ATW Tech Inc. Announces the Signing of a Letter of Intent to Acquire Publipage Inc. (a Digital Marketing and Business Solutions Company), a Private Placement and a Change in its Management Team

(via TheNewswire)

Montreal, April 5, 2024 – ATW Tech Inc. (the “Company” or “ATW“) (TSX-V: ATW) announces the signing, as of today, of a letter of intent (the “LOI“) to acquire Publipage Inc. (the “Target” or “Publipage“) engaged in digital marketing and business solutions, activities that are complementary to the activities of its subsidiaries (the “Transaction“) >>). In order to proceed with this acquisition and finance its commercial activities, ATW also announces that it intends to raise a private placement and/or financing for a maximum amount of $7,500,000. The sources of this funding have not yet been identified. Finally, ATW announces the resignation of Mr. Michel Goyette, as Chief Financial Officer, and his replacement on an interim basis by Mr. Guy Camire.

The Target

Publipage, also doing business as Lanla (www.lanla.com) is a growing society mainly held by Mrs. Helene Heroux and Mr. Gaetan Frigon (the “Vendors“). It offers a comprehensive portfolio of specialized programs and tools for measuring and improving the customer, employee, and brand experience. Having just launched the new version of its fully integrated platform, Hexia, Publipage combines and consolidates the results of all its measurement methodologies: Voice of the Customer, Survey, Mystery Customers, as well as the results of its Localtrac and Publitrac platforms. With more than thirty experienced employees, Publipage stands out in its market for its innovative, scalable, interconnected and comprehensive products. Publipage is a pioneer and a leader in its field. “Publipage’s activities will allow us to leverage the expertise of our other subsidiaries and considerably enhance the group’s commercial offering. In addition, Ms. Heroux and Mr. Frigon will remain involved in the company to ensure an efficient and smooth transition and continuity, in addition to leveraging their expertise and network for the benefit of ATW’s other subsidiaries,” said Christian Trudeau, President and Chief Executive Officer of ATW Tech. Further details and financial information on the Target will be provided in a future press release.

The closing date of the Transaction is currently set to be no later than July 1, 2024. The Purchase Price Base is $7,500,000, consisting of a combination of (i) $3,000,000 in cash and an additional purchase price of up to $3,000,000 in cash and/or common shares of ATW (“Shares“) payable upon achievement of certain objectives, (ii) the issuance on the Closing Date of a number of Shares having an aggregate value of $2,500,000, subject to the minimum requirements required by the regulators and the TSX Venture Exchange (the “TSXV“), and (iii) the issuance of convertible debentures to each of the Vendors, in proportion to their ownership of common shares of Publipage, for an aggregate amount of $2,000,000, non-interest-bearing with a maturity date up to 18 months. The said Debenture could have a forced conversion clause in the event that the value of the ATW Shares reaches or exceeds $0.05 within 60 days prior to maturity or maintains such value for 90 days during the term of the Debenture, as well as any other customary clause for a transaction of this nature. The terms of the Debenture may be adjusted to meet the requirements of the Exchange and the Parties, as the case may be. The purchase price is subject to customary post-closing adjustments for working capital, transaction costs and net debt. The LOI is non-binding with respect to the terms of the Transaction and there can be no assurance that a definitive agreement will be entered into or that the Transaction will be completed as proposed or at all. The closing of the Transaction and final determination of the purchase price also remain subject to ATW’s satisfactory completion of due diligence of the Target; the negotiation of a definitive agreement and other final documentation; corporate and regulatory approvals, including the approval of the TSXV. This Transaction is at arm’s length and no finder’s fees should be paid by ATW in connection with the Transaction. Following the Transaction and the Private Placement (for its maximum amount), it is estimated that the Sellers will control approximately 16% of the Shares.

Trading of the listed Shares will remain temporary halted pending review of the Transaction by the TSXV.

Private placement

The cash portion of the Purchase Price will be funded by a private placement and/or a financing for an amount of up to $7,500,000 and a minimum amount of $3,000,000 (the “Private Placement“). The Private Placement will also be used to fund ATW’s business activities. The precise terms of this Private Placement will be set out in a future press release. However, it is anticipated that the Private Placement will consist of units, issued at a minimum price of approximately $0.02, each composed of one Share and one warrant entitling the holder to acquire one Share at an exercise price of $0.05 per Share for a period of 12 months following the closing date.

Neither the 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.

