-----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, JkMS8jKXD+gHFHVIPaCcJ4EmeWbNGZB33kLGQ86WBl49Q1ZYjzkINDc53mgyVXX9 Pa2zEOMRQZg8h8oW7HQ+Mw== 0001062993-07-001113.txt : 20070402 0001062993-07-001113.hdr.sgml : 20070402 20070402130503 ACCESSION NUMBER: 0001062993-07-001113 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070402 DATE AS OF CHANGE: 20070402 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: 07737059 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 REPORT OF FOREIGN PRIVATE ISSUER 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 March, 2007

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 Consolidated Financial Statements December 31, 2006, 2005 and 2004
     
  99.2 Annual Information Form
     
  99.3 Management Discussion and Analysis
     
  99.4 News Release dated March 30, 2007
     
  99.5 Form 13-502F1 Class 1 Reporting Issuer - Participation Fee
     
  99.6 Form 52-109F1 - Certification of Annual Filing - CEO

 


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: March 30, 2007 By: /s/ Robert G. Atkinson
   
    Robert G. Atkinson
  Title: Director

 


EX-99.1 2 exhibit99-1.htm CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2006, 2005 AND 2004 Filed by Automated Filing Services Inc. (604) 609-0244 - Spur Ventures Inc. - Exhibit 99.1

Spur Ventures Inc.

Consolidated Financial Statements
December 31, 2006, 2005 and 2004
(expressed in U.S. dollars)


Management’s Responsibility for Financial Reporting

The accompanying consolidated financial statements of the company have been prepared by management in accordance with Canadian generally accepted accounting principles and include a summary prepared by management reconciling significant differences between Canadian and United States generally accepted accounting principles as they affect these financial statements. The financial statements contain estimates based on management’s judgement. Management maintains an appropriate system of internal controls to provide reasonable assurance that transactions are authorized, assets safeguarded, and proper records maintained.

The Audit Committee of the Board of Directors has met with the company’s independent auditors to review the scope and results of the annual audit and to review the consolidated financial statements and related financial reporting matters prior to submitting the consolidated financial statements to the Board for approval.

The company’s independent auditors, PricewaterhouseCoopers LLP, are appointed by the shareholders to conduct an audit of the annual financial statements, and their report follows.

“Robert J. Rennie”

Robert J. Rennie
President, Chief Executive Officer
& Interim Chief Financial Officer

March 30, 2007



Independent Auditors’ Report

To the Shareholders of
Spur Ventures Inc.

We have audited the consolidated balance sheets of Spur Ventures Inc. as at December 31, 2006 and 2005 and the consolidated statements of operations and deficit and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the company as at December 31, 2006 and 2005 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2006 in accordance with Canadian generally accepted accounting principles.


Chartered Accountants

Vancouver, British Columbia
March 30, 2007

 

PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP and the other member firms of PricewaterhouseCoopers International Limited, each of which is a separate and independent legal entity.



Spur Ventures Inc.
Consolidated Balance Sheets
As at December 31, 2006 and 2005
 
(Expressed in U.S. dollars)

    2006     2005  
             
ASSETS            
Current            
   Cash and cash equivalents (note 3) $  10,994,262   $  24,988,099  
   Short-term investments (note 4)   15,503,683     5,767,612  
   Accounts receivable   1,247,384     401,787  
   Inventory (note 5)   2,429,443     2,604,680  
   Prepaid expenses   599,116     280,268  
   Due from YPCC (Note 10)   266,599     316,327  
    31,040,487     34,358,773  
Property, plant & equipment - net (Note 6)   4,056,955     8,574,372  
Land use right - net (Note 7)   340,608     691,583  
Mineral properties (Note 8)   3,112,768     2,557,660  
Deferred acquisition costs (note 9)   447,834     339,964  
Other assets   44,019     80,907  
  $  39,042,671   $  46,603,259  
             
LIABILITIES            
Current            
   Accounts payable and accrued liabilities $  1,526,529   $  2,106,716  
   Customer deposits   682,709     139,963  
   Other payables   189,484     273,611  
   Bank loans (Note 11)   1,270,970     2,664,684  
    3,669,692     5,184,974  
Minority interest   -     506,671  
SHAREHOLDERS' EQUITY            
Capital stock (Note 12)            
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)   39,822,134     39,256,667  
Stock options and warrants (note 12 (c) and (d))   7,293,323     7,039,072  
Cumulative translation adjustment   3,712,546     3,601,095  
Deficit   (15,455,024 )   (8,985,220 )
    35,372,979     40,911,614  
  $  39,042,671   $  46,603,259  
             
Nature of operations (note 1)            
Commitments (note 18)            
Subsequent events (note 19)            

Approved by the Board of Directors

“Robert J. Rennie” Director “Robert G. Atkinson” Director

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



Spur Ventures Inc.
Consolidated Statements of Operations and Deficit
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

    2006     2005     2004  
                   
                   
Sales $  7,697,039   $  6,802,849   $  3,695,981  
Cost of sales   7,522,658     6,735,427     3,734,596  
Gross Profit / (Loss)   174,381     67,422     (38,615 )
                   
Expenses                  
 Consulting fees   172,566     144,847     272,890  
 Depreciation and amortization   332,760     106,128     44,587  
 Loss on disposal of fixed assets   41,633     3,061     9,840  
 Interest   207,364     173,842     146,985  
 Office and miscellaneous   518,401     407,727     172,132  
 Printing and mailing   41,368     41,341     24,426  
 Professional fees   621,795     227,600     138,871  
 Rent   238,593     84,616     37,896  
 Repairs and maintenance   32,102     43,217     13,933  
 Selling expenses   331,938     266,506     103,056  
 Stock-based compensation expenses   352,433     629,557     965,988  
 Transfer agent and filing fees   141,831     24,361     29,963  
 Travel, advertising and promotion   247,253     237,400     175,126  
 Wages and benefits   760,087     400,303     126,244  
    4,040,124     2,790,506     2,261,937  
                   
Operating loss   (3,865,743 )   (2,723,084 )   (2,300,552 )
                   
Other income and expenses                  
 Gain on disposal of marketable securities               1,793  
 Interest income   1,168,316     366,266     141,095  
 Energy trust income               634  
 Other income               69,659  
 Impairment of long-lived assets (Note 6 & 7)   (4,328,622 )            
 Foreign exchange gain (loss)   93,939     (785,345 )   63,702  
    (3,066,367 )   (419,079 )   276,883  
                   
Loss before minority interest   (6,932,110 )   (3,142,163 )   (2,023,669 )
Minority interest   462,306     323,357     159,631  
Loss for the year   (6,469,804 )   (2,818,806 )   (1,864,038 )
                   
Deficit, Beginning of year, restated (Note 2)   (8,985,220 )   (6,166,414 )   (3,299,212 )
Stock-based compensation expenses               (1,003,164 )
Deficit, Beginning of year, restated (Note 2)   (8,985,220 )   (6,166,414 )   (4,302,376 )
                   
Deficit, End of year $  (15,455,024 ) $  (8,985,220 ) $  (6,166,414 )
                   
Basic and diluted loss per common share $  (0.11 ) $  (0.06 ) $  (0.05 )
                   
Weighted average number of common shares outstanding   58,480,520     47,857,350     34,267,111  

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



Spur Ventures Inc.
Consolidated Statements of Cash Flows
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

    2006     2005     2004  
                   
                   
Cash flows from operating activities                  
Net loss $  (6,469,804 ) $  (2,818,806 ) $  (1,864,038 )
 Items not affecting cash                  
   Depreciation and amortization   801,320     475,364     223,102  
   Stock-based compensation   352,433     629,557     965,988  
   Foreign exchange (gain)/loss   (543,354 )   785,345     -  
   Loss on disposal of fixed assets   41,633     14,590     (9,840 )
   Impairment of long-lived assets   4,328,622              
Net changes in non-cash working capital                  
 Accounts receivable   (851,653 )   (169,325 )   108,268  
 Inventory   240,145     (1,772,227 )   (340,224 )
 Prepaid expenses   (307,893 )   (191,631 )   287,125  
 Accounts payable and accrued liabilities   (625,268 )   1,071,475     276,597  
 Customers deposits   552,643     (282,439 )   275,439  
Minority interest   (335,193 )   (318,549 )   (159,631 )
Other Operating   (33,579 )   258,296     40,151  
    (2,849,948 )   (2,318,350 )   (197,063 )
Cash flows from investing activities                  
 Investment in subsidiaries               (522,854 )
 Capital expenditures   (771,636 )   (2,663,290 )   (3,738,802 )
 Acquisition of other assets   (113,064 )   (414,768 )   -  
 Proceeds from disposal of assets and investments   1,208,228     4,501,531     90,326  
 Purchase of short-term investments   (11,093,962 )   (5,731,725 )   (4,234,612 )
    (10,770,434 )   (4,308,252 )   (8,405,942 )
Cash flows from financing activities                  
 Issuance of shares for cash - net of issue costs   461,275     23,569,778     12,113,060  
 Bank indebtedness repayment   (1,461,304 )   (607,696 )   (48,329 )
    (1,000,029 )   22,962,082     12,064,731  
                   
Effect of exchange rate changes   626,575     772,107     576,654  
                   
Increase (decrease) in cash and cash equivalents   (13,993,836 )   17,107,587     4,038,380  
                   
Cash and cash equivalents, beginning of period   24,988,099     7,880,512     3,842,132  
                   
Cash and cash equivalents, end of period   10,994,263     24,988,099     7,880,512  
                   
Supplemental cash flow disclosure                  
 Interest received   1,119,807     310,371     141,095  
 Interest paid   (322,162 )   (141,773 )   (122,408 )

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



Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

1 Nature of operations

Spur Ventures Inc. (the company) is developing a fully integrated fertilizer business in the People’s Republic of China (China). The recoverability of the amounts shown as mineral properties is dependent upon the existence of economically recoverable reserves, the ability of the company to obtain the necessary financing to complete the development of the properties, and future profitable production or proceeds from the sale of fertilizer products.

Management acknowledges that for the Yichang Phosphate Project to be successful it will require significant equity and/or debt financing. Management has successfully raised financing in the past for the early stages of this project; however, there is no assurance that the company will be successful in raising this financing in the future. Management considers that the company has sufficient funding to meet its obligations and maintain administrative and operational expenditures for at least the next 12 months.

In addition, the company has entered into agreements securing the title of the mineral properties, by forming a 78.72% controlled Joint Venture Company, Yichang Maple Leaf Chemicals Ltd. (YMC), with Hubei Yichang Phosphorous Chemical Co. Ltd. (YPCC) in December 2003 to undertake the development of the phosphate mines and to build compound phosphate fertilizer production facilities. YMC has not yet commenced active operations. The titles to the two primary mining properties are legally in the possession of our Joint Venture partner, YPCC, and are in the process of being formally transferred to YMC. Although these arrangements are in accordance with industry standards for the stage of development of such properties, these procedures do not guarantee the company’s title. Property title may also be subject to unregistered prior agreements and regulatory requirements.

To accelerate the production of compound fertilizers, the company acquired Xinyuan Chemicals Ltd. in 2004 and formed a 72.18% controlled Joint Venture Company called Yichang Spur Chemicals Ltd. (YSC), which owns a 100,000 tonnes per annum (tpa) NPK (Nitrogen, Phosphate, Potassium) fertilizer facility, The other two minority partners are YPCC which owns 16.69% and Yichang Yuanfeng Chemical (Yuanfeng) which owns 11.13% .

2 Significant Accounting Policies

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

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Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

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

These consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles (GAAP) and differ in certain material respects from the requirements of United States GAAP, as disclosed in note 16.

These consolidated financial statements include the accounts of the company, its two sino-foreign Joint Venture companies, YSC and YMC, which are controlled by the company, 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 11). Certain comparative figures have been reclassified to conform to the current period’s presentation.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenditures during the reporting period. Items subject to significant management estimates include the amounts recorded for stock-based compensation and the assessment of recoverable values. Actual results could differ from those reported.

Cash and cash equivalents

Cash and cash equivalents consist of cash and short-term deposits maturing within ninety days of the original date of acquisition and are stated at cost, which approximates fair value. To limit its foreign exchange and credit exposure, the company deposits its funds with large financial institutions in either US dollars or Canadian dollars.

Short Term Investments

Short term investments with an original maturity of greater than 90 days and less than 1 year are stated at cost, which approximates fair value.

Inventory

Inventory, consisting primarily of fertilizers and raw materials, is valued at the lower of cost and net realizable value. Net realizable value represents the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Cost is calculated using the weighted average method comprising all costs of purchases, costs of conversion and other costs incurred, including overhead allocation, in bringing the inventories to their present location and condition.

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Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

Property, plant and equipment

Property, plant and equipment assets are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method at the following rates calculated to depreciate the cost of the assets less their residual values over their estimated useful lives:

  Building 5.00%
  Machinery and equipment 8.33% - 10.00%
  Motor vehicle 20.00%
  Office equipment and furniture 20.00%
  Computer equipment 33.33%
  Leasehold improvement 20.00%

Land use right

The land use right is for 50 years. It is amortized on a straight-line basis over the initial term of the YSC business license of 30 years.

Impairment of long-lived assets

Management of the company regularly reviews the net carrying value of each long-lived asset. Where information is available and conditioned losses suggest impairment, estimated future net cash flows are calculated using estimated future prices, proven and probable reserves, selling prices for fertilizer products, and operating, capital and reclamation costs on an undiscounted basis to determine if the carrying amount is not recoverable. If the carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposal, reductions in the carrying value of long-lived assets would be recorded to the extent the net book value of the related assets exceeds its fair value estimated by the net present value of expected future net cash flows.

Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses if the carrying value can be recovered.

Management’s estimates of mineral prices, recoverable proven and probable reserves, selling prices for fertilizer products, and operating, capital and reclamation costs are subject to certain risks and uncertainties which may affect the recoverability of long-lived assets. Although management has made its best estimate of these factors, it is possible that changes could occur in the near term, which could adversely affect management’s estimate of the net cash flow to be generated from its assets.

Mineral properties

The company records its interest in mineral properties at cost. Exploration and development expenditures relating to properties with mineralization are deferred and will be amortized against future production following commencement of commercial production, or written off if the properties are sold, allowed to lapse, abandoned or if impairment is evident.

The acquisition of title to mineral properties is a detailed and time-consuming process. The titles of the mining properties have been issued to our Joint Venture Company partner, YPCC, for the exclusive use of YPCC’s

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Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

equity contribution to the YMC Joint Venture. In Canada, our sino-foreign joint venture agreement with YPCC would be sufficient protection to proceed with mining but in China, for greater certainty, we are ensuring the formal transfer of the titles from YPCC to the YMC joint venture. This is a time-consuming process required only for foreign investors in China.

Asset retirement obligations

The accounting for asset retirement obligations encompasses the accounting for the Company’s legal obligations associated with the retirement of a tangible long-lived asset that results from the acquisition, construction or development and/or the normal operation of a long-lived asset. The retirement of a long-lived asset is its other than temporary removal from service, including its sale, abandonment, recycling or disposal in some other manner.

According to current Chinese environmental regulations and contracts of the company, there is no obligation for the company to dismantle and remove plant and equipment or to remediate sites upon the cessation of operations. The company pays an annual environmental fee to the local government as the cost of operating a chemical site. This fee is calculated as a percentage of the annual revenues and is expensed as incurred. Future changes to Chinese environmental regulation may have a material impact on the assessment of asset retirement obligations.

Loss per common share

The basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. The diluted loss per share reflects the potential dilution of common share equivalents, such as outstanding stock options and share purchase warrants, in the weighted average number of common shares outstanding during the year, if exercised. For this purpose, the “treasury stock method” is used whereby the assumed proceeds upon the exercise of stock options and warrants are used to purchase common shares at the average market price during the year.

For the years ended December 31, 2006, 2005 and 2004, the company excluded potential common share equivalents from the loss per share calculation as they were considered anti-dilutive.

Income taxes

The company follows the asset and liability method for accounting for income taxes. Under this method, future income tax assets and liabilities are determined based on the differences between the tax basis of assets and liabilities and the amounts reported in the financial statements. The future tax assets or liabilities are calculated using the tax rates for the periods in which the differences are expected to be settled. Future tax assets are recognized to the extent that they are considered more likely than not to be realized.

Revenue recognition

The company recognizes revenues to external customers when the product is shipped and title passes along with the risks and rewards of ownership, provided collection is reasonably assured. The above conditions are met when persuasive evidence of an arrangement exists, delivery has occurred, and the price is fixed or determinable. Transportation costs are recovered from the customer through product pricing.

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Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

Foreign currency translations

The consolidated financial statements are presented in U.S. dollars (USD).

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 is considered an integrated operation and is translated into Canadian dollars using the temporal method. Under this method, monetary assets and liabilities are translated at year-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.

Financial instruments

The carrying values of cash and cash equivalents, short-term investments, accounts receivable, and accounts payable and accrued liabilities approximate their fair values due to the short periods to maturity. Bank loans are carried at current value, as discussed in notes 10 and 11.

Stock-based compensation

Effective January 1, 2004, the company adopted the new requirements of the Canadian Institute of Chartered Accountants (CICA) Standard 3870, which requires an expense to be recognized in the financial statements for all forms of employee stock-based compensation. Previously, the company did not record any compensation cost on the granting of stock options to employees and directors as the exercise price was equal to or greater than the market price at the date of the grants.

Accordingly, the opening deficit for 2004 was restated on a retroactive basis to show the effect of compensation expense associated with stock option grants to employees and directors from January 1, 2002 to December 31, 2003, which amounted to $1,003,164, and an increase of $73,197 to share capital and $935,641 to stock options.

Variable Interest Entities

Effective January 1, 2005, the company adopted Accounting Guideline AcG-15, Consolidation of Variable Interest Entities, which establishes when a company should consolidate a variable interest entity in its financial statements. AcG-15 provides the definition of a variable interest entity to be consolidated if a company is at risk of absorbing the variable interest entity’s expected losses, or is entitled to receive a majority of the variable interest entity’s returns or both. The company has determined that it has no variable interest entities.

