-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sh0GWUaXx0QyZDzZ6bva2bfRcx19yHYn74+rbTybTWgOeikplwIglM+9lEN1X3Qf S9DvpilxsMLWV3tA5EnErw== 0001062993-06-003595.txt : 20061115 0001062993-06-003595.hdr.sgml : 20061115 20061115141248 ACCESSION NUMBER: 0001062993-06-003595 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20060930 FILED AS OF DATE: 20061115 DATE AS OF CHANGE: 20061115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPUR VENTURES INC CENTRAL INDEX KEY: 0001058806 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29638 FILM NUMBER: 061219312 BUSINESS ADDRESS: STREET 1: STE. 3083, THREE BENTALL CENTRE STREET 2: 595 BURRARD STREET, P.O. BOX 49298 CITY: VANCOUVER STATE: A1 ZIP: V7X 1L3 BUSINESS PHONE: 604-689-5564 MAIL ADDRESS: STREET 1: STE. 3083, THREE BENTALL CENTRE STREET 2: 595 BURRARD STREET, P.O. BOX 49298 CITY: VANCOUVER STATE: A1 ZIP: V7X 1L3 6-K 1 form6k.htm Filed by Automated Filing Services Inc. (604) 609-0244 - Spur Ventures Inc. - Form 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2006

Commission File Number: 0-29638

SPUR VENTURES INC.
(Translation of registrant's name into English)

Suite 3083, Three Bentall Centre
595 Burrard Street, P.O. Box 49298
Vancouver, BC V7X 1L3

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ X ] Form 20-F   [               ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [               ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [               ]

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [               ] No [ X ]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________


SUBMITTED HEREWITH

Exhibits

  99.1 Interim Financial Statements for the Quarter Ended September 30, 2006
     
  99.2 Interim Management's Discussion and Analysis for the Quarter Ended September 30, 2006
     
  99.3 Form 52-109F2 Certification of Interim Filings - CEO
     
  99.4 Form 52-109F2 Certification of Interim Filings - CFO
     
  99.5 News Release dated November 14, 2006

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  SPUR VENTURES INC.
  (Registrant)
     
Date: November 15, 2006 By: /s/ Robert G. Atkinson
   
    Robert G. Atkinson
  Title: Director

 


EX-99.1 2 exhibit99-1.htm INTERIM FINANCIAL STATEMENTS Filed by Automated Filing Services Inc. (604) 609-0244 - Spur Ventures Inc. - Exhibit 99.1

Spur Ventures Inc.

Consolidated Financial Statements (Unaudited)
For the three and nine months ended September 30, 2006 and 2005
(Expressed in U.S. dollars)



Spur Ventures Inc.            
Consolidated Balance Sheets            
             
             
Expressed in U.S. dollars   September 30,     December 31,  
    2006     2005  
    (Unaudited)     (Restated)  
ASSETS            
Current            
   Cash and cash equivalents $  17,239,285   $  24,988,099  
   Short-term investments   10,766,138     5,767,612  
   Accounts receivable   564,642     401,787  
   Inventory   2,810,688     2,604,680  
   Prepaid expenses   363,671     280,268  
   Due from YPCC (Note 5)   259,742     316,327  
    32,004,166     34,358,773  
Property, plant & equipment - net (Note 3)   8,565,186     8,574,372  
Land use right - net (Note 4)   703,793     691,583  
Mineral properties (Note 2)   3,021,939     2,557,660  
Other assets   494,743     420,871  
  $  44,789,827   $  46,603,259  
             
LIABILITIES            
Current            
   Accounts payable and accrued liabilities $  1,581,935   $  2,106,716  
   Customer deposits   82,584     139,963  
   Other payables   205,936     273,611  
   Bank loans (Note 6)   1,833,139     2,664,684  
    3,703,594     5,184,974  
Minority interest   172,208     506,671  
SHAREHOLDERS' EQUITY            
Capital stock (Note 7)            
Authorized -            
   Unlimited number of Common shares without par value            
   Unlimited number of Preferred shares without par value            
Issued -            
 58,740,520 Common shares (2005: 58,090,520)   44,211,521     43,646,054  
Stock options and warrants   2,742,376     2,649,685  
Cumulative translation adjustment   4,650,545     3,601,095  
Deficit   (10,690,417 )   (8,985,220 )
    40,914,025     40,911,614  
  $  44,789,827   $  46,603,259  

APPROVED BY THE DIRECTORS

Robert G. Atkinson   Robert J. Rennie
Director   Director

(The accompanying notes are an integral part of these consolidated financial statements)
 
2



Spur Ventures Inc.                        
Consolidated Statements of Operations and Deficit (Unaudited)              
                         
                         
                         
                         
    Three Months ended     Nine Months ended  
Expressed in U.S. dollars   September 30,     September 30,     September 30,     September 30,  
    2006     2005     2006     2005  
          (Restated)           (Restated)  
                         
Sales $  1,474,175   $  1,736,150   $  5,315,161   $  5,561,689  
Cost of sales   1,476,988     1,659,556     5,272,662     5,153,099  
Gross Profit / (Loss)   (2,813 )   76,594     42,499     408,590  
                         
Expenses                        
 Consulting fees   40,788     44,436     123,052     122,947  
 Depreciation and amortization   105,543     23,618     229,726     91,603  
 Interest   67,562     39,424     166,230     128,930  
 Office and miscellaneous   112,590     89,023     362,913     213,951  
 Printing and mailing   4,947     5,263     38,120     37,385  
 Professional fees   173,993     59,735     384,495     172,416  
 Rent   46,524     10,348     140,838     49,651  
 Repairs and maintenance   29,625     502     31,562     40,221  
 Selling expenses   70,684     75,434     238,413     201,905  
 Stock-based compensation expenses   100,324     158,601     257,738     505,401  
 Transfer agent and filing fees   106,806     6,086     136,006     19,404  
 Travel, advertising and promotion   19,877     87,065     114,430     240,718  
 Wages and benefits   184,560     112,878     546,500     347,755  
    1,063,823     712,413     2,770,023     2,172,287  
                         
Operating loss   (1,066,636 )   (635,819 )   (2,727,524 )   (1,763,697 )
                         
Other income and expenses                        
 Interest income   269,472     116,788     727,739     167,104  
 Foreign exchange gain (loss)   (17,206 )   (630,898 )   (11,212 )   (631,472 )
    252,266     (514,110 )   716,527     (464,368 )
                         
Loss before minority interest   (814,370 )   (1,149,929 )   (2,010,997 )   (2,228,065 )
Minority interest   166,793     51,247     305,801     120,736  
Loss for the period   (647,577 )   (1,098,682 )   (1,705,196 )   (2,107,329 )
                         
Deficit, Beginning of period, restated (Note 1)   (10,042,840 )   (7,175,061 )   (8,985,221 )   (6,166,414 )
                         
Deficit, End of period $  (10,690,417 )   (8,273,743 ) $  (10,690,417 )   (8,273,743 )
                         
Basic and diluted loss per common share $  (0.01 )   (0.02 ) $  (0.03 )   (0.05 )
                         
Weighted average number of common shares outstanding   58,740,520     52,807,153     58,392,901     44,413,205  

