Ms. Keturah Nathe reports

ANQUIRO VENTURES AND BLACK PINE ENTER INTO DEFINITIVE AGREEMENT TO COMPLETE QUALIFYING TRANSACTION

Further to the press releases dated Feb. 24, 2023, and May 10, 2023, Anquiro Ventures Ltd., Black Pine Resources Corp., a private corporation incorporated under the laws of the Province of British Columbia, and Anquiro Financial Corp. (AQR AcquisitionCo), a wholly owned subsidiary of the company, have entered into a binding merger agreement dated June 19, 2023, whereby the company is anticipated to acquire the business of Black Pine. The merger agreement outlines the terms and conditions pursuant to which the company and Black Pine are anticipated to complete a three-cornered amalgamation, whereby AQR AcquisitionCo will amalgamate with Black Pine under the Business Corporations Act (British Columbia).

Upon completion of the proposed transaction, it is anticipated that the company will have changed its name to Black Pine Resources Corp. or such other name as may be agreed upon in writing by Black Pine and the company. The proposed transaction, if completed, will constitute the company's qualifying transaction (as such term is defined in Policy 2.4 (Capital Pool Companies) of the TSX Venture Exchange). Upon completion of the proposed transaction, the resulting issuer will carry on the business of Black Pine and intends to list as a Tier 2 mining issuer on the exchange.

Subject to satisfaction or waiver of the conditions precedent referred to herein and in the merger agreement, the company and Black Pine anticipate that the proposed transaction will be completed no later than Sept. 30, 2023. There is no assurance that the proposed transaction will be completed on the terms proposed herein or at all.

Trading in the common shares of the company is currently halted in accordance with the policies of the exchange and will remain halted until such time as all required documentation in connection with the proposed transaction has been filed with and accepted by the exchange and permission to resume trading has been obtained from the exchange.

The proposed qualifying transaction

The proposed transaction will result in the company acquiring all of the issued and outstanding securities of Black Pine in exchange for the issuance of securities of the company by way of a three-cornered amalgamation between Black Pine, the company and AQR AcquisitionCo, which will result in the entity resulting from the amalgamation of AQR AcquisitionCo and Black Pine becoming a wholly owned subsidiary of the company.

The proposed transaction is contemplated as an amalgamation under the Business Corporations Act (British Columbia) between AQR AcquisitionCo and Black Pine and will not constitute a non-arm's-length qualifying transaction or a related-party transaction pursuant to the policies of the exchange and applicable securities laws.

In exchange for each common share of Black Pine, the company will issue to the shareholders of Black Pine, on a prospectus and registration exempt basis, one company share at a deemed issuance price of 15 cents per company share.

On completion of the proposed transaction, the former shareholders of Black Pine will own a majority of the issued and outstanding common shares of the resulting issuer. Assuming completion of the maximum concurrent financings (as defined below), upon completion of the proposed transaction, the former shareholders of Black Pine as a group are expected to hold approximately 87.29 per cent of the resulting issuer's issued and outstanding shares, and the shareholders of the company immediately prior to the closing of the proposed transaction as a group are expected to hold approximately 12.7 per cent of the resulting issuer's issued and outstanding shares on a non-diluted basis.

The completion of the proposed transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including, but not limited to: (i) the receipt of all necessary corporate approvals; (ii) the receipt of regulatory and exchange approval for the proposed transaction to the extent as required by applicable law and policies of the exchange; (iii) the filing with the applicable securities regulatory authorities of a filing statement or information circular regarding the proposed transaction; (iv) the receipt of conditional approval from the exchange for the proposed transaction and the listing of the resulting issuer shares upon completion of the proposed transaction; and (v) the completion of the name change. There can be no assurance that the proposed transaction will be completed on the terms proposed above or at all.

Concurrent financing

Prior to the effective time of the proposed transaction, Black Pine will undertake two private placement offerings of securities in Black Pine as follows: (1) a private placement offering of up to five million common shares in the capital of Black Pine for aggregate gross proceeds of up to $500,000 at a price per financing share equal to 10 cents; and (2) a private placement offering of up to 10 million subscription receipts of Black Pine for aggregate gross proceeds of up to $1.5-million at a price per subscription receipt equal to the resulting issuer list price. Black Pine anticipates that it will pay a finder's fee of 7.5 per cent of the gross proceeds of the concurrent financings to certain finders. The resulting issuer anticipates using the proceeds of the concurrent financings to carry out exploration of the Sugarloaf property and for general working capital.

Upon satisfaction of certain escrow release conditions, each subscription receipt will automatically convert into one unit of Black Pine, composed of one common share in the capital of Black Pine and one-half of one common share purchase warrant of Black Pine, at no additional cost to the holder. Each SR warrant will be exercisable for a period of two years after its issuance to acquire one common share in the capital of Black Pine at a price per share of 35 cents.