5



Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

3 Cash and cash equivalents

Cash and cash equivalents of $10,994,262 includes Guaranteed Investment Certificates (GIC’s) with major Canadian financial institutions. Included in cash balances is a balance of approximately $5,498,000 held in accounts in the Chinese subsidiaries, the repatriation to Canada of which is subject to the approval of the State Administration of Foreign Exchange.

4 Short-term investments

Short-term investments of $15,503,683 consist of GIC’s and US Treasury Bills, with more than 90 days maturity periods.

5 Inventory

      2006     2005  
    $     $    
  Raw materials   578,122     897,751  
  Finished goods   1,740,663     1,600,149  
  Other consumables   110,658     106,780  
      2,429,443     2,604,680  

In the year 2006, the company recorded $33,578 in Cost of Sales for an inventory write-down due to the decrease in NPK fertilizer price.

6 Property, plant and equipment

      December 31, 2006     December 31, 2005  
                  Net Book           Net Book                    
            Accumulated     Value before           Value after           Accumulated     Net Book  
      Cost     Amortization     impairment     Impairment     impairment     Cost     Amortization     Value  
                                                   
  Building $  3,649,129   $  366,800   $  3,282,329   $  1,686,001   $  1,596,328   $  3,373,561   $  188,963   $  3,184,598  
  Construction in progress   283,412     -     283,412     68,312     215,100     500,604     -     500,604  
  Machinery and equipment   5,288,130     1,011,040     4,277,090     2,196,972     2,080,118     5,262,997     548,523     4,714,474  
  Motor vehicle   136,446     41,284     95,162     5,763     89,399     103,180     23,655     79,525  
  Office equipment and furniture   111,305     47,643     63,662     11,933     51,729     90,851     26,419     64,432  
  Leasehold improvement   32,374     8,093     24,281     -     24,281     32,357     1,618     30,739  
                                                   
  Total PP&E $  9,500,796   $  1,474,860   $  8,025,936   $  3,968,981   $  4,056,955   $  9,363,550   $  789,178   $  8,574,372  

An impairment loss of property, plant and equipment was recognized during the year as the carrying amount exceeded the sum of the undiscounted cash flows expected to result from its use and eventual disposition and exceeded its fair value which was determined by taking into account an estimate of the series of future cash flows at different times, expectations about possible variations in the amount or timing of those cash flows, the time value of money, represented by the risk-free rate of interest, and the price for bearing the uncertainty inherent in the asset.

6



Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

7 Land use rights

      December 31, 2006     December 31, 2005  
                  Net Book           Net Book                    
            Accumulated     Value before           Value after           Accumulated     Net Book  
      Cost     Amortization     Impairment     Impairment     Impairment     Cost     Amortization     Value  
                                                   
  Land Use Rights $  758,643   $  58,394   $  700,249   $  359,641   $  340,608   $  723,121   $  31,538   $  691,583  

Land use rights refer to the ability of the company to operate a fertilizer and phosphoric acid facility on the YSC property for a period of 50 years. These land use rights are provided by the municipal government and are being amortized over the initial 30-year term of YSC’s business license as this is currently believed to approximate the estimated useful life.

An impairment loss of land use rights was recognized during the year as the carrying amount exceeded the sum of the undiscounted cash flows expected to result from its use and eventual disposition and exceeded its fair value which was determined by taking into account an estimate of the series of future cash flows at different times, expectations about possible variations in the amount or timing of those cash flows, the time value of money, represented by the risk-free rate of interest, and the price for bearing the uncertainty inherent in the asset.

8 Mineral properties

    $
  Exporation and development costs  
                 Balance - December 31, 2004 2,008,422
                 Mining licence transfer cost 549,238
                 Balance - December 31, 2005 2,557,660
                 Mining licence transfer cost 555,108
                 Balance - December 31, 2006 3,112,768

In 1996, the company entered into an agreement with YPCC for the exclusive right to develop the Yichang phosphate deposit, which is located in Hubei province in China. The company can earn a 90% interest in the property by taking the property to production. The Chinese government will earn a 10% interest by contributing land and the mineral rights.

In 1999, the company completed the preliminary feasibility study report conducted jointly by the Northern China Chemical Mine Planning and Design Institute and China Wuhan Chemical Engineering Corp. Final project approval was also received from the Chinese government. In November 2000, a feasibility study and an environmental impact assessment study were completed. During 2001, the China Environment Protection Bureau approved the environmental study of the Yichang project. In April 2002, a feasibility study was updated by Jacobs Engineering Corporation.

7



Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

In early 2002, the company commenced its application for a mining permit through YPCC. In 2003, the company and YPCC formed a Joint Venture Company, YMC, to undertake the development of the project.

The mining licenses for the Shukongping and Dianziping mines were issued by Central Land and Resources Department to Spur’s JV partner YPCC in February and October of 2004 respectively. In March of 2005 the official transfer process from YPCC to YMC began when Spur contributed its first 15% of Registered Capital to YMC.

Since inception, all activities at YMC have been centered on the mining license transfer, with costs incurred in engineering studies, coordination of government relations and public relations activities. All YMC costs have been classified as mining exploration costs and capitalized to mineral properties.

9 Deferred acquisition costs

The amount of $447,834 in deferred acquisition costs related to due diligence, legal opinions, and other costs in connection with the proposed Tianren acquisition. In June 2005, the company signed a binding agreement to acquire the fertilizer related businesses of Hebei Tianren Chemical Corporation, a Chinese holding company and to merge the management teams and assets of both companies. Commercial and legal due diligence was completed late in the fourth quarter. The company continues to work with Hebei Tianren and the Chinese authorities on the approval processes. If the acquisition is closed, these costs will be allocated to the identifiable assets acquired and liabilities assumed. If the negotiation indicates the transaction will most likely not be closed, the company will expense all the expenditures related to the proposed acquisition at that time.

10 Amounts outstanding with minority shareholders

As of December 31, 2006, the company has the following amounts outstanding with minority shareholders of YSC:

      December 31, 2006     December 31, 2005  
      RMB   $      RMB   $   
  Ag Bank loan (Note 11)   -     -     6,900,000     855,178  
  Receivables/(payable) from YPCC   2,182,469     279,623     (4,370,508 )   (541,676 )
                           
  Net exposure of YSC on loans   2,182,469     279,623     2,529,492     313,502  
  Other amounts due (to)/from YPCC and related companies   (101,651 )   (13,024 )   22,796     2,825  
  Total due from YPCC   2,080,818     266,599     2,552,288     316,327  

Following the formation of YSC and the acquisition of the fertilizer operations, the company discovered that YSC was liable for a loan facility of RMB7,400,000 ($948,103) from the Agricultural Bank of China, the funds of which were advanced directly to YPCC prior to the date of acquisition. The company understands that the proceeds of this loan were used in YPCC's business and YSC has received no benefits from this loan. YPCC has guaranteed repayment of this loan to YSC and the bank and YSC was advised that YPCC has been paying the related interest to the bank. Prior to December 31, 2004, YPCC repaid RMB500,000 of the loan balance, accordingly at December 31, 2005, RMB6,900,000 ($855,178) was outstanding on this facility. The company has recorded an amount receivable from YPCC of RMB6,900,000 ($855,178) at December 31, 2005, being the amount due from YPCC required for the repayment of the remaining outstanding loan balance.

8



Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

YSC also received a working capital loan from YPCC of RMB 4,370,508 ($541,676). YPCC requested repayment of this loan. YSC received a written authorization for YPCC to apply this amount to offset the amount receivable from YPCC should YPCC fail to repay the bank loan and YSC was required to make payment of the loan directly to the bank. Accordingly, the company has accounted for the amount receivable from YPCC and the amount payable to YPCC on a net basis.

The three party YPCC-YSC-Agricultural Bank loan situation has now been resolved during 2006. YPCC cancelled the loan of RMB 4,370,508 ($541,676) owed to YPCC by YSC as at December 31, 2005. YSC applied this loan as a credit against the RMB 6,900,000 ($855,178) owed by YPCC to the Agricultural Bank. YSC made repayments to the Agricultural Bank of RMB 6,880,000 ($881,479) up to the end of December 2006. The net amount receivable from YPCC after offsetting the loan from YPCC and Agricultural Bank’s loan was RMB 2,080,818 ($266,599) as at December 31, 2006

11 Bank loans

The company has a bank loan of RMB9,900,000 ($1,268,408) (December 31, 2005 - $1,809,506) from Industry & Commerce Bank of China (ICBC), in addition to the balance of RMB 20,000 ($2,562) of the Agricultural Bank loan mentioned in note 10.

As at December 31, 2006 and 2005, information about the bank loans is as follows:

      2006     2005  
                  Annual                       Annual        
  Lender   Principal Amount     interest           Principal Amount     interest        
      RMB   $      rate     Maturity date     RMB   $      rate     Maturity date  
                                                   
  ICBC   9,900,000   $  1,268,408     5.84%     September 20, 2007     11,900,000   $  1,474,871     5.84%     October 27, 2005  
  ICBC                           2,700,000     334,635     5.58%     November 3, 2005  
  Agricultural Bank   20,000     2,562     5.83%     December 20, 2006     6,900,000     855,178     6.59%     December 27, 2004  
      9,920,000   $  1,270,970     Total         $  21,500,000   $  2,664,684     Total        

The ICBC bank (Industrial & Commerce Bank of China) loan of RMB 9,900,000 was due in late October 2005. YSC signed an agreement with ICBC bank on August 14, 2006, whereby it will make monthly repayments of RMB 1,000,000 and repay the remaining balance of RMB 9,900,000 ($1,268,408) by September 20, 2007. Collateral for the ICBC loan includes 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. The loan with Agricultural Bank was due on December 20, 2006. The remaining balance of the Agricultural Bank loan of RMB 20,000 ($2,562) was settled in January 2007.

9



Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

12 Shareholders’ equity

  a) Authorized capital stock

Unlimited 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

  b) Issued and outstanding capital stock

     
Number of
 
     
common shares
Amount US$
 
  Balance - December 31, 2004   39,889,328     18,073,161  
  Exercise of options            
     Cash received   350,000     207,915  
     Reclassification from stock option/warrant account         92,421  
  Issued for exercise of warrants   708,334     760,071  
  Issued for cash under private placement   17,142,858     24,325,321  
  Commission and related issuance costs for private placement         (1,902,440 )
  Reclassification of fair value of warrants granted in 2005         (2,299,782 )
  Balance as at December 31, 2005   58,090,520     39,256,667  
  Exercise of options            
     Cash received   650,000     447,035  
     Reclassification from stock option/warrant account         98,184  
  Refund of issuance costs for private placement         20,812  
  Issuance costs for private placement         (564 )
  Balance as at December 31, 2006   58,740,520     39,822,134  

On July 28, 2005, the company completed a private placement of 17,142,858 units at a price of C$1.75 per unit; each unit comprises one common share and one half share purchase warrant. Each whole warrant is exercisable for two years to acquire a common share at C$2.00 per share. All shares and warrants had a hold period expiring on November 28, 2005. The brokers received a 6% commission, or C$1,800,000 ($1,458,671), and the company has incurred direct costs of $443,770. The net proceeds will be used to fund the company’s development projects in China and for general corporate purposes.

  c)

Stock options

     
 

Under the 2005 Employee Stock Option Plan, the company may grant options to its directors, officers, and service providers for up to 8,000,000 common shares or such additional amount as may be approved from time to time by the shareholders of the company. Under the plan, the exercise price of each option is not less than the market price of the company’s stock on the date of grant and an option’s maximum term is 5 years. The directors of the company may determine and impose terms upon which each option shall become vested in respect of option shares.

10



Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

A summary of the company’s options at December 31, 2006, 2005 and 2004 and the changes for the years then ended is presented below

      Options           Weighted average  
      outstanding     Amount     exercise price CAD  
  Balance - December 31, 2003   3,885,000     997,165     0.77  
  Granted   1,850,000     984,836     1.50  
  Exercised   (200,000 )   (121,679 )   0.75  
  Balance - December 31, 2004   5,535,000     1,860,322     1.01  
  Granted   700,000     697,016     1.71  
  Exercised   (350,000 )   (75,065 )   0.73  
  Balance - December 31, 2005   5,885,000     2,482,273     1.11  
  Granted   825,000     352,434     1.14  
  Exercised   (650,000 )   (98,184 )   0.76  
  Expired   (950,000 )   -     1.22  
  Balance - December 31, 2006   5,110,000     2,736,523     1.14  

On March 14, 2006, the company granted incentive stock options to an officer to purchase 200,000 common shares of the Company at the exercise price of C$1.50 per share exercisable up to March 14, 2011. 50% of the options become vested on March 14, 2007 and the remaining 50% become vested on March 14, 2008.

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

    2006 2005 2004
  Risk free interest rate 4.00% - 4.50% 3.40% - 3.70% 3.40% - 4.00%
  Expected life of options in years 5 years 5 years 5 years
  Expected volatility 49% - 51% 48% - 52% 47% - 58%
  Dividend per share $0.00 $0.00 $0.00

11



Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

The following table summarizes information about the weighted average grant-date fair value of options granted during the year ended December 31, 2006:

  Grant Options Fair value Fair value Weighted average
  date granted per option      CAD fair value CAD
  2006        
  14-Mar-06    200,000 0.72 144,000  
  4-Jul-06    625,000 0.50 312,500  
       825,000   456,500                                        0.55

The following table summarizes information about the options outstanding and exercisable at December 31, 2006:

    Options outstanding   Options exercisable
      Weighted      
    Number average Weighted Number Weighted
  Range of outstanding remaining average exercisable average
  exercise at December 31, contractual exercise at December 31, exercise
  prices 2006 life price 2006 price
  CAD   (years) CAD   CAD
  0.60 1,700,000 1.35 0.60 1,700,000 0.60
  1.03 625,000 4.50 1.03 - 1.03
  1.20 435,000 1.47 1.20 435,000 1.20
  1.50 1,850,000 2.85 1.50 1,625,000 1.50
  1.80 500,000 3.16 1.80 250,000 1.80
  0.60 to 1.80 5,110,000 2.44 1.16 4,010,000 1.13

  d) Warrants

The following is a summary of warrant transactions at December 31, 2006, 2005 and 2004 and the changes for the years the ended:

    Number of   Weighted average
    warrants Amount exercise price CAD
  Balance - December 31, 2003 700,000 - 0.81
  Granted 5,830,000 167,413 1.50
  Exercised (400,000) - 0.60
  Reclassification of fair value of warrants granted in 2004   2,089,605  
  Balance - December 31, 2004 6,130,000 2,257,018 1.48
  Granted 8,571,429 - 2.00
  Exercised (708,334) - 1.33
  Reclassification of fair value of warrants granted in 2005   2,299,782  
  Balance - December 31, 2005 13,993,095 4,556,800 1.81
  Expired (5,421,666) - 1.50
  Balance - December 31, 2006 8,571,429 4,556,800 2.00

12



Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

The outstanding warrants at December 31, 2006 had an exercise price of $2.00, with an expiry date in July 2007.

No warrants were granted during the year ended December 31, 2006. 5,421,666 warrants expired on June 22, 2006. The following table summarizes information about warrants outstanding at December 31, 2006:

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

13 Related party transactions

    2006 2005 2004
  Consulting fees 141,377 195,554 368,686

Included in expenses are the following amounts paid to companies controlled by directors and officers:

Directors of the company may receive consulting fees for their services. A total of $141,377 was paid in 2006 to companies controlled by one director and one officer (2005 - $195,554; 2004 - $368,686). Accounts payable to these companies for expenses incurred were $1,807 at the end of 2006. Except for the account receivable of RMB2,080,818 ($266,599) from YPCC related to the YSC loan (note 10), there were no other accounts receivables from the related parties.

14 Segmented information

Management considers developing an integrated fertilizer business, which includes 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.

  Geographic Segments   December 31, 2006  
      Canada     China     Consolidated  
                     
  Current assets $  21,185,955   $  9,854,532   $  31,040,487  
  Property, plant & equipment - net   32,953     4,024,002     4,056,955  
  Land used right - net   -     340,608     340,608  
  Mineral properties   -     3,112,768     3,112,768  
  Deferred acquisition costs   447,834     -     447,834  
  Other assets   -     44,019     44,019  
  Total assets $  21,666,742   $  17,375,929   $  39,042,671  

13



Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

      December 31, 2005  
      Canada     China     Consolidated  
  Current assets $  21,397,256   $  12,961,517   $  34,358,773  
  Property, plant & equipment - 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  
  Deferred acquisition costs   339,964     -     339,964  
  Other assets   -     80,907     80,907  
  Total assets $  21,779,869   $  24,823,390   $  46,603,259  

YSC had sales to one customer amounted to RMB 8,082,242 ($1,013,904) during the year ended December 31, 2006.

An impairment loss of property, plant and equipment, and land use right in China was recognized during the year as the carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition and exceeds its fair value which was determined by taking into account an estimate of the series of future cash flows at different times, expectations about possible variations in the amount or timing of those cash flows, the time value of money, represented by the risk-free rate of interest, and the price for bearing the uncertainty inherent in the asset.

