Vancouver, British Columbia--(Newsfile Corp. - May 21, 2026) - Anquiro Ventures Ltd. (TSXV: AQR.P) ("AQR") is pleased to provide an update with respect to its proposed transaction with Black Pine Resources Corp. ("Black Pine") pursuant to a merger agreement dated effective January 31, 2026 (as amended, the "Merger Agreement") among AQR, Black Pine and 1504671 B.C. Ltd. ("AcquisitionCo"), a wholly-owned subsidiary of AQR, to be completed by way of a three cornered amalgamation (the "Transaction"). It is intended that the Transaction will constitute AQR's "Qualifying Transaction", as such term is defined in Policy 2.4 of the TSXV Venture Exchange (the "TSXV"), and upon and subject to completion of the Transaction, AQR (the "Resulting Issuer") is expected to change its name to "Black Pine Resources Corp." and trade on the TSXV under the symbol "BPR" as a Tier 2 mining issuer.

In connection with the Transaction, AQR has filed on SEDAR+ under the profile of AQR the filing statement dated May 14, 2026 (the "Filing Statement") and a technical report on the Sugarloaf Property near Tyrone, New Mexico (the "Sugarloaf Property") titled "Geological Report and Summary of Field Examination, Sugarloaf Property, Grant County, New Mexico, USA" dated February 15, 2026 (the "Technical Report"). Readers are encouraged to review the Filing Statement at www.sedarplus.ca, which provides detailed information about the Transaction, AQR, Black Pine and the Resulting Issuer, including financial statements of AQR and Black Pine, and pro forma financial statements of the Resulting Issuer. Information in the Filing Statement regarding the Sugarloaf Property is derived from the Technical Report and should be read with reference to the full text of the Technical Report. The Phase 1 exploration program recommended in the Technical Report has been increased from $202,000 to $404,000.

The Transaction

On October 17, 2024, AQR, AcquisitionCo, and Black Pine entered into the Merger Agreement. Pursuant to the Merger Agreement, AQR and Black Pine have agreed to complete the Transaction pursuant to which, among other things, AQR will acquire all of the issued and outstanding securities of Black Pine though the amalgamation of Black Pine and AcquisitionCo pursuant to the provisions of the Business Corporations Act (British Columbia). Each holder (a "Black Pine Shareholder") of common shares in the capital of Black Pine (each, a "Black Pine Share") will be entitled to receive that number of common shares in the capital of the Resulting Issuer (each, a "Resulting Issuer Share") as is equal to the number of Black Pine Shares held by such Black Pine Shareholder immediately prior to the effective time of the closing of the Transaction (the "Effective Time"), at a deemed price of $0.10 per share.

Immediately after the completion of the Transaction, assuming the minimum amount of the Concurrent Financing (as defined below), but subject to certain qualifications as set forth in the Filing Statement, it is anticipated there will be approximately 35,431,729 Resulting Issuer Shares issued and outstanding on an undiluted basis, of which approximately:

1. 15,000,000 Resulting Issuer Shares will be held by subscribers of Subscription Receipts (as defined below) (each, an "SR Subscriber");

2. 4,500,001 Resulting Issuer Shares will be held by former holders (each, an "AQR Shareholder") of common shares in the capital of AQR (each, an "AQR Share") (excluding SR Subscribers); and

3. 15,931,728 Resulting Issuer Shares will be held by former Black Pine Shareholders (excluding SR Subscribers).

Assuming the maximum amount of the Concurrent Financing, but subject to certain qualifications as set forth in the Filing Statement, it is anticipated there will be approximately 45,431,729 Resulting Issuer Shares issued and outstanding on an undiluted basis, of which approximately:

1. 25,000,000 Resulting Issuer Shares will be held by SR Subscribers;

2. 4,500,001 Resulting Issuer Shares will be held by former AQR Shareholders (excluding SR Subscribers); and

3. 15,931,728 Resulting Issuer Shares will be held by former Black Pine Shareholders (excluding SR Subscribers).