The subscription receipts will be governed by subscription receipt certificates. The gross proceeds of the SR financing less any finder's fee payable will be held in escrow and invested in an interest-bearing account by an escrow agent pursuant to an escrow agreement. If the escrow release conditions are not satisfied by 5 p.m. Vancouver time on Sept. 30, 2023 (or such later date as may be agreed upon in writing by Black Pine and the company), the subscription receipts will be deemed to be cancelled, and the escrow agent will return the escrowed funds to the holders of the subscription receipts on a pro rata basis. Black Pine will be liable for any shortfall between the amounts owing to the holders of the subscription receipts and the escrowed funds. If the escrow release conditions are satisfied or waived prior to the escrow deadline, then the escrow agent will release the escrowed funds of the SR financing to the company, less any applicable costs, and all subscription receipts will automatically convert into one SR unit, subject to adjustments in certain events.

The concurrent financings are not subject to a minimum financing amount and may close in tranches. There is no assurance that the concurrent financings will be completed on the terms proposed herein or at all.

Black Pine financial information

Set forth herein is certain financial information derived from Black Pine's financial statements.

Non-arm's-length parties

Joe DeVries and Keturah Nathe are directors of the company and of Black Pine, and Ms. Nathe is the president and chief executive officer of Black Pine. Richard Barnett is a director of Anquiro and the chief financial officer of Black Pine. As such, Mr. DeVries, Ms. Nathe and Mr. Barnett are: (i) non-arm's-length parties and insiders of the company; and (ii) non-arm's-length parties and insiders of Black Pine. The company does not consider the proposed transaction to be a non-arm's-length qualifying transaction (as such term is defined in Policy 2.4) as: (i) Mr. DeVries holds more than 20 per cent of the issued and outstanding company shares but less than 20 per cent of the issued and outstanding BP shares; (ii) Ms. Nathe holds less than 20 per cent of the issued and outstanding company shares and less than 20 per cent of the issued and outstanding BP shares; and (iii) Mr. Barnett holds less than 20 per cent of the issued and outstanding company shares and less than 20 per cent of the issued and outstanding BP shares.

Insiders of the resulting issuer

Upon completion of the proposed transaction, it is anticipated that the board of directors of the resulting issuer will consist of five directors: Mr. DeVries, Ms. Nathe, Christopher Cherry, Richard Drew Martel and Richard Kern. It is anticipated that the senior management of the resulting issuer will be as follows: Ms. Nathe as interim chief executive officer and corporate secretary, and Teresa Cherry as chief financial officer.

Keturah Nathe, interim chief executive officer, corporate secretary and a director

Ms. Nathe brings 11 years experience at both public and private companies in various industries, including: mineral exploration and development, oil and gas, technology, agriculture, and property development. Her experience includes corporate and regulatory compliance, structuring and execution of debt and equity financings, corporate strategy, identifying and evaluating acquisition targets and due diligence reviews, industry/market research/valuations, and contract negotiations. Ms. Nathe is the CEO and president of American Biofuels Inc. (NEX: ABS) since January, 2019, and the president of the company since June, 2017. Ms. Nathe is a resident of British Columbia.

Teresa Cherry, chief financial officer

Ms. Cherry is the chief financial officer of several junior public companies that trade on the TSX Venture Exchange, NEX and the Canadian Securities Exchange. She has over 10 years experience assisting public companies with financial reporting in the exploration, development and production stages. Ms. Cherry is a member of the Chartered Professional Accountants of British Columbia (CPA and CGA). Ms. Cherry is a resident of British Columbia.

Joe DeVries, director

Mr. DeVries is a businessman with over 30 years experience in assisting public companies with financing, development and administration. He has facilitated the building of shareholder equity value with development capital. He is currently interim chief executive officer, president and a director of Altima Resources Ltd. (TSX-V: ARH), CEO, president and a director of Petrichor Energy Inc. (TSX-V: PTP), and a director of the company. Mr. DeVries is a resident of British Columbia.

Richard Drew Martel, director

Mr. Martel has been involved with private and publicly listed companies for the past 25 years. Currently, he is the principal of Ramm Communications Corp., a private consultancy firm specializing in advising growth companies in mining, energy and early-stage venture capital companies. Mr. Martel has held senior management positions as director, corporate development and marketing, with Tan Range Resources Co., New Millennium Metals Corp., which merged with Platinum Group Metals Ltd. (Toronto Stock Exchange: PTM), Kiska Metals Corp., Balmoral Resources Ltd., Mag Silver Corp. (TSX: MAG), Constantine Metals Resources Ltd. and Canagold Resources Corp. (TSX: CCM). Mr. Martel is a resident of British Columbia.

