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Sparta Capital Ltd
Symbol SAY
Shares Issued 138,964,140
Close 2016-01-27 C$ 0.04
Market Cap C$ 5,558,566
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Sparta Capital kicking tires of green-tech's SuperNova

2016-02-09 17:20 ET - News Release

Ms. Teresa Madaleno reports

SPARTA CAPITAL LTD. SIGNS LETTER OF INTENT TO TAKE OVER ENVIRONMENTAL TECH COMPANY

Sparta Capital Ltd. is positioned to acquire all or a majority ownership in Toronto-based SuperNova Performance Technologies Ltd., 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, resulting in the issuance of up to 9,849,750 Sparta common shares at a deemed value of five cents 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 25 cents, that were extended at various times in 2014 for two years expiring at various times in 2016 with an automatic one-year extension clause. 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. Upon completing the acquisition, the SuperNova debt will be restructured to become interest-bearing, at a rate of 3 per cent, 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 Association data show it takes close to 40 billion gallons of fuel to move freight across the United States 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 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 prequalified 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," Mr. 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.

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.

We seek Safe Harbor.

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