Atlas One Capital signs letter of intent with Ramsden Metals

Toronto, Ontario, July 14, 2026 (GLOBE NEWSWIRE) -- Atlas One Capital Corporation (TSXV: ACAP.P) (the “ Corporation ” or “ Atlas One ”), a capital pool company listed on the TSX Venture Exchange (“ TSXV ”), has entered into a binding letter of intent with Ramsden Metals Inc. (“ Ramsden Metals ”) dated July 12, 2026 (the “ Letter of Intent ”) in respect of a proposed business combination transaction pursuant to which Atlas One will acquire all of the issued and outstanding securities of Ramsden Metals (the “ Proposed Transaction ”). It is anticipated that the Proposed Transaction will constitute the qualifying transaction of Atlas One in accordance with Policy 2.4 - Capital Pool Companies of the Corporate Finance Manual (the “ CPC Policy ”) of the TSXV. The resulting company following the completion of the Proposed Transaction is referred to as the “ Resulting Issuer ”.

All currency references used in this news release are in Canadian currency unless otherwise noted. About Ramsden Metals Ramsden Metals is a privately held Canadian mineral exploration company focused on identifying, acquiring and advancing critical-mineral opportunities in North America. Ramsden Metals’ principal asset is the Eagle’s Nest Critical Metals Project, an early-stage exploration property comprising approximately 88.3 square kilometres of mineral claims located approximately 125 kilometres north of Churchill Falls in central Labrador.

The property is centred on the Michikamats intrusive complex and a prominent circular magnetic anomaly. Historical information available for the area includes government-sponsored regional geophysical and geochemical datasets, together with a limited private-sector prospecting and rock-sampling program completed in 2010. Ramsden Metals is planning an exploration program expected to include high-resolution airborne geophysics, prospecting, geological mapping and systematic sampling to improve geological understanding and develop targets for future exploration.

No mineral resource has been defined on the property. Ramsden Metals has been accepted into the Government of Newfoundland and Labrador’s Junior Exploration Assistance Program and, subject to the terms of the program and the eligibility of expenditures, is eligible for reimbursement of 75% of approved exploration expenditures, up to a maximum of $225,000 based on an approved $300,000 exploration program. Ramsden Metals also intends to evaluate opportunities to build a broader portfolio of critical-mineral assets in North America.

Summary of the Proposed Qualifying Transaction The Letter of Intent contemplates that Ramsden Metals and Atlas One will negotiate and enter into a definitive agreement in respect of the Proposed Transaction on or before August 31, 2026 (the “ Definitive Agreement ”), pursuant to which it is anticipated that Atlas One will acquire all of the issued and outstanding Ramsden Metals common shares (the “ Ramsden Metals Shares ”), and shareholders of Ramsden Metals will receive Atlas One common shares (the “ Atlas One Shares ”) in exchange for their Ramsden Metals Shares. The Proposed Transaction will be structured as a three-cornered amalgamation, plan of arrangement or other structure based on the advice of the parties' respective advisers and taking into account various securities, tax, operating and other considerations. It is anticipated that the Resulting Issuer will continue the business of Ramsden Metals under a name to be determined by Ramsden Metals (the “ Name Change ”).

The business of the Resulting Issuer will initially be primarily focused on the exploration and advancement of the Eagle's Nest Critical Metals Project in central Labrador and, over time, the identification, evaluation and acquisition of additional critical-mineral opportunities in North America. Certain Atlas One Shares to be issued pursuant to the Proposed Transaction are expected to be subject to restrictions on resale or escrow under the policies of the TSXV, including the securities to be issued to principals (as defined under the TSXV policies), which will be subject to the escrow requirements of the TSXV. The completion of the Proposed Transaction is subject to a number of terms and conditions, including the following: negotiation and execution of the Definitive Agreement; there being no material adverse changes in respect of either Atlas One or Ramsden Metals; the parties obtaining all necessary consents, orders, regulatory and shareholder approvals, including the conditional approval of the TSXV; completion of the Name Change and any other required corporate changes requested by Ramsden Metals, acting reasonably; completion of the Concurrent Financing (as defined below); completion and filing of a NI 43-101 compliant technical report acceptable to the TSXV; satisfactory completion of due diligence by each party on the other party; and other standard conditions of closing for a transaction in the nature of the Proposed Transaction.

