Atomic Minerals Announces Non-Brokered Life Offering and Concurrent Private Placement of up to $1.8M and Adoption of Shareholder Rights Plan
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Symbol: TSX-V: ATOM
FSE: DO80
OTCID: ATMMF
ATOMIC MINERALS ANNOUNCES NON-BROKERED LIFE OFFERING AND
CONCURRENT PRIVATE PLACEMENT OF UP TO $1.8M AND ADOPTION OF
SHAREHOLDER RIGHTS PLAN
Not for Distribution to US Newswire Services or Dissemination in the United States of America
Vancouver, British Columbia – November 19, 2025 – Atomic Minerals Corporation (TSXV: ATOM)
(“Atomic Minerals” or the “ Company”) is pleased to announce a non -brokered private placement
pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45 -106 –
Prospectus Exemptions (the “Listed Issuer Financing Exemption”) of up to 12,000,000 units (“Units”)
at a price of $0.05 per Unit, for gross proceeds of up to $600,000 (the “Life Offering”). The Company
is concurrently completing a non-brokered private placement of up to 24,000,000 Units at a price of
$0.05 per Unit, for gross proceeds of up to $1,200,000 (the "Concurrent Private Placement").
Each Unit will consist of one common share in the capital of the Company (a “Share”) and one-half of
one common share purchase warrant (each whole warrant, a “ Warrant”). Each Warrant will entitle
the holder to acquire one Share at a price of $0.10 per Share for a period of 12 months from the date
of issuance, provided that the Warrants issued under the LIFE Offering will not be exercisable for a
period of 60 days after the date of issue.
The LIFE Offering is available to purchasers’ resident in Canada, except Québec, pursuant to the Listed
Issuer Financing Exemption. The Concurrent Private Placement is available to purchasers’ resident in
Canada pursuant to other prospectus exemptions of NI 45-106. The securities offered under the LIFE
Offering will not be subject to a hold period in accordance with applicable Canadian securities laws .
The securities offered under the Concurrent Private Placement will be subject to a statutory hold
period in Canada ending on the date that is four months plus one day following the closing date of
the Concurrent Private Placement.
There is an offering document related to the LIFE Offering that can be accessed under the Company’s
profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at: www.atomicminerals.ca.
Prospective investors should read this offering document before making an investment decision.
Clive Massey, President & CEO, commented: “We continue to advance our Saskatchewan and U.S.-
based uranium projects at a time when domestic uranium supply remains a strategic priority. This
financing will strengthen our ability to carry out the next phase of exploration at the Mozzie Lake
project and the Colorado Plateau projects. We appreciate the ongoing support of our shareholders as
we work to unlock value across our portfolio.”
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The Company expects to pay finders' fees to eligible parties in accordance with applicable securities
laws and the policies of the TSX Venture Exchange (the “TSXV”). The finders' fees will consist of cash
of between 5% -8% of the proceeds raised under the LIFE Offering and the Concurrent Private
Placement and finder warrants equal to up to 8% of the Units sold under the LIFE Offering and
Concurrent Private Placement. Each finder warrant will be exercisable to acquire one Share at a price
of $0.10 for a period of one year. Closing of the LIFE Offering and the Concurrent Private Placement
is subject to customary regulatory approvals, including approval of the TSXV.
The Company intends to use the net proceeds of the LIFE Offering and the Concurrent Private
Placement to fund exploration activities at its uranium projects located in Saskatchewan and the
Colorado Plateau region of the United States and for general administrative expenses.
The securities offered have not been and will not be registered under the United States Securities Act
of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered
or sold within the United States or to or for the account or benefit of U.S. persons (as defined in
Regulation S under the U.S. Securities Act) unless registered or exempt from registration. This new s
release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the
United States.
Adoption of Shareholder Rights Plan
The Company also announces that its board of directors (the “Board”) has approved the adoption of
a shareholder rights plan (the "Plan"), dated effective October 14, 2025 (the "Effective Date").
