Vancouver, British Columbia--(Newsfile Corp. - May 6, 2025) - Ankh II Capital Inc. (TSXV: AUNK.P) ("Ankh II" or the "Company") is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") dated April 22, 2025, in connection with a proposed business combination (the "Transaction") with Maple Agro Farms Corporation ("Maple Agro"), an arm's length Canadian based private agricultural company with operations in Ghana focused on the cultivation and marketing of premium palm oil products.
General Information on Ankh II
Ankh II was incorporated under the Business Corporations Act (British Columbia) on August 23, 2022. The Company was formed for the primary purpose of completing an initial public offering on the TSX Venture Exchange (the "TSXV") as a Capital Pool Company (as such term is defined in TSXV Policy 2.4 - Capital Pool Companies (the "Policy")). 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 Street 20th Floor, Vancouver, BC, V6C 3R8. The common shares of Ankh II ("Ankh II Common Shares") are currently listed on the TSXV and Ankh II is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan and Ontario.
Ankh II's issued and outstanding capital consists of 6,041,801 Ankh II Common Shares and 1,008,359 convertible securities exercisable or exchangeable into 1,008,359 Ankh II Common Shares, comprising: (i) 604,179 stock options exercisable at a price of $0.10 per Ankh II Common Share; and (ii) 404,180 agent's warrants exercisable at $0.10 per Ankh II Common Share.
Ankh II's previously announced letter of intent in respect to a proposed qualifying transaction (April 18, 2024) was terminated in accordance with its terms when the proposed target was unable to meet certain conditions, including raising necessary funds.
Upon completion of the Transaction, the resulting issuer (the "Resulting Issuer") it is anticipated that the Resulting Issuer's common shares (the "Resulting Issuer Shares") will be listed and posted for trading on the TSXV as a Tier 2 issuer and will carry on the business of Maple Agro.
General Information Maple Agro Farms Corporation
Maple Agro Farms Corporation ("Maple Agro") is a privately held Canadian agribusiness headquartered in Vancouver, British Columbia, conducting operations in Ghana through its wholly owned subsidiary, Golden Grove Plantations Ltd. Maple Agro was incorporated under the Business Corporations Act (British Columbia) on October 5, 2016, and its head office is located at 830 - 1100 Melville Street, Vancouver, BC, V6E 4A6. Established to meet the rising demand for sustainably sourced palm oil, Maple Agro is focused on cultivating, processing, and marketing premium palm oil products using advanced technology and environmentally responsible practices.
Maple Agro is developing large-scale palm oil plantations in Ghana's Eastern Region, leveraging fertile land, ideal climatic conditions, and strong local infrastructure. Its mission is to become a premier provider of high-quality, sustainably produced palm oil for domestic and international markets, while contributing to economic development and community upliftment in West Africa.
With an experienced leadership team and a strategic growth plan, Maple Agro aims to establish a 10,000-acre plantation, develop modern processing facilities, and achieve annual production of over 20,000 metric tons of palm oil over an estimated five years. The company integrates sustainability, innovation, and community development at the core of its operations to deliver long-term value for stakeholders.
Maple Agro currently has 17,748,000 common shares ("Maple Agro Common Shares") and 300,000 compensation special warrants convertible into 300,000 Maple Agro Common Shares for no additional consideration, issued and outstanding.
Terms of the Transaction with Maple Agro
The acceptance of the LOI is being followed by good faith negotiations of definitive documentation among the parties setting forth the detailed terms of the Transaction, including percentages of the issued and outstanding common shares of the Resulting Issuer ("Resulting Issuer Shares") that will be represented by shareholders of Ankh II and Maple Agro, at the closing of the Transaction. The Transaction is expected to be completed by way of a three-cornered amalgamation, share purchase, share exchange or alternate structure, to be determined with input from the legal and tax advisors to each of Ankh II and Maple Agro, which will result in Maple Agro becoming a wholly owned subsidiary of Ankh II. Additional information respecting the structure will be provided in subsequent press releases, once available.
Upon the satisfaction or waiver of the conditions set out in the definitive transaction agreement to be entered into by Ankh II and Maple Agro (the "Definitive Agreement"), the following, among other things, will be completed in connection with the Transaction: Ankh II will change its name to a new name as determined by Maple Agro, in its sole discretion, subject to compliance with applicable laws and TSXV approval. A corresponding change will be made to the Ankh II's trading symbol.
Ankh II shall change its auditor to such audit firm as determined by Maple Agro, in its sole discretion, subject to applicable regulatory and securities law requirements.
