Atna and Canyon agree to merge



    VANCOUVER and GOLDEN, CO, Nov. 19 /CNW/ - Atna Resources Ltd. ("Atna" -
TSX:ATN) and Canyon Resources Corporation ("Canyon" - AMEX:  CAU) jointly
announced today a transaction whereby Atna will acquire all of the issued and
outstanding shares of common stock of Canyon for a total value of
approximately C$25.3 (US$25.9) million.
    Atna and Canyon believe that the combination will benefit shareholders of
both companies by creating a strong platform for growth with the following
characteristics and synergies:

    
    -   A multi-million ounce gold company highly leveraged to gold price.
    -   Near term gold production from Briggs and Reward projects to
        complement development at Pinson.
    -   Upside opportunity from complementary pipeline of gold exploration
        and development projects.
    -   Focus on gold in the western U.S.
    -   Exceptional management team with complementary skills and experience.
    -   Size and financial strength to ensure continued growth
    -   More than C$13.7 (US$14) million cash in hand
    

    Under the proposed transaction, Canyon shareholders will receive
0.32 common shares of Atna for each share of common stock of Canyon. Based on
Friday's closing price of C$1.68 for Atna, the consideration is valued at
C$0.54 (US$0.55) per Canyon common share. The consideration represents a
premium of 44.9% to Canyon's closing share price on November 16, 2007, or a
42.1% premium based on the 20-day volume weighted average share prices for
both companies from that date.
    Atna and Canyon have entered into an Agreement and Plan of Merger. The
Board of Directors of Canyon has agreed to support the proposed transaction
and recommends that Canyon shareholders vote in favor of it. Management and
Directors of Canyon have entered into support agreements with Atna under which
they have agreed to vote in favor of the transaction.
    David Watkins, President and CEO of Atna, said, "The transaction
complements Atna's exciting development opportunity at the Pinson gold mine in
Nevada with Canyon's near-term production projects at the Briggs Gold Mine in
California and the Reward Project in Nevada. Canyon also brings a number of
complementary exploration and development properties, which combined with
Atna's portfolio of prospects, creates an impressive pipeline of opportunities
in the merged entity."
    "Another key benefit to both Atna and Canyon shareholders is the creation
of a powerful and balanced team of experienced mining professionals, which
results from combining the complementary skill sets of the people in both
companies. Jim Hesketh and I worked together for 14 years dating back to our
days at Cyprus Amax in the 1990s. Jim has been a director of Atna for
six years and is in a unique position to understand and appreciate the value
of our assets and the growth platform we are creating."
    Jim Hesketh, President and CEO of Canyon, added, "This transaction
provides an attractive premium to Canyon's shareholders, while affording them
the opportunity to participate in a growth-focused gold company through their
investment in Atna. The combined company will have the financial strength and
access to capital markets to advance Briggs and Reward into production. I am
also excited about working with David Watkins again. I know him to be a superb
individual who has a high level of integrity. I feel this is an excellent
opportunity for Canyon."
    Atna intends to advance the Briggs and Reward projects into production in
2008-2009. Canyon is forecasting production from the projects to reach 60,000
- 80,000 oz per year at a cash cost of US$400 - 450 per ounce.
    The gold mineralization in the two companies is reported in accordance
with Canadian (Atna) and US (Canyon) regulatory requirements:

    
    Atna         Table of Mineral Resources(1)
    NI43-101

    -------------------------------------------------------------------------
    Cut-off (2)                     Tons           Grade oz/t      Ounces Au
    -------------------------------------------------------------------------
    Measured + Indicated          2,505,000           0.421        1,063,000
    -------------------------------------------------------------------------
    Inferred                      3,374,000           0.340        1,146,600
    -------------------------------------------------------------------------
    (1) Project basis: Atna owns 70%, Barrick 30%: Barrick may reverse
        interest to 30:70 by spending US$30M by April 2009
    (2) Cut-off 0.20 oz/ton
    (3) Although "Measured Resources", "Indicated Resources" and "Inferred
        Resources" are categories of mineralization that are recognized and
        required to be disclosed by Canadian regulations, the United States
        Securities and Exchange Commission (the "SEC") does not recognize
        them. Disclosure of contained ounces is permitted under Canadian
        regulations, however, the SEC generally permits resources to be
        reported only as in place tonnage and grade. See "Cautionary Note to
        US Investors."

