Company Announcements

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CALGARY, AB , Sept. 23, 2024 /CNW/ - Artrari One Capital Corp. ("Artrari" or the "Company") (TSXV: AOCC.P) is pleased to announce that it has entered into a binding letter of intent dated September 12, 2024 (the "LOI") with Atlas One Digital Securities Inc. ("Atlas One"). The LOI outlines the general terms and conditions of a proposed business combination, by way of a three-cornered amalgamation, plan of arrangement, share purchase or exchange, reverse take-over, or other form of business combination – having regard to relevant tax, securities and other factors – which will result in a reverse take-over of Artrari by Atlas One and its shareholders (the "Transaction"). 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").

Atlas One operates an on-line investment platform, raising private capital for issuers and offering investors increased access to investment opportunities. Founded in 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.

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.

"Atlas One represents a giant leap into the digital world for the finance industry – a traditionally analog industry," says Reece Torode, CEO and Director of Artrari. "Utilizing their online platform, companies and investors have a much easier path to connect and facilitate investment versus traditional EMDs, expanding capital raising and investment opportunities. Utilizing technology in this way makes Atlas One easily scalable in a cost-efficient manner. We are excited for the opportunity this represents for our investor group and we look forward to working with the management team of Atlas One to build shareholder value."

According to George Nast, CEO and Chair of Atlas One: "Artrari has everything we looked for in a shell – a diverse board with skills in finance, accounting, legal, and corporate governance. It has a tight, clean share structure and a loyal shareholder base that will support the scaling of our business. We look forward to building shareholder value for Atlas One and Artrari's shareholders."

Pursuant to the terms of the LOI, the Company (or an affiliate of the Company) will acquire all the issued and outstanding common shares ("Target Shares") in the capital of Atlas One in consideration of the issuance of 58,620,011 Resulting Issuer Shares to Atlas One shareholders, following which 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.

Following the execution of the LOI, Artrari and Atlas One will begin 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 its principal securities regulatory authority following the Definitive Agreement to conclude the Transaction.

The parties will provide further details in respect of the Transaction in due course by way of a comprehensive press release in accordance with the requirements of the CPC Policy.

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.

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.

As required by the Manual, 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.

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, Exchange acceptance and if applicable pursuant to Exchange 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.