Ramp Metals Inc. entered into a Letter of Intent to acquire Anacott Acquisition Corporation (TSXV:AAC.P) in a reverse merger transaction on March 2, 2023. Ramp Metals Inc. entered into a binding merger agreement to acquire Anacott Acquisition Corporation (TSXV:AAC.P) in a reverse merger transaction on July 28, 2023. As consideration for the acquisition of all of the outstanding securities of Ramp, holders of the common shares of Ramp (each, a ?Ramp Share?) will receive one post-Consolidation Anacott Share for each one Ramp Share held with a deemed value of CAD 0.20 per post Consolidation Anacott Share. Immediately prior to the completion of the transaction, Anacott is required to consolidate the issued and outstanding Anacott Shares on the basis of approximately 1.7603584 pre-consolidation Anacott shares for each one post-consolidation Anacott share (the ?Consolidation?). The existing shareholders of Ramp are expected to own a majority stake of approximately 75.31% of the outstanding Resulting Issuer Shares after completion of the transaction and the Company is expected to be renamed ?Ramp Metals Inc.?. Upon completion of the Qualifying Transaction, the combined entity (the ?Resulting Issuer?) will continue the business of Ramp Metals and the Resulting Issuer intends to be a Tier 2 Mining Issuer pursuant to the policies of the Exchange. Upon completion of the Proposed Transaction, it is anticipated that the board of directors of the Resulting Issuer will consist of five nominees: Jordan Black, Pritpal Singh, Peter Schloo, David Parker and Michael Romanik. It is anticipated that the senior management of the Resulting Issuer will include Jordan Black as Chief Executive Officer, and Rachel Chae as Chief Financial Officer and Corporate Secretary. Ramp?s advisory board now consists of Mark Bennett, Scott McLean, Richard Murphy and Stephen Goodman, each of whom is expected to serve as an advisor to the Resulting Issuer following the closing of the proposed transaction.

The transaction is subject to the approval of the Exchange and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. The LOI provides that it will be superseded and replaced with a definitive agreement that will contain customary covenants, representations, warranties and other terms for agreements of a similar nature. The completion of the proposed transaction is subject to the satisfaction certain conditions, including but not limited to: (i) the completion of a concurrent financing for gross proceeds of a minimum of CAD 1,000,000 (the ?Concurrent Financing?) through the issuance of either units of Anacott at a price of CAD 0.20 per Anacott Unit, or and/or subscription receipts of Ramp at a price of CAD 0.20 per Ramp Subscription Receipt; (ii) the completion of the consolidation of Anacott shares ; and (iii) the receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the approval of the Exchange. The Consolidation was approved by the shareholders of Anacott at the Company?s annual general and special meeting of shareholders held on October 20, 2023. On November 29, 2023, Ramp completed a non-brokered private placement in which Ramp issued and sold an aggregate of 5,549,280 Ramp Subscription Receipts to certain investors in exchange for aggregate gross proceeds of CAD 1,109,856. Ramp intends to use the net proceeds from the financing to carry out a work program on its Rottenstone SW property and for general working capital purposes. On January 12, 2024, the shareholders of Ramp unanimously approved the amalgamation of Ramp and 1429494 B.C. Ltd. (?Anacott AcquisitionCo?), a wholly-owned subsidiary of Anacott. As of March 7, 2024, TSX Venture Exchange has conditionally approved the transaction. Anacott and Ramp anticipate that the transaction will be completed no later than October 27, 2023. As of January 23, 2024, due to unforeseen circumstances, the parties have agreed to extend that date until February 29, 2024. Assuming all conditions to the closing of the Transaction are satisfied, the Parties anticipate closing the Transaction during the week of March 18, 2024. Computershare Investor Services acted as transfer agent and registrar to Anacott in the transaction. Ramp Metals Inc. has appointed Mark Bennett as a Strategic Advisor.

Ramp Metals Inc. completed the acquisition of Anacott Acquisition Corporation (TSXV:AAC.P) for CAD 5.3 million in a reverse merger transaction on March 19, 2024. All outstanding shares of Ramp were exchanged for post-Consolidation Common Shares on the basis of one Common Share for each one Ramp Share, resulting in 29,886,305 Common Shares being issued at a deemed price of CAD 0.20 per Common Share to former shareholders of Ramp.