Artrari One Capital Corp. and Atlas One Digital Securities Inc. Provide Update on Proposed Business Combination

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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.

For further information about Artrari please contact: Reece Torode, [phone], [email protected]; For further information about Atlas One please contact: George Nast, [email protected]