Sparta Capital Announces Proposed Private Placement

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TORONTO, ON / ACCESSWIRE / December 9, 2022 / Sparta Group (TSXV:SAY) (the "Corporation", the "Company", "Sparta Group", "Sparta Capital", "SAY.V" or "Sparta") is pleased to announce that, subject to regulatory approval, the Corporation intends to complete an offering ("Offering") of up to 10,000,000 units of the Corporation ("Units") at a price of $0.03 per Unit for gross proceeds of up to $300,000. Each Unit is comprised of one (1) common share of the Corporation ("Common Share") and one full Common Share purchase warrant ("Warrant"), each Warrant entitling the holder to purchase one additional Common Share at a price of $0.05 per Common Share for a period of twenty-four (24) months from the date of closing the Offering (the "Warrant Expiry"). The price per Common Share has been set based on the weighted average and the last trading price on the TSX Venture Exchange prior to the issuance of this press release. If at any time before the Warrant Expiry the volume weighted average trading price of the Common Shares is greater than $0.12 for ten consecutive trading days, the Corporation may, at its sole discretion, accelerate the Warrant Expiry Date by giving 30 days notice to each holder of Warrants.

The Corporation intends to use the net proceeds to; a) expand marketing and communications initiatives to educate the investment community and the market-at-large about all the exciting new developments that have been happening under the Sparta umbrella (25%), b) expand research and development efforts to enhance the Corporation's technology (35%), and c) cover general working capital for general corporate purposes that includes, audit, legal, accounting, license and fees, administration, management, office, travel and promo (30%) and d) complete registration of a US quotation on the OTCQB (10%). None of the proceeds received will be used to pay non-arm's length parties nor will they be used to pay investor relations activities. Should the maximum Offering not be achieved, the use of proceeds will be adjusted by the Corporation. If Sparta receives total subscriptions pursuant to the existing security holders' exemption which causes the Offering to exceed $300,000, Sparta may accept such subscriptions on a first come, first serve basis. There is no minimum Offering.

The Offering is subject to certain conditions including but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange Inc. ("TSXV"). Pursuant to applicable securities laws, all securities issued pursuant to the Offering will be subject to a four-month hold period from the date of closing. Furthermore, Sparta will be relying on the existing security holders' exemption as well as other available prospectus exemptions. For those investors relying upon the exemption for existing security holders, the aggregate acquisition cost to a subscribing shareholder of all securities of Sparta cannot exceed $15,000 in the previous 12 months, unless that shareholder has obtained advice regarding the suitability of the investment from a registered investment dealer in the subscriber's jurisdiction. The offer to purchase Units is available to all security holders of Sparta who held Common Shares on November 25, 2022. Shareholders resident in Ontario, Newfoundland and Labrador, and countries other than Canada will need to meet local jurisdiction requirements to participate.

About Sparta

Sparta Group (a.k.a. Sparta Capital Ltd.) is a public company (TSXV:SAY) focused on advanced technology designed to improve the health of the planet, the health of businesses, and the health of humankind. Sparta 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. At the same time, the company also diverts waste from landfill, transforming it into something of value. While it began as an environmental technology company, Sparta expanded its technological expertise to address the growing demand for healthier workplaces and healthy employees. Its strong Technical Advisory Board reflects Sparta's dedication to advancing technologies that incorporate the latest in high-tech, including Artificial Intelligence (AI), to solve some of the world's pressing problems, including climate change, viral outbreaks, and mounting waste. The company is now structured into three divisions: Environment, Innovation, and Energy. These divisions better categorize the growing list of products and services offered by the Company.

Sparta is a publicly traded company listed on the TSX Venture Exchange Inc. 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 & CTO
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