AtmanCo Inc.
TSX VENTURE : ATW

AtmanCo Inc.

October 06, 2016 09:00 ET

AtmanCo Issues a $2.0 Million Convertible Debenture and Completes its Acquisition of VoxTel

MONTREAL, QUEBEC--(Marketwired - Oct. 6, 2016) - AtmanCo inc. ("AtmanCo" or the "Company") (TSX VENTURE:ATW), a leader and innovator in web psychometric test solutions for the corporate market and the consumer market, announces today that it has completed its previously-announced issuance of a convertible debenture in the principal amount of $2.0 million to Groupe Gestion G5 Inc. (the "Lender"). The debenture will mature after 5 years, bears interest at an annual rate of 10.0% and is convertible into common shares of AtmanCo at a price of $0.085 per share the first year and at a price of $0.10 per share thereafter. To secure its obligations under the debenture, the Company has granted a lien on all of its property in the Lender's favour. The Company has also issued to the Lender a total of 5 million share purchase warrants expiring after 5 years, each giving the holder the right to acquire one common share of AtmanCo at a price of $0.10 after one year. The Lender also has the right to nominate a candidate for director on the Company's board, as well as a first of first refusal in the case of a subsequent equity offering.

The president of Groupe Gestion G5 Inc. is Mr. André Imbeau. In 2001, Mr. Imbeau was named Chief Financial Executive of the year by Canadian Business and in 2004, received an honorary doctorate from Université du Québec de Chicoutimi.

"We are pleased to have Mr. André Imbeau join our team. He is a major contributor to Quebec, and AtmanCo will greatly benefit from his expertise and experience," said Michel Guay, President and CEO of AtmanCo.

Acquisition of VoxTel

The Company also announces that it has completed its previously-announced acquisition of VoxTel and Informationtelcharge.com, for a total purchase price of $3.0 million. Subject to certain adjustments, that price is payable as follows: $1.45 million in cash at closing, the assumption of a $0.2 million line of credit, $0.6 million as a balance of sale payable over 5 years starting 6 months after closing, the issuance at closing of 5,612,514 common shares and 5,101,771 subscription receipts convertible into common shares having an aggregate value of $0.75 million. Each subscription receipt is convertible into a common share, without payment of any further consideration, if following that conversion the holder would hold (directly or indirectly) less than 10% or more of AtmanCo's common shares, including those held by joint actors.

For more information on the private placement and the acquisition, please see the Company's press releases dated June 9, 2016 and September 27, 2016.

Additional information regarding the Company is available on SEDAR www.sedar.com

The TSX Venture Exchange and its Regulatory Services provider (as per meaning assigned to this term in TSX Venture Exchange's policies) bear no liability as to the relevance or accuracy of this press release.

ABOUT ATMANCO

AtmanCo is the publisher of a scientifically validated psychometric test. Through the HR cloud platform or the application program interface (API), the results allow the companies to optimize the talents of their human capital by improving the recruiting and organizational development success rate. AtmanCo's solutions also enable impacting the major consumer market by easily integrating them with our partners' technological solutions.

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