Vancouver, BC / The Newswire / April 27, 2018 - Sceptre Ventures Inc. (“Sceptre”) (SVP.H-TSXV) is pleased to announce that the TSX Venture Exchange (the “Exchange”) has conditionally accepted Sceptre’s proposed acquisition (the “Acquisition”) of all the issued and outstanding common shares of SmartShare Solutions Inc. (“SmartShare”), subject to submission to the Exchange by Sceptre of final materials related thereto on or prior to July 25, 2018.  The proposed Acquisition is intended to serve as Sceptre’s Qualifying Transaction in accordance with the Exchange’s Capital Pool Policy 2.4.

As previously announced, Sceptre, SmartShare and SmartShare’s shareholders have entered into a binding Share Exchange Agreement dated December 15, 2017, pursuant to which all of the issued and outstanding common shares of SmartShare will be exchanged on a pro rata basis for an aggregate 15,000,000 common shares (on a 3:1 post consolidated basis) (the “Payment Shares”) to be issued by Sceptre.  An aggregate 14,477,150 of the 15,000,000 Payment Shares to be issued by Sceptre to the SmartShare shareholders as consideration for the Acquisition will be subject to a TSX Venture Exchange Tier 2 Value Security Escrow Agreement.

The Share Exchange Agreement also provides that, based on certain milestones being achieved over the five year period following closing of the Acquisition:

-up to 3,500,000 Sceptre common shares (on a 3:1 post consolidated basis) may be issued as performance incentives to Thamer Matar and Baker Al-Nakib, the two principals of SmartShare’s wholly-owned subsidiary, OpenSpot Parking Inc., who are currently consultants to SmartShare; and

-up to 15,000,000 Sceptre common shares (on a 3:1 post consolidated basis) may be issued as bonus incentives to the directors, officers, employees and consultants of Sceptre and its affiliates.

Sceptre will conduct an arm’s length non-brokered private placement offering of a minimum of 13,000,000 Sceptre common shares (on a 3:1 post consolidated basis) at a per share price of $0.10 for aggregate gross proceeds of a minimum $1,300,000 (the “Financing”), which will close concurrent with closing of the Acquisition.  This is an increase to the previously announced private placement of 11,000,000 shares for gross proceeds of $1,100,000.

Payment of 10% finder’s fees that may be payable in connection with the Financing ($130,000 assuming completion of the Financing as proposed) will be satisfied by issuance to the finder(s) on closing of an aggregate 1,300,000 Sceptre common shares (on a 3:1 post-consolidated basis) at a deemed per share price of $0.10.

All Sceptre common shares issued by Sceptre under the Acquisition and the Financing, including any shares issued in satisfaction of finder’s fees payable, will be subject to a hold period of four months and one day from the date of issuance in accordance with applicable securities legislation and the policies of the Exchange.  

As previously announced, concurrent with but immediately prior to closing of the Acquisition and the Financing, Sceptre will consolidate its common shares on the basis of three old common shares for one new common share, which consolidation has been approved by Sceptre’s shareholders and conditionally accepted by the Exchange.

The Exchange has granted a waiver of the requirement to engage a sponsor in connection with the proposed Acquisition.

There can be no assurance that the proposed Acquisition or the Financing will be completed as proposed or at all.  Further details with respect to the proposed Acquisition and Financing will be included in a Filing Statement, which will be filed by Sceptre in accordance with the policies of the Exchange and will then be available for viewing through the Internet under Sceptre’s SEDAR Issuer Profile on the SEDAR website (www.sedar.com).

The terms of the proposed Acquisition were previously announced by Sceptre by news releases dated September 28, 2016, December 14, 2016, April 12, 2017 and January 26, 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.

We Seek Safe Harbour.

For Further Information:
#1501 - 128 West Pender Street

Vancouver, BC, V6B 1R8, Canada

Tel: 604-688-4219  ext. 236 or 237               
Email: gabbott@sceptreventures.com

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.

Not for dissemination in the United States or for release to US news wire services