Richard Kern, director

Richard Kern, BSc, MSc, is a professional geologist with over 35 years of experience in mineral exploration in the United States, Central America, South America and Australia. He has been involved in major discoveries in the western U.S. and Australia. Mr. Kern's areas of expertise include establishing base, precious metal and lithium exploration programs throughout North America, with an emphasis on the western U.S. Mr. Kern has strong analytical skills focusing on a mixture of methods such as practical field geology, geochemistry and drilling with state-of-the-art GIS, geochemical and geophysical methods. Mr. Kern is currently the president of GBR and CEO of Iconic Minerals Ltd. (TSX-V: ICM), and has held executive and management-level positions in North Mining Inc., Homestake Mining Company (New York Stock Exchange: HM), Superior Oil Company and the U.S. Geological Survey. Mr. Kern is a resident of Nevada, United States.

Christopher Cherry, director

Mr. Cherry has extensive corporate experience and has held senior-level positions such as director, chief financial officer and corporate secretary for several public companies. He has been a chartered accountant since February, 2009, and a certified general accountant since 2004. In his former experience as an auditor, he held positions with KPMG and Davidson & Company in Vancouver, where he gained experience as an auditor for junior public companies, and as an initial public offering specialist. Mr. Cherry is a resident of British Columbia.

Sponsorship

Sponsorship of a qualifying transaction (as such term is defined in Policy 2.4) is required by the exchange unless a waiver from the sponsorship requirement is obtained. The company intends to apply for a waiver from sponsorship for the proposed transaction. There is no assurance that a waiver from this requirement will be obtained.

About Black Pine Resources Corp.

Black Pine was incorporated under the Business Corporations Act (British Columbia) on Oct. 20, 2017, under the name Digital Asset Management Corp. On Feb. 23, 2021, Black Pine changed its name to Black Pine Resources Corp.

Black Pine is a mineral exploration company focused on the acquisition and exploration of mineral properties. Further to its principal business, Black Pine entered into a letter of intent dated April 12, 2022, with Great Basin Resources Inc., a privately held natural resource company founded after the breakup of MinQuest Inc. in 2017, pursuant to which it is entitled to earn an undivided 100-per-cent interest in the Sugarloaf copper project, subject to a 2-per-cent net smelter royalty due to GBR and further subject to a cash payment of $1-million (U.S.) payable to GBR upon the Sugarloaf property attaining commercial production, as defined in the GBR LOI; by (i) reimbursing GBR for all documented expenses, to a maximum of $100,000 (U.S.) (paid), including for the preparation of a National Instrument 43-101 technical report; and (ii) expending (A) $300,000 (U.S.) in exploration funds by no later than the first anniversary of the date of the closing of the transaction pursuant to the GBR LOI; (B) a cumulative aggregate of $500,000 (U.S.) in exploration funds by no later than the second anniversary of the GBR closing date; (C) a cumulative aggregate of $1.5-million (U.S.) in exploration funds by no later than the third anniversary of the GBR closing date; and (D) a cumulative aggregate of $3-million (U.S.) in exploration funds by no later than the fourth anniversary of the GBR closing date. The Sugarloaf property is situated approximately 10 miles southwest of Silver City, N.M., United States, and consists of 77 unpatented claims totalling 1,544 hectares.

The Sugarloaf property

The Sugarloaf property is composed of 77 unpatented mining claims covering a total of 1,544 acres located 650 metres west of Freeport's secondary copper open pit at the Tyrone mine, New Mexico. Surface sampling completed to date on the Sugarloaf property has delineated an area in excess of 5,000 feet long by 1,000 feet wide of mineralization that assays 0.20 per cent to 0.48 per cent copper and several high-angle shear zones that assay up to 6.29 per cent copper. Induced polarization/resistivity surveys conducted in 1973 and 2022 have identified an apparent sulphide body in the northeast and a peripheral zone with a geophysical signature consistent with a copper oxide blanket that extends to the south around the area of a small open pit. Leaching tests done on samples from the vicinity of the open pit showed potential leachability using sulphuric acid. Black Pine has submitted a plan of operation through the U.S. Forest Service to seek approval to complete a Stage 1 drilling program. Readers are cautioned that the above-mentioned samples are selective and may be biased by nature, and therefore are not necessarily representative of the overall grade and extent of any mineralization that could occur on the subject areas of the Sugarloaf property.

The scientific and technical information contained in this news release was reviewed and approved by Richard Kern, BSc, MSc, is a qualified person and a proposed director of the resulting issuer, as defined under National Instrument 43-101.

Additional information regarding Black Pine can be viewed on its website.

About Anquiro Ventures Ltd.

The company was incorporated under the Business Corporations Act (British Columbia) on March 1, 2012, and is a capital pool company (as such term is defined in Policy 2.4) listed on the exchange. The company has no commercial operations and no assets other than cash.

We seek Safe Harbor.