pcNewsWire – Sparrow Ventures Corp. (TSX-V: SPW.H) has closed 4th and final tranche in the amount of $177,241 of its non-brokered private placement of secured convertible debentures. Total funds raised pursuant to the private placement equalled $250,000.
Proceeds from the fourth and final tranche are for general corporate and working capital purposes.
News Release
SPARROW CLOSES FINAL TRANCHE OF SECURED CONVERTIBLE DEBENTURES OFFERING AND APPOINTS DIRECTOR
June 23, 2017 TSXV: SPW.H
Vancouver, B.C., June 23, 2017 – Sparrow Ventures Corp. (NEX: SPW.H) (“Sparrow” or the “Company”) announces the closing of the fourth and final tranche in the amount of $177,241 of its nonbrokered private placement of secured convertible debentures (the “Debentures”) (the “Private Placement”). The first, second and third tranches raised an aggregate $72,759 and the fourth and final tranche raised an aggregate $177,241. Therefore, total funds raised pursuant to the Private Placement equalled $250,000. Proceeds from the fourth and final tranche are for general corporate and working capital purposes.
The Debentures mature 24 months from the date of issue, accrue interest at a rate of 11% per year and are convertible into units of the Company (each, a “Unit”) at a per Unit conversion price equal to the 10-day post-consolidated average closing price of the common shares of the Company on the NEX following the resumption of trading subject to a $0.05 minimum (the “Conversion Price”). Each Unit is comprised of one common share and one common share purchase warrant (each, a “Warrant”) of the Company. Each Warrant entitles the holder to acquire one additional common share of the Company at an exercise price equal to the Conversion Price.
The Company’s obligations under the Debentures are secured by a general security agreement. The Company relied on applicable exemptions under National Instrument 45-106 – Prospectus Exemptions in order to complete the Private Placement.
A director of the Company participated in the fourth and final tranche by investing $5,747 in the Company. Accordingly, the fourth and final tranche constituted to that extent a related party transaction as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of securities issued to, nor the consideration paid by such person, exceeded 25% of the Company’s market capitalization. Further, neither the Company nor the related party has knowledge of any material information concerning the Company or its securities that has not been generally disclosed.
In addition, the Company is pleased to announce the appointment of Liam Corcoran to its board of directors effective today’s date. Mr. Corcoran is currently an associate at a Vancouver-based law firm. After many years of being active in the Vancouver business community, Mr. Corcoran graduated from Thompson Rivers University Law School in 2014 and has been practicing law since that time. He has extensive legal experience in the field of employment law, as well as civil and commercial litigation. Mr. Corcoran also holds an undergraduate degree from McGill University completed in 2007.
Further to its news release of March 17, 2017, the Company is presently applying for the reinstatement of trading of its common shares on the NEX Board of the TSX Venture Exchange (the “Exchange”) and, subject to Exchange approval, a consolidation of its common shares on the basis of one post-consolidation common share for 10 pre-consolidation common shares (the “Consolidation”). The Company will provide an update on the effective date of the Consolidation and reinstatement upon receipt of final Exchange approval of same.
On behalf of the Board of Directors,
SPARROW VENTURES CORP.
“Marc Morin”
President, CEO, and Director
For more information, please contact the Company at: Telephone: (604) 669-9788