The board of directors and executive management of the Resulting Issuer will be determined by Maple Agro and will be announced in a subsequent press release.
The Transaction is not expected to constitute a "Non-Arm's Length Qualifying Transaction" or a related party transaction as that term is defined in Policy 2.4.
The Resulting Issuer Shares issued to Principals within the meaning of TSXV's policies of the Resulting Issuer will be subject to escrow restrictions in accordance with the TSXV's policies. In addition, the shares of the Resulting Issuer issued to other shareholders of Maple Agro may be subject to resale restrictions as required by the TSXV's policies.
Private Placement Financing
As a condition to the completion of the Transaction, Maple Agro intends to complete a non-brokered private placement [equity] financing (the "Private Placement") for minimum gross proceeds of CDN $1,200,000 and up to a maximum of CDN $1,500,000. The Private Placement is expected to consist of the issuance of a minimum of 12,000,000 and up to 15,000,000 common shares of Maple Agro at a price of CDN $0.10 per share.
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 by the Resulting Issuer for land acquisition, infrastructure development, as well as working capital and general corporate purposes. A finder's fee of up to 8% may be paid in connection with the Private Placement, subject to the approval of the TSX Venture Exchange.
The ultimate structuring of the Private Placement is subject to receipt of tax, securities law and corporate law advice and the final terms will be provided in subsequent news releases.
Transaction Finder's Fee
In connection with the Transaction and subject to the approval of TSXV, a finder's fee equal to 1% and 2% of the outstanding Resulting Issuer Shares, respectively, shall be paid to two arm's length third parties through issuance of Resulting Issuer Common Shares.
Sponsorship
The Transaction may be subject to sponsorship requirements under TSXV policies unless waived. Ankh II intends to apply for such waiver; however, there can be no assurance that a waiver will be obtained. If a waiver from the sponsorship requirements is not obtained, a sponsor will be identified at a later date. Additional information respecting sponsorship, as required, will be provided in a future news release.
Trading Halt
Trading in Ankh II's common shares will remain halted pending TSXV review of the Transaction and satisfaction of applicable requirements. Trading is not expected to resume until the Transaction closes.
Filing Statement
Ankh II intends to either file a Filing Statement or a Prospectus on SEDAR+ (www.sedarplus.com) containing details regarding the Transaction, Maple Agro, the Private Placement, and the Resulting Issuer. As the Transaction is not anticipated to be a Non-Arm's Length Qualifying Transaction, it is expected that a shareholders' approval will not be required under TSXV policies.
Additional Information
Following the execution of a definitive agreement, Ankh II will issue a further news release detailing additional terms of the Transaction, Private Placement, finder's fee or commission, details of any financing arrangement, deposits, advances or loans, as applicable, summary financial information on Maple Agro, and further disclosure regarding the proposed directors, officers, and insiders of the Resulting Issuer.
Contact
Ankh II Capital Inc.
Roger Milad, CEO & CFO
Phone: (604) 690-2680
Maple Agro Farms Corporation
Sammy Boakye, President
Email: sammyb@mapleagrofarms.com
Phone: (682) 465-1788
All information in this press release relating to Maple Agro has been provided by Maple Agro and is the sole responsibility of Maple Agro.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Note
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a Capital Pool Company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Forward-Looking Statements
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the development of Maple Agro's operations, the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction, the name change of the Company, the Private Placement, the use of proceeds of the Private Placement, and the proposed directors and officers of the Resulting Issuer. The information about Maple Agro contained in this press release has not been independently verified by Ankh II. Although Ankh II believes, considering the experience of its officers and directors, current conditions, expected future developments, and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because Ankh II can give no assurance that they will prove to be correct.
Readers are cautioned not to place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, the name change of the Company, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions; that the ultimate terms of the Transaction, the Private Placement or that the Transaction and associated matters will not be successfully completed for any reason (including the failure to obtain required approvals or regulatory clearances). The terms and conditions of the Transaction may change based on Ankh II's due diligence [(which is expected to be limited, as Ankh II intends largely to rely on the due diligence of other parties involved in the Transaction to manage costs)] and the receipt of tax, corporate, and securities law advice for both Ankh II and Maple Agro.
The statements in this press release are made as of the date hereof. Ankh II undertakes no obligation to comment on analyses, expectations, or statements made by third parties in respect of Ankh II, Maple Agro, their securities, or their respective financial or operational results (as applicable).
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