pcNewsWire – Archer Petroleum Corp. (TSX-V: ARK.H) has entered into a binding Reverse Takeoves (RTO) agreement to acquire Atlas Engineered Products Ltd.
In conjunction with closing the transaction, Archer will be completing a proposed private placement offering of 6,250,000 common shares at $0.40 per share for gross proceeds of $2,500,000.
Archer Petroleum Corp. Enters into Binding Agreement to Acquire Atlas Engineered Products Ltd.
June 14, 2017 – Vancouver, British Columbia. ARCHER PETROLEUM CORP. (“Archer”) (TSX-V: ARK.H) is pleased to announce that it has entered into a binding agreement dated June 9, 2017 (the “Agreement”) with Atlas Engineered Products Ltd. (“Atlas”) and the shareholders of Atlas whereby Archer has agreed to acquire all of the issued and outstanding shares of Atlas (the “Transaction”). The Transaction will be a Reverse Takeover in accordance with TSX Venture Exchange Policy 5.2 – Changes of Business and Reverse Takeovers. Archer is currently listed on the NEX board of the TSX Venture Exchange (the “Exchange”) and, upon successful completion of the Transaction, will be a Tier 2 industrial issuer.
About Atlas Engineered Products Ltd.
Atlas is a company incorporated under the laws of the Province of British Columbia. Atlas is a leading manufacturer of trusses and engineered wood products on Central Vancouver Island.
Atlas is controlled by its three principal shareholders, Hadi Abassi (80%), Gurmit Dhaliwal (10%) and Sterling Mitchell (10%).
The selected annual financial information of Atlas for the fiscal years ended May 31, 2017 and 2016 will be provided in a subsequent news release announcing the entry into the definitive share exchange agreement.
Terms and Conditions of Proposed Reverse Takeover Transaction
On June 9, 2017, Archer entered into a binding agreement with Atlas and the shareholders of Atlas whereby Archer has agreed to acquire all of the issued and outstanding shares of Atlas (the “Agreement”). Under the terms of the Agreement, Archer will (A) pay the principal shareholders $1,000,000 and (B) issue such number of shares to the shareholders of Atlas such that they hold twenty five percent (25%) of the issued and outstanding shares of Archer on closing of the Transaction and Financing (as defined below). Currently, Archer anticipates that approximately 5,961,364 common shares of Archer will be issued to the shareholders of Atlas.
In conjunction with closing of the Transaction, Archer plans to change its name to “Atlas Engineered Products Ltd.” and the common shares of Archer will be listed on the Exchange under a new trading symbol.
Following closing of the Transaction and the Financing, Archer anticipates that it will have approximately 23,845,455 common shares issued and outstanding.
None of the Non-Arm’s Length Parties to Archer have any direct or indirect interest in Atlas nor are they insiders of Atlas. There is no relationship between or among the Non-Arm’s Length Parties of Archer and the Non-Arm’s Length Parties of Atlas.
Non-Brokered Private Placement Financing
In conjunction with closing the Transaction, Archer will be completing a proposed private placement offering of 6,250,000 common shares of Archer at a price of $0.40 per share for gross proceeds of $2,500,000 (the “Financing”).
Subject to acceptance by the Exchange, Archer may pay finders a fee in cash and/or warrants.
The proceeds of the Financing will be used to fund the development and marketing of Atlas’ products and general working capital purposes.
Definitive Share Exchange Agreement
Each of Archer and Atlas have agreed to settle the terms of the definitive share exchange agreement that will set forth all of the formal terms and conditions of the Transaction by July 1, 2017.
Conditions to Closing the Transaction
The obligations of Archer and Atlas to complete the Transaction are subject to the satisfaction of customary conditions precedent including, but not limited to: (i) Exchange approval; (ii) the receipt of all necessary shareholder and board of director approvals; (iii) the completion of Financing; (iv) the absence of any material breach of the representations, warranties and covenants made by each party to the other; and (vii) other conditions which are customary for a transaction such as the Transaction.
Proposed Directors and Officers of the Resulting Issuer
Under the terms of the Agreement, the board of directors of the Resulting Issuer will be comprised of five (5) persons, of which Atlas will have the right to nominate two (2) directors and the parties will mutually agree to the other three (3) directors. The details of the proposed directors and officers of the Resulting Issuer will be provided in the news release announcing the entry into the definitive share exchange agreement.
Sponsorship and Shareholder Approval
Archer will apply for a waiver of the requirement to engage a sponsor and obtain shareholder approval of the Transaction.
Archer is a company continued under the laws of the Business Corporations Act (British Columbia). Archer is listed on the NEX board of the TSX Venture Exchange and has been actively evaluating and seeking alternative business.
For further information please contact:
Archer Petroleum Corp. Guy Champagne, CEO (250) 218-7128
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.