ATW Venture Corp.

ATW Venture Corp.

December 03, 2007 09:00 ET

ATW Closes Financing of Cdn$8,400,000, Update on Burnakura Acquisition

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 3, 2007) - ATW Venture Corp. (TSX VENTURE:ATW)(FRANKFURT:A3N) ("ATW" or "the Company") is pleased to announce that it has closed the Company's financing (the "Offering") of 14,000,000 subscription receipts (the "Subscription Receipts") at a price of $0.60 per Subscription Receipt, by a syndicate of agents co-led by PI Financial Corp. and Haywood Securities Inc (the "Agents"). The gross proceeds of the Offering (the "Escrowed Funds") $8,400,000, are held in escrow on behalf of the subscribers by the Company's trust and transfer agent, Computershare Trust Company of Canada (the "Escrow Agent"), in a low risk interest bearing account. The Offering was being conducted in conjunction with the Company's acquisition of the Burnakura Gold Mine Project in Western Australia (the "Burnakura Acquisition").

The Offering was closed in two tranches; the first tranche (the "First Tranche") being for 11,450,000 Subscription Receipts and the second tranche (the "Second Tranche") being for 2,550,000 Subscription Receipts.

Each Subscription Receipt issued is exercisable, for no additional consideration, into one unit (a "Unit") of the Company on the date (the "Release Date") on which conditions precedent to the Burnakura Acquisition are satisfied, final Exchange approval for the Burnakura Acquisition is received, and the Agents being satisfied with their due diligence (collectively, the "Release Conditions").

Each Unit is comprised of one common share and one-half of one common share purchase warrant exercisable for a period of two years from 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 common shares underlying the Units and other securities issued (including the compensation options issued to the Agents and described below) are subject to a hold period expiring on March 29, 2008 (as to the First Tranche) and March 30, 2008 (as to the Second Tranche).

The Agents will receive a commission of 7.0% of the gross proceeds of the Offering on the Release Date. The Agents may on the Release Date elect to receive the fee in cash or, in whole or in part, in Units of the Company at a deemed price equal to price of Subscription Receipts in 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 on the Release Date. Each compensation option entitles 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 Offering are to be used primarily to fund the Company's Burnakura Acquisition and for working capital purposes.

The Offering is subject to its final acceptance for filing with the TSX-Venture Exchange.


The Company today submitted to the TSX-Venture Exchange final documentation, including a geological report (the "Geological Report"), relating to the Burnakura Acquisition.

The Company intends to file the Geological Report on SEDAR once an initial TSX-Venture Exchange review of final documentation has been completed.

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.

The Burnakura Acquisition is subject to its final acceptance for filing with the TSX-Venture Exchange.

During the month of November, a total of 1,233,250 warrants were exercised for total proceeds of $742,450, bringing the issued and outstanding common shares to 21,913,500.


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."

"The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release."

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