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SVU

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Share Name Share Symbol Market Type
TSXV:SVU TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
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Spur Ventures and Atlantic Gold Execute Merger Agreements

15/05/2014 1:58pm

Marketwired Canada


Spur Ventures Inc. (TSX VENTURE:SVU) ("Spur") is pleased to announce the signing
of a definitive Merger Implementation Deed ("Implementation Deed") in respect of
its previously announced transaction (the "Transaction") with Atlantic Gold NL
("Atlantic"). 


Under the terms of the Implementation Deed, Spur will acquire, subject to
obtaining the requisite approvals and the satisfaction or waiver of conditions
contained in the Implementation Deed, all of the fully paid and partly paid
ordinary shares on issue in Atlantic by way of a scheme of arrangement
("Scheme") under Part 5.1 of the Australian Corporations Act 2001 (Cth) between
Atlantic and its shareholders. 


If the Scheme is implemented, Atlantic shareholders holding fully paid ordinary
shares would be entitled to receive 0.05564 of a common share of Spur and
0.02782 of a share purchase warrant (each whole warrant a "Spur Warrant") for
each fully paid ordinary share of Atlantic held (the "Fully Paid
Consideration"). Each Spur Warrant would be exercisable to acquire one Spur
common share for a period of four years following the date of implementation of
the Transaction at a price of C$0.60 per share. If the Scheme is implemented,
Atlantic shareholders holding partly paid ordinary shares would be entitled to
receive for each partly paid share held 10% of the consideration otherwise
payable to a holder of fully paid ordinary shares for each fully paid share held
(the "Partly Paid Consideration" and together with the Fully Paid Consideration,
the "Consideration"). 


Atlantic shareholders will also be asked to approve resolutions for an
alternative to the Scheme, which would only proceed if the Scheme is not
approved by Atlantic's shareholders or the court, pursuant to which Spur would
acquire all of the issued securities in DDV Gold Limited ("DDV Gold"), the
wholly-owned Canadian subsidiary of Atlantic which holds all of Atlantic's
Canadian assets in exchange for the same number of (i) Spur Series A Preferred
Shares and (ii) warrants to purchase Spur Series A Preferred Shares (the
"Preferred Share Warrants") as would have comprised the Consideration under the
Scheme (the "Alternative Transaction"). 


If the Alternative Transaction proceeds, the Spur Series A Preferred Shares and
Preferred Share Warrants (together the "Alternative Transaction Consideration")
would be issued directly to Atlantic. Following the issue of the Alternative
Transaction Consideration to Atlantic, Atlantic would offer to buyback from
Atlantic shareholders the fully paid and partly paid ordinary shares in Atlantic
on issue. The consideration for the buy-back would be the pro rata distribution
of certain of the Alternative Transaction Consideration, which will convert to
Spur Common Shares and Spur Warrants on such distribution. As a result, Atlantic
shareholders would be entitled to receive under the Alternative Transaction
similar consideration in the form of Spur common shares and Spur Warrants as
they would have been entitled to receive under the Scheme. 


The Implementation Deed and the Share Purchase Agreement in relation to the
Alternative Transaction will be available for review on Spur's website
(www.spur-ventures.com) as well as on SEDAR (www.sedar.com). 


Based on the current timetable, Atlantic intends to hold the requisite
shareholder meetings by the end of July 2014 and to seek court approval in early
August 2014. The Scheme is expected to be implemented before the end of August
2014.


Short Term Loan

Spur has agreed to provide a C$1 million loan facility (the "Loan Facility") to
DDV Gold guaranteed by Atlantic. Funding in respect of the Loan Facility would
occur in July 2014 and is conditional on the Implementation Deed not having been
terminated. The Loan Facility will mature December 31, 2014, has first priority
security over the assets of DDV Gold and will accrue interest at 14 percent per
annum. 


Advisors

Spur has engaged Haywood Securities Inc. as its financial advisor. The Board of
Spur has received an opinion from Raymond James Ltd. that the consideration
payable pursuant to the Transaction is fair, from a financial point of view, to
Spur.


About Atlantic

Atlantic is an Australian Securities Exchange ("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 Venture Exchange, 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 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 HOA, the Scheme, the Alternative Transaction, the share
purchase program recently announced by Atlantic and otherwise in connection with
the proposed Transaction, any benefits to any shareholder of either Spur or
Atlantic that may result from the proposed Transaction, the listing of common
shares and Spur Warrants issued under the Transaction 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 Transaction, 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), 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 Transaction 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 new 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 in or
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, 2012 and
the quarter ended September 30, 2013 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.
John Morgan
President and CEO
1 (604) 689-5564
questions@spur-ventures.com


Spur Ventures Inc.
Irfan Shariff
CFO and Corporate Secretary
1 (604) 689-5564
www.spur-ventures.com

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