Atlas Mining Company Announces Management Changes and $1 Million Capital Infusion
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OSBURN, Idaho, Jan. 12, 2009 (GLOBE NEWSWIRE) -- Atlas Mining Company (Pink
Sheets:ALMI) (the "Company") today announced the engagement of Material Advisors
LLC ("Material Advisors"), a management consulting firm, pursuant to a two year
management agreement. Material Advisors was formed to provide certain
managerial, operational and financial advisory services to the Company.
Pursuant to the management agreement, Andre Zeitoun, founder and Manager of
Material Advisors, has assumed the role of Chief Executive Officer of the
Company and was elected as a Director on the Company's Board.
Mr. Zeitoun and his team have extensive experience investing and taking an
active role in turning companies around and creating shareholder value. Mr.
Zeitoun was formerly Portfolio Manager at SAC Capital LLC, where he was in
charge of a several hundred million dollar portfolio invested primarily in
companies that required an operational and/or financial turnaround. Mr. Zeitoun
has longstanding relationships in the financial community as well as with key
decision-makers in certain of the Company's targeted industries.
Mr. Zeitoun commented: "The members of Material Advisors LLC have been long time
shareholders in the Company. We look forward to the completion of the Dragon
Mine feasibility study carried out by the geological consultants previously
engaged in May 2008 and are highly committed to maximizing shareholder value
through the commercialization of the mine's mineral resources."
Material Advisors is located in New York City and its advisory services will
include strategic planning services customarily performed by senior management
of public companies. Material Advisors will be paid $1 million per year and will
bear the costs of cash compensation to Mr. Zeitoun and other personnel and costs
associated with the services rendered. Under the management agreement, the
Company will provide Material Advisors with a ten year option to purchase an
amount equal to 10 percent of the fully diluted outstanding common stock of
Company as of January 1, 2009 at $.70 per share. The option vests and become
exercisable in 36 equal monthly installments. It is subject to accelerated
vesting in case of certain events and limitations on vesting and exercisability
in case of certain other events.
The Company also announced that concurrent with the engagement of Material
Advisors, it raised $1 million of capital through a private placement of 10.0%
Pay-in-Kind Mandatory Convertible Notes with a maturity date of December 31,
2018. The Company issued convertible notes as opposed to shares to the investors
because it did not have sufficient authorized but unissued shares to issue
shares to the investors. The notes will be convertible at a price of $0.35 per
share. They will be convertible by holders upon amendment of the articles of
incorporation to increase the number of authorized shares. They will be
mandatorily convertible upon such amendment of the articles, registration
covering the shares subject to such notes, and attainment of a market price in
excess of $0.35 per share. The Company cannot hold an annual meeting until it
becomes current with SEC filing requirements and until it files its 2009 Annual
Report on 10-K, which it currently expects to file on a timely basis in March,
2009. The Company currently expects to schedule an Annual Meeting in May, 2009.
This press release contains forward-looking statements relating to future events
or future financial performance that involve risks and uncertainties. The words
"believe", "expect", "intend", "anticipate", variations of such words, and
similar expressions identify forward-looking statements but their absence does
not mean that the statement is not forward-looking. These statements are only
predictions and actual results could differ materially from those anticipated in
these statements based on a number of risk factors.
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CONTACT: Atlas Mining Company
Andre Zeitoun, President and CEO
(208) 556-1181
W.S. Adamson and Associates
Bruce Whitehead
801-519-2264
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