/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
KELOWNA, BC, Nov. 23, 2020 /CNW/ - Spartan Acquisition Corp.
(TSXV: VDKA.P) (the "Company" or "Spartan"), a
capital pool company ("CPC"), is pleased to announce it has
entered into a binding non-arm's length amalgamation agreement
dated November 20, 2020 (the
"Agreement") with Forbidden Distillery Inc.
("Forbidden"). Forbidden is a private company engaged in the
production and distribution of alcoholic spirits which
includes such brands as REBEL Vodka, Forbidden Spirits Vodka,
Adam's Apple Brandy, and Eve's Original Gin. Pursuant to the
Agreement, Spartan and Forbidden have agreed to amalgamate (the
"Amalgamation") under the Business Corporations Act
(British Columbia) (the
"BCBCA").
Spartan intends that the Amalgamation will constitute its
Qualifying Transaction, as such term is defined in the policies of
the TSX Venture Exchange (the "Exchange"). Upon
completion of the Amalgamation, the Company expects that the
Resulting Issuer (as defined herein) will be named "Forbidden
Spirits Distilling Corp." and will be listed as a Tier 2 Industrial
issuer on the Exchange.
Summary of the Qualifying Transaction
The Agreement contemplates Spartan and Forbidden amalgamating
pursuant to the BCBCA to continue as a new company, Forbidden
Spirits Distilling Corp. (the "Resulting Issuer"). As a
result of the Amalgamation, the current shareholders of Forbidden
would own a majority of the issued and outstanding Resulting Issuer
Shares (as defined herein).
Each common share in the capital of Spartan (the "Spartan
Shares") that is outstanding immediately prior to the
Amalgamation (other than Spartan Shares held by shareholders (the
"Spartan Shareholders") who exercise their dissent rights)
shall be converted into one (1) common share in the capital of the
Resulting Issuer (the "Resulting Issuer Shares"),
representing a deemed price of $0.30 per Resulting Issuer Share.
Each class "A" voting common share in the capital of Forbidden
(the "Forbidden Voting Shares") that is outstanding
immediately prior to the Amalgamation (other than Forbidden Voting
Shares held by shareholders (the "Forbidden Shareholders")
who exercise their dissent rights) shall be converted into
twenty-four (24) Resulting Issuer Shares at a deemed price of
$0.30 per Resulting Issuer Share.
Each class "B" non-voting common share in the capital of Forbidden
(the "Forbidden Non-Voting Shares") that is outstanding
immediately prior to the Amalgamation (other than the Forbidden
Non-Voting Shares held by Forbidden Shareholders who exercise their
dissent rights) shall be converted into four (4) Resulting Issuer
Shares at a deemed price of $0.30 per
Resulting Issuer Share. Each class "C" non-voting preferred share
in the capital of Forbidden (the "Forbidden Preferred
Shares") that is outstanding immediately prior to the
Amalgamation (other than the Forbidden Preferred Shares held by
Forbidden Shareholders who exercise their dissent rights) shall be
converted into four (4) Resulting Issuer Shares at a deemed price
of $0.30 per Resulting Issuer Share.
Each class "D" non-voting common share in the capital of
Forbidden (the "Concurrent Financing Shares" and together
with the Forbidden Voting Shares, the Forbidden Non-Voting Shares
and the Forbidden Preferred Shares, the "Forbidden Shares")
that is outstanding immediately prior to the Amalgamation shall be
converted into one (1) Resulting Issuer Share at a deemed price of
$0.30 per Resulting Issuer Share.
Upon completion of the Amalgamation, assuming there are no
dissenting shareholders and assuming the Minimum Financing (as
defined herein) is completed, former holders of Spartan Shares will
hold an aggregate of 4,788,500 Resulting Issuer Shares representing
approximately 8.39% of the outstanding Resulting Issuer Shares
(7.97% assuming the Maximum Financing is fully subscribed) and the
former holders of Forbidden Shares will hold an aggregate of
40,296,000 Resulting Issuer Shares representing approximately
70.59% of the outstanding Resulting Issuer Shares (67.07% assuming
the Maximum Financing is fully subscribed).
