Vancouver, British Columbia--(Newsfile Corp. - February 3, 2020) - Sixth Wave Innovations Inc. (OTC Pink: ATURF) (formerly Atom Energy Inc.) (the "Company") is pleased to announce the closing of its previously announced acquisition of 6th Wave Innovations Corp. ("6th Wave") (the "Merger Transaction") as well as the receipt of conditional approval to list its common shares on the Canadian Securities Exchange (the "CSE" or the "Exchange"). Subject to final approval, the Common Shares will commence trading on the CSE under the ticker symbol "SIXW" once a listing date is set by the Exchange.
Information Concerning 6th Wave
6th Wave is a development stage nanotechnology company focused on extraction and detection of target substances at the molecular level using its patented technologies in the highly specialized field of molecularly imprinted polymers. 6th Wave is in the process of commercializing IXOS, a line of extraction polymers for the gold mining industry, and together with the Company, it has developed extraction polymers for the extraction of CBD, THC and other cannabinoids from cannabis extracts under the name AffinityTM.
The Company is a reporting issuer under the laws of the Provinces of British Columbia and Alberta whose common shares ("Common Shares") were voluntarily de-listed from the NEX board of the TSX Venture Exchange on May 29, 2018. The Company received conditional approval to list the Common Shares on the CSE on January 23, 2020 and is in the process of filing the final documents with the CSE. Subject to final approval, the Common Shares will commence trading on the CSE under the ticker symbol "SIXW". A listing date has not yet been set by the exchange.
Closing of Merger Transaction
The Company, and a wholly-owned subsidiary, ("Merger Subco"), entered into an agreement and plan of merger with 6th Wave Innovations Corp. and Affinity Nanotechnology Inc., as security holders' representative ("Affinity Nano") on September 7, 2018, (as amended, the "Merger Agreement"). Pursuant to the Merger Agreement, Merger Subco merged with and into 6th Wave by way of a "triangular merger" pursuant to the laws of Delaware, and the issued and outstanding shares of Subsidiary were exchanged for securities in the Company and cash. As a result, 6th Wave became a wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, the Company issued 14,291,054 Common Shares and US$1.2 million to the former holders of 6th Wave securities, and issued 3,928,042 warrants to purchase Common Shares in exchange for outstanding 6th Wave warrants. The Company also issued 2,719,202 Common Shares and 1,777,778 warrants in connection with the settlement of US$1.39 million of outstanding 6th Wave debt owed to Affinity Nano, repaid US$1.1 million of debt owed to Affinity Nano and replaced the balance of 6th Wave debt owed to Affinity Nano with a US$1.0 million principal amount convertible promissory note (the "Affinity Loan"). Another US$318,000 of accumulated deferred salary was paid to management of 6th Wave. In connection with the closing of the Merger Transaction, 3,603,600 Common Shares were issued upon the automatic exchange of the Company's outstanding subscription receipts. The Company further reports that funds received in escrow pursuant to the Financing Package, as outlined in its press release of January 21, 2020, have been released to the Company as a result of the closing of the Merger Transaction. A total of 4,204,563 Common Shares have been issued pursuant to the escrow closing for gross proceeds of CAD$0.75 per Common Share, resulting in gross proceeds of CAD$3,153,422.25 being released from escrow to the Company. A total of 70,550,650 Common Shares are outstanding following completion of the Merger Transaction, including exchange of the subscription receipts and issuance Common Shares pursuant to the escrow closing.
As part of the Merger Transaction, the board of directors of the Company was reconstituted to consist of Messrs. Jonathan Gluckman (formerly Chief Executive Officer and co-founder of 6th Wave), John Veltheer (formerly Chief Executive Officer of the Company), James McKenzie, Peter Manuel and Scot Robinson. Mr. Gluckman has been appointed Chief Executive Officer, Mr. Veltheer has been appointed Chief Financial Officer and Mr. Sherman McGill, co-founder of 6th Wave, has been appointed Executive Vice President.
Additional information regarding the business of the Company and the biographical details of management and the board of directors can be found in the Company's CSE Form 2A Listing Statement, which will be filed on SEDAR prior to the commencement of trading of the Common Shares on the CSE.
Pursuant to the rules of the CSE and National Policy 46-201 - Escrow for Initial Public Offerings, all common shares, options, and warrants held by officers, directors, promoters and 10% shareholders will be deposited into escrow for a period of 36 months. In total, 17,859,810 common shares, 1,860,000 options, 6,043,224 warrants and the Affinity Loan will be subject to escrow with Computershare Trust Company of Canada as escrow agent prior to completion of the listing.
Early Warning Reporting
Prior to the closing of the Merger Transaction, Affinity Nano held no securities of the Company. As a result of the Merger Transaction, including the debt settlements, Affinity Nano holds 10,302,250 Common Shares, representing 14.6% of the issued and outstanding Common Shares of the Company, and warrants to acquire an additional 4,397,000 Common Shares. The Common Shares and warrants are held by Affinity Nano for investment purposes, and are subject to escrow as provided above. Affinity Nano may, from time to time, acquire additional shares, dispose of some or all of the existing or additional shares, or continue to hold the shares of the Company in the normal course of investment activities.
Affinity Nano is an investment holding company incorporated in the Cayman Islands with head office located at PO Box 309, Ugland House George Town Grand Cayman, Cayman Islands KY1-1104. An early warning report pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues will be filed on SEDAR under the Company's issuer profile.
ON BEHALF OF THE BOARD OF DIRECTORS
"John Veltheer"
John Veltheer, CFO & Director
For information, please contact the Company:
Suite 830, 1100 Melville Street
Vancouver, BC V6E 4A6
Phone: (604) 562-6915
E-mail: john@veltheer.com
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Cautionary Notes
This press release includes certain statements that may be deemed "forward-looking statements" including statements regarding the expected listing of the Company on the Exchange. All statements in this release, other than statements of historical facts, that address future events or developments that the Company expects, are forward looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual events or developments may differ materially from those in forward-looking statements. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause the Company's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the Company failing to satisfy the Exchange listing conditions.
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