Meteorite Capital Inc. Provides Further Details ON Its Qualifying Transaction with Sparkit Media Inc.
METEORITE CAPITAL INC. PROVIDES FURTHER DETAILS ON ITS QUALIFYING TRANSACTION
WITH SPARKIT MEDIA INC.
Not for distribution to United States newswire services or for release publication,
distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.
June 10, 2020 – Montreal, Québec – Meteorite Capital Inc. (TSXV: MTR.P) (“Meteorite”) is
pleased to provide further details of its previously announced business combination (the
“Transaction”) with Sparkit Media Inc. (“Sparkit”). As previously announced, METEORITE and
Sparkit have agreed to complete a transaction that will result in a reverse take-over of METEORITE
by the shareholders of Sparkit. The Transaction is expected to proceed by way of a three
cornered amalgamation (the “Amalgamation”) pursuant to which Sparkit shall amalgamate with
a wholly -owned subsidiary of METEORITE, and METEORITE will acquire all of the issued and
outstanding Common Shares of Sparkit (the “Sparkit Shares ”), in exchange for METEORITE
Common Shares on the basis of 0.0995 METEORITE Common Shares for every one Sparkit Share
issued and outstanding (the “Exchange Ratio ”), reflecting a deemed price of $0.225 per
METEORITE Common Share and a total proposed consideration of $5,000,000. Following the
Amalgamation, Sparkit will be a wholly -owned subsidiary of METEORITE and, subject to
shareholder approval, METEORITE will change its corporate name to Sparkit Technologies Inc.
following the completion of the Transaction (the “Resulting Issuer ”). As a condition to the
Amalgamation all outstanding options, convertible notes, convertible debt and any other
agreement for the purchase of Sparkit Shares shall have been, prior to the Amalgamation,
exercised for Sparkit Shares, converted into Sparkit Shares or cancelled.
Sparkit Media Inc. has developed and has now deployed its Influencer marketing and sales
platform. Sparkit leverages the power of crowdsourcing and voting to use fan-generated ideas to
create highly engaging online video “events” for its own digital advertising campaigns. Sparkit
amplifies Influencer reach and engagement and monetizes the entire fan base of an Influencer by
leveraging traffic from other networks including Instagram, Twitter, Facebook, YouTube and
TikTok. Sparkit enables a brand new revenue exchange between consumers, sponsors and
Influencers. Set forth below is certain summary information derived from the unaudited financial
statements of Sparkit for the periods noted below.
Description Year Ended
December 31,
2018
Year Ended
December 31,
2019
Revenue $50,000 $NIL
Expenses $495,897 $276,525
Net loss ($456,637) ($276,525)
As at December
31, 2018
As at December
31, 2019
Total Non-Current Assets $2,128 $2,128
Total Current Assets $ $1,245
Total Liabilities $1,271,222 $1,151,120
Total Liabilities and Shareholders' Equity
$2,130 $3,373
2
Upon completion of the Transaction, all of the officers and two of the three METEORITE directors
will resign and will be replaced by nominees of Sparkit. For biographical information concerning
Mr. Najm, and Ms. Dea, please refer to the press release of METEORITE dated May 19,
2020 available on SEDAR at www.sedar.com . In addition, upon completion of the Transaction,
Mr. Murray Ovens will join the Resulting Issuer as its Chief Financial Officer and Corporate
Secretary. Mr. Ovens, CPA, CGA, is currently responsible for the financial operations of Sparkit.
With 35 years experience in both public and private companies, Mr. Ovens is familiar with the
operational processes required for stewardship of company assets. Successful startup exits
include Entirenet LLC and NowPublic Technologies Inc. Mr. Ovens obtained his CGA designation
in 1997.
The Board of Directors of METEORITE has extended the repayment of the $25,000 advance that
it previously made Sparkit from June 30, 2020 to August 31, 2020. As previously announced, the
Board has also agreed to advance to Sparkit an additional amount of $100,000 pending fulfillment
of the conditions set forth in section 8.5 of TSX.V Policy 2.4. This new advance will be combined
with the prior advance and will bear interest at a rate of 6.5% per annum, will be memorialized
through a loan agreement and will be secured by a charge on all of Sparkit’s assets.
METEORITE also announces that its financial statements and MD&A for the quarter ended March
31, 2020, will be filed on or about June 27, 2020.
Further Information
All information contained in this news release with respect to METEORITE and Sparkit was
supplied by the parties respectively, for inclusion herein, without independent review by the
other party, and each party and its directors and officers have relied on the other party for any
information concerning the other party.
For further information regarding the Transaction, please contact:
Charles R. Spector, Secretary and Director, METEORITE Capital Inc.
Telephone: (514) 878 -8847
Email: [email protected]
Clovis Najm, President, Chief Executive Officer and Director, Sparkit Media Inc.
Telephone: 778 -960-2701
Email: [email protected]
Completion of the Transaction is subject to a number of conditions, including but not limited to,
TSXV acceptance and if applicable pursuant to the requirements of the TSXV, majority of the
minority shareholder approval. Where applicable, the Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that the Transaction will be
completed as proposed or at all.
3
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the Transaction, any information released or received
with respect to the Transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Transaction and has neither
approved nor disapproved the contents of this press release.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE
POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY NOTE REGARDING FORWARD‐LOOKING INFORMATION:
This news release contains “forward-looking information” and “forward-looking statements”
(collectively, “forward-looking statements”) within the meaning of the applicable Canadian
securities legislation. All statements, other than statements of historical fact, are forward-looking
statements and are based on expectations, estimates and projections as at the date of this news
release. Any statement that involves discussions with respect to predictions, expectations, beliefs,
plans, projections, objectives, assumptions, future events or performance (often but not always
using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not
anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or
variations of such words and phrases or stating that certain actions, events or results “may” or
“could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of
historical fact and may be forward -looking statements. In this news release, forward -looking
statements relate, among other things, to: the terms and conditions of the proposed
Consolidation and Transaction; the terms and conditions of the proposed Offering; use of funds;
and the business and operations of the Resulting Issuer after the proposed Transaction. Forward-
looking statements are necessarily based upon a number of estimates and assumptions that,
while considered reasonable, are subject to known and unknown risks, uncertainties, and other
factors which may cause the actual results and future events to differ materially from those
expressed or implied by such forward -looking statements. Such factors include, but are not
limited to: general business, economic, competitive, political and social uncertainties; and the
delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance
that such statements will prove to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly, readers should not place
undue reliance on the forward -looking statements and information contained in this news
release. Except as required by law, METEORITE and Sparkit assume no obligation to update the
forward-looking statements of beliefs, opinions, projections, or other factors, should they change,
except as required by law.