Mr. Etienne Moshevich reports
ATCO MINING ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT
Atco Mining Inc. has closed a non-brokered private placement of 76,999,999 common shares of the company at a price of 1.5 cents per share for gross proceeds of $1,155,000.
In connection with closing of the private placement, the company paid finders' fees totalling $8,400 to certain arm's-length brokerage firms. All securities issued in connection with the private placement are subject to a statutory hold period until June 13, 2025, under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada. The company intends to use the gross proceeds for general working capital purposes.
Etienne Moshevich, an insider of the company, through Transcend Capital Inc., a holding
company
controlled by Mr. Moshevich, subscribed for $446,250 or 29.75 million shares. With this investment, Mr. Moshevich has control and direction over 30.23 million shares, all of which are held by Transcend Capital Inc., and which represent approximately 19.55 per cent of the issued and outstanding common
shares
of the company. Mr. Moshevich, through Transcend Capital, also has control and direction over 7,835,000 common
share
purchase warrants. Assuming exercise of just these warrants, Mr. Moshevich would have control and direction over 38,065,000 shares representing applicable 24.61 per cent of the then issued and outstanding common
shares
of the company.
Mr. Moshevich, through Transcend Capital, participated in the offering and acquired the common
shares
for investment purposes. Mr. Moshevich may from time to time and at any time directly or otherwise, increase or decrease his ownership, control or direction of securities of the company by privately negotiated agreement, or otherwise. For further information please refer to the
early warning report
filed for Transcend Capital on the company's SEDAR profile.
Participation in the private placement by insiders of the company constitutes a related party transaction within the meaning of
Multilateral Instrument
61-101 --
Protection of Minority Security Holders in Special Transactions. The issuance of securities to insiders of the company is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in
Section 5.5(b)
as the company's
shares
are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in
Section 5.7(a)
of MI 61-101, in that the fair market value of the consideration of the securities issued to the insiders of the company does not exceed 25 per cent of the company's market capitalization.
About Atco Mining Inc.
Atco is a junior exploration mining
company
focused on exploring for green energy metals throughout Canada. Atco is also exploring salt opportunities in Western Newfoundland.
We seek Safe Harbor.
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