Sceptre Ventures Inc.
TSX VENTURE : SVP.P

Sceptre Ventures Inc.

July 14, 2010 09:00 ET

Sceptre Ventures Inc. Enters Letter of Intent for Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 14, 2010) - Sceptre Ventures Inc. (the "Company") (TSX VENTURE:SVP.P) is pleased to announce that it has entered into a letter of intent (the "Letter of Intent") dated July 5, 2010 with respect to its proposed qualifying transaction.

Pursuant to the Letter of Intent, the Company will acquire (the "Acquisition") all of the issued and outstanding common shares of DingaLing Communications Inc. ("DingaLing"). In consideration, each DingaLing shareholder will receive one common share of the Company for every DingaLing share held, as described below, such that the Acquisition will be a reverse takeover pursuant to TSXV policies. It is anticipated that, concurrent with its completion of the Acquisition, the Company will change its name to "DingaLing Communications Inc."

DingaLing

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, desk top, mobile device or text messaging interface without the need for new hardware, software or telephone number.

DingaLing's primary products and services include:

  • "2Click2Call": a technology that seamlessly connects visitors to a website to a telephone number published on that website, primarily for business or call centre users. There is a video component available as well;
  • "Advertiser Paid Calling": a technology which connects phone users through sponsored advertising; and
  • "Dingaling Mobile and Desktop Applications": Dingaling Mobile apps will be available for the popular iPhone, Android and Blackberry Platforms. These applications allow for making local and long distance phone calls over a phone's 3G or Wifi data connection, rather than using costly cell minutes. Dingaling Desktop apps will be available for Windows, Mac OS and Linux Platforms. All versions include "Advertiser Paid Calling" allowing for free calls of fixed duration, current rate information and call history. Video and Instant Messaging are available on the Desktop and will be added to the Mobile versions in the future.

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.

The Acquisition

Pursuant to the Letter of Intent, the Company will acquire all of the issued and outstanding Class "A" common shares of DingaLing. In consideration, each DingaLing shareholder will receive one common share of the Company. In the aggregate, the Company will issue 21,778,222 common shares to DingaLing shareholders.

In addition, each outstanding DingaLing share purchase warrant will be exchanged for one share purchase warrant of the Company, with an exercise price equal to the closing market price of the Company's common shares on the TSXV on the day immediately preceding the completion of the Acquisition. The expiry date of each such Company warrant will remain the same as that of the DingaLing warrant which it replaces. It is anticipated that a total of 1,850,000 Company warrants will be issued to various DingaLing warrantholders.

Further, upon closing of the Acquisition, the Company intends to issue stock options to those persons holding stock options of DingaLing, subject to TSXV policies. Each such stock option will have an exercise price equal to the closing market price of the Company's common shares on the TSXV on the day immediately preceding the completion of the Acquisition, and shall have the same expiry date as the DingaLing stock option for which it replaces. It is anticipated that a total of 300,000 Company stock options will be issued to various DingaLing optionholders.

DingaLing has over fifty shareholders, warrant holders and stock option holders. The Acquisition will be a "reverse takeover" under TSXV policies. It is anticipated that Sean Dusome, president of DingaLing, will be appointed as president of the Company following completion of the Acquisition. Mr. Dusome is also a director of the Company. Accordingly, the Acquisition will also be a "related party transaction" for the purposes of OSC MI 61-101. It is anticipated that the Acquisition will be the Company's "qualifying transaction" under the policies of the TSXV, and that the resulting issuer upon completion of the Acquisition will be a Tier II Technology issuer under the policies of the TSXV.

The following provides a brief description of Mr. Dusome; John Costa, who will be appointed as a CTO of the Company following completion of the Acquisition; and Bryce Groenwold, who will be appointed as CFO of the Company following completion of the Acquisition:

  • Sean Dusome: Mr. Dusome is the founder of DingaLing and brings over 15 years of entrepreneurial, operational and sales experience. Between 1988 and 1999, Mr. Dusome was a "turn-around" specialist and manager, working with, among other clients, a consumer electronics retailer. Upon completion of the Acquisition and the Concurrent Financing, Mr. Dusome will hold 4,010,000 common shares of the Company, representing 13.4% of the Company's outstanding shares following the Acquisition and the Concurrent Financing (described below).
  • John Costa: Mr. Costa holds a M.Sc. degree in Biomedical Engineering from the University of Saskatchewan, and a B.Sc. degree in Experimental Physics from Concordia University. He has over ten years of professional software development experience, and has been the director of product development for DingaLing for the past five years. Mr. Costa oversaw the development of DingaLing's primary products. Upon completion of the Acquisition and the Concurrent Financing, Mr. Costa will hold 3,900,000 common shares of the Company, representing 13% of the Company's outstanding shares following the Acquisition and the Concurrent Financing.
  • Bryce Groenwold: Mr. Groenwold holds of B.Comm from the University of Alberta and a designation as a Chartered Accountant from the Institute of Chartered Accountants of British Columbia. Mr. Groenwold is currently a member of the British Columbia, Alberta and Saskatchewan Institutes of Chartered Accountants, and has been the CFO of Dingaling since 2007 and is the sole practitioner of H. Bryce Groenwold, Chartered Accountant, a public practice accounting firm in Saskatoon, SK. Upon completion of the Acquisition and the Concurrent Financing, Mr. Groenwold will hold 300,000 common shares of the Company, representing 1% of the Company's outstanding shares following the Acquisition and the Concurrent Financing.

Another 47 shareholders of Dingaling will receive 13,528,222 shares in the Company after the Acquisition, representing 46% of the Company's shares after completion of the Acquisition.

Trading of the Company's shares on the TSXV will be halted until completion of the Acquisition and Concurrent Financing, subject to the policies of the TSXV.

Concurrent Financing

The Acquisition will be subject to completion by the Company of a concurrent private placement (the "Concurrent Financing") in such amounts required by the TSXV to meet its initial listing requirements. Additional details regarding the Concurrent Financing will be disclosed in a future news release.

Pursuant to an agency agreement dated January 12, 2010 (the "Canaccord Agency Agreement"), Canaccord Financial Ltd. (now Canaccord Genuity Corp.)("Canaccord") has retained a right of first refusal to act as lead broker with respect to the Concurrent Financing. 

Sponsorship

Sponsorship of a qualifying transaction is required by the TSXV unless exempt in accordance with their policies. The Company may apply for an exemption from sponsorship requirement upon the determination of the terms and conditions of the Concurrent Financing. However, there is no assurance that the Company will be able to apply or obtain this exemption.

Pursuant to the Canaccord Agency Agreement, Canaccord has also retained a right of first refusal to provide sponsorship services with respect to the Acquisition, if sponsorship is required by the TSXV.

Conditions of the Acquisition

Completion of the Acquisition is subject to a number of conditions, including 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. 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.

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.

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. 

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.

Contact Information

  • Sceptre Ventures Inc.
    Ms. Erin Chutter
    604-688-4219
    604-608-9342/604-688-4215 (FAX)
    echutter@telus.net