Mr. Michael Romanik reports

ANACOTT PROVIDES UPDATE ON PROPOSED QUALIFYING TRANSACTION WITH RAMP METALS INC.

Further to Anacott Acquisition Corp.'s news releases dated July 28, 2023, and Sept. 25, 2023, Anacott Acquisition has provided the following update on its previously announced qualifying transaction with Ramp Metals Inc.

Ramp financing

As described in the prior news releases, the closing of the proposed transaction is subject to the satisfaction of certain conditions, including: (i) the completion of a concurrent financing for gross proceeds of a minimum of $1-million through the issuance of either units of Anacott at a price of 20 cents per Anacott unit and/or subscription receipts of Ramp at a price of 20 cents 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 TSX Venture Exchange.

Each Anacott unit will consist of one postconsolidation common share of Anacott and one-half of one share purchase warrant, with each whole warrant exercisable into one postconsolidation Anacott share at a price of 35 cents 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.

On Nov. 29, 2023, Ramp completed a non-brokered private placement in which Ramp issued and sold an aggregate of 5,549,280 Ramp subscription receipts to certain investors in exchange for aggregate gross proceeds of $1,109,856. In connection therewith, Ramp paid or agreed to pay an aggregate of $21,575 in cash to four eligible finders (Canaccord Genuity Corp., Echelon Wealth Partners Inc., Hampton Securities Inc. and PI Financial Corp.) and issued or agreed to issue to those finders non-transferable warrants to purchase an aggregate of 105,875 common shares of Ramp at a price of 20 cents per Ramp share for a period of 24 months, equal to 7 per cent of the gross proceeds of the financing received from and/or 7 per cent of the number of Ramp subscription receipts issued to investors introduced to Ramp by such finders. Each of the broker warrants is expected to be exchanged for warrants of Anacott upon the closing of the proposed transaction.

Ramp intends to use the net proceeds from the financing to carry out a work program on its Rottenstone SW property and for general working capital purposes.

A second-tranche closing of Ramp subscription receipts is expected to occur in the near future, along with a single closing of Anacott units. Each of the placements will be non-brokered, and Ramp and/or the company may pay finders' fees on any amounts raised in such placements on the terms described herein.

Anacott consolidation

Immediately prior to the completion of the proposed transaction, Anacott is required to consolidate the issued and outstanding Anacott shares on the basis of approximately 1.7603584 preconsolidation Anacott shares for each one postconsolidation Anacott share. The consolidation was approved by the shareholders of Anacott at the company's annual general and special meeting of shareholders held on Oct. 20, 2023.

Ramp shareholder approval

On Jan. 12, 2024, the shareholders of Ramp that attended the annual general and special meeting of Ramp's shareholders either in person or by proxy unanimously approved the amalgamation of Ramp and 1429494 B.C. Ltd. (Anacott AcquisitionCo), a wholly owned subsidiary of Anacott, as more particularly described in the merger agreement between the parties dated July 28, 2023, and the information circular that was delivered to Ramp shareholders in connection with the meeting. No dissent rights were exercised by shareholders of Ramp in connection with obtaining such approval.

Merger agreement

The merger agreement contemplated that the proposed transaction would be completed no later than Oct. 27, 2023; due to unforeseen circumstances, the parties have agreed to extend that date until Feb. 29, 2024.

Ramp financial information

Set forth in the attached table is certain financial information from Ramp's unaudited financial statements for the three months ended Sept. 30, 2023, the year ended June 30, 2023, and the period from incorporation on Sept. 2, 2021, to June 30, 2022.

Additional insiders of the resulting issuer

As described in the company's news release dated July 28, 2023, it is anticipated that Anacott, immediately after the completion of the proposed transaction, will be a Tier 2 mining issuer listed on the exchange; that the board of directors of the resulting issuer will consist of five nominees; and that senior management of the resulting issuer will consist of Jordan Black (chief executive officer) and Rachel Chae (chief financial officer and corporate secretary). In addition to those persons, two significant shareholders of Ramp are expected to constitute principals or insiders (as those terms are defined in the policies of the exchange) of the resulting issuer: Kyle Garret Smith and Brett Williams. Mr. Smith and Mr. Williams are principals of Rottenstone Resources Ltd., the optionor of Ramp's Saskatchewan properties, and each currently owns 4.8 million common shares of Ramp.

Ramp advisory board appointments

As a result of recent appointments, Ramp's advisory board now consists of the following individuals, each of whom is expected to serve as an adviser to the resulting issuer following the closing of the proposed transaction.

Dr. Mark Bennett, PhD

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. With a proven 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 the company's management team through the discovery process.

Scott McLean, PGeo, FGC

With over 35 years of exploration, senior management, executive and board experience, Mr. McLean is a professional geologist with a successful record. Between 1985 and 2007, he worked for Falconbridge Ltd. and its successor, Xstrata Nickel, in various capacities throughout Canada, with a focus on gold and base metal exploration. In 2007, Mr. McLean left Xstrata Nickel and founded HTX Minerals Corp. He also founded Transition Metals Corp. in 2010, SPC Nickel Corp. in 2013 and Canadian Gold Miner in 2016. Mr. McLean currently leads Transition Metals and is the executive chairman of SPC Nickel.

Mr. McLean's career achievements are exemplified by the co-discovery of the Nickel Rim South mine, for which he received the PDAC Bill Denis Canadian Prospector of the Year award in 2004. In 2013, Mr. McLean and the Transition Metals team and its partner, Impala Platinum, were awarded the Bernie Schneiders Discovery of the Year award for their work at Sunday Lake. In 2014, he was appointed as a fellow of Geoscientist Canada for his contribution to the profession.

Richard Murphy

Mr. Murphy is a seasoned exploration entrepreneur who has deep knowledge of both the technical and capital market aspects of junior mining. With over 27 years in the mineral exploration business, Mr. Murphy has expertise in building and advancing junior mining companies through discovery, resource definition and prefeasibility stages to establish fully valued mine reserves. Mr. Murphy has personally brought two public companies through founding, acquisition, exploration and successful sales processes, most recently with Manitou Gold Inc., which was taken over by Alamos Gold in Q2 2023.

Stephen Goodman

Mr. Goodman has over 20 years of international experience in the metal and mining industry as an investment banker, senior executive and director. He has been involved with over $1-billion in financings as well as transactions involving junior companies, Rio Tinto, Freeport, Trafigura and the top-ranked institutional investors. For five years, Mr. Goodman was the managing director of investment banking at StormHarbour Securities in New York. He previously worked at Canaccord Capital, Knight Capital and KGS Alpha (now BMO).

Mr. Goodman is the president, chief financial officer and director of Lion Copper and Gold Corp. and the co-founder and an adviser to Falcon Copper Corp. He is also the founder of Tin Shield Production Inc., which was established to secure and advance the South Crofty tin mine and continues to be a shareholder in Cornish Metals Inc. as it advances the asset.

Qualifying property

Further to Anacott's news release dated July 28, 2023, the company would like to clarify that Ramp's Rottenstone SW property, which presently consists of 12 mineral deposit claims covering approximately 17,285 hectares in Northern Saskatchewan, will constitute the qualifying property (as that term is defined in the policies of the exchange) of the resulting issuer upon the completion of the proposed transaction. Ramp currently has an interest in two additional properties, neither of which it deems to be material.

About Ramp Metals Inc.

Ramp is a battery metal and base metal exploration company with two flagship properties located in Northern Saskatchewan and one property in Nye county, Nevada. The management team is passionate about greenfield 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 Corp.

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.

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.

We seek Safe Harbor.