ATLANTIC GOLD NL 
By SHARE PURCHASE PLAN
TERMS AND CONDITIONS Registered office:
Atlantic Gold NL
Suite 506, 815 Pacific Highway
Chatswood NSW 2067
Phone: 02-9410 0993
Fax: 02-9410 0958 www.atlanticgold.com.au enquiries@atlanticgold.com.au
Atlantic Gold NL ACN 062 091 909 (Atlantic Gold) is pleased to provide Eligible Shareholders with the opportunity to participate in the Atlantic Gold Share Purchase Plan (SPP) by subscribing for up to A$15,000 worth of new fully paid ordinary shares in Atlantic Gold (New Shares) at an issue price of 2.5 cents per share without incurring brokerage or other transaction costs. The SPP is intended to raise a maximum of $1,000,000. The securities to be issued to participants in the SPP will be included in the calculation of any consideration to be provided to Atlantic Gold's shareholders under the proposed merger transaction with Spur Ventures Inc. (refer to our website www.atlanticgold.com.au). Details of the terms and conditions of the offer and the key dates are set out below:
Announced SPP to ASX: Monday 7 April 2014
Record Date: Friday 4 April 2014 7:00 pm (Sydney time) SPP Opens: Thursday 17 April 2014 9:00 am (Sydney time) SPP Closes: Friday 9 May 2014 5:00 pm (Sydney time)
Allotment of New Shares: Friday 16 May 2014
Anticipated date of entry of New Shares into uncertificated holding accounts:
New Shares issued under the SPP are expected to commence trading:
Monday 19 May 2014
Monday 19 May 2014
1. WHO IS ELIGIBLE TO APPLY?
1.1 You are eligible to subscribe for up to a maximum of A$15,000 worth of New Shares under the SPP if you were recorded as holding fully paid ordinary shares in Atlantic Gold (Atlantic Gold Shares) at 7:00 pm (Sydney time) on Friday 4 April 2014 (Record Date) with a registered address either in Australia or New Zealand (an Eligible Shareholder) as follows:
(1) If you are the only registered holder of Atlantic Gold Shares, but you receive more than one offer under the SPP (for example, due to multiple registered holdings), you may only apply for one maximum parcel of New Shares.
(2) If you are recorded with one or more other persons as the joint holder of Atlantic Gold Shares (Joint Holders) that joint holding is considered to be a single registered holding for the purposes of the SPP, and the Joint Holders are entitled to participate in the SPP in respect of that single holding only. If the same Joint Holders receive more than one offer under the SPP due to multiple registered holdings, the Joint Holders may only apply for one maximum parcel of New Shares.
(3) If you are a custodian, trustee or nominee within the definition of "custodian" in ASIC Class Order [CO
09/425] (Custodian) and hold Atlantic Gold Shares on behalf of one or more persons (each a Participating Beneficiary), or a "downstream custodian" (defined in accordance with ASIC Class Order [CO 09/425]) holds beneficial interests in Atlantic Gold Shares and you hold the Atlantic Gold Shares to which those beneficial interests relate on behalf of the downstream custodian or another Custodian, you may apply for up to a maximum of A$15,000 worth of New Shares for each Participating Beneficiary, subject to providing a notice in writing to Atlantic Gold certifying the matters specified in [CO 09/425] (Custodian Certificate).
1.2 If you hold Atlantic Gold Shares as a custodian, trustee or nominee for another person, but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings apply.
ATLANTIC GOLD NL Share Purchase Plan Terms and Conditions 1
1.3 Custodians can obtain a copy of a proforma Custodian Certificate by contacting the Company on (02) 9410 0993 from the Company's website at www.atlanticgold.com.au.
1.4 Atlantic Gold has determined that it is not practical for holders of Atlantic Gold Shares with registered addresses in other jurisdictions to participate in the SPP.
2. UNITED STATES RESTRICTIONS
2.1 New Shares to be issued under the SPP have not been and will not be registered under the U.S. Securities Act of
1993 as amended (Securities Act) or the securities laws of any state or other jurisdiction of the United States. Therefore, the New Shares to be issued under the SPP may not be offered, sold or otherwise transferred to shareholders located in the "United States" (as defined in Regulation S under the Securities Act) or to shareholders who are, or who are acting for the account or benefit of, a U.S. Person (as defined in Regulation S under the Securities Act) (US Person).
