Toronto, Ontario, Nov. 02, 2026 (GLOBE NEWSWIRE) -- Atlas One Capital Corporation (TSXV: ACAP.P) (the “Corporation” or “Atlas One”), a capital pool company listed on the TSX Venture Exchange (“TSXV”), and Ramsden Metals Inc. (“Ramsden Metals” and, together with Atlas One, the “Parties”) are pleased to provide an update on their proposed business combination transaction (the “Proposed Transaction”) as previously announced on July 14, 2026. It is anticipated that the Proposed Transaction will constitute the qualifying transaction of Atlas One in accordance with Policy 2.4 - Capital Pool Companies of the Corporate Finance Manual (the “CPC Policy”) of the TSXV. The resulting company following the completion of the Proposed Transaction is referred to as the “Resulting Issuer”. All currency references used in this news release are in Canadian currency unless otherwise noted.
Definitive Agreement
The Parties are pleased to announce that they have entered into a definitive agreement dated October 30, 2026 (the “Definitive Agreement”) pursuant to which Atlas One will acquire all of the issued and outstanding securities of Ramsden Metals in exchange for the issuance of securities of Atlas One. As consideration for the acquisition of all of the outstanding common shares of Ramsden Metals (“Ramsden Shares”), holders of Ramsden Shares will receive one (1) post-Consolidation (as defined below) common share of Atlas One (each, a “Resulting Issuer Share”) for each one (1) Ramsden Share held at the time of the completion of the Proposed Transaction.
The Proposed Transaction will be completed by way of a three-cornered amalgamation among Atlas One, Ramsden Metals, and a wholly owned subsidiary of Atlas One, to be incorporated in the Province of Ontario by Atlas One, which will amalgamate (the “Amalgamation”) with Ramsden Metals (the amalgamated company shall hereinafter be referred to as “Amalco”). Pursuant to the Amalgamation, Atlas One shall acquire all of the issued and outstanding Ramsden Shares. The result of the foregoing shall be that, on completion of the Proposed Transaction, Amalco shall be a wholly owned subsidiary of the Resulting Issuer. Upon the completion of the Proposed Transaction, it is expected the Resulting Issuer will change its name to Ramsden Metals Ltd., or such other name as Ramsden Metals may determine (the “Name Change”), and the Resulting Issuer will be a mining issuer focused on exploration of the Eagle’s Nest Critical Metals Project.
Under the terms of the Definitive Agreement, Atlas One shall consolidate (the “Consolidation”) its outstanding common shares (the “Atlas Shares”) on a basis that results in the existing Atlas Shareholders collectively holding that number of post-Consolidation Atlas Shares equal to an agree value of Atlas (fixed at $325,000) divided by the offering price under the Concurrent Offering (as defined below); provided that if the Concurrent Offering is comprised solely of an offering of Ramsden Shares issued on a flow-through basis, the price used to determine the consolidation ratio shall be 70% of the offering price under the Concurrent Offering.
The Parties have agreed that the Proposed Transaction is conditional upon certain conditions precedent, including, but not limited to, the completion of the Concurrent Financing (as defined below), the Consolidation, Name Change and the receipt of all necessary regulatory and shareholder approvals, including the approval of the Amalgamation by the shareholders of Ramsden Metals.
There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.
Shareholder Approval
Atlas One shall hold an annual general and special shareholder meeting for the purposes of obtaining shareholder approval for the Name Change and Consolidation. Atlas One will not seek nor is it required to obtain securityholder approval of the Proposed Transaction pursuant to applicable securities laws or the policies of the TSXV. The Proposed Transaction is not a “Non-Arm’s Length Qualifying Transaction” as such term is defined in the CPC Policy. No Non-Arm’s Length Party to Atlas One (as such term is defined in the CPC Policy) (a) has any direct or indirect beneficial interest in Ramsden Metals, or (b) is an insider of Ramsden Metals. There is no relationship between or among a Non-Arm’s Length Party to Atlas One and a Non-Arm’s Length Party to the Qualifying Transaction (as such terms are defined in the CPC Policy).
