Sceptre to roll back shares 1:10, arranges offering

Executive Summary

• Sceptre Ventures Inc. announced a 10-for-1 share consolidation of its common shares, reducing the outstanding share count from approximately 24 million to 2.4 million to enhance marketability.
• The company simultaneously announced a non-brokered private placement offering of up to 6 million units (pre-consolidation) to raise gross proceeds of up to $300,000.
• The private placement units consist of one share and one transferable warrant, with proceeds designated for identifying a qualifying transaction and general working capital.

Key Details

• Share Consolidation:
  • Ratio: 1 new share for every 10 current outstanding shares.
  • Pre-consolidation share count: 24,016,477 shares.
  • Post-consolidation share count: Approximately 2,401,647 shares (subject to rounding).
  • Fractional shares will be rounded up to the nearest whole number; no cash consideration will be paid for fractions.
  • Outstanding options and warrants will be proportionally adjusted.
  • Subject to approval by the TSX Venture Exchange.
  • No change to company name or trading symbol.
• Private Placement Offering:
  • Structure: Non-brokered.
  • Units Offered: Up to 6,000,000 units (pre-consolidation) / 600,000 units (post-consolidation).
  • Price: $0.05 per unit (pre-consolidation) / $0.50 per unit (post-consolidation).
  • Gross Proceeds: Up to $300,000.
  • Unit Composition: Each unit consists of one common share and one transferable share purchase warrant.
  • Warrant Terms:
    • Entitles holder to acquire one additional share.
    • Exercise Price: $0.075 per warrant share (pre-consolidation) / $0.75 per warrant share (post-consolidation).
    • Duration: Two years following closing.
  • Use of Proceeds: Identifying and evaluating a proposed qualifying transaction (as defined in TSX-V Policy 2.4) and general working capital.
  • Restrictions: No proceeds paid to non-arm's-length parties or for investor relations. Finders' fees may be payable.
  • Hold Period: Statutory hold period of four months and one day after closing.
  • Conditions: Subject to regulatory approvals, including TSX Venture Exchange approval.

Notable Quotes

• "The board of directors of the company believes that the consolidation will both enhance the marketability of the company as an investment and better position the company to raise the funds necessary to execute the company's business plan."