In 2024, AQR received conditional acceptance from the TSXV for the Transaction, subject to AQR fulfilling all of the requirements of the TSXV. The conditional acceptance lapsed on February 28, 2025, and AQR re-applied for conditional approval and it was granted by the Exchange on May 14, 2026.

Concurrent Financing

Black Pine and AQR anticipate completing a jointly-funded non-brokered private placement offering of a minimum of 15,000,000 subscription receipts (each, a "Subscription Receipt"), up to a maximum of 25,000,000 Subscription Receipts, at a price per Subscription Receipt of $0.10 (the "Concurrent Financing"). The portion of the Concurrent Financing to be completed by AQR is intended to form part of the Transaction, with the proceeds and any interest and other income earned thereon (the "Escrowed Funds") to be held in escrow by the Subscription Receipt agent (the "SR Agent") prior to closing of the Concurrent Financing. Further to AQR's press release dated November 12, 2024, Black Pine and AQR have increased the size of the Concurrent Financing from the originally disclosed minimum gross proceeds amount of $1,100,000 to minimum gross proceeds of $1,500,000 and maximum gross proceeds of $2,500,000.

Each Subscription Receipt issued by Black Pine will be converted into one unit (each, a "Black Pine SR Unit"), with each Black Pine SR Unit comprised of one Black Pine Share and one common share purchase warrant (each, a "Black Pine SR Warrant"). Each such Black Pine SR Warrant will be exercisable by the holder thereof for a period of three years after the date of its issuance to acquire one Black Pine Share at a price per share of $0.20.

Each Subscription Receipt issued by AQR will be converted into one unit (each, an "AQR SR Unit"), with each AQR SR Unit comprised of one AQR Share and one common share purchase warrant (each, an "AQR SR Warrant"). Each such AQR SR Warrant will be exercisable by the holder thereof for a period of three years after the date of its issuance to acquire one AQR Share at a price per share of $0.20. All Subscription Receipts issued by AQR pursuant to the Concurrent Financing are subject to final approval of the Concurrent Financing and the Transaction by the TSXV. All securities issued by AQR pursuant to the Concurrent Financing shall be subject to a four month and a day hold period in Canada.

At the Effective Time, the Black Pine Shares and the Black Pine SR Warrants comprising the Black Pine SR Units will be exchanged for Resulting Issuer Shares and common share purchase warrants of the Resulting Issuer (each, a "Resulting Issuer Warrant"), respectively, with each such Resulting Issuer Warrant being exercisable for a period of three years from the issuance date of the exchanged Black Pine SR Warrant to acquire one Resulting Issuer Share at the price per share of $0.20.

The AQR SR Warrants, and the Black Pine SR Warrants exchanged for Resulting Issuer Warrants, are subject to a right to accelerate the expiry time of the warrants (the "SRW Acceleration Right"), whereby if the closing price of the Resulting Issuer Shares exceeds $0.28 over a period of eight consecutive trading dates commencing four months from the date of the issuance of the applicable warrant, then the Resulting Issuer may give notice in writing within 30 days of such occurrence to the holder of such warrant (as continuing to exist as AQR SR Warrants or exchanged for Resulting Issuer Warrants) that such warrants shall expire at the accelerated expiry time, being 30 days from the date of the notice, unless previously exercised by the holder.

A finder's fee consisting of a cash commission of up to 10% of the gross proceeds of the Concurrent Financing and non-transferable broker warrants equal to up to 10% of the total number of Subscription Receipts issued is payable on the gross proceeds raised under the Concurrent Financing. The broker warrants have the same terms as the Black Pine SR Warrants or the AQR SR Warrants, as applicable.

AQR and Black Pine anticipate closing the Transaction and the Concurrent Financing on May 29, 2026. To date, Black Pine has raised gross proceeds of $1,435,000 under the Concurrent Financing, leaving estimated additional gross proceeds of $65,000 (minimum) and $1,065,000 (maximum) to be raised by AQR and/or Black Pine under the Concurrent Financing. The net proceeds from the Concurrent Financing are intended to be used upon completion of the Transaction for: (a) completion of the Phase 1 exploration program on the Sugarloaf Property; (b) general and administrative expenses and working capital purposes; and (c) Transaction costs, all as more particularly set forth in the Filing Statement.

