ATW Venture to acquire Gullewa project
ATW Venture Corp (C:ATW)
Shares Issued 43,138,356
Last Close 4/17/2008 $0.78
Friday April 18 2008 - News Release
Mr. Brent Butler reports
ATW CLOSES PURCHASE OF GULLEWA GOLD MINE PROJECT
ATW Venture Corp. has signed a definitive agreement with Batavia Mining Ltd. to acquire 100 per cent of the Gullewa gold copper project and its assets. The Gullewa project is located 450 kilometres north of Perth, 160 km east of Geraldton and 300 km southwest of ATW's 100-per-cent-owned Burnakura gold mine in the Yilgarn goldfields of Western Australia.
The Gullewa project includes a total of 756 square km 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, and the Michelangelo and Monarch prospects.
Mining infrastructure assets of the Gullewa project include a turnkey gold operation with a carbon-in-leach plant capable of up to 300,000 tonnes per year 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, 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 $13-million (Australian) and two million shares of ATW as follows:
- Within 14 days of the date of the acceptance for filing of the definitive agreement with the TSX Venture Exchange and the completion of a National Instrument 43-101 geological report concerning the Gullewa project, $3-million (Australian) and two million shares of ATW Venture Corp.;
- On or before the 12-month anniversary of the first payment being made to Batavia, $3-million (Australian);
- On or before the 24-month anniversary of the first payment being made to Batavia, $3-million (Australian);
- On or before the earlier of the 36-month anniversary of the first payment being made to Batavia or the completion of a positive bankable feasibility study by ATW, $4-million (Australian).
Provided that the market price of the shares of ATW is greater than or equal to $1.00 (Canadian), Batavia may, at its election, choose to:
- Be paid in shares of ATW for up to $3-million (Australian) of the second payment at the market price of the shares of ATW at the time of the second payment;
- Be paid in shares of ATW for up to $3-million (Australian) of the third payment at the market price of the shares of ATW at the time of the third payment;
- Be paid in shares of ATW for up to $4-million (Australian) 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, payable within 30 days of the date hereof, of $300,000 (Australian) on the purchase of the Gullewa project which Batavia agrees to use to engage in a regional exploration 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 $13-million (Australian) of payments described above.
Geophysical exploration, using 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 finance 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 $3-million (Australian) and the issuance of the two million 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-V 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 finder's fee of 5 per cent, payable as 278,000 common shares and $500,000, was payable on the acquisition of the Gullewa project. The finder's 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, turnkey gold mines with extensive infrastructure and underground development already in place," says Brent Butler, president and chief executive officer. "These assets move us closer to our corporate goal of becoming a mid-tier gold producer."
© 2008 Canjex Publishing Ltd.