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ATW - ATW Venture Corp. (TSXV) - Page 2

post #21 of 83
5/21/09 at 1:25pm
My platform sent a message that this was halted....checking out.
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post #22 of 83
5/21/09 at 11:32pm
Nice, and I don't see dilution here. This is the way to go. Also, the market liked the news too. Up 13.5% to .84:

ATW Closing $10 Million (Usd) Gold Loan And Production Marketing Agreement - Production Increase At Burnakura

May 21, 2009

Vancouver, BC – ATW Gold Corp. (ATW: TSX-V) (“ATW” or “the Company”), is pleased to announce it is completing a USD $10,000,000 gold loan (the “Loan”) and concurrent Production Marketing agreement with an international metals fund (the “Lender”). Due to various supporting documents being executed in three countries, the closing of the Loan is underway and expected to conclude over the next 24 to 48 hours. Proceeds of the Loan will be used to increase production at Burnakura, for exploration to increase resources and reserves at Burnakura and for general working capital.

The Loan is being extended in three tranches, the first tranche of USD$6,000,000 having been received by ATW. The second tranche of USD$3,000,000 will be made in 18 months, on certain conditions, including the condition ATW is not in default of payments to that date. The third tranche of USD$1,000,000 will be made after 24 months, on the condition ATW is not in default of payments to that date.

Repayment of the Loan will be made by 36 monthly deliveries of 475 ounces of gold from the production at ATW’s Burnakura Mine (the “Payments”). The Lender has been granted options (the “Options”), for 24 months, to purchase an additional 475 ounces of gold per month at an exercise price of USD$1,000 per ounce.

ATW is also entering into a Production Marketing Agreement allowing the Lender, upon notice to ATW, to purchase any excess of production that ATW has from the Burnakura Mine, over and above the Payments and any gold delivered in connection with the exercise of the Options. Gold purchased under the Marketing Agreement will be priced, at the Lender’s choosing, at either the London Gold Market AM Fixing Price or the Comex (1st Position) Settlement Price, less $0.50 per troy ounce, on the day after the Lender is notified by Barclays Bank plc that credit has been posted to a pool account.

Casimir Capital LP, an investment banking firm in New York, acted as agent in respect of the transactions (the “Agent”). The Agent will receive a commission of 6% on the funds raised under the Loan, paid in tranches as the Loan funds are received. As a result, the Agent is receiving $360,000 for the first tranche of the Loan, $180,000 on closing of the second tranche in 18 months and $60,000 on closing of the third tranche in 24 months. In addition, the Agent is being issued 500,000 broker’s warrants, each warrant exercisable for one common share of ATW for a period of two years at an exercise price of $0.80 per share.

The contents of this news release have been reviewed by Brent Butler, President and CEO, who is a qualified person as defined by National Instrument 43-101.

Graham Harris, Chairman of ATW Gold Corp. commented, “ATW Gold Corp is pleased to have entered into this arrangement, the additional capital allows us to expand the plant capacity and increase gold production at Burnakura. We will also be commencing an aggressive drill plan aimed at increasing Burnakura’s current mine life. We trust that our current shareholders will appreciate the non dilutive nature of this financing and the expected increase in cash flow that will result from anticipated increases in production.”

To find out more about ATW Gold Corp. please contact investor relations at 604-662-8184 or email investor@atwgold.com. You may also visit our website at www.atwgold.com.

ATW GOLD CORP.

“Graham Harris”

Graham Harris
Chairman and Director

“Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
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post #23 of 83
5/21/09 at 11:55pm
...........of course it was halted today......

I sold it yesterday

Sometimes you can't win at these games!

Cheers
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post #24 of 83
7/14/09 at 1:37am
Thread Starter 
I'm excited to find out the reason for today's halt. They don't need financing money, and they put out drill results just last week. A merger or acquisition perhaps?
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post #25 of 83
7/14/09 at 4:15pm
ATW, Kinbauri agree to merger


2009-07-14 10:50 ET - News Release

Also News Release (C-KNB) Kinbauri Gold Corp


Mr. Brent Butler of ATW reports

ATW GOLD TO MERGE WITH KINBAURI GOLD CORP.

