SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 9, 2003
ATLAS MINERALS INC.
(Exact Name of Registrant as Specified in Its Charter)
COLORADO 1-02714 84-1533604
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) (Identification No.)
Suite 205, 10920 West Alameda Avenue, Lakewood, CO 80226
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 303-306-0823
NOT APPLICABLE
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(Former Name or Former Address, if Changes Since Last Report)
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ITEM 5. OTHER EVENTS
See Press Release attached as Exhibit 99.1 hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ATLAS MINERALS INC.
(Registrant)
Date: January 9, 2003 By /s/ Gary E. Davis
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Gary E. Davis
Corporate Secretary
Atlas Minerals Inc.
News Release
FOR IMMEDIATE RELEASE #03-01
Trading Symbol: ATMR.OTCBB January 8, 2003
Atlas Restructures Option Agreement on Grassy Mountain Gold Project; Assigns
Option for Merger with Western Gold Resources, Inc. to Its Subsidiary
Denver...Atlas Minerals Inc. (the "Company") and its wholly-owned subsidiary,
Atlas Precious Metals, Inc. (collectively "Atlas"), announced today that they
have restructured the option agreement (as amended) with Seabridge Gold, Inc.
(f/k/a Seabridge Resources Inc.) and its wholly-owned subsidiary, Seabridge Gold
Corporation (collectively "Seabridge"), under which Seabridge has the right to
acquire from Atlas the Grassy Mountain gold property located in eastern Oregon.
Under the original acquisition terms, Seabridge would have acquired the Grassy
Mountain property by paying Atlas US$1.7 million in a combination of cash,
Seabridge common shares and notes for partial deferred payment. To accommodate a
preference for upfront cash, the purchase terms with Seabridge have been
restructured. Specifically, Seabridge has delivered to Atlas a US$300,000 option
payment in exchange for which Seabridge has obtained the right to acquire the
Grassy Mountain property for US$600,000, provided payment is received by Atlas
on or before March 31, 2003
The Company has also assigned to Atlas Precious Metals, Inc. an option agreement
with Western Gold Resources, Inc. ("Western Gold") dated September 4, 2002,
pursuant to which the Company has the right to acquire 100% of the outstanding
shares of Western Gold. Western Gold's primary asset is the Estrades
polymetallic mine located approximately 120 miles northwest of Val-d'Or in
northwestern Quebec. The Company is in the process of completing extensive due
diligence of the Estrades mine.
As a result of this assignment, Atlas Precious Metals, Inc. now has the right to
acquire Western Gold. In conjunction with the assignment, Western Gold agreed to
extend the option period to March 31, 2003, or such other date as may be agreed
upon, and Atlas Precious Metals, Inc. paid Western Gold the sum of $50,000 which
will be deducted from the merger consideration otherwise due and payable to
Western Gold upon completion of the merger. However, until the Company and Atlas
Precious Metals, Inc. complete their due diligence of the Estrades mine, no
decision regarding consummation of the merger has been made and no guarantee can
be made that the merger will be completed.
Atlas President and CFO, Gary E. Davis, indicated that the foregoing
transactions represent the initial steps in effecting necessary changes required
to move Atlas forward. He noted that "the restructuring of the sale of Grassy
Mountain was a key component of this effort."
In a separate transaction, Seabridge has agreed to provide US$500,000 in
financing for Atlas or a related subsidiary by March 31, 2003. Mr. Davis said
that "he was gratified that Seabridge believed enough in Management's vision of
the Company to actively participate in the rebuilding effort through the private
financing."
The Company is in the business of development and exploitation of natural
resource properties. Current efforts are being directed toward the
identification of possible acquisition opportunities of smaller-scale
properties, primarily in the sectors of industrial minerals, base metals, and
precious metals, which can be placed into production quickly and at low cost.
For further information contact Gary E. Davis, President and Chief Financial
Officer, at 303-292-1299.
On behalf of Atlas Minerals Inc.
"Gary E. Davis"
President and Chief Financial Officer
The statements contained in this release that are not historical facts are
forward-looking statements under the federal securities law. These
forward-looking statements are no guarantee of future performance, and involve
certain risks, uncertainties and presumptions that are difficult to predict.
Actual outcomes and results may differ materially from what is expressed or
implied by such forward-looking statements. The Company takes no obligation to
update publicly any forward-looking statements, whether as the result of new
information, future events or otherwise. This release is not an offer of
securities for sale in the United States; securities may not be offered or sold
in the United States without registration or an exemption from registration.
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Suite 205, 10920 West Alameda Avenue, Lakewood, CO 80226
Telephone: (303) 292-1299 Facsimile: (303) 297-0538