Mr. Jordan Black reports

RAMP METALS INC. ANNOUNCES CLOSING OF QUALIFYING TRANSACTION AND ANTICIPATED TRADING DATE UNDER THE SYMBOL "RAMP"

Ramp Metals Inc. (formerly Anacott Acquisition Corp.) has closed its previously announced reverse takeover transaction pursuant to a merger agreement dated effective July 28, 2023, between the company (Anacott Acquisition), Ramp Metals Inc. and 1429494 B.C. Ltd., a wholly owned subsidiary of the company.

The transaction

Effective March 19, 2024, as a condition to the completion of the transaction, the company consolidated its common shares on the basis of one postconsolidation common share for 1.7603584 preconsolidation common shares. Immediately following the consolidation, the company had an aggregate of 2.5 million common shares issued and outstanding.

Pursuant to the terms of the transaction, Ramp amalgamated with 1429494 B.C. by way of a three cornered amalgamation pursuant to the merger agreement, a copy of which is available under the company's profile on SEDAR+, and all outstanding shares of Ramp were exchanged for postconsolidation common shares on the basis of one common share for each one Ramp share, resulting in 29,886,305 common shares being issued at a deemed price of 20 cents per common share to former shareholders of Ramp. Further details regarding the transaction can be found in the filing statement of the company dated March 6, 2024, a copy of which is available under the company's profile on SEDAR+.

The parties to the transaction have made their final submission to the TSX Venture Exchange pursuant to TSX-V Policy 2.4 to seek final exchange acceptance of the transaction.

Following the completion of the transaction, the company changed its name to Ramp Metals Inc. It is anticipated that the common shares will resume trading on the exchange under the trading symbol RAMP on or about March 22, 2024.

Escrowed shares

On completion of the transaction, certain principals (as defined in the policies of the exchange) of the resulting issuer holding an aggregate of 19,800,100 common shares became subject to escrow in accordance with Section 6.2 of Policy 5.4, Escrow, Vendor Consideration and Resale Restrictions, of the exchange and pursuant to a surplus escrow agreement dated March 19, 2024, between the company, Computershare Trust Company, as escrow agent, and such principals. Pursuant to Section 6.2 of Policy 5.4, 5 per cent of the escrowed common shares will be released at the time of the final bulletin of the exchange, 5 per cent of the escrowed shares will be released six months from the date of the final exchange bulletin, 10 per cent of the escrowed shares will be released 12 months from the date of the final exchange bulletin, 10 per cent of the escrowed shares will be released 18 months from the date of the final exchange bulletin, 15 per cent of the escrowed shares will be released 24 months from the date of the final exchange bulletin, 15 per cent of the escrowed shares will be released 30 months from the date of the final exchange bulletin, and 40 per cent of the escrowed shares will be released 36 months from the date of the final exchange bulletin. In addition to these restrictions, two principals holding an aggregate of 9.6 million common shares are also subject to contractual restrictions on the transfer, which provide that the first 15 per cent of such common shares held by those principals shall not be released until six months from the date of the final exchange bulletin.

Also on completion of the transaction, certain shareholders of the resulting issuer holding an aggregate of 400,000 common shares became subject to seed share resale restrictions in accordance with Section 10.8 of Policy 5.4.

Certain current and/or former shareholders of the company are subject to an escrow agreement dated March 17, 2021, with the exchange and Computershare Trust Company, as escrow agent, in respect of 1,136,133 common shares and 227,226 incentive stock options to acquire common shares. Under the terms of the CPC escrow agreement, 25 per cent of the escrowed securities will be released at the time of the final exchange bulletin, with an additional 25 per cent released on each six-month anniversary thereafter.

Board of directors and executive management

Following the completion of the transaction, the following individuals will comprise the directors and officers of the company:

• Jordan Black -- chief executive officer and director;
• Rachael Chae -- chief financial officer;
• Pritpal Singh -- director;
• David Parker -- director;
• Hermann Peter -- director;
• Michael Romanik -- director.

Auditor

Concurrently with the closing of the transaction, Crowe MacKay LLP has been appointed as the auditor of the company.

Year-end

Following completion of the transaction, the fiscal year-end of the company shall be June 30.

Additional information

The company's transfer agent, Computershare Trust Company, will be mailing or e-mailing the direct registration system statements pursuant to the direction of the company to all former shareholders of Ramp setting out each holder's shareholdings.

Holders of preconsolidation common shares will be receiving by mail, from Computershare Trust Company, a letter of transmittal with instructions on how to remit their preconsolidation common shares for postconsolidation company shares, as necessary. The Cusip number for the common shares is 75157B108.

For further information, please refer to the filing statement posted to the company's profile on SEDAR+ as well as the company's press releases dated March 7, 2024, Jan. 23, 2024, Sept. 25, 2023, and July 28, 2023.

About Anacott Acquisition Corp. (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.

We seek Safe Harbor.