ATNA
RESOURCES LTD.
Developing
a Golden
Future
A
Golden
Combination
1
Certain
forward-looking
statements are included in this presentation, including statements
relating to a
proposed transaction between Canyon Resources Corporation and Atna
Resources Ltd. These statements
are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
These
forward-looking statements reflect Canyon's and Atna’s current expectations
regarding the proposed
transaction, and speak only as of the date of this
presentation. Investors are cautioned that all forward-
looking statements in
this presentation involve risks and uncertainties that could cause
actual
results to
differ materially from those referred to in the forward-looking
statements. Such risks and uncertainties
include, among other
things: (1) that Canyon stockholders will not support or approve the
transaction in a
timely manner, if at all; (2) that the closing of the
transaction could be materially delayed or more costly and
difficult than
expected; (3) that the final value of the transaction could be adversely
affected by changes
in stock price of Atna Resources; and/or (4)
that the transaction will not be consummated. A full discussion
of other known risks and uncertainties regarding Canyon Resources,
its business and operations are
included in its Annual Report on Form
10-K, for the year ended December 31, 2006, as filed with the SEC,
copies of which are available without charge from Canyon Resources. A
full discussion of other known risks
and uncertainties regarding
Atna Resources, its business and operations are included in its Annual
Report
on Form 20-F, for the year ended December 31, 2006, as
filed with the SEC, copies of which are available
without charge
from Atna Resources. These filings are also available electronically from
the SEC Web site at
www.sec.gov
.
If any of the events
described in those filings were to occur, either alone or in combination,
it
is likely that Canyon's or Atna's ability to reach the results
described in the forward-looking statements
could be impaired
and Canyon's and/or Atna's stock price could be adversely
affected. Neither Canyon
Resources or Atna Resources undertake any
obligation to update or correct any forward-looking statements
included in
this presentation to reflect events or circumstances occurring after the
date of this presentation.
Forward
Looking Statement
2
This
presentation is not an
offer to sell securities or the solicitation of an offer to buy securities.
In
connection with
the proposed transaction, Atna and Canyon intend to file
relevant materials with the SEC, including the filing by Atna
with the SEC
of a Registration Statement on Form F-4 (the "Registration Statement"),
which
will include a preliminary
prospectus and related materials to register the
common shares of Atna to be issued in exchange for Canyon
common stock. The
Registration Statement will incorporate a proxy statement/ prospectus
(the
"Proxy
Statement/Prospectus") that Canyon plans to mail to its stockholders
in connection with obtaining approval to the
proposed merger. The
Registration Statement and the Proxy Statement/Prospectus will contain
important
information
about Canyon, Atna, the transaction and related matters.
Investors and security holders are urged to read the
Registration Statement
and the Proxy Statement/Prospectus carefully when they are available.
Investors
and security
holders will be able to obtain free copies of the Registration
Statement and the Proxy Statement/Prospectus and other
documents filed with
the SEC by Canyon and Atna through the web site maintained by the SEC
at
www.sec.gov.
Canyon
and its directors and
executive officers also may be deemed to be participants in the solicitation
of
proxies
from the stockholders of Canyon in connection with the transaction
described herein. Information regarding the
special interests of these
directors and executive officers in the transaction described herein
will be
included in the
Proxy Statement/Prospectus described above. Additional
information regarding these directors and executive officers
is also
included in Canyon's annual report on Form 10-K, which was filed with
the SEC on
March 2, 2007. This
document is available free of charge at the SEC's web
site at www.sec.gov. Atna and its directors and executive
officers may be deemed to be participants in the solicitation
of proxies
from the stockholders of Canyon in connection
with the transaction described
herein. Information regarding the special interests of these directors
and
executive
officers in the transaction described herein will be included
in
the Proxy Statement/Prospectus described above.
