SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the month May, 2003
Commission File Number:0-29638
SPUR VENTURES INC.
(Exact name of registrant as specified in its charter)
Suite 1212 – 1130 West Pender Street
Vancouver, British Columbia, Canada V6E 4A4
(Address of Principal Offices)
[Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
| Form 20-F: _X_ | Form-40-F: ___ |
[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
[If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82-______________________
Page 2
Form 6-K
SIGNATURES
Pursuant to the requirements of he Securities Exchange Act of 1934, the registrant has duly caused this report to be signed in its behalf by the undersigned, thereunto duly authorized.
| | Spur Ventures Inc. |
| | (Registrant) |
| | | |
| | By | Y.B. IanH |
| | |
|
| | | Y.B. Ian He |
| | | President and Director |
| | | |
| | Date | May 15, 2003 |
| | |
|
N E W S R E L E A S E
PRIVATE PLACEMENT CLOSED
The Company has now closed its recently announced private placement of 5,000,000 units of the Company at the price of $0.50 per unit, each unit consisting of one common share and one non-transferable warrant, each warrant entitling the holder to purchase one additional share of the Company at a price of $0.60 per share for two years, until May 13, 2005. The shares, warrants and any shares issued upon exercise of the warrants are subject to a hold period and may not be traded in British Columbia until September 14, 2003 except as permitted by theSecurities Act and the Rules made thereunder and the TSX Venture Exchange. The Company is entitled to require the holder of a warrant to exercise it on any date which is 20 days from the date of notice by the Company to the holder that the closing price for the preceding 20 consecutive trading days per common share on the TSX Venture Exchange exceeds $1.20 per common share.
In consideration of arranging the private placement, Riverbank Group Limited received a finder’s fee of $134,400 paid in cash and Global Resource Investments Limited received a finder’s fee by the issuance of 70,000 units having the same terms and conditions as described above, and which may not be traded in British Columbia until September 14, 2003 except as permitted by theSecurities Actand the Rules made thereunder and the TSX Venture Exchange.
| Robert G. Atkinson |
|
| Robert G. Atkinson |
| Chairman of the Board |
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
| Suite 1212 – 1130 West Pender Street, Vancouver B.C. Canada V6E 4A4 |
| Telephone: (604) 689-5564 Fax: (604) 609-9836 Toll Free: 1-877-689-5599 |
| www.spur-ventures.com Email: info@spur-ventures.com |
BCF 45-902F (Formerly Form 20) Securities Act REPORT OF EXEMPT DISTRIBUTION
|
| | |
| 1. | State the full name, address and telephone number of the issuer of the security distributed. Spur Ventures Inc.
1212 - 1130 West Pender Street
Vancouver, BC V6E 4A4
604-689-5564
|
| | |
| 2. | State whether the issuer is or is not a reporting issuer and, if reporting, the jurisdictions in which is it reporting. The Issuer is a reporting issuer in British Columbia and Alberta. |
| | |
| 3. | State whether the issuer is listed or quoted on any stock exchange or trading or quotation system and, if so, which stock exchange or trading or quotation system. The Issuer is listed on the TSX Venture Exchange. |
| | |
| 4. | Describe the type of security and the aggregate number distributed. If the security is convertible or exchangeable, describe the type of underlying security, the terms of exercise or conversion and any expiry date. Private Placement – 5,000,000 units, each unit consisting of one common share of the Company and one warrant, each one warrant entitling the holder to purchase one additional share in the capital of the Company until May 13, 2005, at the price of $0.60 per share. The Issuer is entitled to require the holder of a warrant to exercise on any date which is twenty days from the date of the notice by the Issuer to the holder that the closing price for the preceding 20 consecutive trading days per common share on the TSX Venture Exchange exceeds $1.20 per common share.
|
| | |
| 5. | Provide the following information for each type of security distributed. Consult Multilateral Instrument 45-102Resale of Securitiesto determine what restricted or seasoning period applies to the security. |
Full name of purchaser and
Municipality and
Jurisdiction of residence | Number of
securities
purchased | Date of
distribution | Price per
security/total
purchase price
(Canadian $) | Exemption
relied on | Length of
any
restricted or
seasoning
period |
Mulfun Resources Corp.
