Star Metro - Sceptre Ventures Closes Private Placement Offering of Units

VANCOUVER, BC / ACCESS Newswire / March 31, 2025 / Sceptre Ventures Inc. ("Sceptre" or the "Company") (TSXV:NEX)(TSXV:SVP.H) announces that it has completed its previously announced non-brokered private placement (the "Private Placement"), as described in its press releases of February 11, 2025 and February 28, 2025, pursuant to which it has issued an aggregate of 12,008,200 units (each, a "Unit") at a price of $0.01 per Unit, for gross proceeds of $120,082.00.

Each Unit is comprised of one common share in the capital of the Company (each, a "Share") and one transferable share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder to purchase one additional Share in the capital of the Company (each, a "Warrant Share") for a period of 12 months from the closing date at an exercise price of $0.05.

Proceeds of the Private Placement will be used for identifying and evaluating a proposed Qualifying Transaction (as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange")) and for general working capital purposes. No finder's fees were paid in connection with the Private Placement.

One insider of the Company subscribed for a total of 2,408,200 Units under the Private Placement, which is 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 to the insider is exempt from the valuation requirement of MI 61-101 by 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(a) of MI 61-101 in that the fair market value of the consideration of the securities issued to the related party did not exceed 25% of the Company's market capitalization.

The securities issued under the Private Placement, and the Warrant Shares that may be issuable on exercise of the Warrants, are subject to a statutory hold period expiring on July 29, 2025.

None of the securities sold in connection with the Private Placement will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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:
Kevin Bottomley, Chief Executive Officer
Suite 1450-789 West Pender Street
Vancouver, BC, V6C 1H2, Canada
Tel: 604-681-1568
Email: [email protected]

FORWARD-LOOKING INFORMATION
Statements in this news release that are not historical facts are forward-looking statements. Forward-looking statements are statements that are not historical, and consist primarily of projections - statements regarding future plans, expectations and developments. Words such as "expects", "intends", "plans", "may", "could", "potential", "should", "anticipates", "likely", "believes" and words of similar import tend to identify forward-looking statements. Forward-looking statements in this news release include statements about the Private Placement and its terms, and the anticipated use of proceeds. These forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied, including, without limitation, that the Company may not use the gross proceeds as initially contemplated. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. The Company cannot assure that actual events, performance or results will be consistent with these forward-looking statements, and management's assumptions may prove to be incorrect. These forward-looking statements reflect current expectations regarding future events and operating performance and speak only as of the date hereof and the Company does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change other than as required by applicable law. For the reasons set forth above, readers should not place undue reliance on forward-looking statements.

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

SOURCE: Sceptre Ventures Inc.

View the original press release on ACCESS Newswire

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