Additional information
regarding these directors and executive officers is also included in
Atna's Form
20-F filed with
the SEC on June 30, 2005. This document is available free of
charge at the SEC's web site at www.sec.gov. Copies of
Atna’s filings
may also be obtained without charge from Atna at its web site (www.atna.com)
or
by directing a request
to Atna Resources Ltd., Attn.: Investor Relations,
510 – 510 Burrard Street, Vancouver, BC V6C 3A8.
Additional
Information
3
Atna
- Canyon merger
Canyon
shareholders receive 0.32
shares of
Atna for each Canyon share
Warrants,
options and convertible
debt
become Atna obligations
Canyon
special shareholder meeting
March
6, 2008
Close
transaction March
7
Transaction
4
Highlights
A
multi-million ounce gold company
Near
term production and cash flow
Pipeline
of gold development
projects
Western
U.S. gold focus
Synergistic
management team
Financial
strength to ensure long
term growth
5
Corporate
Information
U.S.$825,000
6% LT
Convertible Debentures
U.S.$825,000
6% LT
Convertible Debentures
Nil
Debt
U.S.$10
- 11 M
(projected
at
close)
U.S.$4.3
M
U.S.$12.2
M
Cash
*
90.8
million
73.2
million
67.2
million
Fully
Diluted
81.7
million
53
million
64.7
million
Shares
Outstanding
Combined
Canyon
Atna
*As
of September 30,
2007
6
Peer
Analysis
The
combined company trades at a low
Enterprise
Value / oz multiple relative to its peers
(1)
Assumes
70% ownership of Pinson
(2)
Includes measured, indicated,
inferred resources
(3)
Includes proven & probable
reserves and mineralized material
7
Re-rating
Potential
for significant re-rating
as several projects
are advanced toward production
(1)
Assumes
70% ownership of Pinson
(2)
Includes measured, indicated,
inferred
(3)
Includes proven & probable
reserves and mineralized material
US$67/oz
US$9/oz
US$37/oz
US$50/oz
US$75/oz
US$100/oz
Potential
Value to
Combined
Shareholders
+30%
+90%
+149%
(3)
(1)
(2)
$0.00
$0.50
$1.00
$1.50
$2.00
$2.50
$3.00
$3.50
$4.00
$4.50
Atna
Canyon
Combined
US$50/oz
US$75/oz
US$100/oz
Re-rating
potential
8
Management
Team
David
Watkins, MSc, CEO, Chairman
40
years of global mining &
exploration experience
James
Hesketh, MSc, President &
COO
30
years of banking and global
production experience
David
Suleski, BBA, CPA, VP &
CFO
25
years of mining finance and
accounting experience
Bill
Stanley, BSc, MBA, VP
Exploration
30
years exploration experience
focused in Nevada
9
Gold
Development Properties
Pinson
- Nevada
Briggs
- California
Reward
- Nevada
Seven
Up Pete
-
Montana
Western
U.S.
Focus
10
Mineralized
Material
Atna
(NI43-101)
1,146,600
0.340
3,374,000
Inferred
1,063,000
0.421
2,505,000
Measured
&
Indicated
Ounces
Au
Grade
oz/t
Tons
Cut-off
(2)
(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."
