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Sceptre Ventures Inc. Enters Letters of Intent for Qualifying Transaction(October 20, 2011)
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 10/20/11 -- Sceptre Ventures Inc. (the "Company") (TSX VENTURE:SVP.P) is pleased to announce that it has entered into two letters of intent (the "LOI's") dated October 11, 2011 with respect to its proposed qualifying transaction and in furtherance of the "LOI" news release dated July 14th, 2010.
Pursuant to the Letters of Intent, the Company will acquire (the "Acquisition") all of the issued and outstanding common shares of DingaLing Communications Inc. ("DingaLing") and AdFlexer Innovations Inc. ("AdFlexer"). In consideration, each DingaLing shareholder will receive one common share of the Company for every DingaLing share held and each Adflexer shareholder will receive two common shares of the Company for every AdFlexer share held.
DingaLing Communications Inc.
DingaLing is a private company incorporated in 2003 and based in Saskatoon, Saskatchewan, with operations primarily focused in the technology sector and, specifically, in the telecommunications segment. DingaLing is a developer of "Voice Over Internet Protocol" (VoIP) services designed to reduce long distance telecommunication costs, better manage call volumes, and prepare communication operations for the next generation of telephone-enabled productivity. DingaLing's communication services are initiated from an Internet web browser, desktop, mobile device (Smartphone) or text messaging interface without the need for new hardware, software or telephone number.
Additional information regarding DingaLing, including applicable financial information, will be made available at a later date in the management information circular or filing statement to be prepared in connection with the Acquisition.
AdFlexer Innovations Inc.
AdFlexer is a private company incorporated in 2011 and based in Saskatoon, Saskatchewan. The company has developed technology that allows mobile Smartphone users with the AdFlexer technology application installed to take a photo of a static printed image and translate the static advertisement into dynamic content. AdFlexer can present video and audio commercials, time sensitive events or sales, end user specific messaging, directions and navigation information or current or promotional discount offerings; all through the mobile device. AdFlexer enabled advertisements also provide metrics around usage and can provide insight into the reach and frequency of views of particular material and subsequent activity, like taking advantage of a given promotional offering or seeking directions to a specific location.
Additional information regarding AdFlexer, including applicable financial information, will be made available at a later date in the management information circular or filing statement to be prepared in connection with the Acquisition.
Conditions of the Acquisition
Completion of the Acquisition is subject to a number of conditions, including a thorough due diligence review of both DingaLing and AdFlexer on or before November 4th, 2011 or such later date as the parties may agree upon as well as TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Acquisition cannot close until the required shareholder approval is obtained. Mr. Sean Dusome, President of DingaLing Communications Inc. is also a director of the Company and accordingly the Acquisition will be a "related party transaction" for the purposes of OSC MI 61-101. The current halt in trading will remain in effect and additional information will be disclosed in a subsequent news release. There can be no assurance that the Acquisition 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 Acquisition, 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.
About Sceptre Ventures Inc.:
The Company is a capital pool company (CPC) within the meaning of the policies of the TSXV. Sceptre Ventures Inc. has not commenced commercial operations and has no assets other than cash. Sceptre Ventures Inc. proposes to identify and evaluate business and assets with a view to completing a "Qualifying Transaction" under the TSXV CPC policies.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Acquisition 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 the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Sceptre Ventures Inc.
President and CEO
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