    Canyon       Table of Proven, Probable, and Mineralized Material
    SEC Guide 7

    -------------------------------------------------------------------------
    Cut-off (1)                     Tons           Grade oz/t    Ounces Au(3)
    -------------------------------------------------------------------------
    Proven & Probable Reserves    4,338,000           0.030          130,000
    -------------------------------------------------------------------------
    Mineralized Material (2)     61,782,000           0.031
    -------------------------------------------------------------------------
    (1) Cut-off 0.01 - 0.08 oz/ton function of open pit or underground
    (2) Mineralized material DOES NOT include proven and probable
    (3) Equity share of in-situ ounces
    

    Summary of the Transaction

    The transaction will be completed by way of a merger whereby each share
of Canyon common stock will be exchanged for 0.32 of an Atna common share. All
outstanding Canyon employee stock options will be cancelled and all
outstanding warrants and convertible debentures of Canyon will be assumed by
Atna and will be exercisable to acquire that number of common shares of Atna
determined by reference to the share exchange ratio. Atna will grant options
to Canyon's employees at the time of closing. Atna will continue to trade on
the Toronto Stock Exchange, under the symbol "ATN".
    David Watkins will continue to be the Chief Executive Officer and
Chairman of the combined company, while Jim Hesketh will join the management
team in the role of President and Chief Operating Officer. David Suleski,
Canyon's Vice President and Chief Financial Officer, will assume the same role
at Atna. Bill Stanley and Bonnie Whelan of Atna will continue in their roles
respectively as Vice President, Exploration and Corporate Secretary.
    The Board of Directors of Canyon, having received the unanimous
recommendation of a Special Committee of independent Directors, is
recommending that holders of Canyon shareholders vote in favor of the
transaction. Canyon's financial advisors have provided an opinion to the
Special Committee that the consideration to be received by Canyon shareholders
pursuant to the transaction is fair, from a financial point of view, to Canyon
shareholders. Atna's financial advisors have provided an opinion to the Board
of Directors of Atna that the consideration being offered is fair, from a
financial point of view, to Atna shareholders.
    The transaction is subject to all requisite regulatory and court
approvals and other conditions customary to transactions of this nature. The
transaction must be approved by the holders of a majority of the outstanding
shares of common stock of Canyon at a special meeting of Canyon stockholders.
    Atna has engaged National Bank Financial Inc. as its financial advisor.
Canyon's financial advisor is Wellington West Capital Markets Inc.

    Conference Call

    Management from both Atna and Canyon will host a joint conference call on
November 19, 2007 at 10:00 a.m. (PST) / 1:00pm (EST). Shareholders are invited
to participate in the conference call as follows:

    Toll Free No. (877) 576 - 0177

    International No. (706) 679 - 4128

    Callers should reference Conference No. 24901016.

    A replay of the conference call will be available two hours following the
call until midnight, Wednesday, November 21; by dialing (800) 642-1687 or
(706) 645-9291

    About Atna

    Atna is building a successful gold exploration, development and mining
enterprise in Nevada. Atna presently holds a 70% interest in the high grade
Pinson gold deposit in Nevada, which is being developed by Pinson Mining
Company, a wholly owned affiliate of Barrick Gold. Barrick has the right to
increase its interest in the project to 70% (and reduce Atna's share to 30%)
by spending US$30,000,000 on the project prior to April 2009. Atna also holds
a portfolio of exploration projects in Nevada, Canada, and Chile. Many of
these projects are joint ventured to quality partners, spreading Atna's risk
and leveraging its opportunities. In addition, Atna holds a 9.45% royalty
interest on silver and gold that may be produced from the Wolverine deposit,
presently under development in the Yukon Territory, Canada. The company has an
experienced well rounded, management team and Board, committed to the success
and growth of the company through the exploration and development of its
projects and with new acquisitions. Atna trades on the Toronto Stock Exchange
under the symbol ATN.

    About Canyon

    Canyon owns the Briggs Gold Mine and four satellite deposits in
California; the Reward Gold deposit near Beatty, Nevada; the Seven-Up Pete
Gold deposit near Lincoln, Montana; and a portfolio of Nevada gold exploration
properties. To date, the Company has developed in-place mineralized material
on its properties containing over 1.9 million ounces of gold and recognizes
substantial additional exploration potential. Canyon has developed re-start
and underground test mining plans for its permitted Briggs Mine and is
completing permitting and feasibility study work at the Reward Project.
    In addition to the Nevada and California gold assets, Canyon owns over
900,000 acres of fee mineral rights in the State of Montana with identified
industrial mineral and copper potential. Canyon also owns "carried" uranium
interests in the Sand Creek-Converse uranium exploration joint venture in the
Southern Powder River Basin of Wyoming. Canyon trades on the American Stock
Exchange under the symbol CAU.

