Atom Energy Announces Exchange Approval
of Private Placement and Debt Settlement
Atom Energy Inc. (TSX-V: AGY.H) (“Atom” or the “Company”) announces that further to its news release dated November 7, 2017, the Company has received TSX Venture Exchange (“TSX-V”) approval for its non-brokered private placement of 8,300,000 units (the “Units”) at $0.05 per Unit for aggregate gross proceeds of $415,000 (the “Offering”). Each Unit consists of one common share and one share purchase warrant exercisable at a price of $0.065 for a period of one year.
The Company intends to use the proceeds of the Offering for working capital and other corporate purposes.
In addition, the Company also received TSX-V approval for the issuance of 1,023,455 Units in connection with the settlement of debt in the aggregate amount of $51,172.75 with certain of its creditors.
All securities issued in connection with the Offering are subject to a statutory hold period expiring March 18, 2018 in accordance with applicable securities legislation. All securities issued in connection with the debt settlement are subject to a statutory hold period expiring March 17, 2018, July 17, 2018, and November 17, 2018 in accordance with applicable securities legislation.
John Veltheer, the CEO and director of the Company subscribed for an aggregate of 2,200,000 Units, which constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuance to the Mr. Veltheer is exempt from the formal valuation and the minority shareholder approval requirements of MI 61-101 as the fair market value of the shares issued to or the consideration paid by such person did not exceed 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days in advance of the closing of the Offering as the timing of closing was not determined at that time.
John Veltheer acquired 2,200,000 Units under the Offering. As a result of the foregoing acquisition, Mr. Veltheer has direct control of 2,235,000 common shares of the Company, representing approximately 19.47% of the issued and outstanding common shares of the Company. In addition, Mr. Veltheer also has direct control over 2,200,000 warrants. If Mr. Veltheer exercises all of the warrants, he would then have direct control over 4,435,000 common shares, representing approximately 32.43% of the issued and outstanding common shares on a partially diluted basis, assuming that no further common shares of the Company have been issued.
Alexander Helmel acquired 2,200,000 Units under the Offering. As a result of the foregoing acquisition, Mr. Helmel has direct control of 2,215,000 common shares of the Company, representing approximately 19.30% of the issued and outstanding common shares of the Company. In addition, Mr. Helmel also has direct control over 2,200,000 warrants. If Mr. Helmel exercises all of the warrants, he would then have direct control over 4,415,000 common shares, representing approximately 32.28% of the issued and outstanding common shares on a partially diluted basis, assuming that no further common shares of the Company have been issued.
The securities acquired by Mr. Veltheer and Mr. Helmel will be held for investment purposes. Mr. Veltheer and Mr. Helmel may, participate in financings and/or acquire or dispose of securities of the Company in the market, privately or otherwise, as circumstances or market conditions warrant. This information is issued pursuant to Multilateral Instrument 62-104, which also requires a report to be filed with the B.C. Securities Commission and the Alberta Securities Commission containing additional information with respect to the foregoing matters.
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.
Caution concerning forward-looking statements
This news release may contain forward-looking statements that are based on the Company’s expectations, estimates and projections regarding its business and the economic environment in which it operates. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. Statements speak only as of the date on which they are made, and the Company undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.
Neither the TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.