15 Income taxes

A reconciliation of the combined Canadian federal and provincial income taxes at statutory rates and the company’s effective income tax expense is as follows:

      2006     2005     2004  
  Income tax provision at statutory rates   (2,231,848 )   (982,636 )   (663,970 )
  Non-deductible and other items   (37,428 )   371,437     345,053  
  Foreign losses subject to different tax rates   63,373     19,829     10,941  
  Losses not recognized   2,205,903     591,370     307,976  
  Income tax expense   -     -     -  

14



Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

Temporary differences related to the following assets and tax loss carry forwards that may rise to potential future income assets as at December 31, 2006, 2005, and 2004 are described below:

      2006     2005     2004  
  Tax loss carryforwards and other amounts   3,612,644     3,686,310     2,792,620  
  Fixed Assets   1,222,435     (135,132 )   (73,347 )
  Land use right   6,082     (115,005 )   (96,429 )
  Mineral properties   (70,065 )   148,099     211,122  
      4,771,096     3,584,272     2,833,966  
  Valuation allowance   (4,771,096 )   (3,584,272 )   (2,833,966 )
  Future income tax assets   -     -     -  

At December 31, 2006, the company has the following unused tax losses available for application against taxable income of future years, and they expire as follows:

               2007 1,841,001
               2008 800,027
               2009 861,420
               2011 1,653,061
               2010 1,347,774
               2014 860,444
               2015 945,302
               2026 1,143,785
     
  Total 9,452,814

16 Differences between Canadian and U.S. generally accepted accounting principles

  a)

The company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada. The material measurement differences between GAAP in Canada and the United States that would have an effect on these financial statements are as follows:

15



Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

      2006     2005     2004  
  Mineral Properties - under Canadian GAAP   3,112,768     2,557,659     2,008,422  
  Feasibility study/technical evaluation   (3,112,768 )   (2,557,659 )   (2,008,422 )
                     
  Mineral Properties - under US GAAP   -     -     -  
                     
  Total shareholders' equity                  
  Capital Stock - under CDN GAAP   39,822,134     39,256,667     18,073,162  
  Compensatory escrow release value   501,318     501,318     501,318  
  Flow-through share premium   (99,010 )   (99,010 )   (99,010 )
  Pro rata allocation of units value to warrants   0     0     (0 )
                     
  Capital Stock - under US GAAP   40,224,442     39,658,975     18,475,470  
                     
  Stock options and warrants -                  
       under Canadian GAAP   7,293,323     7,039,072     4,153,089  
       Pro rata allocation of units value                  
         of warrants   (0 )   (0 )   0  
  Stock based compensation   (1,003,164 )   (1,003,164 )   (1,003,164 )
                     
  Stock options and warrants - under U.S. GAAP   6,290,159     6,035,908     3,149,925  
                     
  Deficit - under Canadian GAAP   (15,526,394 )   (8,985,220 )   (6,166,414 )
  Interest Expenses related to construction   95,289     95,289     38,287  
  Feasibility study/technical evaluation   (3,112,768 )   (2,557,659 )   (2,008,422 )
  Compensatory escrow release value   (501,318 )   (501,318 )   (501,318 )
  Deferred Taxes   99,010     99,010     99,010  
  Stock based compensation   1,003,164     1,003,164     1,003,164  
  Deficit - under US GAAP   (17,943,017 )   (10,846,734 )   (7,535,693 )
                     
  Cumulative other comprehensive income                  
           - under Canadian GAAP                  
  Fair market value of marketable securities   -     -     -  
  Cumulative translation adjustment   3,783,916     3,601,095     1,671,602  
  Cumulative other comprehensive income - under US GAAP   3,783,916     3,601,095     1,671,602  
                     
  Deficit - under US GAAP   (14,159,101 )   (7,245,639 )   (5,864,091 )
                     
  Total shareholders' equity - under US GAAP   32,355,500     38,449,244     15,761,304  

16



Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

The impact on the consolidated statements of operations and deficit would be as follows:

      2006     2005     2004  
  Loss for the year -                  
     under Canadian GAAP   (6,469,804 )   (2,818,806 )   (1,864,038 )
  Feasibility study/technical evaluation   (555,109 )   (549,237 )   (425,286 )
  Mineral property written off in year                  
  Interest Expenses related to construction   -     57,002     38,287  
  Deferred taxes                  
  Loss for the year -                  
     under U.S. GAAP before                  
            comprehensive income adjustments   (7,024,913 )   (3,311,041 )   (2,251,037 )
  Adjustments to arrive at                  
     comprehensive income                  
     Marketable securities               (2,786 )
     Unrealized gain on marketable securities                  
     Cumulative translation adjustment   111,451     1,929,493     1,459,146  
  Comprehensive income   111,451     1,929,493     1,456,360  
                     
  Loss for the year - under US GAAP   (6,913,462 )   (1,381,548 )   (794,677 )
  Basic and Diluted Loss per common share -                  
     under U.S. GAAP before                  
            comprehensive income adjustments   (0.12 )   (0.07 )   (0.06 )

  b)

Income taxes

     
 

Under U.S. GAAP, the sale of flow-through shares resulted in a deferred credit being recognized for the excess of the purchase price paid by investors over the fair value of common shares without the flow-through feature. The fair value of the shares was recorded as equity. When the tax deductibility of the qualifying expenditures is renounced, a temporary difference arises. A deferred tax liability was established in the amount of the tax benefit foregone, and tax expense was recorded for the difference between the deferred tax liability and the premium received upon issuance of the flow-through shares. This deferred tax liability reversed due to loss carry-forwards available.

     
  c)

Accounting for stock-based compensation

     
 

Effective January 1, 2004 for Canadian GAAP, the company adopted CICA 3870, Stock-based Compensation and Other Stock-based Payments which requires an expense to be recognized in the financial statements for all forms of employee stock-based compensation. Adoption of CICA 3870 was applied retroactively, without restatement, as permitted by the standard. For U.S. GAAP purposes, the company adopted FAS 148, “Accounting for Stock-based Compensation Transition and Disclosure”. FAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. For U.S. GAAP, effective January 1, 2004, the company applied the modified prospective method of adoption included in FAS 148 which recognizes stock-based employee compensation for 2004 as if the fair value based accounting method in this statement had been used to account for all employee awards granted, modified or settled in fiscal years beginning after December 14, 1994. Since all stock options granted from that date to January 1, 2004 vested immediately, application of the modified prospective method for U.S. GAAP purposes in 2004 did

17



Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

 

not have any additional impact on the stock-based compensation charge for 2004 or on total shareholders’ equity under U.S. GAAP.

     
  d)

Mineral property expenditures

     
 

Mineral property expenditures are accounted for in accordance with Canadian GAAP as disclosed in note 2. For U.S. GAAP purposes, the company expenses exploration or property maintenance expenditures relating to mineral properties as they are incurred. When proven and probable reserves are indicated by a bankable feasibility study for a property, subsequent development costs of the property are capitalized. The capitalized costs of such properties would then be measured periodically to ensure that the carrying value can be recovered on an undiscounted cash flow basis. If the carrying value cannot be recovered on this basis, the mineral properties would be written down to fair value using a discounted cash flow basis.

     
  e)

Capitalization of interest

     
 

Under U.S. GAAP, capitalization of interest is calculated for certain qualifying assets that require a period of time to get them ready for their intended use. Under Canadian GAAP, capitalization of interest is permitted, but not required. The company’s interest expense related to construction in progress was $57,002 and $38,287 respectively in 2005 and 2004, which has been expensed for Canadian GAAP purposes.

     
  f)

Comprehensive income

     
 

Under US GAAP, comprehensive income is recognized and measured in accordance with FASB Statement No. 130 “Reporting Comprehensive Income”. Comprehensive income includes all changes in equity other than those resulting from investments by owners and distributions to owners. Comprehensive income includes two components, net income and other comprehensive income. Other comprehensive income includes amounts that are recorded as an element of shareholders’ equity but are excluded from net income as these transactions or events were attributable to changes from non-owner sources. These items include minimum pension liability adjustments, holding gains and losses on certain investments, gains and losses on certain derivative instruments and foreign currency gains and losses related to self-sustaining foreign operations (cumulative translation adjustment). A standard for comprehensive income and other comprehensive income is not effective under Canadian GAAP until the Company’s year ending December 31, 2007.

     
  g)

Issue of escrow shares

     
 

U.S. GAAP requires that compensation expense be recorded for the excess of the quoted market price over the price granted to employees and directors under escrow share agreements that are based on more than mere passage of time and require performance. The compensation expense was recorded under US GAAP when the shares became eligible for release. Under Canadian GAAP, no compensation expense was recorded for these escrow share agreements.

18



Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

  h)

Supplemental cash flow information

     
 

Under U.S. GAAP, the consolidated statements of cash flows for 2006, 2005 and 2004 would not show exploration expenditures under investing activities. These balances of $591,101, $419,546 and $298,084, respectively, would instead be included in cash flow from operating activities. This would result in cash flow from operating activities for 2006, 2005 and 2004 to be ($3,441,049), ($2,737,896) and ($495,147), respectively.

     
  i)

Issue of units

     
 

Under U.S. GAAP, the proceeds on the sale of units comprising shares and warrants are allocated to each instrument on a pro rata basis using the total fair value to determine the pro rata allocation.

     
  j)

Cash flow from operating activities

     
 

Under U.S. GAAP, cash flow from operating activities must be presented as the amount calculated after taking into effect the changes in non-cash working capital items. The disclosure of a subtotal referring to the amount of cash flow from operating activities before changes to working capital items is not permitted.

     
  k)

Deferred stripping costs

     
 

In June 2005, the Emerging Issues Task Force issued EITF 04-06 – Accounting for Post-Production Stripping Costs in the Mining Industry. The EITF requires that stripping costs incurred during the production phase of a mine are variable production costs that should be included in the costs of the inventory produced during the period that the stripping costs are incurred. The company has not yet reached the production phase of the YMC properties and as such, has no inventory in which to include any stripping costs. Once the company goes into production, it will account for stripping costs as per EITF 04- 06 for U.S. GAAP purposes. However, this may result in GAAP differences based on the proposed Canadian EIC D56 - Accounting for Deferred Stripping costs in the mining industry.

     
  l)

Accounting for changes and error corrections

     
 

During June 2005, the FASB issued SFAS No. 154, Accounting for Changes and Error Corrections. The new standard requires that entities which make a voluntary change in accounting principle apply that change retroactively to prior period financial statements, unless this would be impracticable. For changes in methods of depreciation, amortization or depletion for long-lived assets, the change must be accounted for prospectively, as a change in estimate. SFAS No. 154 is effective for the company’s 2006 financial statements and it has no impact on the company’s financial statements for the year ended December 31, 2006.

     
  m)

Defined Benefit Pension and Other Post-Retirement Benefit Plans

     
 

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Post retirement Benefit Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)”. SFAS No. 158 requires an entity to: (1) recognize the over-funded or under-funded status of a benefit plan as an asset or liability in the statement of financial position; (2) recognize the existing unrecognized net gains and losses, unrecognized prior service costs and credits, and unrecognized net transition assets or obligations in OCI; and (3) measure defined benefit plan assets and obligations as of

19



Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

 

the year-end date. The guidance is effective for the company’s December 31,2006 consolidated financial statements and does not apply to the company’s consolidated financial statements.

       
  n)

Inventory Costs

       
 

In November 2004, the Financial Accounting Standards Board(“FASB”) issued SFAS No. 151, “Inventory Costs”, to clarify that abnormal amounts of idle facility expense, freight, handling costs and wasted materials (spoilage) should be recognized as current period charges, and to require the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. The guidance was effective for inventory costs incurred during 2006 and did not have a material impact on the company’s consolidated financial statements.

       
  o)

Recent accounting pronouncements

       
 

Accounting standards that the company expects to adopt subsequent to December 31, 2006 on a prospective basis when applicable include the following:

       
  i)

Financial instruments-recognition and measurement, hedges, and comprehensive income

       
 

In January 2005, the CICA issued three new standards: “Financial instruments-recognition and measurement, hedges, and comprehensive income.” The main consequences of implementing standards are described below. The new standards will be effective for interim and annual financial statement commencing in 2007. Earlier adoption is permitted. Most significantly for the company, the new standards will require presentation of a separate statement of comprehensive income. Investment in marketable securities will be recorded in the consolidated balance sheet at fair value. Changes in the fair value of marketable securities will be recorded in income and changes in the fair value of investments reported in comprehensive income. The company is undertaking analysis of the impact of the new standards.

       
  iii)

Fair Value Measurements

       
 

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which establishes a framework for measuring fair value. It also expands disclosures about fair value measurements and is effective for the first quarter of 2008. The company is currently reviewing the guidance to determine the potential impact, if any, on its consolidated financial statements.

       
  v)

Uncertainty in Income Taxes

       
 

In July 2006, the FASB issued FIN No. 48, “Accounting for Uncertainty in Income Taxes”. FIN No. 48 prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its consolidated financial statements uncertain tax positions that it has taken or expects to take on a tax return (including a decision whether to file or not to file a return in a particular jurisdiction).Under the model, the consolidated financial statements will reflect expected future income tax consequences of such positions presuming the taxing authorities’ full knowledge of the position and all relevant facts, but without considering time values. The evaluation of tax positions under FIN No. 48 will be a two-step process whereby: (1) the company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position; and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the company would recognize the largest amount of tax benefit that is greater than50 percent likely of being

20



Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

realized upon ultimate settlement with the taxing authority. FIN No. 48 also revises disclosure requirements and introduces a prescriptive, annual, tabular roll-forward of the unrecognized tax benefits. The company is reviewing the guidance(which is effective for the first quarter of 2007) to determine the potential impact, if any, on its consolidated financial statements.

17 Financial instruments and concentration of risk

Fair values

The company’s financial instruments include cash and cash equivalents, short term investments, accounts receivable, customer deposits, accounts payable and accrued liabilities, other payable, bank loans, and amount due from YPCC. The fair values of these financial instruments approximate their carrying values.

Credit risk

The company maintains a substantial portion of its cash and cash equivalents with major financial institutions in Canada and China. Financial instruments that potentially subject the company to concentration of credit risk are primarily receivables. Management believes that any risk of loss is reduced due to the financial strength of the company’s major customers.

Foreign currency risk

A substantial portion of the company’s business is carried out in Chinese Renminbi, and the company maintains Renminbi denominated bank accounts. The company also has short-term investments in US dollars. Fluctuations in exchange rates between the Canadian dollar and PRC Renminbi and US dollar could have a material effect on the business, results of operations and financial condition of the company.

18 Commitments

Capital commitments - contracted but not accounted for

      As at December 31, 2006  
      RMB   $   
  MAP project   2,960,000     379,241  

The Company entered into a construction contract for MAP project to manufacture MAP, a major intermediate material in fertilizer production in 2006. The total contracted amount is RMB 3.2 million, of which RMB 0.24 million was paid during 2006.

Operating lease commitments

      As at December 31, 2006  
      RMB   $   
  Within 1 year   111,657     14,306  

Lease commitment mainly represents the rental contracts signed for the lease of offices and apartments.

21



Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

  Operating lease commitments            
      As at December 31, 2006  
      RMB   $   
  Within 1 year   75,633     9,690  

Lease commitment represents the rental contracts signed for the lease of 4 warehouses.

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 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

Xinjiang Tianren Chemical Company and its 100,000 mt NPK plant in northwest China which was part of the original Tianren agreement will no longer be part of our transaction and the share allocation has been reduced accordingly from 15.5 M to 13.3M shares.

19  Subsequent events

(a)  YMC’s Business License

Hubei Administration for Industry and Commerce (AIC) extended YMC’s Business License until March 31, 2007 by the direction of Central Ministry of Commerce based on a strong letter of support from the City of Yichang. This extension gave YPCC time to complete its first Registered Capital Contribution. The authorities have acknowledged that Spur has been in compliance since March of 2005 at which time Spur’s Registered Capital Contribution totalled $15.32 M in cash. YPCC made its first required Registered Capital contribution valued at $.3.69M for prior R&D expenses and $1.05M of other expenses in February of 2007. YPCC’s contribution has recently been approved by Hubei AIC thus completing the requirements for the renewal of the YMC Business License which should be issued in the near future. If there is further delay, Spur anticipates that the authorities will grant another extension. YPCC’s next and last Registered Capital contribution will be the two mining licenses.

22



Spur Ventures Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2006, 2005 and 2004
 
(Expressed in U.S. dollars)

(b) Stock Options

On January 3, 2007, the company granted options to an officer to purchase 200,000 common shares of the company, a new officer to purchase 100,000 common shares of the company, and an officer to purchase 50,000 common shares of the company at the exercise price of C$0.64 per share. The options become vested 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.

(c) Contribution of Capital by YPCC

Directors of YSC agreed to YPCC contributing its scientific achievement and previous expenses for the registered capital. YPCC’s scientific achievement is valued as RMB 28.8086 Million ($3.69 million), the previous expenses is valued as RMB 8.2337 Million ($1.05 million). YPCC will transfer its scientific achievement as contribution to YMC and as at the end of 2006 the contribution was in the process of verification and registration at AIC.

23


EX-99.2 3 exhibit99-2.htm ANNUAL INFORMATION FORM Filed by Automated Filing Services Inc. (604) 609-0244 - Spur Ventures Inc. - Exhibit 99.2

Toronto Stock Exchange: SVU

 
ANNUAL INFORMATION FORM
 

For year ended December 31, 2006

Dated: March 30, 2007


TABLE OF CONTENTS

  Page
   
PRELIMINARY NOTES 1
                   Financial Statements 1
                   Currency 1
                   Cautionary Statement Regarding Forward-Looking Statements 1
   
CORPORATE STRUCTURE 1
                   Name, Address and Incorporation 1
                   Intercorporate Relationships 2
   
GENERAL DEVELOPMENT OF THE BUSINESS 2
                   Three Year History and Significant Acquisitions 2
                   Year Ended December 31, 2004 2
                   Year Ended December 31, 2005 3
                   Year Ended December 31, 2006 5
DESCRIPTION OF THE BUSINESS 6
                   General 6
                   Risk Factors 7
DIVIDENDS 9
DESCRIPTION OF CAPITAL STRUCTURE 9
MARKET FOR SECURITIES 10
                   Trading Price and Volume 10
DIRECTORS AND OFFICERS 10
                   Name, Occupation and Security Holding 10
                   Directors’ Term 13
                   Committees of the Board of Directors 13
                                       Audit Committee 13
                                       Corporate Governance & Nomination Committee 14
                                       Compensation Committee 14
                   Cease Trade Orders, Bankruptcies, Penalties or Sanctions 14
                   Conflicts of Interest 15
   
AUDIT COMMITTEE INFORMATION 15
                   Audit Committee Mandate 15
                   Composition of the Audit Committee 15
                   Relevant Education and Experience 15
                   External Auditor Services Fees (By Category) 16
   
LEGAL PROCEEDINGS 16
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 16
TRANSFER AGENTS AND REGISTRARS 16
MATERIAL CONTRACTS 17
INTERESTS OF EXPERTS 17
                   Names of Experts 17
                   Interests of Experts 17

-i-


TABLE OF CONTENTS
(continued)

  Page
   
   
ADDITIONAL INFORMATION 17
   
SCHEDULE “A” AUDIT COMMITTEE CHARTER 1

-ii-


PRELIMINARY NOTES

In this Annual Information Form, Spur Ventures Inc., including all subsidiaries as the context requires, is referred to as the “Company”. All information contained herein is as at December 31, 2006 unless otherwise stated.