The adoption of the Plan is intended to ensure, to the extent possible, that all shareholders of the
Company are treated fairly and equally in connection with any unsolicited take -over bid or other
acquisition of control of or a significant interest in the Company and to protect against acquisitions
of control of the Company through purchases of Shares that are exempt from applicable Canadian
take-over bid rules, also referred to as "creeping" take-over bids. The Plan will also ensure the Board
is provided with adequate time to consider and evaluate take -over bids and other acquisitions and,
if appropriate, identify, develop and negotiate any value -enhancing alternatives. The Plan has not
been adopted in response to any pending or threatened take-over bid, and the Company is not aware
of any such efforts. The Plan is similar to rights plans adopted by other Canadian companies and
ratified by their shareholders.
Under the provisions of the Plan, one right (a " Right") was issued and attached to each Share
outstanding as of Effective Date, and one Right will be attached to each future Share issued after the
Effective Date. The issuance of the Rights will not change the manner which shareholders trade their
Shares, and the Rights will automatically attach to the Shares with no further action required by
shareholders. The Rights will only become exercisable if a person (an " Acquiring Person"), together
with certain affiliates related to such person, becomes the beneficial owner of 20% or more of the
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outstanding voting securities of the Company without complying with the "permitted bid" provisions
of the Plan or otherwise as part of acquisitions exempt from the provisions of the Plan. Upon a person
becoming an Acquiring Person, holders of Rights (other than the Acquiring Person and certain parties
related to the Acquiring Person) will be entitled to exercise their Rights to purchase Shares at a
discount to the then market price for the Shares.
The provisions of the Plan are governed by a shareholder rights plan agreement between the
Company and Computershare Investor Services Inc. as Rights Agent, dated as of the Effective Date
(the " Plan Agreement"). The Plan has been conditionally approved by the TSXV and is effective
immediately, but subject to ratification by the Company's shareholders within six months of its
adoption. The Company will be seeking shareholder ratification of the Plan at its annual general
meeting of its shareholders scheduled to be held on November 21, 2025 (the "Meeting"). A summary
of the principal terms and conditions of the Plan is set out in the Company's Information Circular
mailed prior to the Meeting. A copy of the Plan Agreement will be filed on SEDAR+.
Atomic Minerals Engages Independent Trading Group as Market Maker
Atomic Minerals has, subject to regulatory approval including the approval of the TSX Venture
Exchange ("TSXV"), engaged the services of Independent Trading Group ( "ITG") to provide market -
making services in accordance with TSXV policies. ITG will trade shares of the Company on the TSXV
and all other trading venues with the objective of maintaining a reasonable market and improving
the liquidity of the Company's common shares.
Under the agreement, ITG will receive compensation of CAD$6,000 plus GST per month, payable
monthly in advance. The agreement is for an initial term of one month and will renew for additional
one-month terms unless terminated. The agreement may be terminated by either party with 30 days'
notice. There are no performance factors contained in the agreement and ITG will not receive shares
or options as compensation. ITG and the Company are unrelated and unaffiliated entities and as of
the date hereof, neither ITG nor its principals have an interest, directly or indirectly, or any right or
intent to acquire such an interest, in the securities of the Company.
About Independent Trading Group
ITG is a Toronto based CIRO dealer -member that specializes in market making, liquidity provision,
agency execution, ultra -low latency connectivity, and bespoke algorithmic trading
solutions. Established in 1992, with a focus on market structure, execution and trading, ITG has
leveraged its own proprietary technology to deliver high quality liquidity provision and execution
services to a broad array of public issuers and institutional investors.
About Atomic Minerals Corporation.
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Atomic Minerals Corporation is a publicly listed exploration company on the TSXV, trading under the
symbol ATOM, led by a highly skilled management and technical team with a proven track record in
the junior mining sector. Atomic Minerals' objective is to identify exploration opportunities in regions
that have been previously overlook ed but are geologically similar to those with previous uranium
discoveries. These underexplored areas hold immense potential and are in stable geopolitical and
economic environments.
