Star Metro - Sceptre Ventures and 1490660 B.C. LTD. Announce Letter of Intent For Proposed Qualifying Transaction

VANCOUVER, BC / ACCESS Newswire / October 8, 2026 / Sceptre Ventures Inc. ("Sceptre" or the "Company") (TSXV:SVP.H)(NEX:SVP.H) and 1490660 B.C. Ltd. ("1490660"), a company incorporated under the laws of the Province of British Columbia, are pleased to announce that they have entered into a non-binding letter of intent dated October 8, 2026 (the "LOI") whereby Sceptre has agreed to acquire the outstanding securities of 1490660. The LOI outlines the principal terms and conditions of a transaction which will result in a reverse takeover of Sceptre by 1490660 (the "Proposed Transaction") and listing as a Tier 2 Mining Issuer on the TSX Venture Exchange (the "TSXV").

Sceptre is a Capital Pool Company and intends for the transaction to constitute its Qualifying Transaction, as such terms are defined in the Policy 2.4 - Capital Pool Companies (the "CPC Policy") of the TSXV. Sceptre's common shares are currently listed on the NEX board of the TSXV and, in connection with the announcement of the LOI, trading in the common shares of Sceptre will be halted pursuant to the CPC Policy. It is anticipated that trading of the common shares of Sceptre will remain halted until the completion of the Proposed Transaction. The resulting company following the completion of the Proposed Transaction is referred to as the "Resulting Issuer".

1490660 was incorporated on July 4, 2024 pursuant to the Business Corporations Act (British Columbia) and is a privately held Canadian mineral exploration company focused on identifying, acquiring and advancing mineral exploration properties in Canada. 1490660's outstanding capital consists of 17,000,100 common shares (the "149 Shares") and 15,000,000 share purchase warrants (the "149 Warrants"). No options or other classes of securities are outstanding. Jody Dahrouge, a director and officer of 1490660, is also a director and officer of DG Resource Management Ltd. ("DGRM"), which currently owns 2,000,000 149 Shares, representing approximately 11.76% of the outstanding 149 Shares. 1490660 owns the Black Birch Lake Property (the "Black Birch Property"), which is its principal property, and the Rifle Property (the "Rifle Property" and collectively with the Black Birch Property, the "Properties"), both of which are located in the Province of Saskatchewan, Canada.

The Black Birch Lake and Rifle Exploration Properties

Black Birch Lake Property

Pursuant to a mineral property acquisition agreement dated for reference February 23, 2026 (the "Acquisition Agreement") entered into among 1490660, DGRM, Jody Dahrouge and Debbie Dahrouge (the previous registered holders, who held the Black Birch Property in trust for the Vendor), 1490660 acquired a one hundred percent (100%) undivided right, title and interest in and to the Black Birch Property in consideration for cash consideration of CDN $280,000, an aggregate of 1,100,000 149 Shares, and the grant of a 2.0% net smelter returns royalty to the Vendor, of which one half (1.0%) may be repurchased by 1490660 within five (5) years for CDN $2,500,000.

The Black Birch Property is situated in northcentral Saskatchewan, south of the Athabasca Basin. It is approximately 125 km northeast of the village of La Loche, and approximately 50 km southwest of Cree Lake, Saskatchewan (Figure 1). The Black Birch Property consists of two mineral dispositions (Figure 2) covering an area of approximately 10,315 ha.

Historical Exploration

The Black Birch Property is an early-stage project. Historical work on the Black Birch Property has primarily consisted of government and private airborne geophysical surveys and regional geologic mapping with a limited amount of ground sampling. Details of the programs are summarized in Table 1. Results from the early exploration identified a number of electromagnetic conductors, radiometric anomalies (100 to 4500 cps) associated with minor amounts of uranium and thorium in pegmatite units, an overburden sample with anomalous copper of 100 ppm and molybdenum of 35 ppm and a pegmatite sample with anomalous uranium of 1610 ppm U (0.19% U3O8).

Exploration by DGRM included a ground prospecting program in 2014, and a helicopter-borne electromagnetic survey in 2024, which identified a conductive target in the SE corner of the Black Birch Property. This feature follows the general orientation of the Virgin River Shear Zone (VRSZ), a prominent regional structure.

