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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.
Forward-Looking Information
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.
To receive Company news via email, contact
info@atgoldinc.com and mention "Atlanta Gold News" in the
subject line.
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.