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ACCESSWIRE Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws. TORONTO, ON / ACCESSWIRE / December 4, 2021 / Sparta Capital Ltd. (TSX.V:SAY) (the "Corporation" or "Sparta") is pleased to announce that it has closed on the first tranche of its previously announced non-brokered private placement on November 12, 2021 (the "Private Placement"). In connection with the Private Placement, the Corporation raised initial gross proceeds of CDN$250,000 of unsecured convertible debentures ("Debentures"). Private Placement The Debentures will bear interest at a rate of 8% per annum payable semi-annually in arrears on June 30th and December 31st in each year commencing December 31, 2021 with a maturity date being 2 years from the date of issuance. The December 31, 2021 interest payment will represent accrued interest for the period from the Closing Date. Each Debenture is convertible into Common Shares and Warrants at the option of the holder at any time prior to redemption or maturity (as the case may be), entitling the holder to acquire one unit (each a "Unit") at an exercise price of $0.20 per Unit. Each Unit will be comprised of one (1) Common Share in the capital of the Corporation ("Common Share") and one half (½) of one common share purchase warrant of the Corporation ("Warrant"), each whole Warrant entitling the Holder to purchase one Common Share ("Warrant Share") in the capital of the Corporation. In the event that the holder elects to convert all or any portion of the principal amount of Convertible Debentures held by them within 12 months of the Closing Date, the exercise price of the Warrant shall be $0.10 per Warrant Share expiring twenty-four (24) months from the Closing Date (the "Warrant Expiry Date"). If the holder elects to convert all or any portion of the principal amount of Convertible Debentures held by them after 12 months from the Closing Date and until the Maturity Date, the exercise price of the Warrant shall be $0.25 per Warrant Share, expiring on the Warrant Expiry Date. Holders converting their Convertible Debentures will receive accrued and unpaid interest thereon, in cash, from the period of the last interest payment date on their Convertible Debentures up to but not excluding the date of conversion. The Debentures, Common Shares and Warrants issued upon conversion thereof will be subject to a four month and one day hold period from the date of issuance of the Debentures in accordance with applicable securities laws and the policies of the Exchange. The Corporation may redeem the Debentures for cash at any time prior to the maturity date, in whole or in part, from time to time without bonus or penalty, at a redemption price equal to the Debentures principal amount plus accrued and unpaid interest, if any. The net proceeds of the Debenture issuance will be used by the Corporation as a commercial loan to SBL Testing Technologies (USA) Inc. ("SBL") to fund the marketing efforts in the North American and Caribbean markets. This announcement comes as there is so much international discussion about how rapid-testing for SARS-CoV-2, for both the unvaccinated and vaccinated, may help free society from the lingering health concerns of the COVID-19 pandemic. |