Sparx Announces Completion of Qualifying Transaction
March 23, 2022 – Vancouver, BC, Canada. Sparx Technology Inc. (TSXV: SPRX) (“Sparx” or the “Company”) (formerly known as ECC Ventures 3 Corp., TSXV: ECCT.P) is pleased to announce the completion of the previously announced qualifying transaction (the “Transaction”) of ECC Ventures 3 Corp. (“ECC3”) pursuant to Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Exchange”). In connection with the Transaction, the Company completed a forward split of its issued and outstanding common shares on the basis of 1.2 post-split common shares (the “Shares”) for each 1 pre-split common share and changed its name to “Sparx Technology Inc.”
Pursuant to the terms of the amalgamation agreement dated December 2, 2021 among ECC3, its wholly owned subsidiary, 13255841 Canada Ltd. (“Subco”) and Sparx Technology Inc. (“Sparx Privco”), the Company acquired 100% of the issued and outstanding common shares of Sparx Privco in consideration for the issuance of an aggregate of 52,000,000 Shares to former shareholders of Sparx Privco. In addition: (i) the Company issued 1,348,329 Shares in settlement of US$250,000 in principal amount of convertible securities of Sparx; (ii) 800,000 Resulting Issuer Units (defined below) in settlement of $200,000 of certain shareholder loans of Sparx; (iii) $200,000 of certain shareholder loans of Sparx were repaid from the proceeds of the Financing (defined below); and (iv) $60,000 of certain shareholder loans of Sparx were converted into long-term debt of the Company due 16 months from completion of the Transaction. The Company also issued 1,558,000 Shares to Jane K. Milliken Binns as a finder in connection with the Transaction.
Effective at the opening of the market on March 23, 2022, the Shares will commence trading on the Exchange under the symbol “SPRX”. The Company’s new CUSIP number is 84724T105 and ISIN is CA84724T1057. For further information on the Transaction, please see the Company’s Filing Statement dated March 11, 2022, which is available on SEDAR. Financing immediately prior to completion of the Transaction, on satisfaction of certain escrow release conditions, the 10,616,000 subscription receipts of Sparx Privco (the “Subscription Receipts”) issued pursuant to the previously announced private placement financing (the “Financing”), were automatically exchanged for units of Sparx Privco which were immediately converted into units of the Company (the “Resulting Issuer Units”) for no additional consideration. Each Resulting Issuer Unit consisted of one Share and one-half of one common share purchase warrant (a “Resulting Issuer Warrant”), with each whole Resulting Issuer Warrant entitling the holder thereof to acquire one additional Share at a price of $0.35 per Share for a period of twelve months from issuance, subject to acceleration under certain circumstances. In connection with the Financing, the Company paid certain finders aggregate cash fees of $107,600 and issued an aggregate of 430,400 finder’s warrants (the “Financing Finder Warrants”) to finders who introduced subscribers to the Financing. Each Financing Finder Warrant is exercisable into one Share at a price of $0.35 per Share for a period of twelve months from issuance. All securities issued by the Company in connection with the Financing are free trading. The Company plans to use the net proceeds from the Financing for sales and marketing, and for general working capital purposes.
Description of Sparx
Sparx is an interactive media technology company whose principal activities are providing media companies and sports teams with technologies to engage audiences. The patented Sparx platform enables broadcasters, streamers, and video producers to engage viewers for longer, generate new revenue opportunities, and create lean-forward experiences for audiences eager to join the action. Millions of users can connect to the Sparx platform and interact simultaneously on their mobile phone, tablet, or computer anywhere in the world, in real time. Current sports client integrations include predictive gaming, trivia, and voting and polling on NESN Sports hockey and baseball broadcasts, and ESPN’s College Game Day telecasts. Other sports activations include the Vancouver Canucks’ “Predict the Play”, Fresno State Bulldogs’ “The Dog House”, plus both “in-app” and “in-venue” experiences with the Orlando Magic’s “Magicvision”. Other clients include Turner Sports/Bleacher Report, CNN, NBC, Activision Blizzard plus Endemol Shine and 7 Australia.
The global pandemic has accelerated a shift toward virtual and hybrid events. Over the last year Sparx has developed its Sparx Studio product specifically to give content providers and event producers an opportunity to capitalize on this movement by providing tools to gamify and enhance the consumer experience. This development has now pushed Sparx into new verticals including EdTech, corporate conferences and training, virtual charity events and university commencement ceremonies. The Sparx platform is built to scale and uniquely positioned for expansion throughout international markets as evidenced by recent activations in Australia and South America.
