AOCC.P Artrari One Capital Corporation

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./

CALGARY, AB, Dec. 10, 2024 /CNW/ - Following its initial announcement by press release dated September 23, 2024 (the "Initial Release") of a binding letter of intent dated September 13, 2024 (the "LOI") with Atlas One Digital Securities Inc. ("Atlas One") and further details announced on October 10, 2024, Artrari One Capital Corp. ("Artrari" or the "Company") (TSXV: AOCC.P) is pleased to provide further details on the proposed reverse takeover of the Company by Atlas One (the "Transaction").

Summary of Transaction

On December 9, 2024, the Company, Atlas One and 1515379 B.C. Ltd., a wholly-owned subsidiary of Artrari ("Artrari SubCo"), entered into a merger agreement (the "Merger Agreement"), which provides for the reverse takeover of the Company by Atlas One. The Merger Agreement structures the Transaction as a three-cornered amalgamation with Atlas One amalgamating with Artrari SubCo under the Business Corporations Act (British Columbia) (the "Amalgamation"), with the amalgamated entity becoming a wholly-owned subsidiary of the Company. As consideration for the Amalgamation, Atlas One Shareholders will receive common shares in the capital of Artrari (the "Listed Shares") in accordance with the Exchange Ratio (as defined below) and all outstanding common shares in the capital of Atlas One ("Atlas One Shares") will be cancelled. Also, all outstanding incentive stock options of Atlas One ("Atlas One Options") will be cancelled and replaced with incentive stock options of the Company ("Replacement Options") in accordance with the Exchange Ratio (as defined below). Upon closing of the Transaction ("Closing"), current shareholders of Atlas One ("Atlas One Shareholders") will receive such number of Listed Shares (as defined below) so that they will own approximately 91.4% of the Resulting Issuer (as defined below), excluding Atlas One Shares issuable in connection with the Concurrent Financing (as defined below).

The exchange ratio under the Merger Agreement (the "Exchange Ratio") is calculated as the quotient of the Transaction Price divided by the Deemed Issue Price (as defined below), whereby "Transaction Price" is defined as the quotient of $11,000,000 divided by the issued and outstanding Atlas One Shares and preferred shares in the capital of Atlas One ("Atlas One Preferred Shares") as of December 9, 2024, plus the Converted Atlas Options (as defined below), rounded to the nearest thousandth of a cent. "Deemed Issue Price" means the quotient of $1,067,972.20 divided by the aggregate number of fully diluted Listed Shares issued and outstanding as of December 9, 2024, rounded to the nearest thousandth of a cent, which equals a Deemed Issue Price for the Listed Shares of $0.1876.

Based on 5,691,322 Listed Shares issued and outstanding on a fully diluted basis and 1,126,660 Atlas One Shares and 102,985 Atlas One Preferred Shares issued and outstanding as of December 9, 2024, plus 74,065 Atlas One Shares issuable upon exercise of the Converted Atlas Options (as defined below), the Exchange Ratio is expected to be approximately 44.964892:1.

The Merger Agreement includes a number of conditions precedent to Closing, including but not limited to, receipt of the requisite shareholder approval from Atlas One (approving the Transaction), approvals of all regulatory bodies having jurisdiction in connection with the Transaction, approval of the TSX Venture Exchange ("TSXV"), including the satisfaction of its listing requirements, and the satisfaction of other closing conditions customary to the transactions of this nature. There can be no assurance that the Transaction will be completed as proposed or at all. Following completion of the Transaction, Atlas One will become a wholly-owned subsidiary of the Company, which will form the Resulting Issuer. The foregoing is a summary of the Merger Agreement and is qualified in its entirety by the Merger Agreement, a copy of which will be available under Artrari's profile on SEDAR+ at www.sedarplus.com.

Subject to the approval of the 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"). Following Closing, the Resulting Issuer will continue the business of Atlas One as a company listed on the TSXV as a Tier 2 Technology Issuer under the name "Atlas One Digital Holdings Inc." (the "Name Change").

The Transaction does not constitute a Non-Arm's Qualifying Transaction (as defined under the policies of the TSXV) as neither Atlas One, nor any officer, director or shareholder holding more than 10% thereof, are considered "Non-Arm's Length Parties to the Qualifying Transaction", as such term is defined in the CPC Policy. Accordingly, the Transaction, as currently contemplated, will not be subject to approval by the Company's shareholders.

