Sparcap One Ltd.
TSX VENTURE : SON.P

September 25, 2013 10:56 ET

Sparcap Enters Into Definitive Option Agreement to Acquire Interest in Butt Township Property

TORONTO, ONTARIO--(Marketwired - Sept. 25, 2013) - Sparcap One Ltd. (the "Company") (TSX VENTURE:SON.P), a capital pool company, is pleased to announce that further to its press release dated June 24, 2013 the Company has entered into a definitive option agreement (the "Option Agreement") with Griftco Corporation ("Griftco") wherein the Company has been granted the right to earn a 100% interest in 10 unpatented mining claims located in Butt Township, Ontario (the "Property").

Pursuant to the terms of the Option Agreement, the Company can earn a 100% interest in the Property in exchange for:

  • the issuance of 2,750,000 common shares ("Common Shares") of the Company to Griftco on or before the date the TSX Venture Exchange ("TSXV") grants approval of the transaction ("Approval Date");
  • the issuance of 250,000 Common Shares to Griftco and the Company incurring $200,000 in expenditures on the Property on or before the first anniversary of the Approval Date;
  • the issuance of 200,000 Common Shares to Griftco and the Company incurring $200,000 in expenditures on the Property on or before the second anniversary of the Approval Date; and
  • the issuance of 100,000 Common Shares to Griftco and the Company incurring $500,000 in expenditures on the Property on or before the third anniversary of the Approval Date.

In addition, following the Approval Date, Dan Patrie Exploration Ltd. ("Patrie Exploration") has agreed to assign to Griftco one-half of its currently held 3% net smelter return royalty (the "NSR") from production on the Property. The Company may purchase 0.75% of the NSR from Griftco for $500,000 and 0.75% of the NSR from Patrie Exploration for $500,000. Following the assignment, Patrie Exploration and Griftco will hold a 1.5% NSR, respectively, on the Property.

The securities issued pursuant to the Option Agreement are subject to a four month hold period from the date of issuance.

This transaction shall serve as the Company's Qualifying Transaction, as defined in TSXV Policy 2.4 ("CPC Policy") and completion of the transaction is subject to approval by the TSXV. The Company is in the process of finalizing a filing statement with respect to Qualifying Transaction, which will be announced and filed upon completion.

Private Placement

Completion of the Qualifying Transaction is conditional upon, among other things, the completion of a private placement (the "Offering") of 4,285,714 Common Shares at a price of $0.07 per share for aggregate proceeds of $300,000. The Company has agreed to pay a finder's fee equal to 8% of the gross proceeds of the Offering and issue finder warrants equal to 8% of the number of Common Shares issued in connection with the Offering. Each finder warrant will entitle the holder thereof to purchase one Common Share at a price of $0.07 for a period of two (2) years from the date of issuance.

The Company intends to complete the Offering concurrently with the closing of the Qualifying Transaction.

For further information with respect to the Property and the Qualifying Transaction, please refer to the Company's press release of June 24, 2013.

About the Company

The Company is a capital pool company listed on the TSXV. Since its incorporation, other than completing its initial public offering under the CPC Policy in August 2011 and the transactions in relation thereto, the Company has not commenced commercial operations and currently has no assets other than cash, currently in the amount of approximately $345,006.74.

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 Qualifying Transaction or the proposed transaction has been terminated in accordance with the CPC Policy.

Completion of the transaction is subject to a number of conditions, including but not limited to, completion of the Offering and TSXV approval. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed transaction and neither the TSXV nor its Regulatory Service Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

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

Contact Information

  • Sparcap One Ltd.
    Michael Smyth
    Director
    (416) 367-3333

    Sparcap One Ltd.
    Kelly Ehler
    Director
    (905) 946-8444