VANCOUVER, BC / ACCESSWIRE / July 27, 2022 / Sceptre Ventures Inc. (“Sceptre” and/or the “Company”) (TSXV:SVP.H)(NEX:SVP.H) announces that it has agreed to issue an aggregate of 6,806,192 common shares (each, a “Share“) at a deemed price of $0.06 per Share to certain directors and officers of the Company (the “Insiders“) and certain consultants of the Company as full and final payment of debt in the aggregate amount of $408,371.58 (the “Debt Settlement“), to settle certain amounts owed by the Company for unpaid consulting services.
Accordingly, the portion of the Debt Settlement with the Insiders constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The issuance of the Shares to the Insiders was exempt from the valuation requirement of MI 61-101 by the 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(1)(a) as the value of the Shares issued under the Debt Settlement did not exceed 25% of the Company’s market capitalization.
By reason of the Debt Settlement, Zimtu Capital Corp. (“Zimtu“) acquired 4,302,626 Shares, which represents approximately 35.83% of the total issued and outstanding common shares of the Company. The Company is informed that Zimtu, and all persons acting jointly or in concert with it, did not hold any Shares prior to the Debt Settlement. Zimtu intends to hold the Shares for investment purposes. Depending upon market conditions and other factors, it may from time to time acquire additional securities of the Company, dispose of some or all of the existing or additional securities it holds in the Company, or will hold or may continue to hold its current position.
Additional information concerning the foregoing will be contained in the Early Warning Report to be filed by Zimtu on SEDAR under the Company’s profile.
All securities issued in connection with the Debt Settlement will be subject to a statutory hold period expiring four months and one day after the date of issuance (the “Issuance Date“), as set out in National Instrument 45‐102 – Resale of Securities.
The Debt Settlement has been approved by the TSX Venture Exchange and, in the case of Zimtu, has been approved by disinterested shareholders of the Company because the issuance of the Shares caused it to become a “control person” as that term is defined under applicable securities laws.
About Sceptre Ventures Inc.
Sceptre Ventures Inc. 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 TSXV’s CPC policy.
For Further Information:
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Email: [email protected]
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
SOURCE: Sceptre Ventures Inc.
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