Sceptre Ventures Inc. Enters into Binding Agreement for Qualifying Transaction

(via Thenewswire.ca)

Vancouver, BC / TheNewswire / September 28, 2016: Sceptre Ventures Inc. ("Sceptre" and/or the "Company") (SVP.H-TSXV) is pleased to announce it has entered into a binding Term Sheet ("the Term Sheet") dated September 22, 2016 with respect to its proposed Qualifying Transaction ("QT"). Pursuant to the Term Sheet, the Company will acquire ("the Acquisition") all of the issued and outstanding common shares of SmartShare Solutions Inc. ("SmartShare"). As consideration for the shares of SmartShare, the Company will issue 15,000,000 common shares (the "Shares") to the shareholders of SmartShare (after effecting the consolidation described below), and an additional 15,000,000 common shares upon the achievement of certain performance milestones (as set out below).

Sceptre is a "capital pool company" under the policies of the TSX Venture Exchange (the "Exchange") and the Acquisition is intended to be the Company's Qualifying Transaction pursuant to Exchange policies.

It is anticipated that and concurrent with the completion of the Acquisition, the Company will change its name to SmartShare Solutions Inc. The Acquisition is an arm's length transaction and, as such, is not a Non-Arm's Length Qualifying Transaction (as such term is defined in Exchange policy) and will not be subject to the Company receiving shareholder approval for the Acquisition. Upon completion of the Acquisition, the Company will be listed as a Tier 2 Technology Issuer pursuant to the initial listing requirements of the Exchange.

The Acquisition will be subject to completion by the Company of a non-brokered private placement (the "Financing") to close concurrent with the closing of the Acquisition of up to 11,000,000 shares (the "Shares") at a price of $0.10 per Share for gross proceeds of up to $1,100,000. Finder's fees in the form of cash and/or warrants may be paid to arms' length parties that introduce the Company to subscribers. Proceeds from the Financing will be used for develop the business of SmartShare and for general corporate purposes. The Company intends to apply for a waiver of sponsorship from the Exchange.

SmartShare Solutions Inc.

SmartShare Solutions Inc. is a payment processing technology for use in the shared parking industry. The technology has been in development and testing over the past year. SmartShare is a Canadian company domiciled in British Columbia and beneficially owned by Funny Money Ideas Inc. controlled by Sam Chandola; Varshney Capital Corp controlled by Hari Varshney, Anuja Varshney and Peeyush Varshney; V2 Games Inc. controlled by Sam Chandola; Victory Square Labs controlled by Shafin Diamond Tejani and JJang Studios Inc. controlled by Jeffrey Jang. All of the above companies are incorporated in British Columbia and all the controlling persons are residents of British Columbia. SmartShare utilizes the Garage application ("Garage") 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", Garage lets owners rent out and monetize their private parking spaces to other people for short bursts of time unlocking parking spaces that never existed before in urban and outlying areas. Potential parking spaces can include but are not limited to:

-Residential driveways or garages

-Alley parking

-Open-Air parking (next to Apartments)

-Business Parking

-Condo Parking

-Parkades

-Parking Garages

-Open-Air Lots

-Ungated Multi-Storied Structures

-City Parking Lots

-City Street Parking

-Companies and organizations (School Boards, Churches, government offices etc.) with large under utilized parking inventories

A summary of available significant financial information respecting SmartShare will be provided in a subsequent news release when available.

The Milestones/Additional Earned Shares

In addition to the 15,000,000 shares issued for the Acquisition, the shareholders of SmartShare can be issued up to an additional 15,000,000 shares (the "Additional Shares") through the achievement of certain performance milestones.

1. 1.An additional 5,000,000 shares to be issued once SmartShare has acquired 5,000 inventory spaces or Annualized Net Gross Revenue* exceeding Cdn$1,000,000.

2. 2.

An additional 10M shares to be issued once SmartShare has acquired 15,000 inventory spaces or Annualized Net Gross Revenue* exceeding Cdn$2,000,000

-Net Gross Revenue is the revenue Garage records after payment processing but before expenses and taxes.

Both the 15,000,000 shares issued pursuant to the Acquisition and the Additional Shares will be subject to escrow restrictions under Exchange policies as well as a voluntary pooling agreement for an aggregate of 5 years from closing of the Acquisition.