(The accompanying notes are an integral part of these consolidated financial statements)



Spur Ventures Inc.                        
Consolidated Statements of Cash Flows (Unaudited)                    
                         
                         
                         
    Three Months ended     Nine Months ended  
Expressed in U.S. dollars   September 30,     September 30,     September 30,     September 30,  
    2006     2005     2006     2005  
          (Restated)           (Restated)  
                         
Cash flows from operating activities                        
Net loss $  (647,577 ) $  (1,098,681 ) $  (1,705,196 $ (2,107,329 )
 Items not affecting cash                        
   Depreciation and amortization   171,648     127,726     567,493     327,640  
   Stock-based compensation   100,324     158,601     257,738     505,401  
   Unrealized foreign exchange (gain)/loss   17,206     631,472     12,445     631,472  
   Loss on disposal of fixed assets   -     7,290     41,633     11,529  
Net changes in non-cash working capital                        
 Accounts receivable   46,131     (314,879 )   (149,764 )   (288,266 )
 Inventory   191,031     (1,287,756 )   (116,990 )   (1,363,555 )
 Prepaid expenses   (189,277 )   148,432     (53,584 )   (253,813 )
 Accounts payable and accrued liabilities   (347,970 )   (44,029 )   (564,860 )   (22,340 )
 Customers deposits   (16,091 )   321,625     (62,759 )   52,633  
Minority interest   (166,793 )   (51,247 )   (303,580 )   (120,736 )
Other Operating   (48,402 )   (30 )   (97,639 )   2,503  
    (889,770 )   (1,401,476 )   (2,175,063 )   (2,624,861 )
Cash flows from investing activities                        
 Capital expenditures   (118,941 )   (204,020 )   (454,034 )   (1,635,518 )
 Acquisition of other assets   (23,041 )   (90,434 )   (94,463 )   (90,434 )
 Proceeds from disposal of assets and investments   -     44,793     -     4,504,592  
 Purchase of short-term investments   (38,410 )   -     (5,030,531 )   -  
    (180,392 )   (249,661 )   (5,579,028 )   2,778,640  
Cash flows from financing activities                        
 Issue of shares for cash - net of issue costs   -     22,880,222     461,275     23,545,945  
 Bank indebtedness repayment   (878,795 )   (3,583 )   (878,795 )   (607,696 )
    (878,795 )   22,876,639     (417,520 )   22,938,249  
                         
Effect of exchange rate changes   (27,351 )   974,450     422,798     868,468  
                         
Increase (decrease) in cash and cash equivalents   (1,976,308 )   22,199,952     (7,748,813 )   23,960,496  
                         
Cash and cash equivalents, beginning of period   19,215,593     9,641,056     24,988,098     7,880,512  
                         
Cash and cash equivalents, end of period   17,239,285     31,841,008   $  17,239,285     31,841,008  
                         
Supplemental cash flow disclosure                        
 Interest received   264,664     36,150     687,253     136,004  
 Interest paid   (128,123 )   (19,927 )   (205,487 )   (102,693 )

(The accompanying notes are an integral part of these consolidated financial statements)

4



Spur Ventures Inc.
Notes to Consolidated Financial Statements (Unaudited, except annual financial
statements ended December 31, 2005)
September 30, 2006 and 2005

1.  Basis of Presentation

Change in Reporting Currency to the U.S. dollar

Effective January 1, 2006, Spur Ventures Inc. (the “Company”) changed its reporting currency to the U.S. dollar (USD). The change in reporting currency is to better reflect the company’s business activities and to improve investors’ ability to compare the Company’s financial results with other publicly traded businesses in the industry. The Company holds most of its cash balances in USD deposits and conducts its Chinese operations in Chinese Renminbi (RMB). China revalued the RMB against the USD by 2.1% in July 2005 and introduced a managed float. Furthermore, the international currency of the agribusiness and mining industries is the USD. Prior to January 1, 2006, the Company reported its annual and quarterly consolidated balance sheets and the related consolidated statements of operations and shareholders’ equity and cash flows in the Canadian dollar (CAD). The related financial statements and corresponding notes prior to January 1, 2006 have been restated to USD for comparison to the 2006 financial results.

These previous consolidated financial statements have been translated to the USD in accordance with EIC 130 “Translation Method when the Reporting Currency Differs from the Measurement Currency or There is a Change in the Reporting Currency”. These guidelines require that the financial statements be translated into the reporting currency using the current rate method. Under this method, the income statement and the cash flow items for each year are translated into the reporting currency using the average rate in effect for the period, and assets and liabilities are translated using the exchange rate at the period end. All resulting exchange differences are reported as a separate component of shareholders’ equity titled Cumulative Translation Adjustment.

Principles of consolidation and preparation of financial statements

The accompanying interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”). These interim consolidated financial statements do not include all disclosures required under Canadian GAAP for annual audited financial statements. Accordingly, they should be read in conjunction with the notes to the Company’s audited consolidated financial statements for the year ended December 31, 2005.

The Company has used the same accounting policies as disclosed in the audited financial statements included in the Company’s latest annual report, except as disclosed in Note 1.

The preparation of the consolidated financial statements in compliance with GAAP requires management to make estimates and assumptions. These estimates affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods. The effect of changes in estimates on the financial statements of future periods could be significant for inventories, property, plant and equipment as well as land use rights, as a result of challenges facing the Company at its Chinese subsidiaries. While management believes these estimates and assumptions to be reasonable actual results could differ.

In the opinion of management, all adjustments considered necessary for fair presentation of the results for the periods presented have been reflected in the consolidated financial statements.



Spur Ventures Inc.
Notes to Consolidated Financial Statements
September 30, 2006 and 2005

The unaudited consolidated financial statements include Spur Ventures Inc., its Joint Venture Company, Yichang Spur Chemicals Ltd. (“YSC”), 72.18% owned since the date of acquisition, its 78.72% owned Joint Venture company, Yichang Maple Leaf Chemicals Ltd. (“YMC”) (Note 2) and its wholly owned subsidiary, Spur Chemicals (BVI) Inc. All significant inter-company transactions and accounts have been eliminated. YSC is dependent on Spur’s cash injections for working capital and repayments of loans, to which some of YSC’s assets are pledged as collateral at September 30, 2006. (Note 6)

Certain items have been reclassified to conform to the current period presentation. There is no effect on total results of operations or shareholders’ equity.

Foreign currency translations

While the Company’s fertilizer subsidiary YSC was considered a self-sustaining operation prior to March 31, 2006, it is now considered an integrated operation due to a significant change in the financial condition of YSC. Foreign currency translation of YSC was prospectively changed from the current rate method to the temporal method. Under the temporal method, monetary assets and liabilities are translated at period-end exchange rates and items included on the statements of operations and cash flows are translated at rates in effect at the time of the transaction. Non-monetary assets and liabilities are translated at historical rates. The gain or loss on translation is charged to the statement of operations.

YMC, the Company’s mining subsidiary, is considered an integrated operation and is translated from RMB into the CAD using the temporal method. Under this method, monetary assets and liabilities are translated at period-end exchange rates and items included on the statements of operations and cash flows are translated at rates in effect at the time of the transaction. Non-monetary assets and liabilities are translated at historical rates. The gain or loss on translation is charged to the statement of operations.

