Atom Energy Announces $13.5M Funding Package Vancouver, British Columbia–(Newsfile Corp. – May 27, 2019) – Atom Energy Inc. (“Atom” or the “Company”) is pleased to announce the execution of a strategic investment with ICC International Cannabis Corp. (CSE: WRLD) (“ICC“) for gross proceeds of $5.0 million, as part of a larger funding package (the “Funding Package“) to raise a total of approximately $13.5 million. Net proceeds from the Funding Package will be used to fund the previously announced acquisition (the “Merger Transaction“) of 6th Wave Innovations Corp (“6th Wave“) and working capital.
6th Wave is a development stage nanotechnology company focused on the extraction and detection of target substances at the molecular level. Their patented molecularly imprinted polymer technology holds the potential for significant advantages in cost and performance relative to traditional extraction technologies.
Further to the Merger Transaction, Atom will acquire 100% of the equity of 6th Wave in accordance with the terms outlined in the Company’s press release dated September 11, 2018.
The Funding Package will consist of three components described below and will result in the issue of up to 13.4 million equity securities of the Company at a price of $0.75 per security, as well as the receipt of equity of ICC valued at $3.5 million in exchange for a licensing right of first refusal agreement (the “ROFR Agreement”). The remaining $1.5 million of ICC’s $5.0 million strategic investment will be part of the non-brokered private placement described below. The Company anticipates a closing date for the Funding Package of June 18, 2019.
1. Brokered Private Placement – Subscription Receipts
As part of the Funding Package, the Company has entered into an agreement with a syndicate of agents led by PI Financial Corp. (the “Agents“) in connection with a brokered best efforts private placement of up to 7,100,000 subscription receipts (the “Subscription Receipts“) of the Company at an issue price of $0.75 per Subscription Receipt for aggregate gross proceeds of up to $5,325,000 (the “Offering“).
In addition, the Company has granted the Agents an option (the “Agents’ Option“), exercisable in whole or in part at any time prior to the closing of the Offering to offer up to an additional 5,334,000 Subscription Receipts on the same terms. If the Agents’ Option is exercised in full, the aggregate gross proceeds of the Funding Package will be approximately $17.5 million.
Each Subscription Receipt will automatically be exchanged for one common share of the Company (a “Common Share“) upon the satisfaction of certain escrow release conditions (the “Release Date“), including the closing of the Merger Transaction announced by the Company in its press release of September 11, 2018 and the approval of the Canadian Securities Exchange.
The Company intends to pay a commission of 7% of the gross proceeds of the Offering and issue compensation options of the Company (the “Compensation Options“) equal to 7% of the aggregate number of Subscription Receipts issued by the Company pursuant to the Offering (including any Subscription Receipts sold pursuant to the Agents’ Option). Each CompensationOption will give the holder the right to purchase one Common Share at an exercise price of $0.75 for a period of 24 months following the Release Date.
2. Non-Brokered Private Placement – Common Shares
The Company is also undertaking a non-brokered private placement (the “Placement“) which will consist of up to 6,280,000 common shares (the “Common Shares“) of the Company at an issue price of $0.75 per Common Share for total proceeds of approximately $4.7 million. The Company has closed initial tranches of this placement for total proceeds of approximately $3.21 million and issued a total of 4,280,000 Common Shares.
The Company intends to pay a commission of up to 7% of the gross proceeds of the Placement and issue compensation options of the Company (the “Compensation Options“) equal to up to 7% of the aggregate number of Common Shares issued by the Company pursuant to the Placement. Each Compensation Option will give the holder the right to purchase one Common Share at an exercise price of $0.75 for a period of 24 months following the closing date of the Placement.
3. ROFR – Licensing Agreement
The third component of the Funding Package is a payment in the amount of $3,500,000 pursuant to ROFR Agreement between the Company and ICC. Further to the ROFR Agreement, the Company has agreed to give ICC the right of first refusal to acquire licensing rights for certain Sovereign States and Dependent Territories in Europe (excluding Greece, in which ICC will have limited rights to operate) in exchange for a payment in the amount of $3,500,000, payable in common shares of ICC (the “Consideration“). The Consideration will be paid upon delivery to ICC of the first Alpha Unit, an extraction system for the isolation and purification of certain cannabinoids using the Company’s proprietary technology.
In addition to the development of the Alpha Unit referenced above, 6th Wave continues to progress the development and deployment of its flagship IXOS®-Au technology to the gold mining sector. IXOS®-Au proposes to replace activated carbon for the extraction of gold from cyanide leach solutions used in heap leach and mill mines throughout the gold mining sector.
6th Wave and CyPlus GmbH have signed a sales and marketing representative agreement for IXOS® nanotech gold extraction resin for the mining industry. CyPlus is a leading supplier of cyanides in Europe and Mexico and offers a number of services regarding safe handling and logistics of cyanides. CyPlus is dedicated to bringing sustainable innovations beyond cyanides to the mining industry and has identified IXOS® as premiere product after a global search for technologies meeting strict performance criteria.
Pilot Plant testing of the IXOS®-Au product is now taking place on the main production line, on site at a major international gold producer located in Nevada.
Additionally, 6th Wave is continuing the development of technology for the extraction of lithium in an aqueous environment and announces the expansion of its patent portfolio with the filing of a second patent for the liquid – liquid extraction of lithium.
ON BEHALF OF THE BOARD OF DIRECTORS
John Veltheer, CEO & Director
For information, please contact the Company:
Phone: (604) 562-6915
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. 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 any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
This press release includes certain statements that may be deemed “forward-looking statements including the possibility of listing on a recognized stock exchange in the future, the intention to undertake a private placement transaction and the intended use of proceeds from a private placement transaction. All statements in this release, other than statements of historical facts, that address future events or developments that the Company expects, are forward looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual events or developments may differ materially from those in forward-looking statements. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause Atom’s actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, Atom not securing additional funds for its working capital needs to continue as a going concern; Atom failing to identify or complete the transaction (or series of transactions) that results in Atom expanding upon its business activities; or Atom failing to identify investors for some or all of its proposed private placement transaction.