ATW Gold Corp. has entered into a binding letter agreement with Kinbauri Gold Corp. 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 85 cents per Kinbauri share using closing share prices on July 10, 2009.

Conference call

A conference call will be held on Tuesday, July 14, 2009, at 1 p.m. Eastern Time.

The presentation is also available on Kinbauri's website.

Call-in numbers:


Greater Toronto: 416-644-3424

Great deal for Kinbauri - no brainer buying them here under .70
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post #26 of 83
7/14/09 at 7:12pm
Thread Starter 
Hey Mouser, thanks for posting the news release.

On first read it seems like KNB is getting the sweet end of the deal, based on the premium they are getting and the fact that in the end 53% of the combined company will be held by former KNB shareholders. Not sure why ATW felt they needed to make such a deal when they were already a great story with plenty on their plate. But ATW's management are very bright guys and they obviously saw something they liked.

Based on the arbitrage I've sold some of my ATW and picked up some KNB.....
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post #27 of 83
7/14/09 at 7:16pm
Hi there,
was watching this too. Don't understand why KNB is trading below 70 cents.

I'm new here, I am from the Netherlands, sorry for not being able to write perfect english.
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post #28 of 83
7/14/09 at 7:27pm
Obviously some dumping on KNB - perhaps wondering if the deal will really proceed - almost seems too good to be true. A gold producer buying you out by giving you more than half of the merged company?
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post #29 of 83
7/14/09 at 8:44pm
Thread Starter 
Well there is a chance that the deal will not go through, but that's a very small likelihood IMHO.

Yes it still has to be approved by the shareholders of both companies. KNB's will obviously approve it; based on the terms how can they not? As for the ATW shareholders, I believe that it will be voted through. We here might be questioning what's going on, but us retailers are small fry in the big scheme of things. The fact that it was ATW's management and board that put forth the offer (an aggressive one at that) means they see something they like and really want this to happen. I'm sure they would have had discussions with Sprott and other deep-pocketed holders prior to going through this whole song and dance. On top of all of the due diligence time and dollars, as per the CC there's also a $1M breakup fee I believe -pretty steep considering the little cash that each company is holding. This is now just going to take some time to get through.
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post #30 of 83
7/14/09 at 10:53pm
Yes these deals always take some time - as both cos have to get shareholder approval. The real positive is that this deal valued KNB at around 50 MILLION or about 60% better than Orvana's offer. I suspect a lot of the negativity and bashing on the boards are from disappointed ORV share holders and some of those ATW longs who expect their shares to drop further because of the deal.
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post #31 of 83
7/14/09 at 11:49pm
...I hope the mngt at ATW know what they are doing.
Something to support the share price would be nice at
this time

Cheers
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post #32 of 83
7/16/09 at 10:30pm
Thread Starter 
Still early, but the market seems to like the deal so far. Both ATW and KNB up a few pennies from were they were before the announcement.

Here's some info on KNB's property provided by the Northern Miner: http://www.kinbauri-gold.com/press/r...MOL-Mar509.pdf

And this was posted on Minesite.com today:

Quote:
ATW Gold Trumps Orvana In The Battle For Kinbauri, And Now Aims To Move Rapidly To Production Of 250,000 Ounces Per Year
By Alastair Ford

