Black Pine Resources Announces Closing of Qualifying Transaction

Black Pine Resources Corp. (formerly Anquiro Ventures Ltd.) (the " Company ") is pleased to announce the completion of the previously announced business combination (the " Transaction ") pursuant to a merger agreement dated effective October 17, 2024 (as amended, the " Merger Agreement "), between the Company, Black Pine Resources Corp. (" BP Resources ") and 1504671 B.C. Ltd. (" AcquisitionCo "), a wholly-owned subsidiary of the Company (together, the " Parties "). The Transaction constitutes the Company's "Qualifying Transaction" (within the meaning of Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the " Exchange ")). Pursuant to the terms of the Transaction, Black Pine amalgamated with AcquisitionCo by way of a three cornered amalgamation pursuant to the Merger Agreement, a copy of which is available under the Company's profile on SEDAR+ at www.sedarplus.ca , and all outstanding BP Resources common shares were exchanged for common shares of the Company (each, a " Company Share ") on the basis of one Company Share for each BP Resources share, and all BP Resources warrants were exchanged for warrants of the Company (each, a " Company Warrant ") on the basis of one Company Warrant for each BP Resources warrant. As of the date of this news release, there are 38,131,729 Company Shares issued and outstanding, on an undiluted basis, of which: 3,350,000 Company Shares are held by subscribers of Subscription Receipts (as defined herein) (" AQR SR Subscribers "); 4,500,001 Company Shares are held by holders of common shares in the capital of the Company immediately prior to the Transaction (excluding AQR SR Subscribers); and 30,281,728 Company Shares are held by former Black Pine shareholders. As part of the Transaction, the Company changed its name to "Black Pine Resources Corp.". Further details regarding the Transaction can be found in the Filing Statement, a copy of which is available under the Company's profile on SEDAR+ at www.sedarplus.ca . The Company has made its final submission to the Exchange pursuant to Exchange Policy 2.4 to seek final Exchange acceptance of the Transaction. It is anticipated that the Company Shares will resume trading on the Exchange under the trading symbol "BPR" on or about August 14, 2026. On completion of the Transaction, certain Principals (as defined in the policies of the Exchange) of the resulting issuer holding an aggregate of 4,914,800 Company Shares are subject to escrow in accordance with section 6.2 of Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions of the Exchange (" Policy 5.4 ") and pursuant to an Exchange Form 5D escrow agreement, between the Company, Computershare Investor Services Inc., as escrow agent, and such Principals. Pursuant to Policy 5.4, 10% of the escrowed shares will be released at the time of the final bulletin of the Exchange (the " Final Exchange Bulletin "), 15% of the escrowed shares will be released 6 months from the Final Exchange Bulletin, 15% of the escrowed shares will be released 12 months from the Final Exchange Bulletin, 15% of the escrowed shares will be released 18 months from the Final Exchange Bulletin, 15% of the escrowed shares will be released 24 months from the Final Exchange Bulletin, 15% of the escrowed shares will be released 30 months from the Final Exchange Bulletin, and 15% of the escrowed shares will be released 36 months from the Final Exchange Bulletin. Certain current and/or former shareholders of the Company are subject to an escrow agreement dated August 30, 2017 (the " CPC Escrow Agreement "), with the Exchange and Computershare Investor Services Inc., as escrow agent, in respect of 2,500,001 Company Shares. Under the terms of the CPC Escrow Agreement, 25% of the escrowed securities will be released at the time of the Final Exchange Bulletin, with an additional 25% released on each 6 month anniversary therea.