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Atlas One Capital Signs Letter of Intent to Acquire Ramsden Metals, Targeting Critical-Mineral Exploration in Labrador
Atlas One Capital Corp. (TSXV: ACAP.P), a capital‑pool vehicle on the TSX Venture Exchange, announced on July 14, 2026 that it has entered into a binding letter of intent with Ramsden Metals Inc., a privately held Canadian mineral explorer. The agreement, dated July 12, 2026, outlines the terms under which Atlas One will acquire all of Ramsden Metals’ issued and outstanding common shares. The move is designed to qualify Atlas One for a reverse takeover under the TSXV’s Capital Pool Company (CPC) policy.
Under the proposed arrangement, the transaction will take the form of a three‑cornered amalgamation, plan of arrangement or other structure that will be finalized in a definitive agreement no later than August 31, 2026. Once completed, the combined entity will be referred to as the Resulting Issuer.
Ramsden Metals’ flagship asset is the Eagle’s Nest Critical Metals Project, an early‑stage exploration site covering roughly 88.3 square kilometres in central Labrador, about 125 kilometres north of Churchill Falls. The project sits on the Michikamats intrusive complex and a prominent circular magnetic anomaly. No mineral resource has yet been defined.
The company has been accepted into the Government of Newfoundland and Labrador’s Junior Exploration Assistance Program, which can reimburse up to 75 % of approved exploration expenditures, capped at $225,000 for a $300,000 program. Ramsden plans to conduct high‑resolution airborne geophysics, prospecting, geological mapping and systematic sampling to advance the Eagle’s Nest project.
Atlas One’s cash and near‑cash assets were approximately C$44,000 as of December 31, 2025. The company will file a filing statement or management information circular on SEDAR+ detailing the transaction, the concurrent financing, and the Resulting Issuer. Atlas One shares are currently halted from trading and will remain so until the TSXV determines that the transaction has closed and the resulting issuer is listed.
A concurrent financing is planned to raise capital for exploration and transaction costs. Ramsden Metals is already completing a seed financing of up to C$1 million, priced at C$0.05 per share. The proceeds will fund the Eagle’s Nest project, cover transaction costs, support the Resulting Issuer’s listing, and provide working capital.
The transaction is subject to several conditions: execution of a definitive agreement, no material adverse changes, necessary consents and approvals from the TSXV and shareholders, completion of a name change, filing of an NI 43‑101 technical report acceptable to the TSXV, satisfactory due diligence, and other standard closing conditions. The parties have agreed that the transaction will not be a non‑arm’s‑length qualifying transaction, so Atlas One’s shareholders do not need to approve it.
If the transaction closes, the Resulting Issuer will be listed as a Tier 2 mining issuer on the TSXV, with Ramsden Metals as its primary operating subsidiary. The name of the combined company will be chosen by Ramsden Metals.
The press release notes that the TSXV has not approved or disapproved the transaction and that the exchange has no responsibility for the adequacy of the information. Investors are cautioned that trading in Atlas One shares is highly speculative.
Key dates and next steps include the negotiation of the definitive agreement, the completion of the concurrent financing, the filing of the technical report, and the TSXV’s conditional approval. The outcome of these steps will determine whether the Resulting Issuer can begin trading and whether Ramsden Metals’ Eagle’s Nest project can receive additional capital.
The deal represents a typical use of the CPC program, allowing a private exploration company to access public markets through a capital pool vehicle. It also illustrates the growing interest in critical‑metal projects in Canada’s northern regions.
The transaction remains contingent on regulatory approvals and shareholder consent. No further details are available at this time.
Under the proposed arrangement, the transaction will take the form of a three‑cornered amalgamation, plan of arrangement or other structure that will be finalized in a definitive agreement no later than August 31, 2026. Once completed, the combined entity will be referred to as the Resulting Issuer.
Ramsden Metals’ flagship asset is the Eagle’s Nest Critical Metals Project, an early‑stage exploration site covering roughly 88.3 square kilometres in central Labrador, about 125 kilometres north of Churchill Falls. The project sits on the Michikamats intrusive complex and a prominent circular magnetic anomaly. No mineral resource has yet been defined.
The company has been accepted into the Government of Newfoundland and Labrador’s Junior Exploration Assistance Program, which can reimburse up to 75 % of approved exploration expenditures, capped at $225,000 for a $300,000 program. Ramsden plans to conduct high‑resolution airborne geophysics, prospecting, geological mapping and systematic sampling to advance the Eagle’s Nest project.
Atlas One’s cash and near‑cash assets were approximately C$44,000 as of December 31, 2025. The company will file a filing statement or management information circular on SEDAR+ detailing the transaction, the concurrent financing, and the Resulting Issuer. Atlas One shares are currently halted from trading and will remain so until the TSXV determines that the transaction has closed and the resulting issuer is listed.
A concurrent financing is planned to raise capital for exploration and transaction costs. Ramsden Metals is already completing a seed financing of up to C$1 million, priced at C$0.05 per share. The proceeds will fund the Eagle’s Nest project, cover transaction costs, support the Resulting Issuer’s listing, and provide working capital.
The transaction is subject to several conditions: execution of a definitive agreement, no material adverse changes, necessary consents and approvals from the TSXV and shareholders, completion of a name change, filing of an NI 43‑101 technical report acceptable to the TSXV, satisfactory due diligence, and other standard closing conditions. The parties have agreed that the transaction will not be a non‑arm’s‑length qualifying transaction, so Atlas One’s shareholders do not need to approve it.
If the transaction closes, the Resulting Issuer will be listed as a Tier 2 mining issuer on the TSXV, with Ramsden Metals as its primary operating subsidiary. The name of the combined company will be chosen by Ramsden Metals.
The press release notes that the TSXV has not approved or disapproved the transaction and that the exchange has no responsibility for the adequacy of the information. Investors are cautioned that trading in Atlas One shares is highly speculative.
Key dates and next steps include the negotiation of the definitive agreement, the completion of the concurrent financing, the filing of the technical report, and the TSXV’s conditional approval. The outcome of these steps will determine whether the Resulting Issuer can begin trading and whether Ramsden Metals’ Eagle’s Nest project can receive additional capital.
The deal represents a typical use of the CPC program, allowing a private exploration company to access public markets through a capital pool vehicle. It also illustrates the growing interest in critical‑metal projects in Canada’s northern regions.
The transaction remains contingent on regulatory approvals and shareholder consent. No further details are available at this time.
