Artrari One Capital Corp. and Atlas One Digital Securities Inc. Provide Update on Proposed Business Combination

Canada NewsWire

CALGARY, AB, Dec. 10, 2024

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CALGARY, AB, Dec. 10, 2024 /CNW/ - Following its initial announcement by press release dated September 23, 2024 (the "Initial Release") of a binding letter of intent dated September 13, 2024 (the "LOI") with Atlas One Digital Securities Inc. ("Atlas One") and further details announced on October 10, 2024, Artrari One Capital Corp. ("Artrari" or the "Company") (TSXV: AOCC.P) is pleased to provide further details on the proposed reverse takeover of the Company by Atlas One (the "Transaction").

Summary of Transaction

On December 9, 2024, the Company, Atlas One and 1515379 B.C. Ltd., a wholly-owned subsidiary of Artrari ("Artrari SubCo"), entered into a merger agreement (the "Merger Agreement"), which provides for the reverse takeover of the Company by Atlas One. The Merger Agreement structures the Transaction as a three-cornered amalgamation with Atlas One amalgamating with Artrari SubCo under the Business Corporations Act (British Columbia) (the "Amalgamation"), with the amalgamated entity becoming a wholly-owned subsidiary of the Company. As consideration for the Amalgamation, Atlas One Shareholders will receive common shares in the capital of Artrari (the "Listed Shares") in accordance with the Exchange Ratio (as defined below) and all outstanding common shares in the capital of Atlas One ("Atlas One Shares") will be cancelled. Also, all outstanding incentive stock options of Atlas One ("Atlas One Options") will be cancelled and replaced with incentive stock options of the Company ("Replacement Options") in accordance with the Exchange Ratio (as defined below). Upon closing of the Transaction ("Closing"), current shareholders of Atlas One ("Atlas One Shareholders") will receive such number of Listed Shares (as defined below) so that they will own approximately 91.4% of the Resulting Issuer (as defined below), excluding Atlas One Shares issuable in connection with the Concurrent Financing (as defined below).

The exchange ratio under the Merger Agreement (the "Exchange Ratio") is calculated as the quotient of the Transaction Price divided by the Deemed Issue Price (as defined below), whereby "Transaction Price" is defined as the quotient of $11,000,000 divided by the issued and outstanding Atlas One Shares and preferred shares in the capital of Atlas One ("Atlas One Preferred Shares") as of December 9, 2024, plus the Converted Atlas Options (as defined below), rounded to the nearest thousandth of a cent. "Deemed Issue Price" means the quotient of $1,067,972.20 divided by the aggregate number of fully diluted Listed Shares issued and outstanding as of December 9, 2024, rounded to the nearest thousandth of a cent, which equals a Deemed Issue Price for the Listed Shares of $0.1876.

Based on 5,691,322 Listed Shares issued and outstanding on a fully diluted basis and 1,126,660 Atlas One Shares and 102,985 Atlas One Preferred Shares issued and outstanding as of December 9, 2024, plus 74,065 Atlas One Shares issuable upon exercise of the Converted Atlas Options (as defined below), the Exchange Ratio is expected to be approximately 44.964892:1.

The Merger Agreement includes a number of conditions precedent to Closing, including but not limited to, receipt of the requisite shareholder approval from Atlas One (approving the Transaction), approvals of all regulatory bodies having jurisdiction in connection with the Transaction, approval of the TSX Venture Exchange ("TSXV"), including the satisfaction of its listing requirements, and the satisfaction of other closing conditions customary to the transactions of this nature. There can be no assurance that the Transaction will be completed as proposed or at all. Following completion of the Transaction, Atlas One will become a wholly-owned subsidiary of the Company, which will form the Resulting Issuer. The foregoing is a summary of the Merger Agreement and is qualified in its entirety by the Merger Agreement, a copy of which will be available under Artrari's profile on SEDAR+ at www.sedarplus.com.

Subject to the approval of the TSXV, it is intended that the Transaction, when completed, will constitute the "Qualifying Transaction" ("QT") of Artrari pursuant to Policy 2.4 (the "CPC Policy") of the TSXV Corporate Finance Manual (the "Manual"). Following Closing, the Resulting Issuer will continue the business of Atlas One as a company listed on the TSXV as a Tier 2 Technology Issuer under the name "Atlas One Digital Holdings Inc." (the "Name Change").