Board and Management
The Board of Directors and management team of the Company have been reconstituted to include the following individuals:
Al Thorgeirson, President and CEO
Al Thorgeirson is a seasoned broadcast veteran and builder with nearly 40 years experience in television, radio, and digital broadcasting. Mr. Thorgeirson has worked on the launch of 6 over-the-air television stations, 3 specialty channers, and FM radio stations across Canada. Mr. Thorgeirson also helped develop and launch a voice writing division for Canada’s largest closed captioning company. He has operated at the COO, Regional VP and Managing Director levels for Craig Media, CHUM Limited, Rogers Broadcasting and the CBC.
Drew Craig, Director
Drew Craig has been involved in the media and telecommunications industry for over 35 years. He started his career at Craig Media Inc., a third generation television and media business. He held several operational and executive roles at the company, ultimately serving as President and CEO. During his tenure at Craig Media, the company grew from a single TV station to Canada’s largest privately held TV broadcast group. During that time Craig Media successfully launched three national specialty channels; MTV, MTV2 and TB Land in partnership with Viacom. Craig Media was sold in 2005 for $265 million. Since the sale of Craig Media, Drew has been an active investor, executive and board member of several media and telecom enterprises. Mr. Craig was a principal investor, Chairman and Co-CEO of Craig Wireless Systems, a company operating and deploying wireless broadband networks in Canada, the USA, Europe and New Zealand. He also served as Co-Chairman of Peace Arch Entertainment Group Inc., and as a director of Lions Gate Entertainment Corporation. Drew Craig is currently a founder, principal investor and Executive Chair of Adtrackmedia. Adtrackmedia is a global digital-out-of-home enterprise operating proprietary, in-tunnel display systems in major subway tunnels on four continents.
Mark Binns, Director
Mark Binns is a seasoned entrepreneur and public markets CEO and Director with more than twenty five years of experience building B2B and B2C companies in the cryptocurrency, retail and telecom industries. With a focus on building customer-driven sales and marketing strategies, Mr. Binns has completed multiple successful exits and has taken start-ups from 2 people to $500M+ valuations. Mr. Binns also has a successful consulting career providing strategic advice on customer acquisition and revenue growth to Fortune 1000 technology companies including Blackberry, Cisco and Rogers Communications. Mr. Binns is currently the CEO and Director of BIGG Digital Assets, and a director of DeFi Ventures Inc.
Brian Brady, Director
Brian Brady is the Sole Member of Red Oak Holdings, LLC, an asset management and holding company. Mr. Brady recently stepped down as President and CEO of Northwest Broadcasting after he sold the company to Apollo Global Management. Collectively, Northwest Broadcasting owned and operated 20 television stations in 11 markets in the USA, and was ultimately merged with the radio and television broadcast assets of Cox Media. Mr. Brady remains a Director of Cox Media Group. Currently, Mr. Brady serves on the board of Syncbak, a privately held technology company that provides geo-filtering and authentication for over-the-top (OTT) television viewing; IZEA Worldwide Inc., a publicly held company providing influencer marketing and custom content services; and Duration Media, LLC, a proprietary digital ad and impression company. He is also one of three senior advisors for Manhattan West Asset Management, an independent wealth management and high net worth financial advisory firm. Mr. Brady’s former board roles include serving as Chairman of the FOX Affiliate Board, a representative body of independent stations affiliated with the Fox Television Network; the National Association of Broadcasting; and Saga Communication, a publicly traded radio and television company.
Richard Hubbard, Director
Richard Hubbard has more than thirty five years of relevant management, corporate finance and investment banking experience. As a venture capitalist, Mr. Hubbard has worked closely with the leverage buy-out group of Citibank and other venture capital firms. He has originated leveraged buy-outs, management buyouts, seed stage, venture capital stage and private equity investments, including the acquisition, restructuring and successful sale of a traditional French luxury goods and fashion brand. Mr. Hubbard has also been an early stage investor in a variety of companies in various industry sectors including Gencell Biosystems, an Irish biotech firm that he co-founded in 2011 and subsequently sold to a giant healthcare company. He has also been a director of a number of small to mid-sized companies in Europe, North America, Africa and Asia.
Spencer Trentini, CFO and Corporate Secretary
Spencer Trentini is a CPA, CA hailing from Vancouver, British Columbia and currently works as an accounting and finance consultant. Before working in the consultancy profession, Mr. Trentini worked at Ernst & Young LLP in their Vancouver office. Mr. Trentini was part of the assurance department from 2012 to 2020 leaving at the rank of Senior Manager. Mr. Trentini has extensive experience in advising public companies and regulated entities on financial reporting matters, corporate finance and technical accounting. Mr. Trentini received his undergraduate degree from the University of British Columbia – Okanagan and earned his Chartered Accountant designation in 2014.
Kevin Annison, Head of Global Sales
Kevin Annison is a 25+ year senior media executive and entrepreneurial leader serving as a VP/General Manager and President of regional, national & global television and digital media networks (Fox Sports RSN’s, Fox Sports SPEED, SPEED2, Fox Sports 1 & Motorsport TV Network) launching and overseeing linear, digital and OTT broadcast platforms. Having operated at the intersection of sports, media, and technology for more than 15 years, and armed with operational experience in corporate and “start-up” media companies, Kevin is recognized as one of the industry’s leading experts in redefining both the fan viewing experience, sponsorship integrations and the sports and entertainment business model for the digital age.
