Friday, January 10, 2020 5:18:13 AM
(via TheNewswire)
Vancouver, BC - The Newswire - January 9, 2020: Sceptre Ventures Inc. (the "Company") (TSXV:SVP.H) is pleased to announce it has entered into a non-binding term sheet December 23, 2019 (the "Term Sheet") with IZON Network Inc. (OTC: IZNN), also known as IZON Digital Media Network ("IZON") pursuant to which Sceptre proposes to acquire a 100% interest in IZON. IZON creates proprietary media & entertainment platforms for premium & niche marketplaces which reach digital out-of-home audiences.
"Sceptre is very pleased with the signing of the Term Sheet with IZON for both parties' benefit. After looking at multiple opportunities in which to utilize our CPC it became apparent that IZON Digital Media Network was a growth trajectory company that we wanted to partner and do a transaction with. We are looking forward to finalizing the qualifying transaction and years of success for IZON." said Mitchell Smith, President and CEO, Sceptre Ventures Inc.
Sceptre is a "capital pool company" under the policies of the TSX Venture Exchange (the "Exchange"). The acquisition of IZON will constitute Sceptre's "qualifying transaction" under the policies of the Exchange (the "Qualifying Transaction"). Upon completion of the Qualifying Transaction, Sceptre will be listed as a Tier 2 Technology Issuer pursuant to the initial listing requirements of the Exchange.
The Qualifying Transaction is not a Non-Arm's Length Qualifying Transaction as defined under the policies of the Exchange, and approval from the shareholders of Sceptre is not required.
The Qualifying Transaction
Pursuant to the terms of the Term Sheet, it is expected that Sceptre and IZON will negotiate and enter into a definitive agreement incorporating the principal terms of the Term Sheet.
Subject to any Exchange, regulatory, or other approvals that may be required, the completion of satisfactory due diligence by Sceptre and IZON, the completion of the IZON Financing (as described below) and the satisfaction of other conditions contained within the Term Sheet, it is currently anticipated that as consideration for the acquisition of all of the outstanding securities of IZON, holders of issued and outstanding common shares of IZON will receive, based on an exchange ratio, Sceptre common shares for each IZON common share (the "Exchange Ratio") based on a Pre-Qualified Transaction valuation of $1 million for Sceptre inclusive of debt and liabilities and $15 million for IZON exclusive of the IZON Financing, and as such IZON shareholders will receive 15 shares of Sceptre for every share of IZON held. The final structure of the Qualifying Transaction is subject to the receipt of tax, corporate and securities law advice for both Sceptre and IZON.
IZON is a reporting issuer in British Columbia and a publicly traded issuer on the OTC Markets. As such, it does not have a controlling shareholder.
Sceptre currently has 20,808,344 shares issued and outstanding and has existing shareholder approval to complete a share consolidation on the basis of one (1) new share for every three (3) shares held (the "Consolidation").
Upon the Consolidation, Sceptre shall have 6,936,115 shares issued and outstanding.
Prior to completion of the private placement and prior to closing, IZON shall complete a share consolidation of 50 old shares for one new share as announced by IZON on August 13, 2019, resulting in the following securities issued and outstanding: (i) 4,936,606 common shares, (ii) 18,829,231 common shares attributable to the conversion of all convertible preferred and convertible debentures and (iii) 2,255,142 common shares attributable to stock options and warrants.
Pursuant to the transaction, (i) holders of issued and outstanding IZON shares will receive 15 Sceptre shares (post-consolidation) for each IZON share held, (ii) all options, warrants, debentures or other securities convertible into IZON shares shall be exchanged, based on the agreed exchange ratio, for similar securities to purchase Sceptre shares on similar terms and conditions, and (iii) any securities issued pursuant to the private placement will similarly be exchanged (based on the ratio for securities of Sceptre.
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