The Transaction does not constitute a Non-Arm's Qualifying Transaction (as defined under the policies of the TSXV) as neither Atlas One, nor any officer, director or shareholder holding more than 10% thereof, are considered "Non-Arm's Length Parties to the Qualifying Transaction", as such term is defined in the CPC Policy. Accordingly, the Transaction, as currently contemplated, will not be subject to approval by the Company's shareholders.

Names and Professional Backgrounds of the Proposed Resulting Issuer's Directors, Officers, Insiders and Principals

The board of directors of the Resulting Issuer is expected to consist of five (5) directors and management of the Resulting Issuer will constitute of three (3) officers. The existing directors of the Company (other than Reece Torode) will resign at or prior to closing of the Transaction. The following individuals are anticipated to be the officers and directors of the Resulting Issuer:

George Nast, Director, Corporate Secretary and Chief Executive Officer

George Nast is an accomplished senior banking and fintech executive with almost 30 years experience across the Americas, Asia, Africa and the Middle-East. Prior to co-founding and becoming CEO of Atlas One, Mr. Nast managed a $1.7 billion Cash & Securities services business at Standard Chartered Bank in Singapore, and led a $100 million technology investment program to transform the business into a leading cash management bank. As a banker, Mr. Nast observed the inefficiencies of traditional banking and the potential disruption that fintech companies can foster. Mr. Nast was also a partner of McKinsey & Company, where he worked for 12 years serving clients in North America and Asia. He led the wholesale banking practice in Asia and focused on capital markets, securities exchanges, and wealth management.

After leaving banking in 2017, Mr. Nast became active in a variety of fintech start-ups. As an investor and advisor in Singapore blockchain start-up InvestaX SG Pte Ltd., Mr. Nast worked with the management team to develop the digital securities strategy and business model and the regulatory submission to become a licensed digital asset exchange. He then returned to Canada to co-found Atlas One to disrupt the Canadian private markets.

Mr. Nast has an MBA from the Ivey School of Business, University of Western Ontario, and a Bachelor of Business Administration from the University of British Columbia.

Killian Ruby, Chief Financial Officer

Killian Ruby is a Canadian CPA, CA and an Irish Chartered Accountant. Mr. Ruby joined Malaspina Consultants Inc. as its President & CEO on August 1, 2018 and became the President of Manex Resource Group Inc. in November 2021 upon its acquisition by Malaspina Consultants Inc. Mr. Ruby currently provides CFO and strategic financial advisory services to a range of public and private companies across a number of industry sectors. Mr. Ruby also serves on the board of directors of a number of TSX-V listed companies.

Prior to joining Malaspina, Mr. Ruby was an audit partner with Wolrige Mahon LLP (now Baker Tilly WM LLP) and a senior manager with KPMG Canada LLP and KPMG Ireland, gaining in-depth experience across a broad range of industries and working on both private and public companies, with listings on the TSX, TSX-V and SEC registrants.

Mr. Ruby received his Bachelor of Science (Accounting) from the National University of Ireland, Cork and subsequently a Post-graduate Diploma in Corporate Treasury from Dublin City University. He also completed an Executive Education Program jointly offered by the University of Chicago Booth School of Business and Baker Tilly International.

Ambreen Hamza, Director and Chief Operating Officer

Ambreen Hamza is an accomplished business leader with over 15 years of experience in the financial industry. Ms. Hamza has a strong strategic management background with large global financial institutions, and extensive knowledge and experience of running a fintech startup. In her current role as Chief Operating Officer of Atlas One, she is passionately working to democratize global private capital markets through fractional ownership and real assets tokenization and building the blockchain ecosystem in Canada.

Prior to joining Atlas One, Ms. Hamza worked for over 10 years at Standard Chartered Bank in Singapore, covering cash management, securities services, and structured rates and FX roles. Ambreen also led productivity initiatives that drove US$1.9 billion in cost savings. Ms. Hamza also worked for ABN Amro Bank.

Ms. Hamza has a MBA from The Wharton School of Business, University of Pennsylvania.

Dean Sutton, Director

Dean Sutton is a technology founder and venture builder with over a decade of experience in leading technology-centric companies through inception, development, financing and commercialization.

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