The following are exchange rates used for translation:

           CAD per USD        RMB per CAD
Quarters
ended
Period end
rate
Average
rate
Period end
rate
Average
rate
30-Sep-05        1.16110 1.20150        6.95410 6.77050
31-Dec-05        1.16590 1.17320        6.92040 6.88230
31-Mar-06        1.16710 1.15740        6.86810 6.94190
30-Jun-06        1.11500 1.11380        7.16850 7.18770
30-Sep-06        1.11530 1.11620        7.09220 7.10810

6



Spur Ventures Inc.
Notes to Consolidated Financial Statements
September 30, 2006 and 2005

2.  Mineral Properties

Yichang Phosphate Project                                    
                                     
    China     Canada     Total  
    RMB     CAD     USD     CAD     USD     USD  
Exploration and development costs                                    
Balance, December 31, 2005 (Restated)   4,727,631     690,685     592,405     2,291,290     1,965,254     2,557,660  
Project Costs   2,126,181     301,371     297,092     87,022     167,187     464,279  
Balance, September 30, 2006   6,853,812     992,056     889,497     2,378,312     2,132,442     3,021,939  

3.  Property, Plant & Equipment

    September 30, 2006     December 31, 2005 (Restated)  
          Accumulated     Net Book           Accumulated     Net Book  
    Cost     Amortization     Value     Cost     Amortization     Value  
                                     
Building $  3,812,724   $  323,994   $  3,488,730   $  3,373,561   $  188,963   $  3,184,598  
Construction in progress   293,407     -     293,407     500,604     -     500,604  
Machinery and equipment   5,511,350     931,597     4,579,753     5,262,997     548,523     4,714,474  
Motor vehicle   142,563     38,359     104,204     103,180     23,655     79,525  
Office equipment and furniture   115,373     43,341     72,032     90,851     26,419     64,432  
Leasehold improvement   33,825     6,765     27,060     32,357     1,618     30,739  
                                     
Total Fixed Assets $  9,909,242   $  1,344,056   $  8,565,186   $  9,363,550   $  789,178   $  8,574,372  

4.  Land Use Rights

    September 30, 2006     December 31, 2005(Restated)  
          Accumulated     Net Book           Accumulated     Net Book  
    Cost     Amortization     Value     Cost     Amortization     Value  
                                     
Land Use Rights $  755,928   $  52,135   $  703,793   $  723,120 $     31,537 $     691,583  

5.  Due from YPCC

As of September 30, 2006, the Company had the following amounts outstanding with minority shareholders of YSC, Yichang Phosphorous Chemical Industries Group Co. (“YPCC”):

    September 30, 2006     December 31, 2005(Restated)
    RMB     USD     RMB     USD  
Ag Bank loan (Note 6)   1,900,000     240,204     6,900,000     855,178  
Receivable from YPCC   151,326     19,131     (4,475,375 )   (554,672 )
Net exposure of YSC on loans   2,051,326     259,335     2,424,625     300,506  
Other amounts due from YPCC and its subsidiaries   3,216     407     127,662     15,821  
Total due from YPCC   2,054,542     259,742     2,552,287     316,327  

The three party YPCC-YSC-Agricultural Bank loan situation has now been resolved. YPCC cancelled the loan of RMB 4,475,375 ($565,792) owed to YPCC by YSC as at December 31, 2005. YSC applied this loan as a credit against the RMB 6,900,000 ($872,321) owed by YPCC to

7



Spur Ventures Inc.
Notes to Consolidated Financial Statements
September 30, 2006 and 2005

the Agricultural Bank. YSC made repayments to the Agricultural Bank of RMB 4,280,073 ($541,101) on August 14, 2006 (principal of RMB 4,000,000 ($505,693)) and RMB 1,079,104 ($136,424) on September 19, 2006 (principal of RMB 1,000,000 ($126,423)). The remaining loan balance of RMB 1,900,000 ($240,204) will be repaid by December 2006.

6.  Bank Loans

  Principal Amount Annual interest  
Lender RMB USD rate Maturity date
         
ICBC Bank 12,600,000 1,592,935 6.37%  September 20, 2007
Agricultural Bank 1,900,000 240,204 7.25% (Note 5)  December 20, 2006
  14,500,000 1,833,139 Total  

The two ICBC bank (Industrial & Commerce bank of China) loans of RMB 11,900,000 and RMB 2,700,000 were due in late October and early November 2005. YSC signed an agreement with ICBC bank on August 14, 2006, whereby it will make monthly repayments and repay RMB 4,700,000 ($588,049) by the end of 2006, and the remaining balance of RMB 9,900,000 ($1,251,591) by September 20, 2007. Collateral for the two ICBC loans include 9 YSC buildings, land use rights for 13,563 square meters of land and 353 machines at the Xinyuan plant acquired in 2004, the principal place of business of YSC.

7.  Capital Stock, Warrants and Options

(a) Capital Stock

The following is a summary of capital stock transactions during the nine-month period ended September 30, 2006:

(I) Authorized

- Unlimited number of Common shares without par value
- Unlimited number of Preferred shares without par value, issuable in series and with special rights and restrictions to be determined on issuance

(ii) Issued and outstanding

    Number of        
    common shares     Amount  
             
Balance, December 31, 2005 (restated)   58,090,520   $  43,646,054  
Refund of issuance costs for private placement         20,812  
Issuance costs for private placement         (563 )
Exercise of options            
- cash received   650,000     447,035  
- transfer from stock option account         98,183  
             
Balance as at September 30, 2006   58,740,520   $  44,211,521  

8



Spur Ventures Inc.
Notes to Consolidated Financial Statements
September 30, 2006 and 2005

(b) Warrants

There were no warrants issued or exercised during the nine-month period ended September 30, 2006.

The following table summarizes information for warrants outstanding as at September 30, 2006:

Number of warrants Exercise price (CAD) Expiry date
     
                                   8,571,429 2.00 July 28, 2007
                                   8,571,429 Total  

(c) Stock Options

The following is a summary of stock option transactions during the nine-month period ended September 30, 2006:

          Weighted  
          average  
          exercise  
    Options     price  
    outstanding     (CAD)  
Balance, December 31, 2005   5,885,000     1.12  
Granted   825,000     1.14  
Expired   (350,000 )   0.90  
Exercised (Note 7(a))   (650,000 )   0.76  
Balance, September 30, 2006   5,710,000     1.17  

In March 2006, the Company issued options to an officer to purchase 200,000 common shares of the Company at the exercise price of C$1.50 per share. 50% of the options will vest on March 14th, 2007 and the remaining 50% will vest on March 14th, 2008. The fair value of the grant was C$144,000.

On July 4, 2006, the Company granted options to each of the independent directors of the Company to purchase 75,000 common shares in the capital of the Company, and to the Company's President and CEO, Dr. Robert Rennie, to purchase 250,000 common shares. These options are exercisable at a price of C$1.03 per share up until the date that is 5 years following the date of grant, and vest over a three-year period with one-third of the options vesting one year after the date of grant, one-third two years after the date of grant, and the remaining one-third three years after the date of grant. The fair value of the grant was C$312,500.

