Business
Anacott Announces Execution of Merger Agreement with Ramp Metals Inc.
Winnipeg, Manitoba--(Newsfile Corp. - July 28, 2023) - Anacott Acquisition Corporation (TSXV: AAC...
About this update from Ramp Metals Inc
[{"type":"text","content":"Anacott Announces Execution of Merger Agreement with Ramp Metals Inc.Winnipeg, Manitoba--(Newsfile Corp. - July 28, 2023) - Anacott Acquisition Corporation (TSXV: AAC.P) (the \"Company\" or \"Anacott\") is pleased to announce that further to the letter of intent entered into on March 2, 2023 with Ramp Metals Inc. (\"Ramp\"), a corporation incorporated under the laws of the Province of British Columbia, the Company has entered into a binding merger agreement effective July 28, 2023 with Ramp and 1429494 B.C. Ltd. (\"Anacott AcquisitionCo\"), a wholly-owned subsidiary of Anacott (the \"Merger Agreement\"), in respect of an arm's length reverse-takeover transaction of Ramp by Anacott (the \"Proposed Transaction\"), which will constitute the Qualifying Transaction (as such term is defined in Policy 2.4 - Capital Pool Companies of the Corporate Finance Manual of the TSX Venture Exchange (the \"Exchange\")) of Anacott. 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 $1,000,000 (the \"Concurrent Financing\") through the issuance of either units of Anacott (each, an \"Anacott Unit\") at a price of $0.20 per Anacott Unit, or and/or subscription receipts of Ramp (each, a \"Ramp Subscription Receipt\") at a price of $0.20 per Ramp Subscription Receipt; (ii) the completion of the Consolidation (as defined herein); and (iii) the receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the approval of the Exchange. Each Anacott Unit issuable in the Concurrent Financing will consist of one post-Consolidation common share of Anacott (each, an \"Anacott Share\") and one half of one share purchase warrant, with each whole warrant exercisable into one post-Consolidation Anacott Share at a price of $0.35 per Anacott Share for a period of 24 months, while each Ramp Subscription Receipt will be convertible into one Anacott Unit immediately prior to the closing of the Proposed Transaction.Subject to satisfaction or waiver of the conditions precedent referred to herein and in the Merger Agreement, Anacott and Ramp anticipate that the Proposed Transaction will be completed no later than October 27, 2023. There can be no assurance that the Proposed Tr...