Atlas Engineered Products Announces Closing of Oversubscribed Private Placement for Gross Proceeds of Over $4.5 million
February 10, 2020
Nanaimo, British Columbia / Atlas Engineered Products (“AEP” or the “Company”) (TSX-V: AEP; OTC Markets: APEUF) is pleased to announce that it has closed its previously announced non-brokered private placement offering for gross proceeds of $4,597,253.60 (“the Offering”). The Offering was previously announced on December 16, 2019 for proposed gross proceeds of up to $4,250,000.
The Company issued a total of 11,493,134 units (each a “Unit”) under the Offering at a price of $0.40 per Unit. Each Unit under the Offering consists of one AEP common share (a “Common Share”) and one non-transferrable Common Share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one additional Common Share at a price of $0.60 per share for a period of two years from the date of issuance.
Directors and officers purchased a total of 475,000 Units for gross proceeds of $190,000. Employees of AEP purchased an additional 307,500 Units under the Offering for gross proceeds of $123,000. The sale of securities to AEP’s directors and officers is exempt from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions as the fair market value of the securities purchased in the Offering by AEP’s directors and officers is less than 25% of AEP’s market capitalization. A material change report was not filed in respect of the participation by AEP’s directors and officers as, in the opinion of management, such participation does not constitute a "material change" as defined in National Instrument 51-102 – Continuous Disclosure Obligations.
AEP’s CEO and President, Dirk Maritz, stated “We are very pleased by the strong interest in AEP that we've received from across North America as demonstrated by our oversubscribed private placement. As a national family of operating companies, AEP is also very proud of the continued support of our insiders and employees and commitment to our vision. We are very excited about the prospects for growth we have for the business going forward.”
The Company paid finders fees totaling $261,604 and issued 654,010 finders warrants (each a “Finders Warrant”) entitling the holder to purchase one Common Share at a price of $0.60 per share for a period of two years from the date of issuance. All securities issued in the Offering are subject to a four month and one day hold period expiring on June 7, 2020. The securities issued under the Offering have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws. Accordingly, any securities issued under the Offering to United States purchasers may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and any applicable state securities laws, or pursuant to exemptions therefrom. AEP does not intend to file a registration statement in the United States with respect to the securities issued in the Offering. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities to, or for the account or benefit of, persons in the United States.
The net proceeds of the Offering will be used for potential acquisition targets identified by the Company, general working capital, and capital equipment upgrades.
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, giving us a unique opportunity to consolidate a fragmented industry of independent operators.
For further information please contact:
Atlas Engineered Products Ltd.
Dirk Maritz, CEO & President
Phone: 1-250-754-1400
Email: [email protected]
Unit 102, 6551 Aulds Road
Nanaimo, BC V9S 5X9
www.atlasengineeredproducts.com
For investor relations please contact:
Rob Gamley
Phone: 1-604-689-7422
Email: [email protected]
Contact Financial Corp.
810 – 609 Granville St.
Vancouver, BC V7Y 1G5
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. The Company cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Such factors include, among other things: Risks and uncertainties relating to the Company, including those to be described in the Management’s Discussion and Analysis (“MD&A”) for the Company’s three and nine months ended September 30, 2019. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.
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