Aton Announces Shares for Debt Settlement

Not for distribution to United States newswire services or for dissemination in the United States

VANCOUVER, BC / ACCESSWIRE / March 21, 2024 / Aton Resources Inc. (TSX-V:AAN) ("Aton" or the "Corporation") is pleased to announce is pleased to announce that, further to its news release of September 26, 2023, it has settled a total of CAD$6,314,013.87 in debt (the "Debt") to OU Moonrider ("Moonrider"), a significant shareholder of the Corporation, in exchange for 28,700,063 common shares (the "Shares") at a price of $0.22 per Share (the "Shares for Debt Transaction").

Foto: Accesswire

The Shares for Debt Transaction is a "related party transaction" under Multilateral Instrument 61-101, as Moonrider is a control person of the Corporation. The Shares for Debt Transaction was considered by the board of the Corporation excluding Moonrider nominee Tonno Vahk. The Shares for Debt Transaction is exempt from the valuation and majority of the minority shareholder approval requirements of MI 61-101 as (a) the Corporation is in serious financial difficulty, (b) the Shares for Debt Transaction is designed to improve the financial position of the issuer, (c) the Corporation has one or more independent directors in respect of the transaction, and (d) the Corporation's board of directors, acting in good faith, has determined, and at least two-thirds of the Corporation's independent directors, acting in good faith, have determined that (a) and (b) above apply and that the terms of the Shares for Debt Transaction are reasonable in the circumstances of the Corporation.

All Shares issued will be subject to a four-month hold period, expiring July 21, 2024.

Early Warning:

• On March 20, 2024, pursuant to a debt settlement, Moonrider acquired 28,700,063 Shares at a deemed price of $0.22 per Share for total consideration of C$6,314,013.87.
• Prior to the acquisition, Moonrider beneficially owned, controlled, or directed an aggregate of 61,001,726, Shares, representing approximately 61.77% of the outstanding Shares of Aton on a non-diluted basis.
• Following the acquisition, Moonrider beneficially owns, controls, or directs an aggregate of 89,701,789 Shares representing approximately 70.38% of the outstanding Shares of Aton on a non-diluted basis.
• Moonrider may, depending on market or other conditions, increase or decrease its beneficial ownership, control or direction over, or exercise its current rights to acquire, Shares through market transactions, private agreements or otherwise.
• Moonrider's head office is located at Toompuiestee 37, 10133 Tallinn, Estonia. Aton's head office is located at 1700 - 666 Burrard Street, Vancouver, BC V6C 2X8.
• This press release is being disseminated as required by National Instrument 62-103 - The Early Warning System and Related Take Over Bids and Insider Reporting Issuers in connection with the filing of an early warning report.
• An early warning report will be electronically filed by Moonrider with the applicable securities commission in each jurisdiction where Aton is reporting and will be available on Sedar Plus at www.sedarplus.ca.

About Aton Resources Inc.