Subject: ATI Airtest Technologies Inc. - Dissemination
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File: '\\swfile\EmailIn\20240321 135945 Attachment ATI AIRTEST News Release announcing closing of private placement (March 2024).docx'
#9 - 1520 Cliveden Avenue, Delta, BC V3M 6J8 Tel. (208) 629-8397 Fax (604) 517-3900
www.airtest.com
FOR IMMEDIATE RELEASE
ATI AIRTEST ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT
Vancouver, BC, March 21, 2024 - ATI Airtest Technologies Inc. (TSXV: AAT, OTC: AATGF) ("ATI" or the "Company") announces that it has completed its previously announced non-brokered private placement (the "Financing"), as described in its press release of February 8, 2024 pursuant to which it has issued an aggregate of 19,977,600 units (each, a "Unit") at a price of $0.02 per Unit, for aggregate gross proceeds of $399,552.
Each Unit is comprised of one common share in the capital of the Company (each, a "Share") and one non-transferable share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder to purchase one additional Share in the capital of the Company (each, a "Warrant Share" and collectively with the Units, Shares and Warrants, the "Securities") for a period of 24 months from the closing date at an exercise price of $0.05 per Warrant Share, subject to the Acceleration Provision (as defined below). If the daily trading price of the Shares on the TSX Venture Exchange ("TSXV") (or such other exchange on which the Shares may be traded at such time) is $0.08 or greater per Share for ten (10) trading days (which do not need to be consecutive), the Company may accelerate the expiry date of the Warrants by giving notice via news release to the holders thereof and, in such case, the Warrants will expire on the thirtieth (30th) day after the date on which the news release is disseminated by ATI (the "Acceleration Provision").
The Company intends to use 100% of the proceeds from the Financing for general working capital purposes. No finder's fees were paid or compensation issued in connection with the Financing.
A certain insider of the Company indirectly subscribed for a total of 2,500,000 Units under the Financing, which is a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Accordingly, the subscription by the Insider and the issuances of the Securities thereunder are exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company's Shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the Securities issued to the related party did not exceed 25% of the Company's market capitalization.
The Securities issued under the Financing, and the Shares that may be issuable on exercise of the Warrants, are subject to a hold period expiring on July 22, 2024 pursuant to applicable securities laws and the policies of the TSXV.
About ATI: AirTest Technologies Inc. is a green-tech Internet-of-things company with proprietary sensor technologies that drive proven energy savings while simultaneously improving air control and quality in commercial and government structures. Over the past decade, Airtest has installed thousands of wired systems in major chains such as Canadian Tire, Walmart, Shoppers Drug Mart and enclosed parkades. The company is now launching a new line of wireless technologies with improved capabilities and dynamics, which will reduce carbon emissions, increase air quality in a COVID-19 environment, and provide attractive energy and cost savings.
For further information, please contact:
Ted Konyi, CEO
Phone: 208.629.8397
Fax: (604) 517 3900
Email: Ted.konyi@airtest.com
Website: www.airtest.com
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Company. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to the anticipated use of proceeds of the Financing and the general development of the business of the Company. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of the Company. Further, the ongoing labour shortages, high energy costs, inflationary pressures, rising interest rates, the global financial climate and conflicts in Ukraine and Palestine and surrounding regions are some additional factors that are affecting current economic conditions and increasing economic uncertainty, which may impact the operating performance, financial position, and future prospects of ATI. Collectively, the potential impacts of this economic environment pose risks that are currently indescribable and immeasurable. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. ATI disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
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