Mr. Roger Milad reports
ANKH II CAPITAL INC. ANNOUNCES DEFINITIVE AGREEMENT FOR PROPOSED ACQUISITION OF THE BELL LAKE VMS PROPERTY IN NORTHWEST ONTARIO
Ankh II Capital Inc. has entered into an arm's-length definitive agreement dated May 14, 2026, with 1367881 B.C. Ltd. (Privco), a British Columbia-incorporated company that holds the rights to acquire 100-per-cent right, title and interest in the Bell Lake VMS (volcanogenic massive sulphide) property, located in Northwestern Ontario. It is expected that upon completion of the transaction, the combined entity will meet the listing requirements for a Tier 2 mining issuer under the policies of the TSX Venture Exchange, subject to TSX-V approval.
General information on Ankh II
Ankh II was incorporated under the Business Corporations Act (British Columbia) on Aug. 23, 2022. The company was formed for the primary purpose of completing an initial public offering on the TSX-V as a capital pool company (as such term is defined in TSX-V Policy 2.4 -- Capital Pool Companies). The company has not commenced operations and has no significant assets. The principal business of the company is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction (as such term is defined in the policy), and it is intended that the transaction will constitute such qualifying transaction. The company's head office and registered and records office is 250 Howe St., 20th floor, Vancouver, B.C., V6C 3R8. The common shares of Ankh II are currently listed on the TSX-V and Ankh II is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan and Ontario.
Ankh II currently has 6,041,801 Ankh II common shares issued and outstanding and securities exercisable or exchangeable into 1,008,359 Ankh II common shares, being: (i) 604,179 director's options exercisable at a price of 10 cents per Ankh II common share; and (ii) 404,180 agent's warrants exercisable at 10 cents per Ankh II common share.
The company's proposed qualifying transaction announced Sept. 26, 2025, was terminated in accordance with the terms of the letter of intent with Epiphany Power Corp.
General information on the proposed acquisition
The definitive agreement provides for the purchase of all the securities of Privco that are owned or held by the Privco shareholders at the time of closing. At closing Aukh II will issue ten million common shares to Privco shareholders at a deemed price of six cents per share to acquire all outstanding shares of Privco. Privco's sole asset is an option to acquire 100 per cent of the property for cash payments over two years equalling $60,000 and the issue by the company of shares equal in value to $40,000.
Closing is subject to due diligence, TSX-V approval and other customary closing conditions.
Highlights of the Bell Lake VMS property
- Bell Lake VMS property lies immediately southeast and adjacent to First Quantum's past-producing Sturgeon Lake mine and is host to the highly prospective continuation of the volcanogenic massive sulphide (VMS) producing volcanic stratigraphy.
- The Sturgeon Lake VMS mining camp is host to five high-grade past producing zinc-copper-lead-silver-gold mines having a total combined production of 19.8 Mt (million tonnes) at 8.50 per cent Zn (zinc), 1.06 per cent Cu (copper), 0.91 per cent Pb (lead) and 119.7 g/t (grams per tonne) Ag (silver).
- Pervasive glacial till cover and historically a preponderance of shallow drill holes testing of near-surface geophysical conductors has left the down-dip potential wide open for discovery.
The property consists of 30 noncontiguous mining claims totaling 69 cells covering an area of 1,931 hectares and is located in the Sturgeon Lake mining camp approximately 270 kilometres northwest of Thunder Bay, Ont. The property lies 3.5 kilometres east of the past-producing Sturgeon Lake mine, now under rehabilitation, operated by Falconbridge mines between 1974 and 1981. The Sturgeon Lake mine is now owned by Glencore Canada Corp. Current activities by Glencore involve the operation of a water treatment plant so the Sturgeon Lake mine road remains accessible along with an operating electrical infrastructure.
Past-producing deposits in close proximity to the property all occur within the Sturgeon Lake greenstone belt in the Wabigoon subprovince of the Superior province. mineralization is hosted within the South Sturgeon Lake assemblage, a nine km thick, dominantly bimodal package of basalt-rhyolite volcanic rocks divided into three depositional cycles by Morton et al. (1990) related to the formation of a 30 km diameter, 2,735 Ma (million years ago) submarine Sturgeon Lake caldera.
The orebodies are conformable, stratabound, zoned accumulation of massive to semi-massive sulphides in a volcanic or volcaniclastic host separated by cherty tuffaceous rhyolite units. The ore is zoned, with a footwall stringer zone, lower chalcopyrite-sphalerite interval, in turn overlain by banded pyrite-sphalerite ore in each zone. The mineralogy of the ore includes pyrite, sphalerite, chalcopyrite, galena, tetrahedrite-tennantite, arsenopyrite and minor pyrrhotite (Franklin et al., 1975).
The property is located along the eastern margin of the caldera sequence of rocks and is host to over two km of the prospective rocks that host the Sturgeon Lake mine deposits. Historical drilling on the Bell Lake property in the early 1970's encountered mineralization up to 2.62 per cent Cu and 1.9 g/t Au over 4.3 m at the Claw Lake occurrence. Just 300 metres northwest of the property (and striking onto the property) the Swamp Lake SE occurrence was drilled by Matagami Lake Mines Ltd. in 1974 intersecting 2.72 per cent Cu, 0.19 per cent Zn and 27.2 g/t Ag over 0.45 m.
