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SVU

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Share Name Share Symbol Market Type
TSXV:SVU TSX Venture Common Stock
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Spur Ventures Inc.: Shareholders of Atlantic Gold Approve Scheme of Arrangement

31/07/2014 2:25pm

Marketwired Canada


Spur Ventures Inc. (TSX VENTURE:SVU) (OTCBB:SPVEF) ("Spur") is pleased to
announce that Atlantic Gold NL ABN 82 062 091 909 (ASX:ATV) ("Atlantic") has
released an announcement to the Australian Securities Exchange ("ASX") noting
that shareholders of Atlantic have voted in favour of the proposed merger of
Atlantic and Spur by way of a scheme of arrangement under Part 5.1 of the
Australian Corporations Act 2001 (Cth) ("Scheme"), under which Spur will acquire
all the fully paid and partly paid ordinary shares on issue in Atlantic.


Atlantic has confirmed that the shareholders of Atlantic approved the Scheme at
the meeting of Atlantic shareholders held on July 31, 2014 (Sydney time) by the
requisite majorities. 


The Scheme remains subject to final approval of the Federal Court of Australia
at a hearing scheduled to take place on August 6, 2014 at 2.30pm (Sydney time),
as well as the final approval of the ASX and the TSX Venture Exchange ("TSX-V").


Spur has received conditional approval from the ASX for Spur to be admitted to
the official list of the ASX under the code "AGB" and for the quotation of the
CHESS depository interests ("CDIs") in respect of Spur common shares ("Spur
Shares") and share purchase warrants in respect of unissued Spur common shares
("Spur Warrants") to be issued to Atlantic shareholders under the Scheme. The
CDIs are expected to begin trading on a deferred settlement basis on August 8,
2014 (Sydney time) and on a normal settlement basis on August 22, 2014 (Sydney
time), following the expected implementation date of the Scheme being August 21,
2014 (Sydney time). In addition, the quotation of the Spur Shares and Spur
Warrants to be issued to Atlantic shareholders under the Scheme has been
conditionally approved by the TSX-V. The Spur Shares and Spur Warrants are
expected to begin trading on the TSX-V on August 21, 2014 (Toronto time).


The announcement by Atlantic with the detailed voting results is available for
review on Atlantic's website (www.atlanticgold.com.au), as well as on the ASX's
website (www.asx.com.au) under Atlantic's profile (ATV).


About Atlantic

Atlantic is an ASX listed company focused on the exploration and development of
the Touquoy project (which is at an advanced stage and has all major permits in
place) and the Cochrane Hill project (which is at an earlier stage of
development) located within the Meguma Terrane in the province of Nova Scotia.
The Meguma Terrane is host to a historic gold region which has been largely
underexplored using modern exploration techniques over the last 20 years and
remains highly prospective for new discoveries, in particular in respect of
larger shale hosted disseminated, near surface mineable deposits,
characteristics shown in work done to date on the Touquoy project.


About Spur 

Spur is listed on the TSX-V, and has a registered office at Suite 3083, Three
Bentall Centre, 595 Burrard Street, Vancouver, B.C. Canada. Spur is focused on
potential acquisitions in gold, base metals or other mineral related assets at
advanced stages of development where the balance of technical and geopolitical
risk will result in increased value to Spur's shareholders.


Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.


Forward-Looking Statements:

This release contains certain "forward looking statements" and certain
"forward-looking information" as defined under applicable Canadian and U.S.
securities laws. Forward-looking statements and information can generally be
identified by the use of forward-looking terminology such as "may", "will",
"expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or
similar terminology. Forward-looking statements and information are not
historical facts, are made as of the date of this press release, and include,
but are not limited to, statements regarding discussions of future plans,
guidance, projections, objectives, estimates and forecasts and statements as to
management's expectations with respect to, among other things, the transactions
contemplated under the Scheme announced by Atlantic, Spur and otherwise in
connection with the Scheme, any benefits to any shareholder of either Spur or
Atlantic that may result from the Scheme, the listing of Spur Shares and Spur
Warrants issued under the Scheme on the ASX, and the timing and receipt of
requisite regulatory, court and shareholder approvals in respect thereof. These
forward looking statements involve numerous risks and uncertainties and actual
results may vary. Important factors that may cause actual results to vary
include without limitation, certain transactions, the successful completion of
the Scheme, the timing and receipt of certain approvals, changes in commodity
and power prices, changes in interest and currency exchange rates, risks
inherent in exploration results, timing and success, inaccurate geological and
metallurgical assumptions (including with respect to the size, grade and
recoverability of mineral reserves and resources), changes in development or
mining plans due to changes in logistical, technical or other factors,
unanticipated operational difficulties (including failure of plant, equipment or
processes to operate in accordance with specifications, cost escalation,
unavailability of materials, equipment and third party contractors, delays in
the receipt of government approvals, industrial disturbances or other job
action, and unanticipated events related to health, safety and environmental
matters), political risk, social unrest, and changes in general economic
conditions or conditions in the financial markets. 


In making the forward-looking statements in this press release, Spur has applied
several material assumptions, including without limitation, the assumptions
that: (1) the receipt of necessary consents and approvals and satisfaction of
all conditions precedent for the completion of the Scheme in a timely manner;
(2) market fundamentals will result in sustained gold demand and prices; (3) the
receipt of any necessary approvals and consents in connection with the
development of any properties; (4) the availability of financing on suitable
terms for the development, construction and continued operation of any mineral
properties; and (5) sustained commodity prices such that any properties put into
operation remain economically viable. Information concerning mineral reserve and
mineral resource estimates also may be considered forward-looking statements, as
such information constitutes a prediction of what mineralization might be found
to be present if and when a project is actually developed. Certain of the risks
and assumptions are described in more detail in the Spur's audited financial
statements and MD&A for the year ended December 31, 2013 and the quarter ended
March 31, 2014 on the SEDAR website at www.sedar.com. The actual results or
performance by Spur could differ materially from those expressed in, or implied
by, any forward-looking statements relating to those matters. Accordingly, no
assurances can be given that any of the events anticipated by the
forward-looking statements will transpire or occur, or if any of them do so,
what impact they will have on the results of operations or financial condition
of Spur. Except as required by law, we are under no obligation, and expressly
disclaim any obligation, to update, alter or otherwise revise any
forward-looking statement, whether written or oral, that may be made from time
to time, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Spur Ventures Inc.
Steven Dean
Chairman
1 (604) 689-5564


Spur Ventures Inc.
John Morgan
President and CEO
1 (604) 689-5564
questions@spur-ventures.com

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