Welcome!

News Feed Item

Atlantic Gold Corporation (Formerly Spur Ventures Inc.) and Atlantic Gold NL Complete Merger

VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 08/20/14 -- Atlantic Gold Corporation (TSX VENTURE:AGB)(ASX:AGB) (formerly known as Spur Ventures Inc.) ("AGB") is pleased to announce the successful implementation of the merger of Atlantic Gold NL (ASX:ATV) ("Atlantic") and AGB by way of a scheme of arrangement under Part 5.1 of the Australian Corporations Act 2001 (Cth) ("Scheme"), under which AGB has acquired all the fully paid and partly paid ordinary shares on issue in Atlantic. As of August 21, 2014 (Sydney time) following the implementation of the Scheme, and including the 46,275,272 AGB common shares ("AGB Shares") and 23,137,361 share purchase warrants in respect of unissued AGB common shares ("AGB Warrants") issued under the Scheme, AGB has 106,682,459 AGB Shares and 23,137,361 AGB Warrants issued and outstanding. Each AGB Warrant entitles the holder to purchase one AGB Share at an exercise price of $0.60 at any time up to 5:00 pm (Vancouver time) on August 20, 2018, subject to the terms of a warrant indenture between AGB and Computershare Trust Company of Canada dated June 20, 2014.

Out of the 46,275,272 AGB Shares issued under the Scheme, as at implementation of the Scheme, 42,506,236 CHESS Depositary Interests ("CDIs") in respect of AGB Shares are listed on the Australian Securities Exchange ("ASX") and 3,769,036 AGB Shares are listed on the TSX Venture Exchange ("TSX-V"). Out of the 23,137,361 AGB Warrants issued under the Scheme, as at implementation of the Scheme, 21,252,851 CDIs in respect of AGB Warrants are listed on the ASX and 1,884,510 AGB Warrants are listed on the TSX-V.

A summary of AGB's capital structure as at implementation of the Scheme is presented below:


----------------------------------------------------------------------------
CDIs in respect of AGB    42,506,236   CDIs in respect of AGB     21,252,851
 Shares listed on ASX                  Warrants listed on ASX               
----------------------------------------------------------------------------
AGB Shares listed on TSX- 64,176,223   AGB Warrants listed on      1,884,510
 V                                     TSX-V                                
----------------------------------------------------------------------------
Total number of AGB      106,682,459   Total number of AGB        23,137,361
 Shares issued and                     Warrants issued and                  
 outstanding                           outstanding                          
----------------------------------------------------------------------------

In addition, a total of 973,700 stock options in respect of unissued AGB Shares, with an exercise price of $0.50, expiring on August 28, 2017 have been granted to individuals who were previously stock option holders in Atlantic. These individuals will continue to have an ongoing role with the combined company.

The securities of Atlantic were suspended from quotation on the ASX at the close of trading on August 7, 2014 (Sydney time) and an application for Atlantic to be removed from the official list of the ASX will be submitted in the coming days. CDIs in respect of AGB Shares and AGB Warrants are anticipated to begin trading on the ASX on a normal settlement basis on August 22, 2014 (Sydney time) and the AGB Shares and AGB Warrants are anticipated to begin trading on the TSX-V on August 21, 2014 (Vancouver time). Holding statements (or equivalent documents) will be sent shortly to former holders of Atlantic fully paid and partly paid ordinary shares who received the Scheme consideration in the form of AGB Shares and AGB Warrants or CDIs in respect of AGB Shares and AGB Warrants.

Appointment of New Director

Wally Bucknell, the former Managing Director of Atlantic, was appointed to the board of directors of AGB effective upon the implementation of the Scheme, with the existing six directors of AGB continuing as directors.

Name Change

Effective 12:01am on August 20, 2014 (Vancouver time), AGB changed its name from Spur Ventures Inc. to Atlantic Gold Corporation and its new trading symbol on the TSX-V is AGB. The name change is expected to become effective for ASX purposes on August 25, 2014 (Sydney time).

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 and otherwise in connection with the Scheme and the listing of CHESS Depositary Interests in respect of AGB shares and AGB warrants issued under the Scheme on the ASX. 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 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, AGB has applied several material assumptions, including without limitation, the assumptions that:

(1) all necessary consents and approvals in relation to the Scheme were received 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 Spur Venture Inc.'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 AGB 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 AGB. 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.

