ATW to Purchase Burnakura Gold Mine Project Concurrent Financing of up to Cdn$8,400,000
October 17, 2007
ATW Venture Corp (ATW: TSX-V)
(Frankfurt: A3N), ("ATW" or "the Company"), is pleased to announce that it has entered into a definitive agreement (the "Agreement") to purchase 100% of the Burnakura Gold Mine Project and its assets (collectively, the "Burnakura Project") located in the West Yilgarn goldfields of Western Australia.
The purchase of the Burnakura Project (the "Acquisition") includes a turn-key gold operation with a CIL plant capable of 440tpd gold production, infrastructure including offices, workshops and a 90 person camp.
The purchase also includes a total of 58.8 km2
of claims that lie in a historical gold belt over the Burnakura shear zone that, according to internal records of previous owners and Western Australia Mines Department records, has to date produced 216,000oz of gold from shallow oxide pits and recently approximately 30,000oz of gold from underground.
CONCURRENT FINANCING FOR PROCEEDS OF UP TO CDN$8,400,000
The Company has appointed PI Financial Corp. and Haywood Securities Inc. (collectively, the "Agents") to act as co-lead Agents for the Company's financing (the "Offering") of up to 14,000,000 Subscription Receipts (the "Subscription Receipts") at a price of $0.60 per Subscription Receipt. The gross proceeds of the Offering (the "Escrowed Funds"), will be held in escrow on behalf of the subscribers by a Canadian trust company or other escrow agent (the "Escrow Agent"), acceptable to the Company and the Agents and invested in short term investment grade debt obligations as agreed to by the Company or the Agents.
Each Subscription Receipt will be exercisable, for no additional consideration into one unit (a "Unit") of the Company upon conditions precedent to the Acquisition being satisfied, approval for the Acquisition being received, and the Agents being satisfied with their due diligence (collectively, the "Release Conditions"). Each Unit shall be comprised of one common share and one-half of one common share purchase warrant exercisable for a period of two years from the date the Escrowed Funds are released from escrow (the "Release Date") at an exercise price of $0.80 per share except that if over a period of 20 consecutive trading days between the date that is 4 months following the Closing Date and the expiry of the Warrant, the daily volume weighted average trading price of the common shares on the TSX Venture Exchange, or such other stock exchange where the majority of the trading volume occurs, exceeds $1.25 on each of those 20 consecutive days, the Company may give notice in writing to the Warrant holders within 30 days of such an occurrence that the Warrants shall expire at 4:00 p.m. (Vancouver time) on the 30th day following the giving of such notice unless exercised by the holders prior to such date.
The Agents will receive a commission of 7.0% of the gross proceeds of the Offering on the Release Date. The Agents may elect to receive the fee in cash or, in whole or in part, in units of the Company at a deemed price equal to the offering price with such units having the same terms as the Units of the Offering.
In addition, the Agents will receive compensation options equal in number to 8.0% of the number of Subscription Receipts sold under the Offering. Each compensation option will entitle the Agents to purchase one common share at a price of $0.65 for a period of two years from the Release Date.
Proceeds of the Financing are to be used primarily to fund the Company's acquisition of the Burnakura Project and for working capital purposes.
THE TERMS OF THE AGREEMENT
The Agreement between Tectonic Resources NL ("Tectonic"), Extract Resources Limited ("Extract"), Burnakura PTY Limited ("Burnakura", a wholly owned subsidiary of Extract) (Tectonic, Extract and Burnakura being, collectively, the "Vendors") and ATW call for the following purchase terms for the Burnakura Project:
ATW is to:
(a) Pay to the Vendors cash consideration of AUD$4,000,000 (including the Deposit in (d) below);
(b) Issue to the Vendors 5,000,000 ATW ordinary shares;
(c) Issue to the Vendors 5,000,000 ATW warrants exercisable for a period of three (3) years or such other maximum term as may be acceptable under the policies of the TSX-Venture Exchange at an exercise price of $0.79; and
(d) Pay to the Vendors, within two (2) business days of the execution of the Letter of Intent, a non-refundable deposit (the "Deposit") of AUD$100,000 which Deposit has been paid.
ATW must also, under the terms of the Agreement, pay Western Australian stamp duty of up to 5% on the value of the Acquisition and applicable Australian GST of up to 10% on the value of the Acquisition. The Company anticipates, and has been advised by Australian counsel, that the GST will be credited against any taxes payable on production revenues from the Burnakura Project.
