SPRX - Sparx Announces Reorganzation and Sale of Operating Assets
(TheNewswire)
Vancouver, BC, Canada – TheNewswire - January 08,2024 – Sparx Technology Inc . (TSXV:SPRX) (“ Sparx ” or the “ Company ”) announcesthat it has entered into a binding letter of intent dated January 07,2024, with Blok Sports LLC (“Blok”), a private, arm’s lengthcompany with a head office in Los Angeles, California, to sell itsoperating assets, including all of the issued and outstanding sharesof its U.S operating subsidiary, iPowow USA Inc. (“iPowow”), toBlok (the “Sale Transaction”).
Blok is an early-stage, venture backed technologycompany established in 2019 by Mitchell Chun, it’s current CEO, thathas developed a suite of social sports betting, fan engagement, andAI-driven content and analytics solutions. Their core offering is aregulated decentralized sports betting exchange developed usingnext-generation blockchain technology to ensure an unparalleled levelof trust, fairness, and transparency for its users around the globe.
Pursuant to the Sale Transaction Sparx’s Canadianoperating subsidiary, Sparx Technology Corp. (“Subco”) willtransfer all of its operating assets and certain liabilities toiPowow, prior to its acquisition by Blok. Certain liabilities of Sparxwill also be transferred to iPowow prior to completion of the SaleTransaction. It is anticipated that following completion of the SaleTransaction Sparx will have no operating assets and no materialliabilities. Subject to the approval of the TSX Venture Exchange(the ‘Exchange”), the listing of Sparx’s common shares on theExchange are expected to transfer to NEX.
It is also anticipated that an aggregate of 34,127,103currently outstanding common shares of Sparx will be cancelled onclosing of the Sale Transaction, pursuant to the terms of a SurplusEscrow Agreement dated March 23, 2022.
As consideration for the Sale Transaction, Sparx isexpected to receive approximately 14% of Blok outstanding common unitson a post-transaction basis, which is subject to increase upon thesatisfaction of certain revenue related criteria.
The Sale Transaction is subject to a number ofconditions, including: (i) completion of a US$500,000 financing byBlok; (ii) the receipt by Sparx of an independent fairness opinion inrespect of the aggregate consideration (including the debtassumptions) to be received by Sparx in the Sale Transaction; and(iii) all necessary regulatory, creditor and shareholdersapprovals.
Sparx CEO, Alan Thorgeirson commented, “We areexcited about the opportunity to build the Sparx business under theBlok umbrella and believe this reorganization transaction will allowour stakeholders an opportunity to realize further value through astake in the combined entity. We believe that the operatingefficiencies and synergies to be achieved by the combination of thetwo companies will provide a stronger platform to attract additionalfinancing and further grow the business. Through this transaction,Sparx, as a public company, will position itself to pursue alternativetransactions to enhance shareholder value.”
Sparx intends to convene a meeting of its shareholdersin late February to consider the Sale Transaction and related matters.Further details will be made available once finalized.
On behalf of the Board
Al Thorgeirson
CEO and President
For further information, pleasecontact:
Al Thorgeirson
CEO and President
(403) 471-3503
Investor relations
ABOUT SPARX:
Sparx is an interactive media technology company whoseprincipal activities are providing media companies and sports teamswith technologies to engage audiences. The patented Sparx platformenables broadcasters, streamers, and video producers to engage viewersfor longer, generate new revenue opportunities, and createlean-forward experiences for audiences eager to join the action.Millions of users can connect to the Sparx platform and interactsimultaneously on their mobile phone, tablet, or computer anywhere inthe world, in real time.
For more information about Sparx,visit the Company’s website at www.sparxtechnology.com
Neither TSX Venture Exchange nor itsRegulation Services Provider (as that term is defined in the policiesof the TSX Venture Exchange) accepts responsibility for the adequacyor accuracy of this release.
Forward-LookingStatements
Statements included in this newsrelease, including statements concerning the Company’s plans,intentions, and expectations, which are not historical in nature, areintended to be, and are hereby identified as, “forward?lookingstatements”. Forward-looking statements include, among othermatters, the Sale Transaction. Forward?looking statements may be,but are not always, identified by words including “anticipates”,“believes”, “intends”, “estimates”, “expects” andsimilar expressions. The Company cautions readers thatforward?looking statements, including without limitation thoserelating to the Company’s proposed completion of the SaleTransaction, and related matters, are subject to certain risks anduncertainties that could cause actual results to differ materiallyfrom those indicated in the forward?looking statements. There can beno assurance that any forward-looking statement will prove to beaccurate or that management's assumptions underlying such statements,including assumptions concerning the Company, the Sale Tranaction orfuture developments, circumstances or results will materialize. Theforward-looking statements included in this news release are made asof the date of this news release and the Company does not undertake toupdate or revise any forward-looking information included herein,except in accordance with applicable securities laws.
Copyright (c) 2024 TheNewswire - All rights reserved.