Calgary, Alberta (FSCwire) - Sparta Capital Ltd. (TSXV:SAY.H) (the “Corporation” or “Sparta”) announces that it has entered into a share purchase agreement with the shareholders (the “Vendors”) of Newport Environmental Technologies, Ltd. (“Newport”). Newport is in the process of securing a number of licenses to supply technologies designed to save fuel and reduce carbon emissions in various markets.

The acquisition will occur as a share exchange whereby all the issued and outstanding shares of Newport will be exchanged for shares of Sparta on a one-for-one basis, (the “Transaction”), resulting in Newport becoming a wholly-owned subsidiary of Sparta. Pursuant to the Transaction, Sparta will issue 62,000,000 common shares to the Vendors with a deemed value of $0.05 per common share. Upon completion of the Transaction, the resulting company and its subsidiary (the “Resulting Issuer”) will continue to carry on the business of both Newport and Sparta.

Sparta was incorporated under the laws of the Province of Alberta and has a head office in Calgary, Alberta. The common shares of the Corporation are traded on the NEX, a separate board of the TSX Venture Exchange (collectively, the “Exchange”). The Corporation is a reporting issuer in the provinces of British Columbia and Alberta.

The Transaction will be carried out by parties dealing at arm’s length to one another and therefore will not be considered to be a “Related Party Transaction”; as such term is defined under the policies of the Exchange.

About Newport

Newport was incorporated under the laws of Ontario with its head office located in Toronto, Ontario.  Their commitment is to source unique technologies that could improve operational efficiencies leading to cost savings for customers while reducing harmful green house gas emissions at the same time. The Newport philosophy is to provide systems that will allow operators to profit from doing “what is right” for future generations. Their experience and depth has helped them assemble a core team of applied technology providers who can deliver customer specific solutions to optimize operational efficiencies and lower emissions in multiple markets, including; commercial trucking, mining, construction, and offshore drilling. The Newport management team consists of a broad group of accomplished professionals who bring vast knowledge in the areas of mechanical engineering, application sales, internet technology, marketing, business administration, financial consulting, law, and investment.

The management team of Newport consists of:

Peter Quattrociocchi - P.Eng (Chief Executive Officer) – Mr. Quattrociocchi is a mechanical engineer with experience in product and business development, manufacturing, as well as sales management. His expertise has taken him from manufacturing highway trailers, to engineering at a petro chemical facility, to being the managing director of CAPP Associates Ltd., a very successful computer based systems automation business; primarily focused on improving operational performance in the aftermarket automotive sector. Since November 2008, and prior to founding Newport, Mr. Quattrociocchi has been an independent management consultant providing financial and application services to a number of small to medium sized clients.

Martin Marshall (President & Director) – Mr. Marshall, a licensed mortgage broker with Homeguard Funding Ltd. since October 2008, has more than 30 years experience in the financial services industry.  Highly respected for his expertise in sales, marketing, administration, and underwriting in top executive positions with companies such as Household Finance, Household Trust, SunLife Trust, Laurentian Bank and Mortgage Intelligence, Martin moved into the mortgage brokerage industry in 1999 and continues to work to grow the mortgage brokerage industry in Canada. Martin is also active in the Independent Mortgage Brokers Association of Ontario (IMBA) and has sat on their board of directors since February 2004. Mr. Marshall has been President of his own consulting firm, Martin Marshall Consulting Ltd., since December 2008, and for the past 4 years his company has been under contract with Verico Financial Group Inc., Canada’s largest mortgage broker network. From April 2007 to October 2008, Mr. Marshall held the position of Vice President – Ontario & Western Canada at Mortgage Intelligence.

Robert Sinclair (Corporate Secretary & Vice President - Internet Technology) – Mr. Sinclair is an Internet development specialist with a strong entrepreneurial background. He has been consulting in sales and online marketing, helping companies leverage technology to improve profitability. From February 2009 to February 2013 Mr. Sinclair was employed by Rosinc Holdings Ltd. a company incorporated under the laws of the Province of British Columbia, which he founded and held the position of President.  During the later part of 2009 to 2013 Mr. Sinclair used the trade name Kaizen Marketing.  Therefore, in February 2013, upon his return back to Ontario, Mr. Sinclair re-incorporated his company under, the laws of Ontario, as the Kaizen Marketing Group.  Mr. Sinclair is the founder and president of the Kaizen Marketing Group. From February 2013 Mr. Sinclair was employed by Kaizen, providing internet marketing and business development to a number of recognizable, small to medium sized companies in the Greater Toronto Area.  

F. Clark Hunter (Vice President - International Sales) - Mr. Hunter has over 25 years experience in sales and sales management in the technologies field. Since December 2013, and leading up to Mr. Hunter’s involvement with Newport, he has been a freelance sales consultant to a number of companies.  From May 2012 to May 2013, Mr. Hunter served as Vice President of worldwide sales operations for Stonebranch Inc. And from Oct 2005 to April 2012, Mr. Hunter held the position of Vice President of Sales for Workload Management Division CA Technologies. Mr. Hunter also held management positions at Computer Associates Canada, Value Computing and Cybermation.