Concurrent Financing
The Proposed Transaction remains conditional upon an expected offering (the “Concurrent Financing”) of subscription receipts (the “Subscription Receipts”) by Ramsden Metals on such price, size and other terms as may be determined by Ramsden Metals and accepted by the TSXV, provided that following the Proposed Transaction the funds resulting to the Resulting Issuer are sufficient to satisfy the applicable financing and listing requirements of the TSXV.
It is expected that each Subscription Receipt will represent the right of a holder to receive, upon satisfaction or waiver of certain escrow release conditions, without payment of additional consideration, securities of Ramsden Metals in accordance with the terms and conditions of a subscription receipt agreement (the “Subscription Receipt Agreement”) to be entered into among the Parties and a subscription receipt and escrow agent upon closing of the Concurrent Financing.
Pursuant to the terms of the Proposed Transaction, the Concurrent Financing and the Subscription Receipt Agreement, any Ramsden Share issued upon conversion of the Subscription Receipts would be exchanged for one Resulting Issuer Share and any common share purchase warrant of Ramsden Metals issued upon conversion of the Subscription Receipts would be exchanged for one common share purchase warrant of the Resulting Issuer.
The Parties acknowledge that an agent may be engaged to act as agent on a “commercially reasonable efforts” basis for the Concurrent Financing, or finders may be engaged in connection with the Concurrent Financing, and in connection therewith may be paid a commission in an amount to be determined.
The Parties expect to announce the Concurrent Financing by news release upon launch of the same, and to include additional details and final terms of the Concurrent Financing in such news release.
The Resulting Issuer
The Parties expect that the Resulting Issuer following from the Proposed Transaction will carry on the existing business of Ramsden Metals and be a mineral exploration company focused on exploration of the Eagle’s Nest Critical Metals Project. See “Definitive Agreement” above for details concerning the expected corporate structure of the Resulting Issuer upon completion of the Proposed Transaction.
Trading Halt
The Atlas Shares are currently halted from trading and are not expected to resume trading until the Proposed Transaction is completed.
About Ramsden Metals
Ramsden Metals is a privately held Canadian mineral exploration company focused on identifying, acquiring and advancing critical-mineral opportunities in North America. Ramsden Metals’ principal asset is the Eagle’s Nest Critical Metals Project, an early-stage exploration property comprising approximately 51.25 square kilometres of mineral claims located approximately 125 kilometres north of Churchill Falls in central Labrador. The property is centred on the Michikamats intrusive complex and a prominent circular magnetic anomaly.
Information Concerning Atlas One
Atlas One is a capital pool company and the Atlas One Shares are listed for trading on the TSXV under the symbol “ACAP.P”.
For further information, please contact:
David Rosenkrantz
President, CEO, CFO and Director at 416-865-0123
Information concerning Ramsden Metals, including the proposed directors of the Resulting Issuer, has been provided to the Corporation by Ramsden Metals for inclusion in this news release. The scientific and technical information concerning the Eagle’s Nest Critical Metals Project contained in this news release has been reviewed and approved by Dr. E. Max Baker, FAusIMM, Senior Geological Advisor to Ramsden Metals and a “qualified person” as defined in National Instrument 43-101 (“NI 43-101”) – Standards of Disclosure for Mineral Projects.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to Exchange Requirements (as that term is defined in the policies of the TSXV), majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
The securities referenced herein have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
Cautionary and Forward-Looking Statements
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes”, “intends” or variations of such words and phrases or stating that certain actions, events or results “may”, “could, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the Proposed Transaction and certain terms and conditions thereof; the Consolidation; the Name Change; the anticipated listing of the Resulting Issuer on the TSXV; the business of Ramsden Metals; the exploration and advancement of the Eagle’s Nest Critical Metals Project; the Concurrent Financing and the anticipated use of proceeds therefrom; shareholder, director and regulatory approvals; and future news releases and disclosure. Forward looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Atlas One assumes no obligation to update the forward-looking statements or beliefs, opinions, projections, or other factors, should they change.
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