ATW Venture Corp (ATW: TSX-V) (Frankfurt: A3N), ("ATW" or
"the Company"), is pleased to announce that it has entered into a
Letter of Intent ("LOI") to acquire 100% of the Gullewa Gold Copper
Project and its assets (the "Gullewa Project") located in the West
Yilgarn goldfields of Western Australia, 300km south west of ATW's 100% owned
Burnakura Gold Mine.
The Gullewa Project includes a total of 756 km2 of
mineral tenements that cover the prospective central and southern portions of
the Gullewa Greenstone Belt and include the Gullewa Mining Centre, the Deflector
Deposit, the Prince George Mine, the Michaelangelo and Monarch Prospects.
Mining infrastructure assets of the Gullewa Project
include a turn-key gold operation with a Carbon-In-Leach plant capable of up
to 300,000 tpa (tonne per annum) gold production, a licensed tailings
disposal facility, a 50-person camp, offices, workshops, bore fields and
haulage roads. The site is currently on care and maintenance.
The vendor of the Gullewa Project is Batavia Mining
Limited (ASX Listed: "BTV") (the "Vendor" or
"Batavia"). Batavia
is retaining the Rock Steady and Brandy Hill iron ore deposits which lie
within two of the mineral tenements comprising the Gullewa Project.
PROJECT,
LOCATION AND GEOLOGICAL INFORMATION
The Gullewa Project is located 450 km north of
Perth, 160 km east of Geraldton and 300km south west of ATW's 100% owned
Burnakura Gold Mine in the Yilgarn goldfields of Western Australia.
Batavia
has disclosed, on its website, www.bataviamining.com.au, and in disclosure
documents prepared for the ASX, geological information and JORC resource
calculations for the Gullewa Project's Deflector Deposit.
The acquisition of the Gullewa Project is subject to
its acceptance for filing with the TSX-Venture Exchange and preparation of an
NI 43-101 compliant geological report.
The acquisition of the Gullewa Project is also
subject to approval of Batavia's shareholders.
TERMS OF THE LETTER OF INTENT
The terms of the LOI require the parties to enter
into a Definitive Agreement within thirty (30) days or the LOI will
terminate.
The LOI states that the Definitive Agreement shall
provide for the payment and/or issuance, by ATW Venture Australia Pty Ltd. (ATW's
Australian subsidiary) to Batavia, of a total of AUD$13,000,000 and 2,000,000
shares of ATW as follows:
1.
within fourteen (14)
days of the date of the acceptance for filing of the Definitive Agreement
with the TSX-Venture Exchange and the completion of an NI 43-101 geological
report concerning the Gullewa Project, AUD$3,000,000 (the "First
Payment") and 2,000,000 shares of ATW Venture Corp.;
2.
on or before the
twelve (12) month anniversary of the First Payment being made to Batavia,
AUD$3,000,000 (the "Second Payment");
3.
on or before the twenty four (24) month anniversary of the First
Payment being made to Batavia, AUD$3,000,000 (the "Third Payment");
and
4.
on or before the earlier of the thirty six (36) month
anniversary of the First Payment being made to Batavia or the completion of a
positive bankable feasibility study by ATW, AUD$4,000,000 (the "Fourth
Payment").
(the payments (the "Payments") in sections 2(a) to (d) to be
referred to, collectively, as the "Purchase Price").
Provided that
the market price of the shares of ATW is greater than or equal to Cdn$1.00,
Batavia may, at its election, choose to:
(a)
be paid in shares of ATW for up to AUD$3,000,000 of the Second Payment at the
market price of the shares of ATW at the time of the Second Payment;
(b) be paid in shares of ATW for up to AUD$3,000,000
of the Third Payment at the market price of the shares of ATW at the time of
the Third Payment; and
(c) be paid in shares of ATW for up to AUD$4,000,000
of the Fourth Payment at the market price of the shares of ATW at the time of
the Fourth Payment.
The
acquisition of the Gullewa Project will, in the Definitive Agreement, be
conditional upon ATW agreeing to provide to Batavia a non-refundable payment
(the "Exploration Payment"), payable within thirty (30) days of the
date hereof, of AUD$300,000 on the purchase of the Gullewa Project which
Batavia agrees to use to engage in a regional exploration program (the
"Program") on the area of the Gullewa Project. Payment of the
Exploration Payment is conditional upon ATW first approving the
Program. The Exploration Payment is made in addition to the AUD$13,000,000
of Payments described above.
Geophysical
exploration, utilizing gravity and aeromagnetic surveying, has proven
effective at Gullewa, the Deflector Deposit being discovered from drill
testing an aeromagnetic target. Given the vast size of the mineral
tenement package and the existence of other geologic prospects on the
property, the Exploration Payment will fund a gravity geophysical survey
during the second quarter of 2008.
Transfer to
ATW of the assets comprising the Gullewa Project is to occur upon payment of
the First Payment of AUD$3,000,000 and the issuance of the 2,000,000 shares
of ATW. In the event that ATW does not make any of the Payments above,
then its must transfer title to the Gullewa Project and assets back to
Batavia. Until the Payments are all made to complete the Purchase
Price, Batavia retains a security interest in the assets comprising the
Gullewa Project.
"We are
excited about acquiring the Gullewa Project" says Brent Butler,
President and CEO. "These assets move us closer to our corporate goal of
becoming a mid-tier gold producer."
For more
information, please visit the company website at www.atwventure.com or contact
Luke Norman at 604 662-8184.
ATW VENTURE CORP.
"Brent
Butler"
Brent Butler
President & CEO
"The
TSX Venture Exchange does not accept responsibility for the adequacy or
accuracy of this release."
"This
news release may contain forward -looking statements. Forward-looking
statements address future events and conditions and therefore involve
inherent risks and uncertainties. Actual results may differ materially
from those currently anticipated in such statements."
"This
news release does not constitute an offer to sell or a solicitation of an
offer to sell any securities in the United States. The securities have
not been and will not be registered under the United States Securities Act of
1933, as amended (the "US Securities Act") or any state securities
laws and may not be offered or sold within the United States or to US Persons
unless registered under the US Securities Act and applicable state securities
laws or an exemption from such registration is available."