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CALGARY,
AB, Oct. 10, 2024 /CNW/ - Following its
initial announcement by press release dated September 23, 2024 (the "Initial Release")
of its a binding letter of intent dated September 13, 2024 (the "LOI") with Atlas
One Digital Securities Inc. ("Atlas One"), Artrari One
Capital Corp. ("Artrari" or the "Company") (TSXV:
AOCC.P) is pleased to provide further details on its proposed
business combination with Atlas One the ("Transaction").
Business of Atlas One
Atlas One is headquartered at 1626 Duranleau Street,
Vancouver, British Columbia and is
incorporated under and governed by the laws of the Province of
British Columbia. Atlas One
operates across Canada and
currently generates all of its revenue from Canadian clients. It
operates an on-line investment platform, raising private capital
for issuers and offering investors increased access to investment
opportunities. Founded in January of 2020, and registered in 2021
as an exempt market dealer ("EMD"), Atlas One has raised
over $60 million for issuers across
over sixty offerings, building a strong position in private capital
markets in Canada, particularly
for the real estate sector. Powered by a proprietary investment
platform, Atlas One offers investors a seamless and self-directed
investment experience and access to a wide variety of unique
offerings. As an EMD, Atlas One is registered to operate in
British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New
Brunswick, and Nova
Scotia.
Atlas One operates at the intersection of the regulated
financial services industry, through its registration as an EMD,
and the technology industry, through operating an innovative online
platform and automated investment workflow system. As shown in its
audited financial statements for its financial year ended
December 31, 2023, Atlas One had
recorded revenue of $792,823 with a
loss of ($132,864) with total assets
of $403,818 and total liabilities of
$128,676.
The Resulting Issuer
Subject to the approval of the TSX Venture Exchange
("TSXV"), it is intended that the Transaction, when
completed, will constitute the "Qualifying Transaction"
("QT") of Artrari pursuant to Policy 2.4 (the "CPC
Policy") of the TSXV Corporate Finance Manual (the
"Manual"). The resulting issuer of the combination of
Artrari and Atlas One (the "Resulting Issuer") is expected
to continue the business of Atlas One, with its common shares (the
"Resulting Issuer Shares") being listed on the TSXV subject
to required approvals, including approval of the TSXV and the
British Columbia Securities Commission, Atlas One's principal
securities regulator. The industry in which the Resulting Issuer
intends to operate and list on the TSXV is Tier 2 Technology. The
deemed price for each of the Resulting Issuer Shares is
$0.1876 (which excludes any
securities that will be issued in connection with the Financing (as
defined below)) but the parties and/or the Resulting Issuer may
undertake a share consolidation to cause the price of the Resulting
Issuer Shares to be equal to in and around $0.25.
The parties have not yet finalized the proposed directors and
officers of the Resulting Issuer.
Proposed Structure of the Business Combination and Concurrent
Financing
Pursuant to the terms of the LOI, the Company (or an affiliate
of the Company) will acquire all the issued and outstanding common
shares in the capital of Atlas One (being 1,126,305 common shares
as of September 30, 2024) in
consideration of the issuance of 58,620,011 Resulting Issuer
Shares to Atlas One shareholders and the issuance of employee stock
options on 2,095,328 Resulting Issuer Shares at the closing of the
Transaction, based on a valuation of the Company of $1,000,000 and a valuation of Atlas One of
$11,000,000 which results in an
approximately 45:1 share exchange of Resulting Issuer shares for
Atlas One shares. Pursuant to the Transaction, the shareholders of
Atlas One will become shareholders of the Resulting Issuer.
The Company will further use commercially reasonable efforts to
complete a financing transaction (the "Financing") by way of
a brokered private placement concurrently with or immediately prior
to the completion of the Transaction for minimum gross proceeds of
$1,500,000, provided that up to
$750,000 of the gross proceeds are
raised from subscribers identified by the Company. Subject to the
foregoing, the Financing will otherwise be on terms satisfactory to
the Company and Atlas One, each acting reasonably, and is
contemplated to consist of the issue and sale of Resulting Issuer
Shares at a price to be determined by mutual agreement and subject
to required approvals, including approval of the TSXV. Atlas One
shall assist in the completion of the Financing on a commercially
reasonable basis. No finder's fee or commission has been settled at
this point in relation to the Qualifying Transaction or the
Financing but the parties may elect to do so at a later date.
