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Sparta Capital Ltd. Announces Results of Annual General Meeting

V.SAY

Sparta Capital Ltd. Announces Results of Annual General Meeting

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) - Sparta Capital Ltd. (TSXV:SAY.H) (the “Corporation” or “Sparta”) is pleased to announce the results of its Annual General Meeting of the shareholders of the Corporation held on March 3, 2015.

 

Shareholders elected all directors nominated by management, as follows:

 

Peter Quattrociocchi (Chief Executive Officer)

Tom Brown (President)

John O'Bireck

Martin Marshall

 

The shareholders approved the re-appointment of Kenway Mack Slusarchuk Stewart LLP, Chartered Accountants, as auditors of the Corporation. The shareholders also approved the stock option plan for the Corporation.

 

In addition, the shareholders passed a special resolution of the shareholders authorizing the change of the Corporation’s name at such a time and to such a name as the board of directors of the Corporation may deem appropriate.

 

Private Placement

 

The Corporation is also pleased to announce that it has completed its first tranche (the “First Tranche”) of its previously announced 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, unless the volume weighted average trading price of the Common Shares on the NEX (“NEX”) a separate board of the TSX Venture Exchange Inc. (the “TSX Venture Exchange”) (or the TSX Venture Exchange, if applicable, pursuant to the Corporation graduating to the TSX Venture Exchange resulting in the Common Shares being traded on the TSX Venture Exchange) during the 20 business days immediately prior to the date for which such calculation is made of the Common Shares is greater than $0.14 (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 First Tranche of the Offering has resulted in gross proceeds to the Corporation of $633,200 pursuant to which the Corporation will issue 12,664,000 Units.

 

The Corporation has not paid any finders’ fees in cash or securities of the Corporation in connection with the First Tranche.

 

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

 

The First Tranche is subject to final approval of NEX. Pursuant to applicable securities laws, all securities issued pursuant to the First Tranche will be subject to a hold period of four months plus one day following the closing of the First Tranche.

 

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, 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. 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. Newport sources unique technologies designed to save fuel and reduce carbon emissions in various markets.

 

For further information please contact:

 

Tom Brown, President

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, the First Tranche and any associated transactions, including statements regarding the terms and conditions of the Offering and the First Tranche.  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 completing 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, the First Tranche 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 (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 (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/sparta03062015.pdf

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

 

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