Sparta Announces Appointment of New President and Chief Executive Officer, as Well as Private Placement of Units

Sparta Announces Appointment of New President and Chief Executive Officer, as Well as Private Placement of Units

CALGARY, ALBERTA - December 21, 2012 - Sparta Capital Ltd. (TSX Venture: SAY),("Sparta" or the "Corporation")is pleased to announce the appointment of Mr. Tom Brown to the Position of President and Chief Executive Officer of the Corporation, replacing interim President and Chief Executive Officer, Mr. Ted Rousseau.

From April 2004 to December 2007, Mr. Brown held the position of President, Chief Executive Officer and Director of Hy-Drive Technologies Ltd. ("Hy-Drive"), a public company listed on the TSX Venture Exchange Inc. (the "Exchange").  While with Hy-Drive, Mr. Brown implemented a turnaround strategy for their fuel savings and emissions reduction device and an on-board hydrogen generating technology for diesel engines.  During his tenure, Hy-Drive successfully raised approximately $50 million throughout Canada and the United States, in support of the development of the technology.  Mr. Brown is currently the Chairman of the Board and Chief Executive Officer of SuperNova Performance Technologies, Ltd., a private company focussed on delivering products and services to increase business operational efficiencies and to optimize engine performance to benefit the environment and earnings.

Sparta also announces today that it has finalized the terms and conditions of an equity private placement (the "Offering").  Pursuant to the terms of the Offering, Sparta will issue up to 18,750,000 units ("Units") of the Corporation at a price of $0.02 per Unit for gross proceeds of up to $375,000.  Each Unit will be comprised of one common share ("Common Share") and one share purchase warrant ("Warrant") of the Corporation.  Each Warrant will entitle the holder thereof to acquire an additional Common Share at a price of $0.05 per Common Share for the first twelve months ("Year One") following the closing of the Offering (the "Closing Date") and at a price of $0.10 per Common Share for the subsequent twelve month period ("Year Two").  The Warrants will expire two years from the Closing Date (the "Warrant Expire Date"), unless the volume weighted average trading price of the Common Shares on the Exchange during the 20 business days immediately prior to the date for which such calculation is made of the Common Shares is greater than $0.09 in Year One or $0.14 in Year Two (the "Trigger Event").  If the Trigger Event occurs, the Warrant Expiry Date may be accelerated, in the Corporation's sole discretion, to 30 business days from the Trigger Event date.  The Units will be subject to resale restrictions imposed by applicable securities laws and the policies of the Exchange.

The Corporation may pay finders' fees in cash or securities of the Corporation of up to 10% of the gross proceeds raised pursuant to the Offering to eligible persons in accordance with applicable laws.

The Offering is scheduled to close on or about January 23, 2012 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Exchange.

The proceeds from the Offering will be used by the Corporation for the following purposes: (a) to pay outstanding accounts; (b) for sales and marketing expenses of the AddecoTech Precision Fuel Additive Injector - Model SS10L (the "Product"); (c) manufacturing and assembly of the Product; (d) audit, professional, transfer agent and listing fees for 3 months; (e) management and staff compensation; and (f) general working capital purposes.

About Sparta

Sparta is in the early commercialization stage of a fuel savings and emission reduction product, the AddecoTech Precision Fuel Additive Injector - Model SS10L. Sparta acquired the world-wide right to manufacture and distribute the Product in December 2009.  Thereafter, Sparta completed product development and obtained third party product safety certification.  The Product was developed for commercial distribution as a means to automate the process of adding fuel additive into the fuel tank of diesel engines at each refuelling.

Further information about the Product may be obtained at www.addecotech.com

For further information related to Sparta, please contact:

Tom Brown, President, CEO
Telephone: (306) 992-0146
tombrown.sk@gmail.com  

Ray Ludwig, CFO, VP Operations
Telephone: (855) 539-9146 Ext 101
r.ludwig@spartacapital.com

Reader Advisory

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Corporation's current expectations.  When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.  The forward-looking statements and information in this press release include information relating to the completion of the Offering.  Such statements and information reflect the current view of the Corporation with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Corporation undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change.  Investors are cautioned against attributing undue certainty to forward-looking statements.

The Corporation cautions that the foregoing list of material factors is not exhaustive.  When relying on Sparta's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events.  The Corporation has also assumed that material factors will not cause any forward-looking statements and information to differ materially from actual results or events.  However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the Units of Sparta in any jurisdiction, including the United States, or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption therefrom, nor shall there be any sale of such securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.  Such securities have not been and will not be registered under the U.S. Securities Act, 1933, as amended, and subject to certain exemptions may not be offered or sold in the United States or to U.S. persons.

Neither TSX Venture nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.

Not for distribution to United States news wire services or dissemination in the United States.


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Source: Sparta Capital Ltd. (TSXV SAY) www.spartacapital.com
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