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Cision Canada
5 days ago
- Business
- Cision Canada
ACQUISITION OF COMMON SHARES AND WARRANTS OF ATLAS ENERGY CORP. BY MARK HODGSON
CALGARY, AB, July 7, 2025 /CNW/ - Pursuant to the early warning requirements of applicable Canadian securities laws, Mark Hodgson (" Acquiror") reports that, on June 19, 2025, the Acquiror, together with joint actors, acquired an aggregate of 80,000,000 common shares (" Common Shares") in the capital of Atlas Energy Corp. (" Atlas" or the " Company") and 80,000,000 Common Share purchase warrants (" Warrants") for a total purchase price of $4.0 million under a non-brokered private placement of 300,000,000 Common Shares and 300,000,000 units (" Units") of the Company at a price of CDN$0.05 per Common Share and Unit, as applicable (the " Private Placement"). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of CDN$0.05 (the " Exercise Price") per Common Share at any time prior to June 19, 2025. The Warrants will vest and become exercisable as to one-third upon the 10-day weighted average trading price of the Common Shares (the " Market Price") equaling or exceeding 50% above the Exercise Price, an additional one-third upon the Market Price equaling or exceeding 75% above the Exercise Price and a final one-third upon the Market Price equaling or exceeding 100% above the Exercise Price. Concurrent with the Private Placement, the Company: (a) changed its name to "Atlas Energy Corp." from "Willow Biosciences Inc."; (b) consolidated its Common Shares on the basis of one (1) post-consolidation Common Share for every five (5) pre-consolidation Common Shares (the " Consolidation"); (c) appointed a new management team (the " New Executive Team") led by Mark Hodgson as President and Chief Executive Officer, Travis Doupe as Chief Financial Officer, Don Kornelsen as Vice President, Commercial, Ryan Giroux as Vice President, Corporate Development and Blair Anderson as Vice President, Geoscience of the Company and Richard Naden as a Senior Executive; and (d) reconstituted its board of directors, with the new board being comprised of Mark Hodgson, Richard F. McHardy, Gary Brown, Glenn McNamara and Scott Price. For the purposes of this Press Release, all figures are presented on a post-Consolidation basis. The New Executive Team will focus on investing in producing and growth-oriented oil and gas assets aligned with their prior operating expertise. With a disciplined and diversified strategy, the Company will aim to acquire economic interests in undercapitalized assets that have been overlooked amid recent shifts in capital allocation within the industry. The portfolio will be structured to manage risk and capture upside by balancing exposure across jurisdictions, asset stages, commodity price dynamics and offtake structures. The Company is uniquely positioned as one of the only royalty and streaming platforms dedicated to international oil and gas - offering a rare opportunity to generate strong shareholder returns in an underserved segment of the market. Immediately following the completion of the Private Placement, Acquiror beneficially owned or controlled, directly or indirectly, 80,000,000 Common Shares and 80,000,000 Warrants pursuant to the Private Placement, representing 12.71% (on a non-diluted basis) and 22.55% (on a fully diluted basis) of the voting securities of the Company. Prior to the Private Placement, Acquiror did not hold any securities of Atlas. Acquiror acquired the Common Shares and Warrants for investment purposes and may, in the future, increase or decrease its ownership of securities of Atlas, directly or indirectly, from time to time depending upon, among other things, the business and prospects of Atlas and future market conditions. For further details regarding the acquisition of the Common Shares and Warrants described above, see the Early Warning Report dated July 4, 2025, available on the Company's SEDAR+ profile. SOURCE Mark Hodgson
Cision Canada
08-05-2025
- Business
- Cision Canada
WILLOW BIOSCIENCES INC. RECEIVES FIRM COMMITMENTS OF $30.0 MILLION UNDER PREVIOUSLY ANNOUNCED RECAPITALIZATION FINANCING
CALGARY, AB, May 8, 2025 /CNW/ - Willow Biosciences Inc. (the " Company") (TSX: WLLW) (OTCQB: CANSF) is pleased to announce that it has received firm commitments to purchase an aggregate of $30.0 million of equity securities pursuant to the previously announced non-brokered private placement (the " Private Placement"), with demand significantly exceeding that amount. The completion of the Private Placement for proceeds of $30.0 million is expected to occur on or about June 19, 2025, subject to certain closing conditions, including the approval of the TSX Venture Exchange (the " TSXV") pursuant to the TSXV Sandbox program and the completion of a consolidation of the common shares of the Company (the " Common Shares") on the basis of one post-consolidation Common Share for every five pre-consolidation Common Shares (the " Consolidation"). The Company also announces that a special meeting of its shareholders will be held on June 16, 2025 (the " Meeting") to consider for approval, among other things, a resolution approving the Consolidation. Additional information concerning the Meeting will be disclosed in the management information circular which will be filed with Canadian securities regulators and will be available on the SEDAR+ profile of the Company at Following listing on the TSXV pursuant to the TSXV Sandbox program, the recapitalized Company will be an international upstream royalty and streaming company focused on the identification, acquisition, management and monetization of a well-diversified portfolio of international upstream oil and gas royalty and streaming transactions led by Mark Hodgson as President and Chief Executive Officer, Travis Doupe as Chief Financial Officer, Don Kornelsen as Vice President, Commercial, Ryan Giroux as Vice President, Corporate Development and Blair Anderson as Vice President, Geoscience of the Company and Richard Naden as a Senior Executive. The Company will also evaluate royalty and streaming opportunities in the North American market should such opportunities become available at similar attractive metrics. Reader Advisory Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Completion of the transactions described herein and in the press release dated May 7, 2025 (collectively, the " Transaction") is subject to a number of conditions, including but not limited to, the acceptance of the TSXV. There can be no assurance that the Transaction will be completed as proposed or at all. This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. Investors are cautioned that, except as disclosed in a TSXV Form 2B – Listing Application to be prepared and filed in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative. The TSX Venture Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this press release. Investors are advised that the Company is expected to be listed on TSXV as a TSXV Sandbox Listing as the Company will not meet all TSXV's listing requirements at the time of listing. For details on TSXV Sandbox, please visit ( resources/tsx-venture-exchange-issuer resources/tsxv-sandbox). Forward-Looking and Cautionary Statements This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning: the size, terms and completion of the Private Placement and the expected composition of the new executive team; the application to the TSXV in respect of the Transaction; the completion, ratio and timing of the Consolidation; and the recapitalized Company's corporate strategy. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company, including expectations and assumptions concerning the Transaction, the Consolidation, the TSXV and regulatory approvals and the satisfaction of other closing conditions. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because the Company can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to, the parties being unable to obtain the required TSXV approvals, fluctuations in commodity prices, changes in industry regulations and political landscape both domestically and abroad, foreign exchange or interest rates, stock market volatility, the imposition or expansion of tariffs imposed by domestic and foreign governments or the imposition of other restrictive trade measures, retaliatory or countermeasures implemented by such governments, including the introduction of regulatory barriers to trade and the potential effect on the demand and/or market price for the oil and gas production and/or otherwise adversely affects the Company, the availability of investment opportunities meeting the new executive team's investment criteria, the retention of key management and employees and obtaining required approvals of regulatory authorities. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. All dollar figures included herein are presented in Canadian dollars, unless otherwise noted. SOURCE Willow Biosciences Inc.