“We’re going for it. We just are. We think it’s a good acquisition”. So says Andrew Bowering, Vancouver-based director of ATW Gold, a company that’s just joined the growing ranks of Canadian-listed juniors that have set off down the consolidation trail. In this case ATW’s C$0.85 per share all-share bid for fellow Canadian Kinbauri Gold knocks another bidder out of the picture, as Orvana’s C$0.55 cash bid now looks dead in the water. That’s not the whole story, though, as it’s widely thought that Kinbauri also had another cash bid on the table at no less than C$0.70. Following the news Kinbauri’s shares jumped from the C$0.55 Orvana-inspired price to around C$0.68, indicating that the market liked the extra interest, but wasn’t entirely convinced that the deal will come off. Added into that mix was a general feeling that ATW might be bidding too high, and ATW’s own shares dropped by six per cent to C$0.59, taking some of the initial premium that had been on offer to Kinbauri shareholders off the table.
Still, even allowing for that drop, the deal comes in at just shy of C$0.80 per share. At that level it looks like a reasonable one for Kinbauri shareholders, who, on Andrew Bowering’s way of thinking at any rate, have been suffering from investor fatigue lately, but who nevertheless were looking for something with more upside than a cash bid when it came to contemplating an exit route. In actual fact, though, Kinbauri shareholders will retain just over 53 per cent of the enlarged company, so they’ll still, nominally, be in control. Two of their senior men, Brian McEwen and Brent Butler will run it as President and chief executive respectively, while ATW chief Graham Harris becomes executive chairman. And what do we read into the fact that on the international conference call that was organised shortly after the deal was announced, both Brian and Graham were speaking from Kinbauri’s El Valle/Carles site? Perhaps not too much, but on the future production numbers it’s clear that the Kinbauri asset will be the flagship.

But what’s perhaps more important to investors right now is that the ATW bid is coming in at a price 115 per cent higher than the level at which Kinbauri shares were trading before Orvana made its initial C$0.55 bid. And at their current C$0.66 Kinbauri shares are at their highest level since August of last year. So Kinbauri’s El Valle/Carles project in Spain is finally stirring up some interest - at last. With a 2010 production target of 145,000 ounces of gold equivalent per year, you might ask why wouldn’t it? But legal tussles with prospective funding partners do not go towards creating a strong rating in any market, and even when it looked as though Kinbauri was putting its legal problems behind it, the market was never clear how it would be funded. ATW’s attitude to fundraising is bullish, and in the meantime, ATW already has production, and as Graham Harris says, “the cheques are rolling in”.

If this deal is closed off, the recommencement of production at El Valle/Carles would qualify as ATW’s second producing mine, following on from the Burnakura mine in Western Australia which has now been in production for three months. ATW’s other Australian project, Gullewa, drops to third place in terms of timing, as it still requires drilling, a proper 43-101 resource calculation and a scoping study at the very least before a firm production decision can be made. Still taking them all together it looks as though the enlarged ATW would slide easily into the ranks of the 250,000 ounce producers. With El Valle/Carles showing a total cost per ounce of just under €255 per ounce on US$750 gold and US$2.50 copper there’ll be plenty of margin too.

It’s not done and dusted yet, of course. So far only a “binding letter agreement” is in place. The next step, according to Andrew Bowering, is an “arrangement agreement”. But for those not versed in the niceties of corporate takeover law – and it could get very intricate given that there are three major jurisdictions involved – the important statement is that ATW thinks the deal can be done. “We don’t have any issues with shareholder support”, says Andrew. “We think we can get that. We think they can get that”. What’s more, and what’s crucial to the future now, is his attitude to future funding. “We’re not afraid to raise money”, he says, which is good, because El Valle/Carles will require a bob or two – perhaps somewhere between €35 million and €50 million, according to Brian McEwen. Still, the market’s been looking up in Canada lately, and not only that, Andrew Bowering reckons there’s interest coming out of the US and London too. As far as a fundraising goes, “it’ll just come down to what structure it’ll be”, he says, in reasonably robust fashion. But before we get to all that, the shareholders will have to have their say.
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post #33 of 83
7/21/09 at 8:09pm
Thread Starter 
This one continues to be interesting....

This morning, ORV upped their all-cash offer to KNB from $0.55 to $0.75, with KNB's largest shareholder (Jaguar) signing a lock-up agreement in support of ORV's offer. On L2 there was a 1.3M share bid at $0.73 all day.


