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Ankh Capital Inc
Symbol	ANKH
Shares Issued	15,620,000
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Ankh Capital arranges $300,000 private placement

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

Subject: Ankh Capital Inc. - News Release Word Document File: '\\swfile\EmailIn\20231115 094929 Attachment Press Release - Announcement of FT PP Nov 2023.docx' - 2 - NATDOCS\74899895\V-2 Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws. ANKH CAPITAL INC. ANNOUNCES PRIVATE PLACEMENT AND PROVIDES STATUS UPDATE ON PROPOSED BUSINESS COMBINATION WITH QUETZAL COPPER LIMITED November 15, 2023, Vancouver, British Columbia - Ankh Capital Inc. (TSXV: ANKH.P) ("Ankh" or the "Company") announces that it continues to work to complete its previously announced proposed combination (the "Transaction") with Quetzal Copper Limited ("Quetzal Copper"). 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 (the "TSXV"). Ankh Private Placement Ankh is undertaking a non-brokered private placement of flow-through units of the Corporation (the "FT Units") set out below at a price of $0.10 per FT Unit for gross proceeds of up to $300,000 (or such other amount determined by the Company in its sole discretion. Each FT Unit shall consist of one common share of the (the "Offering") Company (a "FT Share") and one common share purchase warrant (each, a "Warrant") that will be issued as a "flow-through share" within the meaning of subsection 66(15) the Income Tax Act (Canada) (the "ITA") Each Warrant entitles the holder thereof to purchase one common share of the Corporation (a "Warrant Share") at an exercise price of $0.15 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 notice if its shares trade at $0.20 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 pre-consolidation shares. All securities issued pursuant to the private placement will be subject to trading restrictions of 4 months and a day. Insiders may participate and any securities acquired by insiders will be subject to the CPC escrow requirements. Quetzal is undertaking its own private placements in connection with the Transaction. Quetzal is offering units (each, a " Q Unit") and flow-through units (each, an "Q FT Unit"). Each Q Unit is priced at $0.25 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 $0.40 per share for a period of two years from the issuance date. Each Q FT Unit is priced at $0.30 per Q FT Unit and consists of one Quetzal share and one warrant entitling the holder thereof to acquire one Quetzal share at a price of $0.45 per share for a period of two years from the issuance date. The share and warrant comprising the Q FT 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 TSXV and under applicable corporate or securities laws; (iii) completion of the Private Placement; and (iv) the TSXV's approval for listing the shares of the Resulting Issuer. Trading Halt Trading in Ankh Common Shares on the TSXV will remain halted in compliance with the policies of the TSXV in connection with the announcement of the Transaction, and is expected to remain halted pending the review of the Transaction by the TSXV, and satisfaction of the conditions of the TSXV 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 TSXV, Ankh will file on SEDAR a filing statement which will contain details regarding the Transaction, Ankh, Quetzal and the Resulting Issuer. . For further information please contact: Ankh Capital Inc. Roger Milad, CEO and CFO Phone: (604) 690-2680 Quetzal Copper Limited Matt Badiali, CEO Phone: (919) 943-9218 All information in this press release relating to Quetzal has been provided by Quetzal and is the sole responsibility of Quetzal. Cautionary Note Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV 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. The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release. Forward-Looking Statements This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the exploration and development of Quetzal's properties, the exercise by Quetzal of options to acquire properties, the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction (including the Consolidation and the Subdivision), the Exchange Ratio, the name change of the Company, the Private Placement, the use of proceeds of the Private Placement, the Bridge Loan and the proposed directors and officers of the Resulting Issuer. The information about Quetzal contained in the press release has not been independently verified by Ankh. Although Ankh believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because Ankh can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, the name change of the Company, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions, that the ultimate terms of the Transaction, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will differ from those that currently are contemplated, and that the Transaction, the name change of the Company, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Transaction may change based on Ankh's due diligence (which is going to be limited as Ankh intends largely to rely on the due diligence of other parties of the Transaction to contain its costs, among other things) and the receipt of tax, corporate and securities law advice for both Ankh and Quetzal. The statements in this press release are made as of the date of this press release. Ankh undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of Ankh, Quetzal, their securities, or their respective financial or operating results (as applicable). Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.