    Additional Information and Where to Find it

    This press release is not an offer to sell securities or the solicitation
of an offer to buy securities. In connection with the proposed transaction,
Atna and Canyon intend to file relevant materials with the SEC, including the
filing by Atna with the SEC of a Registration Statement on Form F-4 (the
"Registration Statement"), which will include a preliminary prospectus and
related materials to register the common shares of Atna to be issued in
exchange for Canyon common stock. The Registration Statement will incorporate
a proxy statement/ prospectus (the "Proxy Statement/Prospectus") that Canyon
plans to mail to its stockholders in connection with obtaining approval to the
proposed merger. The Registration Statement and the Proxy Statement/Prospectus
will contain important information about Canyon, Atna, the transaction and
related matters. Investors and security holders are urged to read the
Registration Statement and the Proxy Statement/Prospectus carefully when they
are available. Investors and security holders will be able to obtain free
copies of the Registration Statement and the Proxy Statement/Prospectus and
other documents filed with the SEC by Canyon and Atna through the web site
maintained by the SEC at www.sec.gov.
    Canyon and its directors and executive officers also may be deemed to be
participants in the solicitation of proxies from the stockholders of Canyon in
connection with the transaction described herein. Information regarding the
special interests of these directors and executive officers in the transaction
described herein will be included in the Proxy Statement/Prospectus described
above. Additional information regarding these directors and executive officers
is also included in Canyon's annual report on Form 10-K, which was filed with
the SEC on March 2, 2007. This document is available free of charge at the
SEC's web site at www.sec.gov. Atna and its directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
stockholders of Canyon in connection with the transaction described herein.
Information regarding the special interests of these directors and executive
officers in the transaction described herein will be included in the Proxy
Statement/Prospectus described above. Additional information regarding these
directors and executive officers is also included in Atna's Form 20-F filed
with the SEC on June 30, 2005. This document is available free of charge at
the SEC's web site at www.sec.gov. Copies of Atna's filings may also be
obtained without charge from Atna at its web site (www.atna.com) or by
directing a request to Atna Resources Ltd., Attn.: Investor Relations, 510 -
510 Burrard Street, Vancouver, BC V6C 3A8.

    Atna's Mineral Resource Estimates

    This press release and the mineral resources calculation were prepared
under the supervision and review of William Stanley, V.P. Exploration of Atna,
a Licensed Geologist and Qualified Person with the ability and authority to
verify the authenticity and validity of information contained within this news
release. The original resource estimate, which was prepared by Rob Sim, an
independent consulting resource geologist, was first published in February
2005, supported by Technical Reports filed on SEDAR in March 2005,
subsequently revised and re-filed in December 2005 and subsequently revised by
Atna and re-filed in July 2007.

    Forward-looking Statements

    Certain forward-looking statements are included in this release,
including statements relating to a proposed transaction between Canyon
Resources Corporation and Atna Resources Ltd., reserve and resource amounts
and anticipated production schedules. These statements are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements reflect Canyon's and Atna's current
expectations regarding the proposed transaction, and speak only as of the date
of this release. Investors are cautioned that all forward-looking statements
in this release involve risks and uncertainties that could cause actual
results to differ materially from those referred to in the forward-looking
statements. Such risks and uncertainties include, among other things: (1) that
Canyon stockholders will not support or approve the transaction in a timely
manner, if at all; (2) that the closing of the transaction could be materially
delayed or more costly and difficult than expected; (3) that the final value
of the transaction could be adversely affected by changes in stock price of
Atna Resources; (4) that the transaction will not be consummated; (5) that, if
closed, the anticipated benefits of the transaction will not materialize; and
(6) risks relating to the ability to obtain permits and commence production
and generate material revenues or obtain adequate financing for planned
exploration and development activities. A full discussion of other known risks
and uncertainties regarding Canyon Resources, its business and operations are
included in its Annual Report on Form 10-K, for the year ended December 31,
2006, as filed with the SEC, copies of which are available without charge from
Canyon Resources. A full discussion of other known risks and uncertainties
regarding Atna Resources, its business and operations are included in its
Annual Report on Form 20-F, for the year ended December 31, 2006, as filed
with the SEC, copies of which are available without charge from Atna
Resources. These filings are also available electronically from the SEC Web
site at www.sec.gov. If any of the events described in those filings were to
occur, either alone or in combination, it is likely that Canyon's or Atna's
ability to reach the results described in the forward-looking statements could
be impaired and Canyon's and/or Atna's stock price could be adversely
affected. Neither Canyon Resources or Atna Resources undertake any obligation
to update or correct any forward-looking statements included in this
presentation to reflect events or circumstances occurring after the date of
this presentation.

    Cautionary Note to US Investors

    This press release and other information released by Atna uses the terms
"resources", "measured resources", "indicated resources" and "inferred
resources". United States investors are advised that, while such terms are
recognized and required by Canadian securities laws, the SEC does not
recognize them. Under United States standards, mineralization may not be
classified as a "reserve" unless the determination has been made that the
mineralization could be economically and legally produced or extracted at the
time the reserve determination is made. Mineral resources that are not mineral
reserves do not have demonstrated economic viability. United States investors
are cautioned not to assume that all or any part of measured or indicated
resources will ever be converted into reserves. Inferred resources are in
addition to measured and indicated resources. Further, inferred resources have
a great amount of uncertainty as to their existence and as to whether they can
be mined legally or economically. It cannot be assumed that all or any part of
the inferred resources will ever be upgraded to a higher category. Therefore,
United States investors are also cautioned not to assume that all or any part
of the inferred resources exist, or that they can be mined legally or
economically.





For further information:

For further information: Atna Resources Ltd.: David Watkins, President &
CEO, Tel: (604) 684-2285, dwatkins@atna.com; Canyon Resources Corp.: James
Hesketh, President & CEO, Tel: (303) 278-8464, jhesketh@canyonresources.com;
Kendra Johnston, Investor Relations Manager, Tel: (604) 684-2285,
kjohnston@atna.com; Valerie Kimball, Investor Relations Manager, Tel: (303)
278-8464, vkimball@canyonresources.com

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