In response, KNB just issued the following release:

Quote:
Kinbauri Shareholders Are Advised to Take No Action at This Time Regarding Orvana's Revised Offer

OTTAWA, ONTARIO, Jul 21, 2009 (MARKETWIRE via COMTEX News Network) --
Kinbauri Gold Corp. ("Kinbauri") (TSX VENTURE: KNB)(FRANKFURT: 3KG.DE) has been advised that Orvana Minerals Corp. ("Orvana") has raised its all-cash offer for Kinbauri to C$0.75 per share from C$0.55 (the "Orvana Offer") and that investors holding 23.6 percent of Kinbauri's outstanding shares have signed lockup agreements in support of the Orvana Offer. The Orvana Offer will expire at 11:59 pm (Vancouver time) on July 31, 2009, unless withdrawn or extended.

On July 12, 2009, Kinbauri announced that it had signed a binding letter agreement with ATW Gold Corp. (TSX VENTURE: ATW) ("ATW") to combine the two companies at the agreed exchange ratio of 1.35 ATW shares per Kinbauri share, which implies a purchase price of C$0.85 per Kinbauri share using closing share prices on July 10, 2009.

Kinbauri's Board of Directors recommends that shareholders do not take any action (including the tendering of shares) with respect to the Orvana Offer, until the Special Committee of the Board of Directors has completed its review and the Board of Directors has had an opportunity to fully evaluate the Orvana Offer and communicate its views to shareholders.

For assistance in withdrawing any shares already tendered, or other questions, please contact Laurel Hill Advisory Group, the Information Agent retained by Kinbauri in connection with the Orvana Offer, toll free at 1-888-812-9184 from anywhere in Canada or the United States and collect at 416-637-4661 from outside North America.

Glad I picked up some KNB in the 60's last week, and am curious to see how this drama will unfold over the next 10 days.....
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post #34 of 83
7/22/09 at 12:01am
JonEcash:
....good score on your KNB!

ATW is my july pick
Looks like I should have dumped it the last few weeks

Cheers
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post #35 of 83
7/22/09 at 12:22am
Thread Starter 
Hey agman, I would not worry too much about your ATW shares. They are way undervalued. The 3 reasons for the drop were:

1) seasonal slowdown

2) approx. 7M in financing shares at $0.62 that become free trading August 1

3) this deal with KNB, that has created some uncertainty regarding ATW's immediate future.


So as you can see, all 3 of these will be cleared up soon enough -but until then now is a good time to accumulate on the cheap. Remember, Sprott acquired 5.7M units at $0.62 in the financing back in March, and ATW is now PROFITABLE! We'll probably see that when quarterly results are released in August....
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post #36 of 83
7/22/09 at 12:48am
Quote:
Originally Posted by JonEcash View Post
Hey agman, I would not worry too much about your ATW shares. They are way undervalued. The 3 reasons for the drop were:

1) seasonal slowdown

2) approx. 7M in financing shares at $0.62 that become free trading August 1

3) this deal with KNB, that has created some uncertainty regarding ATW's immediate future.


So as you can see, all 3 of these will be cleared up soon enough -but until then now is a good time to accumulate on the cheap. Remember, Sprott acquired 5.7M units at $0.62 in the financing back in March, and ATW is now PROFITABLE! We'll probably see that when quarterly results are released in August....
I totally agree JonEcash!
I try to stick with only producing mining companies now.
I believe in a years time or quicker, most will be much higher

Cheers
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post #37 of 83
7/27/09 at 10:11pm
Thread Starter 
ATW Gold Corp.<http://www.atwgold.com/_resources/atw_email4.jpg>
ATW Arranges Credit Facilities And Loan Agreements Exceeding $50 Million (USD)

July 27, 2009

Vancouver, BC – ATW Gold Corp. (ATW: TSX-V) (“ATW” or “the Company”), is pleased to announce it has reached an agreement with Red Kite Explorer Fund Limited (“Red Kite”), part of the Red Kite family of funds, pursuant to which Red Kite will extend ATW certain credit facilities and other financial instruments.