Table 1 Summary of Historical Exploration

Exploration by DG Resource Management

A helicopter-borne time domain electromagnetic (TDEM) and magnetic survey was executed from January 23 to February 11, 2024, by Axiom Exploration Group Ltd. ("Axiom") on behalf of DGRM. Axiom completed the survey using a 30Hz Xcite™ TDEM system towed by an A-Star B3 helicopter platform. The survey totaled 228 line-kms with a traverse line spacing of 250 m and tie line spacing of 2500 m; traverse lines were oriented 110° - 290° and the tie line was oriented 200° - 020°.

Axiom completed daily checks to ensure that the data and navigation was always within specifications. The reviews included calibration of EM data (daily high-altitude checks), laser altimeter calibration, base station diurnal results check for excessive solar fluctuations, noise and spikes in magnetic data and removal of system lag, and flight altitude and line path. Interpretation of the TDEM survey revealed contrasting highs and lows roughly parallel to the VRSZ. Magnetic high units were interpreted to represent either Archean granites or ultramafic/ iron formation rocks depending on their orientation. The conductive features were interpreted to be associated with pelitic metasediments or graphitic schist (Figure 3). The report summarizing these results suggests that since conductive highs follow the trend of the regional VRSZ, the Black Birch Property may host the conditions necessary for the formation of a structurally controlled, basement hosted, uranium deposit. These conditions include the reactivation of basement faults following the formation of the Athabasca Basin (now eroded at Black Birch) that may have provided a pathway for fluid circulation and subsequent deposition due to the presence of reducing conditions.

The Rifle Property

Pursuant to a mineral property acquisition agreement dated for reference April 7 2026 entered into among 1490660, the Vendor, Jody Dahrouge and Debbie Dahrouge (the previous registered holders, who held the Rifle Property in trust for the Vendor), 1490660 acquired a one hundred percent (100%) undivided right, title and interest in and to the Rifle Property in consideration for cash consideration of CDN $20,000, 1,000,000 149 Shares, and the grant of a 2.0% net smelter returns royalty to the Vendor, of which one half (1.0%) may be repurchased by 1490660 within five (5) years for CDN $2,500,000.

The Rifle Property is located about 10 km due east of the Black Birch Property. It is comprised of nine mineral dispositions covering an area of approximately 17,594 ha. The Rifle Property is elongated in a north to south direction, with the northern end about 18 km south of the Athabasca Basin. It covers about 30 km length of the Cable Bay Shear Zone, a prominent structural feature that is thought to be prospective for basement hosted uranium mineralization.

Historic exploration of the Rifle Property is limited to regional government geophysical and sampling programs. Results from the early exploration identified a number of electromagnetic conductors and radiometric anomalies.

In 2014, DGRM conducted a brief one-day prospecting program in and around a known airborne radiometric anomaly and identified surface outcrops with up to 700 cps, as measured on a hand held scintillometer. A nearby lake, down ice of this feature, is host to a strongly anomalous uranium in lake sediment anomaly of 47.3 ppm U.

Summary of the Proposed Transaction

The LOI contemplates that 1490660 and Sceptre will negotiate and enter into a definitive agreement in respect of the Proposed Transaction on or before November 30, 2026 (the "Definitive Agreement"), pursuant to which it is anticipated that Sceptre will acquire all of the issued and outstanding securities of 1490660, whereby the holders of 149 Shares will receive common shares of Sceptre (the "Sceptre Shares") in exchange for 149 Shares on a 1 for 1 basis (the "Exchange Ratio"). All 149 Warrants outstanding will also be acquired by Sceptre and replaced with warrants of Sceptre (the "Sceptre Warrants") based on the same Exchange Ratio. It is anticipated that upon completion of the Proposed Transaction and assuming completion of the Concurrent Financing (as defined below): (a) approximately 26,001,753 Sceptre Shares, inclusive of Sceptre Shares issued pursuant to the Concurrent Financing, will be issued and outstanding and will represent all of the issued and outstanding common shares (the "Resulting Issuer Shares") of the Resulting Issuer; and (b) up to approximately 21,000,000 Sceptre Warrants will be issued and outstanding, inclusive of Sceptre Warrants issued pursuant to the Concurrent Financing, and will represent all of the issued and outstanding warrants (the "Resulting Issuer Warrants") of the Resulting Issuer. The Proposed Transaction will be structured as a three-cornered amalgamation, plan of arrangement or other structure based on the advice of the parties' respective advisers and taking into account various securities, tax, operating and other considerations. No finder's fees or commissions have been paid or are expected to be paid in connection with the Proposed Transaction. No deposit, advance or loan has been made, and no such deposit, advance or loan is expected to be made, to any party in connection with the transactions contemplated herein.

