American Atomics closes $1.92-million private placement

Executive Summary

• American Atomics Inc. has closed its previously announced upsized non-brokered private placement, raising aggregate gross proceeds of $1.92 million.
• The financing includes the issuance of 7.68 million units, with additional units issued to satisfy a debt conversion transaction with a creditor/director.
• Net proceeds are designated for a transaction with Big Indian Prospectors LLC, working capital, and general/administrative expenses.

Key Details

• Offering Size and Proceeds: The private placement consists of 7.68 million units for aggregate gross proceeds of $1.92 million.
• Unit Structure: Each unit comprises one common share and one-half of one share purchase warrant.
• Warrant Terms: Warrants are exercisable to acquire additional shares at an exercise price of $0.35 per share for a period of 24 months from issuance.
• Debt Conversion: The company issued 322,000 units to creditor Terry Lynch to satisfy $80,500 in outstanding debt obligations. These units carry the same terms as the private placement units.
• Use of Proceeds: Funds will support the definitive agreement with Big Indian Prospectors LLC (announced Oct. 27, 2025), working capital, and general and administrative expenses.
• Finder’s Fees: The company paid eligible finders aggregate cash commissions of $30,100, representing 7% of the gross proceeds raised from purchasers introduced by such finders.
• Insider Participation: Certain directors subscribed for 330,000 units for gross proceeds of $82,500. This is classified as a related party transaction under Multilateral Instrument 61-101, relying on exemptions from valuation requirements and minority shareholder approval as the value does not exceed 25% of market capitalization.
• Hold Period: Units issued in the offering and the debt settlement are subject to a four-month hold period (expiring four months and one day from issuance) in accordance with applicable securities laws.

Notable Quotes

• "We are very pleased to have closed this upsized financing and for the strong market interest that it received. We look forward to now working to complete our definitive agreement with Big Indian in the days ahead and continuing to push forward with our plans for American Atomics." — David Mitchell, Chief Executive Officer