9



Spur Ventures Inc.
Notes to Consolidated Financial Statements
September 30, 2006 and 2005

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with assumptions for the grant as follows:

Risk free interest rate 3.41% - 4.50%
Expected life of options in years 2 to 5 years
Expected volatility 36 - 57%
Dividend per share $0.00

The following table summarizes information about stock options outstanding at September 30, 2006:

Number of options Option Exercise Price Expiry Date
1,700,000 CAD 0.60 May 6, 2008
635,000 CAD 1.20 June 19, 2008
1,650,000 CAD 1.50 July 23, 2009
200,000 CAD 1.50 October 12, 2009
500,000 CAD 1.80 March 1, 2010
200,000 CAD 1.50 September 16, 2010
200,000 CAD 1.50 March 14, 2011
625,000 CAD 1.03 July 4,2011
5,710,000 Total  

During the three months ended September 30, 2006, compensation expense of $100,324 was recognized for options previously granted and vesting over time using the Black-Scholes option pricing model.

During the nine months ended September 30, 2006, the year to date accumulated stock based compensation expense was $257,738.

Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore, the existing models may not necessarily provide a reliable measure of the fair value of the Company’s stock options.

8.  Related Party Transactions

During the three-month period ended September 30, 2006, the Company paid consulting fees of $35,041 (2005: $45,485 restated) to two companies controlled by one officer and an associate of a director (2005: 4 companies).

During the nine-month period ended September 30, 2006, the Company paid consulting fees of $105,944 (2005: $138,812 restated) to two companies controlled by one officer and an associate of a director (2005: 5 companies).

10



Spur Ventures Inc.
Notes to Consolidated Financial Statements
September 30, 2006 and 2005

9.  Segmented Information

Management considers developing an integrated fertilizer business including the development of the phosphate project in China to be the Company’s principal activity. All revenues are earned from sales to customers located in China.

    September 30, 2006  
                   
    Canada     China     Consolidated  
Current assets $  21,460,911   $  10,543,255   $  32,004,166  
Other assets   451,660     43,083     494,743  
Fixed assets - net   37,217     8,527,969     8,565,186  
Land used right - net   -     703,793     703,793  
Mineral properties   -     3,021,939     3,021,939  
                   
Total assets $  21,949,788   $  22,840,039   $  44,789,827  

    December 31, 2005 (Restated)
                   
    Canada     China     Consolidated  
                   
Current assets $  21,397,256   $  12,961,517   $  34,358,773  
Other assets   339,964     80,907     420,871  
Fixed assets - net   42,649     8,531,723     8,574,372  
Land used right - net   -     691,583     691,583  
Mineral properties   -     2,557,660     2,557,660  
Total assets $  21,779,869   $  24,823,390   $  46,603,259  

10.  Commitments and Obligations

(a) Tianren Acquisition final agreement

The Company signed the final agreement to acquire the fertilizer related business of Hebei Tianren Chemical Corporation (“Tianren”) in Beijing on June 18, 2006.

The interests being acquired include a:

1. 95% interest (80% direct and 15% indirect) in Tianren Agriculture Franchise Company (“Ag Franchise”), China’s largest marketer of compound NPK fertilizers. Ag Franchise sells over 1.5 Million tonnes per annum (“tpa”) of NPK (Nitrogen, Phosphate, Potassium) fertilizer as a

11



Spur Ventures Inc.
Notes to Consolidated Financial Statements
September 30, 2006 and 2005

commissioned sales agent for Sino Arab Chemical Fertilizer Company (SACF) and Dayukou Chemical Fertilizer Company (“Dayukou”).

2. 75% interest in Tianding Chemical Company (“Tianding”), which has a 100,000 tpa NPK plant in Qinhuangdao, Hebei Province. Tianding also has one of the largest fertilizer bag manufacturing facilities in China with current production under contract of in excess of 28 million bags per annum for Tianren, SACF, Dayukou and others. The bagging facility is a key part of the logistics for distribution of 50 kg bags of fertilizer within China.

3. 60% interest in Hubei Yichang Tianlong Industry Company (“Tianlong”), a raw materials sourcing and fertilizer trading company based in Yichang, Hubei Province, where Spur’s current facilities are located. Tianlong has an import license for sulphuric and phosphoric acid and will be eligible to apply for more import permits in the near future

4. 51% interest in Xinjiang Tianren Ltd. (“Xinjiang”), which has a 100,000 tpa plant in Xinjiang Uigur Autonomous Region in northwest China, an emerging market in China. The Xinjiang plant has scale up potential for over 1 million tonnes of production.

In exchange for the Acquired Interests, Spur will issue approximately 15.5 million shares. The Spur shares will be issued to Tianren on a pro-rata basis as the transfer of each of the acquired interests receives official approval from the Chinese authorities. The transaction is also subject to acceptance by the TSX.

(b) YMC’s Business License

YMC’s Business License was not renewed by Hubei Administration of Industry & Commerce when expired on June 30, 2006 due to the under contribution of required registered capital. Spur remains in full compliance of registered capital, but YPCC has not yet contributed its shares of registered capital. With the support of Yichang city government, YMC has obtained a letter from the city to have time until the end of 2006 to get the business license renewed.

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EX-99.2 3 exhibit99-2.htm INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS Filed by Automated Filing Services Inc. (604) 609-0244 - Spur Ventures Inc. - Exhibit 99.2

SPUR VENTURES INC.
MANAGEMENT DISCUSSION & ANALYSIS
FOR THE QUARTER ENDED SEPTEMBER 30, 2006

Dated: November 14, 2006

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis (“MD&A”) has been prepared as at November 14, 2006, and should be read in conjunction with the unaudited consolidated financial statements with accompanying notes of Spur Ventures Inc. (the “Company”) for the period ended September 30, 2006 which have been prepared in accordance with Canadian Generally Accepted Accounting Principles.

This MD&A contains certain statements that may be deemed to be “forward-looking statements” regarding the timing and content of upcoming initiatives. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, future prices of nitrogen, phosphate and potash, exploitation and exploration successes, continued availability of capital and financing, the exchange rates for Canadian, US and Chinese currencies, Chinese policies on fertilizer and agriculture, and general economic, market or business conditions. The Company disclaims any intention or obligation to update or revise any forward-looking information as a result of new information or future events.

All amounts are reported in U.S. dollars, unless otherwise stated. Additional information on the Company can be found in the Company’s filings with Canadian security commissions on SEDAR at www.sedar.com and in the Company’s Form 20-F with the United States Securities and Exchange Commission on EDGAR at www.sec.gov/edgar.

1. Results of Operations – Third Quarter

Non-GAAP Measures

In this MD&A, the Company has reported EBITDA (Earning Before Interest, Tax, Depreciation & Amortization). This is a non-GAAP measure, which is used to determine the Company’s ability to generate cash flows and returns for investing and other activities.

Yichang Spur Chemicals (YSC)

The Company’s NPK (Nitrogen, Phosphate, Potassium) compounds fertilizer Joint Venture was shut down in July and part of August in response to the slow NPK fertilizer market and as the management team worked out a marketing plan to reduce inventory levels. The total NPK production volume for the quarter ended September 30, 2006 was 7,294 mt, a decrease of 39% over the same period of 2005 (11,961 mt).


