/NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO UNITED STATES NEWSWIRES/
OAKVILLE, ON, Oct. 31, 2019 /CNW/ - Spark Power Group Inc.
(TSX: SPG) (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.
Forward-Looking Statements
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.