Mr. Kevin Bottomley reports
SCEPTRE VENTURES ANNOUNCES NON-BROKERED PRIVATE PLACEMENT
Sceptre Ventures Inc. has arranged a non-brokered private placement financing of up to $500,000. The private placement will consist of the issuance of up to 50 million units of the company at a price of one cent per unit. Each unit comprised one common share in the capital of the issuer and one transferable common share purchase warrant. Each warrant will entitle the holder thereof to acquire one additional share at a price of five cents per warrant share for a period of two years following the closing of the private placement.
Proceeds of the private placement will be used for identifying and evaluating a proposed qualifying transaction (as defined in Policy 2.4 of the TSX Venture Exchange) and for general working capital purposes. No proceeds of the private placement are proposed to be paid to any non-arm's-length parties or for investor relations activities. Finders' fees may be payable in connection with the private placement.
Certain insiders of the company may acquire units under the private placement. Such participation will each be considered a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). The company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Section 5.5(b) of MI 61-101, as the company's shares are not listed on a specified market, and Section 5.7(1)(b) of MI 61-101 in respect of the private placement due to the fair market value of the securities distributed in connection with the private placement, and the consideration received by the company for those securities, will not exceed $2.5-million.
All securities issued pursuant to the private placement will be subject to a statutory hold period expiring four months and one day after closing. Completion of the private placement is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the exchange.
About Sceptre Ventures Inc.
Sceptre Ventures is a capital pool company (CPC) within the meaning of the policies of the TSX Venture Exchange and has not commenced commercial operations and has no assets other than cash. Sceptre is currently engaged in identifying and evaluating businesses and assets with a view to completing a qualifying transaction under the TSX-V's CPC policy.
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