Spectre Announces Shareholder Meeting And Proposed Implementation Of Changes In Accordance With New TSXV CPC Policy

VANCOUVER, BC / ACCESSWIRE / March 2, 2022 / Spectre Capital Corp. ("Spectre" or the "Corporation") announces its intention to implement (subject to shareholder approval) certain amendments to avail itself of changes arising from the TSX Venture Exchange's (the "Exchange") updated Policy 2.4 Capital Pool Companies that came into effect on January 1, 2021 (the "New CPC Policy").

Under the New CPC Policy, an existing Capital Pool Company ("CPC") can implement certain changes with specific disinterested shareholder approval. Further to this, the Corporation will be seeking such approval at its upcoming special meeting of shareholders scheduled to be held on March 22, 2022 (the "Meeting"), to carry out the following special meeting matters: (i) to remove the consequences of failing to complete a Qualifying Transaction within 24 months of the date the Corporation's common shares became listed on the Exchange; and (ii) to enter into a new escrow agreement to supersede and replace the original share escrow agreement entered into by the Corporation.

The proposed amendments are described in further detail in the Management Information Circular of the Corporation, which will be mailed to shareholders and filed on SEDAR on or before the prescribed mailing date. A summary of the proposed amendments are as follows:

Removal of the Consequences of Failing to Complete a Qualifying Transaction within 24 Months of Listing

Under the former policy, there were certain consequences if a Qualifying Transaction was not completed within 24 months of the date the Corporation's common shares became listed on the Exchange. These consequences included a potential for Corporation's shares to be delisted or suspended, or, subject to the approval of the majority of the Corporation's shareholders, transferring Corporation to the NEX and cancelling certain seed shares. Under the New CPC Policy, these consequences will be removed provided the Corporation obtains disinterested shareholder approval to do so.

At the Meeting, the Corporation will seek the approval from disinterested shareholders to approve the removal of such consequences.

Replacement of the Escrow Agreement

Under the former policy, the Corporation entered into an escrow agreement dated November 20, 2018 (the "Current Escrow Agreement") with certain of its shareholders and Odyssey Trust Company, pursuant to which 10% of the escrowed shares would be released from escrow on the issuance by the Exchange of a final bulletin in respect of the Corporation's Qualifying Transaction (the "Initial Release") and an additional 15% will be released on each of the 6, 12, 18, 24, 30 and 36 months following the Initial Release. The Current Escrow Agreement also provides that all shares acquired on exercise of stock options prior to the completion of a Qualifying Transaction must also be deposited in escrow and will be subject to escrow until the Qualifying Transaction is completed.

Under the New CPC Policy, the Corporation's escrowed securities would be subject to a different escrow release schedule whereby 25% of the escrowed securities would be released from escrow on the Initial Release and 25% of the escrowed securities would be released from escrow on each of the 6, 12 and 18 months following such date. The New CPC Policy also provides that all options granted prior to the date the Exchange issues a final bulletin for the Corporation's Qualifying Transaction and all Common Shares that were issued upon exercise of such options prior to such date will be released from escrow on such date, other than options that (a) were granted prior to the Corporation's Initial Public Offering ("IPO") with an exercise price that is less than the issue price of the common shares issued in the IPO and (b) any common shares that were issued pursuant to the exercise of such options, which will be released from escrow in accordance with the schedule set out above.

At the Meeting, the Corporation will seek the approval from disinterested shareholders to authorize the Corporation to enter into a new escrow agreement in the form as provided for under the New CPC Policy to replace and supersede the Current Escrow Agreement.

About Spectre Capital Corp.

Spectre is a capital pool company created pursuant to the policies of the TSXV. It does not own any assets, other than cash or cash equivalents and its rights under the LOI. The principal business of Spectre is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the TSXV so as to complete a Qualifying Transaction in accordance with the policies of the TSXV.

NEITHER THE 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.

Forward-Looking Statements Disclaimer

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Spectre assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to Spectre. Additional information identifying risks and uncertainties is contained in filings by Spectre with the Canadian securities regulators, which filings are available at www.sedar.com.

For further information, please contact:

Geoff Balderson
Chief Executive Officer and Chief Financial Officer
Telephone: 604-602-0001

SOURCE: Spectre Capital Corp.