0.030
55,400,000
Mineralized
Material
(2)
291,000
0.030
9,600,000
Proven
&
Probable
Reserves
Ounces
Au
(3)
Grade
oz/t
Tons
Cut-off
(1)
(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
Canyon
(SEC
Guide 7)
Pinson
Project Resource
(1)
11
Pinson
-
Humboldt County, NV
Atna
70%, Barrick 30%
2.2
million ounce resource
1.1
million oz M&I @ 0.42 oz/t
1.1
million oz Inferred @ 0.34
oz/t
Barrick
to spend US $30
million before April 2009 to
earn a 70% interest
Goals
of Barrick program
Underground
development
85,000
feet of drilling
New
target exploration
Advancement
towards feasibility
and production
12
Briggs
-
Inyo County, CA
Near
term production
Existing
plant and infrastructure
Permitted
operating site and leach
pads
Open
pit engineering studies
complete
35,000
oz/year over four years
$468/oz
cash cost, $8.25 million
CAPEX
Underground
design completed
0.259
million tons @ 0.164 oz/ton Au
11,000
oz/yr over 3.5 years
$423/oz
cash cost, $4.9 million
CAPEX
Excellent
exploration
potential
High
grade structures
Six
mile strike length
550,000
oz historic
production
13
Reward
- Nye
County, NV
Feasibility
study completed
Heap
leach project
35,000
oz/year, four years
$24
million CAPEX
Cash
cost estimate U.S.$410
IRR:
13.2% @ $700 gold
Processing
and management
synergies with Briggs
Project
permitting underway
Approval
expected Q2 2008
Proven
&
Probable
Reserve
5.2
million tons @ 0.027 oz/ton Au
2.0
strip ratio
14
Seven
Up
Pete - Lincoln, MT
1991
feasibility study
Open
pit mine with CIP circuit
75,000
oz/year production shown in
prior
study
Resource
model (mineralized
material)
17
million Tons @ 0.035 oz/ton Au
Vein
system mineralization
Non-cyanide
metallurgical
test
work
Gravity/flotation
gold recovery
Positive
results developed
Private
lands and unpatented
claims
15
Gold
Exploration Properties
100%
Owned Projects
Jarbidge
Mt.
Edna
Tram
Searchlight
Joint
Venture and
Farm-Out Projects
Clover-
Yamana Gold
Adelaide
- Golden Predator
Mines
Tuscarora
–
Golden
Predator
Mines
TJ-DF
–
Sage
Gold
16
Royalties
Wolverine,
Yukon
(Yukon
Zinc)
9.4%
NSR on precious metals
McDonald,
Montana
(Newmont)
3%
NSR on 2,870 acres of fee mineral
rights
Dominican
Republic
(Energold)
0.4%
NSR and production payments on
12 properties
Mina
Cancha, Argentina
(Yamana
Gold)
2.5
% NSR on gold
deposit
17
Other
Assets
Montana
–
900,000
Acres of
Mineral Rights
Fee
mineral rights
Deposit
target types include
sedimentary hosted Cu/Ag, epithermal Au,
massive sulfide, porphyry Cu, and
industrial minerals
Wyoming
–
Uranium
Assets
Converse/Sand
Creek joint ventures
(Uranium
One/New
Horizon)
23,000
acres claimed or leased land
Chile
–
Silver
&
Copper
Assets
Cachinal
and Celeste joint ventures
(Valencia
Ventures
& Coro Mining)
Canada
–
Base
Metal Assets
Wolf
joint venture and Ecstall
property
18
Summary
A
multi-million ounce gold company
Near
term production and cash flow
Pipeline
of gold development
projects
Western
U.S. gold focus
Synergistic
management team
Financial
strength to ensure long
term growth
19
A
Golden Combination
Creating a
Unique Platform for Growth
ATN:TSX
CAU:AMEX
Atna
Resources Ltd.
Cautionary
Note to US
Investors
This
presentation and other
information released by Atna uses the terms "resources", "measured
resources",
"indicated resources" and "inferred
resources". United States investors are
advised that, while such terms are recognized and required by Canadian
securities laws, the SEC does not
recognize them. Under United States
standards, mineralization may not be classified as a "reserve" unless
the
determination has been made that
the mineralization could be economically
and legally produced or extracted at the time the reserve determination
is made.
Mineral resources that are
not mineral reserves do not have demonstrated
economic viability. United States investors are cautioned not to assume
that all
or any part of
measured or indicated resources will ever be converted into
reserves. Inferred resources are in addition to measured and indicated
resources.
Further, inferred resources have a great amount of uncertainty
as
to their existence and as to whether they can be mined legally or economically.
It
cannot be assumed that all or any part of the inferred resources
will
ever be upgraded to a higher category. Therefore, United States investors
are
also cautioned not to assume that all or any part of the inferred
resources
exist, or that they can be mined legally or economically.
20
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