Spur Ventures Inc. (TSX VENTURE:SVU) ("Spur") is pleased to announce the signing
of a Heads of Agreement (the "HOA") with Atlantic Gold NL ("Atlantic") pursuant
to which the companies have agreed to create a new well-financed and
development-focused gold group with a primary focus on the advancement of
Atlantic's Touquoy and Cochrane Hill gold projects located in the Meguma Terrane
of Nova Scotia (the "Transaction").
Transaction Highlights
-- Combination of Atlantic's advanced project portfolio with Spur's
complementary technical experience and strong cash position, which, as
at the date of this announcement, is approximately C$28.7 million;
-- Creation of a well-financed, growth-oriented gold development group to
aggressively drive development of the Touquoy gold project in Nova
Scotia towards production, while simultaneously evaluating the co-
development potential of the nearby Cochrane Hill deposit;
-- Additional opportunities to evaluate the underexplored but prolific
Meguma Terrane gold region, including 250 km2 of claims;
-- Canadian management base for project operations as well as capital
markets interface;
-- Issue of Spur warrants to allow Atlantic shareholders and new investors
to gain additional leverage to the significant potential of the advanced
stage Touquoy and Cochrane Hill gold projects as well as the additional
potential opportunities in the Meguma Terrane gold region;
-- Ongoing involvement of Wally Bucknell, Atlantic's managing director, who
will be invited to join the board of Spur as a non-executive director
upon the completion of the Transaction.
Steven Dean, Chairman of Spur noted: "The proposed acquisition of Atlantic is
the first step in our strategy to create a mid-tier gold production group which
focuses on manageable, executable projects in mining friendly jurisdictions. We
have reviewed a considerable number of projects and investment opportunities,
few of which have compared to the quality of Atlantic's projects, with potential
near-term upside offered through the Touquoy and Cochrane Hill gold projects.
Our plan is to focus on the initial development of Touquoy, combining our own
development views with the extensive technical work that has already been
commendably completed by the Atlantic team. We are well funded and have a team
in place with expertise in financing, capital markets, project management,
operations and exploration."
As disclosed in Atlantic's press release dated April 7, 2014 and filed with the
ASX in respect of the Transaction, Au Mining Limited has advised the Directors
of Atlantic that Au Mining Limited intends to vote all the fully paid ordinary
shares in Atlantic held by Au Mining Limited, in favour of the Transaction and
in favour of the alternative to the Scheme (as outlined in this announcement),
in the absence of a superior proposal. Au Mining Limited holds approximately 17%
of the fully paid ordinary shares in Atlantic.
About Atlantic
Atlantic is an Australian Securities Exchange ("ASX") 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 mineable
deposits, characteristics shown in work done to date on the Touquoy project.
A number of deposits at various stages of development are located in this region
of Nova Scotia, outlined on the map below:
http://media3.marketwire.com/docs/AtlanticGoldMap.JPG
The Touquoy project is located 70 kilometers north-east of Halifax and boasts
favourable infrastructure, with access to paved roads and grid power in close
proximity.
The Touquoy project hosts Mineral Resources prepared in accordance with National
Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101")
and JORC (2012) as disclosed in the tables below for the two main mineral
deposits.
Touquoy Mineral Resource Estimate (0.5 g/t cut-off) - Effective as at
February 28, 2014(i)
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Category Tonnes (Mt) Grade (g/t Au) Au Ounces (oz)
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Measured Resources 2.8 1.5 130,000
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Indicated Resources 7.3 1.5 350,000
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Resources (M + I) 10.1 1.5 480,000
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Inferred Resources 1.6 1.5 77,000
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Touquoy West Mineral Resource Estimate (1.0 g/t cut-off) - Effective as at
February 28, 2014(i)
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Category Tonnes (Mt) Grade (g/t Au) Au Ounces (oz)
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Indicated 0.9 1.9 54,000
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Inferred 0.6 2.2 45,000
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(i) Key assumptions used to estimate the Mineral Resources include the
following:
1. There are two main styles of gold mineralization, which are reflected in
the geological domaining used in the resource modeling
2. Drill hole sampling has provided a reasonably representative set of
samples of the gold mineralization
3. Multiple Indicator Kriging (MIK) is an appropriate method for estimating
the Mineral Resources in these deposits
Mineral Resources that are not mineral reserves do not have demonstrated
economic viability.
