From TSX on ATW
VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 13, 2008) - ATW Venture Corp.
(TSX VENTURE:ATW)(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:
(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.
"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."
ATW VENTURE CORP.
Brent Butler, President & CEO
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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