Spectre Provides Update on Proposed Qualifying Transaction


VANCOUVER, BC / ACCESSWIRE / October 15, 2021 / Spectre Capital Corp. (TSXV:SOO.P) (the “Company” or “Spectre“), a capital pool company listed on the TSX Venture Exchange (the “Exchange“), is providing an update, further to its news releases of September 9, 2020, October 2, 2020, October 13, 2020, March 23, 2021 and May 27, 2021 on its proposed acquisition of Hemptown Organics Corp. (“Hemptown“), a privately held British Columbia company (the “Transaction“). The Transaction, once complete, is expected to result in the reverse takeover of Spectre (thereafter, referred to as the “Resulting Issuer“) and will constitute Spectre’s Qualifying Transaction under Policy 2.4 – Capital Pool Companies of the Exchange (the “CPC Policy“).

The Company and Hemptown continue to work towards a definitive agreement respecting the Transaction. Hemptown is currently in the process of completing its audited financials for the required reporting periods, while working through the definitive agreement and preparation of the required disclosure to complete the Transaction.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction 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 Transaction, any information released or received with respect to the Transaction 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 Transaction and has neither approved nor disapproved the contents of this press 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 potential Transaction, the negotiation of a definitive agreement for the Transaction, the preparation of required audits and disclosure for the Transaction and the timing for those events. The forward-looking statements reflect the Company and Hemptown’s respective 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 and Hemptown 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 parties are successful in negotiating and entering a definitive agreement for the Transaction, whether they are able to obtain all necessary regulatory approvals for the Transaction and whether they are able to satisfy the listing conditions for the listing of the common shares of the Resulting Issuer on the Exchange; whether they are able to complete any necessary financing; and whether they are able to obtain all shareholder and third party consents necessary to complete the Transaction. 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.

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