NOT FOR DISSEMINATION TO UNITED STATES NEWSWIRES OR FOR
DISSEMINATION IN THE UNITED STATES.
Sparton Resources Inc. (TSX VENTURE:SRI) (the "Company") is pleased to announce
that its subsidiary, Sparton Energy Inc. ("SEI") has closed a US$2 million
bridge loan (the "Loan") provided by a Quam Limited ("Quam") subsidiary company,
Quam Ventures BVI Ltd. The proceeds of the Loan will be used to complete SEI's
previously announced acquisition of an initial 60% share interest in Linxing
306 Huajun Coal Co. Ltd. Lincang City (" Huajun "), which owns the Huajun coal
and germanium producing operations in Yunnan, China. This will result in SEI
taking over control of the operations and the cash flow at Huajun, which latter
is currently estimated to be approximately US$ 125,000 per month based on recent
concentrate sales. SEI has completed the sourcing of experienced technical
and financial staff to effect transition of the operational and management
changes.
As previously announced (see news release dated
June 24, 2008), Quam Securities
Company Limited ("Quam Securities") of Hong Kong a Quam subsidiary, has entered
into an engagement letter with SEI to raise up to US$10 million in convertible
debentures of SEI (the "Convertible Debentures") on a "best efforts", private
placement basis (the "Financing"). Quam Securities through a subsidiary intends
to subscribe for US$ 2 million of the Convertible Debenture on closing of a
minimum of US$5 million in Convertible Debenture sales. The proceeds from the
sale of a full US$10 million of Convertible Debentures will be partially used
for purchase of an additional 25% share interest in Huajun and for technical
upgrades to those operations. (See
news release dated April 17, 2008 for details
of this transaction).
The Financing proceeds will also provide capital for the final design, permitting
and construction of a pilot plant and uranium extraction testing facility in
the Lincang area, which will be built at the Huajun site. Following final testing,
commercial plant design and feasibility work, these funds will then support
the construction of a commercial uranium extraction plant for Lincang area
waste coal ash, and support SEI's ongoing international secondary uranium recovery
programs.
Various conditions precedent, including receipt of all required regulatory
and corporate approvals, and completion of independent due diligence reviews
have now been met or completed, allowing the closing of the Loan part of this
transaction.
BRIDGE LOAN TERMS
The Loan is for a principal amount of $US2 million, will carry interest at
10% annually and is repayable on or before maturity on March 31, 2009. The
maturity date may be extended to May 31, 2009 under certain conditions. The
loan will be repaid out of proceeds of funds from the Convertible Debenture
sales as long as a minimum of US$ 5 million in Convertible Debentures are sold
by Quam Securities or SEI alternately raises a similar minimum amount. SEI
intends to repay the Loan when US$ 5 million in Convertible Debentures are
sold. Quam has indicated it intends to subscribe for US$2 million of the Financing
for its subsidiary's account, subject to an additional US$3 million being raised
under the Financing.
In addition to the interest payable on the principle amount of the Loan,
SEI has issued up to 2,648,700 SEI preference shares (the Preference Shares"),
representing a 7.7 % fully diluted interest in SEI, which will be reduced on
a scaled basis, if the aggregate gross proceeds of the Financing do not meet
or exceed $US 10 million. If no Convertible Debentures are sold the interest
in SEI will be reduced to 5%. Quam may elect to convert these Preference Shares
into common shares of SEI, or, Quam may elect to convert the full number of
Preference Shares into 3,555,000 Bonus Common Shares of the Company at a value
of C$0.11 per Bonus Common Share.
SEI and the Company are providing security for the Convertible Debentures to
both Quam and any debenture holders in the form of a guarantee backed by the
Huajun shares, SEI's interest in the agreements and operating vehicles related
to the secondary uranium recovery programs in Yunnan, and the Company's estimated
6% working interest in the Chebucto gas field offshore of Nova Scotia, Canada.
This security will be removed under certain terms and conditions related to
repayment of the Loan and financial performance of SEI's operations in China.
QUAM LIMITED
Quam Limited is a listed Hong Kong (952 SEHK) based financial services group
comprised of several renowned Hong Kong businesses, including Quam Securities,
Quam Capital, Quam Asset Management, Quam Wealth Management, Quamnet.com and
Quam Investor Relations. Utilizing both its online and offline resources, Quam
offers one-stop financial services in Hong Kong and China for corporations
and individual investors alike. It also provides capital markets assistance
in Tokyo, Bangkok, Dubai, Hong Kong and through its representative offices
or wholly-owned foreign enterprises in Shenzhen, Shanghai, Shenyang of China.
The Company has been associated with Quam as its financial advisor in Hong
Kong for more than two years.
DISCUSSION
The proceeds of the Financing will further the Company's goal of becoming a
profitable operating company through its subsidiaries, and provide immediate
cash flow to the Company through SEI. The medium term objectives are to upgrade
the Huajun operations and enhance their profitability by increasing output
and upgrading the current production of germanium concentrate to pure germanium
metal. Additionally, utilizing its proprietary technology, the Company will
move forward with its uranium extraction program from Lincang coal ash, through
its joint venture with China National Nuclear Corporation ("CNNC") and plans
to complete a bulk test plant, feasibility study, and ongoing construction
of a commercial production facility in the Lincang area.
Experienced SEI operating staff will now oversee the Lincang operations and
organize the design and implementation of the new germanium metal production
plant. Engineering design and permitting for this work are in the final stages.
Lyntek Inc., the Company's process engineering consultant, has completed an
initial design for the uranium extraction bulk test plant and this has been
submitted for review to the PRC environmental permitting authorities in cooperation
with the Number 4 Production and Research Institute of CNNC.
Sparton 's international exploration, development, and evaluation programs
are being carried out under the direct supervision of A. Lee Barker, P. Eng.,
P Geol., the Company's President and CEO who is a Qualified Person under National
Instrument 43-101.
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Sparton Resources Inc.
A. Lee Barker
President and CEO
(416) 366-3551 or Mobile: (416) 716-5762
(416) 366-7421 (FAX)
Email: leebarker@spartonres.ca |
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Charles Ge Director
Tel: 1+86 10 8559 2276(int'l)
Fax: 1+86 10 8559 0411(int'l) (Fax)
Email: Charlesge@vip.163.com
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