES QUALIFYING TRANSACTION TARGET, RAMP METALS, APPOINTS KEY STRATEGIC ADVISOR DR. MARK BENNETT Mark Bennett founded Sirius Resources (acquired for AUD$1.8 billion in 2015) and oversaw the development of the Nova-Bollinger nickel-copper mine in Western Australia. WINNIPEG, MB September 25th, 2023 Anacott Acquisition Corporation (TSXV: AAC.P) ("Anacott") is pleased to announce that Ramp Metals Inc. ("Ramp"), Anacott's proposed merger partner, has appointed Dr. Mark Bennett as a Strategic Advisor. Dr. Bennett is a prominent, PhD-qualified geologist in the global mining industry with over 30 years of experience in capital raising, mineral exploration and establishing mines, having held various technical, operational, executive and board roles in Australia, Canada, West Africa, Europe and the United States. "Ramp has hit the ground running and added a key technical and strategic advisor who is very familiar with the exploration model of the Rottenstone property," commented Anacott CEO Michael Romanik. "The timing couldn't be better as the company gears up for the maiden drill program to test the exciting targets recently identified from the large airborne HTDEM + Mag survey completed in the spring." With a proven track record in the mining industry, Dr. Bennett will draw from his expertise and extensive experience and is expected to play a pivotal role in stewarding Ramp in advancing its flagship Rottenstone SW property. Dr. Bennett will be advising on all aspects of geology while providing guidance to Ramp's management team through the discovery process. Ramp's VP of Exploration, Garrett Smith, said, "We are thrilled to have Mark join the Ramp team at such a crucial time in the company's history. He brings a wealth of experience in the discovery process and, specifically, nickel sulphide deposits. With our Rottenstone Eye target showing striking similarities to the setting of the Nova-Bollinger deposit, we could not think of a better strategic fit for our team than the geologist who was instrumental in the discovery of Nova." Throughout his career, Dr. Bennett has been instrumental in several discoveries which include the staking and initial drilling of the Wahgnion gold mine in Burkina Faso for Western Mining Corporation, the discovery and drill out of the Thunderbox gold mine and Waterloo nickel mine in Australia for LionOre Mining, and most notably, the Nova-Bollinger nickel-copper mine in Australia for Sirius Resources. He has been involved in raising over $1 billion in debt and equity financing for funding exploration and development projects and overseen mergers, demergers, acquisitions, investments and divestments. Dr. Bennett previously served as the founding CEO and Managing Director of Sirius Resources, a company that raised approximately $900 million in equity and debt financing to develop the Nova-Bollinger mine. During his tenure, Sirius was regarded as one of the best performing - 2 - companies listed on the Australian Securities Exchange (ASX), and was acquired for a total of AUD$1.8 billion in 2015. At Sirius, he was directly responsible for the discovery of Nova and the subsequent drill out, feasibility, financing, permitting and construction of the mine. He is currently the Chairman of the Board of Directors for two ASX-listed companies, namely Falcon Metals Limited and S2 Resources Ltd and he is a former director of Todd River Resources Limited and IGO Limited. Dr. Bennett is a Fellow of the Australian Institute of Geoscientists and the Geological Society of London, and a Member of the Australian Institute of Mining and Metallurgy and the Australian Institute of Company Directors. He is a two-time winner of the Australian Mining and Exploration Companies "Prospector Award" for his discoveries and was named "Legend in Mining" at the 2014 International Mining and Resources Conference in Melbourne. Qualifying Transaction On July 28, 2023, Anacott entered into a binding merger agreement (the "Merger Agreement") with Ramp and 1429494 B.C. Ltd., a wholly owned subsidiary of Anacott, in respect of an arm's length reverse-takeover transaction of Anacott by Ramp (the "Proposed Transaction"), which will constitute Anacott's Qualifying Transaction (as such term is defined in TSX Venture Exchange Policy 2.4 - Capital Pool Companies). Further information regarding the Qualifying Transaction can be found in Anacott's news release dated July 28, 2023. Financing Overview The completion of the Proposed Transaction is subject to the satisfaction certain conditions, including but not limited to: (i) the completion of a concurrent financing for gross proceeds of a minimum of $1,000,000 (the "Concurrent Financing") through the issuance of either units of Anacott (each, an "Anacott Unit") at a price of $0.20 per Anacott Unit, and/or subscription receipts of Ramp (each, a "Ramp Subscription Receipt") at a price of $0.20 per Ramp Subscription Receipt; (ii) the completion of the Consolidation (as defined herein); and (iii) the receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the approval of the Exchange. Each Anacott Unit issuable in the Concurrent Financing will consist of one post-Consolidation common share of Anacott (each, an "Anacott Share") and one half of one share purchase warrant, with each whole warrant exercisable into one post- Consolidation Anacott Share at a price of $0.35 per Anacott Share for a period of 24 months, while each Ramp Subscription Receipt will be convertible into one Anacott Unit immediately prior to the closing of the Proposed Transaction. The completion of the Proposed Transaction is subject to the satisfaction of certain conditions, and there is no guarantee that the Proposed Transaction will be completed on the terms described in the Merger Agreement or at all. About Ramp Metals Inc. Ramp is a battery and base metals exploration company with two flagship properties located in northern Saskatchewan and one property in Nye County, Nevada. The management team is passionate about green field exploration and new technologies. The vision of Ramp is to make the next big discovery required to fuel the green technology movement. About Anacott Acquisition Corporation Anacott is a capital pool company (as defined in the policies of the Exchange) listed on the Exchange having been incorporated under the Canada Business Corporations Act. Anacott has no commercial operations and no assets other than cash. - 3 - This press release is not an offer of securities for sale in the United States. The securities described in this press release have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to Exchange acceptance and, if applicable pursuant to 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 Anacott should be considered highly speculative. The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved of the contents of this press release. For further information, please contact: Michael Romanik Chief Executive Officer Telephone: 204.724.0613 E-mail: romanikm@mymts.net Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. FORWARD-LOOKING STATEMENTS This news release contains "forward-looking statements" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward- looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding: the completion of the Proposed Transaction; the ability of Anacott and Ramp to complete the terms on which the Proposed Transaction is intended to be completed, the ability of Anacott and Ramp to obtain regulatory and shareholder approvals; and other factors. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the inability of Anacott and Ramp to complete the Proposed Transaction; the inability of Anacott and Ramp to complete the terms on which the Proposed Transaction is intended to be completed; the inability of Anacott and Ramp to obtain regulatory and shareholder approvals; risks regarding the market conditions; economic factors; the inability of management to manage and to operate the business of the Resulting Issuer; and the risks inherent in equity markets generally. Although Anacott and Ramp have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and neither Anacott and Ramp undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.