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Sparta Capital Ltd. Announces Proposed Private Placement

V.SAY

Sparta Capital Ltd. Announces Proposed Private Placement

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.



Calgary, Alberta (FSCwire) - With a first-class team now in place and ready to advance to the next stages of growth, Sparta Capital Ltd. (TSXV:SAY.H) (the “Corporation” or “Sparta”) is pleased to announce that it intends to complete an equity private placement (the “Offering”). 

 

Pursuant to the Offering, Sparta will issue up to 18,800,000 units (“Units”) of the Corporation at a price of $0.05 per Unit for gross proceeds of up to $940,000. 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 up to twelve (12) months from the date of issuance (the "Warrant Expiry Date), following the closing of the Offering (the "Closing Date")."), unless the volume weighted average trading price of the Common Shares on the NEX (or the TSXV, if applicable, pursuant to the Corporation graduating to the TSXV resulting in the Common Shares being traded on the TSXV) during the 20 business days immediately prior to the date for which such calculation is made of the Common Shares is greater than [$0.14] (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 Corporation will not pay finders’ fees in cash or securities of the Corporation in connection with the Offering.

 

The Closing Date is scheduled to be on or about [March 19, 2015] and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the NEX, a separate board of the TSX Venture Exchange Inc.

 

The proceeds from the Offering will be used by the Corporation to pay out $440,000 of existing debt held by the Corporation’s wholly owned subsidiary Newport Environmental Technologies Ltd. (“Newport”) and to officers of the corporation and for general working capital purposes.

 

Sparta is in a stronger position due to the acquisition of Newport Environmental Technologies Ltd.  Newport includes an extensive group of sales, engineering and business leaders who have the potential to bring supply agreements from multiple markets to the table. This includes, transportation, mining, commercial, industrial and power generation. On November 20, 2014 the Corporation completed an acquisition of all the issued and outstanding shares of Newport, resulting in Newport becoming a wholly owned subsidiary of the Corporation.

 

About Sparta

 

Sparta was formed to invest and distribute a range of energy efficient solutions within the logistics industry. Although Sparta first introduced its Adecco Tech, a precision fuel additive injector that is unique to the market, the company is expanding its product offering. In 2014 Sparta entered into negotiations with a Canadian based firm in the process of securing several licenses for technologies developed to save fuel while reducing carbon emissions in various markets. All of these technologies are able to capture carbon credits that can be used to help fund children’s hospitals around the world. While pursuing new technology, the company continued this past year with building upon Adecco Tech, moving forward with the development of a bulk tank injection system and working with partners in New Zealand to install the first pilot project in Mexico. Sparta President and Chief Executive Officer, Tom Brown, is known for his sound business acumen. He has directed a number of technology 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.

 

For further information please contact:

 

Tom Brown, President and CEO

Email: tombrown.sk@gmail.com

Telephone: (306) 491-6323

 

Cautionary Statements

 

This news release contains “forward-looking information” within the meaning of applicable securities laws relating to the proposal to complete the Offering and any associated transactions, including statements regarding the terms and conditions of the Offering.  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 Corporation will not proceed with the Offering and any associated transactions, that the ultimate terms of the Offering and any associated transactions will differ from those that currently are contemplated, and that the Offering 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.

 

Neither the TSX Venture Exchange Inc. (nor any of its separate boards which includes the NEX) 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 Offering 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 Inc. (nor any of its separate boards which includes the NEX) 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/sparta02182015.pdf

Source: Sparta Capital Ltd. (TSX Venture:SAY.H) http://www.spartacapital.com/

 

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