Atlas One Capital Corporation Announces Letter of Intent for Qualifying Transaction with Ramsden Metals Inc.

1 hour ago 3

Article content

Information Concerning Atlas One

Article content

Atlas One is a capital pool company and its common shares (“Common Shares“) are listed for trading on the TSXV under the symbol “ACAP.P”. As at December 31, 2025, Atlas One had cash and near cash assets, net of liabilities, of approximately C$44,000.

Article content

Filing Statement

Article content

In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, Atlas One will file a filing statement or a management information circular on its issuer profile on SEDAR+ (www.sedarplus.com ), which will contain details regarding the Proposed Transaction, Ramsden Metals, the Concurrent Financing, and the Resulting Issuer.

Article content

Reinstatement to Trading

Article content

In accordance with the policies of the TSXV, the Atlas One shares are currently halted from trading and will remain so until such time as the TSXV determines, which, depending on the policies of the TSXV, may not occur until completion of the Proposed Transaction.

Article content

For further information, please contact:

Article content

David Rosenkrantz
President, CEO, CFO and Director at 416-865-0123

Article content

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 press release. The scientific and technical information concerning the Eagle’s Nest Critical Minerals 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.

Article content

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.

Article content

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.

Article content

The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press 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.

Article content

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.

Article content

Cautionary and Forward-Looking Statements

Article content

This press 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 press 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 press release, forward-looking statements relate, among other things, to: the Proposed Transaction and certain terms and conditions thereof; the business of Ramsden Metals; the exploration and advancement of the Eagle’s Nest Critical Metals Project; the Concurrent Financing; TSXV sponsorship requirements and intended application for exemption therefrom; shareholder, director and regulatory approvals; and future press 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 press release. Except as required by law, Atlas One assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.

Article content