Athabasca Minerals Inc.
TSX VENTURE : ABM

Athabasca Minerals Inc.

September 09, 2009 13:01 ET

Athabasca Adds U.S. Sand and Gravel Deposit

EDMONTON, ALBERTA--(Marketwire - Sept. 9, 2009) - Athabasca Minerals Inc. ("Athabasca" or the "Company") (TSX VENTURE:ABM) announces details concerning a proposed arm's length transaction for the addition of an international aggregate project. The Company entered into a letter agreement to subscribe (the "Subscription") from treasury for a total of 25 percent of the outstanding units of T-ROC, LLC ("T-ROC") which is expected to result in the Company acquiring a minority interest in a sand and gravel project in Washington State, United States.

Washington State Sand and Gravel Project

It is expected that this project would supply high-quality aggregate essential to replace existing infrastructure as well as the growth demands of future generations. Construction aggregate (sand and gravel) is an integral component of concrete, asphalt and fill projects. According to U.S. government figures, approximately 3.2 billion tons of construction aggregates were utilized in the U.S. in 2007. With transportation making up the bulk of materials cost, most concrete and asphalt plants on the West Coast have major urban waterfront locations to accommodate barge and ship delivery.

The project application was submitted in the spring of 2003. Over the last several years, the project has applied for and vested various approvals allowing for the proposed construction of a load-out pier to barge and ship sand and gravel. To date, T-ROC has invested over US$6,000,000 in the project review and permitting process. The project has completed its pre-scoping public hearing and is currently undergoing a Draft Environmental Impact Statement (DEIS) as required under the State Environmental Policy Act (SEPA). Under land-use regulations pertaining to the location of the aforementioned sand and gravel deposit, mining (extraction of sand and gravel) is an allowed use.

When fully permitted, the proposed T-ROC project is expected to transport sand and gravel from a 525-acre approved deposit through a newly constructed conveyor and pier, where barges and ships could supply regional and interstate markets.

Dom Kriangkum, President of the Company, states, "As a leader in the aggregate industry, being part of T-ROC is an exciting proposition for us. This strategic project could be an integral part of infrastructure development for future generations. The Company plans to focus on supplying aggregate to major projects in the Pacific Northwest and beyond."

About T-ROC

T-ROC is a private limited liability company (LLC) formed under the Limited Liability Act (Washington) on August 21, 2009 and based in Poulsbo, Washington, USA. The registered and records office of T-ROC is located at Sherrard & McGonagle, P.S., 19717 Front St. NE, P.O. Box 400, Poulsbo, WA 98370.

T-ROC is the entity formed to permit and develop this marine-based Washington state aggregate supply. When fully permitted, the proposed T-ROC project would construct a conveyor and pier to move sand and gravel by barges and ships from a 525-acre approved aggregate deposit. The sand and gravel deposit is located within a privately owned 20,901-acre commercial tree farm on designated resource lands where mining is an allowed use. T-ROC owns long-term lease options for future marine-based mining. The pier is located on an adjacent, undeveloped 14.7 acre waterfront parcel controlled by T-ROC.

T-ROC currently has 6,000,000 Units (the "T-ROC Units") issued and outstanding, and will have 8,000,000 Units issued and outstanding upon completion of the transaction. There are no outstanding stock options, warrants or other rights to acquire securities of T-ROC. The sole member of T-ROC is ERMC, a private company whose business is to invest and support efforts toward the project permitting process. ERMC and T-ROC are owned and controlled, directly or indirectly by Alex J. Hill.

Alex J. Hill is a third-generation owner of a family-based company, Fred Hill Materials, founded in 1946 that grew to become the largest supplier of sand, gravel and concrete on Washington State's Kitsap and North Olympic peninsulas. Based in Poulsbo, Washington, U.S., Mr. Hill has over 20 years in the concrete and aggregate supply industry. Mr. Hill was has gained broad-based, hands-on experience early on as a yard laborer, equipment operator, maintenance shop manager, truck driver, dispatcher, batch plant operator and manager. In 1997, as part of Fred Hill Materials, Mr. Hill began serving as the company's Chief Operating Officer and Vice President before becoming President, CEO and majority stockholder in 2002. Mr. Hill graduated from Pacific Lutheran University in Tacoma, Washington.

After completion of the Subscription, Shaun O'Connor-Parsons will join a Management Committee consisting of four (4) members of T-ROC with three (3) members of the committee to be nominated by existing T-ROC members and one (1) nominee of the Committee, Shaun O'Connor-Parsons, nominated by the Company. Further, the parties acknowledge and agree that the Company will be directly involved in the day to day operations of T-ROC and will have co-signing authority.

Shaun O'Connor-Parsons has been a Director and officer of Athabasca and its predecessors since December 1996. He is also the President of a major Edmonton gravel company, General Gravel Sales Ltd. Mr. O'Connor-Parsons has been active in the aggregates and affiliated industries in Western Canada for over 30 years. Prior to this, he was involved in diverse commercial enterprises in East Africa, India and the Middle East, including hard wood, tea and oil.

Summary of the Proposed Subscription

Pursuant to the Subscription, Athabasca has entered into an arm's length letter agreement with T-ROC whereby the Company has agreed to subscribe for 2,000,000 T-ROC Units from treasury for a subscription price of US$3,000,000 (the "Subscription Price"), which shall be payable as to (i) US$500,000 at the Closing (as defined below); (ii) US$100,000 per month for 25 consecutive months commencing the first month after Closing; and (iii) as additional consideration, upon the successful completion of the required regulatory permit process for the aforementioned Washington state sand and gravel project, the Company will issue to T-ROC 1,000,000 common shares of the Company. T-Roc will use the US$3,000,000 proceeds from the Subscription to complete the required permitting process which is expected to take approximately two years.

After completion of the Subscription, Athabasca will have 28,978,165 Athabasca Common Shares outstanding, the Board of Directors of Athabasca will remain the same, and there will not be any change of control of Athabasca.

Conditions and Other Matters

The completion of the Subscription is subject to the approval of TSX Venture and all other necessary regulatory approval. The completion of the Subscription is also subject to additional conditions precedent, including the satisfactory completion of due diligence reviews by the parties, approval of the board of directors of Athabasca, the entering into of a unanimous members agreement, receipt by Athabasca of independent verification of the quality and quantity of the gravel resource contained in the T-ROC assets with results satisfactory to Athabasca in its sole discretion, and certain other usual conditions precedent.

A finder's fee of US$ 60,000 will be paid at closing in cash to Sinova Capital Corporation, a private company controlled by Don Iannucci. Sinova Capital Corporation and Mr. Iannucci are arm's length to the Company.

About Athabasca Minerals

Athabasca is a publicly traded resource company on the TSX Venture Exchange engaged in the management, exploration and development of aggregates and industrial minerals in Canada and the United States. The Company's aim is to find and develop sources of aggregates and industrial minerals essential to the economic development of specific high-growth regions. The Company has substantial land holdings in the vicinity of Fort McMurray, Alberta and Peace River, Alberta.

As indicated above, completion of the Subscription is subject to a number of conditions, including but not limited to, TSX Venture acceptance and approval. The Subscription cannot close until the required approval is obtained. There can be no assurance that the Subscription will be completed as proposed or at all.

Investors are cautioned that any information released or received with respect to the Subscription may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Athabasca will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Athabasca.

The securities of Athabasca being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

Neither the TSX Venture nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Athabasca Minerals Inc.
    Dom Kriangkum
    President
    (780) 469-3485
    or
    Boardmarker Group
    Dean Stuart
    (403) 517-2270