390-2025 West 42ndAvenue
Vancouver, BC V6M 2B5 | 200,000 | May 13, 2003 | $0.50 Per Unit | Multilateral
Instrument
45-103(3.1(2)) | 4 Months and
1 day |
Dan Mauro
160-6755 Graybar Road
Richmond, BC V6W 1H8 | 50,000 | May 13, 2003 | $0.50 Per Unit | Multilateral
Instrument
45-103(3.1(2)) | 4 Months and
1 day |
2
Full name of purchaser and
Municipality and
Jurisdiction of residence | Number of
securities
purchased | Date of
distribution | Price per
security/total
purchase price
(Canadian $) | Exemption
relied on | Length of
any
restricted or
seasoning
period |
Hai Lin Hu
Hu Ming Road 6988 Lane
Lian Pu Garden No. 8 Room
201
Shanghai, China | 10,000 | May 13,
2003 | $0.50 Per Unit | Multilateral
Instrument
45-103(3.1(2)) | 4 Months and
1 day |
Hsing-Chung Huang
340 Peida Road 12thFl-3
Hsin Chu City, Taiwan | 150,000 | May 13,
2003 | $0.50 Per Unit | Multilateral
Instrument
45-103(3.1(2)) | 4 Months and
1 day |
Ju Ting Chiu
335 Peng Yi Rd.
Tai Ping Tai Chung, Taiwan | 100,000 | May 13,
2003 | $0.50 Per Unit | Multilateral
Instrument
45-103(3.1(2)) | 4 Months and
1 day |
Riverbank Group Limited
11-13 Victoria Street
Douglas, Isle of Man 1M1
2LR | 220,000 | May 13,
2003 | $0.50 Per Unit | Multilateral
Instrument
45-103(3.1(2)) | 4 Months and
1 day |
Lomali Limited
11-13 Victoria Street
Douglas, Isle of Man 1M1
2LR | 200,000 | May 13,
2003 | $0.50 Per Unit | Multilateral
Instrument
45-103(3.1(2)) | 4 Months and
1 day |
Michael Atkinson
1801-1033 Marinaside Cres.
Vancouver, BC V6Z 3A3 | 75,000 | May 13,
2003 | $0.50 Per Unit | Multilateral
Instrument
45-103(3.1(2)) | 4 Months and
1 day |
Sagit Investment Management
Ltd.
900-789 West Pender Street
Vancouver, BC V6C 1H2 | 500,000 | May 13,
2003 | $0.50 Per Unit | Multilateral
Instrument
45-103(3.1(2)) | 4 Months and
1 day |
Colin Leech-Porter
3550 Quesnel Drive
Vancouver, BC V6L 2W6 | 10,000 | May 13,
2003 | $0.50 Per Unit | Securities Act
74(2)(9) | 4 Months and
1 day |
Kalen Leech-Porter
3550 Quesnel Drive
Vancouver, BC V6L 2W6 | 20,000 | May 13,
2003 | $0.50 Per Unit | Multilateral
Instrument
45-103(3.1(2)) | 4 Months and
1 day |
Minhas Sayani
Trimark Trading
30020-107 Block B Arenco
Bldg.
Sabell, Dubai U.A.E. | 400,000 | May 13,
2003 | $0.50 Per Unit | BCI 72-503 | 4 Months and
1 day |
Robert Cross
940-1040 West Georgia Street
Vancouver, BC V6E 4H1 | 800,000 | May 13,
2003 | $0.50 Per Unit | Multilateral
Instrument
45-103(3.1(2)) | 4 Months and
1 day |
3
Full name of purchaser and
Municipality and
Jurisdiction of residence | Number of
securities
purchased | Date of
distribution | Price per
security/total
purchase price
(Canadian $) | Exemption
relied on | Length of
any
restricted or
seasoning
period |
Robert G. Atkinson
6225 Imperial Avenue
West Vancouver, BC
V7W2J2 | 150,000 | May 13,
2003 | $0.50 Per Unit | Securities Act
74(2)(9) | 4 Months and
1 day |
MJA Group Ventures Ltd.
