/NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO UNITED STATES NEWSWIRES/
OAKVILLE, ON , Oct. 31, 2019 /CNW/ - Spark Power Group Inc. (SPG.TO) (SPG.WT), parent company of Spark Power Corp. ("Spark Power", "Spark" or the "Company"), a leading independent provider of end-to-end electrical contracting, operations and maintenance services, and energy sustainability solutions to the industrial, commercial, utility, and renewable asset markets across North America is pleased to announce the successful completion of its previously announced rights offering (the "Rights Offering"), which expired at 5:00 pm ( Toronto time) on October 29, 2019 .
Upon closing of the Rights Offering, Spark issued 5,687,105 common shares of the Company ("Common Shares") at a price of C$0.96 per Common Share for aggregate gross proceeds of C$5,459,620.80 . Pursuant to the terms of the Rights Offering, each eligible shareholder was entitled to subscribe for 0.135789272 of a Common Share for every right held by such shareholder. There was no stand-by commitment for the Rights Offering.
Pursuant to the Rights Offering, Spark issued 4,138,064 Common Shares under the basic subscription privilege and 1,549,041 Common Shares under the additional subscription privilege. As soon as practicable, Spark will disclose the number of Common Shares issued under the Rights Offering to insiders of Spark under the basic subscription privilege and additional subscription privilege, to the knowledge of the Company after reasonable inquiry, as required by applicable securities laws. Following completion of the Rights Offering, Spark has 51,714,305 Common Shares issued and outstanding.
Spark intends to use the available funds from the Rights Offering for the purposes identified in the rights offering circular of Spark dated September 19, 2019 , available for review under the Company's profile on SEDAR at www.sedar.com. However, there may be circumstances where a reallocation of the available funds may be necessary. Spark will reallocate funds only for sound business reasons.
Each of Jason Sparaga and Andrew Clark , the Co-Chief Executive Officers of the Company (collectively, the "Acquirors") acquired 1,562,500 Common Shares pursuant to the Rights Offering for a total subscription price of C$1,500,000 , respectively. In addition, between March 31, 2019 and September 25, 2019 , the Acquirors ceased to exercise joint control and direction over 8,098,367 Common Shares owned by certain members of management and third parties, and under an employee share purchase plan. Immediately prior to completion of the Rights Offering, each of the Acquirors owned 10,260,000 Common Shares and options to purchase an aggregate of 189,000 Common Shares, representing approximately 22.3% of the issued and outstanding Common Shares on a non-diluted basis, respectively, and approximately 22.6% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise of the options held by each of the Acquirors, respectively. Following completion of the Rights Offering, each of the Acquirors owns an aggregate of 11,822,500 Common Shares and options to purchase an aggregate of 189,000 Common Shares, representing approximately 22.9% of the issued and outstanding Common Shares on a non-diluted basis, respectively, and approximately 23.1% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise of the options held by the Acquirors, respectively.
The Acquirors currently have no plans or intentions to dispose of their Spark securities or to acquire additional Spark securities other than Spark securities that may be acquired pursuant to existing compensation plans. The Acquirors have no current plans or intentions concerning corporate transactions involving the Company or changes to its capital structure. From time to time the Acquirors may consider one of more of such transactions and/or discuss the potential for such transactions with the Board of Directors of the Company or in response to inquiries from third parties.
A copy of the early warning report filed by the Acquirors will be available under the Company's profile on SEDAR at www.sedar.com or by contacting Jason Sparaga or Andrew Clark at 905-829-3336 (1315 North Service Road East, Suite 300, Oakville, Ontario L6H 1A7).
This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company. There shall be no offer or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of such securities under the laws of any such jurisdiction.
About Spark Power
Spark Power Corp. is the leading independent provider of end-to-end electrical contracting, operations and maintenance services, and energy sustainability solutions to the industrial, commercial, utility, and renewable asset markets in North America . We work to earn the right to be our customers' Trusted Partner in PowerTM. Our highly skilled and dedicated people, knowledge of the power industry, distributed branch model, and commitment to safety ensures we deliver the right solutions that keep our customers' operations up and running today and better equipped for tomorrow. Learn more at www.sparkpowercorp.com.
This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may", "estimate" and other similar expressions and includes information regarding the anticipated use of proceeds from the Rights Offering. Investors are cautioned that forward-looking information is not based on historical fact but instead reflects management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Key risk factors that could cause actual results to differ materially from those projected in the forward-looking information are set out in the Company's AIF, filed with Canadian securities regulators and available on the Company's profile on SEDAR at www.sedar.com. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors that could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
SOURCE Spark Power Group Inc.
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