Immediately prior to the Effective Time, all issued and outstanding Subscription Receipts will be automatically converted into an equivalent number of AQR SR Units, assuming: (a) the receipt by the Subscription Receipt agent of an escrow release notice confirming that: (i) all conditions to the completion of the Transaction have been satisfied or waived, other than the release of the Escrowed Funds; and (ii) no material terms of the Merger Agreement have been modified and/or waived (unless such modifications or waivers were consented by AQR and Black Pine); (b) the receipt of conditional approval from the TSXV for the listing of the Resulting Issuer Shares on the TSXV; and (c) the receipt of other approvals and conditions customary for a financing of this type, all as more particularly set forth in the Filing Statement. The Concurrent Financing is subject to TSXV acceptance.

The Resulting Issuer

The Resulting Issuer will carry on the business currently carried on by Black Pine, namely mineral exploration focused on the acquisition and exploration of mineral properties. Pursuant to an agreement dated April 12, 2022 (as amended, the "Property Agreement") with Great Basin Resources Inc. ("GBR"), Black Pine is entitled to earn an undivided 100% interest in the Sugarloaf Property, subject to a 2% net smeltery royalty due to GBR and certain other payments due to GBR, as provided in the Property Agreement.

Following completion of the Transaction, the board of directors of the Resulting Issuer is anticipated to be reconstituted to consist of the following six directors: Richard Martel, Keturah Nathe, Richard Kern, Joe DeVries, Huitt Tracey and Elyssia Patterson.

The officers of the Resulting Issuer are expected to be Richard Martel as Chief Executive Officer, Teresa Cherry as Chief Financial Officer, and Keturah Nathe as Corporate Secretary.

Biographies of the proposed directors and officers are presented below:

Richard Martel – Proposed Director, Chief Executive Officer

Mr. Martel has been involved with private and publicly listed companies for the past 27 years. Currently, Mr. Martel is the principal of RAMM Communications Corp, a private consultancy firm specializing in advising growth companies in mining, energy and early-stage venture capital companies. Mr. Martel has held senior management positions as Corporate Development and Marketing with Tan Range Resources Co., New Millennium Metals Corp., which merged with Platinum Group Metals Ltd., Kiska Metals Corporation, Balmoral Resources Ltd., MAG Silver Corp., Constantine Metals Resources Ltd. and Canagold Resources Corp.

Keturah Nathe – Proposed Director, Corporate Secretary

Ms. Nathe brings 19 years' experience at both public and private companies in various industries including: mineral exploration and development, oil and gas, technology, agriculture, and property development. Her experience includes corporate and regulatory compliance, structuring and execution of debt and equity financings, corporate strategy, identifying and evaluating acquisition targets and due diligence reviews, industry/market research/valuations, and contract negotiations. Ms. Nathe is the Chief Financial Officer and/or director several junior public companies that trade on the TSXV, NEX, and the Canadian Securities Exchange.

Richard Kern – Proposed Director

Mr. Kern, B.Sc., M.Sc., is a professional geologist with over 37 years of experience in mineral exploration in the U.S., Central America, South America and Australia. He has been involved in major discoveries in the Western U.S. and Australia. Mr. Kern's areas of expertise include establishing base, precious metal and lithium exploration programs throughout North America, with an emphasis on the Western U.S. Mr. Kern has strong analytical skills focusing on a mixture of methods such as practical field geology, geochemistry and drilling with state of the art GIS, geochemical and geophysical methods. Mr. Kern is currently the president of GBR and CEO of Iconic Minerals Ltd. and has held executive and management level positions in North Mining, Inc., Homestake Mining Company, Superior Oil Company, and the U.S. Geological Survey.

Joe DeVries – Proposed Director

Mr. DeVries is a businessman with over 32 years' experience in assisting public companies with financing, development and administration. He has facilitated the building of shareholder equity value with development capital. He is presently Interim CEO President and a director of ARH, CEO, President and a director of Petrichor Energy Inc. and a director of AQR.

