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Vancouver, BC / TheNewswire / December 14, 2016 - Sceptre Ventures Inc. ("Sceptre" and/or the "Company") (SVP.H-TSXV) is pleased to announce the closing of its non-brokered private placement (the "Private Placement") previously announced August 25, 2016. In total the Company issued 9,012,579 pre-3:1 consolidated shares of the Company at a price of CAD $0.0167 per Share to raise gross proceeds of CAD $150,510.07. All shares issued under the Private Placement are subject to a hold period until April 15, 2017.
As announced on September 28th, 2016, the Company entered into an agreement to acquire ("the Acquisition") all of the issued and outstanding common shares of SmartShare Solutions Inc. ("SmartShare") with respect to its proposed Qualifying Transaction ("QT"). As consideration for the shares of SmartShare, the Company will issue 15,000,000 post-3:1 consolidated common shares to the shareholders of SmartShare, and an additional 15,000,000 common shares upon the achievement of certain performance milestones. Please refer to the news release dated September 28th, 2016.
Sceptre is a "capital pool company" under the policies of the TSX Venture Exchange (the "Exchange") and the Acquisition is intended to be the Company's QT pursuant to Exchange policies. The proceeds raised by Sceptre under the Private Placement will be used by Sceptre to complete the Acquisition and for general corporate purposes.
It is anticipated that and concurrent with the completion of the Acquisition, the Company will change its name to SmartShare Solutions Inc.
The Acquisition will be subject to completion by the Company of a non-brokered private placement (the "Financing") to close concurrent with the closing of the Acquisition of up to 11,000,000 post-3:1 consolidated common shares at a price of $0.10 per Share for gross proceeds of up to $1,100,000. Finder's fees in the form of cash and/or warrants may be paid to arms' length parties that introduce the Company to subscribers. Proceeds from the Financing will be used for develop the business of SmartShare and for general corporate purposes. The Company intends to apply for a waiver of sponsorship from the Exchange.
All matters voted on were passed at the Annual General and Special Meeting (the "AGSM") held on October 24, 2106 including the consolidation of its common shares on the basis of 3 old shares for 1 new share on or before the completion of the Qualifying Transaction. The consolidation is subject to acceptance by the TSX Venture Exchange. A further news release will be issued announcing the effective date for the consolidation and a Letter of Transmittal will be mailed to the Company's registered shareholders, which shareholders can use to exchange their current share certificates for certificates representing the consolidated number of shares. No action will be required to effect consolidation of beneficially held securities by non-registered shareholders, who hold securities of the Company through an intermediary.
Luis Hadic, Sceptre's Chief Financial Officer, participated in the Private Placement, which resulted in related party considerations pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Sceptre relied on the exemptions contained in section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and section 5.7(1)(a) of MI 61-101 for an exemption from the minority approval requirement as the fair market value of the transaction insofar as it involved interested parties did not exceed 25% of Sceptre's market capitalization.
SmartShare Solutions Inc.
SmartShare Solutions Inc. is a payment processing technology for use in the shared parking industry. SmartShare utilizes the Garage application ("Garage") to carry out its business and it is the core asset for SmartShare. The technology utilizes an electronic core application for mobile phones that enables both parking space owners and consumers to securely and conveniently access, book and supply local parking and make and receive real time payments to facilitate shared parking commerce. By enabling a "shared parking economy", Garage lets owners rent out and monetize their private parking spaces to other people by unlocking parking spaces that never existed before in urban and outlying areas. The technology has been in development and testing over the past year.
We Seek Safe Harbour.
About Sceptre Ventures Inc.
Sceptre Ventures Inc. is a Capital Pool Company ("CPC") within the meaning of the policies of the TSXV and has not commenced commercial operations and has no assets other than cash. The Company is currently engaged in identifying and evaluating businesses and assets with a view to completing a Qualifying Transaction under the TSXV CPC policies.
For Further Information:
Tel: 604-688-4219
Email: mitchell
Forward Looking Statements:
This news release contains certain statements that may be deemed "forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or realities may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
Completion of the Acquisition is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.
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 Acquisition 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 TSX Venture Exchange Inc. 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 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 news release.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. .PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
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