(TheNewswire)
Montreal, QC - TheNewswire - May 30, 2023 - ATWTech Inc. (the “ Company ” or“ ATW ”) ( TSX-V:ATW ) is pleased to announce an update ona previously announced acquisition and on MCTO.
Acquisition
On April 25, 2023, the Company announced its intentionto proceed with the acquisition of one target entities by May 31,2023. T he Company hereby confirms that it stillintends to close the acquisition of the target entity (the" Target "), but extends the closing date no later than June 15,2023 in order to complete its work (the " Transaction ").
The Target provides data analytics tools and expertconsulting services to help clients drive business transformationthrough sophisticated data strategies. Fueled by strong management,more than 15 seasoned employees and tailored analytics solutions, theTarget helps clients fast-track their data initiatives and drivetangible value in the fields of public safety, finance, retail andmore.
The Transaction is still subject to a number of closingconditions, including the approval of the TSX Venture Exchange(“ TSXV ”).
MCTO
ATW is providing a second update with respect to itspreviously announced management cease trade order (“ MCTO ”) issued bythe Corporation’s principal regulator, the Autorité des marchésfinanciers (the “ AMF ”), on May 2, 2023. The MCTO was issuedin connection with the delay by the Company in filing its auditedfinancial statements, management’s discussion and analysis andrelated certification for the period ended December 31, 2022(collectively the “ RequiredDocuments ”), before the prescribed deadline ofMay 1 st , 2023.
Further to the Default Announcement and the subsequentupdates provided by the Corporation on May 3 rd , 2023 and May16, 2023, the Corporation reports that it continues to work diligentlywith its auditors to finalized the Required Documents as soon as theyare available but no later than June 30, 2023.
As previously announced, pursuant to the MCTO, CarlosBedran, Michel Guay, Christian Trudeau and Louis Lessard may not tradesecurities of the Company until such time as the Company files theRequired Documents and the AMF revokes the MCTO. The MCTO does notaffect the ability to other shareholders to trade theirsecurities.
The Corporation is providing this bi-weekly defaultstatus report in accordance with Policy Statement 12-203 RespectingManagement Cease Trade Orders (“ PS 12-203 ”). Untilsuch time as the Corporation files the Required Documents and the MCTOhas been revoked, the Corporation intends to follow the provisions ofthe alternative information guidelines set out in PS 12-203, includingthe issuance of bi-weekly default status reports in the form of newsreleases.
Pursuant to the provisions of the alternativeinformation guidelines specified in PS 12-203, the Corporationconfirms that, as of the date of this news release, that there havebeen no material change to the information contained in the DefaultAnnouncement issued on May 1 st 2023 (the “ Default Announcement ”) that would reasonably be expected to be material to aninvestor; (b) there have been no failure by the defaulting Company tofulfill its stated intentions with respect to satisfying theprovisions of the alternative information guidelines under PS 12-203;(c) there has not been, nor is there anticipated to be, any specifieddefault subsequent to the default which is subject of the DefaultAnnouncement; and (d) there is no material information concerning theaffairs of the Company that has not been generally disclosed.
ATW TECH PROFILE
ATW Tech is a technology company, owner of severalrecognized technology platforms such as Semeon Analytics, Option.voteand Voxtel. Semeon Analytics is a highly accurate and flexible textanalysis platform for customer reviews and uses a unique combinationof machine learning and natural language processing (NLP) to discoversignificant trends in customer reviews across all channels.Option.vote offers a customized multimethod voting system for unions,political parties, professional associations, and anyone looking for asecure way to reduce their voting costs and improve theirparticipation rate. VoxTel specializes in telephone billing andalternative payment solutions for fixed and mobile lines.
Forward-Looking Statements andDisclaimer
Certain statements in this pressrelease may be forward-looking. These statements include thoserelating to the Transactions, the closing date of the Transactions,the potential impact of the acquisitions on the Company, the abilityof the Company to raise funds in connection with the private placementand the use of the proceeds raised in connection with said privateplacement. Although the Company believes that such forward?lookingstatements reflect expectations based on reasonable assumptions, itcannot guarantee that its expectations will be realized. Theseassumptions, which may prove to be inaccurate, include, but are notlimited to, the following:
(i) All the conditions of thetransactions will be met. In particular, ATW will perform satisfactorydue diligence on the Targets’ operations, finances, legal status andother matters; (ii) ATW and the Targets’ shareholders will be ableto negotiate and conclude a purchase agreement and other documentsrelated to the transaction; (iii) ATW will obtain the necessaryregulatory approvals for the acquisition of the Targets oncommercially reasonable terms; (iv) The acquisition of the Targetswill enable ATW to realize the anticipated synergies; (v) ATW'sofficers will not set or achieve any other strategic objectives usingthe proceeds of the Financing. The factors that may affect the achievement of the expectedresults include (i) The discovery in the due diligence process ofelements unfavorable to the Target that would prevent ATW fromproceeding with the purchase; (ii) The failure of negotiations betweenthe parties with respect to final documentation; (iii) The Company'sinability to realize the anticipated synergies for any reason or dueto technical issues that prevent the integration of the Targets’systems with those of ATW; (iv) The Company's inability to effectivelyuse the proceeds of the private placement; (v) The Company's inabilityto obtain the regulatory approvals necessary for the acquisitions orthe private placement; (vi) Labor disputes or the occurrence ofsimilar risks; (vii) ) a deterioration in the financial marketconditions that prevent the Company from raising the required funds ina timely manner, and (viii) the Company's inability to develop andimplement a business plan in general and for any reasonwhatsoever. A description ofthe risks affecting theCompany’s business andactivities appears under the heading "Risks andUncertainties" on pages 10 and 11 ofATW's 2022 annual management's discussion andanalysis, which is available on SEDAR at www.sedar.com . No assurance can be given that anyevents anticipated by theforward-looking information in this press release will transpire oroccur, or if any of them do ,the benefitsthat ATW will derive therefrom. In particular, noassurance can be given as to the future financial performanceof ATW . ATW disclaims any intentionor obligation to update or revise any forward-looking statements inorder to account for any new information or any other event. Thereader is warned against undue reliance on these forward-lookingstatements.
Additional information regarding ATWTech is available on SEDAR www.sedar.com
Source
ATW Tech Inc.
Michel Guay
Founder, president and CEO
mguay@atwtech.com
www.atwtech.com
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