The Agreement is conditional upon TSX Venture Exchange approval, completion of the Offering, and upon the Company completing a NI 43-101 geological report regarding the Burnakura Project.
A finder's fee of up to 1,000,000 shares, or such other number of shares as is permitted under the policies of the TSX Venture Exchange, is payable to an arm's length party in connection with the Acquisition.
The Company intends to file the Agreement as an exhibit to a material change report and, as a result, its full terms and conditions may be read by accessing the Company's public documents filed at www.sedar.com
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INFORMATION REGARDING THE BURNAKURA PROJECT AND ITS PRODUCTION AND OWNERSHIP HISTORY
Project Location
The Burnakura project is located in the western part of the Yilgarn craton, Western Australia, home to deposits of gold, nickel, bauxite, mineral sands and tantalum. Past production from the western Yilgarn exceeds 17,000,000 ounces of gold production.
The project lies in the Murchison gold mineral field some 50 kilometres south of the township of Meekatharra, that has a population of approximately 1000 people. Meekatharra is a mid west town accessed by a paved highway 764 kilometres north of the capital city Perth. The town is a major supply centre for pastoral and mining in the Murchison district.
Current Ownership & History
The project is currently owned by two parties; Extract Resources Limited (EXT) and Tectonic Resources NL (TTR). Extract originally purchased the project and brought Tectonic in as an operating partner. In 2005, Extract and Tectonic agreed to commence underground production by creating a portal and decline access to ore below the "NOA 2 open cut". Milling began late 2005 and ceased early 2007.
A change in commodity focus for both companies (in particular, a wish for Extract to focus on uranium and Tectonic to focus on base metals) led to their decision to divest the asset and enter into the Agreement with ATW.
Prior to underground production from 2005 to 2007, the Burnakura Project was mined during the 1990's for shallow open cut oxide to supplement an existing operation some 25km away.
Current JORC Resources
In 2005 and subsequently, Extract and Tectonic publicly released JORC compliant estimates of the resources or reserves at the Burnakura Gold Mine.
These estimates and the news releases of Extract and Tectonic are available from various sources. Extract Resources Limited (ASX: EXT) and Tectonic Resources NL (ASX: TTR) are both publicly traded companies in Australia, trading on the ASX.
The Company cautions readers that, while NI 43-101 and CIM Guidelines do accept JORC estimates when they are reconciled to CIM Guidelines and, in particular, to CIM definitions and classifications, the JORC estimates made available by Extract and Tectonic have not been reconciled to CIM Guidelines, nor have the estimates (or the geology associated with them) been independently confirmed by the Company.
As stated above, the Company is presently completing an NI 43-101 geological report (the "Report") to provide both itself and investors with NI 43-101 compliant information regarding the Burnakura Project.
Investors are also cautioned that most of the JORC resources reported by the Vendors of the Burnakura Project lie above 100m in depth and little drilling has been completed below 100m (in fact, only 1.6% of the total drilling).
Historically, controls on the mineralization have been poorly understood. East-west structural controls played an important part in hydrothermal fluid movement and gold deposition. Grades up to 25g/t have been intersected in these zones. Due to the paucity of core drilling below surface, these domains have not been modeled. It is only recent underground mining that has highlighted the importance of these structures.
Potential Exploration
The potential of the Burnakura Assets has not been fully ascertained or explored and the Company intends to conduct further exploration in conformity with recommendations to be made in the Report.
While the exact exploration program the Company would undertake has not been determined yet, and will not be determined until the Report is completed, the Company will likely incorporate known structural information obtained from underground mining and implement a drilling program.
ADDITIONAL COMMENTS
The planned acquisition of the Burnakura Project reflects ATW's goal to develop into a junior producer with a portfolio of properties at various stages of development. When completed, the Burnakura Project acquisition would be the most advanced of the Company's properties but the Company will continue to explore and develop its Argentina and British Columbia properties.
"This is an exciting opportunity for ATW." says Brent Butler, President and CEO, "When we succeed in closing and in bringing the Burnakura Project back to production we will have, in our first year, become a junior gold producer. We look forward to the challenges we are facing in the coming year."
Brent Butler, President and CEO of ATW Venture Corp. is the qualified person under National Instrument 43-101 and has reviewed the contents of this news release.
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."
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