In addition, each share purchase warrant and option of Spartan
and Forbidden outstanding immediately prior to the effective date
of the Amalgamation is expected to be converted into securities of
the Resulting Issuer on the same ratio as the Spartan Shares and
Forbidden Shares, respectively.
As a result of the Amalgamation Spartan will essentially acquire
Forbidden through the issuance of 40,296,000 Resulting Issuer
Shares at a deemed price of $0.30 per
Resulting Issuer Share for aggregate deemed consideration of
$12,088,800, exclusive of the
Resulting Issuer Shares issuable to the Concurrent Financing.
The Resulting Issuer Shares to be issued pursuant to the
Amalgamation will be issued pursuant to exemptions from the
prospectus requirements of applicable securities legislation and
certain of the Resulting Issuer Shares issued to insiders of
Forbidden will be subject to escrow conditions, as required by the
Exchange.
Spartan expects that the Amalgamation will result in the
Resulting Issuer being a Tier 2 Industrial Issuer on the Exchange.
Blair Wilson, an officer and
director of Spartan, is the sole director and president of
Forbidden. In addition, other directors and officers of Spartan
also own securities of Forbidden. As a result, the Amalgamation is
a Non-Arm's Length Qualifying Transaction (as defined by the
policies of the Exchange). The Amalgamation must be approved by not
less than 662/3% of the votes cast at the meeting of
Spartan Shareholders (the "Spartan Meeting"). In addition,
the "Majority of the Minority" approval will be required from
disinterested Spartan Shareholders. It is expected that the Spartan
Meeting will be held in the first quarter of 2021 and a management
information circular will be provided to Spartan Shareholders in
due course.
The completion of the Amalgamation is subject to the
satisfaction of various conditions as are standard for a
transaction of this nature, including but not limited to (i) the
completion of the Concurrent Financing (ii) the approval by the
shareholders of Spartan to complete the Amalgamation; (iii) the
approval by the shareholders of Forbidden to complete the
Amalgamation; (iv) the absence of any material adverse change,
material litigation, claims, investigations or other matters
affecting Spartan and Forbidden; and (v) receipt of all requisite
regulatory, stock exchange, court, or governmental authorizations
and consents, including the Exchange. There can be no assurance
that the Amalgamation will be completed on the terms proposed above
or at all. Each of Spartan and Forbidden will bear their own
costs in respect of the Proposed Transaction.
In accordance with Exchange Policy 2.4, Spartan has advanced a
$25,000 non-refundable unsecured
deposit to Forbidden in connection with the Amalgamation.
Concurrent Financing
It is a condition to the completion of the Amalgamation that
Forbidden complete a concurrent financing (the "Concurrent
Financing") for aggregate gross proceeds of a minimum of
$3,600,000 (the "Minimum
Financing") and up to maximum gross proceeds of $4,500,000 (the "Maximum Financing"). It
is anticipated that this Concurrent Financing will be undertaken on
a non-brokered private placement of subscription receipts of
Forbidden (the "Subscription Receipts") at a price of
$0.30 per Subscription Receipt.
It is anticipated that each Subscription Receipt shall entitle the
holder thereof to receive, without payment of any additional
consideration and subject to adjustment, one unit of Forbidden (a
"Unit") in accordance with the terms of the subscription
receipt agreement which will govern the Subscription Receipts (the
"Subscription Receipt Agreement"), including the
satisfaction or waiver of the escrow release conditions which will
be described in the Subscription Receipt Agreement (the "Escrow
Release Conditions"). Immediately prior to closing of the
Proposed Transaction, the Units issued pursuant to the Subscription
Receipts will be automatically exchanged for one Concurrent
Financing Share and one-half of one Concurrent Financing Share
purchase warrant of Forbidden (each whole warrant, a
"Warrant") and subsequently converted into securities of the
Resulting Issuer pursuant to the Amalgamation. Each Warrant
will entitle the holder to acquire one (1) Resulting
Issuer Share at a price of $0.50
for a period of two years following the date of issuance. If,
at any time following the issuance of the Warrants, the daily
volume weighted average trading price of the Resulting Issuer
Shares on the Exchange, or such other stock exchange on which the
Resulting Issuer Shares are listed, is greater than $0.75 for the preceding 10 consecutive trading
days, the Resulting Issuer may, upon providing written notice to
the holders of Warrants, accelerate the expiry date of the Warrants
to the date that is 30 days following the delivery of such written
notice. The Warrants will be transferable in accordance with
applicable securities laws, but will not be listed or quoted on any
stock exchange or market.