1. $40 Million Standby Credit Facility for Kinbauri Acquisition

Red Kite has agreed to provide ATW with a USD $40,000,000 standby credit facility (the "Kinbauri Facility"), on customary terms and conditions, subject to ATW completing the acquisition of Kinbauri Gold Corp. as announced on July 14, 2009. The loan is subject to further customary due diligence to be performed by Red Kite, and ATW securing additional finance to advance the El Valle project through feasibility and mine commissioning.

The Kinbauri Facility is expected to be advanced under the following terms:

- A three year stand-by credit facility bearing 12% per annum;

- The credit facility will be secured by a first charge over all of the Kinbauri assets;

- ATW agrees to enter into a standard off-take agreement for the gold and copper produced from the El Valle asset.

2. $10 Million Credit Facility to Advance the Gullewa Gold Mine Project

In addition, Red Kite has agreed to provide a further USD $10,000,000 credit facility (the "Gullewa Facility") to advance ATW’s Gullewa Gold Mine Project. The Gullewa Facility will bear interest at a 12% annual rate, amortizing monthly. It is likely that the funds from the Gullewa Facility will be used to finalize the scoping study and initiate plant refurbishment.

The Gullewa Facility is subject to a fixed and floating charge over all of the ATW assets (not including the Kinbauri assets should the proposed merger be successful), and to further customary due diligence to be performed by Red Kite.

3. Amendments to Existing Gold Loan Off-Take Agreement

Further to the Company’s news release dated May 21, 2009, wherein the Company announced completion of a $10 million (USD) gold loan and concurrent production marketing agreement (the "Off-Take Agreement") with Red Kite, both Red Kite and the Company have agreed to amend the terms of the Off-Take Agreement such that the time to pay ATW for marketing its gold production from the Burnakura Mine (under the Off-Take Agreement between ATW and Red Kite) is immediately reduced to 15 days from 30 days.

The Company expects to complete formal agreements regarding the Off-Take Agreement, the Gullewa Facility and the Kinbauri Facility in the coming weeks.

Graham Harris, Chairman of ATW Gold Corp. commented, “Today’s announcement further strengthens our financial resolve to develop our existing assets. Aligning with Red Kite , one of the world's largest metals-focused investment firms, helps ATW begin to secure the financing necessary to take El Valle through final feasibility and toward production.”

“We urge the current shareholders of Kinbauri to support the plan of arrangement announced, so that they may benefit from the upside in growth and production profiles that a combined ATW Gold Corp and KInbauri Gold offers.”

About Red Kite

Red Kite manages a diversified group of investment strategies specific to the non-ferrous and precious metals markets, in addition to the Red Kite Explorer mine financing fund. Red Kite's team of experienced professionals draw upon proprietary information flows sourced through the group's operation of a significant physical metals business. The firm operates across the global metals industry from offices in Bermuda, Hong Kong, London, New York, Shanghai and Sydney. In addition to the Red Kite Explorer Fund, Red Kite manages four other funds -- Red Kite Metals, Red Kite Compass, Red Kite Prospect 1 and Hong Feng Zheng -- which are predominantly trading focused and hold arbitrage, relative value, and directional positions. All of Red Kite's funds delivered positive returns in 2008.

About the Red Kite Explorer Fund

The Fund provides mining companies with project financing and metal offtake agreements, allowing them to initiate or expand mine production. All financing transactions include offtake, or forward-purchase, agreements enabling the Fund to purchase the individual mine's future metal production.

The amendments to the Off-Take Agreement and the granting of the Gullewa Facility and the Kinbauri Facility are all subject to the approval of the TSX-Venture Exchange as is the compensation payable to the Agent in connection therewith.

Casimir Capital LP, an investment banking firm in New York, acted as ATW's agent in respect of the Gullewa Facility and the Kinbauri Facility (the “Agent”).

