Sparta Capital Announces Proposed Private Placement
ACCESS Newswire · Sparta Group

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TORONTO, ON / ACCESSWIRE / November 28, 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 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 net proceeds from the sale of Units will be used by the Corporation for marketing and sales 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, research and development to enhance the Corporation's technology, operating capital and completing registration of a US quotation on the OTCQB.

In connection with the Offering, 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. 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.