It is anticipated that the Resulting Issuer will continue the business of 1490660 under the name "Evolution Uranium Corp." (the "Name Change"). The business of the Resulting Issuer will initially be primarily focused on the exploration and advancement of the Properties and, over time, the identification, evaluation and acquisition of additional critical-mineral opportunities in Canada.

Certain Sceptre Shares to be issued pursuant to the Proposed Transaction are expected to be subject to restrictions on resale or escrow under the policies of the TSXV, including the securities to be issued to Principals (as defined under the TSXV Policy 1.1), which will be subject to the escrow requirements of the TSXV.

Upon completion of the Proposed Transaction, and assuming completion of the Concurrent Financing, it is expected that the former shareholders of 1490660 will hold approximately 65.38% of the Resulting Issuer Shares, the placees of the Concurrent Financing (as defined below) will own approximately 23.08% of the Resulting Issuer Shares and that the former shareholders of Sceptre will hold approximately 11.54% of the Resulting Issuer Shares, all on an undiluted basis.

Closing of the Proposed Transaction is subject to a number of terms and conditions, including the following: negotiation and execution of the Definitive Agreement; there being no material adverse changes in respect of either Sceptre or 1490660; the parties obtaining all necessary consents, orders, regulatory and shareholder approvals, including the conditional approval of the TSXV; completion of the Name Change; completion of the Concurrent Financing (as defined below); completion and filing of a NI 43-101 compliant technical report acceptable to the TSXV; satisfactory completion of due diligence by each party on the other party; and other standard conditions of closing for a transaction in the nature of the Proposed Transaction. The Proposed Transaction does not constitute a Non-Arm's Length Qualifying Transaction (as that term is defined in the CPC Policy) and, accordingly, is not expected to require the approval of Sceptre's shareholders.

There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met.

Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 mining issuer on the TSXV, with 1490660 as its primary operating subsidiary.

Concurrent Financing

In connection with the Proposed Transaction, Sceptre intends to undertake a concurrent offering of up to 6,000,000 units (each, a "Unit") at a price of $0.50 per Unit for gross proceeds of up to $3,000,000 (the "Concurrent Financing"). Each Unit will be comprised of one Sceptre Share and one Sceptre Warrant. Each Sceptre Warrant will entitle the holder to acquire one additional Sceptre Share at a price of $0.75 per share for a period of two (2) years from the date of issuance. Except pursuant to the Concurrent Financing, the transactions contemplated by the LOI or with the prior written consent of the other party, neither party will issue any shares or securities convertible into or exercisable for shares prior to the closing of the Proposed Transaction.

The net proceeds of the Concurrent Financing are expected to be used to fund exploration and advancement of the Properties, costs associated with the Proposed Transaction and the listing of the Resulting Issuer, and the working capital requirements of the Resulting Issuer. No finder's fees or commissions have been paid or are expected to be paid in connection with the Concurrent Financing.

Summary of Financial Information

A summary of certain financial information for 1490660 is included in the tables below:

Directors and Officers of the Resulting Issuer

Upon completion of the Proposed Transaction, it is anticipated that the board of directors and management of the Resulting Issuer shall consist of the current board and management of Sceptre, as follows:

Kevin Bottomley, Chief Executive Officer and Director

Mr. Kevin Bottomley is an accomplished Capital Markets Advisor with a key focus on public venture capital. He is the founder of Corvidian Capital Inc., a director of Zimtu Capital Corp., a director of Q2 Metals Corp., a director of Genix Pharmaceuticals Corp., a director of V Ten Metals Corp, Pender Street Capital and Georgia Street Capital. Mr. Bottomley has been instrumental in raising over $250 million dollars for early to mid-stage ventures and has a strong network of global investors spanning from North America, Europe, Australia and Asia.

