(TheNewswire)
Montreal – TheNewswire - June 29, 2023 – ATW Tech Inc. (the “ Company ” or“ ATW ”) ( TSXV:ATW ) is pleased to announce an update ona private placement and an acquisition previously announced on May 1,2023.
Private Placement
The non-brokered private placement, initially expectedto raise gross proceeds of $975,000, has been reduced to grossproceeds of $725,000 (the “ Private Placement ”) in units of the Company(“ Units ”), issued at a price of $0.05 per Unit. Each unit consistsof one common share of the Company (a “ Share ”) togetherwith a warrant entitling the holder to acquire one Share at anexercise price of $0.07 for a period of 36 months from the date ofclosing. The proceeds of the Private Placement will be used by ATW,for its own benefit and that of its subsidiaries, for its ongoingoperations.
This change to the Private Placement is caused inparticular by the additional time required to close the Acquisition(as defined below). A subsequent private placement to finance theAcquisition, in which insiders of the Company will participate, willbe completed concurrently with the closing of the Acquisition forestimated gross proceeds of $250,000.
Acquisition
On April 25, 2023, the Company announced its intentionto proceed with the acquisition of a target entity (the“ Acquisition ”) by May 31, 2023. On May 30, 2023, the Company extendedthe deadline for the acquisition to June 15, 2023 and then extended itagain to June 30 via a press release issued on June 14, 2023. As oftoday, the Company hereby confirms that it still intends to close theAcquisition of the target entity (the “ Target ”), but willfurther extend the closing date, in order to complete the requiredwork and allow for the fulfillment of certain closing conditions, tono later than August 31, 2023.
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 Acquisition is still subject to a number of closingconditions, including the approval of the TSX Venture Exchange.
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 acquisition on the Company, the ability of the Company toraise funds in connection with the private placement and the use ofthe proceeds raised in connection with said private placement.Although the Company believes that such forward?looking statementsreflect expectations based on reasonable assumptions, it cannotguarantee that its expectations will be realized. These assumptions,which may prove to be inaccurate, include, but are not limited to, thefollowing:
(i) All the conditions of thetransactions will be met. In particular, ATW will perform satisfactorydue diligence on the Target’s operations, finances, legal status andother matters; (ii) ATW and the Target’s 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 Target on commerciallyreasonable terms; (iv) The acquisition of the Target will enable ATWto realize the anticipated synergies; (v) ATW's officers will not setor achieve any other strategic objectives using the proceeds of thefinancing. The factors thatmay affect the achievement of the expected results include (i) Thediscovery in the due diligence process of elements unfavorable to theTarget that would prevent ATW from proceeding with the purchase; (ii)the failure of negotiations between the parties with respect to finaldocumentation; (iii) the Company's inability to realize theanticipated synergies for any reason or due to technical issues thatprevent the integration of the Target’s systems with those of ATW;(iv) the Company's inability to effectively use the proceeds of theprivate placement; (v) The Company's inability to obtain theregulatory approvals necessary for the acquisitions or the privateplacement; (vi) Labor disputes or the occurrence of similar risks;(vii) ) a deterioration in the financial market conditions thatprevent the Company from raising the required funds in a timelymanner, and (viii) the Company's inability to develop and implement abusiness plan in general and for any reason whatsoever. A description of the risksaffecting the Company’s business and activitiesappears under the heading "Risks and Uncertainties" onpages 10 and 11 of ATW'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 the forward-looking information in this pressrelease will transpire or occur, or if any of them do , the benefits that 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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