The Touquoy Mineral Resources are based on a technical report entitled "Mineral
Resource Estimate for the Touquoy Gold Project, Nova Scotia" prepared by Hellman
& Schofield Pty. Ltd. and dated March 2011, prepared in accordance with NI
43-101 and JORC (2012) and filed with the ASX on March 8, 2011. This report has
been updated by FSSI Consultants (Aust) Pty. Ltd. to current JORC standards and
used as the basis of announcement by Atlantic to the ASX on February 28, 2014.
The Touquoy deposits are expected to have a low strip ratio of the order of
2.5:1, implying a relatively low all in sustaining cost of production.
Atlantic has a joint venture ownership interest of 63.5% in the Touquoy project
and is the operator and manager of the project, responsible for funding all
capital and operating expenditures. Under the Touquoy joint venture agreement,
on commencement of production at the Touquoy project, Atlantic will receive 100%
of the Touquoy cashflow until all capital and operating expenditures, in
addition to interest expenditures, have been recouped. A private net smelter
return royalty of 3% is also payable in respect of the Touquoy project,
two-thirds of which can be purchased for C$2.5 million.
The Cochrane Hill project is an earlier stage development project, owned 100% by
Atlantic, located approximately 80 km from the Touquoy project. The Cochrane
Hill deposit currently hosts Mineral Resources prepared in accordance with NI
43-101 and JORC (2012) as shown in the table below.
Cochrane Hill Mineral Resource Estimate (0.5 g/t cut-off) - Effective as at
February 28, 2014(i)
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Category Tonnes (Mt) Grade (g/t Au) Au Ounces (oz)
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Indicated 4.5 1.8 251,000
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Inferred 5.6 1.6 298,000
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(i) Key assumptions used to estimate the Mineral Resources include the
following:
4. There are two main styles of gold mineralization, which are reflected in
the geological domaining used in the resource modeling
5. Drill hole sampling has provided a reasonably representative set of
samples of the gold mineralization
6. Multiple Indicator Kriging (MIK) is an appropriate method for estimating
the Mineral Resources in these deposits
The Cochrane Hill Mineral Resources are based on a technical report entitled
"Technical Report of the Cochrane Hill Gold Project, Nova Scotia, Mineral
Resource Estimate" prepared by Hellman & Schofield Pty. Ltd. and dated March 4,
2011, prepared in accordance with NI 43-101 and JORC (2012) and filed with the
ASX on March 8, 2011. This report has been updated by FSSI Consultants (Aust)
Pty. Ltd. to current JORC standards and used as the basis of announcement by
Atlantic to the ASX on February 28, 2014.
The development of Touquoy represents the first stage in a conceptual plan for
resource exploration and expansion and combined development and operation of
Atlantic's properties, as well as potential consolidation of additional Meguma
Terrane deposits.
Transaction Summary
Under the terms of the HOA, Spur would acquire, subject to the requisite
approvals and the satisfaction of conditions, all of the fully paid and partly
paid ordinary shares on issue in Atlantic by way of a scheme of arrangement
("Scheme") under Part 5.1 of the Australian Corporations Act 2001 (Cth) between
Atlantic and its shareholders.
Under the Scheme, Atlantic shareholders holding fully paid ordinary shares would
receive 0.05564 of a common share of Spur and 0.02782 of a share purchase
warrant (each whole warrant a "Spur Warrant") for each fully paid ordinary share
of Atlantic held (the "Consideration"). Each Spur Warrant would be exercisable
to acquire one Spur share for a period of four years following the date of
implementation of the Transaction at a price of C$0.60 per share. Atlantic
shareholders holding partly paid ordinary shares would receive for each partly
paid share held 10% 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, 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 Limited ("DDV Gold"), the wholly-owned Canadian
subsidiary of Atlantic which holds all of Atlantic's Canadian assets, including
the Touquoy and Cochrane Hill gold projects, in exchange for the same number of
(i) Spur Series A Preferred Shares and (ii) warrants to purchase Spur Series A
Preferred Shares (the "Preferred Share Warrants") as would have comprised the
Consideration under the Scheme (the "Alternative Transaction").