For the three months ended September 30, 2006 revenues were $1,474,000 versus $1,736,000 in the same period of 2005, a 15% decrease, and sales volume was down by 12% to 6,583 mt from 7,462 mt. Gross loss was $3,000 vs. a gross profit of $77,000 in the third quarter 2005, reflecting lower NPK selling prices in a slow market. EBITDA was ($196,000) in the three months ended September 30, 2006 compared to $32,000 in the same period in 2005.

The following table illustrates the quarterly operational results at YSC.

  Q1/2006 Q2/2006 Q3/2006 Total 2006 Q1/2005 Q2/2005 Q3/2005 Q4/2005 Total 2005  
          (Restated)     (Restated)  (Restated)  (Restated)  (Restated) 
Production Volume (mt) 13,810 6,586 7,294 27,689 5,571 9,486 11,961 6,424 33,442
Sales Volume (mt) 12,557 4,833 6,583 23,974 7,302 9,311 7,462 5,741 29,816
Net Sales ($) 2,820,850 1,020,136 1,474,175 5,315,161 1,725,674 2,099,865 1,736,150 1,241,160 6,802,849
Cost of product ($) 2,624,090 1,171,584 1,476,988 5,272,662 1,442,625 2,049,960 1,659,556 1,582,328 6,734,470
Total Gross Profit ($) 196,760 (151,448) (2,813) 42,499 283,049 49,905 76,593 (341,168) 68,379
Selling price/mt ($) 225 211 224 222 236 226 233 216 228
Cost of Product/mt ($) 209 242 224 220 198 220 222 276 226
EBITDA ($) 132,647 (4,954) (196,491) (68,798) 196,468 (92,617) 31,523 (337,659) (202,284)

Yichang Maple Leaf Chemicals (YMC)

The Company is still going through the approval application process in order to formally transfer the mining licenses for the Dianziping and Shukongping phosphate deposits from its joint venture partner, YPCC, to the YMC Joint Venture Company which the Company controls.

The YMC business license renewal was retroactively approved in May, 2006 for the period from November 2004 to June 30, 2006 with the support of Ministry of Commerce. The delay in mining licenses transfer from YPCC to YMC continues to cause difficulties in the business license renewal, because the mining licenses are counted as YPCC’s capital contribution to the Joint Venture according to the Joint Venture contract.

YMC’s Business License was not renewed by Hubei Administration of Industry & Commerce when expired on June 30, 2006 due to the under contribution of required registered capital. Spur remains in full compliance of registered capital, but YPCC has not yet contributed its shares of registered capital. With the support of Yichang city government, YMC has obtained a letter from the city to have time until the end of 2006 to get the business license renewed.

The Company's Consolidated Results

EBITDA was ($408,000) in the three months ended September 30, 2006 compared to ($932,000) in the same period in 2005.

Total expenses increased to $1,064,000 in the quarter ended September 30, 2006 from $712,000 in the same period of 2005, mainly attributable to the following factors: a) the increase of $82,000 in the depreciation and amortization expenses due to the extended shut down periods in July and August. These depreciation and amortization expenses would have been charged to product inventory in a normal production quarter; b) the increase in interest of $28,000; c) the increase in auditing and professional fees of $114,000 as a result of Sarbanes Oxley Act 404 implementation; d) the increase of $101,000 in transfer agent and filing fees resulting from the change in the listing of the Company's shares to the TSX from the TSX Ventures exchange; e) the increase of $72,000 in salaries and wages resulting from the addition of several new officers in accordance

2


with the Company's expansion plans; f) the increase of $36,000 in rent as the Company moved into a larger office in Vancouver and expand office space in Yichang in anticipation of more Tianren employees joining the Company in China. The increased expenses were partially offset by decreases in traveling expenses of $67,000, and in stock based compensation of $58,000. Interest income increased to $269,000 in the third quarter 2006 compared to $117,000 in the third quarter 2005, reflecting the Company’s strong cash position.

Accounts Receivables increased to $565,000 at the end of the quarter from $402,000 at the end of 2005 reflecting an increased effort to make sales in a slowing NPK market. Inventory balance increased to $2,811,000 at the end of the second quarter from $2,605,000 at the end of year 2005. Accounts Payable decreased to $1,582,000 at the end of the quarter from $2,107,000 at the end of 2005. Bank loans decreased to $1,833,000 at the end of September 2006 from $2,665,000 at the end of 2005 as a result of YPCC-YSC-Agricultural Bank settlement.

Foreign Exchange Gain / Loss

The unrealized foreign exchange loss was $17,000 for the three months ended September 30, 2006, compared to $631,000 in the three months ended September 30, 2005 when the Company reported in Canadian Dollars. The unrealized foreign exchange loss was mainly a result of the translation of the Company’s integrated joint ventures YMC and YSC using the temporal method. YSC was considered a self-sustaining operation prior to March 31, 2006, but is now considered an integrated operation due to a significant change in its financial condition. As a result, the foreign currency translation of YSC was prospectively changed from the current rate method to temporal method. Under the temporal method, monetary assets and liabilities are translated at period-end exchange rates and items included on the statements of operations and cash flows are translated at rates in effect at the time of the transaction. Non-monetary assets and liabilities are translated at historical rates. The gain or loss on translation is charged to the statement of operations.

The Company conducts business in China, with most costs and revenues in Chinese Renminbi. Its Vancouver head office incurs expenses in Canadian dollars. The Company also holds a significant amount in US dollar denominated Guarantee Investment Certificate (GIC) accounts ranging from one to four months. Foreign exchange losses or gains are dependent upon the exchange rate relationship among the U.S. Dollar, Chinese Renminbi and Canadian Dollar. It is anticipated that exchange rates will be volatile over the coming quarters. This may result in foreign exchange fluctuating between gains or losses on a quarterly basis. The Company does not yet use derivatives to hedge against exposures to foreign currency arising from the Company’s balance sheet liabilities, therefore the Company is exposed to future fluctuations in the three currencies.

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2. Summary of Quarterly Results

  Qtr ended Qtr ended Qtr ended Qtr ended Qtr ended Qtr ended Qtr ended Qtr ended Qtr ended Qtr ended Qtr ended
  Sept. 30, June 30, Mar. 31, Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31, Sept. 30, Jun. 30, Mar. 30,
  2006 2006 2006 2005 2005 2005 2005 2004 2004 2004 2004
        (Restated) (Restated) (Restated) (Restated) (Restated) (Restated)   (Restated)  (Restated) 
Total revenues 1,474,175 1,020,136 2,820,850 1,241,160  1,736,150 2,099,865 1,725,674 1,818,793 1,131,666 745,522 -
Net income (loss) (647,577) (818,156) (239,463)  (711,477) (1,098,682)  (713,013) (295,636) (692,407) (745,897) (220,821) (204,911)
                       
Earnings (loss) per (0.01) (0.01) (0.00) (0.01) (0.02) (0.02) (0.01) (0.02)      (0.02) (0.01) (0.01)
share                      
Diluted earnings (loss) (0.01) (0.01) (0.00) (0.01) (0.02) (0.02) (0.01) (0.02)      (0.02) (0.01) (0.01)
per share                      

3. Liquidity and Capital Resources

As of September 30, 2006, the Company had a total of $28.0 million in capital resources, made up of cash and cash equivalents of $17.2 million and short-term investments of $10.8 million. The Company currently intends to use these funds for the expansion of its NPK facilities and for mining development in China.

