Sparta Capital Ltd. Announces Acquisition of Newport Environmental Technologies Ltd.
Calgary, Alberta (FSCwire) - Sparta Capital Ltd. (TSXV:SAY.H) (the “Corporation” or “Sparta”) is pleased to announce the completion of its previously announced acquisition of all the issued and outstanding shares of Newport Environmental Technologies Ltd. (“Newport”) for common shares of Sparta on a one-for-one basis, resulting in Newport becoming a wholly-owned subsidiary of Sparta (the "Transaction").
The Transaction was completed pursuant to the terms of the share purchase agreement among Sparta and the shareholders of Newport (the "Vendors"). A copy of the share purchase agreement is available on the SEDAR website at www.sedar.com under the Corporation's profile.
Sparta has issued 62,000,000 common shares to the Vendors with a deemed value of $0.05 per common share. The resulting company and its subsidiary (the “Resulting Issuer”) will continue to carry on the business of both Newport and Sparta. The Resulting Issuer is in the process of securing a number of licenses to supply technologies designed to save fuel and reduce carbon emissions in various markets.
Management of the Resulting Issuer
The board of directors of the Resulting Issuer is comprised of two existing directors of Sparta and two directors which are newly appointed by the Vendors, which replace two existing directors of Sparta.
The following individuals comprise the board of directors of the Resulting Issuer: (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 (a newly appointed director of Sparta replacing Charles Burgess); and (iv) Martin Marshall of Toronto, Ontario (a newly appointed director of Sparta replacing Raymond Ludwig).
The first annual general meeting of the Resulting Issuer will mark the changeover of officers and until that time the officers of Sparta will remain the officers of the Resulting Issuer.
For further information please contact:
Sparta Capital Ltd.:
Tom Brown,
Email: tombrown.sk@gmail.com
Telephone: (306) 491-6323
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Newport Environmental Technologies Ltd.:
Peter Quattrociocchi
Email: pquattro@bellnet.ca
Telephone: (705) 764-0791
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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.
To view this press release as a PDF file, click onto the following link:
public://news_release_pdf/SpartaNov252014.pdfSource: Sparta Capital Ltd. (TSX Venture:SAY.H) http://www.spartacapital.com/
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