Click here to close now.




















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
Organizations from small to large are increasingly adopting cloud solutions to deliver essential business services at a much lower cost. According to cyber security experts, the frequency and severity of cyber-attacks are on the rise, causing alarm to businesses and customers across a variety of industries. To defend against exploits like these, a company must adopt a comprehensive security defense strategy that is designed for their business. In 2015, organizations such as United Airlines, Sony...
The Internet of Things is in the early stages of mainstream deployment but it promises to unlock value and rapidly transform how organizations manage, operationalize, and monetize their assets. IoT is a complex structure of hardware, sensors, applications, analytics and devices that need to be able to communicate geographically and across all functions. Once the data is collected from numerous endpoints, the challenge then becomes converting it into actionable insight.
Puppet Labs has announced the next major update to its flagship product: Puppet Enterprise 2015.2. This release includes new features providing DevOps teams with clarity, simplicity and additional management capabilities, including an all-new user interface, an interactive graph for visualizing infrastructure code, a new unified agent and broader infrastructure support.
Consumer IoT applications provide data about the user that just doesn’t exist in traditional PC or mobile web applications. This rich data, or “context,” enables the highly personalized consumer experiences that characterize many consumer IoT apps. This same data is also providing brands with unprecedented insight into how their connected products are being used, while, at the same time, powering highly targeted engagement and marketing opportunities. In his session at @ThingsExpo, Nathan Trel...
Amazon and Google have built software-defined data centers (SDDCs) that deliver massively scalable services with great efficiency. Yet, building SDDCs has proven to be a near impossibility for ‘normal’ companies without hyper-scale resources. In his session at 17th Cloud Expo, David Cauthron, founder and chief executive officer of Nimboxx, will discuss the evolution of virtualization (hardware, application, memory, storage) and how commodity / open source hyper converged infrastructure (HCI) so...
In their Live Hack” presentation at 17th Cloud Expo, Stephen Coty and Paul Fletcher, Chief Security Evangelists at Alert Logic, will provide the audience with a chance to see a live demonstration of the common tools cyber attackers use to attack cloud and traditional IT systems. This “Live Hack” uses open source attack tools that are free and available for download by anybody. Attendees will learn where to find and how to operate these tools for the purpose of testing their own IT infrastructu...
The web app is agile. The REST API is agile. The testing and planning are agile. But alas, data infrastructures certainly are not. Once an application matures, changing the shape or indexing scheme of data often forces at best a top down planning exercise and at worst includes schema changes that force downtime. The time has come for a new approach that fundamentally advances the agility of distributed data infrastructures. Come learn about a new solution to the problems faced by software organ...
With the Apple Watch making its way onto wrists all over the world, it’s only a matter of time before it becomes a staple in the workplace. In fact, Forrester reported that 68 percent of technology and business decision-makers characterize wearables as a top priority for 2015. Recognizing their business value early on, FinancialForce.com was the first to bring ERP to wearables, helping streamline communication across front and back office functions. In his session at @ThingsExpo, Kevin Roberts...
IBM’s Blue Box Cloud, powered by OpenStack, is now available in any of IBM’s globally integrated cloud data centers running SoftLayer infrastructure. Less than 90 days after its acquisition of Blue Box, IBM has integrated its Blue Box Cloud Dedicated private-cloud-as-a-service into its broader portfolio of OpenStack® based solutions. The announcement, made today at the OpenStack Silicon Valley event, further highlights IBM’s continued support to deliver OpenStack solutions across all cloud depl...
Red Hat is investing in Tesora, the number one contributor to OpenStack Trove Database as a Service (DBaaS) also ranked among the top 20 companies contributing to OpenStack overall. Tesora, the company bringing OpenStack Trove Database as a Service (DBaaS) to the enterprise, has announced that Red Hat and others have invested in the company as a part of Tesora's latest funding round. The funding agreement expands on the ongoing collaboration between Tesora and Red Hat, which dates back to Febr...
With the proliferation of connected devices underpinning new Internet of Things systems, Brandon Schulz, Director of Luxoft IoT – Retail, will be looking at the transformation of the retail customer experience in brick and mortar stores in his session at @ThingsExpo. Questions he will address include: Will beacons drop to the wayside like QR codes, or be a proximity-based profit driver? How will the customer experience change in stores of all types when everything can be instrumented and a...
The Internet of Things (IoT) is about the digitization of physical assets including sensors, devices, machines, gateways, and the network. It creates possibilities for significant value creation and new revenue generating business models via data democratization and ubiquitous analytics across IoT networks. The explosion of data in all forms in IoT requires a more robust and broader lens in order to enable smarter timely actions and better outcomes. Business operations become the key driver of I...
While many app developers are comfortable building apps for the smartphone, there is a whole new world out there. In his session at @ThingsExpo, Narayan Sainaney, Co-founder and CTO of Mojio, will discuss how the business case for connected car apps is growing and, with open platform companies having already done the heavy lifting, there really is no barrier to entry.
WSM International, the pioneer and leader in server migration services, has announced an agreement with WHOA.com, a leader in providing secure public, private and hybrid cloud computing services. Under terms of the agreement, WSM will provide migration services to WHOA.com customers to relocate some or all of their applications, digital assets, and other computing workloads to WHOA.com enterprise-class, secure cloud infrastructure. The migration services include detailed evaluation and planning...
SYS-CON Events announced today that DataClear Inc. will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. The DataClear ‘BlackBox’ is the only solution that moves your PC, browsing and data out of the United States and away from prying (and spying) eyes. Its solution automatically builds you a clean, on-demand, virus free, new virtual cloud based PC outside of the United States, and wipes it clean...