The cash and cash equivalents of $17.2 million included $10.3 million held in US$ term deposits and $0.2 million in bank balances with a major Canadian bank. There was $6.7 million held in YSC and YMC accounts with major banks in China of which $6.6 million was deposited in Canadian dollars and $0.1 million was operating working capital in Chinese Renminbi. The short-term investments of $10.8 million included US Treasury Bills of $10.4 million and Canadian dollar denominated GICs of $0.4 million having more than 90 days maturity periods with two major Canadian financial institutions.

The Company has restructured the loan agreements with both the Agricultural Bank of China and Industrial & Commerce Bank of China. In Accordance with the restructured agreements, the Company has agreed to repay $0.95 million by the end of 2006 and $1.24 million by the end of September 2007. The Company believes it has sufficient funds to repay these loans in full and to meet its financial needs for the next 12 months.

The terms of the YMC original Joint Venture agreement provide that the Company contribute total registered capital of $128 million within the 72 months of the establishment of YMC, which was registered in November 2003. The Company has made a total contribution of $22.4 million as of the date of this report. In the meanwhile, an application for the reduction of registered capital is pending review by the Chinese Minister of Commerce.

The Company did not have any off-balance sheet arrangements as of the end of the third quarter 2006.

4. Transactions with Related Parties

Directors

During the three-month period ended September 30, 2006, the Company paid consulting fees of $35,041 (2005: $45,485) to two companies controlled by one officer and an associate of a director (2005: 4 companies).

4


During the nine-month period ended September 30, 2006, the Company paid consulting fees of $105,944 (2005: $138,812) to two companies controlled by one officer and an associate of a director (2005: 5 companies).

Joint Venture Partners

On November 22, 2004, the Company became aware of the fact that had the Agricultural Bank of China (the "Bank") made a RMB 7,400,000 ($935,533) working capital loan (the "Xinyuan Loan") to Xinyuan Chemicals ("Xinyuan") for the purchase of raw materials. The proceeds of the Xinyuan Loan were transferred to YPCC (the Company’s joint venture partner) the next day, more than a year before the date of the Company's investment in Xinyuan to create YSC. YPCC also made a loan of RMB 4,475,375 ($565,792) to YSC (the "YSC Loan") in January 2004.

The Xinyuan loan was exclusively for YPCC’s use and until the end of 2004 YPCC had been repaying both the principal and interest. The Company received a formal letter from YPCC on November 26, 2004 guaranteeing that YPCC would not hold the Company accountable for this loan.

The three party YPCC-YSC-Agricultural Bank loan situation has now been resolved by YPCC canceling the YSC RMB 4,475,375 ($565,792) owed by YSC to YPCC and YSC making repayments to the Agricultural Bank of RMB 4,280,073 ($541,101) on August 14, 2006 (principal of RMB 4,000,000 ($505,693)) and RMB 1,079,104 ($136,424) on September 19, 2006 (principal of RMB 1,000,000 ($126,423)). the remaining loan balance of RMB 1,900,000 ($240,204) by December 2006, with the Agricultural Bank holding YPCC property as collateral until the loan is fully repaid. The result is no net cash outflow for YSC and restoration of good relations with the Agricultural Bank.

5. Outstanding Share Data

As of November 14, 2006, the Company had the following shares, warrants and options outstanding:

  Number Exercise Price
(CAD)
Expiry Date
Common Shares 58,740,520 n/a   n/a
Stock Options 1,700,000 0.60 6-May-08
Stock Options 635,000 1.20 19-Jun-08
Stock Options 1,650,000 1.50 23-Jul-09
Stock Options 200,000 1.50 12-Oct-09
Stock Options 500,000 1.80 1-Mar-10
Stock Options 200,000 1.50 16-Sep-10
Stock Options 200,000 1.50 14-Mar-11
Stock Options 625,000 1.03 4-Jul-11
Warrants 8,571,429 2.00 28-Jul-07
TOTAL 73,021,949    

5


In March, 2006, the Company granted options to an officer to purchase 200,000 common shares of the Company at an exercise price of $1.50 per share. 50% of the options will vest on March 14th, 2007 and the remaining 50% will vest on March 14th, 2008. 350,000 options at an exercise price of C$0.90 expired on June 18, 2006. 350,000 stock options at an exercise price of C$0.90 each and 300,000 stock options at an exercise price of C$0.60 were exercised during the nine-month period ended September 30, 2006.

On July 4, 2006, the Company granted options to each of the independent directors of the Company to purchase 75,000 common shares in the capital of the Company, and to Dr. Robert Rennie, the Company's President and CEO, to purchase 250,000 common shares. These options are exercisable at a price of $1.03 per share up until the date that is 5 years following the date of grant, and vest over a three-year period with one-third of the options vesting one year after the date of grant, one-third two years after the date of grant, and the remaining one-third three years after the date of grant.

6. Tianren Acquisition

The Company signed the final agreement to acquire the fertilizer related business of Hebei Tianren Chemical Corporation (“Tianren”) in Beijing on June 18, 2006.

The interests being acquired (the "Acquired Interests") include a:

1. 95% interest (80% direct and 15% indirect) in Tianren Agriculture Franchise Company (“Ag Franchise”), China’s largest marketer of compound NPK fertilizers.

2. 75% interest in Tianding Chemical Company (“Tianding”), which has a 100,000 tpa NPK plant in Qinhuangdao, Hebei Province. Tianding also has one of the largest fertilizer bag manufacturing facilities.

3. 60% interest in Hubei Yichang Tianlong Industry Company (“Tianlong”), a raw materials sourcing and fertilizer trading company based in Yichang, Hubei Province.

4. 51% interest in Xinjiang Tianren Ltd. (“Xinjiang”), which has a 100,000 tpa plant in Xinjiang Uigur Autonomous Region in northwest China, an emerging market in China.

The Company and Tianren immediately began the approval process in China but on August 8 the Chinese Ministry of Commerce (“MofCom”) promulgated new regulations with respect to share for share swaps of the nature contemplated by the Company and Tianren.

These new regulations went into effect on September 8, 2006 and establish clear guidelines and procedures for the type of share for share purchase being contemplated by the Company and Tianren. The implications of the new regulations to the Company are:

1. The share for share swap can now occur in China avoiding the necessity of setting up offshore entities to implement the swap.

2. Permission can be sought to acquire all four companies simultaneously instead of the previous approach of staggered submissions.

6


3. All documentation will be submitted only to MofCom instead of to three levels of government (City, Province and Central) in sequence and in three separate provinces where the entities to be acquired conduct their businesses.

4. The decision must be rendered by MofCom in 30 days instead of the previous uncertain time frame.

5. The decision will be based on the documentation submitted to MofCom. Previously permission was first requested and, if granted, documentation was supplied.

