/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
GOLDEN, Colo., Aug. 27, 2012 /CNW/ - Atna Resources Ltd. ("Atna" or the "Company") – (TSX:ATN / OTCBB:ATNAF) is pleased to announce that it has filed a preliminary short form prospectus with securities regulatory authorities in each of British Columbia, Alberta, Ontario and Nova Scotia in connection with the bought deal financing announced on August 21, 2012 (the "Offering"). The Company has entered into an underwriting agreement with Canaccord Genuity Corp. and NCP Northland Capital Partners Inc. (the "Underwriters") pursuant to which the Underwriters have agreed to purchase 15,000,000 common shares (the "Shares") of the Company at a price of CAD$1.00 per Share for gross proceeds of CAD$15,000,000.
In addition, the Company has granted the Underwriters an over-allotment option, exercisable in whole or in part at any time until 30 days following the closing of the Offering, to purchase an additional 2,250,000 Shares at CAD$1.00 per Share to raise additional gross proceeds of up to CAD$2,250,000.
The Underwriters will receive a cash fee equal to 6.0% of the gross proceeds raised through the Offering and the over-allotment option. The Company will also issue warrants ("Broker Warrants") equal to 6.0% of the total Shares issued. Each Broker Warrant shall be exercisable to acquire one common share of the Company at an exercise price of CAD$1.00 for a period of 18 months from closing of the Offering.
The net proceeds are intended to be used by the Company for the continued development of the Pinson and Reward projects as well as other properties and for general corporate and working capital purposes.
Closing of the Offering is anticipated to occur on or before September 12, 2012 and is subject to certain conditions including, but not limited to, the receipt of applicable regulatory approvals including approval of the Toronto Stock Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of Atna Resources Ltd. in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or unless an exemption from such registration is available.
For additional information on Atna Resources Ltd., please visit our website at www.atna.com. Further information can be found in our filings with Canadian securities regulators on SEDAR or U.S regulators on EDGAR.
This press release contains certain "forward-looking statements," as defined in the United States Private Securities Litigation Reform Act of 1995, and within the meaning of Canadian securities legislation. Forward-looking statements are statements that are not historical fact. They are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include: the Company might encounter problems such as the significant depreciation of metals prices; accidents and other risks associated with mining exploration and development operations; the risk that the Company will encounter unanticipated geological factors; the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company's exploration programs; the Company may not be able to obtain the required acceptances and approvals for the subject securities offering from the TSX and the applicable securities regulators; and the other risk factors discussed in greater detail in the Company's various filings on SEDAR (www.sedar.com) with Canadian securities regulators and its filings with the U.S. Securities and Exchange Commission.
Cautionary Note to U.S. Investors --- The United States Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms in this report, such as "measured," "indicated," "inferred," and "resources," that the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC.
Neither the TSX nor its regulation services provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy and accuracy of this press release.
For further information, please contact:
James Hesketh, President and CEO - (303) 278-8464
Valerie Kimball, Investor Relations - toll free (877) 692-8182
SOURCE: Atna Resources Ltd.
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