The gross proceeds of the Concurrent Financing will be deposited
in escrow at closing pending the satisfaction of the Escrow Release
Conditions. If (i) the Escrow Release Conditions are not
satisfied on or before the escrow release deadline to be stipulated
in the Subscription Receipt Agreement, or (ii) prior to such escrow
release deadline, Spartan and/or Forbidden announces to the public
that it does not intend to satisfy the Escrow Release Conditions,
the escrowed funds shall be returned to the holders of the
Subscription Receipts in accordance with the terms of the
Subscription Receipt Agreement.
Spartan may engage eligible finders (each a "Finder") to
assist with the Concurrent Financing. Subject to compliance
with applicable securities laws, including the policies of the
Exchange, it is expected that any such Finder will be paid a cash
commission equal to 8% of the proceeds raised under the Concurrent
Financing (the "Cash Fee") and be issued such number of
non-transferable common share purchase warrants (the "Finder's
Warrants") as is equal to 8% of the Subscription Receipts sold
under the Concurrent Financing. Each Finder's Warrant will
entitle the holder to acquire a Resulting Issuer Share at an
exercise price of $0.50 for a period
of twenty-four months following the date of issuance.
Proceeds of the Concurrent Financing will be used to pay the
costs associated with the Concurrent Financing and the
Amalgamation, and for working capital and other corporate
purposes.
The Resulting Issuer
Assuming the Minimum Financing is completed, it is estimated
that there will be 57,084,500 Resulting Issuer Shares issued
and outstanding immediately following closing of the Amalgamation
and the Minimum Financing (68,826,800 on a fully-diluted
basis), with the former Spartan Shareholders holding approximately
8.39% of such Resulting Issuer Shares (6.96% on a
fully-diluted basis), former Forbidden Shareholders holding
approximately 70.59% of such Resulting Issuer Shares (58.55% on a
fully-diluted basis) and subscribers under the Concurrent Financing
holding approximately 21.02% of such Resulting Issuer Shares
(17.44% on a fully-diluted basis).
In the event the Maximum Financing is fully subscribed, it is
estimated that there will be 60,084,500 Resulting Issuer
Shares issued and outstanding immediately following closing of the
Amalgamation and the Minimum Financing (73,326,800 on a
fully-diluted basis), with the former Spartan Shareholders holding
approximately 7.97% of such Resulting Issuer Shares (6.51% on
a fully-diluted basis), former Forbidden Shareholders holding
approximately 67.07% of such Resulting Issuer Shares (54.77% on a
fully-diluted basis) and subscribers under the Concurrent Financing
holding approximately 24.96% of such Resulting Issuer Shares
(20.39% on a fully-diluted basis).
Upon completion of the Amalgamation, it is anticipated that the
management of the Resulting Issuer will include the persons
identified below:
Blair Wilson, Director,
President and Chief Executive Officer – (Age 57)
Mr. Wilson has been the President and CEO of Canadian ecoEquity
Corp., a private leasing company since June 1991. Mr. Wilson
is also the co-founder of Forbidden and has been the President of
Forbidden since 2014. Since April 12,
2019, Mr. Wilson has held the offices of President, CEO, CFO
and serves on the board of directors of Genesis Acquisition Corp.
(TSXV: REBL). Since November 18,
2019, Mr. Wilson has held the offices of President, CEO, CFO
and serves on the board of directors of Spartan. Between
June 2004 and January 2006, Mr. Wilson was a Member of
Parliament for West Vancouver –
Sunshine Coast – Sea to Sky
Country and between 1994 and 1996 was a director and the CFO of Pan
Smak Pizza Inc., a company formerly listed on the Exchange. See
"Other Reporting Issuer Experience".