Financial Statements

All financial information in this Annual Information Form is prepared in accordance with accounting principles generally accepted in Canada (“Canadian GAAP”).

This Annual Information Form should be read in conjunction with the Company’s consolidated audited financial statements and notes thereto, as well as with the management’s discussion and analysis for the year ended December 31, 2006. The financial statements and management’s discussion and analysis are available at www.spur-ventures.com and under the Company’s profile on the SEDAR website at www.sedar.com.

Currency

All sums of money which are referred to in this Annual Information Form are expressed in lawful money of the United States, unless otherwise specified.

Cautionary Statement Regarding Forward-Looking Statements

This Annual Information Form contains “forward-looking statements”. Forward-looking statements include, but are not limited to, statements with respect to the estimation of mineral resources, the realization of mineral resource estimates, the timing and amount of estimated future production, costs of production, capital expenditures, success of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to international operations; actual results of planned expansion activities; changes in project parameters as plans continue to be refined, future prices of resources; possible variations in grade or recovery rates, accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed under “Description of the Business – Risk Factors”. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

CORPORATE STRUCTURE

Name, Address and Incorporation

Spur Ventures Inc. was incorporated under the laws of the Province of British Columbia with the name “Braymart Development Corporation” on July 24, 1986. The authorized capital consisted of 20,000,000 common shares without par value. On July 31, 1987 the Company's name was changed to “Spur

1


Industries Corporation”. On September 22, 1987, the Company's name was changed to “Spur Ventures Inc.” In December 1988, the Company conducted a public offering in Canada and became a reporting issuer under the British Columbia Securities Act. On July 31, 1991, the Vancouver Stock Exchange deemed the Company inactive. In June 1994, a reorganization program was initiated to reactivate the Company. Effective December 31, 1993, the Company's authorized capital was increased from 20,000,000 common shares to 100,000,000 Common Shares without par value and 100,000,000 Preferred Shares without par value, and on February 16, 1996 the Company's active status was restored. On June 17, 2004, the Company's authorized capital was increased from 100,000,000 Common Shares without par value and 100,000,000 Preferred Shares without par value to an unlimited number of Common Shares without par value and an unlimited number of Preferred Shares without par value.

The Company’s head and principal office is located at Suite 3083 - 595 Burrard Street, P.O. Box 49298, Bentall III, Vancouver, British Columbia, Canada V7X 1L3. The Company’s registered and records office is located at 10th Floor - 595 Howe Street, Vancouver, British Columbia, V6C 2T5.

Intercorporate Relationships

The Company has three active subsidiaries: Spur Chemicals (BVI) Inc. (directly held, and incorporated in the British Virgin Islands) and Yichang Spur Chemicals Ltd. and Yichang Maple Leaf Chemicals Ltd. (both indirectly held by the Company through Spur Chemicals (BVI) Inc. and incorporated in China).

The following chart sets forth the structure of the Company’s holdings in its subsidiaries and its current voting and equity interest therein.


GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History and Significant Acquisitions

Year Ended December 31, 2004

During the year ended December 31, 2004, the Company focused on developing an integrated fertilizer business in China. Operating performance was squeezed by rising raw materials prices and electricity shortages experienced in the Yichang area in the winter; however, the Company managed to operate on virtually a breakeven basis by closely monitoring production to meet the needs of its key customers and by increasing its fertilizer product prices to the extent to which the market would bear. The Company also found that the phosphoric acid supply for its operations was not reliable, because of limited availability. As a result, the Company decided to build a 60,000 tonne phosphoric acid plant for captive phosphoric

2


acid supply.

The 2004 loss of $1,864,038 increased from $935,085 in 2003 primarily due to $965,988 in non-cash stock-based compensation expenses during the period, required to be recorded in accordance with new Stock Based Compensation Accounting Standards, and an increase in consulting fees from $182,186 in 2003 to $272,890 in 2004. The increase in consulting fees was due to the acquisition of YSC and the renegotiation of the YMC joint venture, and the engagement of additional management. The increase in other expenses was mainly due to the incorporation of the operational results of YSC since the date of acquisition. The Company’s earnings from interest income increased to $141,095 in 2004 from $27,727 in 2003.

To date the Company has financed its operations principally through the sale of common shares and warrants. In June 2004, the Company raised $11,308,453 net cash through a brokered private placement. The Company’s management expect that the amount of interest will decrease as the Company continues to invest in its joint ventures in China, unless 1) the Company is able to obtain additional funds through the sales of its equity securities; and/or 2) the Company starts receiving positive cash flow from its interests in the Chinese joint ventures.

As of December 31, 2004, the Company had net working capital of $9,117,488, compared to $4,087,787 at December 31, 2003. During the period, the Company made a capital contribution of $1,870,848 to the YMC joint venture, which, together with the contribution of $380,315 made in prior periods, is consolidated in the balance sheet as at December 31, 2004.

Year Ended December 31, 2005

Sales for the year ended December 31, 2005 were $6,802,849, an 84% increase over sales of $3,695,981 in 2004 (three quarters), with sales volume of 29,816 mt and 20,342 mt respectively. YSC's cost of product sold reflected increases in raw material input costs of more than 30% and rock phosphate of approximately 47% over the course of the year. In spite of these increases, however, YSC's gross profit was $67,422 versus ($38,615) in 2004, due to improved operating efficiencies at YSC. EBITDA was ($180,089) for the year ended December 31, 2005, compared to ($72,717) in 2004.

Spur's total expenses for the year were $2,790,506 versus $2,261,937 in 2004. This $528,569 increase was due to several factors, including the engagement of a full time management team in China. Selling expenses were $266,506 in 2005 compared to $103,056 in 2004, reflecting increased sales volume and additional efforts to promote sales in a more competitive nitrogen/phosphate/potassium (“NPK”) market. Professional fees increased to $227,600 in 2005 from $138,871 in 2004, mostly attributable to higher audit related fees as Spur established better internal controls, Sarbanes Oxley Act implementation preparation and quarterly financial reviews. The increases in expenses were partially offset by decreases of $128,043 in consulting fees and $336,431 in stock based compensation. Short-term investments and guaranteed investment certificates generated interest income of $366,266 in 2005 versus $141,095 in 2004. EBITDA was ($2,147,405) for the year ended December 31, 2005, compared to ($1,511,806) in 2004. The 2005 loss was $2,818,806 or $0.06 per share, compared to $0.05 per share in 2004.

Inventory also increased to $2,604,680 at the end of 2005 compared to $934,711 at the end of 2004 in anticipation of 2005 spring sales and because of higher raw materials prices resulting in higher cost of goods sold. Accounts receivable increased to $401,787 at the end of 2005 from $156,542 in 2004. The Company granted credit to some long time customers to promote sales and overcome intense competition in the NPK market. The increase of $200,479 in prepaid expenses at the end of 2005 from the balance of $79,789 at the end of 2004 reflected the increased production activities.

As of December 31, 2005, the Company maintained a balance of cash and cash equivalents of $25.0 million, of which $15.5 million was held in two major Canadian banks. There was $9.5 million held in YMC and YSC accounts with two major banks in China, of which $9.1 million was deposited in Canadian dollars, and $0.4 million was working capital in Chinese renminbi. The Company has complete

3


control over the disbursements from the YMC registered capital accounts. The Company also had US-dollar-denominated short-term investments of $5.8 million, which have more than 90 day maturity periods, with two major Canadian financial institutions.

The construction and commissioning of a 60,000 tonnes per annum (“tpa”) phosphoric acid plant was successfully completed in March 2005. The original budget for the phosphoric acid plant and related infrastructure was $4.78 million. In the course of detailed engineering it was determined that significant additional plant foundation was required due to poor soil conditions. In addition, the continued rapid growth in the Chinese economy resulted in significant increases in the price of raw materials including steel and cement. The final estimated construction cost was $5.88 million, bringing the project within 23% of the original budget under difficult conditions. Construction took approximately 6 months, a substantially shorter timeframe than forecast, and significantly shorter than what would have been achievable in North America.

The Company appointed its first Chief Executive Officer, Dr. Robert J. Rennie, on March 3, 2005. Dr. Rennie has over 20 years experience in the fertilizer business, first in R&D with Esso Chemical and then with Agrium Inc. where he led the successful growth of Agrium’s retail and wholesale investments in Argentina. Dr. Rennie retired from Agrium as Vice President, South America and VP of Corporate Relations.

On June 29, 2005, the Company entered into an initial agreement to acquire the fertilizer related assets of Hebei Tianren Chemical Corporation (“Tianren”), a Chinese holding company, and to merge the management teams and assets of both companies. Pursuant to the agreement assets to be acquired include:

1. A 51% interest in Xinjiang Tianren Chemicals Ltd. which has a 100,000 tpa compound NPK plant in Xinjiang Uigur Autonomous Region.

2. A 75% interest in Tianding Chemical Company (“Tianding”) which has a 100,000 tpa compound NPK plant in Qinhuangdao, Hebei Province. Tianding also has one of the largest fertilizer bagging facilities in China with current production under contract of over 28 million bags per annum for Tianren and other large fertilizer producers with long-term stable distribution contracts. The bagging plant generates a positive EBITDA and is a key part of the logistics of distributing fertilizers within the country.

3. An 80% direct interest in Tianren Agriculture Franchise Company (“TAFC”), a large fertilizer marketing company based in Qinhuangdao, Hebei Province. In addition the Company will acquire a further 15% indirect interest through Tianding’s ownership of TAFC.

4. A 60% interest in Hubei Yichang Tianlong Industry Company, a raw materials sourcing and fertilizer trading company based in Yichang, Hubei Province where the Company’s current facilities are also located.

The Company agreed to acquire these assets in consideration of the issue to Tianren of approximately 15.5 million shares of the Company, such shares to be held in escrow for a 24 month period, and subject to a voting rights restriction that limits the shares that can be voted to 19.9% of the Company’s issued and outstanding shares. The transaction was negotiated at arm’s length and made subject to due diligence, stock exchange and all other regulatory approvals, and standard closing conditions. See "Year ended December 31, 2006" regarding the status of this transaction.

In July 2005, the Company completed a private placement for 17,142,858 units of securities resulting in proceeds of approximately $24 million. Each unit was priced at C$1.75 and consisted of one share and one half of one warrant to purchase an additional share for a period of two years at a price of C$2.00. The Company paid a 6% commission on the proceeds of the private placement. The net proceeds are being used to fund the Company’s development projects in China and for general corporate purposes.

4


Year Ended December 31, 2006

YSC produced 39,844 metric tonnes (“mt”) of NPK fertilizer in 2006, compared to 33,442 mt in 2005. The plant was shut down for a total of 30 days for routine maintenance, 60 days due to a dispute with the Agricultural Bank of China and then again for 199 hours due to electricity shortages.

Sales for year ended December 31, 2006 were $7,697,039, a 13% increase over the sales of $6,802,849 in 2005, with sales volume of 34,695 mt in 2006 compared to 29,816 mt in 2005. Cost of product sold amounted to $7,522,658 as compared to $6,735,427 in 2005. Gross profit was $174,381 versus $67,422 in 2005, reflecting the benefits of YSC’s improved operating efficiencies and despite raw materials price increases.

Annual net loss was $6,469,804 or $0.11 per share. Management is required on an ongoing basis to determine if the undiscounted cash flows of each asset are less than its carrying value and, if so, to estimate and record an impairment charge. The carrying cost of YSC is justified when YSC production reaches 70,000 mt/yr. Over the last three years production has averaged less than 40,000 mt each year due a series of one-time events including interruptions in electrical supply, slowness in the transfer of the mining licenses and an undisclosed loan by its joint venture partner, YPCC plus plant down time for our Q01, 2006 debottlenecking project. Spur management has thus decided to take a conservative approach and has booked a non-cash impairment charge of $4,328,622, or 51% of the book value of YSC even though YSC should produce 70K mt/yr by 2008. Before this impairment charge annual net loss was $2,161,523 or $0.04 per share, compared to $2,818,806 or $0.06 per share in 2005.

Total expenses for the year ended December 31, 2006 were $4,040,124 versus $2,790,506 in 2005. There were a number of reasons for this $1,249,618 increase, including a number of additions to the management team in China. Depreciation and amortization increased to $332,760 in 2006 from $106,128 in 2005. Rent increased from $84,616 in 2005 to $238,593 as the Company moved into a larger office in Vancouver and expanded office space in Yichang. Selling expenses were $331,938 in 2006 compared to $266,506 in 2005, reflecting increased sales volume and additional efforts to promote sales in a more competitive NPK market. Professional fees increased to $621,795 in 2006 from $227,600 in 2005, mostly attributable to higher audit related fees (as Spur established better internal controls), Sarbanes Oxley Act implementation preparation and quarterly financial reviews. Transfer agent and filing fees increased to $141,831 from $24,361 in 2006, a result of the change in the listing of the Company’s shares to the TSX from the TSX Venture Exchange. The increases in expenses were partially offset by the decrease of $277,124 in stock based compensation. The Company's short-term investments and guaranteed investment certificates generated interest income of $1,168,316 in 2006 versus $366,266 in 2005.

The Company’s cash and cash equivalents and short-term investments at the end of 2006 amounted to $26,497,945, as compared with $30,755,711 at the end of 2005, including $11.0 million in cash. Of this amount $5.5 million is held in two major Canadian banks and $5.5 million held in YMC and YSC accounts with major banks in China. The amounts on deposit in China consist of $4.5 million in Canadian dollars and $1.0 million in Chinese renminbi for working capital. The Company has complete control over the disbursements from the YMC registered capital accounts. The Company also has US dollar denominated short-term investments of $15.5 million, which have more than 90 days maturity periods, with two major Canadian financial institutions.

Inventory decreased to $2,429,443 at the end of 2006 from $2,604,680 at the end of 2005. Accounts receivable increased to $1,247,384 at the end 2006 from $401,787 in 2005. The Company granted credit to some long-time customers to promote sales and attempt to overcome intense competition in the NPK market. The increase of $318,848 in prepaid expenses at the end of 2006 from the balance of $280,268 at the end of 2005 reflected the increased production activities.

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

The Company substantially completed its due diligence for the Tianren acquisition late in the fourth quarter of 2005 and, on June 18, 2006, entered into the final agreement setting out the details concerning

5


the actual transfer of the interests and the time frame for doing so. The Company is now partnering with Tianren to work with the Chinese authorities on the various approval processes, both in China and in Canada, and will work to obtain all approvals required by the TSX. In this regard, and anticipating delays in getting approvals in China for the Tianren acquisition, by an amending agreement made as of the 20th of December, 2006 the Company agreed to extend the closing date for the acquisitions to September 30, 2007, to remove the Xinjiang shares from the transaction and to reduce the number of Spur shares to be issued to Tianren to approximately 13.3 million shares.

Management believes that the Company has sufficient funding to meet its obligations and maintain administrative and operational expenditures for at least the next 12 months. The Company may in future obtain equity financing to supplement its working capital to advance the Yichang project as described below, and may rely on any or a combination of equity financing, bank loans, and the participation of strategic partners.

DESCRIPTION OF THE BUSINESS

General

Yichang Integrated Phosphate Mining and Fertilizer Project

The Company’s strategy is to build, through its majority owned joint ventures YSC and YMC, an integrated operation that includes phosphate mining, production of high analysis compound fertilizers and the distribution and sale of fertilizers in China.

To implement its strategy of integration from raw materials supply to fertilizer production, Spur originally planned to build an NPK complex close to its phosphate mines. However in late 2003 an opportunity emerged to form a new Sino-foreign joint venture with Xinyuan Chemicals Ltd. Xinyuan owned a 100,000 tpa NPK plant, built in 1999 and commissioned in 2000 at a cost of 50 million renminbi. The original shareholders, Yichang Phosphorus Chemical Industrial Company (YPCC) (60%) and Yidu Chuxing Industrial and Trade Group (40%) had experienced operational difficulties and raw material shortages. Purchasing this facility allowed Spur to advance its plans to enter into NPK production within two years.

The fertilizer complex is located in Zhicheng Township, Yidu City, Yichang Municipality, Hubei Province, and employs 240 people including 198 full-time and 42 contract labourers.

YSC successfully completed construction and commissioning of a 60,000 tpa phosphoric acid plant on March 31, 2005 thus reducing its dependence on purchased phosphoric acid.

YMC is a phosphate mining company that is 78.72% owned by Spur Chemicals (BVI) Inc., with the remaining 21.28% owned by YPCC. YMC is in the initial phases of developing its mining operations and employs 10 people. The mining operations are dependent upon YMC obtaining approval of the transfer of the mining licences from YPCC to YMC. See "Risk Factors" below, under the heading "The Company’s operations require approvals, licenses and permits from governing Chinese authorities, which may not be granted", for additional information concerning the transfer of such licences in China.

YPCC owns the rights to two phosphate deposits, the Dianziping and Shukongping deposits. The deposits are located approximately 100 km north/northwest of Yichang City. These rights are to be transferred to YMC.

