Business
Zodiac Gold Announces Terms of Subscription Receipt Financing
Toronto, Ontario--(Newsfile Corp. - December 14, 2022) - Zodiac Gold Inc. (" Zodiac "), a private...
About this update from Atlas One Capital Corporation
[{"type":"text","content":"Zodiac Gold Announces Terms of Subscription Receipt FinancingToronto, Ontario--(Newsfile Corp. - December 14, 2022) - Zodiac Gold Inc. (\"Zodiac\"), a private mineral exploration company with a 100% interest in the Mount Coffee Project located in the Republic of Liberia, is pleased to announce the terms of a private placement launched in connection with the previously announced proposed business combination with Atlas One Capital Corporation (TSXV: ACAP.P) (\"Atlas One\"), a capital pool company listed on the TSX Venture Exchange (\"TSXV\").As disclosed in Atlas One's press release dated November 8, 2022, Zodiac and Atlas One have entered into a binding letter agreement in respect of a proposed business combination transaction pursuant to which Atlas One will acquire all of the issued and outstanding securities of Zodiac in exchange for shares of Atlas One (the \"RTO\"). The RTO will constitute Atlas One's Qualifying Transaction under the policies of the TSXV. Upon completion of the RTO, Zodiac will become a wholly owned subsidiary of Atlas One. Atlas One will be renamed and carry-on Zodiac's business as a publicly traded reporting issuer listed on the TSXV (the \"Resulting Issuer\").In connection with the RTO, Zodiac has commenced a brokered private placement of subscription receipts (\"Subscription Receipts\") at a price of CAD $0.25 per Subscription Receipt to raise gross proceeds of at least CAD $3.5 million (the \"Concurrent Financing\"). The proceeds of the Concurrent Financing will be held in escrow by a third-party escrow agent pending closing of the RTO, at which time each Subscription Receipt will automatically be exchanged for a unit in Zodiac (a \"Unit\") with each Unit consisting of one common share of Zodiac and one-half of one common share purchase warrant of Zodiac exercisable at price of CAD $0.375 per share for up to 24 months following the date on which the proceeds of the Concurrent Financing are released from escrow. These common shares and warrants will then immediately be exchanged for common shares and warrants of the Resulting Issuer pursuant to the terms of the RTO. M Partners (lead agent) and Foundation Markets are acting as agents in connection with the Concurrent Financing (the \"Agents\").In the interim, Zodiac has launched a non-brokered private placement of Units to raise gross proceeds of up to C...