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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2006
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
[ ] SHELL COMPANY REPORTED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-29638
SPUR VENTURES INC.
(Exact Name of the Registrant as Specified in its Charter)
British Columbia, Canada
(Jurisdiction of Incorporation or Organization)
Suite 3083, Three Bentall Centre, 595 Burrard Street, P.O. Box 49298, Vancouver, British Columbia, Canada
(Address of Principal Executive Offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act: NONE
Securities registered or to be registered pursuant to Section 12(g) of the Act: Common stock, no par value (Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NONE
The number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 58,740,520 Common Shares and no Preferred Shares.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes: X No: _____
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [x]
Indicate by check mark which financial statement item the registrant has elected to follow:
Item 17: X Item 18 ___
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 if the Exchange Act.)
Yes [ ] No [ ]
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
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TABLE OF CONTENTS
Unless the context otherwise requires, the “Registrant,” “our,” “Spur,” and the “Company” mean Spur Ventures Inc.
In financial statements up to and including those to December 31, 2006, the Registrant used the United States dollar as its reporting currency. Prior to January 1, 2006 the Company used the Canadian dollar as its reporting currency. The related financial statements and corresponding notes prior to January 1, 2006 have been restated in United States dollars for comparison to the 2006 financial results. Unless otherwise indicated, all references in this document to “dollars” or “$” are expressed in United States dollars. Also, see Item 3 “Key Information” for more detailed currency and conversion information.
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Report that are not historical facts, including statements made in the sections entitled Item 3—“Key Information,” Item 4—“Information on the Company” and Item 5—“Operating and Financial Review and Prospects,” are statements of future expectations and other forward-looking statements under Section 21E of the Securities Exchange Act, that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in the statements. Actual results, performance or events may differ materially from those in the statements due to, without limitation, (i) general economic conditions, (ii) performance of financial markets, (iii) interest rate levels, (iv) currency exchange rates, (v) changes in laws and regulations, (vi) changes in the policies of central banks and/or foreign governments, and (vii) competitive factors, in each case on a global, regional and/or national basis. See Item 5—“Operating and Financial Review and Prospects.”
The forward looking statements contained herein are based on the Company's assumptions regarding world and Chinese economic and market conditions and the price of raw materials, including sulfur and potash. Among the factors that have a direct bearing on the Company's future results of operations and financial conditions are the successful development of the Company’s projects and a change in government regulations, leverage and debt service, competition, cost of certain raw materials, currency fluctuations and restrictions, technological changes, and other factors discussed herein. The Company's actual results of operations may vary significantly from the performance projected in the forward looking statements
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GLOSSARY OF TERMS
The following terms, when used in this annual report, have the meanings specified below.
Beneficiation – A process to upgrade ores by removing unwanted minerals in the ores.
Development – Preparation of a mineral deposit for commercial production, including installation of plant and machinery.
Deposit – When mineralized material has been systematically drilled and explored so that a reasonable estimate of tonnage and economic grade can be made.
Dolomite – A rock composed of calcium and magnesium carbonate.
Doushantuo Group – A sub-geological period of Sinian, which is between 590 and 670 million years ago.
Fault – Rock masses, when subject to forces, develop cracks and fissures. The two adjacent rock masses divided by the fissures move in different directions creating displacement. This phenomenon is called a fault.
Feasibility Study – A feasibility study is one of a series of independent technical and economic evaluations on an investment project. It is designed to advance the project to a level of definition adequate to confidently demonstrate its technical and economic viability to potential joint venture partners, investors, and lending institutions. A preliminary feasibility study is based on many unverified assumptions about a project.
Fluor-apatite – A phosphate mineral containing fluorine.
Fold – When rock masses are subject to external forces, the strata or layers of the rock bend. This phenomenon is called a fold.
High-analysis fertilizer – Fertilizers that contain a high percentage of nutrients. NPK’s for example, contain 45% or greater of their weight as nutrient.
Metamorphism and metamorphic rock – Rocks are susceptible to changes in response to their geologic environments. The changes that rocks undergo to adjust themselves to their environments are metamorphism. The resultant rocks are metamorphic rocks.
Mineralized Material – A mineralized body which has been delineated by appropriately spaced drilling and/or underground sampling to support a sufficient tonnage and average grade of a mineral. Such a deposit does not qualify as a “reserve” until a comprehensive evaluation based upon unit cost, grade, recoveries, and other material factors demonstrate a legal and economic feasibility.
NPK – a compound fertilizer containing all three of the primary nutrients, Nitrogen, Phosphorus, and Potassium.
Phosphate rock – A rock containing phosphate.
Pre-feasibility Study - A pre-feasibility study is a technical evaluation of an investment project to confirm the mineralized material, process route (the process by which mineralized material is converted to finished products) and plant capacity required to make the project economical and executable. A pre-feasibility study is based on many unverified assumptions about a project; whereas, a feasibility study is based on information that is based on a firm conceptual framework.
Purification – A process to remove impurities.
Reserve – That part of a mineral deposit, which can be economically and legally extracted or produced at the time of a reserve determination.
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Probable (indicated) reserves – Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measure) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation;
Proven (measured) reserves – Reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.
Room-and-pillar mining method – An underground mining method.
Run-of-mine ore – raw ore from a mine without any processing.
Sedimentary rocks – One of three types of rock. It was formed through the consolidation of sediments.
Sinian period – A geological period between 590 and 670 million years ago.
Strata – Rock layers and their places in succession can be identified at a specific position in the sequence and do not recur. These rock layers are called strata.
Tpa – Tonnes per annum.
TSX – Toronto Stock Exchange.
YMC – Yichang Maple Leaf Chemicals Ltd., a Sino-Foreign Joint Venture company established under Chinese law, in which the Company holds a 78.72% equity interest.
YPCC – Yichang Phosphorus Chemical Industry Company
YSC – Yichang Spur Chemicals Ltd., a Sino-Foreign Joint Venture company established under Chinese law, in which the Company holds a 72.18% equity interest.
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ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
A. Directors and Senior Management. Not required for an annual report on Form 20-F.
B. Advisers. Not required for an annual report on Form 20-F.
C. Auditors. Not required for an annual report on Form 20-F.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
ITEM 3. KEY INFORMATION
A. Selected Financial Data
The selected financial data set forth below are derived from the Company's audited consolidated financial statements for each of its last five fiscal years, as audited by PricewaterhouseCoopers LLP, Chartered Accountants, independent auditors. The selected financial data should be read in conjunction with and are qualified by reference to the consolidated financial statements of the Company and notes thereto for 2002, 2003, 2004, 2005 and 2006 are incorporated by reference in this Report.
The Company's financial statements have been prepared in accordance with generally accepted accounting standards in Canada, and the notes thereto include a reconciliation to generally accepted accounting standards in the United States. All dollar amounts are shown in United States dollars.