Change of Chief Financial Officer

On March 8, 2024, ATW received the resignation of Mr. Michel Goyette as Chief Financial Officer. The entire ATW team would like to thank Mr. Goyette for his contributions and dedication throughout his tenure. In the meantime, we are pleased to announce that Mr. Guy Camire will assume the role of Interim Chief Financial Officer. With his financial experience and in-depth knowledge of the company, ATW’s management team is confident that Mr. Camire will fulfill this mandate brilliantly. Mr. Goyette remains available to ensure a smooth transition and maintain the stability of the company during this transition period. Mr. Goyette will also support ATW’s management team during the next stages of the acquisition.

Mr. Camire is an entrepreneur and enthusiastic visionary, Mr. Camire has an impressive track record of strategic deliveries and innovative technological products to various industries. He is currently a Senior Partner at Neos Group where he is in charge of product development and customer project delivery; in addition to managing the company’s operations. Holder of a bachelor’s degree in Computer Science from the Universite de Sherbrooke, Mr. Camire has worked in several organizations during his career. He has developed recognized expertise in the governance of management teams and the governance of digital transformation programs. He has also led several transformational projects within major organizations, such as Bell Canada, BNC, CN, Air Canada (Aeroplan) and Exo. As an entrepreneur, he founded several companies, mainly in the information technology and telecommunications sectors.

ATW has already begun a search process for a new CFO and is working hard to find a qualified professional who will be able to meet the company’s current and future challenges, as well as support its growth plans.

Contact

ATW Tech Inc.
Christian Trudeau Chairman of the Board and Chief Executive Officer
ctrudeau@atw.groupeneos.com
www.atwtech.com

+1 (844) 298-5932

ATW TECH PROFILE

ATW Tech (TSX-V: ATW) is a technology company that owns several well-known technology platforms such as Semeon Analytics, Option.Vote and Voxtel. She also owns Neos Group Inc., which provides data analytics tools and consulting services to help companies achieve analytics transformation through sophisticated data analytics strategies. Semeon is an accurate and highly reliable text analytics platform for customer reviews. Semeon uses a unique combination of machine learning and natural language processing (NLP) technologies to detect relevant behavior among customer reviews, regardless of the channel used. Option.vote offers a tailor-made multimodal voting system for trade unions, political parties, professional associations and anyone looking for a secure way to reduce their voting costs and improve their turnout. VoxTel is a platform dedicated to telephone billing and alternative payment solutions for fixed and mobile lines.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release may constitute forward-looking statements. These statements include those relating to the closing of the Transactions, the closing date thereof, the potential impact on the Company of such acquisitions, the Company’s ability to raise funds under the Private Placement and the use of the proceeds raised in the Private Placement. Although the Company believes that such forward-looking statements reflect expectations based on reasonable assumptions, it can give no assurance that its predictions will be realized. These assumptions, which may prove to be inaccurate, include, but are not limited to, the following:

1. (i)All the conditions of the transactions will be met. In particular, ATW Tech will conduct satisfactory due diligence on the Target’s operations, finances, legal and other status;

2. (ii)ATW and the Target’s shareholders will be able to negotiate and enter into purchase agreements and other documents related to the Transaction; (iii) ATW will obtain the necessary regulatory approvals to acquire the Target on commercially acceptable terms; (iv) The acquisition of the Target will enable ATW Tech to realize anticipated synergies (v) ATW’s management will not set or achieve any other strategic objectives using the proceeds of the Financing, other than funding its ongoing operations. Factors that could cause actual results to differ materially from expectations include: (i) the discovery during due diligence of adverse items with respect to the Target that would prevent ATW from completing the purchase; (ii) The failure of negotiations between the parties with respect to final documentation; (iii) ATW’s inability to achieve anticipated synergies for any reason or technical issues that do not allow for the integration of the Target’s systems with those of ATW; (iv) ATW’s inability to effectively allocate the proceeds of the Private Placement; (v) ATW’s failure to obtain the necessary regulatory approvals for the Transaction or Private Placement; (vi) labour disputes or the occurrence of similar hazards; (vii) a deterioration in financial market conditions that prevents ATW from raising the funds it needs in a timely manner; and (viii) ATW’s inability to develop and execute an effective business plan for any reason. There can be no assurance that the events anticipated in the forward-looking statements contained in this press release will occur, or if they do, what benefits ATW Tech may derive from them. In particular, there can be no assurance of ATW Tech’s future financial performance. ATW Tech assumes no obligation, and does not intend, to update or revise any forward-looking statements, whether as a result of new information or otherwise, except as required by applicable law. The reader is cautioned not to place undue reliance on these forward-looking statements.

Additional information about the Company is available on SEDAR at www.sedar.com.

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