Atlanta Gold Inc. Completes Final Tranche of $2.5 Million Private Placement Financing



    
    /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION
    IN THE UNITED STATES/
    

    TORONTO, Feb. 6 /CNW/ - Atlanta Gold Inc. (TSX: ATG) announces that it
has completed the final tranche of its $2.5 million private placement offering
previously announced on December 2, 2008. The Company today completed the sale
of 7,676,000 Units at a price of $0.10 per Unit for gross proceeds of
$767,600, increasing the total gross proceeds received from the offering to
$2,500,000. The Company previously raised $1,632,400 in December 2008 and
$100,000 in January 2009. Each Unit consisted of one common share and one-half
of one common share purchase warrant, with each whole warrant entitling the
holder to purchase one common share of the Company at a price of $0.25 per
share for a period of up to 24 months from the closing date of the Offering.
The Company has the right to accelerate the expiry date of the warrants if the
closing price of the Company's common shares on the Toronto Stock Exchange
exceeds $0.50 for 20 consecutive trading days on which the Company's shares
trade. Proceeds from the offering will be used to explore the Company's
Atlanta gold property located in Idaho, U.S.A. and for working capital
purposes.
    Donald K. Johnson of Toronto, Ontario purchased 50,000 Units and JVC
Trust, and his family trust of which Mr. Johnson is a trustee, purchased
3,010,000 Units in the final tranche, representing approximately 5.5% of the
Company's current outstanding shares and approximately 8.0%, assuming exercise
of the warrants only by Mr. Johnson and JVC Trust. Following completion of the
purchase of the Units, Mr. Johnson beneficially owns or exercises control or
direction over 6,560,000 common shares, representing approximately 11.8% of
the outstanding shares, as well as warrants to purchase 2,780,000 common
shares. Assuming exercise of all of the warrants owned or controlled by Mr.
Johnson, he would then own or control 9,340,000 common shares, representing
approximately 16.0% of the Company's then outstanding shares on a partially
diluted basis, assuming no other warrants or stock options are exercised. The
Units were purchased for investment purposes. Mr. Johnson and JVC Trust have
no present intention to acquire additional shares of the Company but reserve
the right to do so depending on market conditions and other relevant factors.
An early warning report with respect to the foregoing will be filed on SEDAR.

    About the Company

    Atlanta Gold Inc. (TSX: ATG) holds through its 100% owned subsidiary,
Atlanta Gold Corporation, a 100% interest in the Atlanta property which
comprises approximately 2,081 acres and is located 65 miles east of Boise, in
Elmore County, Idaho. A long history of mining makes Atlanta very suitable for
development of new mining projects.
    The Company is focused on advancing its core asset, Atlanta, towards mine
development and production and on acquiring, exploring and developing other
attractive gold projects.

    Forward-Looking Information

    This news release contains forward-looking information and
forward-looking statements within the meaning of applicable securities laws.
All statements, other than statements of historical fact, are forward-looking
statements. We use words such as "may", "will", "should", "anticipate",
"plan", "expect", "believe", "estimate" and similar terminology to identify
forward looking information and statements, including with respect to our
intended use of proceeds from the Offering. Such are based upon assumptions,
estimates, opinions and analysis made by management in light of its
experience, current conditions and its expectations of future developments as
well as other factors which it believes to be reasonable and relevant. Forward
looking information and statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results to differ
materially from those expressed or implied in the forward looking information
and statements and accordingly, readers should not place undue reliance on
those statements. Risks and uncertainties that may cause actual results to
vary include, but are not limited to, the speculative nature of mineral
exploration, development and mining (including with respect to size, grade and
recoverability of mineral reserves and resources); operational and technical
difficulties; risks and hazards associated with the business of mineral
exploration, development and mining, including environmental hazards;
government action or delays in the receipt of governmental approvals, permits
and licenses; changes in resource prices and fluctuations in currency exchange
rates; the Company's limited financial resources and the availability of
financing alternatives; contests to the title of Company property and changes
in general economic conditions or conditions in the financial markets; as well
as other risks and uncertainties which are more fully described in the
Company's annual information form on Form 20-F, annual and quarterly
Management's Discussion and Analysis and in other Company filings with
securities and regulatory authorities which are available at www.sedar.com.
    Readers are cautioned that the foregoing lists of risks, uncertainties
and other factors are not exhaustive. The forward-looking statements contained
in this news release are made as of the date hereof and the Company undertakes
no obligation to update publicly or revise any forward-looking information or
statements contained herein or in any other documents filed with Canadian and
U.S. securities regulatory authorities, whether as a result of new
information, future events or otherwise, except in accordance with applicable
securities laws.





For further information:

For further information: Bill Baird, President and CEO, Telephone: (416)
777-0013, Fax: (416) 777-0014, E-mail: info@atgoldinc.com

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Atlanta Gold Inc.

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