Atlas Minerals Inc.

Atlas Minerals Inc.

November 22, 2007 18:08 ET

Atlas Minerals Inc.: Qualifying Transaction by Way of Amalgamation Completed, Announces $3 Million Financing

CALGARY, ALBERTA--(Marketwire - Nov. 22, 2007) - Atlas Minerals Inc. (TSXV - AMR) (the "Company) is pleased to announce that it completed its previously announced amalgamation (the "Amalgamation") with Cumbre Ventures Inc. ("Cumbre"). The Amalgamation constituted the "Qualifying Transaction" of Cumbre Ventures Inc., a capital pool company. The name of the amalgamated corporation is "Atlas Minerals Inc.", and its shares will be listed and posted for trading on the TSX Venture Exchange as a Tier 2 mining issuer under the trading symbol "AMR". At commencement of trading, the Company will have approximately 25.8 million common shares ("Common Shares") issued and outstanding (approximately 43.4 million on a fully diluted basis). Atlas is a junior mineral exploration company with over 76,000 hectares of mineral concessions located in Ecuador.

The directors of the Company are Nick DeMare, Barry Herring, Tim Hoar, Romeo D'Angela, Philip O'Neill and Donald Allen. Mr Herring has been appointed President and CEO, Andy Taunton has been appointed COO and President of Atlas Moly S.A., a wholly owned Ecuadorian subsidiary, and Leslie Vickers has been appointed as the CFO. Please refer to the Company's Information Circular dated September 21, 2007 and filed on the SEDAR website at for background information for each member of the Board and management team, as well as further details regarding the Amalgamation. Concurrent with the closing of the Amalgamation, Atlas has granted options to directors, officers, employees and a consultant to acquire an aggregate of 1,198,000 Common Shares. The subject options vest as to 25% immediately and 25% a year for three years, and are generally exercisable for 5 years at $0.80 per share.

The Company is also pleased to announce that it has engaged Canaccord Capital Corporation to act as agent, on a best efforts basis, in connection with an offering by way of a short form offering document of up to 2,500,000 units ("Units") at a selling price of $0.80 per Unit for gross proceeds to the Company of up to $2 million. Each Unit will be comprised of 1 Common Share and one half of 1 common share purchase warrant. Each whole warrant (a "Warrant") will entitle the holder thereof to purchase 1 additional Common Share for a period of 24 months following completion of the offering at an exercise price of $1.20 per share. Concurrent with the foregoing, the Company may also sell up to an additional 1,250,000 Units by way of private placement to "accredited investors" on substantially the same terms for additional gross proceeds to the Company of up to $1 million. Proceeds of the financing will be used to pursue exploration activities on the Company's Tres Chorreras property in Ecuador and for general working capital.

Company President, Barry Herring, commented: "This is an important day for Atlas. The Cumbre transaction and the new financing will provide the funds to start an exciting drilling and exploration program on our principal property, Tres Chorreras."

The Tres Chorreras Polymetallic Deposit

The Company plans to commence drilling the Tres Chorreras Cu-Mo-Au-Ag project in the fourth quarter of 2007. Surface drilling operations exploring as deep as 500 metres will be complemented by relatively shallow drilling from the more than 5000 metres of old artisan mining underground workings. Further detailed mineralization information will be gained from analyzing samples from that same tunnelling and this data will be used to validate and complement historical data in a 3D model in order to establish a resource estimate for the previously identified high grade "3C" breccia zone within the Tres Chorreras concession. Additional drilling will focus on epithermal gold targets also identified on the concession.

Tres Chorreras is the Company's most advanced project. A copy of the NI 43-101 compliant "Technical Report on the Tres Chorreras Polymetallic Copper-Molybdenum-Gold-Silver Project, Azuay Province, Ecuador" dated August 15, 2007 can be found on the Company's website and on the SEDAR website at

This press release was prepared by Barry Herring, Director and President of the Company and reviewed by Donald Allen, a "Qualified Person" in accordance with National Instrument 43-101 entitled Standards for Disclosure for Mineral Projects.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS: This press release concerns certain "forward-looking statements," including but not limited to, the statements regarding the Company's strategic plan, work programs and exploration budgets at the Company's Tres Chorreras. The forward-looking statements express, as at the date of this press release, the Company's plans, estimates, forecasts, projections, expectations or beliefs as to future events and results. Forward-looking statements involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements. Risks and uncertainties that could cause results or future events to differ materially from current expectations expressed or implied by the forward-looking statements include, but are not limited to, factors associated with industry risks, risks associated with foreign operations, environmental risks and hazards and other risks.

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

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