VANCOUVER, Aug. 27 /CNW Telbec/ - Atomic Minerals Ltd. (ATL: TSX-V) is
pleased to announce that it has entered into a letter of intent with Everett
Resources Ltd. (EAR: TSX-V; "Everett") dated August 26, 2008 (the "Agreement")
to acquire all of the issued and outstanding shares of Atomic's wholly-owned
subsidiary, 0754257 B.C. Ltd. ("the Target"). The Target holds all the issued
and outstanding shares in the capital stock of CHM Ventures Inc., which in
turn holds all the issued and outstanding shares in the capital stock of CHM
Ventures LLC ("CHM"). CHM is the lessee of a 100% interest in the Dolores
Anticline Property (the "Property"), located in Dolores and San Miguel
Counties in the State of Colorado, USA.
Pursuant to the terms of the Agreement, Everett intends to acquire all of
the outstanding shares of the Target from its shareholders for a total of
$150,000 in cash and 250,000 shares of Everett ("the Proposed Acquisition").
Everett will pay the cash component to Atomic as follows:
(i) US$50,000 in cash on or before August 28, 2008, which amount will be
non-refundable except if Everett should determine in its due
diligence that irreparable defects exist in the title to not less
than 25% of the mining claims comprising the Property; and
(ii) On or before closing of the transaction, an additional US$100,000 in
Everett will also issue to Atomic a total of 250,000 common shares in the
capital of Everett at closing, subject to the completion of a due diligence
review by Everett satisfactory to Everett as it determines in its sole
discretion. These shares will be subject to the applicable regulatory hold
periods. The transaction will also be subject to the approval of the TSX
Venture Exchange and the boards of directors of both companies.
Everett also agreed to pay Atomic the sum of US$500,000 should Everett
decide to place the Property into commercial production following receipt of a
feasibility study indicating that production on all or part of the Property is
Summary of the Target's Significant Assets
Through its wholly-owned subsidiaries, the Target holds a lease over the
Property, which is located in the Dolores and San Miguel Counties (the
"Lease"). The Lease is subject to certain royalty interests and annual fees.
The Dolores Anticline Property
The Dolores Anticline covers a 19,255 acre parcel of property in the
Dolores and San Miguel counties in south-western Colorado, USA. The Dolores
Anticline is a salt-cored anticlinal structure which has previously hosted
such deposits as the Bull Snake mine; additionally, the property is in very
close proximity to Denison's White Mesa uranium mill. The property is within a
one-hour drive of the town of Dove Creek, Colorado, which is located
approximately 100 air kilometres northwest of Durango, Colorado.
The Target's interest in the Dolores Anticline is held through a
wholly-owned subsidiary of the Target pursuant to an exclusive mining lease
dated May 30, 2006 with Kee Nez Resources, LLC of Colorado as the registered
holder, and Mayan Minerals Ltd. ("Mayan") of British Columbia as the
beneficial owner. The lease is for a term of 5 years with an option to extend
for a further 5 years. Pursuant to the terms of the lease, the Target's
subsidiary must make annual lease payments on May 30th of each year, with
US$50,000 due in 2009 and US$100,000 each year thereafter prior to the
commencement of production. There are no minimum exploration expenditures
stipulated for the claims in the lease.
The claims are subject to royalties (from which the above-noted lease
payments are deductible) ranging from 2% to 15% of the spot market price of
uranium, and 3% of net returns in the case of all other ores, minerals, or
other products removed from the leased property.
Warren McIntyre, President and CEO of Atomic, said "We are pleased that
Everett will continue with the exploration and development of the Dolores
Anticline, which will allow us to continue to focus our efforts on our land
package in Tanzania. , We currently have SRK Consulting of East Africa doing
an assessment and evaluation of the mineral potential of our PL 4335 license
in the Mbinga area of Tanzania. In addition, our VP Exploration, Peter
Chadwick is co-ordinating ground efforts on PL 4433 to follow up to our
magnetic airborne survey. The Company is looking forward to creating value for
our shareholders from these efforts."
Atomic has elected to terminate the lease on the group of 272 mining
claims located in the Grand County area of Colorado, which were originally
leased by the Target on September 11, 2006. The acquisition of the Grand
County claims by Atomic was announced on January 22, 2007.
About Atomic Minerals
Atomic holds an option to earn up to a 100% interest in a land package
totalling approximately 3800 square kilometres located in the United Republic
of Tanzania (the "Properties") from Geo Can Resources Company Ltd. ("Geo
Can"). The largest of the Properties are located in south-western Tanzania and
are considered to be part of the "Malawi Extension" based on the location of
the Property relative to blocks earmarked as potentially favourable for
uranium enrichment. The Malawi Extension, located in the Republic of Malawi on
south-west border of Tanzania, hosts the Kayelekera deposit which Paladin
Resources is currently developing into a mine. Other mining companies
exploring in the area include Mantra Resources and Western Metals (both in
President and Chief Executive Officer
Atomic Minerals Ltd.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this news release.
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