Sparta Capital Ltd.
NEX BOARD : SAY.H
TSX VENTURE : SAY.H

Sparta Capital Ltd.

February 09, 2016 16:59 ET

Sparta Capital Ltd. Signs Letter of Intent to Take Over Environmental Tech Company

CALGARY, ALBERTA--(Marketwired - Feb. 9, 2016) -

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.

Sparta Capital Ltd. (NEX:SAY.H) (the "Corporation" or "Sparta") is positioned to acquire all or a majority ownership in Toronto based, SuperNova Performance Technologies Ltd. ("SuperNova"). This after signing a non-binding letter of intent ("LOI"), offering to purchase all or the majority of the issued and outstanding common shares of SuperNova. Under the terms of the LOI, Sparta will offer to purchase all of the issued and outstanding common shares of SuperNova on a one-for-one basis (the "Acquisition"), resulting in the issuance of up to 9,849,750 Sparta common shares at a deemed value of $0.05 per common share and SuperNova becoming a wholly owned or majority owned subsidiary of Sparta. Currently, SuperNova has 4,849,750 warrants outstanding each with an exercise price of $0.25, that were extended at various times in 2014 for two years expiring at various times in 2016 with an automatic one year extension clause (the "SuperNova Warrants"). All outstanding SuperNova Warrants will be replaced with Sparta warrants on terms being identical to the present SuperNova Warrants, but will expire no later than 12 months from the date of closing of the Acquisition. Additionally, SuperNova has outstanding secured long-term debt in the amount of $1,027,526 due and payable at different times with rights to renew and extend (the "SuperNova Debt"). Upon completing the Acquisition, the SuperNova Debt will be restructured to become interest bearing, at a rate of 3%, and all accrued and unpaid interest as at the closing of the Acquisition will form part of the principal outstanding, and the SuperNova Debt will mature to become due and payable two years from the date of closing of the Acquisition.

The Acquisition, if finalized through a definitive agreement, is intended to help Sparta expand its green technology offerings and formalize its reach into the transportation market, including trucking. The trucking industry is the lifeblood of the North American economy. American Trucking Associations data shows it takes close to 40 billion gallons of fuel to move freight across the U.S. every year. Both the U.S. Environmental Protection Agency and the National Highway Safety Administration agree that even small reductions in fuel consumption could have a significant environmental impact.

SuperNova (www.supernovatech.info) is a privately held Canadian corporation that focuses on technologies that reduce greenhouse gas emissions while saving customers money. Along with transportation, SuperNova has developed a number of unique systems, including one for the remote diesel-electric power generation market, known as the Hydrogen Power Lizard. By combining the rapid expansion of hydrogen gas with an exhaust gas recompression system, the Hydrogen Power Lizard can significantly reduce fuel consumption and emissions, helping remote areas where the only form of electricity comes from diesel-electric generators. SuperNova also has developments in other markets such as: public transit, marine, military vehicles, mining, and waste management.

"SuperNova's vision coincides with our mission to foster technologies that will allow for a more sustainable world; a world that uses new, cleaner fuel sources and that will support our most precious resource - future generations. Extending Sparta's current business by combining SuperNova's identity with our mission is exciting," said Lee Abrahamson, Sparta's Vice President - Transport Division.

"If approved, the SuperNova products will all qualify for the Clean Air for Kids initiative; a campaign that allows our customers to convert carbon reductions from our products into funds to help pre-qualified children's hospitals. It's incredibly satisfying to know we are taking further steps to position our transportation efforts to help people save money, help the planet and help children all at the same time," Abrahamson added.

The Acquisition, and the other transactions contemplated in connection therewith, requires the approval of both the Sparta and SuperNova Board of Directors, as well as, the approval of the TSX Venture Exchange Inc. (the "Exchange").

The Acquisition will be carried out by parties dealing at arm's length to one another and therefore will not be considered to be a "Related Party Transaction", as such term is defined under the policies of the Exchange.

Upon the entering into of a definitive agreement between Sparta and SuperNova to complete the Acquisition, and the other transactions contemplated herein, further details will follow.

About Sparta

Sparta fosters and distributes a range of energy efficient solutions. Late in 2014, Sparta acquired all of the outstanding common shares in Canadian based Newport Environmental Technologies Ltd. ("Newport"). Now under the Sparta banner, Newport is in the process of securing several other licenses for technologies developed to save fuel while reducing carbon emissions in various markets. In 2015, Sparta established three new divisions: Sparta Technologies 4 Mining Ltd., to cater to the special needs of the mining industry; Illumineris Inc., a company that focuses on glow-in-the-dark safety products; and ReECO Conversion Technologies Ltd., a biomass conversion division.

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.

Neither TSX Venture Exchange Inc. (nor any of its separate boards which includes the NEX) nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release.

The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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