2.2 These terms and conditions and the accompanying materials do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or from, any US Person, and these materials must not be sent or disseminated in the United States or to any US Person, directly or indirectly.
2.3 Consistent with the warranties contained in these terms and conditions and the application form accompanying these terms and conditions (Application Form), you must not submit any completed Application Form or make any payment in respect of the purchase of New Shares under the SPP on behalf of any persons resident in the United States or who are, or are acting for the account or benefit of, US Persons. Failure to comply with these restrictions may result in violations of applicable securities laws.
3. PARTICIPATION IS OPTIONAL
3.1 Participation in the SPP is optional and is subject to these terms and conditions and those set out in the Application Form. The offer to acquire New Shares under the SPP is not a recommendation. If you are in any doubt about this offer, whether you should participate in the SPP or how such participation will affect you, you should consider seeking independent financial and taxation advice before making a decision as to whether or not to accept this offer. Atlantic Gold also recommends that you monitor the Atlantic Gold Share price which can be found in the financial pages of major Australian metropolitan newspapers or on the ASX website at www.asx.com.au(ASX
code: ATV).
4. NON-RENOUNCEABLE OFFER
4.1 This offer is non-renounceable which means you cannot transfer your right to purchase New Shares under the SPP to anyone else. Accordingly, New Shares applied for under the SPP may be issued only to the Eligible Shareholder to whom they are offered.
5. RANKING OF NEW SHARES
5.1 All New Shares issued under the SPP will rank equally with existing Atlantic Gold Shares from the date of issue and, therefore, will carry the same voting rights, dividend rights and other entitlements as existing Atlantic Gold Shares.
6. MAXIMUM PROPOSED AMOUNT TO BE RAISED AND SCALE BACK
6.1 The maximum amount proposed to be raised under the SPP is $1,000,000. The board of directors of Atlantic Gold (Board), however, reserves absolute discretion regarding the final amount to be raised under the SPP. Any change to this proposed cap will be announced to the ASX.
6.2 If applications are received under the SPP in excess of any cap set by the Board, applications will be scaled back on a proportionate basis.
6.3 If applications are scaled back, you may not receive the full parcel of New Shares for which you have applied. If a scale back produces a fractional number when applied to your parcel, the number of New Shares you will be allotted under the SPP will be rounded up to the nearest whole number of New Shares.
6.4 In the event of a scale back, the difference between the value of the New Shares allotted to you (calculated at the issue price for the New Shares) and the application money received from you will be refunded by Atlantic Gold, without interest, following allotment.
7. HOW IS THE SHARE ISSUE PRICE CALCULATED?
7.1 The purchase price for each New Share under the SPP is A$0.025 per share. This purchase price represents a discount of approximately 10.7% from the average closing price for all Atlantic Gold Shares traded on ASX during the 5 days on which sales were recorded prior to the announcement of the SPP on Monday 7 April 2014.
7.2 The market price of Atlantic Gold Shares may rise or fall between the date of this offer and the date when the New Shares are issued and allotted to you under the SPP. Importantly, there is a risk that the price you pay per New Share under this offer may exceed the market price of Atlantic Gold Shares at the time the New Shares are issued to you under the SPP.
2 ATLANTIC GOLD NL Share Purchase Plan Terms and Conditions
8. WHAT COSTS ARE PAYABLE?
8.1 You only have to pay the application price for the New Shares under the SPP. You do not have to pay any other transaction costs such as brokerage, commissions or other costs normally associated with an acquisition of shares on ASX.
9. MAXIMUM SUBSCRIPTION AMOUNT (A$15,000)
9.1 The offer under the SPP needs to comply with the conditions of ASIC Class Order [CO 09/425]. Under that Class Order, Eligible Shareholders may only acquire a maximum of A$15,000 worth of Atlantic Gold Shares under a share purchase plan in any 12 month period. Atlantic Gold has not conducted a share purchase plan in the past 12 months.
9.2 Accordingly, Eligible Shareholders may participate in the SPP up to the maximum limit of A$15,000. This limitation applies even if you receive more than one Application Form or if you hold Atlantic Gold Shares in more than one capacity (e.g. if you are both a sole and joint holder of Atlantic Gold Shares). Please refer to the "Who is eligible to apply?" in section 1 above for further details.
