ATW Gold To Merge With Kinbauri Gold Corp.

ATW Gold Corp. (TSX VENTURE:ATW) ("ATW") is pleased to announce that it has
entered into a binding letter agreement with Kinbauri Gold Corp. (TSX
VENTURE:KNB) ("KNB") to combine the two companies under a plan of arrangement.
Pursuant to the agreement, Kinbauri shares will be exchanged at the agreed ratio
of 1.35 ATW shares for each Kinbauri share, implying a purchase price of C$0.85
per Kinbauri share using closing share prices on July 10, 2009 (the
"Transaction").


Conference Call

A conference call will be held on Tuesday July 14, 2009 at 1.00pm EDT.

Presentation is available at www.kinbaurimaximized.com and

http://events.snwebcastcenter.com/kinbaurigold/20090714/index.php

Call-in Numbers:

Greater Toronto - 416-644-3424

Toll-Free (North America) - 1-800-732-0232

Toll-Free (Europe) - 00-800-2288-3501

Toll-Free (Australia) - 0011-800-2288-3501

Playback

Toronto: 416-640-1917 Passcode: 21310993#

Toll-Free: 877-289-8525 Passcode: 21310993#

There will be a question and answer session following management presentations
during the call.


The combination of ATW and Kinbauri will move ATW closer to its goal of becoming
a mid-tier gold producer. With one mine currently in production and a second
mine presently under scoping study, the addition of the Kinbauri assets has the
potential to increase the production profile of ATW significantly. Summaries of
the measured, indicated and inferred resources contained on ATW and Kinbauri
properties are available on the company websites, www.atwgold.com and
www.kinbauri-gold.com. Other highlights of the combined entity are:


- Diversified operations with significant reserve/resource upside in three
producing or close to producing gold mines. The assets have significant
infrastructure already in place, and are located in geopolitically and mining
friendly jurisdictions;


- Management from both ATW and Kinbauri with their extensive combined mine
operating, development, financing and exploration experience, including Graham
Harris as Executive Chairman, Brent Butler as CEO and Brian McEwen as President;
and


- Strategic position and management experience to leverage continued
consolidation in the gold industry.


"We understand that higher offers for the Kinbauri assets were being entertained
and therefore our efforts were directed towards expediting a friendly
transaction that would benefit both groups of shareholders. Our merger with
Kinbauri brings ATW closer to its stated goal of becoming a leading mid-tier
gold producer," said Graham Harris, Executive Chairman of ATW. "We are pleased
to combine ATW's strong foundation of professionals, with experience bringing
our Burnakura mine into production, with Kinbauri's team."


Brian McEwen, Director of Kinbauri stated, "The Transaction with ATW delivers
significant value to Kinbauri shareholders and to Kinbauri's flagship El Valle
Project. We ask all shareholders to join us in supporting the transaction."


Upon completion of the Transaction, ATW will have approximately 149,691,086
shares outstanding, being the sum of its present issued and outstanding shares
and the 1.35 shares ATW is issuing for each of 59,348,051 shares of Kinbauri
issued and outstanding. In addition, ATW will have the obligation to issue an
additional 1.35 shares of ATW for any Kinbauri warrants or options exercised
prior to the closing of the Transaction. ATW's current shares outstanding figure
of 69,571,217 does not include ATW's obligation to issue 4,000,000 ATW shares in
settlement of its outstanding obligations to Batavia Mining Corp., an issuance
that was approved by the TSX Venture Exchange.


Transaction Details

The Transaction is expected to be structured as a plan of arrangement between
Kinbauri and a newly formed, wholly-owned subsidiary of ATW. Under the terms of
the Transaction, Kinbauri shareholders will receive 1.35 common shares of ATW
for each common share of Kinbauri. Each outstanding Kinbauri convertible
security will become exercisable for ATW common shares based on the exchange
ratio and resulting price adjustment. Two Kinbauri directors, Brian McEwen and
Marilyn Blooval, will join the ATW Board of directors. Brian McEwen will also be
appointed President of ATW and President of the Kinbauri Espana. The Transaction
will be subject to approval of the shareholders of Kinbauri and ATW.


The letter agreement setting out the Transaction includes a commitment by
Kinbauri not to solicit alternative transactions to the proposed Transaction.
ATW has also been provided with certain other rights customary for a transaction
of this nature, including the right to match competing offers made to Kinbauri.
The letter agreement also provides for a break fee of approximately Cdn$1
million to be payable to ATW in certain circumstances.


Completion of the Transaction is subject to a number of conditions, including:
the receipt of all necessary regulatory and court approvals (including the
approval of the TSX Venture Exchange (the "Exchange")); obtaining approvals from
the shareholders of ATW and Kinbauri at meetings to be held no later than
September 25, 2009.


Investors are cautioned that, except as disclosed in the management information
circular to be prepared in connection with the Transaction, any information
released or received with respect to the Transaction may not be accurate or
complete and should not be relied upon.


About Kinbauri Gold Corp.

Kinbauri Gold Corp. is a Tier 1 Exchange listed mineral exploration and
development company focused on the development of precious metal prospects in
Spain, Nevada and Canada. The Corporation's primary focus is to develop mine
plans and begin operations at its El Valle/Carles property in Asturias,
northwestern Spain in 2010.


ATW's financial advisor is PI Financial Corp. and its legal counsel is C. D.
Farber Law Corporation. PI Financial have been commissioned to complete a
fairness opinion on the transaction on ATW's behalf. Kinbauri's financial
advisor is Gryphon Partners and its legal advisor is Wildeboer Dellelce LLP.


About ATW

ATW is a gold producer and developer, with two gold mines in Western Australia
and is listed on Tier 1 of the Exchange (TSX VENTURE:ATW). ATW is incorporated
under the Business Corporations Act (British Columbia) and was listed on the
Exchange in November 2006 via an initial public offering. ATW made its first
mining acquisition, the Burnakura Gold Mine, in December 2007. Within 15 months,
Burnakura was recommissioned, permitted and gold production commenced. During
that time, six months after the Burnakura acquisition, ATW acquired its second
mine, the Gullewa Gold Mine. The Gullewa Mine, a past-producing mine, is ATW's
flagship project. ATW is conducting further exploration and other work with the
goal of commencing production from the Gullewa Mine in 12 to 15 months. ATW's
team is comprised of Mine Engineers, Geologists and finance experts, with over
100 years of combined experience in the mining industry having operated
worldwide.


ATW Gold Corp.

Brent Butler, President & CEO

"This news release may contain forward-looking statements. Forward-looking
statements address future events and conditions and therefore involve inherent
risks and uncertainties. Actual results may differ materially from those
currently anticipated in such statements."