(via TheNewswire)
Blok is an early-stage, venture backed technology company founded in 2019 by
In furtherance of the Sale Transaction and prior to its completion, Sparx’s Canadian operating subsidiary,
It is also anticipated that an aggregate of 26,814,154 currently outstanding common shares of Sparx will be cancelled on closing of the Sale Transaction, pursuant to the terms of a Surplus Escrow Agreement dated
As consideration for the Sale Transaction, Sparx is expected to receive common units of Blok (the “Blok Units”),representingapproximately4.5% of the Blok Units issued and outstanding on a post-transaction basis. In addition, Sparx is entitled to receive approximately 12%of up to an additional 3,200,000 Blok Units which may be issued by Blok,subject to iPowow achieving certain revenue milestones (the “Performance Payment Units”), from defined customers, over a period of 16 months following completion of the Sale Transaction.
Upon completion of the Sale Transaction, Sparx has agreed to deposit approximately20% of its Blok Units into escrow for a period of one year, to support indemnity obligations concerningcertainrepresentations, warrants and covenants set out in the SPA.Certain other significant members of Blok have also deposited Blok Units into escrow under the same terms.
Completion of the Sale Transaction is subject to a number of conditions, including: (i) completion of a
Sparx CEO,
In connection with the restructuring, the Company intends to complete a share consolidation on the basis of 13 pre-consolidated common shares for one (1) post-consolidated common share (the“Consolidation”), and also intends to complete a non-brokered private placement (the “Subscription Receipts Financing”) to raise
The proceeds of the Subscription Receipts Financing will be held in escrow, subject to the satisfaction of the following conditions:
completion of the Consolidation;
completion by Sparx of a name change acceptable to the parties and regulatory authorities;
completion of the Sales Transaction;
completion of the Escrow Cancellation;
completion of the Management Change (as defined below);
the Company having less than
$150,000 in remaining indebtedness;the transfer by Sparx of ownership of
Subco to a third party, for nominal consideration, which shall include an assumption of any excess indebtedness;the Company obtaining shareholder approval to the change of control contemplated in the Subscription Receipts Financing; and
the Company obtaining final
TSX Venture Exchange (theExchange”) approval to all matters relating to the Sale Transaction and other restructuring steps discussed herein.
Upon satisfaction of the escrow conditions, each Subscription Receipt will automatically convert into one post Consolidation common share of the Company for no additional consideration. In the event that the escrow conditions are not met, each Subscription Receipt will be cancelled, and the subscription funds will be returned to the subscribers.
The Company will not pay any finders fees in connection with the Sale Transaction or the Subscription Receipts Financing.
Upon closing of the Sale Transaction, Escrow Share Cancellation, Consolidation and the conversion of the Subscription Receipts, it is expected that Sparx will have approximately8,560,629 post Consolidated common shares issued and outstanding.
It is expected that
The Company intends to use the proceeds of the Subscription Receipts Financing for general working capital purposes. Closing of the Subscription Receipts Financing remains subject to the approval of the Exchange.
As part of the closing of the Sale Transaction, the Company intends to apply to the Exchange to have its listing transferred to the NEX Board, a separate trading board of the Exchange which provides a trading forum for companies that have fallen below the Exchange’s ongoing listing standards.
Upon completion of the Sale Transaction, the current board of directors and management team of the Company will resign, and
The Company also announces that its Annual General and Special Meeting (“AGSM”) will be held in
Full details on the AGSM will be contained in the Management Information Circular prepared for the meeting, which will be mailed to the Company’s shareholders and available for review under the Company’s profile atwww.sedarplus.ca.
On behalf of the Board
CEO and President
For further information, please contact:
CEO and President
(403) 471-3503
Investor relations
ABOUT SPARX:
Sparx is an interactive media technology company whose principal activities are providing media companies and sports teams with technologies to engage audiences. The patented Sparx platform enables broadcasters, streamers, and video producers to engage viewers for longer, generate new revenue opportunities, and create lean-forward experiences for audiences eager to join the action. Millions of users can connect to the Sparx platform and interact simultaneously on their mobile phone, tablet, or computer anywhere in the world, in real time.
For more information about Sparx, visit the Company’s website atwww.sparxtechnology.com
Neither
Forward-Looking Statements
Statements included in this news release, including statements concerning the Company’s plans, intentions, and expectations, which are not historical in nature, are intended to be, and are hereby identified as, “forward‐looking statements”. Forward-looking statements include, among other matters, the Sale Transaction. Forward‐looking statements may be, but are not always, identified by words including “anticipates”, “believes”, “intends”, “estimates”, “expects” and similar expressions. The Company cautions readers that forward‐looking statements, including without limitation those relating to the Company’s proposed completion of the Sale Transaction, and related matters, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward‐looking statements. There can be no assurance that any forward-looking statement will prove to be accurate or that management's assumptions underlying such statements, includingassumptions concerning the Company, the Sale Transaction or future developments, circumstances or results will materialize. The forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake to update or revise any forward-looking information included herein, except in accordance with applicable securities laws.
Copyright (c) 2024 TheNewswire - All rights reserved.
Copyright (c) 2024 TheNewswire - All rights reserved., source