10. CERTIFICATION
10.1 By submitting an Application Form to Atlantic Gold, you certify that the aggregate of the application price paid by you for:
(1) the New Shares the subject of such Application Form;
(2) any other New Shares under the SPP or any Atlantic Gold Shares under an arrangement similar to the SPP in the 12 months before the date of your application;
(3) any other New Shares which you have instructed a Custodian to acquire on your behalf under the SPP; and
(4) any other Atlantic Gold Shares issued to a Custodian in the 12 months before the date of your application as a result of an instruction to apply for Atlantic Gold Shares on your behalf under an arrangement similar to the SPP given by you to the Custodian or a downstream custodian,
does not exceed A$15,000.
10.2 If you are a Custodian you make additional representations that:
(1) you are a custodian, trustee or nominee within the definition of "custodian" in ASIC Class Order [CO
09/425]; and
(2) you have provided a Custodian Certificate to Atlantic Gold.
10.3 The A$15,000 limit applies irrespective of the number of Atlantic Gold Shares you hold on the Record Date.
Atlantic Gold reserves the right, and in certain circumstances may be required under ASIC Class Order [CO 09/425], to reject an application for New Shares under the SPP to the extent it considers, or is reasonably satisfied, that the application (whether alone or in conjunction with other applications) does not comply with these requirements.
11. CALCULATION OF THE NUMBER OF NEW SHARES
11.1 In the absence of scale back, the number of New Shares to be issued to you under the SPP will be calculated by dividing the value of New Shares that you applied for as set out in the Application Form submitted by you to Atlantic Gold by the purchase price for the New Shares, being A$0.025 per share.
For example, in the absence of scale back, if you apply for A$15,000 of New Shares at the offer price of A$0.025 per share, you will be allotted 600,000 New Shares.11.2 If Atlantic Gold scales back applications, the number of New Shares to which you may be entitled, as scaled back, may not be equal to a whole number of New Shares. In that event, the number of New Shares allotted to you will be rounded up to the nearest whole number of New Shares.
12. HOW TO APPLY FOR NEW SHARES
12.1 The SPP opens on Thursday 17 April 2014. If you would like to apply for New Shares under the SPP you must:
(1) duly complete the accompanying Application Form and return it to Atlantic Gold by post or facsimile to the following address or number:
Atlantic Gold NL
Suite 506, 815 Pacific Highway
Chatswood, NSW, 2067
Facsimile +61 2 9410 0958
(2) pay the subscription amount for the number of New Shares applied for by you by either Bpay®, in accordance with the instructions set out in the accompanying personalised Application Form, or by returning a cheque, bank draft or money order drawn on an Australian bank in Australian dollars for that subscription amount with the completed Application Form.
ATLANTIC GOLD NL Share Purchase Plan Terms and Conditions 3
12.2 Application Forms and the applicable subscription amount must be received by Atlantic Gold no later than 5:00 pm (Sydney time) Friday 9 May 2014. Atlantic Gold reserves the right to return any payment and not allot any New Shares in respect of an Application Form or subscription amount received after that time.
12.3 Application Forms and payments under the SPP may not be withdrawn once they have been received by Atlantic
Gold. No interest will be payable on application money held by Atlantic Gold.
12.4 Please read the accompanying Application Form for further details of how to apply for New Shares under the SPP.
13. CLASS ORDER [CO 09/425] COMPLIANCE
13.1 This offer of New Shares under the SPP is made in accordance with the requirements of ASIC Class Order [CO
09/425]. That Class Order grants relief from the requirement to prepare a prospectus for the offer of New Shares under the SPP.
14. BINDING TERMS
14.1 By accepting the offer to purchase New Shares under the SPP, you agree to be bound by these terms and conditions and Atlantic Gold's constitution.
15. NEW SHARE ALLOTMENT AND QUOTATION DATES
15.1 New Shares are expected to be allotted under the SPP on Friday 16 May 2014 and Atlantic Gold will apply for those
New Shares to be listed for quotation on ASX.
15.2 Trading in New Shares issued under the SPP is expected to commence on Monday 19 May 2014 . You should confirm your holding before trading in any New Shares you believe have been allotted to you under the SPP.
15.3 Atlantic Gold reserves the right to vary any of these dates without notifying Eligible Shareholders. Any variation will be notified to ASX.
16. WITHDRAWAL, SUSPENSION, TERMINATION, ANOMALIES AND DISPUTES
16.1 Atlantic Gold reserves the right to waive strict compliance with any provision of these terms and conditions, to amend or vary these terms and conditions and to suspend or terminate the SPP at any time. Any such amendment, variation, suspension or termination will be binding on all Eligible Shareholders even where Atlantic Gold does not notify you of that event.
