Sparton Arranges $1.51 Million Financing; Strategic Investor Acquires Interest in China Vanadium Projects
10 Mars 2011 - 4:40PM
Marketwired
Sparton Resources Inc. (TSX VENTURE: SRI) (the "Company"),
announced today that it has entered into an agreement ("the
Agreement ") for the sale of an 18.8% interest in VanSpar Mining
Inc. ("Vanspar") for gross proceeds of USD$1,514,383.56.
VanSpar is a newly incorporated British Virgin Island ("BVI")
subsidiary company that holds Sparton's various vanadium project
rights and assets in People's Republic of China, including the
Guojiaping and the Rentian Projects in Jiangxi Province, southern
China. See Sparton news release dated December 2, 2010.
There are currently 32,250,000 shares of VanSpar issued, of
which 93% are owned by the Company through its 100% owned BVI
subsidiary, Sparton International Holdings Inc. and the remaining 7
% by officers, directors, and employees of the Company and its
subsidiaries.
Sparton International Holdings is selling 6,057,534 shares of
its VanSpar shares to Alpha Prime Investments Ltd. ("Alpha Prime"),
at USD$0.25 per share.
The purchaser, Alpha Prime an arm's length, private BVI
registered company, that is focussed on resource investments in
Asia.
Terms of the share sale agreement include a Conversion Option
("the Option"), subject to regulatory approval, granted to Alpha
Prime to convert its VanSpar shares into Sparton Resources Inc.
shares if for any reason whatsoever, VanSpar's interests in the
mineral properties located in Jiangxi Province, are cancelled, not
granted, cannot be acquired or are lost to or removed from VanSpar,
or, if within 18 months from March ---, 2011 , or a "Liquidity
Event" such as an Initial Public Offering ("IPO"), Reverse Takeover
("RTO") or similar transaction has not taken place, or is not
substantially in the process of being organized, where under
VanSpar shares would become traded on a stock exchange or other
public market.
If the Option is exercised, the number of Sparton Resources Inc. common
shares to be issued in exchange for the 6,057,534 VanSpar shares shall be
the lesser of:
(a) CAD$1,514,383.56 divided by the average closing price of Sparton
Resources Inc. common shares on the TSX Venture Exchange (or such other
exchange or public market on which such shares are then traded) for the five
(5) trading days prior to the date that Alpha Prime elects to exercise the
Option,
(b) Or 12,619,863 common shares of Sparton Resources Inc. at a deemed
conversion price of CAD$0.12 per share. The conversion Option will expire 20
months from March 8, 2011.
The certain anti dilution provisions are also incorporated into
the Agreement where Alpha Prime will maintain its 18.8% ownership
in VanSpar up until the time of a Liquidity Event taking place.
The proceeds from this financing are being used for debt
reduction and general corporate purposes including expenditures to
advance the vanadium projects. Alpha Prime, together with Sparton
management, will begin further funding initiatives for advanced
exploration and development of the vanadium properties and will
investigate the possibility of a public listing for VanSpar.
Statements in this release that are forward-looking statements
are subject to various risks and uncertainties concerning the
specific factors disclosed under the heading "Risk Factors" in the
Company's filings with Canadian securities regulators. Such
information contained herein represents management's best judgment
as of the date hereof based on information currently available. The
Company does not assume any obligation to update any
forward-looking statements, save and except as may be required by
applicable securities laws.
This news release and the information contained herein does not
constitute an offer of securities for sale in the United States and
securities may not be offered or sold in the United States absent
registration or exemption from registration.
We Seek Safe Harbour.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Sparton Resources Inc. A. Lee Barker President and CEO
416-366-3551 or Mobile: 416-716-5762 416-366-7421 (FAX)
info@spartonres.ca www.spartonres.ca Sparton Resources Inc. Richard
D. Williams Director int'l +1 416-364-3123 blackwell@tcn.net
Sparton Resources (TSXV:SRI)
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