The Company anticipates that, once the mining licences are transferred to YMC from its joint venture partner, the project will result in a 700,000 tpa mining operation at Dianziping and 500,000 tpa at Shukongping, for a total annual production of 1.2 million mt/year of ore.

The Company may merge the two joint ventures in the future, which will integrate phosphate rock mining

6


with downstream chemical processing to produce high-analysis phosphate fertilizers for sale in China (the "Yichang Project"). The Company anticipates that the joint venture interests it acquires pursuant to the Tianren acquisition, if any, will be kept in their current form.

Risk Factors

An investment in the securities of the Company should be considered speculative due to the nature of the business of the Company and involves significant risks which should be carefully considered by prospective investors before purchasing such securities. In addition to the other information set forth elsewhere in this Annual Information Form, the following risk factors should be given special consideration when evaluating trends, risks and uncertainties relating to the Company’s business. Any of the following risks could have a materially adverse effect upon the Company, its business and future prospects. In addition, other risks and uncertainties not presently known by management of the Company could adversely affect the Company and its business in the future.

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 has a volatile 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 has recently implemented measures to control inflation, which are intended to have the effect of significantly restraining economic expansion. Consequently, the government’s pursuit of economic reforms may adversely affect the Company's business. It is also possible that inflation in China will cause the cost of the Company’s products to be uneconomic for the rural farming community that makes up the Company’s market.

Investment in China can be adversely affected by significant political, economic and social uncertainties

Any change in laws and policies by the Chinese government could adversely affect the Company’s investment in China. The Chinese government has been pursuing economic reform and open door policies since 1978. The general development pattern in the last 25 years shows that the political environment in China has been improving gradually. Circumstances such as a change in leadership, social or political disruption or unforeseen circumstances may affect significantly or encumber the Chinese government's abilities to pursue such policies.

Mineral and fertilizer prices have historically fluctuated substantially

These prices are affected by numerous factors beyond the Company’s control, including international, economic and political trends, expectations for inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and world wide production levels. The effects of these factors cannot be accurately predicted. The economics of mining and fertilizer production are also affected by operating costs, variation in the grade of mined mineralized material and fluctuation in the price of fertilizer products.

7


The Company’s operations require approvals, licenses and permits from governing Chinese authorities, which may not be granted

For example, an amendment to the Company’s joint venture contract with YMC must be approved by the Ministry of Commerce and the National Development and Reform Commission. Failure to receive final approval could place at risk Company funds forwarded to YMC and its ownership of the YMC phosphate deposits. YPCC, the Company’s joint venture partner in the YMC joint venture, has yet to make its equity contribution of the mining licenses for the Dianziping and Shukongping mining licenses, as a result of which YMC may be required to apply to the Hubei Administration for Industry and Commerce for an extension of the time in which such equity contribution can be made and for YMC's business licence. If such extension or extensions are not granted, the transfer of the mining licences to YMC and subsequent mining of the Dianziping and Shukongping deposits by YMC may be in jeopardy.

In addition, the Company has entered into a merger and acquisition agreement with Tianren with respect to Tianren's shareholdings in several companies. The transactions contemplated by this agreement are also subject to the approval of several levels of Chinese government, and failure to obtain such approvals may prevent the Company and Tianren from completing such transactions.

The Company will need additional capital to finance its phosphate mining and fertilizer projects in China

The Company has insufficient cash to fully develop the phosphate mine and complete the Yichang Project such that it achieves desired annual production levels. The Company estimates it needs approximately US$150 million to do so, of which it has approximately US$25 million. The Company may rely on a combination of equity financing, bank loans and participation of strategic partners, but there is no assurance such amounts will be available, or if available, on favorable terms.

Raw materials costs and transportation costs are rising

The continued rapid growth in the Chinese and Indian economies and ongoing consumer demand from a relatively stable U.S. economy are driving up the prices of international commodities and transportation costs worldwide. Rising raw material and ocean freight costs, and increasing transportation costs within China have had and will continue to have an adverse effect on the profits of fertilizer producers.

The Company’s operations may encounter risks that are not insurable

The Company may become subject to liability for mining risks, pollution or other hazards against which it cannot insure or against which it may elect not to insure because of high premium costs or other reasons. The payment of such liabilities would reduce the funds available for other activities of the Company. Payment of liabilities for which the Company does not carry insurance may have a material adverse effect on the financial position of the Company.

Conflicts of Interest

Certain directors and officers may have conflicts of interest arising from similar positions they hold in other natural resource companies. It is possible that certain opportunities may be offered to both the Company and to such other companies, and further that such other companies may participate in the same opportunities in which the Company has an interest. In exercising their powers and performing their functions, the directors of the Company are required to act honestly and in good faith and in the best interest of the Company, and to exercise the care, diligence and skill of a reasonably prudent person.

8


DIVIDENDS

The Company has neither declared nor paid any dividends to date on its outstanding shares. The Company intends to retain any future earnings to finance the development of its properties, and accordingly, does not anticipate paying any dividends in the foreseeable future.

DESCRIPTION OF CAPITAL STRUCTURE

The authorized share capital of the Company consists of an unlimited number of common shares. As at the date of this Annual Information Form, 58,740,520 common shares of the Company were issued and outstanding as fully paid and non-assessable shares.

The holders of the common shares are entitled to receive notice of and to attend and vote at all meetings of the shareholders of the Company and each common share confers the right to one vote in person or by proxy at all meetings of the shareholders of the Company. The holders of the common shares, subject to the prior rights, if any, of the holders of any other class of shares of the Company, are entitled to receive such dividends in any financial year as the board of directors of the Company may by resolution determine. In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of the common shares are entitled to receive, subject to the prior rights, if any, of the holders of any other class of shares of the Company, the remaining property and assets of the Company.

The Company is also authorized to issue an unlimited number of preferred shares, none of which are issued. Preferred shares may be issued in series, in such numbers and with such designation and special rights and restrictions as may be determined by the directors. Holders of preferred shares would have no right to vote at meetings of common shareholders. They would have priority over common shareholders in the event of a dissolution or winding-up of the Company.

The Company has a stock option plan pursuant to which the directors of the Company are authorized to grant options to directors, officers, employees and consultants of the Company and its subsidiaries on up to 8,000,000 common shares. As of June 22, 2005, the date the directors approved the creation of the plan, options to purchase 1,600,000 common shares were outstanding, exercisable at a price of $0.60 per share to May 6, 2008. Since that date, additional options have been issued.

There currently are the following options outstanding pursuant to the plan:

 STOCK OPTIONS (pursuant to Plan)  
      Exercise Market Price
Date Issued Expiry Date Number Price Date of Grant
         
April 4, 2003 May 6, 2008 100,000 $0.60 $0.60
June 19, 2003 June 19, 2008 435,000 $1.20 $1.20
Oct 12, 2004 Dec 31, 2008 200,000 $1.50 $1.61
July 23, 2004 July 23, 2009 1,250,000 $1.50 $1.47
Mar. 3, 2005 Mar. 3, 2010 500,000 $1.80 $1.79
Sept. 16, 2005 Sept. 16, 2010 200,000 $1.50 $1.46

9



 STOCK OPTIONS (pursuant to Plan)  
      Exercise Market Price
Date Issued Expiry Date Number Price Date of Grant
         
Mar 14, 2006 Mar 14, 2011 200,000 $1.50 $1.49
July 4, 2006 July 4, 2011 625,000 $1.03 $1.03
Jan 3, 2007 Jan 3, 2012 350,000 $0.64 $0.64
         
TOTAL OUTSTANDING 3,860,000    

MARKET FOR SECURITIES

Trading Price and Volume

The Company’s shares are listed for trading through the facilities of the TSX under the symbol “SVU”. Prior to August 22, 2006, the Company's shares traded on the TSX Venture Exchange, and thereafter on the TSX. During the period from January 1, 2006 to February 28, 2007, the Company’s shares traded as follows:


Month
Volume (Daily
average)

High (Cdn$)

Low (Cdn$)
February 2007 348,900 0.61 0.48
January 2007 164,000 0.79 0.55
December 2006 291,300 0.69 0.57
November 2006 128,300 0.78 0.55
October 2006 59,400 0.82 0.56
September 2006 41,900 1.05 0.65
August 2006 43,500 1.17 0.96
July 2006 63,900 1.14 0.96
June 2006 30,300 1.16 0.91
May 2006 69,500 1.25 0.86
April 2006 50,800 1.40 1.15
March 2006 30,900 1.61 1.27
February 2006 35,100 1.60 1.25
January 2006 56,600 1.70 1.25

DIRECTORS AND OFFICERS

Name, Occupation and Security Holding

The name, municipality of residence, positions held with the Company, and principal occupation of each director, officer and executive officer of the Company within the five preceding years as at the date of this

10


Annual Information Form, is as follows:

Name, Province and
Country of Residence,
and Position with the
Company


Principal Occupation
within the five preceding years

Period of Service
as a Director or
Officer

Number of
Shares and % of
Class (1)
Steven G. Dean
British Columbia, Canada
Chairman & Director
Chairman and Director of the Company,
formerly President and a Director of Teck
Cominco Limited (1999-July 2002).
June 2003 to Present

1,165,000
common shares,
or 1.983%
Robert J. Rennie
British Columbia, Canada
President, CEO & Director
Chief Executive Officer and Director of the
Company, formerly Vice President of
Agrium.
March 2005 to Present

30,000 common
shares, or 0.051%
Robert G. Atkinson
British Columbia, Canada
Vice Chairman & Director

Director and Vice Chairman of the
Company, Director of Quest Capital Corp
from July 2002 to July 2003, formerly
President and CEO of Loewen Ondaatje
McCutcheon & Co Ltd.
March 1996 to Present



692,050 common
shares, or 1.178%


Ruston Goepel
British Columbia, Canada
Independent Director
Director of the Company, Senior Vice
President of Raymond James Ltd.; formerly
founding partner and CEO of Goepel Shields
& Partners.
June 2003 to Present


170,000 common
shares, or 0.289%

John Van Brunt
British Columbia, Canada
Chairman & Director
Director and Vice Chairman of the
Company, formerly Chief Executive Officer
of Agrium.
July 2004 to Present

40,000 common
shares, or 0.068%
David Black
British Columbia, Canada
Independent Director
Director of the Company, Retired Partner
DuMoulin Black LLP, barristers and
solicitors , Director of a number of public
companies
June 2000 to Present


30,000 common
shares, or 0.051%

Michael Kuta
British Columbia, Canada
Corporate Secretary


Corporate and mining lawyer, General
Counsel and Secretary of the Company and
Amerigo Resources Ltd., formerly in private
practice of law (2004-2005) and Vice-
President, Corporate Development,
Searchlight Systems Ltd. (2002-2004).
August 2005 to Present




3,000 common
shares, or 0.005%



Joel Jeangrand
British Columbia, Canada
VP – Corporate
Development
Vice President – Corporate Development of
the Company, formerly General Manager of
Coleman Associates Consulting Ltd., former
Vice President of Eramet China and Asian
Sales Manager of Comilog – Hong Kong
March 2006 to Present



0



Zhai Jidong
China
Chief Operating Officer


Chief Operating Officer of the Company,
former Director & President of Huaying
Phosphorus Company Ltd., China-Japanese
ITOCHOU joint venture.Vice President &
Chief Economist of Sino-Arab Chemical
Fertilizers Company Ltd.,
July 2006 to Present




0





(1)

As a group, all directors and executive officers beneficially own, directly or indirectly, or exercise control or direction over, a total of 2,130,050 common shares, representing 3.6% of the issued and outstanding common shares of the Corporation as at March 29, 2007.

Steven G. Dean - Director and Chairman of the Board since June 2003

Mr. Dean is a Fellow of the Institute of Chartered Accountants of Australia, a Fellow of the Australasian Institute of Mining and Metallurgy and a Member of the Canadian Institute of Mining, Metallurgy and Petroleum. He has extensive experience in mining, most recently as President of Teck Cominco Limited until his retirement in July 2002. He is also Chairman of Amerigo Resources Ltd., a copper production company with a tailings re-treatment facility near Santiago, Chile whose shares are traded on the Toronto

11


Stock Exchange, a director of GRD Limited, whose shares trade on the Australian Stock Exchange, and Chairman and a director of Ospraie Gold Ltd., a private gold investment corporation.

Robert J. Rennie – President, Chief Executive Officer and Director since March 2005

Dr. Rennie joined the Company as its first Chief Executive Officer in March of 2005 after taking early retirement from Agrium Inc. He served in several roles in Agrium including Vice President of New Products R&D and finally as Vice President of South America and Vice President of Corporate Affairs. He led Agrium’s entry into Argentina building the world’s largest single train urea plant, a joint venture with Spain’s Repsol-YPF. He also turned around Agrium’s struggling retail business, Agroservicios Pampeanos. When he retired, the South American operations accounted for 25% of Agrium’s profitability and were its most profitable corporate entities. Dr. Rennie serves as Vice Chairman of the Agriculture Committee of the International Fertilizer Industry Association and as Co-Chair with the Alberta Minister of Innovation and Science of the Alberta Life Sciences Institute and the Latin American Research Centre of the University of Calgary. Dr. Rennie holds a PhD from the University of Minnesota.

John Van Brunt – Director and Vice Chairman since July 2004

Until his retirement in 2003, Mr. Van Brunt was Chief Executive Officer of Agrium, the world’s largest producer of nitrogen fertilizers. He managed the initial IPO of Cominco Fertilizers (now Agrium Inc.) in 1993, and then built the company through mergers and acquisitions from sales of US$250M to $3.0 billion. At the time of his retirement Mr. Van Brunt was Vice Chairman of the Agrium Board. Mr. Van Brunt is also past-President of the International Fertilizer Industry Association and past-Chairman of the Board of Directors of the Fertilizer Institute in Washington.

Robert G. Atkinson – Director since March 1996, Vice Chairman since June 2003

Mr. Atkinson has been in the investment industry for over 30 years. He is former President and CEO of Loewen Ondaatje McCutcheon & Co Ltd., a Canadian investment dealer. Mr. Atkinson also serves as a Director of Quest Capital Corp, a Toronto Stock Exchange listed company whose business emphasis is in merchant banking. Mr. Atkinson received a B.Comm. degree from the University of British Columbia in 1963.

David Black – Director since June 2000

Mr. Black is a retired corporate and securities lawyer and former partner and associate counsel with DuMoulin Black, a law firm established in 1966 specializing in the provision of corporate, securities and finance legal services to natural resource and commercial/industrial companies. Mr. Black is a director of Southwestern Resources Corp., a company listed on the Toronto Stock Exchange, and of a number of other companies with operations in China.

Ruston Goepel - Director since June 2003

Mr. Goepel is Senior Vice President, Raymond James Ltd. He entered the investment business in 1968. He was a founding partner and CEO of Goepel Shields & Partners, a national securities dealer which was acquired in January, 2001 by Raymond James Inc., a large U.S. brokerage firm. Mr. Goepel is also a director of TELUS Corporation Premium Brands Ltd. and Baytex Energy Trust.

12


Michael Kuta – General Counsel and Corporate Secretary since August 2005

Mr. Kuta is a member of the British Columbia and Canadian Bar Associations. Mr. Kuta has more than 20 years experience in corporate commercial, securities and taxation law, in both private and public practice. Mr. Kuta was an associate lawyer at Thorsteinssons LLP, Tax Lawyers, Vice-President, Law at The Loewen Group and InsulPro Industries, and Director, Content Development for the Thomson Corporation. Mr. Kuta has experience in domestic and international business acquisitions and combinations and finance. He has an HBA (Honours in Business Administration) degree from the University of Western Ontario, and an LLB from the University of British Columbia. Mr. Kuta is also General Counsel and Corporate Secretary for Amerigo Resources Ltd., a company listed on the TSX, GHG Resources Ltd., a company listed on the TSX Venture Exchange and Ospraie Gold Ltd., a private gold investment company, and is a director of Nikos Explorations Ltd. and SNS Silver Corp., companies listed on the TSX Venture Exchange

Joel Jeangrand – Vice President – Corporate Development since March 2006

Mr. Jeangrand has more than 15 years experience in business development, most of which he spent in the greater China region. Mr. Jeangrand worked for 12 years with Eramet in its Mining and Metallurgical Group in various capacities of increasing responsibility. He was Vice President - Eramet International in Hong Kong and Asian Sales Manager of Comilog Far East from 1998 to 2003. His most recent position was at Coleman Associates Consulting in Vancouver where he was Senior Consultant in Business Strategy. Mr. Jeangrand holds an Executive Masters of Business Administration, from Simon Fraser University, Vancouver.

Zhai Jidong – Chief Operating Officer since July 2006

Mr. Zhai has more than 19 years experience in fertilizers business management, including production and marketing. Mr. Zhai was formerly Director and President of Qinhuangdao Huaying Phosphoric Acid Co. Ltd. (a joint venture between a Chinese state-owned company and Japan’s ITOCHU) and Chief Economist of Sino Arab Chemical Fertilizers Co. Ltd. (a joint venture among CNCCC of China, GCT of Tunisia and PIC of Kuwait, three large state-owned companies). Mr. Zhai currently is Vice Chairman of the China Phosphate Industry Association, a director of the China Sulphuric Acid Industry Association and a member of both the Agriculture Committee of the International Fertilizer Industry Association and of the Hebei Committee of the Chinese People's Political Consultative Conference. Mr. Zhai holds a B.Sc. degree from Tianjin Nankai University and a Masters degree in economics from Hebei University. There is no family relationship among any of the directors or officers of the Company identified above. There is no arrangement or understanding with major shareholders, customers, suppliers or others pursuant to which any director or officer was selected as a director or officer of the Company.

Directors’ Term

The officers of the Company are elected by the Board of Directors as soon as possible following each annual general meeting and shall hold office for such period and on such terms as the board may determine. There are no service contracts between the Company and any of its directors providing for benefits upon termination of their employment or service.