If the Alternative Transaction proceeds, Atlantic would offer to buyback all the
Atlantic fully paid and partly paid ordinary shares by means of an equal access
share buy-back with Spur Series A Preferred Shares and Preferred Share Warrants
received by Atlantic for the sale of DDV Gold offered pro-rata to Atlantic
shareholders as consideration for the buy-back. If issued, the Spur Series A
Preferred Shares shall have the special rights and restrictions contained in
Spur's Articles and which are summarized in Schedule A.
On completion of the Transaction, Atlantic shareholders will collectively own
approximately 43% of the combined group, or approximately 53% assuming exercise
of the Spur Warrants (or the Preferred Share Warrants into common shares of
Spur, if applicable). Arrangements are to be made for the exchange of existing
Atlantic employee stock options for Spur options having the same expiry date as
the original expiry date of the relevant Atlantic employee stock options.
The Transaction is conditional upon a number of items, including, without
limitation, the completion of due diligence to the satisfaction of both parties,
the approval of the board of directors of each party and the entering into of a
Scheme Implementation Agreement.
The HOA provides for a period of exclusivity of at least 30 days, during which
time both parties expect to complete their respective due diligence reviews and,
subject to the completion of the above-noted matters, enter into a Scheme
Implementation Agreement. The Scheme Implementation Agreement will contain,
among other things, the full terms and conditions of the Scheme.
The HOA contains customary deal protection mechanisms, including an expense
reimbursement fee of A$750,000 payable by Atlantic to Spur in certain
circumstances, including: (i) if a third party acquires control of Atlantic or
any of its subsidiaries, or all or any material part of the business or assets
of Atlantic or any of its subsidiaries or (ii) if Atlantic or its board enters
into any agreement requiring Atlantic to abandon the Transaction, or requiring
any Atlantic director to recommend against the Transaction. The HOA contemplates
that the Scheme Implementation Agreement will contain similar deal protection
mechanisms, including also (i) an expense reimbursement fee of A$750,000 payable
by Atlantic to Spur if the Atlantic directors change their recommendation in
favour of the Transaction or recommend that Atlantic shareholders accept or vote
in favour of any competing proposal, unless the independent expert concludes
that the Scheme is not in the best interest of Atlantic shareholders and (ii) a
break fee of A$250,000 payable by Atlantic to Spur if Atlantic shareholders do
not approve the Transaction or the Alternative Transaction.
In addition, the HOA includes customary exclusivity arrangements in Spur's
favour, including no-shop, no-talk, notification right and matching right
provisions, subject to certain customary exemptions to the no-talk to permit
Atlantic's board of directors to exercise their fiduciary duties (the other
exclusivity provisions are not subject to a fiduciary out). The HOA also
contemplates that the Scheme Implementation Agreement will contain similar
exclusivity arrangements.
Spur has agreed to pursue a listing of Chess Depositary Instruments on the ASX
in respect of the Spur common shares and Spur Warrants issued under the
Transaction, subject to the listing and admission requirements of the ASX
(including those in the ASX Listing Rules) being satisfied in respect of those
Spur common shares and Spur Warrants.
Full details of the terms and conditions of the Transaction will be included in
a Scheme Booklet to be prepared by Atlantic and mailed to Atlantic shareholders
in accordance with applicable securities laws. The Scheme will be subject to the
approval of Atlantic shareholders. The applicable shareholder approval
requirement under Australian law for the Scheme is that it be approved at a
shareholder meeting (a) by a majority in number of the shareholders present and
voting (either in person or by proxy) and (b) by at least 75% of the votes cast
at that meeting by shareholders present and voting (either in person or by
proxy). In addition, the Scheme must also be approved by an Australian court.
All Atlantic shareholders are urged to read the Scheme Booklet once it becomes
available as it will contain additional important information regarding the
Transaction.
As mentioned above, Atlantic shareholders will also be asked to approve
resolutions in relation to the Alternative Transaction. The applicable
shareholder approval requirement for the Alternative Transaction is that it be
approved at a shareholder meeting by a majority of the votes cast at that
meeting by shareholders present and voting (either in person or by proxy). The
Alternative Transaction is not required to be approved by an Australian court.
