GOLDEN, Colo., Sept. 14 /CNW/ -- Atna Resources Ltd. ("Atna") - (TSX: ATN) announces that it is proposing to issue by way of a non-brokered private placement (the "Private Placement") an aggregate of up to $1,500,000.00 of secured transferable debentures (the "Debentures"). The Debentures will bear interest at a rate of 12% per annum and will mature on the date that is 12 months from the date of issue. Each Debenture may be converted into common shares of Atna ("Common Shares") at the option of the holder at any time, in whole or in part, at a conversion price of CAD$0.76 per share. Atna will have the right to prepay amounts outstanding under the Debentures at any time on or after the date that is 6 months from the date of issue.

The Private Placement is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the acceptance of the Toronto Stock Exchange. The Debentures and Common Shares issued upon conversion of the Debentures, if any, will be subject to a standard four-month hold period.

Management expects that the net proceeds from the Private Placement will be used for general corporate purposes, including working capital.

Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the Private Placement constitutes a "related party transaction" as a director of Atna, Glen Dickson (the "Related Party"), will be subscribing in the amount of $100,000 of Debentures. Atna will rely upon the formal valuation exemption in Section 5.5(a) of MI 61-101 and upon the minority approval exemption in Section 5.7(a) of MI 61-101. Such an exemption is available to Atna as at the time the transaction was agreed to, neither the fair market value of the subject matter of, nor the fair market value consideration for the transaction, insofar as it involves interested parties, exceeds 25% of Atna's market capitalization. As a related party transaction, the following additional disclosures are provided as required by Section 5.2 of MI 61-101.

Since the Debenture issuance transaction is limited to $1,500,000.00 management expects little to no effect on Atna's business and affairs from the issuance of the Debentures.

The Related Party, to the extent that he holds Common Shares, will experience the same effects as other Atna shareholders as a result of the issuance of the Debentures. The Related Party will be entitled to receive interest and return of the principal amount of the Debentures in priority to Atna shareholders.