Next Steps
Artrari and Atlas One have begun to negotiate and settle
definitive documentation in relation to the Transaction, including
a definitive merger, amalgamation or share exchange agreement (the
"Definitive Agreement") setting forth the detailed terms of
the Transaction, including the terms set out in the LOI and such
other terms and conditions as are customary for transactions of a
similar nature and magnitude of the Transaction. It is expected
that an application for the listing of the Resulting Issuer Shares
will be submitted to the TSXV following the execution of the
Definitive Agreement. As an EMD, Atlas One will also be required to
receive approval from the British Columbia Securities Commission –
Atlas One's principal securities regulator – to conclude the
Transaction. Further, the Transaction is subject to approval of the
TSXV and may be subject to approval of the shareholders of Atlas
One and Artrari depending on the final structure of the
Transaction.
The parties have not yet engaged a sponsor in respect of the
Transaction but may elect to do so at a later date. The parties may
potentially seek a sponsorship exemption or waiver in connection
with the Transaction. The Transaction does not constitute an
"Non-Arm's Length Qualifying Transaction" as defined in Policy 2.4
of the Manual and there are no Non-Arm's Length Parties involved in
the Transaction.
As required by the TSXV, trading of the shares of the Company on
the TSXV under the trading symbol AOCC.P shall remain halted
pending satisfaction of TSXV requirements and/or completion of the
QT.
About Artrari
Artrari is a "Capital Pool Company" as defined in Policy 2.4 –
Capital Pool Companies of the Manual which completed its initial
public offering on January 4, 2024.
The common shares of Artrari are listed for trading on the TSXV
under the stock symbol AOCC.P. Artrari has not commenced commercial
operations and has no assets other than cash. The officers of the
Company are Reece Torode, Chief
Executive Officer, Jeffrey Snowdon,
Chief Financial Officer and Frank
Sur, Corporate Secretary. Except as specifically
contemplated in the TSXV's CPC policy, until the completion of its
Qualifying Transaction, the Company will not carry on business,
other than the identification and evaluation of companies, business
or assets with a view to completing a proposed Qualifying
Transaction.
About Atlas One
Atlas One is an EMD registered in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New
Brunswick, and Nova Scotia
and commenced business in 2021. Atlas One operates an online
investment platform providing access for eligible investors to
private market investments using digital technology. Since its
launch, Atlas One has processed over $60
million in investments for over sixty different
offerings.
Cautionary Note Regarding Forward- Looking Information and
Conditions to Closing
This press release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of applicable Canadian securities
legislation. Any statements that are contained in this press
release that are not statements of historical fact may be deemed to
be forward-looking statements. Generally, forward-looking
information can be identified by the use of forward-looking
terminology such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations (including negative and grammatical variations) of
such words and phrases or state that certain acts, events or
results "may", "could", "would", "might" or "will be taken",
"occur" or "be achieved". More particularly and without limitation,
this press release contains forward-looking statements relating to:
the completion of the Transaction and the timing thereof, the
execution of the Definitive Agreement, the proposed business of the
Resulting Issuer, the use of proceeds, the satisfaction and/or
waiver of the closing conditions, shareholder and regulatory
approvals (including the approval of the TSXV), and future press
releases and disclosure.
Forward-looking statements are inherently uncertain, and the
actual performance may be affected by a number of material factors,
assumptions and expectations, many of which are beyond the control
of the parties, including risks regarding general economic and
industry factors, market conditions, management's ability to manage
and to operate the business, and the equity markets generally.
Events or circumstances may cause actual results to differ
materially from those predicted as a result of numerous known and
unknown risks, uncertainties, and other factors, many of which are
beyond the control of the parties. Because of these risks and
uncertainties and as a result of a variety of factors, the actual
results, expectations, achievements, or performance of each of the
Resulting Issuer, Artrari, or Atlas One may differ materially from
those anticipated and indicated by these forward-looking
statements. Readers are further cautioned not to place undue
reliance on any forward-looking statements, as such information,
although considered reasonable by the respective management of the
Company at the time of preparation, may prove to be incorrect and
actual results may differ materially from those
anticipated.
The forward-looking statements contained in this press release
are made as of the date of this press release and are expressly
qualified by the foregoing cautionary statement. Except as required
by law, the Company disclaims any intention and assumes no
obligation to update or revise any forward-looking statements to
reflect actual results, whether as a result of new information,
future events, changes in assumptions, changes in factors affecting
such forward-looking statements, or otherwise.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities in any
jurisdiction.
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 TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed transaction and has neither approved nor
disapproved the contents of this press release.
Neither 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.
SOURCE Artrari One Capital Corp.