
Sceptre Ventures Inc. Enters Letters of Intent
Pursuant to the Letters of Intent, the Company will acquire all of the issued and outstanding common shares of DingaLing Communications Inc. and AdFlexer Innovations Inc.. 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.
Private company incorporated in 2003
DingaLing is a private company incorporated in 2003 and based in Saskatoon, Saskatchewan, with operations primarily focused in the research sector and, exactly, in the telecommunications segment. DingaLing is a developer of "Voice Over Internet Protocol" services designed to reduce long distance telecommunication costs, better manage call volumes, and prepare communication operations for the then generation of telephone-enabled productivity. DingaLing's communication services are initiated from an Internet web browser, desktop, mobile device or text messaging interface without the need for new hardware, software or telephone number.
AdFlexer is a private company incorporated in 2011 and based in Saskatoon, Saskatchewan. The company has developed innovation that allows mobile Smartphone users with the AdFlexer research 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 as well 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.
The Acquisition is subject to a number of conditions
Completion of the Acquisition is subject to a number of conditions, including a thorough due diligence review of both DingaLing and AdFlexer on or previously November 4th, 2011 or such later date as the parties may agree upon as so then as TSXV acceptance and in such an event 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 as well a director of the Company and consequently the Acquisition will be a "related party transaction" for the purposes of OSC MI 61-101. The current halt in trading will remain actually 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.
The Company is a capital pool company 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" in accordance with the TSXV CPC policies.
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Dingaling Communications
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Dingaling And Adflexer
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Adflexer Innovations Dingaling Shareholder
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Sceptre Voip
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"sceptre Ventures" "adflexer Innovations " Oc
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