Montreal – TheNewswire - June 29, 2023 – ATW Tech Inc. (the “Company” or “ATW”) (TSXV:ATW) is pleased to announce an update on a private placement and an acquisition previously announced on May 1, 2023.

Private Placement

The non-brokered private placement, initially expected to raise gross proceeds of $975,000, has been reduced to gross proceeds of $725,000 (the “Private Placement”) in units of the Company (“Units”), issued at a price of $0.05 per Unit. Each unit consists of one common share of the Company (a “Share”) together with a warrant entitling the holder to acquire one Share at an exercise price of $0.07 for a period of 36 months from the date of closing. The proceeds of the Private Placement will be used by ATW, for its own benefit and that of its subsidiaries, for its ongoing operations.

This change to the Private Placement is caused in particular by the additional time required to close the Acquisition (as defined below). A subsequent private placement to finance the Acquisition, in which insiders of the Company will participate, will be completed concurrently with the closing of the Acquisition for estimated gross proceeds of $250,000.

Acquisition

On April 25, 2023, the Company announced its intention to proceed with the acquisition of a target entity (the “Acquisition”) by May 31, 2023. On May 30, 2023, the Company extended the deadline for the acquisition to June 15, 2023 and then extended it again to June 30 via a press release issued on June 14, 2023. As of today, the Company hereby confirms that it still intends to close the Acquisition of the target entity (the “Target”), but will further extend the closing date, in order to complete the required work and allow for the fulfillment of certain closing conditions, to no later than August 31, 2023.

The Target provides data analytics tools and expert consulting services to help clients drive business transformation through sophisticated data strategies. Fueled by strong management, more than 15 seasoned employees and tailored analytics solutions, the Target helps clients fast-track their data initiatives and drive tangible value in the fields of public safety, finance, retail and more.

The Acquisition is still subject to a number of closing conditions, including the approval of the TSX Venture Exchange.

ATW TECH PROFILE

ATW Tech is a technology company, owner of several recognized technology platforms such as Semeon Analytics, Option.vote and Voxtel. Semeon Analytics is a highly accurate and flexible text analysis platform for customer reviews and uses a unique combination of machine learning and natural language processing (NLP) to discover significant trends in customer reviews across all channels. Option.vote offers a customized multimethod voting system for unions, political parties, professional associations, and anyone looking for a secure way to reduce their voting costs and improve their participation rate. VoxTel specializes in telephone billing and alternative payment solutions for fixed and mobile lines.

Forward-Looking Statements and Disclaimer

Certain statements in this press release may be forward-looking. These statements include those relating to the transactions, the closing date of the transactions, the potential impact of the acquisition on the Company, the ability of the Company to raise funds in connection with the private placement and the use of the proceeds raised in connection with said private placement. Although the Company believes that such forward‑looking statements reflect expectations based on reasonable assumptions, it cannot guarantee that its expectations will be realized. These assumptions, which may prove to be inaccurate, include, but are not limited to, the following:

(i) All the conditions of the transactions will be met. In particular, ATW will perform satisfactory due diligence on the Target’s operations, finances, legal status and other matters; (ii) ATW and the Target’s shareholders will be able to negotiate and conclude a purchase agreement and other documents related to the transaction; (iii) ATW will obtain the necessary regulatory approvals for the acquisition of the Target on commercially reasonable terms; (iv) The acquisition of the Target will enable ATW to realize the anticipated synergies; (v) ATW's officers will not set or achieve any other strategic objectives using the proceeds of the financing. The factors that may affect the achievement of the expected results include (i) The discovery in the due diligence process of elements unfavorable to the Target that would prevent ATW from proceeding with the purchase; (ii) the failure of negotiations between the parties with respect to final documentation; (iii) the Company's inability to realize the anticipated synergies for any reason or due to technical issues that prevent the integration of the Target’s systems with those of ATW; (iv) the Company's inability to effectively use the proceeds of the private placement; (v) The Company's inability to obtain the regulatory approvals necessary for the acquisitions or the private placement; (vi) Labor disputes or the occurrence of similar risks; (vii) ) a deterioration in the financial market conditions that prevent the Company from raising the required funds in a timely manner, and (viii) the Company's inability to develop and implement a business plan in general and for any reason whatsoever. A description of the risks affecting the Company’s business and activities appears under the heading "Risks and Uncertainties" on pages 10 and 11 of ATW's 2022 annual management's discussion and analysis, which is available on SEDAR at www.sedar.com. No assurance can be given that any events anticipated by the forward-looking information in this press release will transpire or occur, or if any of them do, the benefits that ATW will derive therefrom. In particular, no assurance can be given as to the future financial performance of ATW. ATW disclaims any intention or obligation to update or revise any forward-looking statements in order to account for any new information or any other event. The reader is warned against undue reliance on these forward-looking statements.

Additional information regarding ATW Tech is available on SEDAR www.sedar.com

Source

ATW Tech Inc. 
Michel Guay 
Founder, president and CEO 
mguay@atwtech.com 
www.atwtech.com