Committees of the Board of Directors

The committees of the board of directors of the Company and the directors serving on each of the committees are described below:

Audit Committee

The Audit Committee is presently comprised of Messrs. Atkinson, Goepel and Black, all of whom are independent directors and “financially literate”, meaning that they are able to read and understand

13


financial statements and to understand the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. Mr. Atkinson, Chairman of the Audit Committee, has accounting or related financial management expertise. The Audit Committee must consist of not less than three Directors as determined by the Board, all of whom qualify as independent directors and who are free from any relationship that would interfere with the exercise of their independent judgment as members of the Audit Committee.

The primary function of the Audit Committee is to assist the Board in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. The Audit Committee is also responsible for monitoring compliance with applicable laws and regulations and the systems of internal controls. The Audit Committee has the authority to retain special legal, accounting or other consultants to advise the Audit Committee. The Audit Committee may request any, director, officer or employee of the Company, or the Company’s outside counsel or independent auditor, to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. The Board has adopted an Audit Committee Charter. The Audit Committee reports to the Board after each Committee meeting.

Corporate Governance and Nominating Committee

The members of the Corporate Governance and Nominating Committee are Messrs. Goepel (Chairman), Van Brunt and Black, all of whom are independent of management. This committee is responsible for the Company's overall corporate governance and oversees the orientation program for new directors. In its report to the Board of Directors, the committee recommends names for election to the Board of Directors and from time to time recommends candidates to fill Board vacancies and newly created Director positions.

Compensation Committee

The Compensation Committee is comprised of Messrs. Van Brunt (Chairman), Atkinson and Dean. This Committee has the responsibility for determining compensation for the directors and senior management. To determine compensation payable, the Compensation Committee reviews compensation paid for directors and senior management of companies of similar size and stage of development in the mineral exploration, mining and fertilizer industries, and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Company. In setting compensation the Committee annually reviews the performance of the CEO in light of the Company's objectives and considers other factors that may have impacted the success of the Company in achieving its objectives.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

None of the Company’s directors or executive officers or any shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:

  (a)

is, as at the date of this AIF or has been, within the ten years before the date of this AIF, a director or executive officer of any company, that while that person was acting in that capacity;

       
  (i)

was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;

       
  (ii)

was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a

14



  cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or
       
  (iii)

within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

       
  (b)

has, within the ten years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officer or shareholder.

Conflicts of Interest

Certain of the Company’s directors and officers serve or may agree to serve as directors or officers of other reporting companies or have significant shareholdings in other reporting companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the Company’s directors, a director who has such a conflict will abstain from voting for or against the approval of such a participation or such terms and such director will not participate in negotiating and concluding terms of any proposed transaction. From time to time, several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program. It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment. Under the laws of the Province of British Columbia, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company. In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

Audit Committee Mandate

The Company’s audit committee has a charter (the “Audit Committee Charter”) in the form attached to this AIF as Schedule “A”.

Composition of the Audit Committee

The following are the members of the Company’s Audit Committee:

  Robert Atkinson (Chairman) Independent (1) Financially literate (1)
  David Black Independent (1) Financially literate (1)
  Ruston Goepel Independent (1) Financially literate (1)

(1) As defined by Multilateral Instrument 52-110 (“MI 52-110”).

Relevant Education and Experience

A description of the education and experience of each audit committee member that is relevant to the

15


performance of his or her responsibilities as an audit committee member may be found above under the heading “Directors and Officers: Name, Occupation and Security Holding”.

External Auditor Services Fees (By Category)

The aggregate fees billed by the Company’s external auditors in the last two fiscal years in Canadian dollars are as follows:

                     Fee Summary                                    2006                                    2005
Audit Fees $56,000 $52,000
Audit of Subsidiary $81,000 $72,000
Quarterly Reviews $74,000 $65,100
Consultations $- $10,000
Procedures done on prospectus $- $5,000
Total Audit Services $211,000 $204,100
Tax Services $- $-
Other Services $11,000 $-
Total tax and other services $222,000 $204,100

LEGAL PROCEEDINGS

The Company is not a party to any material legal proceedings and is not aware of any such proceedings known to be contemplated.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, no director, executive officer or principal shareholder of the Company, or any associate or affiliate of the foregoing, have had any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year prior to the date of this Annual Information Form that has materially affected or will materially affect the Company.

TRANSFER AGENTS AND REGISTRARS

The Company’s transfer agent and registrar is Computershare Trust Company of Canada, 510 Burrard Street, 2nd Floor, Vancouver, British Columbia, V6C 3B9. The Company has appointed Computershare Trust Company of Canada, as its co-transfer agent and registrar.

16


MATERIAL CONTRACTS

1.

Acquisition and Merger Agreement between Hebei Tianren Chemical Corporation and Spur Ventures Inc. dated June 29, 2005.

2.

Final Acquisition and Merger Agreement between Hebei Tianren Chemical Corporation and Spur Ventures Inc. dated June 18, 2006.

3.

Amending Agreement to the Final Acquisition and Merger Agreement dated December 20, 2006.

INTERESTS OF EXPERTS

Names of Experts

PricewaterhouseCoopers LLP (“PWC”) of Suite 700, 250 Howe Street, Vancouver, British Columbia, V6C 3S7, are the auditors for the Company. PWC certified the auditors’ report on the annual financial statements of the Company for the year ended December 31, 2006.

Interests of Experts

Neither the expert named under “Names of Experts”, nor any designated professionals (as such term in defined in Form 51-102F2) of that expert, when or after the expert prepared the report, has received or is about to receive any registered or beneficial interests, direct or indirect, in any securities or other property of the Company or of one of the Company’s associates or affiliates (based on information provided to the Company by the experts) or is or is expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR at www.sedar.com.

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, where applicable, is contained in the Company’s Information Circular for its most recent annual general meeting of securityholders that involved the election of directors.

Additional financial information is provided in the Company’s consolidated financial statements and management’s discussion and analysis for the 12 months ended December 31, 2006.

17


SCHEDULE “A”

AUDIT COMMITTEE CHARTER

(Effective October 4, 2004)

A. Audit Committee Purpose

The Board of Directors of the Corporation has an overall responsibility to oversee the affairs of the Company for the benefit of the shareholders. The Audit Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibilities. The Audit Committee’s primary duties and responsibilities are to:

  • Ensure the effectiveness of the overall process of identifying and addressing principal business risk and the adequacy of the related disclosure
  • Monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting and legal compliance
  • Monitor the independence of the and performance of the Company’s independent auditors
  • Provide an avenue of communications among the independent auditors, management and the Board of Directors
  • Encourage adherence to, and continuous improvement of, the Company’s polices, procedures and practices at all levels

The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent auditors as well as anyone in the organization. The Audit Committee has the ability to retain, at the Company’s expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.

B. Audit Committee Composition and Meetings

Audit Committee members shall meet the requirements of the appropriate securities regulators. The Audit Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be independent non-executive directors, free from any relationship that would interfere with the exercise of his or her independent judgement. All members of the Committee shall have a basic understanding of finance and accounting and be able to read and understand fundamental financial statements, and at least one member of the Committee shall have accounting or related financial expertise.

Audit Committee members shall be appointed by the Board. If the Audit Committee Chair is not designated or present, the members of the Committee may designate a Chair by majority vote of the Committee membership.

The Committee shall meet at least four times annually, or more frequently as circumstances dictate. The Audit Committee Chair shall prepare and/or approve an agenda in advance of each meeting. The Committee should meet privately in executive session at least annually with management, the independent auditors and as a committee to discuss any matters that the Committee or each of these groups believe should be discussed. In addition, the Committee, or at least its Chair, should communicate with management quarterly to review the Company’s financial statements and significant findings based upon the Auditors limited review procedures, if any.


C. Audit Committee Responsibilities and Duties - Detail

Review Procedures

1.

Review the Company’s annual audited financial statements and management discussion and analysis prior to filing or distribution. Review should include discussion with management and independent auditors of significant issues regarding accounting principles, practices and judgements.

   
2.

In consultation with management and the independent auditors, consider the integrity of the Company’s financial reporting processes and controls. Discuss significant financial risk exposures and the steps management has taken to monitor, control and report such exposures. Review significant findings prepared by the independent auditors together with management’s responses.

   
3.

Review with financial management the Company’s quarterly financial results and management discussion and analysis prior to the release of earnings. Discuss any significant changes to the Company’s accounting principles and any items required to be communicated by the independent auditors.

Independent Auditors

4.

The independent auditors are accountable directly to the Audit Committee. The Audit Committee shall review the independence and performance of the auditors and annually recommend to the Board of Directors the appointment of the independent auditors or approve any discharge of auditors when circumstances warrant.

   
5.

Approve the fees and other significant compensation to be paid to the independent auditors, and pre-approve any non-audit services that the auditor may provide.

   
6.

On an annual basis, the Committee should review and discuss with the independent auditors all significant relationships they have with the Company that could impair the auditor’s independence.

   
7.

Review the independent auditors audit plan and engagement letter.

   
8.

Prior to releasing the year-end earnings, discuss the results of the audit with the independent auditors.

   
9.

Consider the independent auditors’ judgements about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.

Other Audit Committee Responsibilities

10.

On at least an annual basis, review with the Company’s counsel, any legal matters that could have a significant impact on the organization’s financial statements, the Company’s compliance with applicable laws and regulations, and inquiries received from regulators or governmental agencies.

   
11.

Annually prepare a report to shareholders to be included in the Company’s annual information circular. The Chairman of the Committee will review all disclosure documents to be issued by the Company relating to financial matters, including news releases, annual information forms and information circulars.

2


EX-99.3 4 exhibit99-3.htm MANAGEMENT DISCUSSION AND ANALYSIS Filed by Automated Filing Services Inc. (604) 609-0244 - Spur Ventures Inc. - Exhibit 99.3

SPUR VENTURES INC.
MANAGEMENT DISCUSSION & ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2006

Dated: March 30, 2007

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 March 30, 2007, and should be read in conjunction with the audited consolidated financial statements with accompanying notes of Spur Ventures Inc. (the “Company”) for the year ended December 31, 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 programs. 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 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.   Overall Performance

Spur Ventures Inc. (the “Company”) is developing a fully integrated fertilizer business in the People’s Republic of China (China). The recoverability of the amounts shown as mineral properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of the properties, and future profitable production or proceeds from the sale of fertilizer products.

The Company has entered into agreements securing the title of the mineral properties, by forming a 78.72% controlled Joint Venture Company, Yichang Maple Leaf Chemicals Ltd. (YMC), with Hubei Yichang Phosphorous Chemical Co. Ltd. (YPCC) in December 2003 to undertake the development of the phosphate mines and to build compound phosphate fertilizer production facilities. YMC has not yet commenced active operations. The titles to the two primary mining properties are legally in the possession of our Joint Venture partner, YPCC, and are in the process of being formally transferred to YMC. Although these arrangements are in accordance with industry standards for the stage of development of such properties, these procedures do not guarantee the Company’s title. Property title may also be subject to unregistered prior agreements and regulatory requirements.

To accelerate the production of compound fertilizers, the Company acquired Xinyuan Chemicals Ltd. in 2004 and formed a 72.18% controlled Joint Venture Company called Yichang Spur

1


Chemicals Ltd. (YSC), which owns a 100,000 tonnes per annum (tpa) NPK (Nitrogen, Phosphate, Potassium) fertilizer facility, The other two minority partners are YPCC which owns 16.69% and Yichang Yuanfeng Chemical (Yuanfeng) which owns 11.13% .

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. The non-GAAP measure does not have a standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers.

The following table shows the calculation of EBITDA:

    2006     2005     2004  
YSC                  
Earnings   (5,860,284 )   (838,963 )   (414,167 )
                   
Interest Exp   207,341     173,789     146,960  
Tax   -     -        
Depreciation   746,590     485,085     194,490  
Amortization                  
                   
EBITDA   (4,906,353 )   (180,089 )   (72,717 )
                   
YMC                  
Earnings   273,391     (235,570 )      
                   
Interest Exp   -              
Tax                  
Depreciation   42,916              
Amortization                  
                   
EBITDA   316,307     (235,570 )   -  
                   
Spur Consolidated                  
Earnings   (6,469,804 )   (2,818,806 )   (1,864,038 )
                   
Interest Exp   207,364     173,842     146,985  
Tax                  
Depreciation   801,006     497,559     205,247  
Amortization                  
                   
EBITDA   (5,461,434 )   (2,147,405 )   (1,511,806 )

Yichang Spur Chemicals (YSC)

The Company continues to develop an integrated fertilizer business in planned stages. YSC has been able to adjust NPK (Nitrogen, Phosphate, Potassium) fertilizer production in response to market demand with the goal of retaining its key customer base while minimizing losses. In 2006, YSC’s production and sales volume were both higher than the previous year. The Company successfully completed the construction and commissioning of a 60,000 metric tonnes (mt) per

2


annum phosphoric acid plant in March 2005 and started to supply phosphoric acid for its own NPK production

Yichang Maple Leaf Chemicals (YMC)

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

The Company completed its required cash contributions to YMC’s registered capital account to fulfill the Company portion of the first 15% capital requirement which initiated the government mining licenses transfer process as provided in the original YMC Joint Venture contract.

Cash and Short Term Investments

As of December 31, 2006, the Company had cash & cash equivalents and short term investments of US$26.5 million, of which US$21.0 million is held in Canadian banks. There is US$4.5 million held in a YMC registered capital account in Canadian dollars in China. The Company has complete control over the YMC registered capital account, the repatriation to Canada of which is subject to the approval of the State Administration of Foreign Exchange.

2. Selected Annual Information

Selected annual information from the Company’s three most recently completed financial years is summarized as follows:

    2006     2005     2004*     2003  
Total revenues ($)   7,697,039     6,802,849     3,695,981     Nil  
Net income (loss) ($)   (6,469,804 )   (2,818,806 )   (1,864,038 )   (935,085 )
Earnings (loss) per share ($)   (0.11 )   (0.06 )   (0.05 )   (0.04 )
Diluted earnings (loss) per share ($)   (0.11 )   (0.06 )   (0.05 )   (0.04 )
                         
Total Assets ($)   39,042,671     46,603,259     23,359,001     5,566,682  
Total long-term liabilities ($)   Nil     Nil     Nil     Nil  
Cash dividends declared ($)   Nil     Nil     Nil     Nil  

*All 2004 figures are the results of three quarters of YSC operation after the acquisition of Xinyuan in April 2004 and as a result, 2004 results are not directly comparable to 2005 and 2006.

3. Results of Operations – Full Year

Yichang Spur Chemicals (YSC)

The Company’s NPK compounds fertilizer Joint Venture Company produced 39,844 mt (metric tons) of NPK’s in the year of 2006, compared to 33,442 mt in 2005 as the Company had a new plant manager and had invested $200,000 in sustaining capital in spring to ensure that the plant could operate sustainably at maximum capacity.

During 2006 the plant was shut down for 30 days for maintenance and 69 days due to a dispute with the Agricultural Bank of China and then again for a total 199 hours due to shortages of electricity.

Sales for year ended December 31, 2006 were $7,697,039, a 13% increase over the sales of $6,802,849 in 2005, with sales volume of 34,695 mt and 29,816 mt respectively as the Company

3


hired a new sales manager in the fall. Cost of product sold amounted to $7,522,658 as compared to $6,735,427 in 2005 due to higher volume. Gross profit was $174,381 versus $67,422 in 2005 reflecting the benefits of YSC’s improved operating efficiencies and higher volume despite raw materials price increases. Unit cost of production was $217/mt in 2006 as compared with $226/mt in 2005 as the Company now is able to supply phosphoric acid for its own NPK production. EBITDA was ($4,906,353) for the year ended December 31, 2006, compared to ($180,089) in 2005. The increase in losses was due to the recognition of an impairment charge in 2006 of long-lived assets in the amount of $4,328,622.

The following table illustrates the operation results at YSC.

                 (Unaudited) Q1/2006 Q2/2006 Q3/2006 Q4/2006 Total 2006
Production Volume (mt) 15,308 7,359 7,294 9,883 39,844
Sales Volume (mt) 12,557 4,833 6,583 10,721 34,695
Net Sales ($) 2,820,850 1,020,136 1,474,175 2,381,878 7,697,039
Cost of sales ($) 2,624,090 1,171,584 1,476,988 2,249,996 7,522,658
Total Gross Profit ($) 196,760 (151,448) (2,813) 131,882 174,381
Selling price/mt ($) 225 211 224 222 222
Cost of Product/mt ($) 209 242 224 210 217

                 (Unaudited)
Q1/2005
Q2/2005
Q3/2005
Q4/2005
Total 2005
Production Volume (mt) 5,571 9,486 11,961 6,424 33,442
Sales Volume (mt) 7,302 9,311 7,462 5,741 29,816
Net Sales ($) 1,725,674 2,099,865 1,736,150 1,241,160 6,802,849
Cost of sales ($) 1,443,583 2,049,960 1,659,556 1,582,328 6,735,427
Total Gross Profit ($) 282,091 49,905 76,594 (341,168) 67,422
Selling price/mt ($) 236 226 233 216 228
Cost of Product/mt ($) 198 220 222 276 226

                 (Unaudited)
Q1/2004
Q2/2004
Q3/2004
Q4/2004
Total 2004
Production Volume (mt)   5,261 3,873 9,593 18,727
Sales Volume (mt)   5,011 7,086 8,245 20,342
Net Sales ($)   745,522 1,131,666 1,818,793 3,695,981
Cost of sales ($)   654,862 1,184,641 1,895,093 3,734,596
Total Gross Profit ($)   90,660 (52,975) (76,300) (38,615)
Selling price/mt ($)   149 160 221 182
Cost of Product/mt ($)   131 167 230 184

Yichang Maple Leaf Chemicals (YMC)

In 2006 YMC has been focusing on the mining license transfer. The mining licenses for the Shukongping and Dianziping mines were issued by Central Land and Resources Department to Spur’s JV partner YPCC in February and October of 2004 respectively. In March of 2005 the official transfer process from YPCC to YMC began when Spur contributed its first 15% of Registered Capital ($10.5M) to YMC.