The sales and marketing arm of Newport includes the following:

Larry Wyluda (U.S. Sales) - Mr. Wyluda has spent over 20 years in the commercial finance industry focused on commercial lending in the transportation and environmental markets. His experience ranges from sales and marketing to operations with P&L responsibilities. From October 1996 to October 2001, Mr. Wyluda managed the Los Angeles office of the largest independent lender of transportation in the U.S., Associates Commercial Corp. In less than five years, under his direction, they grew their net receivable portfolio from $250 million to nearly $500 million. Since June 2004 Mr. Wyluda has owned and operated The Stephens Company, providing a range of financial services to end users, nationally. Since February 2013 Mr. Wyluda has been the Executive Director of the U.S branch of Clean Air for Kids^™, the non-profit foundation that converts emissions reductions into funds to support pre-qualified children’s hospitals.

Matthew Penstone (Sales - Marketing) - Mr. Penstone has spent over 20 years in business becoming a specialist in customer relationship management, marketing, executive search, as well as consulting for the Environment and Foundation sectors. He has vast experience working with national and international companies like The Moore Corporation, Bell Canada and Rogers Communications. Since September 1995, Mr. Penstone has been the President of Stoneworks Communications, a marketing communications company that has had clients throughout Canada, United States, Africa, UAE, and Europe. Outside of marketing he is known for helping foundations and charities raise millions of dollars.

David Smith (Creative Art Director) - Mr. Smith is a master of creative design. He brings over 30 years of advertising experience to the table. Mr. Smith has extensive skills in graphic design, digital imaging and recently added web-design to his repertoire. He has been involved in everything from large marketing campaigns to branding, as well as colour management and the pre-press process. He has worked with a wide variety of clients including Canadian Tire, Moores, and the Canadian government. Since January 2013 Mr. Smith has operated his own design firm, David M. Smith Creative.  Prior to the formation of his own firm, Mr. Smith spent from January 2012 to January 2013 operating as a freelance designer.  Prior to his time as a freelancer, Mr. Smith was on contract with Job Skills’ Employment Ontario Employment Centres, a sub-contractor to Services Canada, from late 2009 to late 2011.  He also worked with PI Media Ltd. (a division of St. Joseph Communications), working as a photo re-toucher and colour correction artist.

About Sparta

Sparta was formed to invest and distribute a range of energy efficient solutions within the logistics industry. Today Sparta is best known for its Adecco Tech, a precision fuel additive injector that is unique to the market. President and Chief Executive Officer, Tom Brown, is known for his sound business acumen. He has directed a number of technologies companies and has experience negotiating successful joint venture deals in various industries including, automotive and mining. Sparta directors and officers include a mix of accounting and auditing experts, a control systems engineer, as well as management, investment, and legal professionals.

Management of the Resulting Issuer

On completion of the Transaction, there will be four directors of the Resulting Issuer, two of which will be comprised of current directors of Sparta and two of which will be newly appointed by the Vendors (the “Newly Appointed Directors”), and such newly appointed directors will replace two existing directors of Sparta. 

The board of directors of the Resulting Issuer will be comprised of (i) Tom Brown of Waskesiu, Saskatchewan, (a current director of Sparta and the Current President and Chief Executive Officer of Sparta); (ii) John O’Bireck of Aurora, Ontario (a current director of Sparta); (iii) Peter Quattrociocchi of Beaumaris, Ontario (to be a newly appointed director of Sparta and the current Chief Executive Officer of Newport); and (iv) Martin Marshall of Toronto, Ontario (to be a newly appointed director of Sparta and the current President and a director of Newport).

The officers of the Resulting Issuer will be appointed after the first annual general meeting of the Resulting Issuer and until that time the officers of Sparta will remain the officers of the Resulting Issuer.

Additional Information

Completion of the Transaction is subject to a number of conditions including, but not limited to approval of the Exchange, approval of the board of directors of Newport, the entering into of various employment agreements with the Officers, the Vendors appointing the Newly Appointed Directors and closing conditions customary to transactions of the nature of the Transaction.

Cautionary Statements

This news release contains “forward-looking information” within the meaning of applicable securities laws relating to the proposal to complete the Transaction and any associated transactions, including statements regarding the terms and conditions of the Transaction. The information about Newport contained in the press release has not been independently verified by the Corporation. Although the Corporation believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction and any associated transactions, that the ultimate terms of the Transaction and any associated transactions will differ from those that currently are contemplated, and that the Transaction and any associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, Newport, their securities, or their respective financial or operating results (as applicable).

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Transaction and any associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

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

The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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