1801-1033 Marinaside
Crescent
Vancouver, BC V6Z 3A3 | 300,000 | May 13,
2003 | $0.50 Per Unit | Multilateral
Instrument
45-103(3.1(2)) | 4 Months and
1 day |
A & E Capital Funding Inc.
1103-1166 Alberni Street
Vancouver, BC V6C 3Z3 | 100,000 | May 13,
2003 | $0.50 Unit | Multilateral
Instrument
45-103(3.1(2)) | 4 Months and
1 day |
David G. Nelson
1100-1166 Alberni Street
Vancouver, BC V6C 3Z3 | 165,000 | May 13,
2003 | $0.50 Unit | Multilateral
Instrument
45-103(3.1(2)) | 4 Months and
1 day |
Gus Wahlroth
5737 126thStreet
Surrey, BC V3W 0J2 | 50,000 | May 13,
2003 | $0.50 Unit | Multilateral
Instrument
45-103(3.1(2)) | 4 Months and
1 day |
John Nugent
1100 - 1166 Alberni Street
Vancouver, BC V6C 3Z3 | 200,000 | May 13,
2003 | $0.50 Unit | Multilateral
Instrument
45-103(3.1(2)) | 4 Months and
1 day |
Exploration Capital Partners
Limited Partnership
7770 El Camino Real
Carlsbad, California 92009 | 1,000,000 | May 13,
2003 | $0.50 Unit | BCI 72-503
| 4 Months and
1 day |
Jo-Ann M. Bayley
4143 Ranger Crescent
North Vancouver, BC
V7R3L8 | 100,000 | May 13,
2003 | $0.50 Unit | Multilateral
Instrument
45-105(5.1(2)) | 4 Months and
1 day |
The Sinclair Family Trust
1937 Knox Road
Vancouver, BC V6T 1S5 | 100,000 | May 13,
2003 | $0.50 Unit | Multilateral
Instrument
45-103(3.1(2)) | 4 Months and
1 day |
Global (GMPC) Holdings Inc.
1103 - 1166 Alberni Street
Vancouver, BC V6C 3Z3 | 100,000 | May 13,
2003 | $0.50 Unit | Multilateral
Instrument
45-103(3.1(2)) | 4 Months and
1 day |
| 6. | Disclose the following information in a schedule to the Form 45-902F. The information in the schedule is not available to the public. |
4
Full name and
residential address of
purchaser | Telephone number and
e-mail address of
purchaser | Type of security and
number purchased | Exemption relied on |
| See schedule attached hereto |
| 7. | State the total dollar value (Canadian $) of the securities distributed by the issuer to purchasers resident in British Columbia. This total dollar value must be used for calculating the fee payable for filing this report with the British Columbia Securities Commission. $1,460,000 |
| 8. | Provide the following information for each person who is being compensated in connection with the distribution(s) of the security. When disclosing compensation paid or to be paid, include discounts, commissions or other fees or payments of a similar nature directly related to the distribution. Do not include payments for services incidental to the trade, such as clerical, printing, legal or accounting services. If the compensation is in the form of a security, include the exemption under which the security is being distributed. If the security is being distributed on a later date, the issuer must file a separate Report of Distribution with the applicable filing fee. |
Name and address
of person being compensated | Compensation paid (number and type of
security and/or cash amount (Canadian $)) | Price per share
(Canadian $) |
RiverBank Group Limited
305-3438 Marine Drive
West Vancouver, BC V7V 1L2 | $116,900 | N/A |
Global Resource Investment Limited
7770 El Camino Real
Carlsbad, California 92009 | 70,000 Units, each Unit consisting of one common share and one non transferable warrant, with the same terms and conditions as set out herein.
Exemption relied on: Section 128(f) of the Rules. | $0.50 |
The undersigned hereby certified that the statements made in this report and in any schedule to this report are true and correct.
DATED at Vancouver, British Columbia this ____ day of ___, 2003.
SPUR VENTURES INC.____________
Name of issuer (please print)
________________________________
Signature of authorized signatory
________________________________
Name and office of authorized signatory
(please print)
IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A RECORD REQUIRED TO BE FILED OR PROVIDED UNDER THESECURITIES ACTORSECURITIES RULES THAT, AT THE TIME AND IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.
