18:13:28 EDT Thu 16 May 2024
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Anquiro, Black Pine enter amended, restated QT deal

2023-11-02 19:46 ET - News Release

Ms. Keturah Nathe reports

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

Further to Anquiro Ventures Ltd.'s press releases dated Feb. 24, 2023, May 10, 2023, and June 19, 2023, the company, Black Pine and Anquiro Financial Corp. (AQR AcquisitionCo), a wholly owned subsidiary of the company, have entered into an amended and restated merger agreement dated Oct. 22, 2023 (the A&R merger agreement), amending and restating the merger agreement dated June 19, 2023 (the original merger agreement).

Pursuant to the A&R merger agreement, the outside date for the proposed transaction between Black Pine and the company (the proposed transaction) has been extended to Jan. 31, 2024. The parties have also (i) removed the requirement for Black Pine to complete a private placement of up to five million common shares in the capital of Black Pine at a price per Black Pine share of 10 cents, and (ii) revised the requirement for Black Pine to complete a private placement of subscription receipts of Black Pine to up to seven million subscription receipts at a price per subscription receipt of 10 cents. Each subscription receipt will be converted into one unit of Black Pine comprised one Black Pine share and one common share purchase warrant (a BP warrant), exercisable to acquire one Black Pine share for a period of three years after its issuance at a price per share of 20 cents. If the price of the common shares of the postproposed transaction resulting issuer exceeds 28 cents over a period of eight consecutive trading dates commencing four months from the date of the issuance of the BP warrant, then the resulting issuer may give notice in writing within 30 days of such occurrence to the holder of the BP warrant (or the common share purchase warrants issued in exchange for the BP warrants) that the RI warrant shall expire at the accelerated expiry time unless previously exercised by the holder. All other material terms of the original merger agreement remain unchanged.

The parties continue to work diligently toward the completion of the proposed transaction.

Black Pine

Black Pine is a mineral exploration company focused on the acquisition and exploration of mineral properties and currently has an option to earn 100 per cent of the Sugarloaf property which is situated approximately 10 miles southwest of Silver City, New Mexico, United States. The Sugarloaf property consists of 77 unpatented claims totalling 1,544 hectares 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.

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 of the proposed transaction, as defined under National Instrument 43-101.

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

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.

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