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SON.P Sparcap One Ltd

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0.00 (0.00%)
Share Name Share Symbol Market Type
Sparcap One Ltd TSXV:SON.P TSX Venture Ordinary Share
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -

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

25/09/2013 3:56pm

Marketwired Canada


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

FOR FURTHER INFORMATION PLEASE CONTACT: 
Sparcap One Ltd.
Michael Smyth
Director
(416) 367-3333


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

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