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Spectre Announces Termination of Proposed Qualifying Transaction

V.SOO.P

VANCOUVER, BC / ACCESSWIRE / March 25, 2022 / Spectre Capital Corp. (TSX.V:SOO.P) (the "Company" or "Spectre"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is providing an update on its proposed acquisition of Hemptown Organics Corp. ("Hemptown"), a privately held British Columbia company (the "Transaction").

The Company and Hemptown have decided to terminate the Transaction due to unfavourable market conditions in the Canadian hemp sector, and Hemptown deciding to pursue a US public listing instead (the "Termination"). In connection with the Termination, the Company and Hemptown have entered into a termination agreement, dated March 22, 2022, whereby, among other things, Hemptown has agreed to issue 2,000,000 common shares in the capital of Hemptown to the Company as a break fee and the Company and Hemptown have released each other from all matters relating to the Transaction and the Termination, including Hemptown's obligation to repay $225,000 loaned to Hemptown by Spectre (with a corresponding release of Spectre's security respecting the loan) and $16,934 owed by Hemptown to Spectre arising from expenses paid by Spectre on Hemptown's behalf.

The Company is in the process of seeking approval from the Exchange for the resumption of trading of the Company's common shares. In addition, the Company is continuing to evaluate and review alternative acquisition opportunities with a view to completing its Qualifying Transaction. Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accept responsibility for the adequacy or accuracy of this news release.

About Spectre

Spectre is a capital pool company governed by the policies of the Exchange. Spectre's principal business is the identification and evaluation of assets or businesses with a view to completing a Transaction.

About Hemptown

Hemptown is a diversified cannabinoid company delivering a wide product offering across the value chain, and in multiple sales channels, to meet the growing global demand for cannabinoid-based products. State-of-the-art cultivation in Oregon's Rogue Valley, FDA-licensed and cGMP certified product manufacturing, and a strong leadership team with Fortune 500 experience are the pillars for Hemptown's growth model as it pushes into the consumer-packaged goods sectors with top quality white label and branded product lines for the consumer market. For more information, visit www.hemptownusa.com.

For further information, please contact:

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

This news release contains statements that are "forward-looking information" as defined under Canadian securities laws ("forward-looking statements"). These forward-looking statements are often identified by words such as "intends", "anticipates", "expects", "believes", "plans", "likely", or similar words. Specifically, this news release includes forward-looking statements regarding the Termination, the Company being in the process of seeking approval from the Exchange for the resumption of trading of the Company's common shares and the Company continuing to evaluate and review alternative acquisition opportunities with a view to completing its Qualifying Transaction. The forward-looking statements reflect the Company management's expectations, estimates, or projections concerning future results or events, based on the opinions, assumptions and estimates considered reasonable by management at the date the statements are made. Although the Company believe that the expectations reflected in the forward-looking statements are reasonable, forward-looking statements involve risks and uncertainties, and undue reliance should not be placed on forward-looking statements, as unknown or unpredictable factors could cause actual results to be materially different from those reflected in the forward-looking statements. Among the key factors that could cause actual results to differ materially: whether the Company is able to obtain all necessary regulatory approvals for the Termination. The forward-looking statements may be affected by risks and uncertainties in the business of Spectre, including those described in Spectre's amended and restated final prospectus dated February 12, 2020, filed with the British Columbia Securities Commission, the Alberta Securities Commission and the Financial and Consumer Affairs Authority of Saskatchewan and available on www.sedar.com.

Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.

SOURCE: Spectre Capital Corp.



View source version on accesswire.com:
https://www.accesswire.com/694754/Spectre-Announces-Termination-of-Proposed-Qualifying-Transaction