Mr. Wilson earned a Bachelor of Arts degree in political science
from the University of Victoria and a
Chartered Accountants designation from the Canadian Institute of
Chartered Accountants. Mr. Wilson was a member of the Chartered
Professional Accountants of British
Columbia until his resignation in 2016.
Terese Gieselman, Chief
Financial Officer and Director – (Age 58)
Ms. Gieselman has 34 years of international experience with
junior mining and exploration companies listed on the TSX, TSXV,
OTCBB, NASDAQ and AMEX, in the roles of CFO, Treasurer, Corporate
Secretary and director. During her tenure in the resource sector,
Ms. Gieselman has accumulated an extensive background in corporate
and financial reporting and compliance for Canada and the
United States, including particularly relevant experience in
financings, treasury, international corporate structure and
financial reporting in Mexico,
Peru, Chile, Argentina and Zimbabwe. Ms. Gieselman is currently the CFO,
Corporate Secretary of Golden Ridge Resources Ltd (TSXV: GLDN) and
the CFO and a director of Julian Resources Inc. (TSXV: JLR),
CFO/Secretary of Damara Gold Corp (TSXV: DMR), Director of Mind
Cure Health Inc. (CSE: MCUR), President of Minco Corporate
Management Inc. and CFO/Secretary of Choom Holdings Inc. (CSE:
CHOO).
Kelly Wilson, Corporate
Secretary – (Age 58)
Ms. Wilson is the co-founder of Forbidden. Ms. Wilson has
also been the President and a Director of Apple Orchard RV Ltd., a
private recreational vehicle camping ground located in Kelowna, British Columbia since March
1989. Ms. Wilson has held the office of Corporate Secretary
of Genesis Acquisition Corp. (TSXV: REBL) since April 12, 2019 and Corporate Secretary of Spartan
since November 18, 2019. See "Other
Reporting Issuer Experience".
Ms. Wilson earned a diploma in Accounting from Langara College in 1997.
Eugene Hodgson, Director –
(Age 63)
Mr. Hodgson brings 30 years of private and public sector
experience to his position. He began his public sector career in
the Northwest Territories where he
acted as Senior Policy Advisor on resource-based projects. In the
early 1980's he served as Executive Assistant to the Minister of
the Environment, Lands, Parks and Housing in the British Columbia
Government.
Mr. Hodgson has held a number of senior positions in both the
public sector, for the NWT and BC Governments and private industry,
at International Jetfoil Ltd., First Fund Capital, Intrawest, Sea
Breeze Power, Timmins Gold Corp., and Corpfinance International
Limited as Vice President of the Western Region involving providing
advice on finance, public and government policy and corporate
affairs.
He has served on the Board of Directors of various corporations
including Grandfield Pacific Corporation, First Class Systems Inc.,
Arimex Resources Inc., Equitable Real Estate Investment Corp.,
Amwest Properties Inc., Sea Breeze Power Corp., Alda
Pharmaceuticals Corp, Silvermex Resources Inc., Timmins Gold Corp.,
Pacific Cascade Minerals Inc., Maxtech Ventures Inc., and Red Fund
Capital Corp. (formerly Parana Copper Corporation) and is the
former Chair of the Board of Governors of Vancouver Community College. See "Other Reporting
Issuer Experience".
Mr. Hodgson holds a Bachelor of Arts degree from the
University of Calgary.
Kristi Miller, Director –
(Age 49)
Ms. Miller has been providing mid-market businesses with
relationship-focused, strategic financing and advice for more than
twenty years. As Founder and former National Managing
Director of First West Capital, a junior capital firm serving the
Canadian mid-market, Ms. Miller grew the business from start-up to
a national junior capital firm that funded over $250 million to more than 100 businesses.
Ms. Miller is honoured to have been recognized by Ernst & Young
as the Pacific Region's 2019 Entrepreneur of the Year in the
category of Business Disrupter for this work.
In addition to serving on the board of Douglas College, Kristi currently serves on a
number of corporate and non-profit boards, including Private
Debt Partners, Aisle (formerly Lunapads), LIFT Philanthropy
Partners, Junior Achievement of BC and the Fulmer Foundation.
Kristi also mentors for entrepreneurship@UBC and MaRS. In
2017, Kristi received the Canadian Venture Capital Association's
Ted Anderson Community Leadership Award.
