VANCOUVER, British Columbia, Dec. 02, 2024 (GLOBE NEWSWIRE) -- Atelier Meats Corp. (the "Company") is pleased to announce a proposed brokered private placement of special warrants of the Company (each, a "Special Warrant"), to be conducted by Canaccord Genuity Corp., as the sole agent, (the "Agent") on a commercially reasonable best efforts basis, pursuant to which the Company will offer at least 6,000,000 Special Warrants at a price of $0.50 per Special Warrant (the "Offering Price") for gross proceeds of at least $3,000,000 (the "Brokered Offering").

Concurrently with the Brokered Offering, the Company intends to complete a non-brokered offering of Special Warrants at the Offering Price for gross proceeds of at least $1,000,000 on the same terms as the Brokered Offering (the "Non-Brokered Offering", collectively with the Brokered Offering, the "Offerings").

Each Special Warrant will entitle the holder thereof to receive, without any further action on the part of the holder or payment of any additional consideration, one unit of the Company (each, a "Unit"). Each Unit shall consist of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $0.60 at any time prior to the date that is 24 months from the Closing Date (as defined herein).

All unexercised Special Warrants will automatically be exercised into Units on the ‎day (the "Qualification Date") that is the earlier of (i) four (4) months ‎and a day following Closing Date (as ‎defined herein), and (ii) as soon as ‎reasonably practicable, and in any event no later than the third (3ʳᵈ) ‎business day, after a receipt is issued for the Final Prospectus (as defined herein).

The Company will‎ prepare and file a preliminary prospectus and a final ‎‎prospectus (the "Final Prospectus") with each of the securities ‎regulatory ‎authorities in the provinces of Canada in which the Special ‎Warrants are sold (the ‎‎"Jurisdictions") and obtain a receipt thereof, ‎qualifying the distribution of the Units underlying the Special ‎Warrants, ‎in compliance with applicable securities law. In the event that the Company has not received a receipt for the Final ‎Prospectus within 60 days following the Closing Date, each ‎unexercised Special Warrant will thereafter entitle the holder thereof to ‎receive upon the exercise thereof, at no additional consideration, one-‎and-one-tenth (1.10) Unit (instead of one Unit) (the additional ‎Units are ‎collectively referred to as "Penalty Units"). ‎Any ‎fractional entitlement to Penalty Units will be rounded down to the ‎‎nearest whole Penalty Unit‎.‎

The Company has agreed to pay the Agent a commission equal to 7.0% of the aggregate proceeds of the Brokered Offering payable in cash or Special Warrants, or any combination of cash or Special Warrants at the sole option of the Agent ("Agent's Fee"), as well as a corporate finance fee of $100,000 payable in cash ("Corporate Finance Fee"). In addition, subject to compliance with all required regulatory approvals, the Company will issue to the Agent such number of compensation options (each, an "Agent's Options") as is equal to 7.0% of the aggregate Special Warrants sold under the Brokered Offering, each of which will entitle the Agent to purchase one Unit at the Offering Price at any time prior to the date that is 24 months from the ‎Closing Date.

The Special Warrants will be offered for sale to purchasers in: (i) all provinces of Canada, except Quebec, pursuant to available private ‎placement exemptions under National Instrument 45-106 Prospectus ‎Exemptions; (ii) the United States on a private placement basis pursuant to available exemptions from the registration requirements under the United States Securities Act of 1933, as amended ("U.S. Securities Act"); and (iii) offshore jurisdictions agreed upon between the Company and the Agent pursuant to available prospectus or registration exemptions in accordance with applicable laws.

Closing of the Offerings is expected to take place on such date or dates as agreed to by the Company and the Agent (the "Closing Date"), but closing of the Non-Brokered Offering may take place at a different time and/or date from that of the Brokered Offering, in the Company's sole discretion.

The net proceeds of the Offerings will be used for advancing the development of patents and products, continuing the new product research and development with the University of Rutgers for commercialization including making outstanding payments to the University of Rutgers, for expenses relate to the Offering as well as marketing and general working capital.

The Offerings are intended to be undertaken in connection with the Company's proposed direct listing of its common shares on the Canadian Securities Exchange ("CSE") (the "Transaction").

The Company is a reporting issuer in Alberta and British Columbia. The Special Warrants will be issued pursuant to a private placement and until a receipt is issued for the Final Prospectus, the Special Warrants will be subject to a hold period under applicable Canadian securities laws expiring on the date that is four months and a day following the Closing Date.

Listing of the Company's Common Shares on the CSE

It is a condition of the proposed Transaction that the Company receive all required board, shareholder, third party, and regulatory approvals, as applicable, and that the Company receives conditional approval to list its common shares on the CSE. In connection therewith, the Company has filed a listing application with the CSE, in accordance with the policies of the CSE. Upon listing, it is expected that the Company's common shares will trade under the ticker symbol "STKK".

This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities of the Company in the United States. The securities of the Company have not been and will not be registered under 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.

About Atelier Meats Corp.

Atelier Meats Corp. stands out in the cultured meat industry with its groundbreaking scaffold technology, designed to address the key challenge of scalability that has hindered many other companies. By providing a structural framework for lab-grown cells to grow into complex meat cuts, the Company's proprietary solution enables the efficient and cost-effective production of high-quality cultured meat at scale. With two pending patents, the Company's technology offers a competitive edge and a licensing model that could empower other companies in the industry to overcome scalability obstacles. This positions the Company as a vital player in driving the cultured meat sector toward widespread adoption and market viability.

Further Information Please Contact

Atelier Meats Corp.

Leighton Bocking

Interim Chief Executive Officer and Director

Email: info@ateliermeats.com

Website: www.ateliermeats.com

Cautionary Statement Regarding Forward-Looking Information

This news release contains forward-looking statements relating to the timing and completion of the Transaction, the future operations of the Company, the completion of the Offerings, obtaining the receipt of Final Prospectus, the listing application, conditional approval and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Transaction, the Offerings and the future plans and objectives of the Company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions to completion of the Transaction set forth above and other risks detailed from time to time in the filings made by the Company with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company, cannot guarantee that the Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company disclaims any intention and assumes no obligation to update or revise any of the forward-looking statements herein to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise except as expressly required by Canadian securities law.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

NO RECOGNIZED SECURITIES EXCHANGE ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OF THIS NEWS RELEASE, WHICH HAS BEEN PREPARED BY MANAGEMENT OF THE COMPANY.