Mr. Matthew Badiali reports

QUETZAL COPPER ANNOUNCES CLOSING OF QUALIFYING TRANSACTION

Quetzal Copper Corp. (formerly Ankh Capital Inc.) has closed its qualifying transaction previously announced in the company's news releases dated March 1, 2023, May 16, 2023, Nov. 15, 2023, and Feb. 28, 2024. Additional details regarding the transaction are set out in its filing statement dated Feb. 28, 2024, which is available under the company's SEDAR+ profile.

Immediately prior to completion of the amalgamation (as defined below), the company completed a consolidation of its common shares on the basis of one postconsolidation share for every two preconsolidation shares. Concurrently with the closing of the transaction, the company changed its name to Quetzal Copper Corp.

Subject to final approval of the TSX Venture Exchange and the TSX-V issuing its final exchange bulletin confirming completion of the transaction and its approval thereof, the shares are expected to resume trading on the TSX-V as a Tier 2 mining issuer under the ticker symbol Q on or around March 18, 2024.

The transaction

In accordance with the terms of the amalgamation agreement dated May 15, 2023, among the company, Quetzal Copper Ltd. (the target) and 1415994 B.C. Ltd. (Subco), a wholly owned subsidiary of the company, Subco amalgamated with the target to form Quetzal Copper Subsidiary Corp. under the Business Corporations Act (British Columbia) and Quetzal Copper Subsidiary became a wholly owned subsidiary of the company.

Quetzal Copper Subsidiary, the amalgamated entity formed pursuant to the amalgamation, is now a wholly owned subsidiary of the company and the outstanding securities of the target were exchanged for securities of the company at a ratio of one for 1.0979668 before the completion of the transaction. In addition, the company issued 299,378 common shares of the company to PI Financial Corp. for the introduction of the target to the company.

Concurrent financing

Immediately after completion of the consolidation, amalgamation and name change, the company issued 1.2 million flow-through (FT) units at a price of 20 cents per FT unit for gross proceeds of $240,000. Each FT unit consists of one common share of the company and one common share purchase warrant. Each warrant entitles the holder thereof to acquire one additional common share of the company at a price of 30 cents per share for a period of two years.

The securities comprising the FT units qualified as flow-through shares as defined in the Income Tax Act (Canada). The gross proceeds from the sale of FT units will be used by the company to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures, as such terms are defined in the Income Tax Act (Canada), related to the company's projects in British Columbia, on or before Dec. 31, 2025. All qualifying expenditures will be renounced in favour of the subscribers of the FT units effective Dec. 31, 2024. The company paid a cash finder's fee equal to $24,000 and issued 120,000 finder's warrants. The securities issued pursuant to the concurrent financing were on a postconsolidation basis.

Outstanding share capital and escrow

As a result of the transaction (including the consolidation and concurrent financing), there are an aggregate of 39,247,160 common shares of the company issued and outstanding, of which the previous shareholders of the company (including those that participated in the concurrent financing) hold approximately 22.9 per cent and former shareholders of the target hold approximately 76.2 per cent, respectively. In addition, there are an aggregate of 5,056,587 common share purchase warrants of the company and 3,129,567 stock options of the company outstanding.

An aggregate of 1,815,783 common shares of the company and 303,170 stock options of the company are subject to Tier 2 surplus escrow agreements. An aggregate of 13,542,290 common shares of the company and 2,305,730 stock options the company are subject to seed share resale restrictions imposed by the TSX-V, to be released in tranches over 36 months. An aggregate of 2.91 million common shares of the company are subject to a CPC (capital pool company) escrow agreement.

In addition, the finder's shares are subject to four-month hold period ending on July 12, 2024, in accordance with applicable securities law.

New board and management

On closing of the transaction, Rick Skeith and Roger Milad resigned as directors and officers, as applicable, of the company, and the following individuals were appointed as directors and officers of the company:

• Matthew Badiali -- chief executive officer and director;
• Dilshan Anthony -- chief financial officer;
• Jennifer Hanson -- corporate secretary;
• Chris Lloyd -- vice-president, exploration;
• John Fraser -- director;
• Barry Coughlan -- director.

Change of year-end

In connection with the closing of the transaction, the company's newly appointed board of directors resolved to change the year-end of the company to Dec. 31, to coincide with that of the target.

Additional information

Complete details of the terms of the transaction are set out in the filing statement available on the company's SEDAR+ profile. Investors are cautioned that, except as disclosed in the filing statement, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading the securities of the company should be considered highly speculative.

About Quetzal Copper Corp.

Quetzal is engaged in the acquisition, exploration and development of mineral properties in British Columbia. Quetzal currently has a portfolio of one material property, the Princeton copper property, located in British Columbia, Canada. Its current focus is to conduct the proposed exploration program on the Princeton property.

In addition, Quetzal continues to identify and potentially acquire additional property interests, and conduct exploration and evaluation to assess their potential. In this regard, Quetzal has entered into option agreements with respect to the Big Kidd property, located in British Columbia, Canada, and the Dot Matrix property, located in British Columbia, Canada.

We seek Safe Harbor.