Atomic Signs Final Letter of Intent to Acquire
Over 940,000 Acre, Tanzanian Property Package
January 28, 2008 - Vancouver, B.C.: Atomic Minerals Ltd. (ATL: TSX-V) is pleased to announce that, further to its news release dated October 3, 2007, it has signed a second amended letter of intent (the "Amended LOI") with Geo Can Resources Company Ltd. ("Geo Can") on its land package in the United Republic of Tanzania to be subject to an option agreement (the "Option"). The Amended LOI reflects a revised set of licenses to be acquired from Geo Can. The Amended LOI will permit Atomic to acquire under the Option up to a 90% interest in a land package now totalling approximately to over 940,000 acres (the "Property") divided into 10 separate licenses (the "Licenses"). The purchase price has also been revised to reflect the reduced size of the land package. The two companies have agreed to negotiate the Option based on the Amended LOI by no later than March 15, 2008 subject to the results of Atomic's due diligence o
n the Property (including the preparation of a title opinion and a Technical Report pursuant to National Instrument 43-101), and TSX Venture Exchange ("TSX-V") approval.
Several of the Licenses are located in southwestern 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. Other mining companies exploring in the area include Paladin Resources (Malawi), Universal Exploration, Mantra Resources and Western Metals (all in Tanzania). Paladin's Kayelekera Project is located just 60 km from Atomic's License PLR 4514.
See Map http://atomicminerals.com/projects/tanzania/asp
In addition to non-refundable deposits totalling US$365,000 which the Company already paid Geo Can, Atomic paid Geo Can US$125,000 on execution of the Amended LOI. The Option will st
ill be for a term of four years and will include the following terms, all subject to TSX-V approval:
1) Atomic will make cash payments and issue common shares to Geo Can as follows:
a) On closing of the Option Agreement (the "Closing"), US$160,000 and 680,000 common shares;
b) On the first anniversary of Closing, US$610,000 and 610,000 common shares;
c) On the second anniversary of Closing, US$750,000 and 750,000 common shares;
d) On the third anniversary of Closing, US$885,000 and 885,000 common shares; and
e) On the fourth anniversary of Closing, US$1,020,000 and 1,020,000 common shares.
Atomic may still elect to pay up to 75% of the value of the Atomic common shares to be issued to Geo Can in cash on the same terms as were announced in our original news release of July 25th. Atomic may also elect to exercise its option to acquire 90% of any one or more Licenses within 90 days of any anniversary of Closing. If Atomic so elects, it will pay the pro rata portion (based on the number of acres of the chosen Licenses) of all remaining cash and common share payments, subject to the following deductions depending upon the anniversary of Closing on which the election is made:
On or Before the First Anniversary of Closing: 50% deduction
On or Before the Second Anniversary of Closing: 30% deduction
On or Before the Third Anniversary of Closing: 10% deduction
The cash and share payments as well as the exploration requirements (see #3 below) on the remaining unexercised Licenses will be reduced pro rata to account for the Licenses on which Atomic exercised the option.
2) Atomic may elect to purchase the remaining 10% interest of any Licenses at the following times and for the amounts per acre of land in such License set out below:
a) On or before the first anniversary of Closing: US$0.50 per acre;
b) On or before the second anniversary of Closing: US$1.00 per acre;
c) On or before the third anniversary of Closing: US$1.80 per acre; and
d) On or before the fourth anniversary of Closing: US$2.50 per acre.
3) Atomic must incur yearly minimum exploration expenditures on the Property as follows:
a) By the first anniversary of Closing, US$350,000;
b) By the second anniversary of Closing, US$400,000;
c) By the third anniversary of Closing, US$600,000; and
d) By the fourth anniversary of Closing, US$750,000.
The Property will also be subject to a 2% NSR royalty, which Atomic may buy out at any time for US$5 million. In any year following Closing, Atomic may, on its election, surrender its interest in any one or more Licenses provided that the number of square acres of the Licenses surrendered in such year may not exceed 20% of the total acreage of the Property. Upon surrender of any License, all rights thereto will immediately revert to Geo Can, and the remaining annual payments of cash and common shares set out under #1 above will be reduced on a pro rata basis per acre of land surrendered.
About Atomic Minerals
Colorado
Atomic Minerals Ltd. also holds leases over a total of 932 mining claims located in both Dolores and San Miguel counties in southwestern Colorado, approximately 30 miles from Denison Mine Corp's White Mesa Mill. The Company also holds a letter of i
ntent to option a 90% interest in a further 1585 mining claims in Dolores County. Atomic holds leases over an additional 272 mining claims located in the northern part of Colorado in Grand County.
"Warren McIntyre"
Warren McIntyre
President and Chief Executive Officer
Atomic Minerals Ltd.
Renmark Financial Communications Inc.
Jason Roy : jroy@renmarkfinancial.com
Victoria Stepanova : vstepanova@renmarkfinancial.com
Tel. : (514) 939-3989
Fax : (514) 939-3717
www.renmarkfinancial.com
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