Mr. Kevin Bottomley reports
SCEPTRE VENTURES CLOSES PRIVATE PLACEMENT OFFERING OF UNITS
Sceptre Ventures Inc. has completed its previously announced non-brokered private placement, as described in its news releases of Feb. 11, 2025, and Feb. 28, 2025, pursuant to which it has issued an aggregate of 12,008,200 units at a price of one cent per unit, for gross proceeds of $120,082.
Each unit comprises one common share in the capital of the company and one transferable share purchase warrant. Each warrant will entitle the holder to purchase one additional share in the capital of the company for a period of 12 months from the closing date at an exercise price of five cents.
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 finders' fees were paid in connection with the private placement.
One insider of the company subscribed for a total of 2,408,200 units under the private placement, which is a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The issuance to the insider is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b) as the company's shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the securities issued to the related party did not exceed 25 per cent of the company's market capitalization.
The securities issued under the private placement and the warrant shares that may be issuable on exercise of the warrants are subject to a statutory hold period expiring on July 29, 2025.
About Sceptre Ventures Inc.
Sceptre 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.
We seek Safe Harbor.
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