Sparta Announces Non-brokered Private Placement of Convertible Debentures

Rhea-AI Summary

Sparta Capital Ltd. announced a private placement of unsecured convertible debentures to raise up to $500,000 for its partnership with SBL Testing Technologies. The proceeds will support the marketing of rapid-testing solutions across North America and the Caribbean amidst the ongoing COVID-19 pandemic. Each debenture, priced at $5,000, will carry an 8% interest rate, maturing in 2 years. Holders can convert debentures into shares and warrants at varying prices based on conversion timing. The placement is expected to close around November 5, 2021.

Positive

• Private placement of up to $500,000 to support marketing efforts.
• Strategic partnership with SBL provides rapid-testing solutions for COVID-19.
• Debentures offer an attractive 8% interest rate.

Negative

• None.

TORONTO, ON / ACCESSWIRE / November 3, 2021 / Sparta Capital Ltd. (TSXV:SAY) (the "Corporation" or "Sparta") is pleased to announce that it has agreed to further expand its recently announced relationship with SBL Testing Technologies (USA) Inc. ("SBL") to help provide much needed testing programs, including traceable workplace rapid-testing for its network of North American industrial and commercial clients. In support of this initiative, the Corporation intends to complete a non-brokered private placement (the "Private Placement") of unsecured convertible debentures ("Debentures") for gross proceeds of up to $500,000. The net proceeds of the Debenture issuance will be used by the Corporation as a commercial loan to SBL to fund the marketing efforts in the North American and Caribbean markets. This announcement comes as there is so much international discussion about how rapid-testing for SARS-CoV-2, for both the unvaccinated and vaccinated, may help free society from the lingering health concerns of the COVID-19 pandemic.

Each Debenture will have an issue price of $5,000 per Debenture. 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. The December 31, 2021 interest payment will represent accrued interest for the period from the Closing Date.

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 entitling the Holder to purchase one Common Share ("Warrant Share") in the capital of the Corporation. In the event that 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 Private Placement is expected to close on or around November 5, 2021.

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 closing of the Private Placement is subject to regulatory approval including but not limited to, the approval of the Exchange.

Under the Canada Labour Code, the employer is responsible for the occupational health and safety of their employees. Along with accepted public health measures, such as frequent handwashing, physical distancing, the wearing of masks and vaccination, adoption of widespread rapid-testing is now being embraced. In light of the increasing number of break-through cases emerging each week, many workplaces are now looking to rapid-testing, for both the vaccinated and unvaccinated, to help:

• minimize production downtime relative to erroneous diagnosis
• quickly triage which employees, if any, may need additional care
• slow the spread of COVID-19 as well as any future infectious diseases throughout the workplace
• keep employees, their families, and the community safe
• safely reopen the economy

To add additional support for the track-and-trace protocols for the rapid-testing procedures, Sparta and SBL also offer sophisticated A.I. powered screening technology to help quickly triage who in the workplace should be tested each day, thus providing a seamless program for worker safety.

In recent weeks, Sparta and SBL have been asked if their testing and screening technologies can be applied to schools, retail outlets, tourist destinations, sports facilities, conference centres or trade shows, as well as a host of other settings where people come and go.

"The answer is a resounding Yes! And one of the most widely talked about examples of how it can work is Slovakia. Almost the entire country was tested two to three times a week with rapid-tests and about a week after the initial tests were done, they reported caseloads for COVID-19 had dropped by 60 percent. In fairness, there were other safety measures like masking in place, but added layers of protection, like rapid-testing, have an important place. Every form of protection has imperfections, but with multiple layers we can better slow the spread," said Rich Robillard, Managing Director of SBL.

About SBL

SBL integrates innovative safety & testing technologies into complex workplaces, aligning to corporate risk profiles, safety programs, and operational processes. SBL works with businesses, government agencies, and organizations in all industrial sectors, leveraging technology to reduce risk and enhance policy effectiveness. SBL's team has successfully provided risk management, safety solutions and workplace testing technologies for decades. Pandemic Response / Business Continuity solutions are led by a team who collectively have 80⁺ years of delivering fully integrated solutions to government agencies & Fortune 500 companies worldwide.

You can learn more about SBL testing technologies through the following video link: SBL technology and by visiting www.sbltt.com.

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

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FAQ

What is Sparta Capital's recent private placement announcement regarding SCAXF?

Sparta Capital announced a private placement of convertible debentures to raise up to $500,000 to support its partnership with SBL Testing Technologies.

When is the expected closing date for Sparta's private placement of convertible debentures?

The private placement is expected to close on or around November 5, 2021.

What are the terms of the convertible debentures issued by Sparta Capital?

Each debenture has an issue price of $5,000, with an 8% interest rate, convertible into shares at varying prices based on the timing of conversion.

How will the proceeds from the private placement be used by Sparta Capital?

The proceeds will be used as a commercial loan to SBL to fund their marketing efforts in North America and the Caribbean.