Public files indicate that the property has been tested with 91 diamond drills holes. Of that, a total 66 holes tested the fertile mine horizon rocks. Most of the diamond drill holes reached depths of 200 metres or less averaging 32 metres with only one hole reaching a vertical test depth of 600 m over the two-kilometre strike of the favourable South Sturgeon Lake assemblage.
Historical work has outlined and partially tested the horizon that hosts the sulphide deposits in the near-surface environment. Significant massive sulphide deposits may still be present at depth. Their location is influenced by the presence of pre-existing faults related to the formation of the caldera.
The geological database for the property requires an in-depth compilation and field checking as detailed studies in the past focused on the known deposits leaving the geological story less understood outside of the immediate mine footprint. Diamond drill testing beneath the historical 200-metre depth limit followed by deep penetrating geophysics are recommended to locate any new sulphide lenses.
Qualified person
Andrew Tims, PGeo, a qualified person as defined by National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, has reviewed and approved the technical information in this news release.
Terms of the transaction
The transaction is expected to be completed by way of a three-cornered amalgamation, share purchase, share exchange or alternate transaction to be determined with input from the legal and tax advisers to each of Ankh II and Privco, which will result in Privco becoming a wholly owned subsidiary of Ankh II.
Upon the satisfaction or waiver of the conditions set out in the definitive agreement, the following, among other things, will be completed in connection with the transaction:
- Ankh II will change its name to such name as determined by the parties, in compliance with applicable law and as may be acceptable to the TSX-V and a corresponding change shall be made to the trading symbol.
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The holders of Privco common shares will receive one common share of the resulting issuer in exchange for their Privco common shares, at a ratio of one to one.
- Chris Farnworth, of Vancouver, B.C., will be the CEO and a director of the resulting issuer. Mr. Farnworth brings a wealth of expertise in business development and corporate finance to the board, with a particular emphasis on the global mining industry. He previously held the position of vice-president of business development at a Top 50 TSX Venture Exchange company, where he was instrumental in securing initial financing, acquiring projects and driving asset development. A significant highlight of his career was orchestrating a successful joint venture with a private equity firm that led to substantial operational consolidation. In his role as vice-president of business development at Noram Lithium, he concentrated on advancing the Clayton Valley lithium clay project. Currently, he serves as the chief executive officer and founder of Zero Carbon Technologies, a United Kingdom-based enterprise specializing in battery and e-waste recycling.
Geoffrey Balderson will be the chief financial officer. He serves as CFO and director of several publicly traded companies in a variety of industries and is instrumental in managing the final operations as well as the integrated business strategies. He is the founder and president of Harmony Corporate Services and has been involved in the capital markets for 25 years, possessing a solid background in corporate compliance.
The balance of the board of directors of the resulting issuer will be determined by Privco and announced in further press releases.
The transaction is not expected to constitute a non-arm's-length qualifying transaction or a related party transaction pursuant to the policies of the TSX-V. No finders' fees are payable in respect to the transaction.
Private placement financing
In connection with and as a condition to the transaction, Privco intends to complete an equity financing for minimum gross proceeds of $500,000 and maximum gross proceeds of up to $800,000.
The non-brokered private placement will offer units at eight cents, each unit consisting of one common share and one common share purchase warrant exercisable for two years at 20 cents.
The units are expected to be sold to accredited investors and other exempt parties pursuant to exemptions from prospectus requirements under Canadian securities laws. Some of the private placement may be sold by Ankh II on the same terms (but with Ankh II common shares) and would be completed with the closing of the transaction. The net proceeds of the private placement will be used for exploration and development of the resulting issuer's properties as well as working capital and general corporate purposes. The company may pay qualified finders' commissions in accordance with TSX-V rules.
The ultimate structuring of the private placement is subject to receipt of tax, securities law and corporate law advice.
Conditions of the transaction
Completion of the transaction is subject to the satisfaction of customary closing conditions, including: (i) the satisfactory completion of due diligence by each of Ankh II and Privco; (ii) receipt of all required approvals and consents relating to the transaction, including without limitation any approvals of the shareholders of Ankh II and Privco, 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 II 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 II common shares will resume prior to the closing of the transaction.
Filing statement
In connection with the transaction and in compliance with the policies of the TSX-V, Ankh II will file on SEDAR+ a filing statement, which will contain details regarding the transaction, Ankh II, Privco and the resulting issuer. As the transaction is not a non-arm's-length qualifying transaction Ankh II will not be required to obtain the approval of its shareholders for the transaction as provided by the TSX-V's policies.
Additional information
Ankh II will issue a subsequent press release in accordance with the policies of the TSX-V containing additional terms of the transaction, including information relating to summary financial information in respect of Privco, and to the extent not contained in this press release, additional information with respect to the private placement, history of Privco, and the proposed directors, officers and insiders of the resulting issuer upon completion of the transaction.
We seek Safe Harbor.
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