SCHEDULE
Full name and residential
address of purchaser | Telephone number and e-mail
address of purchaser | Type of security and
number purchased | Exemption relied on |
Mulfun Resources Corp.
390-2025 West 42ndAvenue
Vancouver, BC V6M 2B5 | david-muller@maxima-invest.com
604-266-1200 | 200,000 Units | Multilateral Instrument
45-103(3.1(2)) |
Dan Mauro
160-6755 Graybar Road
Richmond, BC V6W 1H8 | n/a
604-250-7320 | 50,000 Units | Multilateral Instrument
45-103(3.1(2)) |
Hai Lin Hu
Lian Pu Garden No. 8 Room 21
Shanghai, China | n/a
6413-4306 | 10,000 Units | Multilateral Instrument
45-103(3.1(2)) |
Hsing Chung Huang
340 Peida Road 12thFl-3
Hsin Chu City, Taiwan | n/a
3-525-5893 | 150,000 Units | Multilateral Instrument
45-103(3.1(2)) |
Kwee Peng Jo
345Peng Yi Rd.
Tai Ping Tai Chung, Taiwn | n/a
8864-22700838 | 100,000 Units | Multilateral Instrument
45-103(3.1(2)) |
Riverbank Group Limited
11-13 Victoria Street
Douglas, Isle of Man 1M1 2LR | casper@rivergroup.ca
44-11624-611-929 | 220,000 Units | Multilateral Instrument
45-103(3.1(2)) |
Lomali Limited
11-13 Victoria Street
Douglas, Isle of Man 1M1 2LR | n/a
44-1624-611-929 | 200,000 Units | Multilateral Instrument
45-103(3.1(2)) |
Michael Atkinson
1801-1033 Marinaside Crescent
Vancouver, BC V6Z 3A3 | matkinson@quest-mail.com
604-733-8171 | 75,000 Units | Multilateral Instrument
45-103(3.1(2)) |
Sagit Investment Management Ltd.
900-789 West Pender Street
Vancouver, BC V6C 1H2 | rtsakok@sagit.com
604-685-3193 | 500,000 Units | Multilateral Instrument
45-103(3.1(2)) |
Colin Leech-Porter
3550 Quesnel Drive
Vancouver, BC V6L 2W6 | colinlp@telus.net
604-737-1630 | 10,000 Units | Securities Act 74(2)(9) |
Kalen Leech-Porter
3550 Quesnel Drive
Vancouver, BC V6L 2W6 | kalenlp@telus.net
604-737-1630 | 20,000 Units | Multilateral Instrument
45-103(3.1(2)) |
Minhas Sayani
Trimark Trading
30020-107 Block B Arenco Bldg.
Sabell, Dubai U.A.E. | minhas_sayani@yahoo.com
97150-652-2589 | 400,000 Units | BCI 72-503 |
2
Robert Cross
940-1040 West Georgia Street
Vancouver, BC V6E 4H1 | cross@macluan.com
604-688-6668 | 800,000 Units | 45-103(3.1(2)) |
Robert G. Atkinson
6225 Imperial Avenue
West Vancouver, BC V7W 2J2 | rga@imag.net
604-921-6919 | 150,000 Units | 74(2)(9) |
MJA Group Ventures Ltd.
1801-1033 Marinaside Cres.
Vancouver, BC V6Z 3A3 | matkinson@guest-mail.com
604-733-8171 | 300,000 Units | 45-103(3.1(2)) |
A & E Capital Funding Inc.
1103-1166 Alberni Street
Vancouver, BC V6C 3Z3 | gewart@hotmail.com
604-688-3410 | 100,000 Units | 45-103(3.1(2)) |
David G. Nelson
1100-1166 Alberni Street
Vancouver, BC V6C 3Z3 | david@nelsoninternational.com
604-689-9324 | 165,000 Units | 45-103(3.1(2)) |
Gus Wahlroth
5737 126thStreet
Surrey, BC V3W 0J2 | gwahlroth@goldencapital.com
604-595-2444 | 50,000 Units | 45-103(3.1(2)) |
John Nugent
1100 - 1166 Alberni Street
Vancouver, BC V6C 3Z3 | jonug80@hotmail.com
604-228-0888 | 200,000 Units | 45-103(3.1(2)) |
Exploration Partners Limited
7770 El Camino Real
Carlsbad, California 92009 | ksp@gril.net
760-943-3939 | 1,000,000 Units | BCI 72-503 |
Joanne Bayley
4143 Ranger Crescent
North Vancouver, BC V7R 3L8 | jobayley@shaw.ca
604-987-1865 | 100,000 Units | 45-103(3.1(2)) |
The Sinclair Family Trust
1937 Knox Road
Vancouver, BC V6T 1S5 | n/a
604-222-4920 | 100,000 Units | 45-103(3.1(2)) |
Global (GMPC) Holdings Inc.
