Meteorite Capital Inc. Provides Further Details on Its Qualifying Transaction with Sparkit Media Inc.
Montreal, Québec--(Newsfile Corp. - June 10, 2020) - Meteorite Capital Inc. (TSXV: MTR.P) ("Meteorite") is pleased to provide further details of its previously announced business combination (the "Transaction") with Sparkit Media Inc. ("Sparkit"). As previously announced, METEORITE and Sparkit have agreed to complete a transaction that will result in a reverse take-over of METEORITE by the shareholders of Sparkit. The Transaction is expected to proceed by way of a three cornered amalgamation (the "Amalgamation") pursuant to which Sparkit shall amalgamate with a wholly-owned subsidiary of METEORITE, and METEORITE will acquire all of the issued and outstanding Common Shares of Sparkit (the "Sparkit Shares"), in exchange for METEORITE Common Shares on the basis of 0.0995 METEORITE Common Shares for every one Sparkit Share issued and outstanding (the "Exchange Ratio"), reflecting a deemed price of $0.225 per METEORITE Common Share and a total proposed consideration of $5,000,000. Following the Amalgamation, Sparkit will be a wholly-owned subsidiary of METEORITE and, subject to shareholder approval, METEORITE will change its corporate name to Sparkit Technologies Inc. following the completion of the Transaction (the "Resulting Issuer"). As a condition to the Amalgamation all outstanding options, convertible notes, convertible debt and any other agreement for the purchase of Sparkit Shares shall have been, prior to the Amalgamation, exercised for Sparkit Shares, converted into Sparkit Shares or cancelled.
Sparkit Media Inc. has developed and has now deployed its Influencer marketing and sales platform. Sparkit leverages the power of crowdsourcing and voting to use fan-generated ideas to create highly engaging online video "events" for its own digital advertising campaigns. Sparkit amplifies Influencer reach and engagement and monetizes the entire fan base of an Influencer by leveraging traffic from other networks including Instagram, Twitter, Facebook, YouTube and TikTok. Sparkit enables a brand new revenue exchange between consumers, sponsors and Influencers. Set forth below is certain summary information derived from the unaudited financial statements of Sparkit for the periods noted below.
|Description||Year Ended |
|Year Ended |
|As at December|
|As at December|
|Total Non-Current Assets||$2,128||$2,128|
|Total Current Assets||$||$1,245|
|Total Liabilities and Shareholders' Equity||$2,130||$3,373|
Upon completion of the Transaction, all of the officers and two of the three METEORITE directors will resign and will be replaced by nominees of Sparkit. For biographical information concerning Mr. Najm, and Ms. Dea, please refer to the press release of METEORITE dated May 19, 2020 available on SEDAR at www.sedar.com. In addition, upon completion of the Transaction, Mr. Murray Ovens will join the Resulting Issuer as its Chief Financial Officer and Corporate Secretary. Mr. Ovens, CPA, CGA, is currently responsible for the financial operations of Sparkit. With 35 years experience in both public and private companies, Mr. Ovens is familiar with the operational processes required for stewardship of company assets. Successful startup exits include Entirenet LLC and NowPublic Technologies Inc. Mr. Ovens obtained his CGA designation in 1997.
The Board of Directors of METEORITE has extended the repayment of the $25,000 advance that it previously made Sparkit from June 30, 2020 to August 31, 2020. As previously announced, the Board has also agreed to advance to Sparkit an additional amount of $100,000 pending fulfillment of the conditions set forth in section 8.5 of TSX.V Policy 2.4. This new advance will be combined with the prior advance and will bear interest at a rate of 6.5% per annum, will be memorialized through a loan agreement and will be secured by a charge on all of Sparkit's assets.
METEORITE also announces that its financial statements and MD&A for the quarter ended March 31, 2020, will be filed on or about June 27, 2020.
All information contained in this news release with respect to METEORITE and Sparkit was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
For further information regarding the Transaction, please contact:
Charles R. Spector, Secretary and Director, METEORITE Capital Inc.
Telephone: (514) 878-8847
Clovis Najm, President, Chief Executive Officer and Director, Sparkit Media Inc.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to the requirements of the TSXV, 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 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 has neither approved nor disapproved the contents of this press release.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY NOTE REGARDING FORWARD‐LOOKING INFORMATION:
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the proposed Consolidation and Transaction; the terms and conditions of the proposed Offering; use of funds; and the business and operations of the Resulting Issuer after the proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, METEORITE and Sparkit assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
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