Jud Lewis-Mahon, Head of Product & User Experience
As Head of Product & User Experience at Sparx, Jud is responsible for product development and deployment of client interactive experiences. For two decades Jud has worked to bridge new and legacy media in the digital space. He has brought to life high value audience engagement projects for sports, entertainment, and media brands including NFL, NBA, NHL, and MLB teams; ABC Disney, ESPN, NBC Sports, CNN, Fox Sports, Univision, and other media organizations; and entertainment properties such as the Academy Awards, Emmys, and Billboard Music Awards. With experience in media production, digital product development, and marketing, Jud works hard to enable the successful deployment and execution of Sparx clients’ cross-platform integrations and audience engagement projects. Prior to joining Sparx Technology, Jud led digital at Reelz TV Network and earlier managed digital media production for Bell Globemedia and Sympatico-Lycos.
The current share capital of the Company consists of:
(i) 73,102,329 Shares issued and outstanding, including (a) an aggregate of 51,153,004 Shares which are subject to escrow and will be released over 36 months from closing, and (b) an aggregate of 4,546,809 Shares subject to additional pooling restrictions;
(ii) 4,178,000 options, consisting of (a) 678,000 with an exercise price $0.0833, expiring twelve months from closing of the Transaction, and (b) 3,500,000 with an exercise price of $0.25, expiring five years from closing of the Transaction, which were granted on closing the Transaction to certain directors, officers and consultants of the Company (the “RI Options”);
(iii) an agent option to purchase 240,000 Shares with an exercise price of $0.0833 expiring June 14, 2026, issued previously in connection with the Company’s initial public offering;
(iv) 5,708,000 Resulting Issuer Warrants; and
(v) 430,400 Financing Finder Warrants.
Early Warning Disclosure
As a result of the Transaction, the following persons (collectively, the “Principal Securityholders”) own over 10% of the Shares, requiring disclosure pursuant to the early warning requirements: (a) Drew Craig has ownership and direction or control over 17,562,285 Shares, representing 24.02% of the issued and outstanding shares on a non-diluted basis and 21.62% on a fully-diluted basis, and was issued 400,000 RI Options on closing of the Transaction; (b) Cedar Creek Broadcasting LLC (a company controlled by Brian Brady) has ownership and direction or control over 14,333,239 Shares, representing 19.61% of the issued and outstanding shares on a non-diluted basis and 17.76% on a fully-diluted basis, and Mr. Brady was issued 400,000 RI Options on closing of the Transaction; and (iii) Richard Hubbard has ownership and direction or control over 14,333,239 Shares, representing 19.61% of the issued and outstanding shares on a non-diluted basis and 17.76% on a fully-diluted basis, and was issued 400,000 RI Options on closing of the Transaction.
Neither the Company nor, to the knowledge of the Company after reasonable inquiry, the Principal Shareholders, have knowledge of any material information concerning the Company or its securities which has not been generally disclosed.
The Company has been advised that the securities were acquired by the Principal Shareholders for investment purposes and the Principal Shareholders has no present intention to acquire further securities of the Company, although the Principal Shareholders may, in the future, acquire or dispose of securities of the Company through the market or otherwise, as circumstances or market conditions warrant.
To obtain a copy of the early warning reports filed under applicable Canadian provincial securities legislation, please go to the Company’s profile on SEDAR.
For more information, please contact Al Thorgeirson, the CEO and President of the Company, at (403) 471-3503 or email: firstname.lastname@example.org.
On Behalf of the Board of Directors of Sparx Technology Inc. Al Thorgeirson CEO and President Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Forward-Looking Statements
Statements included in this news release, including statements concerning the Company’s plans, intentions, and expectations, which are not historical in nature, are intended to be, and are hereby identified as, “forward‐looking statements”. Forward-looking statements include, among other matters, the anticipated use of proceeds from the Financing. Forward‐looking statements may be, but are not always, identified by words including “anticipates”, “believes”, “intends”, “estimates”, “expects” and similar expressions. The Company cautions readers that forward‐looking statements, including without limitation those relating to the Company’s future operations and business prospects, are subject to certain risks and uncertainties (including risks that the Transaction does not proceed, or proceed on the expected terms, geopolitical risk, regulatory, Covid-19 and exchange rate risk) that could cause actual results to differ materially from those indicated in the forward‐looking statements. There can be no assurance that any forward-looking statement will prove to be accurate or that management's assumptions underlying such statements, including assumptions concerning the Company or future developments, circumstances or results will materialize. The forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake to update or revise any forward-lookinginformation included herein, except in accordance with applicable securities laws.