February 19, 2009
ATW Gold Corp. (ATW: TSX-V) (“ATW” or the “Company”) is pleased to announce that it has arranged a CAD $6 million private placement financing (the “Offering”) of five year unsecured convertible redeemable debentures (the “Debentures”).
Becher McMahon Capital Markets Inc. (the “Agent”) will act as the exclusive adviser and lead agent in connection with the Offering. The Agents have an oversubscription right to place up to an additional CAD $4 million of the Debentures and the financing is expected to close on or before March 18, 2009, subject to TSX-Venture Exchange and any other required regulatory approvals. The Agent may syndicate the Offering.
The terms of the Debenture financing can be summarized as follows:
| Offering: |
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Up to 6,000 Debentures at CAD $1,000 per debenture for gross proceeds of CAD $6,000,000 |
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| Oversubscription Right: |
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Up to 4,000 Debentures at CAD $1,000 per debenture for gross proceeds of CAD $4,000,000 |
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| Maturity Date: |
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Five years from Closing Date |
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| Interest Rate: |
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12% per annum payable quarterly in arrears |
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| Conversion Right: |
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Each Debenture may be converted by the holder, at any time after the Closing Date and prior to the earlier of the Maturity Date and the last business day specified for redemption, into units of the Corporation consisting of 1,000 common shares and 500 common share purchase warrants. Each warrant will entitle the holder to purchase one common share prior to the Maturity Date at a price of $1.35 per share. |
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| Debenture Redemption: |
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The Company may, at any time after 12 months following the Closing Date and prior to the Maturity Date, redeem each Debenture for its par value in cash provided that the volume weighted average price of the common shares for a period of thirty (30) consecutive trading days prior to the date of the redemption notice is equal to or greater than CAD $1.50. Upon redemption, the Company must also pay a 7% redemption fee to the holder of the Debenture. |
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| Security: |
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The Debentures will be unsecured obligations of the Company. |
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| Agent’s Fee: |
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The Agent will receive a 7% cash commission on the sale of the Debentures. In addition, the Agent will be issued agent’s warrants (the “Agent’s Warrants”) entitling the Agent to subscribe, for a period of 24 months following the Closing Date, for that number of shares, at a price of $1.00 per share, as is equal in number to 7% of the aggregate principal amount of Debentures issued under the Offering. |
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| Use of Proceeds: |
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The net proceeds of the Offering will be used by the Company to fund its ongoing operations at the Burnakura Gold Mine and for general working capital purposes including, possibly, further exploration and development of its other properties. |
Brent Butler, President and CEO of the Company commented, “This financing provides sufficient working capital during the recommencement phase at the Burnakura Gold Mine. The funds will also allow us to advance the Gullewa Gold Mine to production ready status. These are exciting times for ATW Gold Corp. Gold production is commencing at a time of record AUD gold prices currently trading over $1500 AUD/oz.”
About Becher McMahon Capital Markets Inc.: Becher McMahon Capital Markets Inc. Is an independent Limited Market Dealer with offices in Toronto, Ontario and Montreal, Quebec that specializes in mezzanine financings for mining, energy, technology and health sciences companies. For more information please visit their website at www.bmcapitalmarkets.com.
To find out more about ATW Gold Corp. please contact investor relations at 604-662-8184 or email investor@atwgold.com. You may also visit our website at www.atwgold.com.
ATW GOLD 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.” |
