Sparta Announces Closing of Final Tranche of Non-Brokered Private Placement

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TORONTO, ON / ACCESSWIRE / February 11, 2022 / Sparta Capital Ltd. (TSXV:SAY) (the "Corporation" or "Sparta") is pleased to announce that it has closed on the final tranche of its previously announced non-brokered private placement on November 12, 2021 (the "Private Placement"). In connection with the Private Placement, the Corporation raised gross proceeds of CDN$275,000 of unsecured convertible debentures ("Debentures").

Private Placement

The Debentures will bear interest at a rate of 8% per annum payable semi-annually in arrears on June 30th and December 31st in each year commencing December 31, 2021 with a maturity date being 2 years from the date of issuance.

Each Debenture is convertible into Common Shares and Warrants at the option of the holder at any time prior to redemption or maturity (as the case may be), entitling the holder to acquire one unit (each a "Unit") at an exercise price of $0.20 per Unit. Each Unit will be comprised of one (1) Common Share in the capital of the Corporation ("Common Share") and one half (½) of one common share purchase warrant of the Corporation ("Warrant"). Each whole Warrant entitles the Holder to purchase one Common Share ("Warrant Share") in the capital of the Corporation. If the holder elects to convert all or any portion of the principal amount of Convertible Debentures held by them within 12 months of the Closing Date, the exercise price of the Warrant shall be $0.10 per Warrant Share, expiring twenty-four (24) months from the Closing Date (the "Warrant Expiry Date"). If the Holder elects to convert all or any portion of the principal amount of Convertible Debentures held by them after 12 months from the Closing Date and until the Maturity Date, the exercise price of the Warrant shall be $0.25 per Warrant Share, expiring on the Warrant Expiry Date. Holders converting their Convertible Debentures will receive accrued and unpaid interest thereon, in cash, from the period of the last interest payment date on their Convertible Debentures up to but not excluding the date of conversion.

The Debentures, Common Shares and Warrants issued upon conversion thereof will be subject to a four month and one day hold period from the date of issuance of the Debentures in accordance with applicable securities laws and the policies of the Exchange.

The Corporation may redeem the Debentures for cash at any time prior to the maturity date, in whole or in part, from time to time without bonus or penalty, at a redemption price equal to the Debentures principal amount plus accrued and unpaid interest, if any.

The net proceeds of the Debenture issuance will be used by the Corporation as a commercial loan to SBL Testing Technologies (USA) Inc. ("SBL") to fund the marketing efforts in the North American and Caribbean markets.

About Sparta

Sparta is a technology-based company that owns or holds a controlling interest in a network of independent businesses that supply energy saving technologies designed to reduce energy inefficiencies, achieve reduced emissions, and increase operating efficiencies in various industries. In response to the COVID-19 crisis, Sparta has also expanded its scope to help facilitate supply of necessary materials while assisting talented inventors who are looking to introduce innovative technical solutions that will bring greater normalcy to the post COVID-19 world. Sparta's network of independent businesses provides a wide range of specialized energy capturing, converting, optimizing, and related services to the commercial sector. Sparta provides capital, technical and engineering expertise, legal support, financial and accounting knowledge, strategic planning, and other shared services to its independent businesses. As Investors are increasingly applying non-financial factors to their analysis process (ESG), Sparta continues to strengthen its environmental and social path by adding new green products and services, as well as advanced health technologies for human good.

Sparta is a publicly traded company listed on the TSX Venture Exchange under the symbol "SAY" (TSX.V: SAY). Additional information is available at www.spartagroup.ca or on SEDAR at www.sedar.com.

For more information contact:
John O'Bireck, President
Email: jobireck@spartagroup.ca
Telephone: (905) 751-8004

This above may contain "forward-looking information" within the meaning of applicable securities laws. When used in this address, 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. 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, readers are cautioned to not place undue reliance on forward-looking information because the Corporation can give no assurance that they will prove to be correct. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date of publication of this information and the Corporation undertakes no obligation to update such forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Furthermore, the Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Corporation. All forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

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

SOURCE: Sparta Group