ATW Venture Corp.

ATW Venture Corp.

August 06, 2008 09:01 ET

ATW Closes Purchase of the Gullewa Mine Project

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 6, 2008) - ATW Venture Corp. (TSX VENTURE:ATW) ("ATW" or the "Company") is very pleased to announce that it has closed its purchase transaction to acquire 100% of the Gullewa Gold Mine Project and associated operating assets (collectively, the "Gullewa Project").

The Gullewa Project is located in the Yalgoo mineral field of Western Australia, about 300 kilometres southwest of the Company's 100% owned Burnakura gold mine. The project consists of 29 contiguous mining tenements covering 535 square kilometers, containing upwards of 850,000 gold equivalent ounces. Mining infrastructure assets include a 300,000 ton per annum carbon-in-leach plant, a licensed tailings disposal facility, a 50-person camp, offices, workshops and haulage roads.

The initial payment of AUD$3,000,000, issuance of 2,000,000 ATW common shares and execution of a Gullewa Iron Rights Farm-in Agreement (the "Gullewa Iron Rights Farm-in Agreement) as per the Definitive Agreement dated April 18th, 2008 (the "Definitive Agreement") was completed on July 31, 2008 (the "Closing Date").

First announced on March 13, 2008, the Gullewa Project acquisition was approved by the TSX Venture Exchange ("Exchange") on June 5, 2008 and shareholders of Batavia Mining Limited ("Batavia") on July 2, 2008. Further information on Gullewa is available in the Company's NI 43-101 compliant geological report at

A finder's fee of 278,000 common shares and $500,000 is payable in conjunction with the acquisition (the "Finder's Fee"). The Finder's Fee is split between two parties and is payable in tranches according to the payment schedule of the Gullewa acquisition. Accordingly, the Company issued 150,000 and 128,000 common shares to Jixing Ma and to Cornerstone Advisors Pty Ltd., respectively. All securities issued upon closing of the Gullewa acquisition are subject to a 4 month hold period from the Closing Date.

Under the terms of the Definitive Agreement, ATW issued 2,000,000 common shares and its wholly owned subsidiary, ATW Venture Australia Pty ("ATW Australia") will pay a total of AUD$13,000,000 to Batavia as follows:

(a) within fourteen (14) days of the date of Exchange acceptance, the completion of an NI 43-101 geological report concerning the Gullewa Project and the satisfaction of any other outstanding conditions, AUD$3,000,000 (the "First Payment") and 2,000,000 shares of the Company;

(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 the Company, AUD$4,000,000 (the "Fourth Payment").

(the payments in sections (a) to (d) above collectively are the "Purchase Price")

Provided that the market price of the shares of ATW is greater than or equal to Cdn$1.00, Batavia may elect to be paid in shares for each of the payments made subsequent to the First Payment up to 10% of the total issued shares in ATW.

The Gullewa Iron Rights Farm-in Agreement

The terms of the Gullewa Iron Rights Farm-in Agreement with South Murchison Mines Pty Ltd ("SMM"), a wholly owned subsidiary of Batavia, are as follows:

- SMM has a 24 month period to prove up a JORC compliant mineral resource of iron ore, certified by an independent person, over defined areas within the Gullewa Project. These areas are known as Rocksteady and Brandy Hills;

- The Rocksteady area covers a portion of Exploration Licence E59/1242 and the whole of Mining Lease M59/391. The Brandy Hills area covers portions of Exploration Licences E59/1240, E59/1241, E59/1274 and the whole of Mining Lease M59/224;

- SMM must assay samples collected by it for gold and copper and provide assay results to ATW within 7 days of receipt;

- At the end of the 24 month period, if SMM does not establish an independently certified JORC compliant mineral resource of iron ore, the Gullewa Iron Rights Farm-in Agreement will terminate and SMM will cease to have any further rights to the areas;

- SMM will earn the right to mine any JORC compliant mineral resource of iron ore defined within the 24 month period; ATW will retain any gold and copper by-product recovered in the processing;

- If the area of SMM's defined mineral resource does not overlap or coincide with any mineral resource defined by ATW, ATW will endeavour to carve out a tenement covering SMM's mineral resource and transfer the tenement to SMM. ATW will remain entitled to any minerals (other than iron ore) recovered by SMM as part of its mining operations on this tenement;

- If SMM's defined mineral resource overlaps or coincides with any mineral resource defined by ATW, ATW and SMM will agree an appropriate basis for one or both of the parties to undertake mining operations for the recovery of their respective resources.

Gullewa Project Update

The preliminary report of results from the Gravity Survey (the "Gravity Survey") carried out over the Gullewa tenements during April and May, 2008, has now been received. Final interpretation and the exploration implications will be available in about 4 to 5 weeks.

ATW plans to commence a drilling campaign at Gullewa during the fourth quarter of 2008.

Brent Butler, CEO & President commented, "The acquisition of Gullewa moves ATW closer to achieving our goal of building a mid-tier gold producer. We are especially encouraged by the preliminary results from the Gravity Survey and the exploration potential at Gullewa."


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."

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

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