Sparcap Provides Update on Qualifying Transaction

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