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ATW Tech Inc. — Capital/Financing Update 2021
Sep 8, 2021
46214_rns_2021-09-07_ebb4ac54-3806-40c9-a2fd-7b93584c23fc.pdf
Capital/Financing Update
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MATERIAL CHANGE REPORT FORM 51-102F3
| Item 1. | Name and AddressATW Tech Inc. (the “Company” or “ATW Tech”)1050 rue de la MontagneBureau 400Montréal, Québec H3G 1Y8 |
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| Item 2. | Date of Material Change |
August 27, 2021.
Item 3. News Release A press release was issued through TheNewswire in English and French by ATW Tech on August 27, 2021 and may be reviewed under the Company’s SEDAR profile at www.sedar.com.
Item 4. Summary of Material Change
ATW Tech announced the closing of the closing of a non-brokered private placement previously announced on August 16, 2021 (the “ Private Placement ”).
Item 5. Full Description of Material Change Private Placement
Pursuant to the Private Placement, ATW Tech issued 13,112,500 Units (the " Units ") at a price of $0.08 per Unit for gross proceeds of $1,049,000. Each Unit consists of one common share in the capital of the Company (a “ Common Share ”) and one common share purchase warrant giving the holder the right to subscribe for one Common Share at a price of $0.11 for a period of 36 months following the closing date.
The proceeds of the Private Placement will be used by ATW Tech, for its own benefit and that of its subsidiaries, to support its development projects and to finance its current operations
The Private Placement constitutes a "related party transaction", as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 "), given that an insider of the Company has subscribed for an aggregate of 625,000 Units. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, given that the fair market value of the participation in the Private Placement by certain insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Private Placement has been approved by the independent directors of the Company. The Company did not file a material change report in respect of the Private Placement more than 21 days before the expected closing date of the Private Placement for sound business reasons and to ensure the closing of the Private Placement in a timeframe consistent with usual market practice for transactions of this nature.
The securities issued pursuant to the Private Placement shall be subject to a period of restricted trading of four months, in accordance with the applicable securities legislation. In addition, the Private Placement is subject to the final approval of the TSX Venture Exchange.
| Item 6.Item 7. | Reliance on subsections 7.1 (2) and (3) of National Instrument 51-102Not applicable.**Omitted Information **No material information has been omitted in respect of this material change. |
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Item 8. Executive Officer Inquiries in respect of this material change may be made to: Michel Guay Founder, President & CEO 844.298.5932 ext. 301 [email protected]