Tickers: XTSX:SVP.H, XTSE:SVP.H, XTSX:SVP.P, XTSE:SVP.P
Vancouver, BC / The Newswire / May 17, 2018: Sceptre Ventures Inc. ("Sceptre") (SVP.H-TSXV) has filed with the TSX Venture Exchange and with securities regulators a Filing Statement prepared in accordance with Exchange policy that contains detail on Sceptre’s proposed acquisition (the "Acquisition") of all the issued and outstanding common shares of SmartShare Solutions Inc. ("SmartShare"), which Acquisition is intended to serve as Sceptre’s Qualifying Transaction in accordance with the Exchange’s Capital Pool Policy 2.4. The Filing Statement is available for viewing on the SEDAR website (www.sedar.com) under Sceptre’s issuer profile.
The Acquisition and related transactions, including a concurrent arm’s length non-brokered private placement offering (the "Financing") and a 3:1 share consolidation (the "Consolidation") to be effected immediately prior to closing, are subject to conditions precedent typical of transactions of this nature, including acceptance by the Exchange. There are no assurances as to if, or when, final Exchange acceptance of the Acquisition, the Financing and the Consolidation will be received.
The Acquisition and the concurrent Financing are anticipated to close as soon as practicably possible following receipt of final Exchange acceptance. Upon completion of the Acquisition, Sceptre will be listed as a Tier 2 Technology issuer pursuant to the initial listing requirements of the Exchange.
There can be no assurance that the Acquisition and the Financing will be completed as proposed or at all or that the Exchange will issue final acceptance of the Share Exchange Agreement and the transactions contemplated thereby.
The terms of the proposed Consolidation, Acquisition and concurrent Financing were previously announced by Sceptre by news releases dated September 28, 2016, December 14, 2016, April 12, 2017, January 26, 2018 and April 27, 2018.
About SmartShare Solutions Inc.
SmartShare Solutions Inc., and its wholly-owned subsidiary, OpenSpot Parking Inc., has developed an app-based payment processing technology for use in the shared parking industry that seamlessly allows drivers to reserve and pay for parking in the shared parking industry. SmartShare utilizes mobile hosted applications 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", SmartShare’s technology 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 beta-tested since August 2015. See www.garageapp.co and www.openspot.ca.
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 Exchange’s CPC policy.
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For Further Information:
#1501 – 128 West Pender Street
Vancouver, BC, V6B 1R8, Canada
Tel: 604-688-4219 ext. 236 or 237
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 Sceptre 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 Sceptre’s management on the date the statements are made. Except as required by law, Sceptre 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 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 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 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.
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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