Sparcap Provides Update on Qualifying Transaction
January 14 2014 - 12:47PM
Marketwired
Sparcap Provides Update on Qualifying Transaction
TORONTO, ONTARIO--(Marketwired - Jan 14, 2014) - Sparcap One
Ltd. (the "Company") (TSX-VENTURE:SON.P), a capital pool company,
is pleased to provide an update with respect to its proposed
Qualifying Transaction ("QT"). On September 25, 2013 the Company
announced the execution of a definitive option agreement with
Griftco Corporation wherein the Company has been granted the right
to earn a 100% interest in 10 unpatented mining claims located in
Butt Township, Ontario, which would constitute its QT pursuant to
the policies of the TSX Venture Exchange (the "TSXV").
In accordance with TSXV policy, the Company was to complete a QT
by September 3, 2013, being 24 months from the date of the listing
of its common shares (the "Common Shares") on the TSXV. The Company
was unable to complete its QT within this time period. Accordingly,
the Common Shares were suspended from trading and the Company was
required to either complete its QT or transfer to NEX prior to
December 3, 2013 in order to avoid being delisted. As the Company
has not completed its QT or received the necessary shareholder
approvals to transfer to NEX the Company was granted an extension
by the TSXV to complete its QT, provided that the Company obtains
disinterested shareholder approval, by written evidence from
holders of more than 50% of the Common Shares owned by
disinterested shareholders for (i) the transfer to NEX, a separate
board of the TSXV that provides a trading forum for listed
companies that have fallen below the TSXV's continued listing
requirements and (ii) the cancellation of an amount of seed shares
(the "Seed Shares") purchased at $0.05 per Common Share so that the
average cost of the remaining Seed Shares are at least equal to the
Company's initial public offering price of $0.10 per Common
Share.
If the transfer to the NEX and the partial cancellation of the
Seed Shares is not approved by disinterested shareholders holding
more than 50% of the Common Shares owned by disinterested
shareholders, the Common Shares will be delisted by the TSXV such
that there will no longer be a public market for trading in the
Common Shares, and in accordance with the policies of the TSXV and
the terms of the Escrow Agreement dated May 27, 2011, entered into
among the Company, Olympia Transfer Services Inc. and the Company's
directors and officers, all of the Seed Shares purchased at $0.05
per Common Share will be cancelled.
The Company is pleased to confirm that its proposed QT is
presently under review by the TSXV and the Company expects to
obtain the necessary consents to evidence majority approval of the
disinterested shareholders shortly in order to complete its QT and
to avoid the consequences associated with being delisted.
Trading in the Common Shares was halted on June 20, 2013, in
accordance with the policies of the TSXV and is expected to remain
halted until after the TSXV accepts and confirms the completion of
the QT or the proposed transaction has been terminated in
accordance with the applicable policy of the TSXV.
Completion of the QT is subject to a number of conditions,
including but not limited to, completion of a concurrent financing
and TSXV approval. There can be no assurance that the QT will be
completed as proposed or at all.
Forward-Looking Statements
This news release contains certain "forward-looking
information" within the meaning of applicable securities law.
Forward-looking information is frequently characterized by words
such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate", "may", "will", "would", "potential",
"proposed" and other similar words, or statements that certain
events or conditions "may" or "will" occur. These statements are
only predictions. Forward-looking information is based on the
opinions and estimates of management at the date the information is
provided, and is subject to a variety of risks and uncertainties
and other factors that could cause actual events or results to
differ materially from those projected in the forward-looking
information. For a description of the risks and uncertainties
facing the Company and its business and affairs, readers should
refer to the Company's Management's Discussion and Analysis. The
Company undertakes no obligation to update forward-looking
information if circumstances or management's estimates or opinions
should change, unless required by law. The reader is cautioned not
to place undue reliance on forward-looking information.
Shares Outstanding: 9,470,000
Sparcap One Ltd.Michael SmythDirector(416) 367-3333Sparcap One
Ltd.Kelly EhlerDirector(905) 946-8444
Sparcap One Ltd (TSXV:SON.P)
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