16.2 Atlantic Gold may make determinations in any manner it thinks fit, including in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any participant or application. Any determinations by Atlantic Gold will be conclusive and binding on all Eligible Shareholders and other persons to whom the determination relates. Atlantic Gold's rights may be exercised by the Board or any delegate of the Board.
16.3 Any variation, suspension or termination of the SPP does not give rise to any liability on the part of, or any action against, Atlantic Gold or any member of the Board.
16.4 If the Board determines to suspend or terminate the SPP, any application money received by Atlantic Gold will be refunded to you, without interest, as soon as reasonably practical after such suspension or termination.
17. GOVERNING LAW
17.1 This offer is governed by the law of New South Wales. By accepting this offer, you submit to the non-exclusive jurisdiction of the courts of New South Wales and of the Commonwealth of Australia.
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS. This document does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any U.S. Person or in any other jurisdiction in which such an offer would be illegal. The New Shares to be issued under the SPP have not been, and will not be, registered under the Securities Act and may not be offered, sold or delivered, directly or indirectly, in, or to persons in, the United States, except in accordance with an available exemption from registration.4 ATLANTIC GOLD NL Share Purchase Plan Terms and Conditions
ABN 82 062 091 909SHARE PURCHASE PLAN
APPLICATION FORM Registered office:
Atlantic Gold NL
Suite 506, 815 Pacific Highway
Chatswood NSW 2067
Phone: 02-9410 0993
Fax: 02-9410 0958 www.atlanticgold.com.au enquiries@atlanticgold.com.au
SRN/HIN ENTITLEMENT
NUMBER
If you do not wish to purchase any New Shares under the Share Purchase Plan you do not need to take any action.
Application for New Shares1I/we the above named, being eligible to participate in the Atlantic Gold Share Purchase Plan, hereby accept and apply for the number of new fully paid ordinary shares in Atlantic Gold NL (New Shares) mentioned below in accordance with the terms and conditions of the Share Purchase Plan accompanying this form.
$1,500
New
Shares
100,000
New
Shares
200,000
New
Shares
400,000
New
Shares
600,000
New
Shares
or specify amount
(maximum $15,000): No. of New Shares: at 2.5 cents per share = $
Payment details 2 Payment must be made by 5:00 pm on Friday 9 May 2014. Applications and payments under the Share Purchase Plan may not be withdrawn once they have been received by Atlantic Gold NL.BPAY®: BPAY® this payment via Internet or phone banking.
® Registered to BPAY Pty Ltd ABN 69 079 137 518
BILLER CODE: 4614
REF:
CHEQUE DETAILS: Mark cheques "Not Negotiable" and make payable to "Atlantic Gold NL - SPP".
Only cheques or drafts in Australian currency or drawn on an Australian bank will be accepted
DRAWER CHEQUE NUMBER BSB AND ACCOUNT NO.
a) accepts Atlantic Gold NL's offer under the Share Purchase Plan;
b) declares that they are eligible to apply for the number of New Shares specified above in accordance with the terms and conditions of the
Share Purchase Plan;
c) agrees to be bound by the constitution of Atlantic Gold NL and the terms and conditions of the Share Purchase Plan;
d) authorises the directors of Atlantic Gold NL to complete or amend this Application and Acceptance Form where necessary to correct any errors or omissions. Any decision of the directors as to whether to accept this Application Form, and how to construe, amend or complete it, shall be final; and
e) certifies that the total of the application price for the following does not exceed $15,000:
i. the New Shares the subject of this Application Form;
ii. any other New Shares under the Share Purchase Plan or any fully paid ordinary shares in Atlantic Gold NL (Atlantic Gold Shares)
issued to the applicant under the Share Purchase Plan or any similar arrangement in the 12 months before this application;
iii. any other New Shares which the applicant has instructed a custodian to acquire on their behalf under the Share Purchase Plan; and
iv. any other Atlantic Gold Shares issued to a custodian under an arrangement similar to the Share Purchase Plan in the 12 months before this application as a result of an instruction given by the applicant to the custodian or another custodian and which resulted in the applicant holding beneficial interests in the Atlantic Gold Shares.
