ATW Tech Inc. (TSXV:ATW) signed a letter of intent to acquire Neos Group Inc. for CAD 3.1 million on June 21, 2022. As part of the Transaction, ATW acquires all of the outstanding shares of the capital stock of NEOS for a total purchase price of CAD 3,107,572. This price is payable at closing by the issuance to the sellers of 48,421,827 shares of ATW at a deemed price of CAD 1,452,655, the issuance of convertible debentures for a total amount of CAD 825,000, the assumption of a debt of NEOS by ATW in the estimate amount of CAD 403,026, the assumption of a seller's debt to NEOS in the amount of CAD 176,891 and the cash payment of an amount of CAD 250,000. The convertible debentures issued are interest-free and are payable by ATW within one year of the closing date of the Transaction. Prior to or on the maturity date of the debentures, the debentures may be converted into common shares of the Company, the number of shares being calculated by dividing the total amount to be converted by CAD 0.05. Immediately following the closing date of the Transaction, the Vendors of NEOS (the ?Vendors?) will own approximately 15.2% of the issued and outstanding shares of ATW on a non-diluted basis and 19.4% on a partially diluted basis, if the debentures were converted. However, it should be noted that none of the Vendors will individually hold more than 10% of ATW's outstanding shares, either on a non-diluted or partially diluted basis. The shares issued pursuant to the Transaction are subject to a restricted trading period of four months in accordance with applicable securities legislation. The Transaction remains subject to a number of closing conditions, including the approval of the TSX Venture Exchange.

ATW Tech Inc. (TSXV:ATW) completed the acquisition of Neos Group Inc. on August 30, 2023.