Kristi holds a Master of Business Administration from UBC,
as well as the ICD.D designation.
Maya Kanigan, Director – (Age
48)
For the past 20 years, Ms. Kanigan has been creating and
directing solutions to advance women in leadership and empower the
next generation. In 2001, she founded the Women in Leadership
Foundation ("WIL"), a national, non-profit organization
dedicated to advancing women in leadership positions and creating a
platform to promote diverse & inclusive workplaces. WIL's award
winning, 5-month Mentorship Program matches emerging women leaders
with mentors from diverse industries from the business community to
build confidence, develop leadership skills, and propel career
advancement. WIL has chapters in Toronto, Ottawa, Montreal, Kelowna, Victoria, Vancouver, and Calgary.
In 2015, Ms. Kanigan co-founded Leading Talent, Canada's first dedicated career portal for
women.
Ms. Kanigan holds a Bachelor of Commerce degree from the
University of Victoria.
Sponsorship of the Qualifying Transaction
Sponsorship of a "Qualifying Transaction" of a CPC is required
by the Exchange unless exempt therefrom in accordance with the
Exchange's policies or a waiver is granted. Given the size
and nature of the Amalgamation, including the amount of the
Concurrent Financing, Spartan will apply for a waiver from the
sponsorship requirements pursuant to the policies of the Exchange.
If the waiver is not granted by the Exchange, then Spartan would be
required to engage a sponsor.
About Spartan Acquisition Corp.
Spartan is a Capital Pool Company whose principal business is to
identify and evaluate assets or businesses with a view to
completing a Qualifying Transaction. Subject to approval of
the Exchange, Spartan intends the Amalgamation to constitute its
Qualifying Transaction.
Spartan is a company incorporated under the BCBCA.
Spartan's head office is located at 4400 Wallace Hill Road,
Kelowna, British Columbia V1W 4C3
and its registered office is located at 301, 1665 Ellis Street,
Kelowna, British Columbia V1Y 2B3.
The Spartan Shares trade on the Exchange under the symbol
"VKDA.P".
About Forbidden Distillery Inc.
Forbidden is a craft distillery licensed by the province of
British Columbia to manufacture,
bottle and sell alcohol from its on-site tasting room directly to
retail customers or from its manufacturing plant directly to
on-premise customers such as restaurants, pubs, hotels, and golf
courses and directly to off-premise customers such as private beer,
wine and spirits stores. Forbidden is also licensed by the
government of Canada to produce
and sell hand & surface sanitizer. Forbidden was
incorporated under the Business Corporations Act
(British Columbia) in 2014 and is
headquartered in Kelowna, British
Columbia.
|
For the Year
Ended
December 31, 2019 (unaudited)
|
For the Year
Ended
December 31, 2018
(unaudited)
|
Income Statement
Data
|
|
|
Net sales or total
revenues
|
$205,766
|
$25,050
|
Total
Expenses
|
$1,024,708
|
$664,893
|
Comprehensive
Loss
|
($937,967)
|
($655,465)
|
|
As at December 31,
2019
|
As at December 31,
2018
|
Balance Sheet
Data
|
|
|
Total
Assets
|
$3,094,637
|
$2,983,575
|
Total Current
Liabilities
|
$816,809
|
$663,641
|
Total Long Term
Liabilities
|
$446,112
|
$508,751
|
All information in this Press Release relating to Forbidden
is the sole responsibility of Forbidden. Management of Spartan has
not independently reviewed this disclosure nor has Spartan's
management hired any third party consultants or contractors to
verify such information
Cautionary Note
As noted above, completion of the Amalgamation is subject to a
number of conditions including, without limitation, approval of the
Exchange, approval of the shareholders of Spartan, including on a
"Majority of the Minority Approval" basis, approval of the
shareholders of Forbidden and completion of the Concurrent
Financing by Forbidden. Where applicable the Amalgamation cannot
close until the required approvals have been obtained. There can be
no assurance that the Amalgamation will be completed as proposed or
at all.