ABN 82 062 091 909
SHARE PURCHASE PLAN APPLICATION FORM
INSTRUCTIONS TO APPLICANTS
1 Enter the number of New Shares you wish to apply for by either ticking one of the boxes or entering another amount in the space provided to a maximum of A$15,000. This limit applies even if you receive more than
one Application Form or if you hold Atlantic Gold Shares in more than one capacity (eg. if you are both a sole and joint holder of Atlantic Gold Shares). Please refer to the terms and conditions of the Share Purchase
Plan for further details on who is eligible to participate in the Share
Purchase Plan.
2 Payment must be made in Australian dollars either:
ƒby Bpay® Biller Code 4614.
Your Bpay® reference number is unique to the SPP and is not be used for any other offer.
Payment must be made by 5:00 pm on the Closing Date, Friday 9 May
2014. It is your responsibility to ensure funds are submitted correctly by the Closing Date and time; or
ƒ by cheque, bank draft or money order made out to
'Atlantic Gold NL - SPP', drawn or payable on an Australian bank in
Australia dollars. Receipt of payment will not be acknowledged.
3 Enter the name and telephone number and/or email address of the person who can be contacted during business hours if there are any questions with respect to this Application Form.
4 This Application Form does not need to be signed. Return of this Application Form with the required application money will constitute a subscription for the number of New Shares stated on the Application Form. Applications and payments under the Share Purchase Plan may not be withdrawn once they have been received by Atlantic Gold NL.
Please note that if an Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the directors of Atlantic Gold NL as to whether to accept an Application Form and how to construe, amend or complete it, shall be final. An Application Form will not be treated as having offered to subscribe for more New Shares than is indicated by the amount of the subscription moneys received by Atlantic Gold NL.
Application money will be held in trust for applicants in a subscription account until the New Shares are issued. Any surplus applications money will be refunded without interest.
Please return the completed Application Form (together with a cheque for the application money or confirmation of payment by EFT) to be received by Atlantic Gold NL no later than 5:00 pm on Friday 9 May 2014 by facsimile to
+61 2 9410 0958 or by post or delivery to:
Atlantic Gold NL
Suite 506, 815 Pacific Highway
Chatswood NSW 2067
Registered office: Atlantic Gold NL
Suite 506, 815 Pacific Highway
Chatswood NSW 2067
Enquiries:
Phone: 02-9410 0993
Fax: 02-9410 0958 www.atlanticgold.com.au enquiries@atlanticgold.com.au
Custodian
If you are a Custodian within the definition in ASIC Class Order [CO 09/425] you must submit a custodian certificate to Atlantic Gold NL. Custodians can obtain a copy of a proforma custodian certificate by contacting Atlantic Gold NL on +61 2 9410 0993 or from Atlantic Gold NL's website at www.atlanticgold.com.au. For further information regarding participation by Custodians please refer to the terms and condition of the Share Purchase Plan or contact Atlantic Gold NL.
If you have any enquiries concerning the Share Purchase
Plan, please contact Julie Fidler at Atlantic Gold on
+61 (0)2 9410 0993 during business hours or contact your stockbroker or adviser. A decision to invest should only be made after considering all of the material contained in the terms and conditions of the Share Purchase Plan. If you are in doubt about what to do, you should consult your professional adviser without delay.
Privacy Statement
Personal information is collected on this form by Atlantic Gold NL and its share registrar for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Atlantic Gold NL and its share registrar, or you would like to correct information that is inaccurate, incorrect or out of date, please contact Atlantic Gold NL or its share registrar. In accordance with the Corporations Act 2001 (Cth), you may be sent material (including marketing material) approved by Atlantic Gold NL in additional to general corporate communications. You may elect not to receive marketing material by contacting Atlantic Gold NL or its share registrar.
US Persons
The Share Purchase Plan does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any "U.S. person" (as defined in Regulation S under the U.S. Securities Act 1933, as amended (Securities Act)) (US Person). By completing and returning this Application
Form, you will be deemed to have represented on behalf of each person on whose account you are acting that: (a) you are an Eligible Shareholder as described in the terms and conditions of the Share Purchase Plan; (b) you acknowledge that the New Shares have not, and will not be, registered under the Securities Act or the securities laws of any state
or other jurisdiction in the United States, or in any other jurisdiction outside Australia or New Zealand and, accordingly, the New Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to registration requirements of, the Securities Act and any other applicable securities laws; and (c) you have not and will not send any materials relating to the Share Purchase Plan to any person in the United States or that is, or is acting for the account or benefit of a US Person.
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