ATW Gold Corp.

ATW Gold Corp.

February 19, 2009 10:03 ET

ATW Gold Arranges $6 Million Private Placement of Unsecured Convertible Redeemable Debentures

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 19, 2009) - ATW Gold Corp. (TSX VENTURE:ATW) ("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: Up to 6,000 Debentures at CAD $1,000 per debenture
for gross proceeds of CAD $6,000,000

Oversubscription Right: Up to 4,000 Debentures at CAD $1,000 per debenture
for gross proceeds of CAD $4,000,000

Maturity Date: Five years from Closing Date

Interest Rate: 12% per annum payable quarterly in arrears

Conversion Right: 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.

Debenture Redemption: 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.

Security: The Debentures will be unsecured obligations of the

Agent's Fee: 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.

Use of Proceeds: 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


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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