Huitt Tracey – Proposed Director

Mr. Tracey has been involved in the North American venture capital markets for over 30 years. Serving in capacities as stockbroker, director, officer or investor relations consultant, he has provided expertise to numerous companies in industries including advanced technology, IP, telecommunication, bio-technology, energy and mining. In more than a decade as an Account Executive with brokerage firms that specialize in the corporate financing of American and Canadian ventures, he assisted in the initial public offering and development funding of many companies that pioneered innovative and disruptive technologies.

Elyssia Patterson – Proposed Director

Ms. Patterson is a finance and corporate development executive with extensive experience guiding private companies through the process of going public on the TSXV and the Canadian Securities Exchange (CSE). As CEO of Lycan Capital Corp., she oversees corporate communications, marketing, investor relations, and corporate development services for publicly traded companies. Her previous roles include Director at BuildDirect.Com Technologies Inc., CFO at Quebec Innovative Materials Corp., CFO at Quebec Nickel Corp., CFO and Director at Snowy Owl Gold, Director at Lophos Holdings as well as Director for Diagnamed Holdings Corp. and Starmet Ventures. Ms. Patterson has a strong background in corporate finance, strategic planning, and investor relations. She holds a Bachelor of Arts in Communication from Simon Fraser University, an MBA from Queensland University of Technology, and is currently enrolled in the Directors Education Program at the University of Toronto - Rotman School of Management.

Teresa Cherry – Proposed Chief Financial Officer

Ms. Cherry is the Chief Financial Officer of several junior public companies that trade on the TSXV, NEX, and the Canadian Securities Exchange. She has over 10 years' experience assisting public companies with financial reporting in the exploration, development, and production stages. Ms. Cherry is a member of the Chartered Professional Accountants of British Columbia (CPA, CGA).

Black Pine

Black Pine was incorporated under the Business Corporations Act (British Columbia) on October 20, 2017, under the name "Digital Asset Management Corp." On February 23, 2021, Black Pine changed its name to "Black Pine Resources Corp.". Black Pine is a mineral exploration company focused on the acquisition and exploration of mineral properties. Pursuant to an agreement dated April 12, 2022 ("Property Agreement"), as amended, with Great Basin Resources Inc. ("GBR"), Black Pine is entitled to earn an undivided 100% interest in the Sugarloaf Copper Project, subject to a 2% net smeltery royalty due to GBR and certain other payments due to GBR, as provided in the Property Agreement.

Anquiro Ventures Ltd.

AQR was incorporated under the Business Corporations Act (British Columbia) on March 1, 2012, and is a Capital Pool Company (as such term is defined in TSXV Policy 2.4) listed on the TSXV. AQR has no commercial operations and no assets other than cash.

Trading in the common shares of AQR is currently suspended in accordance with the policies of the TSXV and will remain suspended until such time as all required documentation in connection with the Transaction has been filed with and accepted by the TSXV and permission to resume trading has been obtained from the TSXV. Completion of the Transaction is subject to a number of conditions and there can be no assurance that the Transaction will be completed as proposed or at all.

Further Information

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

Investors are cautioned that, except as disclosed in the Filing Statement, 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 the Company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has not approved or disapproved of the contents of this news release.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: the closing of the Transaction, the Completion of the Concurrent Financing, the resumption of trading of the Company Shares and final approval from the TSXV for the Transaction.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect management of AQR and Black Pine's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although AQR and Black Pine believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Transaction; the anticipated use of funds from the Concurrent Financing; the ability of Black Pine to earn an undivided 100% interest in the Sugarloaf Property, subject to any net smelter royalty payable, pursuant to the Property Agreement; the ability of Black Pine to satisfy the requirements of the Property Agreement; the ability to carry out exploration programs on the Sugarloaf Property; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Transaction and/or the Concurrent Financing on the proposed terms and schedule; the potential impact of the announcement or consummation of the Transaction and/or the Concurrent Financing on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; risks relating to epidemics or pandemics, including changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Transaction and/or the Concurrent Financing. This forward-looking information may be affected by risks and uncertainties in the business of the Company and Black Pine and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although AQR and Black Pine have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. AQR and Black Pine do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Not for distribution to United States newswire services or for
dissemination in the United States.

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