Sparta Capital Ltd. Announces Agreement to Acquire Supernova Performance Technologies Ltd.
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Calgary, Alberta (FSCwire) - Sparta Capital Ltd. (TSXV: SAY.H) (the “Corporation” or “Sparta”) is pleased to announce that further to its news release dated February 9, 2016, it has entered into a pre-acquisition agreement (the “Agreement”) pursuant to which it will make an offer to acquire all of the issued and outstanding common shares of SuperNova Performance Technologies Ltd. (“SuperNova”), a privately held company based in Toronto, Ontario (the “Acquisition”). Under the terms of the Agreement, Sparta will make an offer to purchase all of the issued and outstanding common shares of SuperNova on a one-for-one basis by way of exempt takeover bid (the “Exempt Takeover Bid”). The Exempt Takeover Bid may result in the issuance of up to 9,849,750 Sparta common shares at a deemed value of $0.05 per common share. It is a condition of the Agreement that SuperNova becomes a wholly owned or majority owned subsidiary of Sparta. Currently, SuperNova has 6,721,000 warrants outstanding each with an average exercise price of $0.25, that were extended at various times in 2014 for two years expiring at various times in 2016 with an automatic one year extension clause (the “SuperNova Warrants”). Pursuant to the terms of the Agreement, each outstanding SuperNova Warrant shall be replaceable with a Sparta warrant on terms substantially identical to the present SuperNova Warrants, but will expire no later than 12 months from the date of closing of the Acquisition. Additionally, SuperNova has outstanding secured long-term debt in the amount of $1,027,526 as at December 31, 2015 (the “SuperNova Debt”). Upon completing the Acquisition, the SuperNova Debt will be restructured to capitalize interest to December 31, 2016 and thereafter interest bearing, at a rate of 3% per annum.
The Acquisition, and the other transactions contemplated in connection therewith, requires the approval of the approval of the NEX, a separate board of the TSX Venture Exchange Inc. (the “Exchange”).
The Acquisition will be carried out by parties dealing at arm’s length to one another and therefore will not be considered to be a “Related Party Transaction” as such term is defined under the policies of the Exchange.
SuperNova (www.supernovatech.info) is a privately held Canadian corporation that focuses on technologies that reduce greenhouse gas emissions while saving customers money. Along with transportation, SuperNova has developed a number of unique systems, including one for the remote diesel-electric power generation market, known as the Hydrogen Power Lizard™. By combining the rapid expansion of hydrogen gas with an exhaust gas recompression system, the Hydrogen Power Lizard™ can significantly reduce fuel consumption and emissions, helping remote areas where the only form of electricity comes from diesel-electric generators.
Sparta Capital Ltd. fosters and distributes a range of energy efficient solutions. Following the acquisition of Canadian based Newport Environmental Technologies Ltd. (“Newport”) Sparta continued the process of securing several other licenses for technologies developed to save fuel, while reducing carbon emissions in various markets. Since the acquisition of Newport, Sparta established three new divisions: Sparta Technologies 4 Mining Ltd; to cater to the special needs of the mining industry, Illumineris Inc., offering a comprehensive suite of smart-building, energy optimization technologies; including a unique line of glow-in-the-dark safety products, and ReECO Conversion Technologies Ltd; a biomass conversion division. For a more detailed look at the company profile, please visit the Sparta website (www.spartacapital.com).
For further information please contact:
Tom Brown, President
Telephone: (306) 491-6323
This news release contains “forward-looking information” within the meaning of applicable securities laws. When used in this news release, 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 news release 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.
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 that may be issued pursuant to the Acquisition 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.
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Source: Sparta Capital Ltd. (TSX Venture:SAY.H)
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