Artrari One Capital Corp. Announces Private Placement Financing and Debt Settlement

Artrari One Capital Corp. Announces Private Placement Financing and Debt Settlement

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CALGARY, AB, Oct. 14, 2025 /CNW/ - Artrari One Capital Corp. ("Artrari" or the "Corporation") (TSXV: AOCC.P) is pleased to announce a non-brokered private placement offering (the "Offering") of up to 4,492,440 common shares of the Corporation (each, a "Share") at a price of $0.02 per Share for gross proceeds of up to $89,848.80. The Corporation is further pleased to announce that has entered into agreements to settle an aggregate of $10,232 of outstanding indebtedness (the "Debt") through the issuance of Shares at a deemed price of $0.02 per Share (the "Debt Settlement").

Private Placement Offering

Approximately 90% of the net proceeds raised from the Offering will be used to pay outstanding invoices, including legal and audit fees and the balance of proceeds will be used to fund general working capital as Artrari continues to pursue a Qualifying Transaction, as defined in Policy 2.4 of the TSX Venture Exchange ("TSXV") Corporate Finance Manual (the "Manual"). As the Corporation is relying on the Minimum Price Exception permitted by the TSXV, which allows for the issuance of Shares at less than $0.05 per Share, the Corporation confirms that no more than 10% of the proceeds will be used for payments to non-arm's length parties of the Corporation, nor will any of the proceeds be used to compensate persons conducting investor relations activities.

The Corporation does not anticipate payment of any finders' fees in connection with the Offering.

All securities issued in connection with the Offering will be subject to a hold period under applicable Canadian securities laws expiring four months and one day from the date of closing of the Offering. The Offering is subject to receipt of all necessary regulatory approvals, including acceptance by the TSX Venture Exchange.

It is anticipated that certain insiders of the Corporation may participate in the Offering and the Debt Settlement. Specifically, Jeffrey Snowdon, Chief Financial Officer, intends to subscribe for 1.92% of the Offering and convert $1,921 amount of Debt as part of the Debt Settlement. Such participation will constitute a "related party transaction" within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, and the Corporation expects to rely on the exemptions from the formal valuation and minority shareholder approval requirements provided under those instruments on the basis that the fair market value of the insider participation does not exceed 25% of the Corporation's market capitalization. The Offering and the Debt Settlement were approved by the independent directors of the Corporation. 

Debt Settlement

The Debt Settlement is being made pursuant to a debt settlement agreement dated the date hereof pursuant to which certain administrative fees were paid on Artrari's behalf by certain third parties. As noted, Mr. Snowdon intends to convert $1,921 amount of Debt as part of the Debt Settlement and is a non-arm's length party.

Subject to TSXV approval, the Shares to be issued pursuant to the Debt Settlement will be issued at a deemed price of $0.02 per Share. All securities issued under the Debt Settlement will be subject to a four month hold period from the date of issuance.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. 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 unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.

About Artrari

Artrari is a "capital pool company" as defined in Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange Corporate Finance Manual which completed its initial public offering on January 4, 2024. The common shares of Artrari are listed for trading on the TSXV under the stock symbol AOCC.P. Artrari has not commenced commercial operations and has no assets other than cash. The officers of the Corporation are Reece Torode, Chief Executive Officer, Jeffrey Snowdon, Chief Financial Officer and Frank Sur, Corporate Secretary. Except as specifically contemplated in the TSXV's CPC policy, until the completion of its Qualifying Transaction, the Corporation will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward- Looking Statements

This news release contains certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable securities legislation. All statements, other than statements of historical fact, included herein, without limitation, statements relating the future operating or financial performance of the Corporation, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved.

Forward-looking statements in this news release relate to, among other things, the completion of the Offering on the terms as anticipated by management, that the Corporation will receive all necessary approvals for the completion of the Offering, including the approval of the TSX Venture Exchange and the intended use of proceeds from the Offering. Actual future results may differ materially. 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. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the Corporation, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, the TSX Venture Exchange not approving the Offering and management's discretion to reallocate the use of proceeds. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these items. The Corporation does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by applicable securities laws.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

SOURCE Artrari One Capital Corp.