/NOT FOR DISTRIBUTION TO UNITED STATES' NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
TORONTO, May 26, 2015 /CNW/ - Atlanta Gold Inc. (TSXV: ATG; OTC Pink: ATLDF) announces that at its annual and special meeting of shareholders scheduled for June 24, 2015, shareholders will be asked to approve the one for ten consolidation of the Company's common shares and to approve the issuance to Concept Capital Management Ltd. ("CCM") of an amended and restated convertible debenture in the principal amount of C$1.5 million. The terms of the refinancing agreement with CCM were announced in the Company's news release of April 2, 2015 pursuant to which the Company will refinance C$3,250,000 of principal and accrued interest owing under the Company's outstanding 6% C$3 million principal amount convertible debenture.
The amended and restated debenture will bear interest of 10% per annum, mature April 1, 2018 and will be convertible at CCM's option following completion by the Company of the consolidation at a conversion price equal to the lesser of C$0.17, and the 30-trading day average of the closing prices immediately following the commencement of trading of the Company's shares on the TSX Venture Exchange on a consolidated basis, provided that the conversion price will not be less than C$0.10 per share. Under the terms of the refinancing agreement, CCM will also be issued US$1.5 million principal amount senior secured notes of the Company.
The Company also intends to complete a private placement of up to C$500,000 principal amount convertible debentures, which will have the same terms as and rank equally with the amended and restated debenture to be issued to CCM pursuant to the refinancing agreement.
Holders of a majority of the Company's outstanding senior secured notes have approved the transactions. Completion of the refinancing transactions, the consolidation and the private placement of additional convertible debentures are subject to the approval of the TSX Venture Exchange.
The debentures, as well as the consolidated common shares issuable on the conversion thereof, and the senior secured notes will be subject to a four-month statutory hold period.
About the Company
Atlanta Gold Inc. holds through its 100% owned subsidiary, Atlanta Gold Corporation, leases, options or ownership interests in its Atlanta properties which comprise approximately 2,159 acres (8.74 square kilometres) located 90 air kilometers 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.
The Company is also focused on advancing its exploration and processing methods on the Neal Property, which is located approximately 15 miles from Boise, Idaho and comprises approximately 192 acres (0.78 square kilometres). The Neal Property's geology is similar to that of the Atlanta Project and it provides the Company with all-season access to further refine the processing equipment and procedures. In June 2014, Knife River assigned certain of its rights and obligations under its lease with the owner of the Neal Property to AGC. AGC staked an additional seven contiguous claims on public land that was open to mineral entry.
This news release contains forward-looking information and forward-looking statements (collectively "forward-looking statements") within the meaning of applicable securities laws with respect to the issuance of the convertible debenture and senior secured notes to CCM, the completion of a private placement of additional convertible debentures and the completion of the common share consolidation. Such are based upon various assumptions and other factors that management believes to be reasonable, including that the Company will receive the requisite approvals of the Exchange and its shareholders and will enter into definitive documentation and complete the transactions in a timely manner. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied by the forward-looking statements. Risks and uncertainties that may cause actual results to vary include the receipt of requisite approvals from the Exchange and shareholders on a timely basis; fluctuations in the gold price and currency exchange rates; changes in general economic conditions and in the financial markets; as well as other risks and uncertainties which are more fully described in the Company's annual and interim management's discussion and analysis and other filings by the Company with the securities regulatory authorities, which are available under the Company's profile at www.sedar.com. Should one or more risks and uncertainties materialize or should any assumptions prove incorrect, then actual results could vary materially from those expressed or implied by the forward-looking statements and accordingly, readers should not place undue reliance on the forward-looking statements. Readers are cautioned that the foregoing lists of risks, uncertainties, assumptions and other factors are not exhaustive. The forward-looking statements contained herein are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements contained herein or in any other documents filed with securities regulatory authorities, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.
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NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
SOURCE Atlanta Gold Inc.
For further information: Atlanta Gold Inc.: Wm. Ernest Simmons, President and CEO, Telephone: (208)-424-3343, Fax: (208) 338-6513, Email: [email protected]; CHF Investor Relations, Catherine D. Hume, Chief Executive Officer, Telephone: (416) 868-1079 ext 231, Fax: (416) 868-6198, Email: [email protected]