Contacts:
Atlantic Gold Corporation
Steven Dean
Executive Chairman
1 (604) 689-5564

Atlantic Gold Corporation
John Morgan
President and CEO
1 (604) 689-5564

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
SYS-CON Events announced today that TechTarget has been named “Media Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. TechTarget storage websites are the best online information resource for news, tips and expert advice for the storage, backup and disaster recovery markets.
DevOps at Cloud Expo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 21st Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to w...
You know you need the cloud, but you’re hesitant to simply dump everything at Amazon since you know that not all workloads are suitable for cloud. You know that you want the kind of ease of use and scalability that you get with public cloud, but your applications are architected in a way that makes the public cloud a non-starter. You’re looking at private cloud solutions based on hyperconverged infrastructure, but you’re concerned with the limits inherent in those technologies.
"We focus on composable infrastructure. Composable infrastructure has been named by companies like Gartner as the evolution of the IT infrastructure where everything is now driven by software," explained Bruno Andrade, CEO and Founder of HTBase, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"Tintri focuses on the Ops side of the DevOps, which basically is pushing more and more of the accessibility of the infrastructure to the developers and trying to get behind the scenes," explained Dhiraj Sehgal of Tintri in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
SYS-CON Events announced today that CA Technologies has been named "Platinum Sponsor" of SYS-CON's 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. CA Technologies helps customers succeed in a future where every business - from apparel to energy - is being rewritten by software. From planning to development to management to security, CA creates software that fuels transformation for companies in the applic...
SYS-CON Events announced today that Telecom Reseller has been named “Media Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Telecom Reseller reports on Unified Communications, UCaaS, BPaaS for enterprise and SMBs. They report extensively on both customer premises based solutions such as IP-PBX as well as cloud based and hosted platforms.
Hardware virtualization and cloud computing allowed us to increase resource utilization and increase our flexibility to respond to business demand. Docker Containers are the next quantum leap - Are they?! Databases always represented an additional set of challenges unique to running workloads requiring a maximum of I/O, network, CPU resources combined with data locality.
The current age of digital transformation means that IT organizations must adapt their toolset to cover all digital experiences, beyond just the end users’. Today’s businesses can no longer focus solely on the digital interactions they manage with employees or customers; they must now contend with non-traditional factors. Whether it's the power of brand to make or break a company, the need to monitor across all locations 24/7, or the ability to proactively resolve issues, companies must adapt to...
Cloud Expo, Inc. has announced today that Andi Mann and Aruna Ravichandran have been named Co-Chairs of @DevOpsSummit at Cloud Expo Silicon Valley which will take place Oct. 31-Nov. 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. "DevOps is at the intersection of technology and business-optimizing tools, organizations and processes to bring measurable improvements in productivity and profitability," said Aruna Ravichandran, vice president, DevOps product and solutions marketing...
SYS-CON Events announced today that TMC has been named “Media Sponsor” of SYS-CON's 21st International Cloud Expo and Big Data at Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Global buyers rely on TMC’s content-driven marketplaces to make purchase decisions and navigate markets. Learn how we can help you reach your marketing goals.
Amazon started as an online bookseller 20 years ago. Since then, it has evolved into a technology juggernaut that has disrupted multiple markets and industries and touches many aspects of our lives. It is a relentless technology and business model innovator driving disruption throughout numerous ecosystems. Amazon’s AWS revenues alone are approaching $16B a year making it one of the largest IT companies in the world. With dominant offerings in Cloud, IoT, eCommerce, Big Data, AI, Digital Assista...
We build IoT infrastructure products - when you have to integrate different devices, different systems and cloud you have to build an application to do that but we eliminate the need to build an application. Our products can integrate any device, any system, any cloud regardless of protocol," explained Peter Jung, Chief Product Officer at Pulzze Systems, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA
SYS-CON Events announced today that IBM has been named “Diamond Sponsor” of SYS-CON's 21st Cloud Expo, which will take place on October 31 through November 2nd 2017 at the Santa Clara Convention Center in Santa Clara, California.
SYS-CON Events announced today that Conference Guru has been named “Media Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. A valuable conference experience generates new contacts, sales leads, potential strategic partners and potential investors; helps gather competitive intelligence and even provides inspiration for new products and services. Conference Guru works with conference organi...