6.The transaction might be reviewed by the Chinese Securities Regulatory Commission if it is viewed as a Reverse Take Over.

7. An advisory report will be prepared by a Merger and Acquisition Committee consisting of Chinese and Canadian legal counsel and an offshore accounting firm, all of whom must be accredited to conduct business in China.

8. The Company and Hebei Tianren will clearly be pioneers in this new process.

In exchange for the Acquired Interests, the Company will issue approximately 15.5 million shares to Tianren on a pro-rata basis as the transfer of each of the acquired interests receives official approval from the Chinese authorities. The transaction is also subject to acceptance by the TSX.

7. Outlook

China is an emerging fertilizer market and such markets lack discipline. There are too many companies mining and producing phosphate fertilizers, and most of the latter lack economies of scale and secure access to raw materials.

The Company is progressing in negotiations with Yichang City to acquire new land for a world scale compound fertilizer production facility while continuing to advance the Company’s engineering studies for both the development of the Company’s mines and the construction of the new plant.

8. Risk Factors

The Company’s business is in China, which despite recent government policy changes carries risk for foreign owned operations.

China has an evolving legal structure. Many laws and regulations dealing with economic matters in general, and foreign investment in particular, have been promulgated, including changes to the Constitution of China to authorize foreign investment and to guarantee "the lawful rights and interests" of foreign investors in China. Nevertheless, China does not have a comprehensive system of laws, and the legal and judicial systems in China in respect of commercial laws are rudimentary. In addition, enforcement of existing laws may be uncertain and sporadic, and may be subject to domestic politics.

China is an emerging economy. Although the Chinese economy has experienced significant growth in the recent past, such growth has been uneven among various sectors of the economy and geographic regions. The central government and even provincial and municipal governments continue to play a significant role in the planning of the economy, not always in a coordinated fashion.

Investment in China can be affected by significant political, economic and social uncertainties. Any change in laws and policies by the Chinese government could affect the

7


Company’s investment in China. Circumstances such as a change in leadership, social or political disruption may benefit or limit the Chinese government's abilities to pursue such policies.

Need to Obtain Permits and Licenses. Although China is progressing towards a market-oriented economy, it is still a centrally planned economy. The operations of the Company require government review, licenses and permits from various government agencies.

Chinese Costs. There continues to be “made in China” pricing for raw materials, minerals and fertilizers which differs from international prices. The continued rapid growth in the Chinese economy is affecting both fertilizer input prices and international freight rates for imports.

Additional risk factors can be found in the Company’s Form 20-F, filed with Canadian security commissions on SEDAR at www.sedar.com and with the United States Securities and Exchange Commission at www.sec.gov/edgar.

8


EX-99.3 4 exhibit99-3.htm FORM 52-109F2 CERTIFICATION Filed by Automated Filing Services Inc. (604) 609-0244 - Spur Ventures Inc. - Exhibit 99.3

FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS

I, Robert J. Rennie, Chief Executive Officer of Spur Ventures Inc., certify that:

1.

I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Spur Ventures Inc. (the issuer) for the interim period ending September 30, 2006;

   
2.

Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

   
3.

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

   
4.

The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures for the issuer, and we have designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared.

November 6, 2006

“Robert J. Rennie”
Robert J. Rennie
Chief Executive Officer


EX-99.4 5 exhibit99-4.htm FORM 52-109F2 CERTIFICATION Filed by Automated Filing Services Inc. (604) 609-0244 - Spur Ventures Inc. - Exhibit 99.4

FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS

I, Gong (Michael) Chen, Chief Financial Officer of Spur Ventures Inc., certify that:

1.

I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Spur Ventures Inc. (the issuer) for the interim period ending September 30, 2006;

   
2.

Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

   
3.

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

   
4.

The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures for the issuer, and we have designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared.

November 6, 2006

“Gong (Michael) Chen”
Gong (Michael) Chen
Chief Financial Officer


EX-99.5 6 exhibit99-5.htm NEWS RELEASE DATED NOVEMBER 14, 2006 Filed by Automated Filing Services Inc. (604) 609-0244 - Spur Ventures Inc. - Exhibit 99.5

News Release

November 14, 2006 SVU: TSX
N.R. 2006-09  

Spur Ventures Third Quarter 2006 Results

All Amounts Are Expressed in U.S. dollars Unless Otherwise Stated

Vancouver, Canada – Spur Ventures Inc. ("Spur". TSX: SVU, NASDAQ OTC BB: SPVEF) announced today a consolidated EBITDA of ($408,000) in the three months ended September 30, 2006 compared to ($932,000) in the same period in 2005. Earnings per share were ($0.01), slightly improved from ($0.02) in the third quarter of 2005. The consolidated revenues in the third quarter of 2006 were $1,474,000, down from $1,736,000 in the same period of 2005.

OPERATIONAL UPDATE

Yichang Spur Chemicals

“Fertilizer demand is seasonal and the third quarter is typically an off season in Spur’s marketing area”, Dr. Rob Rennie, Spur’s President and CEO stated. “Demand for all fertilizers is lower this year than in previous years reflecting the cyclical nature of the fertilizer business.”

The total NPK production volume for the quarter ended September 30, 2006 was 7,294 mt, 39% lower than the same period of 2005 (11,961 mt), a decrease that was necessary in order to reduce inventory levels.

Third quarter 2006 revenues were $1,474,000 versus $1,736,000 in the same period of 2005, a 15% decrease, and sales volume was down by 12% to 6,583 mt from 7,462 mt. Gross profit was ($3,000) vs. $77,000 in third quarter 2005. EBITDA was ($196,000) in the three months ended September 30, 2006, compared to $32,000 in the same period in 2005.

  Q1/2006 Q2/2006 Q3/2006 Q3/06 YTD   Q1/2005 Q2/2005 Q3/2005 Q3/05 YTD   Q4/2005 Total 2005 
          (Restated) (Restated)  (Restated)  (Restated)  (Restated)  (Restated) 
Production Volume (mt) 13,810 6,586 7,294 27,689 5,571 9,486 11,961 27,018 6,424 33,442
Sales Volume (mt) 12,557 4,833 6,583 23,974 7,302 9,311 7,462 24,075 5,741 29,816
Net Sales ($) 2,820,850 1,020,136 1,474,175 5,315,161 1,725,674 2,099,865 1,736,150 5,561,689 1,241,160 6,802,849
Cost of product ($) 2,624,090 1,171,584 1,476,988 5,272,662 1,442,625 2,049,960 1,659,556 5,152,142 1,582,328 6,734,470
Total Gross Profit ($) 196,760 (151,448) (2,813) 42,499 283,049 49,905 76,593 409,547 (341,168) 68,379
Selling price/mt ($) 225 211 224 222 236 226 233 231 216 228
Cost of Product/mt ($) 209 242 224 220 198 220 222 214 276 226
EBITDA ($) 132,647 (4,954) (196,491) (68,798) 196,468 (92,617) 31,523 135,375 (337,659) (202,284)

Suite 3083 Three Bentall Centre, 595 Burrard Street, P.O. Box 49298, Vancouver B.C. Canada V7X 1L3
Telephone: (604) 689-5564 Fax: (604) 682-2802 Toll Free: 1-877-689-5599
www.spur-ventures.com Email: info@spur-ventures.com


September 30, 2006
Page 2

YTD production was 27,689 mt versus 27,018 mt, a 2.4% increase, while sales tonnage was down 4.2% year over year. Cost of product increased by $120,520 or 2.3% . Total gross profit was down by $367,048 reflecting a combination of lower selling price ($7/mt) and higher cost of production ($10/mt).