Short Term Loan
Spur has agreed, conditional upon the execution of the Scheme Implementation
Agreement in respect of the Transaction, and such Implementation Agreement not
having been terminated, to provide a C$1 million loan facility to DDV Gold,
guaranteed by Atlantic, which can be drawn in July 2014 and will mature December
31, 2014. The loan facility is expected to have first priority security over the
assets of DDV Gold and will accrue interest at 14 percent per annum.
Scientific and Technical Information
The Touquoy Mineral Resource estimates are based on sample data generated by a
number of different sampling programs that have spanned several decades
including the most recent drilling undertaken by Atlantic. All assays obtained
prior to Atlantic's involvement have been verified against paper documents by a
contractor specifically retained for that purpose. Atlantic's assays have been
merged from digital files and the intervals and assays verified by Atlantic
personnel. A master database is maintained with access limited to key company
personnel and copies of this database are used for technical purposes. The trial
grade control program was undertaken to assess an area largely defined by KMS-15
assays. The results suggested an overestimation of grade by the KMS-15 assays of
22%. Accordingly, the KMS assays used for resource estimation have been reduced
by 22% prior to compositing. All other assays are used as original values,
arithmetically averaged where duplicates are available. A recent (November 2013)
independent analysis of check assay data by sampling specialist, D.
Francois-Bongarcon has concluded that the KMS data are not biased and should not
be reduced. However a conservative approach has been maintained and the 22%
downgrade of the KMS assays is retained and the former resource estimate remains
unchanged. There have been no instances in which sample grades could not be
reasonable verified.
The Cochrane Hill Mineral Resource estimates are based on drill-hole sample data
generated by a number of mining and exploration companies over several decades
dating back to 1974. Of the 128 holes used for resource estimation, 64 holes
were drilled in NQ standard tube diameter and the remainder in BQ or AQ standard
tube diameter. Core drilled by Atlantic Gold and historic core holes that have
been re-logged have been oriented effectively by reference to bedding
orientations. Core recoveries have been defined on a 1m interval basis for holes
drilled by Atlantic Gold and recoveries are good, averaging 97%. A large
proportion of the holes (59 of 89) drilled by previous explorers have been
re-logged and core recoveries measured for those holes average 95%. All assays
obtained prior to Atlantic Gold have been verified against paper documents by
Atlantic Gold personnel and any errors corrected. Atlantic Gold assays have been
merged from digital files and the intervals and assays verified by company
personnel. A master database is maintained with access limited to key company
personnel and copies of this database are used for validation. There has been no
adjustment of assay data.
Neil Schofield, MS - Applied Earth Sciences, MAusIMM, MAIG, and a Qualified
Person as defined by NI 43-101, has verified the data disclosed above, including
the sampling, analytical and test data underlying the information contained in
this news release.
There are no known legal, political, environmental or other risks that could
materially affect the potential development of these resources that have been
identified.
Neil Schofield, MS - Applied Earth Sciences, MAusIMM, MAIG, consultant to both
Spur and Atlantic, and a Qualified Person as defined by NI 43-101, has reviewed
and approved the technical information contained in this news release.
About Spur Ventures Inc.
Spur is listed on the TSX Venture Exchange, and has a registered office at Suite
3083, Three Bentall Centre, 595 Burrard Street, Vancouver, B.C. Canada. Spur is
focused on potential acquisitions in gold, base metals or other mineral related
assets advanced stages of development where the balance of technical and
geopolitical risk will result in increased value to Spur's shareholders.
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 HOA, the Scheme, the Alternative Transaction, the share
purchase program recently announced by Atlantic and otherwise in connection with
the proposed Transaction, any benefits to any shareholder of either Spur or
Atlantic that may result from the proposed Transaction, the listing of common
shares and Spur Warrants issued under the Transaction on the ASX, and the timing
and receipt of requisite regulatory, court and shareholder approvals in respect
thereof. 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 successful completion of the Transaction,
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), 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, Spur has applied
several material assumptions, including without limitation, the assumptions
that: (1) the receipt of necessary consents and approvals and satisfaction of
all conditions precedent for the completion of the Transaction 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 new 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 in or
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 the Spur's
audited financial statements and MD&A for the year ended December 31, 2012 and
the quarter ended September 30, 2013 on the SEDAR website at www.sedar.com. The
actual results or performance by Spur 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 Spur. 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.