1103 - 1166 Alberni Street
Vancouver, BC V6C 3Z3 | rga@imag.net
604-688-3410 | 100,000 Units | 45-103(3.1(2)) |
BC FORM 53-901F AND ASC FORM 27
SECURITIES ACT
| ITEM 1. | REPORTING ISSUER |
| | |
| | Spur Ventures Inc. (the “Issuer”)
1212 – 1130 West Pender Street
Vancouver, BC V6E 4A4 |
| | |
| ITEM 2. | DATE OF MATERIAL CHANGE |
| | |
| | May 13, 2003 |
| | |
| ITEM 3. | PRESS RELEASE |
| | |
| | Issued May 14, 2003 and distributed through the facilities of Canada News Wire. |
| | |
| ITEM 4. | SUMMARY OF MATERIAL CHANGE |
| | |
| | The Company has now closed its recently announced private placement of 5,000,000 Units raising gross proceeds of $2,500,000. |
| | |
| ITEM 5. | FULL DESCRIPTION OF MATERIAL CHANGE |
| | |
| | The Company has now closed its recently announced private placement of 5,000,000 Units at the price of $0.50 per Unit, each Unit consisting of one share and one non-transferable warrant, each one warrant entitling the holder to purchase one additional share of the Company at the price of $0.60 per share until May 13, 2005. The Company is entitled to require the holder of a warrant to exercise on any date, which is twenty days from the date of the notice by the Company to the holder that the closing price for the preceding 20 consecutive trading days per common share on the TSX Venture Exchange exceeds $1.20 per common share. In consideration of arranging the private placement, Riverbank Group Limited received a finder’s fee of $134,400 paid in cash and Global Resource Investments Limited received a finder’s fee by the issuance of 70,000 units having the same terms and conditions as described above, and which may not be traded in British Columbia until September 14, 2003 except as permitted by the Securities Act and the Rules made thereunder and the TSX Venture Exchange. |
| ITEM 6. | RELIANCE ON SECTION 85(2) OF THE SECURITIES ACT
(BRITISH COLUMBIA) AND SECTION 146(2) OF THE SECURITIES ACT (ALBERTA) |
| | |
| | Not Applicable |
| | |
| ITEM 7. | OMITTED INFORMATION |
| | |
| | There are no significant facts required to be disclosed herein which has been omitted. |
| | |
| ITEM 8. | SENIOR OFFICER |
| | |
| | Contact: Robert G. Atkinson
Telephone: 604.688.3410 |
| | |
| ITEM 9. | STATEMENT OF SENIOR OFFICER |
| | |
| | The foregoing accurately discloses the material change referred to herein. |
__Robert G. Atkinson______
Robert G. Atkinson, Chairman
DATED at Vancouver, this 14 day of May 2003.
FORM 45-102F2
Certificated under Subsection 2.7(2) or (3) of
Multilateral Instrument 45-102 Resale of Securities
Spur Ventures Inc. has distributed securities under a provision listed in Appendix D or E to Multilateral Instrument 45-102 or a provision of securities legislation that specifies that the first trade of the securities is subject to section 2.5 or 2.6 of Multilateral Instrument 45-102 and hereby certifies that in respect of a distribution on May 13, 2003 of 5,070,000 units of Spur Ventures Inc., Spur Ventures Inc. was a qualifying issuer within the meaning of Multilateral Instrument 45-102 Resale of Securities at the distribution date.
DATED at Vancouver, British Columbia this 14 day of May 2003.
SPUR VENTURES INC.
| By: | ___Robert G. Atkinson_____
Robert G. Atkinson, Chairman |
