Ramp Metals Inc. entered into a Letter of Intent to acquire Anacott Acquisition Corporation (TSXV:AAC.P) in a reverse merger 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 The LOI provides that it will be superseded and replaced with a definitive agreement that will contain customary covenants, representations, warranties and other terms for agreements of a similar nature.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. 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. 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.