Schedule A
Summary Description of Spur Series A Preferred Shares
The description below assumes that the Spur Series A Preferred Shares are issued
(and no other preferred shares are issued) by Spur as contemplated under
paragraph (b) on the first page of this news release.
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Description Spur Series A Preferred Shares
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Special Rights and Subject to regulatory approvals including the TSX
Restrictions Venture Exchange, the Spur Series A Preferred Shares
shall have attached thereto special rights and
restrictions upon issuance, a summary of which
follows:
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Conversion by Atlantic Atlantic may, at its election and at any time,
convert Spur Series A Preferred Shares held by
Atlantic into Spur common shares provided that the
number of Spur Series A Preferred Shares to be
converted, when aggregated with the total number of
Spur Series A Preferred Shares previously converted
by Atlantic, does not exceed 10% of the total number
of Spur Series A Preferred Shares issued to Atlantic
upon the acquisition of DDV Gold Limited.
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Conversion upon Any Spur Series A Preferred Shares distributed or
Distribution to transferred by Atlantic to its shareholders, subject
Atlantic Shareholders to any requisite Atlantic shareholder approval, will
automatically convert into Spur common shares upon
such distribution or transfer.
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10% Holding Limitation Atlantic shall not distribute or transfer the Series
A Preferred Shares (and, hence, such shares shall not
be converted), until and unless the board of
directors of Spur is satisfied that: (a) no person,
or combination of persons acting jointly or in
concert (as such concept is defined by applicable
Canadian securities legislation) shall, taking into
account the conversion of such Spur Series A
Preferred Shares into Spur common shares and all
other Spur common shares held by such person(s), hold
10% or more of the total number of Spur common shares
then outstanding; and (b) such distribution or
transfer by Atlantic will not otherwise cause a
change of control of Spur as such concept is defined
by the policies of the TSX Venture Exchange.
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Dividends No dividends will be paid or payable to any holder of
the Spur Series A Preferred Shares.
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Voting The holders of the Spur Series A Preferred Shares
shall not as such be entitled to vote at any meetings
of the common shareholders of Spur but shall be
entitled to notice of meetings of shareholders called
for the purpose of authorizing the dissolution of
Spur or the sale of its undertaking or a substantial
part thereof or the creation of any class or classes
of shares ranking in priority to the Spur Series A
Preferred Shares.
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Distribution of Assets In the event of any distribution of the assets or
or Property Upon Wind property of Spur among its shareholders as such other
Up or Dissolution than by way of dividend or by way of redemption or
(Priority) purchase for cancellation of the Spur Series A
Preferred Shares or upon the winding-up or other
liquidation or dissolution of Spur, no assets or
property of Spur shall be distributed to the holders
of Spur ranking junior to the Spur Series A Preferred
Shares until there has been paid to the holders of
the Spur Series A Preferred Shares, an amount equal
to the redemption price of such Spur Series A
Preferred Shares. The redemption price of the Spur
Series A Preferred Shares shall mean the amount paid
up thereon.
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Purchase by Spur for Spur may at any time and from time to time purchase
Cancellation the Spur Series A Preferred Shares for cancellation:
(a) on the open market; (b) with the consent of the
holders of the Spur Series A Preferred Shares; or (c)
pursuant to tenders received by Spur upon request for
tenders addressed to all of the holders of the Spur
Series A Preferred Shares, the whole or any part of
the Spur Series A Preferred Shares at the lowest
price which, in the opinion of the directors of Spur,
such shares are obtainable.
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Amendment Any amendment to the Articles of Spur to delete or
vary any preference, right, condition, restriction,
limitation or prohibition attaching to the Spur
Series A Preferred Shares or to create any special
shares ranking in priority to or on a parity with the
Spur Series A Preferred Shares, in addition to the
authorization by a special resolution, shall be
authorized by at least three-quarters (3/4) of the
votes cast at a meeting of the holders of Spur Series
A Preferred Shares duly called for that purpose.
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FOR FURTHER INFORMATION PLEASE CONTACT:
Spur Ventures Inc.
John Morgan
President and CEO
1 (604) 689-5564
questions@spur-ventures.com
Spur Ventures Inc.
Irfan Shariff
CFO and Corporate Secretary
1 (604) 689-5564
www.spur-ventures.com