Spur is pleased to report that after very thorough due diligence the first approval stage was finally completed in late December 2006 when Yiling County (Dianziping mine site) and Xinshang County (Shukongping mine site) officially approved the transfer to the Yichang City level. Yichang City has now also completed its own due diligence on the transfer and is in a position to recommend the transfer to Hubei Province Land and Resources. Under today’s regulations in China, Hubei L&R has the legal right to make the final decision on the transfer but it could also require subsequent review in Bejing.

4


The key to Yichang City recommending the Mining License Transfer to Hubei Province Land and Resources is now the formal renewal of the YMC Business License.

Hubei Administration for Industry and Commerce (AIC) extended YMC’s Business License until March 31, 2007 by the direction of Central Ministry of Commerce based on a strong letter of support from the City of Yichang. This extension gave YPCC time to complete its first Registered Capital Contribution. The authorities have acknowledged that Spur has been in compliance since March of 2005 at which time Spur’s Registered Capital Contribution totaled $15.32 M in cash. YPCC made its first required Registered Capital contribution valued at $.3.69M for prior R&D expenses and $1.05M of other expenses in February of 2007. YPCC’s contribution has recently been approved by Hubei AIC thus completing the requirements for the renewal of the YMC Business License which should be issued in the near future. If there is further delay, Spur anticipates that the authorities will grant another extension. YPCC’s next and last Registered Capital contribution will be the two mining licenses.

Spur Consolidated Results

Total expenses were $4,040,124 for the year ended December 31, 2006 versus $2,790,506 in 2005. This $1,249,618 increase was among other things primarily due to the engagement of a full time management team as the Company recognized the need for continuity in leadership on the ground in China. Depreciation and amortization increased to $332,760 in 2006 from $106,128 in 2005. Rent increased from $84,616 in 2005 to $238,593 as the Company moved into a larger office in Vancouver and expanded office space in Yichang. Selling expenses were $331,938 in 2006 compared to $266,506 in 2005 reflecting increased sales volume and additional efforts to promote sales in a more competitive NPK market. Professional fees increased to $621,795 in 2006 from $227,600 in 2005 mostly attributable to higher audit related fees, Sarbanes Oxley Act implementation preparation and quarterly financial reviews. Transfer agent and filing fees increased to $141,831 from $24,361 in 2005 resulting from the change in the listing of the Company’s shares to the TSX from the TSX Ventures exchange. The increases in expenses were partially offset by the decrease of $277,124 in stock based compensation as previously granted stock options are fully vested. The short-term investments and Guaranteed Investment Certificates generated interest income in the year of 2006 increased to $1,168,316 versus $366,266 in 2005 as the financial position of the Company was stronger in 2006. The Company recognized an impairment loss of $4,328,622 on its long-lived assets during the year. EBITDA was ($5,461,434) for the year ended December 31, 2006, compared to ($2,147,405) in 2005 due to an impairment charge on YSC’s long-lived assets in the amount of $4,328,622. The 2006 Loss per Share was at $0.11 as compared with $0.06 in 2005.

The Company’s cash and cash equivalents and short-term investments at the end of 2006 amounted to $26,497,945 as compared with $30,755,711 at the end of 2005, the decrease resulting from funding required for the Company’s operations. The Company believes that it has sufficient funding to meet its obligations and to maintain administrative and operational expenditures for the next 12 months. The Inventory balance decreased to $2,429,443 at the end of 2006 from $2,604,680 at the end of 2005. Accounts Receivable increased to $1,247,384 at the end of 2006 from $401,787 in 2005, due to higher sales and the Company granting credits to some longtime customers to promote sales and overcome intense competition in the NPK market. The increase of $318,848 in Prepaid Expenses at the end of 2006 from the balance of $280,268 at the end of 2005 reflected the increased production activities.

Foreign Exchange Loss

The foreign exchange gain was $93,939 for the year ended December 31, 2006, compared to a foreign exchange loss of $785,345 for 2005 when the Company reported in Canadian Dollars. The unrealized foreign exchange gain was mainly a result of the translation of the Company’s

5


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. The Company’s functional currency is Canadian dollar. Foreign exchange losses or gains are dependent upon the Canadian dollar exchange rates in relationship with other currencies. It is anticipated that the Canadian exchange rates will be volatile over the coming quarters. This may result in foreign exchange fluctuations between gains or losses on a quarterly basis. The Company maintains a certain amount of cash resources in Renminbis in order to meet its obligations in China. The Company does not yet use derivatives to hedge against exposures to foreign currency arising from the Company’s balance sheet liabilities and therefore, the Company is exposed to future fluctuations in the Canadian / US dollar and Canadian dollar / Chinese Renminbi exchange rates.

4. Summary of Quarterly Results (unaudited)

    Qtr ended     Qtr ended     Qtr ended     Qtr ended     Qtr ended     Qtr ended     Qtr ended     Qtr ended  
    Dec. 31,     Sep. 30,     Jun. 30,     Mar. 31, 2006     Dec. 31,     Sep. 30,     Jun. 30,     Mar. 31,  
    2006     2006     2006           2005     2005     2005     2005  
Total revenues ($)   2,381,878     1,474,175     1,020,136     2,820,850     1,241,160     1,736,150     2,099,865     1,725,674  
Net income (loss) ($)   (4,764,608 )   (647,577 )   (818,156 )   (239,463 )   (711,477 )   (1,098,682 )   (713,013 )   (295,636 )
Earnings (loss) per share ($)   (0.08 )   (0.01 )   (0.01 )   (0.00 )   (0.01 )   (0.02 )   (0.02 )   (0.01 )
Diluted earnings (loss) per share ($)   (0.08 )   (0.01 )   (0.01 )   (0.00 )   (0.01 )   (0.02 )   (0.02 )   (0.01 )

Sales were higher in the fourth quarter of 2006, compared to the fourth quarter of 2005 as YSC hired a new sales manager in the fall. The net loss increased substantially from $711,477 to $4,764,608, however, as the Company recognized an impairment loss of $4,328,622 on its long-lived assets. In addition, January and February are traditionally slower periods due to the Chinese New Year holiday. After continued electrical interruptions in January and the traditional shut down during the Chinese New Year festivities in February, YSC is now back at full operational capacity and is on track to produce and sell in excess of 6,000 mt in March. For the remainder of the year, production and sales will depend on market conditions. If market conditions remain favourable, YSC’s production should exceed 50,000 mt this year, a 20% increase over 2006.

5. Liquidity and Capital Resources

As of December 31, 2006, the Company maintained a balance of cash and cash equivalents of $11.0 million, of which $5.5 million is held in two major Canadian banks. There is $5.5 million held in YMC and YSC accounts with major banks in China, of which $4.5 million is deposited in Canadian dollars and $1.0 million is operation working capital in Chinese Renminbi. The Company has complete control over the disbursements from the YMC registered capital accounts.

6


The Company also has short-term investments of $15.5 million, which have more than 90 days maturity periods, with two major Canadian financial institutions. $15.1 million of the short-term investments are U.S. dollar denominated and $0.4 million is in Canadian dollar.

The following are commitments of the Company:

Capital commitments - contracted but not accounted for

    As at December 31, 2006  
    RMB   $   
MAP project   2,960,000     379,241  

The Company entered into a construction contract for MAP project to manufacture MAP, a major intermediate material in fertilizer production in 2006. The total contracted amount is RMB 3.2 million, of which RMB 0.24 million was paid during 2006.

Operating lease commitments

    As at December 31, 2006  
    RMB   $   
Within 1 year   111,657     14,306  

Lease commitment mainly represents the rental contracts signed for the lease of offices and apartments.

Operating lease commitments

    As at December 31, 2006  
    RMB   $   
Within 1 year   75,633     9,690  

Lease commitment represents the rental contracts signed for the lease of 4 warehouses.

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

6. Transactions with Related Parties

During the year ended December 31, 2006, some directors and officers of the Company received consulting fees for the services rendered. A total of $141,377 was paid in 2006 to companies controlled by a director and an officer (2005 - $195,554; 2004 - $368,686). Account payables to these companies for the reimbursement of expenses were $1,807 at the end of 2006. Except the account receivable of RMB2,080,818 ($266,599) from YPCC, there was no other account receivables from the related parties.

On November 22, 2004, the Company became aware that the Agricultural Bank of China (the "Bank") had made a RMB7,400,000 ($948,103) working capital loan (the "Xinyuan Loan") to Xinyuan Chemicals ("Xinyuan") for the purchase of raw materials. Xinyuan made a loan of the same amount 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 made a loan of RMB4,475,375 ($554,673) 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

7


November 26, 2004 guaranteeing that YPCC would not hold the Company accountable for this loan. YSC has not benefited from this loan.

The three party YPCC-YSC-Agricultural Bank loan situation has now been resolved. YPCC cancelled the loan of RMB 4,370,508 ($541,676) owed to YPCC by YSC as at December 31, 2005. YSC applied this loan as a credit against the RMB 6,900,000 ($855,178) owed by YPCC to the Agricultural Bank. YSC made repayments to the Agricultural Bank of RMB 6,880,000 ($881,479) up to the end of December 2006. As at the end of 2006, the amount owed by YPCC and its subsidiaries was RMB 2,080,818 ($266,599).

In addition, the Company owes the third YSC Joint Venture partner Yuanfeng $19,642 for the acquisition of additional land use right acquisition from Yuanfeng. The amount owed to Yuanfeng was $102,374 in 2005.

7. Fourth Quarter

Yichang Spur Chemicals (YSC)

YSC produced 9,883 mt of NPK’s in the quarter ended December 31, 2006, an increase of 54% over the fourth quarter 2005 (6,424 mt) as the plant was closed for 53 days from October to mid-November in 2005 due to low demand.

Sales for the three months ended December, 2006 were $2,381,878 versus $1,241,160 in 2005, a 92% increase due to higher demand in 2006. Gross profit was $131,882 in the quarter ended December 31, 2006 vs. ($341,168) in the fourth quarter 2005 as there was a reserve for inventory written down of $255,793 in 2005. EBITDA was ($4,837,554) in the quarter ended December 31, 2006 compared to ($322,433) in the same period in 2005 as the Company recognize an impairment loss of $4,328,622 on its long-lived assets.

Spur Consolidated Results

The gross profit increased by $473,050 in the fourth quarter of 2006 compared to the same period in 2005 due to increased sales and reduced cost of production while the net loss for the three months ended December 31, 2006 increased by $4,053,131 to $4,764,608 due to the recognition of an impairment loss of $4,328,622. During the three months ended December 31, 2006, total expenses increased by $651,882 to $1,270,101 versus $618,219 of the fourth quarter of 2005. This is mainly attributable to the increase in depreciation and amortization to $88,509 in the fourth quarter of 2006 from $14,525 of the same period 2005 as the Company recognized depreciation in YMC to expense. Professional fees increased from $55,184 during the fourth quarter of 2005 to $237,300 in 2006 as the Company recognize some of its professional fees in YMC as expense. Rent increased from $34,965 in the fourth quarter of 2005 to $97,755 in 2006 as the Company recognized rent in YMC as expense. Wages and benefits increased to $213,587 during the fourth quarter of 2006 from $52,548 in 2005 as the Company engaged more people as compared with 2005. Interest income increased to $440,577 in the three months ended December 2006 from $199,162 for the same period in 2005 as the Company recognized some interest income in YMC as income. The foreign exchange gain was $105,151 in the fourth quarter of 2006, compared to a foreign exchange loss of $153,873 for the same period of 2005 when the Company reported in Canadian Dollars. The unrealized foreign exchange gain was mainly a result of the translation of the Company’s integrated joint ventures YMC and YSC using the temporal method.

8. Changes in Accounting Policies

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

8


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.

In January 2005, the CICA issued three new standards: “Financial instruments-recognition and measurement, hedges, and comprehensive income.” The main consequences of implementing standards are described below. The new standards will be effective for interim and annual financial statement commencing in 2007. Earlier adoption is permitted. Most significantly for the Company, the new standards will require presentation of a separate statement of comprehensive income. Investment in marketable securities will be recorded in the consolidated balance sheet at fair value. Changes in the fair value of marketable securities will be recorded in income and changes in the fair value of investments reported in comprehensive income.

9. Outstanding Share Data

As of March 30, 2007, the Company had the following shares, warrants and options outstanding:

                   Number          Exercise Price            Expiry Date
Common Shares 58,740,520 n/a n/a
Stock Options 1,700,000 $0.60 6-May-08
Stock Options 435,000 $1.20 19-Jun-08
Stock Options 1,250,000 $1.50 23-Jul-09
Stock Options 200,000 $1.50 31-Dec-08
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 3-Jul-11
Stock Options 350,000 $0.64 3-Jan-12
Warrants 8,571,429 $2.00 28-Jul-07
TOTAL 72,771,949    

Under the 2005 Employee Stock Option Plan, the Company may grant options to its directors, officers, and service providers for up to 8,000,000 common shares or such additional amount as may be approved from time to time by the shareholders of the Company. Under the plan, the exercise price of each option is not less than the market price of the Company’s stock on the date

9


of grant and an option’s maximum term is 5 years. The directors of the Company may determine and impose terms upon which each option shall become vested in respect of option shares. The stock based compensation relating to the options for the year ended December 31, 2006 amounted to $352,433.

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 grants as follows:

  2006 2005 2004
Risk free interest rate 4.00% - 4.50% 3.40% - 3.70% 3.40% - 4.00%
Expected life of options in years 5 years 5 years 5 years
Expected volatility 49% - 51% 48% - 52% 47% - 58%
Dividend per share $0.00 $0.00 $0.00

10. Tianren Acquisition

On June 29, 2005, the Company entered into an agreement to acquire the fertilizer related assets of Hebei Tianren Chemical Corporation (“Tianren”), a Chinese holding company, and to merge the management teams and assets of both companies.

Assets to be acquired include:

  1.

A 51% interest in Xinjiang Tianren Chemicals Ltd. (“Xinjiang”) which has a 100,000 tonne per annum (“tpa”) compound NPK plant in Xinjiang Uigur Autonomous Region.

     
  2.

A 75% interest in Tianding Chemical Company (“Tianding”) which has a 100,000 tpa compound NPK plant in Qinhuangdao, Hebei Province. Tianding also has one of the largest fertilizer bagging facilities in China with current production under contract of over 28 million bags per annum for Tianren and other large fertilizer producers with long-term stable distribution contracts. The bagging plant generates a positive EBITDA and is a key part of the logistics of distributing fertilizers within the country.

     
  3.

An 80% direct interest in Tianren Agriculture Franchise Company (“TAFC”), a large fertilizer marketing company based in Qinhuangdao, Hebei Province. In addition the Company will acquire a further 15% indirect interest through Tianding’s ownership of TAFC.

     
  4.

A 60% interest in Hubei Yichang Tianlong Industry Company, a raw materials sourcing and fertilizer trading company based in Yichang, Hubei Province where the Company’s current facilities are also located.

The Company will acquire these assets in consideration for the issue to Tianren of approximately 15.5 million shares of the Company. These shares will be subject to an escrow period of 24 months and voting rights for those shares which at any one time exceed 19.9% of the issued shares of the Company will be restricted.

The transaction was negotiated at arm’s length and is subject to due diligence, TSX and all other regulatory approvals, and standard closing conditions.

The Chinese government implemented new regulations for share for share purchases in September of 2006 which clarified the process but required Spur and Hebei Tianren to commence a new application procedure. Spur knew this would be a pioneering approval process and it has turned out to be just that.

10


Formal applications have now been approved by the Qinhuangdao City Ministry of Commerce for Tianding Chemical Company and Tianren Agriculture Franchise Company and by Yichang City for Hubei Yichang Tianlong Industry Company (“Tianlong”) and all are being reviewed by the relevant provincial authorities.

Xinjiang Tianren Chemical Company and its 100,000 mt NPK plant in northwest China will no longer be part of our transaction and the share allocation has been reduced accordingly from 15.5 M to 13.3M shares. New government policies in Xinjiang Uygur Autonomous Region dictating a switch from natural gas to coal to produce nitrogen for the NPK plant have made this entity no longer economically attractive to Spur.

Additional approvals under China’s WTO accession guidelines (which came into effect on December 11, 2006) will also be required for Tianlong, because it has a sulphuric acid import license, and for the Ag Franchise because it has distribution and sales rights in China.

To accommodate the additional time required for these Chinese approvals the merger deadline has been extended until September 30, 2007.

Approvals at the provincial and then central Ministry of Commerce levels are anticipated to be completed by mid-year.

Spur will retain earnings for the four Tinaren companies from June 01, 2006 until the merger is finally approved. However, because of a significant down turn in the commodity fertilizer cycle in China, 2006 and 2007 earnings will be less than 50% compared to 2005 when the merger process began. These lower earnings are a disappointment to Spur and are being reviewed in the context of the original perceived value of the merger.

11. Outlook

Spur firmly believes that only those firms that control of their own raw materials, have production facilities with economies of scale and that can deliver their products effectively to the market, will be successful. Because of these first two criteria Spur is focusing on the YMC Project and the latter criterion is the reason for the merger with Hebei Tianren.

Spur is exploring new territory accessing a natural resource in China and seeking approval for a share for share purchase under new Chinese guidelines.

The clock started ticking for the mining licence transfer in early 2005 after the two mining licenses had been formally issued and Spur made its first Registered Capital contribution. It has been two years since the mining license transfer process was initiated, and that is not a long time for the transfer of a natural resource anywhere in the world and certainly not in China.

The key drivers for the YMC Project remain the continued growth of the 12 million mt/yr NPK market in China. NPK demand has been growing at approximately 10% each year but still represents only 20% of the compound fertilizers sold in China. The Chinese government wants this to increase to 50% by 2010 to ensure a 25% increase in crop production to feed China’s growing population. In 2006 China imported 1.95 million mt of NPK’s at an average price 15% higher than domestic NPK product so there is another growth opportunity through import substitution.

