Spur Ventures and Atlantic Gold Execute Merger Agreements
VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 15, 2014) - 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.
Spur Ventures Inc.John MorganPresident and CEO1 (604)
689-5564questions@spur-ventures.comSpur Ventures Inc.Irfan
ShariffCFO and Corporate Secretary1 (604)
689-5564www.spur-ventures.com