Jody Bellefleur, Chief Financial Officer and Director

Ms. Jody Bellefleur is a CPA, CGA with over 20 years of experience forming, listing, and guiding resource-focused public companies from incorporation through the public markets. Her expertise includes regulatory compliance, audit oversight, and corporate governance within the Canadian public company framework. Ms. Bellefleur is a director of Apex Critical Metals Corp. and Alpha Copper Corp. Ms. Bellefleur has served as the CFO of Zimtu Capital Corp. since 2013 and is responsible for the financial reporting of multiple equity holdings of Zimtu, and acts as CFO and Corporate Secretary for many of them.

Alicia Milne, Independent Director

Ms. Alicia Milne is the President, CEO and a director of Q2 Metals Corp., as well as an independent director of Future Fuels Inc., and V Ten Metals Corp.

Michael Hodge, Independent Director

Mr. Mike Hodge brings over 20 years of experience in the private and public markets. From working in the field to raising capital, Mr. Hodge has a variety of beneficial skills he brings to the board. He has been a director of Future Fuels Inc. since November 24, 2017, a Director of Discovery Energy Metals Corp. since June 12, 2024, and CEO and President of Discovery Energy Metals Corp. since July 17, 2024. Mr. Hodge brings a broad range of established contacts within many different industries throughout North America, Europe, and Australia.

Frances Petryshen, Independent Director

Ms. Frances Petryshen is a Chartered Secretary, Accredited Director (Acc.Dir.) and a Fellow with the Chartered Governance Institute of Canada (FCG) where she served as President and Director of the British Columbia branch of the Institute for over 10 years. Ms. Petryshen provided compliance and corporate secretarial consulting services to various Caravel Law clients (Jan 21 to Jan 26), and several other private and public entities over the past 5 years. Ms. Petryshen was the Corporate Secretary for Balmoral Resources Ltd. until acquired by Wallbridge Mining in March 2020.

Filing Statement

In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, Sceptre will file a filing statement on its issuer profile on SEDAR+ (www.sedarplus.ca), which will contain details regarding the Proposed Transaction, 1490660, the Concurrent Financing, and the Resulting Issuer.

Reinstatement to Trading

In accordance with the policies of the TSXV, the Sceptre Shares will be halted from trading and it is anticipated that trading will remain halted until completion of the Proposed Transaction.

Additional Information

Sceptre intends to issue a subsequent press release in accordance with the policies of the TSXV providing further details in respect of the Proposed Transaction, including additional information relating to the transaction structure and descriptions of the proposed directors and Insiders (as such term is defined in the policies of the TSXV) of the Resulting Issuer, as well as further details regarding the Concurrent Financing.

Qualified Person

Information concerning 1490660 has been provided to the Company by 1490660 for inclusion in this news release. The scientific and technical information concerning the Black Birch Property contained in this news release has been reviewed and approved by Darren Slugoski, P.Geo., an independent consultant to the Company, a registered member of the Association of Professional Engineers and Geoscientists of Saskatchewan (APEGS), and a "qualified person" as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101").

Mr. Slugoski has reviewed the historical reports concerning the Black Birch Property and verified that the historical exploration results presented in this news release are consistent with those reports. This verification was limited to a review of the historical documentation and did not include independent confirmation of the original sampling or analytical results.

About Sceptre Ventures Inc.

Sceptre Ventures Inc. is a Capital Pool Company within the meaning of the policies of the TSXV and has not commenced commercial operations and has no assets other than cash.

For further information on Sceptre Ventures Inc., please contact:

Kevin Bottomley, Chief Executive Officer
Suite 400 - 570 Granville Street
Vancouver, BC, V6C 3P1, Canada
Tel: 604-681-1568
Email: [email protected]

For further information on 1490660 B.C. Ltd., please contact:

Jody Dahrouge, Chief Executive Officer
Email: [email protected]

Completion of the Proposed Transaction 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 Proposed 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 transaction 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.

All information contained in this news release with respect to the Company and 1490660 was supplied by the parties, respectively, for inclusion herein, and the Company and its directors and officers have relied on 1490660 for any information concerning such party.

The securities referenced herein have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

FORWARD LOOKING INFORMATION

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes", "intends" or variations of such words and phrases or stating that certain actions, events or results "may", "could, "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: the Proposed Transaction and certain terms and conditions thereof; the business of 1490660; the exploration and advancement of the Properties; the Concurrent Financing; shareholder, director and regulatory approvals; and future press releases and disclosure. Forward looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, Sceptre assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.

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

Ch.Levesque--SMC