Ankh II signs LOI to acquire Epiphany Power as QT

Executive Summary

• Ankh II Capital Inc. has entered into a non-binding Letter of Intent (LOI) to acquire Epiphany Power Corp. in a proposed qualifying transaction, which will result in the combined entity continuing the business of Epiphany, an Alberta-based developer of prepermitted power parks.
• The transaction involves the issuance of approximately 192,187,500 Ankh common shares to Epiphany securityholders at a deemed price of $0.08 per share, while existing Ankh shareholders will retain their current holdings.
• Concurrent with the acquisition, Epiphany is completing a non-brokered private placement of subscription receipts raising $5.25 million, which will convert into Ankh shares and warrants upon closing.

Key Details

• Transaction Structure: Proposed business combination via three-cornered amalgamation or similar form; intended to constitute a "qualifying transaction" under TSX Venture Exchange Policy 2.4.
• Consideration: Ankh to acquire all issued and outstanding securities of Epiphany in exchange for common shares.
• Share Issuance: Approximately 192,187,500 Ankh shares to be issued to Epiphany securityholders at a deemed price of $0.08 per share.
• Existing Shareholders: Existing Ankh shareholders are expected to retain 6,041,801 shares.
• Concurrent Financing: Epiphany to complete a non-brokered private placement of subscription receipts at $0.08 per unit.
• Financing Proceeds: Aggregate gross proceeds of $5.25 million expected from the subscription receipt financing.
• Warrant Terms: Each subscription receipt converts into one Ankh common share and one Ankh common share purchase warrant. Warrants are exercisable at $0.16 for a period of three years.
• Termination of Previous Deal: The previously announced LOI with Maple Agro Farms Corp. (dated April 22, 2025) has terminated.
• Management Appointments:
  • Hunter Young: Co-founder and Co-CEO
  • Dallas Forno: Co-founder and Co-CEO
  • Adam Morand: Chief Information Officer
  • Andrew Jonsson: Chief Financial Officer and Corporate Secretary
• Board Composition: The resulting issuer's board is expected to consist of five directors, to be determined and appointed at a later date.
• Facilitator Fee: 100,000 common shares in the resulting issuer to be paid to an arm's-length party, subject to TSX-V approval.
• Regulatory Status: Transaction is subject to exchange approval; no shareholder approval required as it is not a non-arm's-length transaction. Trading remains halted pending completion.
• Target Company Profile (Epiphany Power Corp.):
  • Alberta-based developer of high-margin, greenfield natural gas-to-power projects.
  • Offers shovel-ready, permitted power parcels ranging from 25 MW to 200 MW.
  • Spirit River Power Project: Flagship 20 MW natural gas plant.
  • Spirit River Approvals: Secured AUC power plant approval, AUC connection order, EPEA industrial facility approval, Historical Resources Act approval, and transportation/economic corridors permit.
  • Land: Signed land option on 4.8 acres of private freehold land (exercisable into a 25-year lease).
  • Interconnection: Progressing through AESO Cluster process for grid interconnection.

Notable Quotes

• No direct quotes from executives were included in the text; however, the release outlines the strategic vision: "Epiphany's expertise in compressing permitting timelines and delivering shovel-ready infrastructure aligns with Ankh's mandate to identify and advance high-growth opportunities."