09:27:24 EDT Sat 18 May 2024
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Ankh Capital arranges $300,000 private placement

2023-11-15 13:02 ET - News Release

Mr. Roger Milad reports

ANKH CAPITAL INC. ANNOUNCES PRIVATE PLACEMENT AND PROVIDES STATUS UPDATE ON PROPOSED BUSINESS COMBINATION WITH QUETZAL COPPER LIMITED

Ankh Capital Inc. is continuing to work to complete its previously announced proposed combination with Quetzal Copper Ltd. It is expected that, upon completion of the transaction, the combined entity (the resulting issuer) will meet the listing requirements for a Tier 2 mining issuer under the policies of the TSX Venture Exchange.

Ankh private placement

Ankh is undertaking a non-brokered private placement of flow-through units of the corporation set out herein at a price of 10 cents per flow-through unit for gross proceeds of up to $300,000 (or such other amount determined by the company in its sole discretion.

Each flow-through unit shall consist of one common share of the company and one common share purchase warrant that will be issued as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada). Each warrant entitles the holder thereof to purchase one common share of the corporation at an exercise price of 15 cents per warrant share for a period of 24 months following the closing date (as hereinafter defined). The warrant shares will not be issued on a flow-through basis. The corporation reserves the right to accelerate the warrant expiry period upon 30 days of notice if its shares trade at 20 cents for a period of 10 consecutive days, including days where no trades occur.

The company plans to consolidate its shares on a one-for-two basis in conjunction with its proposed transaction with Quetzal Copper. The closing of this offering will be contingent and concurrent with the closing of that transaction. All references to shares in respect to this private placement are to preconsolidation shares. All securities issued pursuant to the private placement will be subject to trading restrictions of four months and one day. Insiders may participate and any securities acquired by insiders will be subject to the CPC (capital pool company) escrow requirements. Quetzal is undertaking its own private placements in connection with the transaction. Quetzal is offering units and flow-through units. Each Q unit is priced at 25 cents per Q unit and consists of one share and one warrant entitling the holder thereof to acquire one Quetzal common share at a price of 40 cents per share for a period of two years from the issuance date. Each Q flow-through unit is priced at 30 cents per Q flow-through unit and consists of one Quetzal share and one warrant entitling the holder thereof to acquire one Quetzal share at a price of 45 cents per share for a period of two years from the issuance date. The share and the warrant comprising the Q flow-through unit qualify as flow-through shares under the Income Tax Act.

Conditions of the transaction

Completion of the transaction is subject to the satisfaction of customary closing conditions, including: (i) receipt of all required approvals and consents relating to the transaction, including without limitation any approvals of the shareholders of Quetzal as required by the TSX-V and under applicable corporate or securities laws; (iii) completion of the private placement; and (iv) the TSX-V's approval for listing the shares of the resulting issuer.

Trading halt

Trading in Ankh common shares on the TSX-V will remain halted in compliance with the policies of the TSX-V in connection with the announcement of the transaction and is expected to remain halted pending the review of the transaction by the TSX-V, and satisfaction of the conditions of the TSX-V for resumption of trading. It is not expected that trading in the Ankh common shares will resume prior to the closing.

Filing statement

In connection with the transaction and in compliance with the policies of the TSX-V, Ankh will file on SEDAR a filing statement, which will contain details regarding the transaction, Ankh, Quetzal and the resulting issuer.

Cautionary note

Completion of the transaction is subject to a number of conditions, including, but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

We seek Safe Harbor.

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