The Agent will receive a commission of 6% on the funds advanced under the Gullewa Facility and the Kinbauri Facility, paid in tranches as funds are received. In addition, the Agent will be issued 200,000 broker’s warrants on the basis of 200,000 warrants for each USD $10,000,000 in credit drawn down. Each warrant exercisable for one common share of ATW for a period of two years at an exercise price of 125% of the market price of ATW's shares on the date prior to the entering into of formal agreements.

To find out more about ATW Gold Corp. please contact investor relations at 604-662-8184 or email investor@atwgold.com. You may also visit our website at www.atwgold.com.

ATW GOLD CORP.

“Graham Harris”

Chairman and Director
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post #38 of 83
8/10/09 at 9:19pm
Thread Starter 

News.

I apologize for not updating this thread with the latest news on a timely basis. So am putting in the headlines here, with the links:

Quote:
July 27, 2009 - ATW Arranges Credit Facilities And Loan Agreements Exceeding $50 Million (USD)
http://www.atwgold.com/news/index.php?&content_id=127

Quote:
July 31, 2009 - ATW Terminates Letter Agreement With Kinbauri Gold Corp.
http://www.atwgold.com/news/index.php?&content_id=128
Quote:
August 4, 2009 - ATW Announces a Non-brokered Private Placement of $5,900,350
http://www.atwgold.com/news/index.php?&content_id=129

So in a nutshell:

One reason the market was hesitant to support the acquisition of KNB by ATW was due to ATW's supposed lack of funds to further KNB's projects as well as their own. This was taken care of by ATW securing a $50M USD loan (dependent on the merger ocurring).

However, KNB's management dropped the ball by not showing enough support for the deal with ATW after ORV raised their all cash offer for KNB to $0.75. Therefore, ATW terminated their plans to acquire KNB. This was a good move IMO, since it seemed like acquiring KNB was taking on too much risk too early, when they should just be trying to establish a solid foundation of profitability with their first producing mine.

Then to the surprise of many shareholders the Company did a private placement with a single, wealthy individual named Ernesto Echavarria who is now the largest shareholder in ATW. The rub is that the placement was done at a sweetheart price of $0.53 cents when the stock was trading at around $0.64. This was a 20% discount causing unnecessary dilution, when many of us believed they didn't need any funds right now!

Because of this, along with the fact that shares from the previous placement became free trading on August 1, the stock has sold off to a low of $0.55 today. IMO however, this has created a great opportunity to pick up shares on the cheap. Remember, that Sprott put in $3.5M at $0.62 and this current price isn't too much more than what the Echavarria got in at.....
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post #39 of 83
8/14/09 at 7:17pm
Thread Starter 

Promotions.

http://www.theaureport.com/pub/co/561

http://www.proactiveinvestors.com/co...lion-2180.html


Those links and notices such as below show that there's lots of eyes on this company, so it's only a matter of time. I'm certainly a buyer at this level....

Quote:
Dear subsriber,

Mercator Minerals (ML.TO) ended the day at C$2.68, up 15%, meaning a gain of an incredible 103%sinceour report at july 1st! We think a top may be near and recommendto takeyour invested amount out, and letting your "free" shares ride!Or take again of 50%, and keep 25% of your shares for free!

Forsys Metals ended the day at C$ 6.59, up 25% since our June 18th alert! GFI confirmed its takeover offer of C$7, and is expected to close on August 17th.

In fact, ATW Gold is the only one struggling to find a wayup. At this point, we are around C$0.54, while we have an average ofC$0.64 on it. We are (again) a buyer in this region, as we firmly believe a market cap of 32M CAD forthis company is just ridiculous!
And we want to thank all of you for the kind e-mails we receive daily. It's always good to know our work is appreciated. Thanks!
If you are happy with our services, just tell the world!

Kindly yours, and have a great evening!
The Caesars Report Team.

www.caesarsreport.com
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post #40 of 83
8/18/09 at 2:04pm
I'm all over ATW at the current price as well - tremendous value here

http://stockcharts.com/h-sc/ui?s=atw...d=p05192915178

TZ
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