Spur Ventures Inc.

Spur Ventures Inc.

July 31, 2014 09:24 ET

Spur Ventures Inc.: Shareholders of Atlantic Gold Approve Scheme of Arrangement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 31, 2014) - 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.

Contact Information

  • Spur Ventures Inc.
    Steven Dean
    1 (604) 689-5564

    Spur Ventures Inc.
    John Morgan
    President and CEO
    1 (604) 689-5564