SPARTA GROUP (:SAY) Sparta Capital Announces Closing of Private Placement and Issuing of Management Cease Trade Order

Directive transparence : information réglementée

08/02/2023 01:15

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.

TORONTO, ON / ACCESSWIRE / February 7, 2023 / Further to a previous extension announcement on January 30, 2023, Sparta Group (TSXV:SAY) (the "Corporation", the "Company", "Sparta Group", "Sparta Capital", "SAY.V" or "Sparta") is pleased to announce that it has closed the non-brokered private placement (the "Offering") previously announced on December 9, 2022 and is also announcing that further to its February 1, 2023 news release ("Default Announcement") it has received the order from the Alberta Securities Commission ("ASC") after filing an application seeking a Management Cease Trade Order (the "MCTO") under National Policy 12-203, Management Cease Trade Orders.

Management Cease Trade Order

In the Default Announcement, Sparta reported that it had completed an application seeking an order for an MCTO from the ASC because the Company was unable to file its annual financial statements for the year ended September 30, 2022, including the related management's discussion and analysis and certifications from the CEO and CFO (the "Annual Filings") in time to meet the January 28, 2022, filing deadline. The delay in filing is related to staffing issues at the auditing firm. The Company expects to file the Annual Filings on or before February 28, 2023.

While the MCTO restricts all trading in securities of the Company by the Chief Executive Officer and Chief Financial Officer of the Company until the management cease trade order is no longer in effect, regular trading by current and future investors (those outside the Company), continues as normal. The MCTO will be in effect until the Annuals Filings are filed.

Until the Annual Filings are filed, the Company intends to satisfy the provisions of the Alternative Information Guidelines set out in National Policy 12-203 - Management Cease Trade Orders.

The Company confirms that, other than what was disclosed in prior press releases, there have been no material business developments since the filing of the Company's latest interim financial report.

Private Placement

The Corporation has received approval from the TSX Venture Exchange to complete the Offering and as a result the Corporation has issued 20,433,333 units of the Corporation ("Units") at a price of $0.03 per Unit for gross proceeds to the Corporation of $613,000. 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 issuance (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 the December 9th 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 new developments that have been happening under the Sparta umbrella, b) expand research and development efforts to enhance the Corporation's technology, c) cover general working capital for general corporate purposes that includes, audit, legal, accounting, license and fees, administration, management, office, travel and promo and d) complete registration of a US quotation on the OTCQB. 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.

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.

About Sparta™

Sparta Group (a.k.a. Sparta Capital Ltd.) is a company 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 further information please contact:

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

Cautionary Statements:

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. In particular, this news release contains forward-looking statements relating to, among other things, statements pertaining to the "Offering" and actual results could differ materially from those currently anticipated due to a number of factors and risks.

These include, but are not limited to, the failure to obtain necessary regulatory approvals, necessary financing and risks associated with the environmental technologies industry in general. 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

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