Spur continues to improve operations at YSC. $200,000 was invested in the first quarter of 2006 to improve operating efficiencies and product quality at YSC. Spur also settled a complex bank loan issue with its joint venture partner, YPCC, and restructured a working capital loan with a local bank.

“With the capability to produce high quality product at name plate capacity Spur is now focusing its attention on improving product marketing” Dr. Rennie explained. “Now that Spur and Hebei Tianren have signed their final agreement, we are working with the Ag Franchise Company of Hebei Tianren to access its extensive marketing channels and to achieve a premium price based on our improved product quality.”

Spur Ventures-Hebei Tianren Merger
China’s Ministry of Commerce (MofCom) Introduces New Legislation

On June 18, 2006 Spur announced that it had signed a definitive agreement to acquire the shares of four of the subsidiary companies of Hebei Tianren (the "Target Companies"), a privately held Chinese fertilizer company.

On September 8, 2006 the Chinese Minister of Commerce introduced new regulations which for the first time set clear guidelines and procedures for the type of share for share exchange agreed to by Spur and Hebei Tianren.

“These guidelines are a net positive for Spur because it will no longer be necessary to set up off shore entities to implement the share exchange and permission can be obtained for all four companies from MofCom instead of having to apply for each company sequentially and in three separate provinces”, Dr. Rennie explained.

Spur and Hebei Tianren recognize they will be pioneers in this approval process and that the transaction may be reviewed by the Chinese Securities Regulatory Commission since it could be considered a Reverse Take Over

“While this new procedure may cause some delay in the formal acquisition of the two new NPK production companies and the trading company, it should result in a faster closing of all four entities” Dr. Rennie continued.

“I want to emphasize that, based on our June 18 Agreement with Hebei Tianren, Spur has been working with Hebei Tianren to manage all four companies since the beginning of June, and all earnings will be retained until such time as official Chinese and TSX approval is received. At that time, in accordance with the terms of the June 18 Agreement Spur will receive 7/12 of the Target Companies' 2006 earnings."

Revenues for the nine months ended September 30, 2006 for the Target Companies (according to Hebei Tianren’s unaudited financial statements, based on Chinese GAAP) are about 3% higher than the same period of 2005, with an EBIDTA of $2.1 million and Net Income of $1.1 million.

Suite 3083 Three Bentall Centre, 595 Burrard Street, P.O. Box 49298, Vancouver B.C. Canada V7X 1L3
Telephone: (604) 689-5564 Fax: (604) 682-2802 Toll Free: 1-877-689-5599
www.spur-ventures.com Email: info@spur-ventures.com


September 30, 2006
Page 3

Mining License Transfer to YMC

In 2003 Spur Chemicals (BVI) Inc. signed a joint venture agreement with Yichang Phosphorus Chemical Industries Group Co. ("YPCC") for the Sino-Canadian Integrated Phosphate Mining and Fertilizer Project in Yichang. This project was officially introduced to the Chinese Premier by then Prime Minister Jean Chrétien and was approved by the National Development Reform Commission (NDRC), and the joint venture was approved by the Ministry of Commerce (MofCom). On the basis of the joint venture Agreement, the Central Land and Resources department issued mining licenses to YPCC in February and October of 2004 for the Dianziping and Shukongping mines respectively. These are and remain the only fertilizer-based mines to be issued to a joint venture partner of a foreign company in China

On March 24, 2005, Spur completed its obligation for the first 15% of its Registered Capital investment in YMC, thus setting the stage for YPCC to initiate the formal transfer process of the two mining licenses to the YMC joint venture in which Spur Ventures (BVI) has a 78% controlling interest.

Detailed geological surveys were conducted by Jacobs Engineering of Florida to validate the quality of the deposits and detailed engineering studies were developed both by Jacobs and by Chinese mining engineers prior to the submission of the official project to China’s NDRC for approval.

“Although Spur has been in China since 1996, the clock on the mining license transfer started ticking on March 24, 2005, not back in 1996 as some may think” Dr. Rennie explained. Since March 24, 2005 YMC has undergone thorough review, as required for a foreign controlled joint venture in China, at the two district levels where each of the two mines are located and at the Yichang City level. On October 15, 2005, Spur signed an MOU with Yichang City which further clarified the decision-making process.

At the present time, Spur is assisting YPCC in its negotiations with Yiling County (Dianziping mine) and Xinshang District (Shukongping mine) to compensate small miners who were required to vacate the mining properties at the time of the licenses being issued to YPCC.

Spur’s original plan was to construct its compound phosphate fertilizer plant at Yidu. For that reason in 2004 Spur acquired a 100K mt/yr NPK plant which is now Yichang Spur Chemicals (YSC). China’s new policies now give better protection to landowners, and the City of Yidu is no longer able to supply Spur with sufficient land to build the planned world scale plant. Accordingly, over the last six months, Spur has been working with the Land and Resources Bureau of Yichang City to identify a new site for the plant. The acquisition of land in China is a complicated process involving three levels of government and several departments at each level.

"The time frames involved so far are not abnormal in China or in many other countries”, Dr. Rennie said. “We have continued our engineering studies for both the mining and the fertilizer component of our integrated Project so that when the mining licenses are officially transferred, we will be ready to start”.

“Acquiring a natural resource is a time consuming process for a foreign company, not only in China but throughout the world” Dr. Rennie commented. “We are continuing to work with the Chinese government to advance our project, and appreciate the continued guidance and support of the Government of Canada and the Canada-Chinese Business Council".

More information can be found in the audited financial statements and the related notes and the management discussions and analysis of the period filed with Canadian regulators on SEDAR at www.sedar.com and on the company’s website: www.spur-ventures.com

Suite 3083 Three Bentall Centre, 595 Burrard Street, P.O. Box 49298, Vancouver B.C. Canada V7X 1L3
Telephone: (604) 689-5564 Fax: (604) 682-2802 Toll Free: 1-877-689-5599
www.spur-ventures.com Email: info@spur-ventures.com



September 30, 2006
Page 4
 

Spur will be the preferred supplier of all the knowledge, products and services the Chinese farmer needs to be successful.

For further information, please contact Dr. Robert Rennie at 604-689-5564, Mr. Michael Kuta at 604-697-6201.

This news release includes certain statements that may be deemed to be “forward-looking statements” regarding the timing and content of upcoming programs. Although Spur Ventures believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include phosphate and potash prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions.

The TSX Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Suite 3083 Three Bentall Centre, 595 Burrard Street, P.O. Box 49298, Vancouver B.C. Canada V7X 1L3
Telephone: (604) 689-5564 Fax: (604) 682-2802 Toll Free: 1-877-689-5599
www.spur-ventures.com Email: info@spur-ventures.com


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