The Proposed Transaction does not constitute a Non-Arm's Length Qualifying Transaction (as that term is defined in the CPC Policy) and, accordingly, is not expected to require the approval of Atlas One's shareholders. There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met. Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 mining issuer on the TSXV, with Ramsden Metals as its primary operating subsidiary.

Concurrent Financing In connection with the Proposed Transaction, the parties intend to complete a concurrent financing (the “ Concurrent Financing ”) of securities of Ramsden Metals to be priced in the context of the market. The Concurrent Financing may be structured as a common share offering, a subscription receipt offering, or such other form of security as determined by Ramsden Metals and Atlas One based on discussions with investors. Except pursuant to the Seed Financing described below, the Concurrent Financing, the transactions contemplated by the Letter of Intent or with the prior written consent of the other party, neither party will issue any shares or securities convertible into or exercisable for shares prior to the closing of the Proposed Transaction.

Ramsden Metals is currently completing a previously commenced non-brokered private placement of Ramsden Metals Shares at a price of $0.05 per share for aggregate gross proceeds of up to $1,000,000 (the "Seed Financing"). The Seed Financing is separate from the Concurrent Financing, and securities issued pursuant to the Seed Financing will form part of Ramsden Metals' capitalization prior to completion of the Proposed Transaction. The net proceeds of the Concurrent Financing are expected to be used to fund exploration and advancement of the Eagle's Nest Critical Metals Project, costs associated with the Proposed Transaction and the listing of the Resulting Issuer, and the working capital requirements of the Resulting Issuer.

Further particulars regarding the Concurrent Financing will be disclosed in subsequent news releases relating to the Proposed Transaction. The parties acknowledge that an agent may be engaged (the " Agent ") to act as agent on a "commercially reasonable efforts" basis for the Concurrent Financing, and in connection therewith may be paid a commission in an amount to be determined. Information Concerning Atlas One Atlas One is a capital pool company and its common shares (" Common Shares ") are listed for trading on the TSXV under the symbol "ACAP.P".

As at December 31, 2025, Atlas One had cash and near cash assets, net of liabilities, of approximately C$44,000. Filing Statement In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, Atlas One will file a filing statement or a management information circular on its issuer profile on SEDAR+ ( www.sedarplus.com ) , which will contain details regarding the Proposed Transaction, Ramsden Metals, the Concurrent Financing, and the Resulting Issuer. Reinstatement to Trading In accordance with the policies of the TSXV, the Atlas One shares are currently halted from trading and will remain so until such time as the TSXV determines, which, depending on the policies of the TSXV, may not occur until completion of the Proposed Transaction.

For further information, please contact: David Rosenkrantz President, CEO, CFO and Director at 416-865-0123 Information concerning Ramsden Metals, including the proposed directors of the Resulting Issuer, has been provided to the Corporation by Ramsden Metals for inclusion in this press release. The scientific and technical information concerning the Eagle's Nest Critical Minerals Project contained in this news release has been reviewed and approved by Dr. E. Max Baker, FAusIMM, Senior Geological Advisor to Ramsden Metals and a "qualified person" as defined in National Instrument 43-101 (“ NI 43-101 ”) – Standards of Disclosure for Mineral Projects. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to Exchange Requirements (as that term is defined in the policies of the TSXV), majority of the minority shareholder approval.

Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

Trading in the securities of a capital pool company should be considered highly speculative. The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

The securities referenced herein have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States. Cautionary and Forward-Looking Statements This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation.

All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes”, "intends” or variations of such words and phrases or stating that certain actions, events or results “may”, “could, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: the Proposed Transaction and certain terms and conditions thereof; the business of Ramsden Metals; the exploration and advancement of the Eagle's Nest Critical Metals Project; the Concurrent Financing; TSXV sponsorship requirements and intended application for exemption therefrom; shareholder, director and regulatory approvals; and future press releases and disclosure.

Forward looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, Atlas One assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.