Through its website, www.garageapp.co, Garage has already signed up over 200 parking spaces and continues to take sign-ups for both parking space owners and consumers via its contact page. It is contemplated that upon completion of the QT the following individuals will comprise the Management of SmartShare Solutions:

Sam Chandola, President & CEO, Director

-Sam is the co-founder and CEO of V2 Games, a game studio that designs and develops high quality interactive experiences

-Sam spearheaded the production of 22 ultra casual games for Microsoft and earned his company a Top 10 Small Business BC award for Best Workplace

Luis Hadic, CFO

-Mr. Hadic brings more than 10 years of accounting experience across various sectors including, technology, mineral exploration and mining and manufacturing industries focusing on financial reporting, regulatory compliance, internal control and corporate finance activities.

-Mr. Hadic has held CFO and controller positions with several private and public companies and worked as a corporate financial consultant.

-Mr. Hadic has also worked in the banking sector for over five years.

-In 1997, Mr. Hadic concluded his studies at the University of Uruguay in the Faculty of Marketing and Sales.

Graham Abbott, Director

-Mr. Abbott has 12 years of corporate experience with Telus, with involvement in business sales, operations and team management.

-He has experience with long-cycle corporate deal development and complex relationship management.

-He has been involved with several public companies in business and corporate development (both strategic and financial), operations management and shareholders relations activities.

-He is a member of the team responsible for consolidating and finalizing the Salares Lithium property package into the publicly listed company that became Talison Lithium.

Mitchell Smith, Director

-Mr. Smith has held senior capital market positions through his involvement with various public market groups including Global Cobalt Corp., Puget Ventures Inc., International Barytex Resources and Petaquilla Copper Ltd.

-He is currently the President & CEO of Global Energy Metals Corporation and interim President & CEO and Director of Sceptre Ventures Inc.

Peeyush Varshney, Director

-Peeyush, a lawyer with experience in corporate/ commercial and securities law, serves as a director or officer of several of the Varshney Capital Corp. portfolio companies.

-He obtained a Bachelor of Commerce degree (1989) and a Bachelor of Laws degree (1993) from the University of British Columbia.

-Mr. Varshney also serves as a director of the Varshney Family Charitable Foundation, is a Member of The Law Society of British Columbia and is a past Director of The Family Business Centre at the Sauder School of Business.

As previously announced by news release dated August 25, 2016, subject to regulatory and shareholder approvals the Company proposes a consolidation of its common shares on the basis of up to 3 old shares for 1 new share or such lesser ratio as the directors of the Company may determine appropriate. The Company will seek shareholder approval of the proposed consolidation at the annual general and special meeting to be held on October 24, 2016. The Company currently has 11,795,765 common shares issued and outstanding and should a 3:1 consolidation be effected there will be approximately 3,931,921 common shares issued and outstanding on a post-consolidated basis subject to adjustment as a result of elimination of fractional shares. Pursuant to the Company's governing corporate law, each fractional share resulting from the consolidation that is less than one-half of a share will be cancelled and each fractional share that is at least one-half of a share will be rounded up to one whole share. The proposed consolidation is subject to acceptance by the TSX Venture Exchange. In particular, the Company will be required to meet the Exchange's continued listing requirements upon completion of a consolidation. There is no guarantee that Exchange acceptance of a consolidation will be given or that the Company will meet the Exchange's continued listing requirements upon completion. Should the Board of Directors proceed to effect a consolidation of the Company's issued securities, a further news release will be issued announcing the effective date for the consolidation and a Letter of Transmittal will be mailed to the Company's registered shareholders, which shareholders can use to exchange their current share certificates for certificates representing the consolidated number of shares. No action will be required to effect consolidation of beneficially held securities by non-registered shareholders, who hold securities of the Company through an intermediary.

Details with respect to the proposed consolidation will be included in an Information Circular prepared by the Company's management and mailed to shareholders in connection with the annual general and special meeting. The Information Circular will be electronically filed with regulators and will be available for viewing under the Company's issuer profile on the SEDAR website at www.sedar.com."

We Seek Safe Harbour.

About Sceptre Ventures Inc.

Sceptre Ventures Inc. is a Capital Pool Company ("CPC") within the meaning of the policies of the TSXV and has not commenced commercial operations and has no assets other than cash. The Company is currently engaged in identifying and evaluating businesses and assets with a view to completing a Qualifying Transaction under the TSXV CPC policies.

For Further Information:
Tel: 604-688-4219 at extensions 236 or 237
Email: mitch@sceptreventures.com

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 Acquisition cannot close until the required shareholder approval is obtained. 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 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.

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

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