ATW Venture Corp (ATW: TSX-V) (Frankfurt: A3N),
("ATW" or "the Company"), is pleased to announce that it
has signed a Definitive Agreement ("the Agreement") with Batavia
Mining Limited (ASX Listed: "BTV") (the "Vendor" or
"Batavia") to acquire 100% of the Gullewa Gold Copper Project and
its assets (the "Gullewa Project"). 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.
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 Michelangelo 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.
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.
TERMS OF THE AGREEMENT
The Agreement provides 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:
a. 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.;
b. on
or before the twelve (12) month anniversary of the First Payment being made
to Batavia, AUD$3,000,000 (the "Second Payment");
c. 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
d. 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. Batavia
is retaining the Rock Steady and Brandy Hill iron ore deposits which lie
within two of the mineral tenements comprising the Gullewa Project.
The acquisition of the Gullewa Project
is also subject to approval of Batavia's shareholders.
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 Company
has retained Stephen Godden of S. Godden & Associates Ltd. to finalize
the NI 43-101 compliant geological report on the Gullewa Project.
A finders fee (the "Finder's
Fee") of 5%, payable as 278,000 common shares and $500,000 was payable
on the acquisition of the Gullewa Project. The Finders Fee is split
between two parties and is payable not upon closing of the acquisition, but
in tranches as the Company makes payments for Gullewa.
The Finder's Fee is subject to final approval from the TSX Venture Exchange.
"We are excited about acquiring the
Gullewa Project. The acquisition of the Burnakura Gold Mine and the
Gullewa Gold Mine puts ATW in the envious position of having two fully
permitted, production ready, turn-key gold mines with extensive
infrastructure and underground development already in place." 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."