Subject: Atoro Capital Corp.
PDF Document
File: Attachment News Release Announcing Closing of Private Placement.pdf
NEWS RELEASE
Atoro Capital Corp. Announces Closing of Private Placement
Not for distribution to United States Newswire Services or for dissemination in the United States
March 31, 2026 - Vancouver, British Columbia -- Atoro Capital Corp. (the "Company") (TSX-V:
TTO.H) is pleased to announce that it has closed its previously announced non-brokered private placement.
The Company issued an aggregate of 4,000,000 common shares at a price of $0.05 per share for gross
proceeds of $200,000 (the "Offering").
Net proceeds from the Offering will be used for general working capital. In connection with the Offering,
the Company paid finder's fees of $8,400 in cash to certain arm's length finders.
All securities issued in connection with the Offering are subject to a statutory four month hold period
expiring on July 31, 2026. In addition securities issued to two directors are subject to escrow pursuant to
TSX Venture Exchange ("TSXV") policies.
Two directors of the Company subscribed for an aggregate of 400,000 common shares for gross proceeds
of $20,000, and have agreed to place such common shares issued at closing in escrow in accordance with
TSXV policies. Such subscriptions constitute a "related party transaction" within the meaning of
Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-
101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval
requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair
market value of the insider participation does not exceed 25% of the Company's market capitalization. The
Company did not file a material change report more than 21 days before the expected closing of the Offering
because the details of the participation therein by related parties to the Company were not settled until
shortly prior to the closing of the Offering.
The securities issued pursuant to the Offering will not be registered under the U.S. Securities Act of 1933,
as amended, or any state securities laws, and may not be offered or sold in the United States absent
registration or an exemption from the registration requirements.
For more information, contact:
Clive Brookes
Chief Executive Officer, Atoro Capital Corp.
Phone +1 (778) 628-1202
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of
the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain information contained herein constitutes "forward-looking information" under Canadian
securities legislation. Forward-looking information includes, but is not limited to, statements with respect
to the use of proceeds. Generally, forward-looking information can be identified by the use of forward-
looking terminology such as "will" or variations of such words and phrases or statements that certain
actions, events or results "will" occur. Forward-looking statements are based on the opinions and
estimates of management as of the date such statements are made and they are subject to known and
unknown risks, uncertainties and other factors that may cause the actual results to be materially different
from those expressed or implied by such forward-looking statements or forward-looking information,
including: use of proceeds from the financing. Although management of the Company have attempted to
identify important factors that could cause actual results to differ materially from those contained in
forward-looking statements or forward-looking information, there may be other factors that cause results
not to be as anticipated, estimated or intended. 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 forward-looking statements and
forward-looking information. The Company will not update any forward-looking statements or forward-
looking information that are incorporated by reference herein, except as required by applicable securities
laws.
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