Names and Professional Backgrounds of the Proposed Resulting Issuer's Directors, Officers, Insiders and Principals

The board of directors of the Resulting Issuer is expected to consist of five (5) directors and management of the Resulting Issuer will constitute of three (3) officers. The existing directors of the Company (other than Reece Torode) will resign at or prior to closing of the Transaction. The following individuals are anticipated to be the officers and directors of the Resulting Issuer:

George Nast, Director, Corporate Secretary and Chief Executive Officer

George Nast is an accomplished senior banking and fintech executive with almost 30 years experience across the Americas, Asia, Africa and the Middle-East. Prior to co-founding and becoming CEO of Atlas One, Mr. Nast managed a $1.7 billion Cash & Securities services business at Standard Chartered Bank in Singapore, and led a $100 million technology investment program to transform the business into a leading cash management bank. As a banker, Mr. Nast observed the inefficiencies of traditional banking and the potential disruption that fintech companies can foster. Mr. Nast was also a partner of McKinsey & Company, where he worked for 12 years serving clients in North America and Asia. He led the wholesale banking practice in Asia and focused on capital markets, securities exchanges, and wealth management.

After leaving banking in 2017, Mr. Nast became active in a variety of fintech start-ups. As an investor and advisor in Singapore blockchain start-up InvestaX SG Pte Ltd., Mr. Nast worked with the management team to develop the digital securities strategy and business model and the regulatory submission to become a licensed digital asset exchange. He then returned to Canada to co-found Atlas One to disrupt the Canadian private markets.

Mr. Nast has an MBA from the Ivey School of Business, University of Western Ontario, and a Bachelor of Business Administration from the University of British Columbia.

Killian Ruby, Chief Financial Officer

Killian Ruby is a Canadian CPA, CA and an Irish Chartered Accountant. Mr. Ruby joined Malaspina Consultants Inc. as its President & CEO on August 1, 2018 and became the President of Manex Resource Group Inc. in November 2021 upon its acquisition by Malaspina Consultants Inc. Mr. Ruby currently provides CFO and strategic financial advisory services to a range of public and private companies across a number of industry sectors. Mr. Ruby also serves on the board of directors of a number of TSX-V listed companies.

Prior to joining Malaspina, Mr. Ruby was an audit partner with Wolrige Mahon LLP (now Baker Tilly WM LLP) and a senior manager with KPMG Canada LLP and KPMG Ireland, gaining in-depth experience across a broad range of industries and working on both private and public companies, with listings on the TSX, TSX-V and SEC registrants.

Mr. Ruby received his Bachelor of Science (Accounting) from the National University of Ireland, Cork and subsequently a Post-graduate Diploma in Corporate Treasury from Dublin City University. He also completed an Executive Education Program jointly offered by the University of Chicago Booth School of Business and Baker Tilly International.

Ambreen Hamza, Director and Chief Operating Officer

Ambreen Hamza is an accomplished business leader with over 15 years of experience in the financial industry. Ms. Hamza has a strong strategic management background with large global financial institutions, and extensive knowledge and experience of running a fintech startup. In her current role as Chief Operating Officer of Atlas One, she is passionately working to democratize global private capital markets through fractional ownership and real assets tokenization and building the blockchain ecosystem in Canada.

Prior to joining Atlas One, Ms. Hamza worked for over 10 years at Standard Chartered Bank in Singapore, covering cash management, securities services, and structured rates and FX roles. Ambreen also led productivity initiatives that drove US$1.9 billion in cost savings. Ms. Hamza also worked for ABN Amro Bank.

Ms. Hamza has a MBA from The Wharton School of Business, University of Pennsylvania.

Dean Sutton, Director

Dean Sutton is a technology founder and venture builder with over a decade of experience in leading technology-centric companies through inception, development, financing and commercialization.

As an active executive in fintech, blockchain and digital assets since 2015, he has supported and advised a number of companies, including being a founding advisor to Argo Blockchain, the first bitcoin mining company to list on the London Stock Exchange. He is a Co-Founder of WonderFi Technologies, Canada's largest regulated digital asset exchange company, that was grown through multiple acquisitions, a Co-Founder of LQwD Fintech Corp, a bitcoin infrastructure and payments company focused on the Lightning Network, and a Co-Founder of Atlas One.

Currently, he is the CEO of General Intelligence Technologies, a company focused on the development and adoption of decentralized AI. He is an avid supporter of early stage founder ecosystems, focusing on areas of digital assets, data systems, computing & intelligence.

