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NANAIMO,
BC, June 26, 2024 /CNW/ - Atlas Engineered
Products Ltd. ("AEP" or the "Company") (TSXV: AEP)
(OTC: APEUF) is pleased to announce the closing of its previously
announced bought deal private placement of common shares (the
"Offered Shares") of the Company (the "Offering") and
concurrent brokered private placement of common shares (the
"Private Placement Shares") of the Company (the
"Concurrent Private Placement") for aggregate gross proceeds
of $14,562,855.
The Company entered into an underwriting and agency agreement
(the "Underwriting and Agency Agreement") with Beacon
Securities Limited ("Beacon"), as lead underwriter and sole
bookrunner, together with Clarus Securities Inc., Cormark
Securities Inc. and Ventum Financial Corp. (together with Beacon,
the "Underwriters"), whereby the Company issued 3,704,000
Offered Shares at an issue price of $1.35 per Offered Share (the "Issue
Price") for gross proceeds of $5,000,400 pursuant to Part 5A (the "Listed
Issuer Financing Exemption") of National Instrument 45-106 –
Prospectus Exemptions ("NI 45-106"), including
741,000 Offered Shares issued pursuant to the exercise in full of
the option granted to the Underwriters pursuant to the Underwriting
and Agency Agreement. Pursuant to the Concurrent Private Placement,
the Company issued 7,083,300 Private Placement Shares at the Issue
Price to certain purchasers pursuant to applicable exemptions under
NI 45-106, for gross proceeds of $9,562,455.
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.
In consideration for the services rendered by the Underwriters
in connection with the Offering and Concurrent Private Placement,
the Company has paid the Underwriters a cash commission of
$720,090 and a corporate finance fee
of $45,000.
The Private Placement Shares issued under the Concurrent Private
Placement are subject to a four-month hold period in Canada. The Offered Shares issued under the
Offering are not subject to a hold period pursuant to applicable
Canadian securities laws as the Offering was completed pursuant to
the Listed Issuer Financing Exemption. The Offering and Concurrent
Private Placement remain subject to final approval of the TSX
Venture Exchange (the "TSXV").
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.
Pursuant to Multilateral Instrument 61-101 Protection of
Minority Security Holders in Special Transactions ("MI
61-101"), the Company advises that the Concurrent Private
Placement constitutes a "related party transaction" under MI 61-101
due to the participation of certain insiders as subscribers under
the Concurrent Private Placement. Insiders subscribed for 38,700
Private Placement Shares for aggregate proceeds of $52,245 pursuant to the Concurrent Private
Placement. The Company is relying on the exemptions from the formal
valuation and minority shareholder approval requirements of MI
61-101 pursuant to section 5.5(a) and section 5.7(1)(a) of MI
61-101 based on the fact that neither the fair market value of the
Concurrent Private Placement nor the fair market value of the
consideration paid pursuant to the Concurrent Private Placement,
insofar as it involves related parties, exceeds 25% of the
Company's market capitalization.
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.
www.atlasengineeredproducts.com
SOURCE Atlas Engineered Products Ltd.