11


Both the trend towards higher quality and analysis fertilizers and the import substitution opportunity are viewed as strong justification for Spur continuing its work at both YSC and YMC.

In addition, global fertilizer markets had a very strong showing in 2006 with today’s DAP prices up from 35% (fob Morocco) to 60% (fob Tampa) and urea up approximately 45% year over year. Because of these strong international prices Chinese DAP producers are exporting more DAP which is resulting in stronger NPK demand in China in 2007.

The focus of Spur’s strategy remains the Yichang Integrated Phosphate Project of YMC. That means Spur will be fully integrated from mining through flexible manufacturing to the market place. Flexible manufacturing means that Spur may produce MAP rather than NPK’s because MAP can be sold directly to other NPK producers or exported to SE Asia. MAP represents 90% of the phosphate source for NPK production.

After continued electrical interruptions in January and the traditional shut down during the Chinese New Year festivities in February, YSC is now back at full operational capacity and is on track to produce and sell in excess of 6,000 mt in March. If market conditions remain favourable, YSC’s production should exceed 50,000 mt this year, a 20% increase over 2006.

While Spur continues to work on the YMC Project, we are also advancing our vision to be “The Fastest Growing Integrated Supplier of Plant Nutrients for the Chinese Farmer.” In January, David Zeng joined Spur to lead our drive to supply specialty plant nutrient products as Spur develops its “bundling” concepts and drives down the value chain.

Spur is continuing its transition from being a mining company to being fully integrated from mining through production into the market place, with an emphasis on being a market driven and customer focused company.

12. Disclosure Controls and Procedures

During the year ended December 31, 2005, the Company’s General Counsel and Corporate Secretary completed an evaluation of the effectiveness of the Company’s existing disclosure controls and procedures, undertook extensive research and made recommendations to the Company’s CEO and Board of Directors. Based on those recommendations, a draft corporate disclosure policy was presented to the Company’s board and adopted in late December 2005.

With the new disclosure policy in place, management is reasonably confident that material information relating to the Company, including its consolidated subsidiaries, will be made known to senior management in a timely manner, and that the Company’s disclosure controls and procedures will be effective not only with respect to the Company’s annual filing requirements but on an ongoing basis.

13. 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

12


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 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, and 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.

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EX-99.4 5 exhibit99-4.htm NEWS RELEASE DATED MARCH 30, 2007 Filed by Automated Filing Services Inc. (604) 609-0244 - Spur Ventures Inc. - Exhibit 99.4

News Release 
March 30, 2007  
N.R. 2007-03 SVU: TSX

Spur Ventures Fourth Quarter 2006
And
2006 Annual Results
 
All amounts are expressed in U.S. dollars unless otherwise stated

Vancouver, Canada – Spur Ventures Inc. (“Spur” or the “Company”) (TSX -SVU, NASDAQ OTC BB-SPVEF) today announced its results for the financial year ending December 31, 2006. Revenues for 2006 were up by 13.1% to $7,697,039 versus $6,802.849 in 2005 and $3,695,981 in 2004, resulting in gross profit of $174,381 versus $67,422 in 2005 and ($38,615) in 2004.

Management is required on an ongoing basis to determine if the undiscounted cash flows of each asset are less than its carrying value and, if so, to estimate and record an impairment charge. The carrying cost of YSC is justified when YSC production reaches 70,000 mt/yr. Over the last three years production has averaged less than 40,000 mt each year due a series of one-time events including interruptions in electrical supply, slowness in the transfer of the mining licenses and an undisclosed loan by its joint venture partner, YPCC plus plant down time for our Q01, 2006 debottlenecking project. Spur management has thus decided to take a conservative approach and has booked a non-cash impairment charge of $4,328,622, or 51% of the book value of YSC even though YSC should produce 70K mt/yr by 2008. As a result of this impairment charge, annual net income was ($6,469,804) or ($0.11) per share.

Before this impairment charge annual net income was ($2,161,523) or ($0.04) per share, a significant improvement compared to ($2,818,806) or ($0.06) per share in 2005 and ($1,864,038) or ($0.05) per share in 2004.

Revenues for the quarter ending December 31, 2006 were $2,381,878 versus $1,241,160 in 2005, a 92% increase. Net income for Q4, adjusted for the impairment charge, was ($4,764,608) or ($0.08) per share versus (711,477) or ($0.01) per share in Q4 2005.

KEY DEVELOPMENTS

YSC Continues to Improve Despite Challenges

In 2006 Yichang Spur Chemicals produced 39,844 mt of NPK’s, a 19.1% increase over 2005, despite being shut down for 69 days in mid-summer for extended maintenance and inventory control and experiencing sporadic shortages of electricity in November and December. Sales volume was 34,695 mt, a 16.4% increase over 2005.

“There are two simple ways for YSC to now improve its profitability even without our own rock phosphate supply. The first is to run the plant at high production rates which not only reduces cost of product sold but also improves product quality” Dr. Rob Rennie, Spur’s President & CEO explained. The second is to ensure we have a good marketing team which can establish a strong brand for Spur in the eyes of our customers and deliver the product on time.

“Spur invested $200,000 in YSC in Q1 2006 to ensure that the plant would operate sustainably at maximum capacity. The results were new daily (313 mt) and monthly (6161 mt) production records and a

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March 30, 2007
Page 2

13% increase in revenues” Rennie said. “These results demonstrate that YSC can reach name plate capacity under optimal operating conditions although 80,000 mt/yr is a more reasonable target in Hubei Province and that is well above Chinese average production rates”, Rennie continued.

“Chinese farmers are beginning to recognize the value of product quality and then to pay a premium for it. Our increased production rates allowed Spur to reduce its off-spec from 20% to 5% of total production thus beginning to establish a reputation for product quality with our customers.”

Spur is implementing a market-oriented, customer-focused attitude at YSC. Cui Zhifeng joined YSC from Spur’s merger partner, Hebei Tianren in early October and by December had driven sales up to 7,500 mt a month. David Zeng, a specialty fertilizer expert who joined Spur in January of 2007, arranged Spur’s first sales into the high cash value citrus markets of southern China.

Rennie stated, “We also resolved outstanding loan issues between the Agricultural Bank and our partner YPCC, and restructured a working capital loan with the Industrial and Commercial Bank of China (ICBC).

The result was a strengthening of YSC’s credit rating. YSC then obtained a $1.0 M working capital loan from the Yichang Commercial Bank, whose largest shareholder is the City of Yichang, demonstrating the continued support for Spur from the City.

Spur always knew YSC would not be profitable until the phosphoric acid plant was operating at full capacity and the Company had its own phosphate rock supply” Rennie explained. “The delay in the mining license transfer is a major reason for the impairment charge for YSC and does not reflect Spur’s optimism that YSC, with our planned future investments, will be profitable”.

Spur Retains Its Strong Working Capital Position

As of December 31, 2006, Spur had cash and cash equivalents and short-term investments of $26.5 million ($0.45 per share), of which $21.0 M is held in Canadian banks and $5.5 M in China

Total Assets were $39.0M versus Liabilities of $3.67 M, of which $1.27 M were bank loans.

“We are pleased that we have retained a majority of the cash we raised during our summer 2005 equity offering through our continued focus on controlling our costs and exercising the discipline to not make major investments before the mining licenses have been formally transferred to YMC” Rennie emphasized. “Many of our competitors have built new facilities that now operate at 50% capacity because they do not have secure access to phosphate rock” Rennie said. “Spur has no intention of following that investment model.”

Mining License Transfer to Yichang Maple Leaf Chemicals Finally Progresses

The mining licenses for the Shukongping and Dianziping mines were issued by Central Land and Resources Department to Spur’s JV partner YPCC in February and October of 2004 respectively. In March of 2005 the official transfer process from YPCC to YMC began when Spur contributed its first 15% of Registered Capital ($10.5M) to YMC.

Spur is pleased to report that after very thorough due diligence the first approval stage was finally completed in late December 2006 when Yiling County (Dianziping mine site) and Xinshang County (Shukongping mine site) officially approved the transfer to the Yichang City level. Yichang City has now also completed its own due diligence on the transfer and is in a position to recommend the transfer to

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Hubei Province Land and Resources. “Under today’s regulations in China, Hubei L&R has the legal right to make the final decision on the transfer but it could also require subsequent review in Beijing.”

“The key to Yichang City recommending the Mining License Transfer to Hubei Province Land and Resources is now the formal renewal of the YMC Business License” Rennie said.

YMC Business License Renewal

Hubei Administration for Industry and Commerce (AIC) extended YMC’s Business License until March 31, 2007 by the direction of Central Ministry of Commerce based on a strong letter of support from the City of Yichang. This extension gave YPCC time to complete its first Registered Capital Contribution. The authorities have acknowledged that Spur has been in compliance since March of 2005 at which time Spur’s Registered Capital Contribution totaled $15.32 M in cash. YPCC made its first required Registered Capital contribution valued at $.3.69M for prior R&D expenses and $1.05M of other expenses in February of 2007. YPCC’s contribution has recently been approved by Hubei AIC thus completing the requirements for the renewal of the YMC Business License which should be issued in the near future. If there is further delay, Spur anticipates that the authorities will grant another extension. YPCC’s next and last Registered Capital contribution will be the two mining licenses.

Spur-Hebei Tianren Merger

The Chinese government implemented new regulations for share for share purchases in September of 2006 which clarified the process but required Spur and Hebei Tianren to commence a new application procedure. Spur knew this would be a pioneering approval process and it has turned out to be just that.

Formal applications have now been approved by the Qinhuangdao City Ministry of Commerce for Tianding Chemical Company and Tianren Agriculture Franchise Company and by Yichang City for Hubei Yichang Tianlong Industry Company (“Tianlong”) and all are being reviewed by the relevant provincial authorities.

Xinjiang Tianren Chemical Company and its 100,000 mt NPK plant in northwest China will no longer be part of our transaction and the share allocation has been reduced accordingly from 15.5 M to 13.3M shares. New government policies in Xinjiang Uygur Autonomous Region dictating a switch from natural gas to coal to produce nitrogen for the NPK plant have made this entity no longer economically attractive to Spur.

Additional approvals under China’s WTO accession guidelines (which came into effect on December 11, 2006) will also be required for Tianlong, because it has a sulphuric acid import license, and for the Ag Franchise because it has distribution and sales rights in China.

To accommodate the additional time required for these Chinese approvals the merger deadline has been extended until September 30, 2007.

Approvals at the provincial and then central Ministry of Commerce levels are anticipated to be completed by mid-year.

“I want to remind investors that that Spur will retain earnings for the four Tinaren companies from June 01, 2006 until the merger is finally approved. However, because of a significant down turn in the commodity fertilizer cycle in China, 2006 and 2007 earnings will be less than 50% compared to 2005 when the merger process began", Rennie cautioned. These lower earnings are a disappointment to Spur and are being reviewed in the context of the original perceived value of the merger.

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Page 4

2007 Outlook

“Spur firmly believes that only those firms that control of their own raw materials, have production facilities with economies of scale and that can deliver their products effectively to the market, will be successful” Rennie claimed. “Because of these first two criteria Spur is focusing on the YMC Project and the latter criteria is the reason for the merger with Hebei Tianren.”

Spur is exploring new territory accessing a natural resource in China and seeking approval for a share for share purchase under new Chinese guidelines.

“I know many of our investors feel Spur has been pursuing the mining licence transfer for a number of years, but in reality the clock started ticking in early 2005 after the two mining licenses had been formally issued and Spur made its first Registered Capital contribution. It has been two years since the mining license transfer process was initiated, and that is not a long time for the transfer of a natural resource anywhere in the world and certainly not in China” Rennie explained.

The key drivers for the YMC Project remain the continued growth of the 12 million mt/yr NPK market in China. NPK demand has been growing at approximately 10% each year but still represents only 20% of the compound fertilizers sold in China. The Chinese government wants this to increase to 50% by 2010 to ensure a 25% increase in crop production to feed China’s growing population. In 2006 China imported 1.95 million mt of NPK’s at an average price 15% higher than domestic NPK product so there is another growth opportunity through import substitution.

“We view both the trend towards higher quality and analysis fertilizers and the import substitution opportunity as strong justification for Spur continuing its work at both YSC and YMC” Rennie said.

In addition, global fertilizer markets had a very strong showing in 2006 with today’s DAP prices up from 35% (fob Morocco) to 60% (fob Tampa) and urea up approximately 45% year over year.” Rennie said. Because of these strong international prices Chinese DAP producers are exporting more DAP which is resulting in stronger NPK demand in China in 2007.

The focus of Spur’s strategy remains the Yichang Integrated Phosphate Project of YMC. That means Spur will be fully integrated from mining through flexible manufacturing to the market place. Flexible manufacturing means that Spur may produce MAP rather than NPK’s because MAP can be sold directly to other NPK producers or exported to SE Asia. MAP represents 90% of the phosphate source for NPK production.

“After continued electrical interruptions in January and the traditional shut down during the Chinese New Year festivities in February, YSC is now back at full operational capacity and is on track to produce and sell in excess of 6,000 mt in March” Rennie said. If market conditions remain favourable, YSC’s production should exceed 50,000 mt this year, a 20% increase over 2006.

“While Spur continues to work on the YMC Project, we are also advancing our vision to be “The Fastest Growing Integrated Supplier of Plant Nutrients for the Chinese Farmer.” In January, David Zeng joined Spur to lead our drive to supply specialty plant nutrient products as Spur develops its “bundling” concepts and drives down the value chain.

“We are continuing our transition from being a mining company to being fully integrated from mining through production into the market place, with an emphasis on being a market driven and customer focused company” Rennie concluded.

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: questions@spur-ventures.com


March 30, 2007
Page 5

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

 

Spur Ventures Inc. aims to be the premier integrated fertilizer manufacturer in China, with plans to produce up to one million tonnes per year of high -quality NPK fertilizer for domestic consumption in the central province of Hubei, China. These expansion plans include the development of the largest phosphate deposit in China, located near Yichang City.

For further information, please contact Dr. Robert Rennie at rrennie@spur-ventures.com or, Mr. Michael Kuta at 604-697-6201 (mkuta@spur-ventures.com).

The Toronto Stock Exchange has not reviewed nor accepted responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by management. Statements contained in this news release that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from estimated results. Such risks and uncertainties are detailed in the Company’s filings with the TSX and on SEDAR. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change.

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: questions@spur-ventures.com


EX-99.5 6 exhibit99-5.htm FORM 13-502F1 CLASS 1 REPORTING ISSUER - PARTICIPATION FEE Filed by Automated Filing Services Inc. (604) 609-0244 - Spur Ventures Inc. - Exhibit 99.5

FORM 13-502F1 -
CLASS 1 REPORTING ISSUERS - PARTICIPATION FEE
 

Reporting Issuer Name: SPUR VENTURES INC.  
     
Fiscal year end date used to    
calculate capitalization: December 31, 2006  

Market value of listed or quoted securities:        
Total number of securities of a class or series outstanding as at the issuer’s        
most recent fiscal year end      58,740,520 (i)   
         
Simple average of the closing price of that class or series as of the last        
trading day of each of the months of the fiscal year (See clauses        
2.11(a)(ii)(A) and (B) of the Rule)   X $1.0266 (ii)  
           
Market value of class or series      (i) x (ii) =                  
 60,303,017
(A)
         
(Repeat the above calculation for each class or series of securities of the        
reporting issuer that was listed or quoted on a marketplace in Canada or the        
United States of America at the end of the fiscal year)                      
 n/a
(B)
         
Market value of other securities:      
                   (See Paragraph 2.11(b) of the Rule):      
                   (Provide details of how value was determined)                        
n/a
(C)
           
(Repeat for each class or series of securities)                        
n/a
(D)
         
Capitalization        
         
(Add market value of all classes and series of securities)     (A) + (B) +(C)   
      + (D) =            
 60,303,017
Participation Fee      
         
(From Appendix A of the Rule, select the participation fee beside the      
capitalization calculated above)                      
 $3,200
       
New Reporting Issuers reduced participation fee, if applicable      
(See section 2.6 of the Rule)                        
  n/a
         
Participation fee X
Number of entire months remaining in the
     
    issuer’s fiscal year =    
  12          
             
Late Fee, if applicable          
(As determined under section 2.5 of the Rule)        


[for information purposes only – not part of the Form 13-502F1]

APPENDIX A – CORPORATE FINANCE PARTICIPATION FEES

Capitalization Participation Fee
$0 to under $25 million $600
$25 million to under $50 million $1,300
$50 million to under $100 million $3,200
$100 million to under $250 million $6,700
$250 million to under $500 million $14,700
$500 million to under $1 billion $20,500
$1 billion to under $5 billion $29,700
$5 billion to under $10 billion $38,300
$10 billion to under $25 billion $44,700
Over $25 billion $50,300


EX-99.6 7 exhibit99-6.htm FORM 52-109F1 - CERTIFICATION OF ANNUAL FILING - CEO Filed by Automated Filing Services Inc. (604) 609-0244 - Spur Ventures Inc. - Exhibit 99.6

Form 52-109F1 Certification of Annual Filings

I, Robert J. Rennie, President & Chief Executive Officer and Interim Chief Financial Officer of Spur Ventures Inc., certify that:

1.

I have reviewed the annual 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 period ending December 31, 2006 ;

 

 

2.

Based on my knowledge, the annual 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 annual filings;

 

 

3.

Based on my knowledge, the annual financial statements together with the other financial information included in the annual 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 annual filings;

 

 

4.

The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

 

 

(a)

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 annual filings are being prepared;

 

 

(b)

designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

 

 

(c)

evaluated the effectiveness of the issuer’s disclosure controls and procedures as of the end of the period covered by the annual filings and have caused the issuer to disclose in the annual MD&A our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by the annual filings based on such evaluation; and

 

 

5.

I have caused the issuer to disclose in the annual MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: March 23, 2007

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


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