Star Metro - Sceptre Ventures Announces 10-for-1 Share Consolidation and Non-Brokered Private Placement Offering

VANCOUVER, BC / ACCESS Newswire / January 21, 2026 / Sceptre Ventures Inc. ("Sceptre" or the "Company") (TSXV-NEX:SVP.H) announces that it intends to complete a consolidation of its issued and outstanding common shares (the "Shares") on the basis of one (1) new Share (each, a "Post-Consolidated Share") for every ten (10) current outstanding Shares (the "Consolidation"). The Company also wishes to announce a non-brokered private placement offering of up to 6,000,000 units (each, a "Unit") at a price of $0.05 (pre-consolidated price) per Unit to raise gross proceeds of up to $300,000 (the "Private Placement").

It is anticipated that the Consolidation will reduce the number of outstanding Shares from 24,016,477 Shares to approximately 2,401,647 Post-Consolidated Shares, subject to adjustment for rounding. 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. The Consolidation is subject to approval by the TSX Venture Exchange (the "Exchange").

The Company does not intend to change its name or its current trading symbol in connection with the proposed Consolidation. The effective date of the Consolidation will be announced in a subsequent news release. No fractional Post-Consolidated Shares will be issued as a result of the Consolidation. Shareholders who would otherwise be entitled to receive a fraction of a Post-Consolidated Share will be rounded up to the nearest whole number of Post-Consolidated Shares and no cash consideration will be paid in respect of fractional Shares. The exercise price and number of Shares of the Company issuable upon the exercise of outstanding options and warrants will be proportionally adjusted upon the implementation of the proposed Consolidation in accordance with the terms thereof.

The Private Placement will consist of the issuance of up to 6,000,000 Units (600,000 Units on a post-Consolidation basis) at a price of $0.05 per Unit ($0.50 per Unit on a post-Consolidation basis). Each Unit will be comprised of one Share and one transferable Share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional Share (each, a "Warrant Share") at a price of $0.075 per Warrant Share ($0.75 per Warrant Share on a post-Consolidation basis) for a period of two (2) years following the closing of the Private Placement.

Proceeds derived from the Private Placement will be used for identifying and evaluating a proposed Qualifying Transaction (as defined in Exchange Policy 2.4) and for general working capital purposes. No proceeds of the Private Placement are proposed to be paid to any non-arm's length parties or for investor relations activities. Finders fees may be payable in connection with the Private Placement.

All securities issued pursuant to the Private Placement will be subject to a statutory hold period expiring four months and one day after closing. Completion of the Private Placement is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the Exchange.

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. 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: (i) the Company's inability to complete the Private Placement; (ii) the Company's inability to raise all the funds and the proposed use of proceeds for the Private Placement; (iii) the terms of the Consolidation and its anticipated benefits; (iv) the Company's inability to complete the Consolidation; and (v) receipt of approvals of the Private Placement and the Consolidation by the Exchange. 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 this news release.

SOURCE: Sceptre Ventures Inc.

View the original press release on ACCESS Newswire

P.Beaulieu--SMC