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Strategies & Market Trends : Dino's Bar & Grill -- Ignore unavailable to you. Want to Upgrade?

To: Goose94 who wrote (6166)	5/15/2014 9:14:08 AM
From: Goose94	Read Replies (1) \| Respond to of 202931

Spur Ventures (SVU-V) May 15, '14 has signed a definitive merger implementation deed in respect of its previously announced transaction with Atlantic Gold NL. 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 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 for each fully paid ordinary share of Atlantic held. 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 60 cents 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 per cent of the consideration otherwise payable to a holder of fully paid ordinary shares for each fully paid share held. 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 Ltd., 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 as would have comprised the consideration under the scheme. If the alternative transaction proceeds, the Spur Series A preferred shares and preferred share warrants would be issued directly to Atlantic. Following the issue of the alternative transaction consideration to Atlantic, Atlantic would offer to buy back from Atlantic shareholders the fully paid and partly paid ordinary shares in Atlantic on issue. The consideration for the buyback 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, as well as on SEDAR. 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 $1-million loan facility to DDV Gold guaranteed by Atlantic. Financing 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 Dec. 31, 2014, has first-priority security over the assets of DDV Gold and will accrue interest at 14 per cent per annum. Advisers Spur has engaged Haywood Securities Inc. as its financial adviser. 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-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 minable deposits, characteristics shown in work done to date on the Touquoy project.