HOME RUN OIL & GAS INC. entered into a non-binding letter of intent to acquire Ankh Capital Inc. (TSXV:ANKH.P) for CAD 2.3 million in a reverse merger transaction on May 10, 2022. The holders of Home Run Common Shares will receive one common share of the Resulting Issuer (on a post-consolidation, one for four basis) in exchange for their Home Run Common Shares, at a ratio to be determined based on a valuation of Home Run determined in connection with the Private Placement in the context of the market (the "Exchange Ratio"). Ankh currently has 15,620,000 Ankh Common Shares issued and outstanding and Home Run currently has 25,837,500 common shares ("Home Run Common Shares") issued and outstanding. All outstanding warrants of Home Run will be replaced with equivalent convertible or exchangeable securities of the Resulting Issuer entitling the holders thereof to acquire common shares of the Resulting Issuer in lieu of Home Run Common Shares adjusted to reflect the Exchange Ratio, and otherwise bearing the same terms of the securities they replace. It is expected that upon completion of the transaction, the combined entity (the "Resulting Issuer") will meet the listing requirements for a Tier 2 Oil & Gas issuer under the policies of the TSX Venture Exchange (the "TSXV"). Ankh will change its name to such name as determined by Home Run in its sole discretion, in compliance with applicable law and as may be acceptable to the TSXV. Trading in the securities of Ankh will be halted until the completion of the transaction. The management and board of directors of the Resulting Issuer will be determined by Home Run.
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 and Home Run; (ii) receipt of all required approvals and consents relating to the Transaction, including without limitation any approvals of the shareholders of Ankh and Home Run, 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. The transaction is also subject to approval of Ankh's board of directors and execution of the Definitive Agreement.