Click here to close now.


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 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.

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
Docker is hot. However, as Docker container use spreads into more mature production pipelines, there can be issues about control of Docker images to ensure they are production-ready. Is a promotion-based model appropriate to control and track the flow of Docker images from development to production? In his session at DevOps Summit, Fred Simon, Co-founder and Chief Architect of JFrog, will demonstrate how to implement a promotion model for Docker images using a binary repository, and then show h...
Achim Weiss is Chief Executive Officer and co-founder of ProfitBricks. In 1995, he broke off his studies to co-found the web hosting company "Schlund+Partner." The company "Schlund+Partner" later became the 1&1 web hosting product line. From 1995 to 2008, he was the technical director for several important projects: the largest web hosting platform in the world, the second largest DSL platform, a video on-demand delivery network, the largest eMail backend in Europe, and a universal billing syste...
Containers have changed the mind of IT in DevOps. They enable developers to work with dev, test, stage and production environments identically. Containers provide the right abstraction for microservices and many cloud platforms have integrated them into deployment pipelines. DevOps and Containers together help companies to achieve their business goals faster and more effectively.
The buzz continues for cloud, data analytics and the Internet of Things (IoT) and their collective impact across all industries. But a new conversation is emerging - how do companies use industry disruption and technology enablers to lead in markets undergoing change, uncertainty and ambiguity? Organizations of all sizes need to evolve and transform, often under massive pressure, as industry lines blur and merge and traditional business models are assaulted and turned upside down. In this new da...
WebRTC converts the entire network into a ubiquitous communications cloud thereby connecting anytime, anywhere through any point. In his session at WebRTC Summit,, Mark Castleman, EIR at Bell Labs and Head of Future X Labs, will discuss how the transformational nature of communications is achieved through the democratizing force of WebRTC. WebRTC is doing for voice what HTML did for web content.
Too often with compelling new technologies market participants become overly enamored with that attractiveness of the technology and neglect underlying business drivers. This tendency, what some call the “newest shiny object syndrome,” is understandable given that virtually all of us are heavily engaged in technology. But it is also mistaken. Without concrete business cases driving its deployment, IoT, like many other technologies before it, will fade into obscurity.
There are many considerations when moving applications from on-premise to cloud. It is critical to understand the benefits and also challenges of this migration. A successful migration will result in lower Total Cost of Ownership, yet offer the same or higher level of robustness. Migration to cloud shifts computing resources from your data center, which can yield significant advantages provided that the cloud vendor an offer enterprise-grade quality for your application.
Today air travel is a minefield of delays, hassles and customer disappointment. Airlines struggle to revitalize the experience. GE and M2Mi will demonstrate practical examples of how IoT solutions are helping airlines bring back personalization, reduce trip time and improve reliability. In their session at @ThingsExpo, Shyam Varan Nath, Principal Architect with GE, and Dr. Sarah Cooper, M2Mi's VP Business Development and Engineering, will explore the IoT cloud-based platform technologies driv...
The IoT is upon us, but today’s databases, built on 30-year-old math, require multiple platforms to create a single solution. Data demands of the IoT require Big Data systems that can handle ingest, transactions and analytics concurrently adapting to varied situations as they occur, with speed at scale. In his session at @ThingsExpo, Chad Jones, chief strategy officer at Deep Information Sciences, will look differently at IoT data so enterprises can fully leverage their IoT potential. He’ll sha...
In today's digital world, change is the one constant. Disruptive innovations like cloud, mobility, social media, and the Internet of Things have reshaped the market and set new standards in customer expectations. To remain competitive, businesses must tap the potential of emerging technologies and markets through the rapid release of new products and services. However, the rigid and siloed structures of traditional IT platforms and processes are slowing them down – resulting in lengthy delivery ...
The modern software development landscape consists of best practices and tools that allow teams to deliver software in a near-continuous manner. By adopting a culture of automation, measurement and sharing, the time to ship code has been greatly reduced, allowing for shorter release cycles and quicker feedback from customers and users. Still, with all of these tools and methods, how can teams stay on top of what is taking place across their infrastructure and codebase? Hopping between services a...
As a CIO, are your direct reports IT managers or are they IT leaders? The hard truth is that many IT managers have risen through the ranks based on their technical skills, not their leadership ability. Many are unable to effectively engage and inspire, creating forward momentum in the direction of desired change. Renowned for its approach to leadership and emphasis on their people, organizations increasingly look to our military for insight into these challenges.
DevOps and Continuous Delivery software provider XebiaLabs has announced it has been selected to join the Amazon Web Services (AWS) DevOps Competency partner program. The program is designed to highlight software vendors like XebiaLabs who have demonstrated technical expertise and proven customer success in DevOps and specialized solution areas like Continuous Delivery. DevOps Competency Partners provide solutions to, or have deep experience working with AWS users and other businesses to help t...
The broad selection of hardware, the rapid evolution of operating systems and the time-to-market for mobile apps has been so rapid that new challenges for developers and engineers arise every day. Security, testing, hosting, and other metrics have to be considered through the process. In his session at Big Data Expo, Walter Maguire, Chief Field Technologist, HP Big Data Group, at Hewlett-Packard, will discuss the challenges faced by developers and a composite Big Data applications builder, foc...
Nowadays, a large number of sensors and devices are connected to the network. Leading-edge IoT technologies integrate various types of sensor data to create a new value for several business decision scenarios. The transparent cloud is a model of a new IoT emergence service platform. Many service providers store and access various types of sensor data in order to create and find out new business values by integrating such data.