Reece Torode, Independent Director

Reece Torode is a seasoned entrepreneur with extensive experience in alternative investments and real estate development. Over a 13-year period, he syndicated more than $180 million in real estate transactions and oversaw the development of over one million square feet of commercial and multifamily properties, managing projects from greenfield stages to completion.

In 2016, Mr. Torode founded Impowered, an electricity retailer in Calgary, offering customers an alternative energy provider. Demonstrating a commitment to environmental sustainability, Impowered plants a tree for every bill paid by its customers. Mr. Torode then co-founded Crescendo Royalty Corp in 2017, focusing on acquiring music streaming rights across various genres. In 2020, Crescendo partnered with ICM Asset Management to establish the ICM Crescendo Music Royalty Fund, where Mr. Torode serves as an advisor. The fund has successfully accumulated 29 catalogues encompassing a wide range of artists, producers, genres, and royalty types. Expanding his ventures in the capital markets, Mr. Torode became the Chief Executive Officer of the Company following its initial public offering in January 2024.

Mitchell Demeter, Independent Director

Mitchell Demeter is a seasoned entrepreneur, blockchain pioneer, and fintech leader with over 15 years of experience scaling high-growth companies in the digital asset and technology sectors. He co-founded Bitcoiniacs and Cointrader Exchange Inc., two of Canada's first cryptocurrency exchanges, and launched the world's first Bitcoin ATM, helping to drive the global adoption of digital assets.

As the former President of Netcoins Inc., Mr. Demeter transformed the company into one of Canada's leading digital asset exchanges, he also served as a Director of BIGG Digital Assets, the parent company of Netcoins, where he contributed to strategic governance and scaling operations.

Currently, Mr. Demeter serves as an Independent Director at Neptune Digital Assets (TSX.V) and Director at Bitcoin Well. He remains deeply active in the space, advising and building innovative projects while leveraging his extensive network and connectivity across the blockchain and Web3 industries. With expertise in business development, strategic leadership, regulatory compliance, and partnerships, Mr. Demeter continues to drive innovation and growth in the rapidly evolving digital asset ecosystem.

Proposed Structure of the Concurrent Financing

In connection with the Transaction, Atlas One will use commercially reasonable efforts to complete a private placement of convertible debentures ("Convertible Debentures") and subscription receipts ("Subscription Receipts" and together with Convertible Debentures, the "Concurrent Financing Securities") prior to Closing for gross proceeds of not less than $1,500,000 (the "Concurrent Financing"). The Concurrent Financing Securities are expected to convert into Atlas One Shares immediately prior to Closing upon satisfaction of all condition precedents thereto (the "Conversion Event"). Upon the occurrence of the Conversion Event, the principal and accrued interest under the Convertible Debentures will convert into Atlas One Shares at a price per Atlas One Share of $8.0156 and the Subscription Receipts will convert into Atlas One Shares on a 1:1 basis. Upon Closing, such Atlas One Shares issued upon conversion of the Concurrent Financing Securities will be cancelled and holders thereof will be issued Listed Shares in accordance with the Exchange Ratio. Subject to the foregoing, the Concurrent Financing will otherwise be on terms satisfactory to the Company and Atlas One, each acting reasonably and subject to required approvals, including approval of the TSXV. No finder's fee, commission or agent engagement 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. The proceeds from the Concurrent Financing will be used by Atlas One for growth initiatives, investments in technology, and general corporate purposes.

Next Steps

Following the execution of the Merger Agreement, it is expected that the documentation necessary to complete the Transaction as a QT will be prepared and submitted to the TSXV and Atlas One may elect to engage an agent to complete the Financing. As an exempt market dealer ("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.

The Transaction may require sponsorship under the policies of the TSXV unless an exemption from sponsorship is granted. The Company intends to apply for an exemption from sponsorship requirements of the TSXV in connection with the Transaction. There can be no assurance that such exemption will ultimately be granted.

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.

Select Financial Information

The following table sets out selected unaudited financial information with respect to Atlas One for the financial years ended December 31, 2023 and 2022. Atlas One's financial statements are prepared in accordance with the International Financial Reporting Standards, issued by the International Accounting Standards Board, and are denominated in Canadian dollars. Atlas One and its auditors will prepare the financial statements for the year ended December 31, 2024 and will disclose such information once available.

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 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.