Montreal – TheNewswire – November 15, 2022 – ATW Tech Inc. (the “Company” or “ATW Tech“) (TSXV:ATW) is pleased to announce its intention to complete a non-brokered private placement of up to 11,700,000 units of the Company (the “Units”) at a price of $0.05 per Unit for gross proceeds of up to $585,000 (the “Private Placement“).
Each Unit consists of one common share in the capital of the Company (a “Common Share”) and one common share purchase warrant giving the holder the right to subscribe for one Common Share at a price of $0.08 for a period of 36 months following the closing date. The proceeds of the Private Placement will be used by ATW Tech, for its own benefit and that of its subsidiaries, to support its acquisition projects, development projects and to finance its current operations. The private placement is scheduled to close on or about November 21, 2022.
The Private Placement constitutes a “related party transaction”, as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“), given that some insiders, such as senior officers and directors of the Company, should subscribe for an aggregate of up to 4,400,000 Units. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, given that the fair market value of the participation in the Private Placement by certain insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Private Placement has been approved by the independent directors of the Company. The Company did not file a material change report in respect of the Private Placement more than 21 days before the expected closing date of the Private Placement for sound business reasons and to ensure the closing of the Private Placement in a timeframe consistent with usual market practice for transactions of this nature.
The securities issued pursuant to the Private Placement shall be subject to a period of restricted trading of four months, in accordance with the applicable securities legislation. In addition, the Private Placement is subject to the approval of the TSX Venture Exchange. Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
STOCK OPTION PLAN
The Company also announces the implementation of its stock option plan (the “Plan“) adopted by the shareholders at the general meeting held on June 27, 2022. The purpose of the adoption of this Plan was to replace the previous plan with a new version that complies with the revised requirements of Policy 4.4 of the TSX Venture Exchange, which came into effect on November 24, 2021. Like its predecessor, the Plan is a “rolling” stock option plan where options can be awarded up to a maximum of 10% of issued and outstanding shares of the Company at the date of the option grant. The number of common shares that can be reserved within the plan automatically increases or diminishes as a function of the increase or decrease of the number of issued and outstanding common shares of the Company. A copy of the Plan was attached to the Company’s Management Proxy Circular dated May 20, 2022 and is available under the Company’s profile on SEDAR.
ABOUT ATW TECH
ATW Tech is a technology company, owner of several recognized technology platforms such as VoxTel, Option.vote and Semeon. VoxTel specializes in telephone billing and alternative payment solutions for fixed and mobile lines. Option.vote offers a customized multimethod voting system for unions, political parties, professional associations, and anyone looking for a secure way to reduce their voting costs and improve their participation rate. Semeon is a highly accurate and flexible text analysis platform for customer reviews, and uses a unique combination of machine learning and natural language processing (NLP) to discover significant trends in customer reviews across all channels.
Forward-Looking Statements and Disclaimer
Certain statements in this press release may be forward-looking. These statements include those relating to the Private Placement and the use of the proceeds raised in connection with said Private Placement. Although the Company believes that such forward‑looking statements reflect expectations based on reasonable assumptions, it cannot guarantee that its expectations will be realized. These assumptions, which may prove to be inaccurate, include, but are not limited to, the following: (i) the intended use of the proceeds of the Private Placement; and (ii) ATW Tech’s officers will not set or achieve any other strategic objectives using the proceeds of the Private Placement. No assurance can be given that any events anticipated by the forward-looking information in this press release will transpire or occur, or if any of them do, the benefits that ATW Tech will derive therefrom. In particular, no assurance can be given as to the future financial performance of ATW Tech. ATW Tech disclaims any intention or obligation to update or revise any forward-looking statements in order to account for any new information or any other event. The reader is warned against undue reliance on these forward-looking statements.
Additional information regarding ATW Tech is available on SEDAR www.sedar.com
ATW Tech Inc.
Founder, president and CEO
Tel.: 844.298.5932 ext. 301
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