ATW Venture Corp.

ATW Venture Corp.

December 19, 2007 20:35 ET

ATW Venture Corp.: Financing Proceeds Released

14,000,000 Units Issued Update on Burnakura Acquisition

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 19, 2007) - ATW Venture Corp. (TSX VENTURE:ATW)(FRANKFURT:A3N), ("ATW" or "the Company"), is pleased to announce that the $8,400,000 in proceeds (the "Proceeds") of its recent offering (the "Offering") of 14,000,000 subscription receipts (the "Subscription Receipts") have now been released from escrow.

The Company had announced on December 3, 2007 that it had closed the Offering led by PI Financial Corp. and Haywood Securities Inc. (the "Agents"). The Proceeds of the Offering were held in escrow until certain conditions were met, including final Exchange approval of the Company's acquisition of the Burnakura 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 (the "Subscription Receipts") and the second tranche (the "Second Tranche") being for 2,550,000 Subscription Receipts.

Each Subscription Receipt issued has been exercised, for no additional consideration, into one unit (a "Unit") of the Company on that date (the "Release Date") on which certain conditions precedent to the Burnakura Acquisition were satisfied, final Exchange approval for the Burnakura Acquisition being received (conditional approval has already been 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 December 17, 2007 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 (the "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.

Final Exchange approval of the Offering and of the Burnakura Acquisition were secured December 17, 2007. Final Exchange approval of the Burnakura Acquisition was granted after the Company undertook to the Exchange to provide an NI 43-101 compliant report on the Burnakura Acquisition on or before January 14, 2008.

All securities 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 received a commission of 7.0% of the gross proceeds of the Offering paid in a combination of cash and 435,355 units having the same terms as the Units underlying the Subscription Receipts of the Offering. The Agents had the right to elect to receive their fee in cash or, in whole or in part, in Units of the Company at a deemed price equal to price of Units in the Offering. The hold period on the securities underlying the 435,355 units expires on March 30, 2008.

In addition, the Agents received a total of 1,104,400 compensation options equal in number to 8.0% of the number of Subscription Receipts sold under the Offering. 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. The hold periods on the common shares underlying the compensation options expires on March 29, 2008 as to 900,400 compensation options and on March 30, 2008 as to 204,000 compensation options.


The Company has agreed on an extension to the closing deadline for the Burnakura Acquisition. The closing deadline has been extended to allow the Company to wire funds to Australia and also to deliver the securities portion of the purchase price for the Burnakura Project to Australia.

The Company also wishes to announce that it has granted a total of 2,140,000 incentive stock options, exercisable for a period of five (5) years at an exercise price of $0.82 per share. The grants have been made to certain directors, officers, employees and consultants of the Company.


Andrew Bowering, Director and CFO

"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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