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
Microsoft Azure Container Services can be used for container deployment in a variety of ways including support for Orchestrators like Kubernetes, Docker Swarm and Mesos. However, the abstraction for app development that support application self-healing, scaling and so on may not be at the right level. Helm and Draft makes this a lot easier. In this primarily demo-driven session at @DevOpsSummit at 21st Cloud Expo, Raghavan "Rags" Srinivas, a Cloud Solutions Architect/Evangelist at Microsoft, wi...
The next XaaS is CICDaaS. Why? Because CICD saves developers a huge amount of time. CD is an especially great option for projects that require multiple and frequent contributions to be integrated. But… securing CICD best practices is an emerging, essential, yet little understood practice for DevOps teams and their Cloud Service Providers. The only way to get CICD to work in a highly secure environment takes collaboration, patience and persistence. Building CICD in the cloud requires rigorous ar...
Containers are rapidly finding their way into enterprise data centers, but change is difficult. How do enterprises transform their architecture with technologies like containers without losing the reliable components of their current solutions? In his session at @DevOpsSummit at 21st Cloud Expo, Tony Campbell, Director, Educational Services at CoreOS, will explore the challenges organizations are facing today as they move to containers and go over how Kubernetes applications can deploy with lega...
In his session at 21st Cloud Expo, Raju Shreewastava, founder of Big Data Trunk, will provide a fun and simple way to introduce Machine Leaning to anyone and everyone. Together we will solve a machine learning problem and find an easy way to be able to do machine learning without even coding. Raju Shreewastava is the founder of Big Data Trunk (www.BigDataTrunk.com), a Big Data Training and consulting firm with offices in the United States. He previously led the data warehouse/business intellige...
Today most companies are adopting or evaluating container technology - Docker in particular - to speed up application deployment, drive down cost, ease management and make application delivery more flexible overall. As with most new architectures, this dream takes significant work to become a reality. Even when you do get your application componentized enough and packaged properly, there are still challenges for DevOps teams to making the shift to continuous delivery and achieving that reducti...
We all know that end users experience the Internet primarily with mobile devices. From an app development perspective, we know that successfully responding to the needs of mobile customers depends on rapid DevOps – failing fast, in short, until the right solution evolves in your customers' relationship to your business. Whether you’re decomposing an SOA monolith, or developing a new application cloud natively, it’s not a question of using microservices – not doing so will be a path to eventual b...
In a recent survey, Sumo Logic surveyed 1,500 customers who employ cloud services such as Amazon Web Services (AWS), Microsoft Azure, and Google Cloud Platform (GCP). According to the survey, a quarter of the respondents have already deployed Docker containers and nearly as many (23 percent) are employing the AWS Lambda serverless computing framework. It’s clear: serverless is here to stay. The adoption does come with some needed changes, within both application development and operations. Tha...
In his Opening Keynote at 21st Cloud Expo, John Considine, General Manager of IBM Cloud Infrastructure, will lead you through the exciting evolution of the cloud. He'll look at this major disruption from the perspective of technology, business models, and what this means for enterprises of all sizes. John Considine is General Manager of Cloud Infrastructure Services at IBM. In that role he is responsible for leading IBM’s public cloud infrastructure including strategy, development, and offering ...
As hybrid cloud becomes the de-facto standard mode of operation for most enterprises, new challenges arise on how to efficiently and economically share data across environments. In his session at 21st Cloud Expo, Dr. Allon Cohen, VP of Product at Elastifile, will explore new techniques and best practices that help enterprise IT benefit from the advantages of hybrid cloud environments by enabling data availability for both legacy enterprise and cloud-native mission critical applications. By rev...
SYS-CON Events announced today that Ryobi Systems will exhibit at the Japan External Trade Organization (JETRO) Pavilion at 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. Ryobi Systems Co., Ltd., as an information service company, specialized in business support for local governments and medical industry. We are challenging to achive the precision farming with AI. For more information, visit http:...
Amazon is pursuing new markets and disrupting industries at an incredible pace. Almost every industry seems to be in its crosshairs. Companies and industries that once thought they were safe are now worried about being “Amazoned.”. The new watch word should be “Be afraid. Be very afraid.” In his session 21st Cloud Expo, Chris Kocher, a co-founder of Grey Heron, will address questions such as: What new areas is Amazon disrupting? How are they doing this? Where are they likely to go? What are th...
As you move to the cloud, your network should be efficient, secure, and easy to manage. An enterprise adopting a hybrid or public cloud needs systems and tools that provide: Agility: ability to deliver applications and services faster, even in complex hybrid environments Easier manageability: enable reliable connectivity with complete oversight as the data center network evolves Greater efficiency: eliminate wasted effort while reducing errors and optimize asset utilization Security: imple...
High-velocity engineering teams are applying not only continuous delivery processes, but also lessons in experimentation from established leaders like Amazon, Netflix, and Facebook. These companies have made experimentation a foundation for their release processes, allowing them to try out major feature releases and redesigns within smaller groups before making them broadly available. In his session at 21st Cloud Expo, Brian Lucas, Senior Staff Engineer at Optimizely, will discuss how by using...
In this strange new world where more and more power is drawn from business technology, companies are effectively straddling two paths on the road to innovation and transformation into digital enterprises. The first path is the heritage trail – with “legacy” technology forming the background. Here, extant technologies are transformed by core IT teams to provide more API-driven approaches. Legacy systems can restrict companies that are transitioning into digital enterprises. To truly become a lead...
Companies are harnessing data in ways we once associated with science fiction. Analysts have access to a plethora of visualization and reporting tools, but considering the vast amount of data businesses collect and limitations of CPUs, end users are forced to design their structures and systems with limitations. Until now. As the cloud toolkit to analyze data has evolved, GPUs have stepped in to massively parallel SQL, visualization and machine learning.