Nanaimo, British Columbia--(Newsfile Corp. - June 17, 2024) - Atlas Engineered Products Ltd. (TSXV: AEP) (OTC Pink: APEUF) ("AEP" or the "Company") is pleased to announce that it has entered into an agreement with Beacon Securities Limited ("Beacon"), on behalf of a syndicate of underwriters (together with Beacon, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, with a right to arrange for substituted purchasers, 2,963,000 common shares (the "Offered Shares") of the Company at a price of $1.35 per Offered Share (the "Issue Price") for aggregate gross proceeds to the Company of $4,000,050 (the "Offering"), pursuant to Part 5A (the "Listed Issuer Financing Exemption") of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106").
In connection with the Offering, the Company has granted the Underwriters, an option (the "Underwriters' Option"), exercisable, in whole or in part by Beacon by giving notice to the Company at any time up to 48 hours prior to the Closing Date (as defined below) to purchase up to an additional 741,000 Offered Shares at the Issue Price for additional gross proceeds of up to $1,000,350.
In addition to the Offering, the Company and the Underwriters also intend to complete a brokered private placement on a commercially reasonable "best efforts" agency basis of up to 5,926,000 common shares of the Company (the "Private Placement Shares") to certain purchasers pursuant to applicable exemptions under NI 45-106 at the Issue Price for gross proceeds of up to $8,000,100 (the "Concurrent Private Placement"). The Private Placement Shares will be offered for sale to purchasers resident in Canada and other qualifying jurisdictions. Any Private Placement Shares issued under the Concurrent Private Placement will be subject to a four-month hold period in Canada.
Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the Offered Shares will be offered for sale to purchasers resident in Canada, except Quebec, and other qualifying jurisdictions, pursuant to the Listed Issuer Financing Exemption. The securities issued under the Listed Issuer Financing Exemption will not be subject to a hold period under applicable Canadian securities laws. There is an offering document related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.atlasengineeredproducts.com. Prospective investors should read this offering document before making an investment decision.
The Company intends to use the net proceeds of the Offering and the Concurrent Private Placement for the purchase and installation of robotic automation equipment at facilities located in British Columbia, Ontario & New Brunswick, along with additional equipment and upgrades required to incorporate the robotics at these locations. The Company also intends to use the net proceeds of the Offering and the Concurrent Private Placement to pay for the initial costs of constructing a new building at its facility in Clinton, Ontario to house the robotics expansion at that location, to pay for potential new business acquisitions and for general working capital and corporate purposes.
The closing of the Offering and the Concurrent Private Placement is anticipated to occur on or about June 26, 2024 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the conditional approval of the TSX Venture Exchange (the "TSXV"). Closing of the Offering is not conditional upon the closing of the Concurrent Private Placement.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the "United States" (as such term is defined in Regulation S under the U.S. Securities Act), and may not be offered or sold in the United States unless registered under the U.S. Securities Act and the securities laws of any applicable state of the United States or an exemption from such registration requirements is available. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Atlas Engineered Products Ltd.
AEP is a growth company that is acquiring and operating profitable, well-established operations in Canada's truss and engineered products industry. We have a well-defined and disciplined acquisition and operating growth strategy enabling us to scale aggressively and apply new technologies, giving us a unique opportunity to consolidate a fragmented industry of independent operators.
FORWARD-LOOKING INFORMATION
Information set forth in this news release contains forward-looking statements. These statements reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Although AEP believes that the expectations reflected in the forward-looking statements are reasonable, there is no assurance that such expectations will prove to be correct, or that such future events will occur in the disclosed time frames or at all. Forward-looking statements included in this news release include, but are not limited to, statements as to the planned use of the net proceeds of the Offering and the Concurrent Private Placement, the terms of the Offering and the Concurrent Private Placement, the timing and completion of the Offering and the Concurrent Private Placement, the exercise of the Underwriters Option, and the receipt of regulatory, stock exchange or other required approvals in connection with the Offering and the Concurrent Private Placement. Although AEP believes that the forward-looking statements contained in this news release are reasonable, readers are cautioned that all forward-looking statements are inherently uncertain and that actual results or performance may be affected by a number of material factors, many of which are beyond AEP's control. For this reason, readers should not place undue reliance on forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof. Except as required under applicable securities legislation, AEP undertakes no obligation to publicly update or revise the forward-looking statements contained in this news release.The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
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.
For additional information please contact:
Jake Bouma, Representative for AEP
Phone: 1-604-317-3936
Email: jake.bouma@atlasaep.ca
Company contact details:
Hadi Abassi, CEO & President, Founder
Atlas Engineered Products Ltd.
Email: info@atlasep.ca
250-754-1400
PO Box 37036 Country Club PO
Nanaimo, BC V9T 6N4
www.atlasengineeredproducts.com
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
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