Sparta Capital Announces Closing of Private Placement and Issuing of Management Cease Trade Order

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TORONTO, ON / ACCESSWIRE / February 7, 2023 / Further to a previous extension announcement on January 30, 2023, Sparta Group (TSXV:SAY) (the "Corporation", the "Company", "Sparta Group", "Sparta Capital", "SAY.V" or "Sparta") is pleased to announce that it has closed the non-brokered private placement (the "Offering") previously announced on December 9, 2022 and is also announcing that further to its February 1, 2023 news release ("Default Announcement") it has received the order from the Alberta Securities Commission ("ASC") after filing an application seeking a Management Cease Trade Order (the "MCTO") under National Policy 12-203, Management Cease Trade Orders.

Management Cease Trade Order

In the Default Announcement, Sparta reported that it had completed an application seeking an order for an MCTO from the ASC because the Company was unable to file its annual financial statements for the year ended September 30, 2022, including the related management's discussion and analysis and certifications from the CEO and CFO (the "Annual Filings") in time to meet the January 28, 2022, filing deadline. The delay in filing is related to staffing issues at the auditing firm. The Company expects to file the Annual Filings on or before February 28, 2023.

While the MCTO restricts all trading in securities of the Company by the Chief Executive Officer and Chief Financial Officer of the Company until the management cease trade order is no longer in effect, regular trading by current and future investors (those outside the Company), continues as normal. The MCTO will be in effect until the Annuals Filings are filed.

Until the Annual Filings are filed, the Company intends to satisfy the provisions of the Alternative Information Guidelines set out in National Policy 12-203 - Management Cease Trade Orders.

The Company confirms that, other than what was disclosed in prior press releases, there have been no material business developments since the filing of the Company's latest interim financial report.

Private Placement

The Corporation has received approval from the TSX Venture Exchange to complete the Offering and as a result the Corporation has issued 20,433,333 units of the Corporation ("Units") at a price of $0.03 per Unit for gross proceeds to the Corporation of $613,000. Each Unit is comprised of one (1) common share of the Corporation ("Common Share") and one full Common Share purchase warrant ("Warrant"), each Warrant entitling the holder to purchase one additional Common Share at a price of $0.05 per Common Share for a period of twenty-four (24) months from the date of issuance (the "Warrant Expiry"). The price per Common Share has been set based on the weighted average and the last trading price on the TSX Venture Exchange prior to the issuance of the December 9^th press release. If at any time before the Warrant Expiry the volume weighted average trading price of the Common Shares is greater than $0.12 for ten consecutive trading days, the Corporation may, at its sole discretion, accelerate the Warrant Expiry Date by giving 30 days' notice to each holder of Warrants.