Investors are cautioned that, except as disclosed in the
continuous disclosure document containing full, true and plain
disclosure regarding the Amalgamation and related transaction,
required to be filed with the securities regulatory authorities
having jurisdiction over the affairs of the Company, and
information released or received with respect to the Amalgamation
may not be accurate or complete and should not be relied upon. The
trading in the securities of Spartan on the Exchange, if reinstated
prior to the completion of the Amalgamation, should be considered
highly speculative.
Resignation of Directors
The Company announces that Joe
Miller has resigned as a director of the Company effective
the date hereof. The Company thanks Mr. Miller for his
contributions and wishes him well in his future endeavors. It
is anticipated that Karen Danard
will resign as a director of Spartan in connection with the
completion of the Amalgamation.
ON BEHALF OF THE BOARD OF DIRECTORS:
Blair Wilson
Chief Executive Officer
Disclaimer for Forward-Looking
Information
This press release contains forward-looking statements and
information that are based on the beliefs of management and reflect
Spartan's current expectations. When used in this press 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. The forward-looking statements and information in this
press release include information relating to the business plans of
Spartan, Forbidden, and the Resulting Issuer, the Concurrent
Financing, the Amalgamation (including Exchange approval and the
closing of the Amalgamation) and the board of directors and
management of the Resulting Issuer upon completion of the
Qualifying Transaction. Such statements and information reflect the
current view of Spartan. Risks and uncertainties that may cause
actual results to differ materially from those contemplated in
those forward-looking statements and information.
By their nature, forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements, or other future
events, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements.
Such factors include, among others, the following risks:
- there is no assurance that the Concurrent Financing will be
completed or as to the actual offering price or gross proceeds to
be raised in connection with the Concurrent Financing. In
particular, the amount raised may be significantly less than the
amounts anticipated as a result of, among other things, market
conditions and investor behaviour;
- there is no assurance that Spartan and Forbidden will obtain
all requisite approvals for the Amalgamation , including the
approval of the Spartan Shareholders, the Forbidden Shareholders or
the approval of the Exchange (which may be conditional upon
amendments to the terms of the Amalgamation, the Concurrent
Financing and/or related transactions);
- following completion of the Amalgamation, the Resulting Issuer
may require additional financing from time to time in order to
continue its operations. Financing may not be available when needed
or on terms and conditions acceptable to the Resulting Issuer;
- new laws or regulations could adversely affect the Resulting
Issuer's business and results of operations; and
- the stock markets have experienced volatility that often has
been unrelated to the performance of companies. These fluctuations
may adversely affect the price of the Resulting Issuer's
securities, regardless of its operating performance.
There are a number of important factors that could cause
Spartan's actual results to differ materially from those indicated
or implied by forward-looking statements and information. Such
factors include, among others: currency fluctuations; limited
business history of Spartan and Forbidden; disruptions or changes
in the credit or security markets; results of operational
activities and development of projects; cost overruns or
unanticipated costs and expenses; fluctuations in product prices,
and general market and industry conditions.
Spartan cautions that the foregoing list of material factors is
not exhaustive. When relying on Spartan's forward-looking
statements and information to make decisions, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events. Spartan has assumed that the
material factors referred to in the previous paragraph will not
cause such forward-looking statements and information to differ
materially from actual results or events. However, the list of
these factors is not exhaustive and is subject to change and there
can be no assurance that such assumptions will reflect the actual
outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS
RELEASE REPRESENTS THE EXPECTATIONS OF SPARTAN AS OF THE DATE OF
THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER
SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON
FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS
INFORMATION AS OF ANY OTHER DATE. WHILE SPARTAN MAY ELECT TO, IT
DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR
TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
This press release is not an offer of the securities for sale
in the United States. The securities have not been registered
under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United
States absent registration or an exemption from
registration. 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 state in which such
offer, solicitation or sale would be unlawful.
Completion of the transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance and
if applicable pursuant to Exchange Requirements, majority of the
minority shareholder approval. Where applicable, the transaction
cannot close until the required shareholder approval is obtained.
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 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 TSX Venture Exchange Inc. has in no way passed upon the
merits of the transaction and has neither approved nor disapproved
the contents of this press release.
SOURCE Spartan Acquisition Corp.