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Spectre Capital Corp
Symbol SOO
Shares Issued 7,160,001
Close 2020-09-02 C$ 0.40
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Spectre Capital continues working on Hemptown RTO

2020-10-05 12:29 ET - News Release

Mr. Geoff Balderson reports


Further to its news release dated Sept. 9, 2020, Spectre Capital Corp. has provided an update on its proposed acquisition of Hemptown Organics Corp., a privately held British Columbia company. The transaction, once complete, is expected to result in the reverse takeover of Spectre and will constitute Spectre's qualifying transaction under TSX Venture Exchange Policy 2.4 -- Capital Pool Companies.

Directors, officers and insiders

In connection with the transaction, it is expected that Robert Shewchuk and Stephen Ross Gatensbury will resign as directors of the company, and Geoff Balderson will resign as president, chief executive officer, chief financial officer and secretary of the company. The board of directors of the resulting issuer is expected to initially consist of five directors, being Rodney Wolterman, Michael Townsend, Eric Gripentrog, Mr. Balderson and another nominee to be named at a later date. Mr. Gripentrog is expected to be appointed chief executive officer of the resulting issuer, and additional officers will be determined at a later date. Additional information about the currently known proposed directors and officers of the resulting issuer is provided herein, and further information will be provided in the filing statement or information circular to be filed with the exchange in connection with the transaction.

Rodney Wolterman, director

Mr. Wolterman founded Hemptown's Oregon farming operations in 2016. Mr. Wolterman has been an entrepreneur for over 30 years and has acted as an angel investor in numerous start-up companies within the real estate, Internet and hemp sectors. Mr. Wolterman has years of hands-on experience working with management to assist in navigating the many challenges start-up companies encounter in their early-growth phases.

Michael Townsend, director

Mr. Townsend has extensive experience in corporate finance spanning over 25 years. Mr. Townsend is one of the founding partners of Altus Capital Partners, a boutique investment bank based in Vancouver, B.C. Altus has been involved in raising over $180-million in equity financings over the past five years. Mr. Townsend co-founded Hemptown, Patriot One Technologies Inc., and Body and Mind Inc.

Eric Gripentrog, chief executive officer and director

Mr. Gripentrog has worked in the consumer packaged goods (CPG) industry for 27 years. Most recently, Mr. Gripentrog led the CPG division of Panera Bread. Prior to Panera, he worked at Kellogg's for 25 years in several different roles, both domestically and internationally. With a strong background in the development, marketing and delivery of leading CPG brands, Mr. Gripentrog is driving future growth of Hemptown as the company expands its footprint in the CPG space.

Geoff Balderson, director

Mr. Balderson has an extensive background in business and has worked in the capital markets for over 20 years. He currently acts as an officer and director of multiple TSX-V-listed and Canadian Securities Exchange-listed companies. Mr. Balderson is the president of Harmony Corporate Services Ltd., a Vancouver-based company that provides administrative services to publicly listed companies. Prior to that, he was an investment adviser at two Canadian investment dealers. Mr. Balderson is a graduate of the Sauder School of Business at the University of British Columbia.

Financial information

An attached table provides select financial information for Hemptown.

Additional financial information with respect to Hemptown will be provided in the filing statement or information circular to be filed with the exchange in connection with the transaction.

Other matters

Trading in Spectre's common shares has been halted, in compliance with the policies of the exchange, and will remain halted pending the review of the transaction by the exchange and satisfaction of the conditions of the exchange for resumption of trading. It is likely that trading in the company's common shares will not resume prior to the closing of the transaction.

A disclosure document respecting the resulting issuer and the transaction will be prepared and filed, in accordance with the policies of the exchange.

Hemptown has supplied all information contained in this news release with respect to Hemptown, and the company has relied on Hemptown for any such information.

Completion of the transaction 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 transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction 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 transaction 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.

About Spectre Capital Corp.

Spectre is a capital pool company governed by the policies of the exchange. Spectre's principal business is the identification and evaluation of assets or businesses, with a view to completing a transaction.

About Hemptown Organics Corp.

Hemptown is a diversified cannabinoid company delivering a wide product offering across the value chain, and in multiple sales channels, to meet the growing global demand for cannabinoid-based products. State-of-the-art cultivation in Oregon's Rogue Valley, Food and Drug Administration-licensed/cGMP-certified (current good manufacturing practices) product manufacturing and a strong leadership team with Fortune 500 experience are the pillars for Hemptown's growth model as it pushes into the consumer packaged goods sector with top-quality, white-label and branded product lines for the consumer market.

We seek Safe Harbor.

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