Atomic Minerals' property portfolio contains uranium projects in three locations within North
America, all of which have significant technical merit and or are known for hosting uranium
production in the past. Four of the properties are located on the Colorado Plateau, an area which has
previously produced 597 million pounds of U3O8; the Mozzie Lake project is located in the prolific
Athabasca Basin region in Northern Saskatchewan and the Mont-Laurier project is located in Quebec.
For additional information about the Company and its projects, please visit our website
at www.atomicminerals.ca
ON BEHALF OF THE BOARD OF DIRECTORS
“Clive H. Massey”
Clive H. Massey
President & Chief Executive Officer
For further information, please contact:
T: (604) 341-6870
W: www.atomicminerals.ca
Cautionary Statement on Forward Looking Information
Certain statements made and information contained herein may constitute "forward -looking information" and
"forward-looking statements" within the meaning of applicable Canadian and United States securities legislation.
These statements and information are based on facts currently available to the Company and there is no assurance
that actual results will meet managemen t's expectations. Forward -looking statements and information may be
identified by such terms as "anticipates", "believes", "targets", "estima tes", "plans", "expects", "may", "will",
“speculates”, "could" or "would". These forward-looking statements or information relate to, among other things:
the completion of the Life Offering and the Concurrent Private Placement ; the intended use of proceeds from the
Life Offering and the Concurrent Private Placement; the receipt of all necessary approvals for the completion of the
Life Offering and the Concurrent Private Placement, including the approval of the TSXV; the impact of the Plan; the
shareholder ratification of the Plan, and the timing thereof; receipt of final approval of the Plan from the TSXV; the
engagement of ITG and the expected services to provided by ITG.
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Such forward-looking information and statements are based on numerous assumptions, including among others,
that the Company will complete the Life Offering and the Concurrent Private Placement on the terms as anticipated
by management, that the Company will receive all necessary approvals for the completion of the Life Offering and
the Concurrent Private Placement, including the approval of the TSXV, that the Plan will have the impact currently
anticipated by management, that the shareholder will ratify the Plan within six months of adoption, that the
agreement with ITG will be carried out as expected and won’t be terminated earlier, that the Company will receive
final approval for the Plan from the TSXV. Although the assumptions made by the Company in providing forward -
looking information or making forward-looking statements are considered reasonable by management at the time,
there can be no assurance that such assumptions will prove to be accurate and actual results and future events
could differ materially from those anticipated in such statements.
All of the forward -looking statements made in this document are qualified by these cautionary statements.
Important factors that could cause actual results to differ materially from the Company’s plans or expectations
include risks relating to the failure to complete the LIFE Offering and the Concurrent Private Placement in the
timeframe and on the terms as anticipated by management, market conditions, metal prices, risks relating to the
Company not receiving all necessary approvals for the completion of the Life Offering and the Concurrent Private
Placement, including the approval of the TSXV, risks relating to the impacts of the Plan, risks relating to shareholder
ratification of the Plan within six months of adoption, risks relating to final approval of the Plan being granted by
the TSXV , that the ITG agreement will be t erminated early or will not be carried out as expected . Although the
Company has attempted to identify important factors that could cause actual results to differ materially from those
contained in forward -looking information, there may be other factors that cause results not to be as anticipated,
estimated, forecast or intended and readers are cautioned that the foregoing list is not exhaustive of all factors and
assumptions which may have been used. Should one or more of these risks and uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking
information. Accordingly, there can be no assurance that forward-looking information will prove to be accurate and
forward-looking information is not a guarantee of future performance. Readers are advised not to place undue
reliance on forward -looking information. The forward -looking information contained herein speaks only as of the
date of this document. The Company disclai ms any intention or obligation to update or revise forward –looking
information or to explain any material difference between such and subsequent actual events, except as required
by applicable law.
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.