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Canyon Resources Corp. Release date: November 19, 2007
VANCOUVER, B.C. and GOLDEN, Colo., Nov. 19 - 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:
o A multi-million ounce gold company highly leveraged to gold price. o Near term gold production from Briggs and Reward projects to complement development at Pinson. o Upside opportunity from complementary pipeline of gold exploration and development projects. o Focus on gold in the western U.S. o Exceptional management team with complementary skills and experience. o Size and financial strength to ensure continued growth o 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 g/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.
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.
Source: Atna Resources Ltd.; Canyon Resources Corporation
CONTACT: David Watkins, President & CEO, +1-604-684-2285, dwatkins@atna.com,
or Kendra Johnston, Investor Relations Manager, +1-604-684-2285, kjohnston@atna.com, both of Atna Resources Ltd.;
or James Hesketh, President & CEO, +1-303-278-8464, jhesketh@canyonresources.com, or Valerie Kimball, Investor Relations Manager, +1-303-278-8464, vkimball@canyonresources.com, both of Canyon Resources Corporation
Web site: http://www.canyonresources.com/ http://www.atna.com/
Company Information:
Name: Canyon Resources Corp.
Address: 14142 Denver W. Pkwy.
City: Golden
State: CO
ZIP: 80401
Country: USA
Phone: 303-278-8464
FAX: 303-279-3772
http://www.canyonresources.com
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