Sceptre Ventures Inc. and 1490660 B.C. Ltd. have entered into a non-binding letter of intent dated October 8, 2026, outlining a proposed reverse takeover of Sceptre by 1490660. The transaction is intended to serve as Sceptre’s Qualifying Transaction under the TSX Venture Exchange’s Capital Pool Company policy, but it remains subject to a definitive agreement, regulatory approvals, due diligence and other closing requirements.
#Proposed transaction structure
Under the proposed arrangement, Sceptre would acquire all outstanding securities of 1490660. Holders of 1490660 common shares would receive Sceptre common shares on a 1 for 1 basis, while the outstanding 1490660 warrants would be replaced with Sceptre warrants using the same exchange ratio.
The parties intend to negotiate and sign a definitive agreement on or before November 30, 2026. The final structure could take the form of a three-cornered amalgamation, a plan of arrangement or another structure selected after advice from the parties’ advisers and consideration of securities, tax, operating and other matters.
Assuming the transaction and the concurrent financing are completed, approximately 26,001,753 Sceptre Shares are expected to be issued and outstanding. Up to approximately 21,000,000 Sceptre Warrants are also expected to be outstanding, including securities issued through the financing.
On an undiluted basis, former 1490660 shareholders are expected to hold approximately 65.38% of the Resulting Issuer Shares. Financing placees are expected to hold approximately 23.08%, while former Sceptre shareholders are expected to hold approximately 11.54%.
Some Sceptre shares issued through the transaction are expected to face resale restrictions or escrow under TSXV policies. Securities issued to Principals, as defined under TSXV Policy 1.1, will be subject to the exchange’s escrow requirements.
#Properties in Saskatchewan
1490660 is a privately held Canadian mineral exploration company incorporated in British Columbia on July 4, 2024. It owns the Black Birch Property and the Rifle Property in Saskatchewan.
The Black Birch Property comprises two mineral dispositions covering approximately 10,315 ha in northcentral Saskatchewan. Under an acquisition agreement dated for reference February 23, 2026, 1490660 acquired a 100% undivided interest for CDN $280,000, 1,100,000 149 Shares and a 2.0% net smelter returns royalty. One half of that royalty, equal to 1.0%, may be repurchased within five (5) years for CDN $2,500,000.
The Rifle Property is located about 10 km east of Black Birch and consists of nine mineral dispositions covering approximately 17,594 ha. Under an acquisition agreement dated for reference April 7 2026, 1490660 acquired a 100% undivided interest for CDN $20,000, 1,000,000 149 Shares and a 2.0% net smelter returns royalty. One half of the royalty, equal to 1.0%, may be repurchased within five (5) years for CDN $2,500,000.
Historical work at Black Birch identified electromagnetic conductors, radiometric anomalies and anomalous copper, molybdenum and uranium. A 2024 helicopter-borne electromagnetic and magnetic survey identified a conductive feature in the southeast part of the property. A report summarising the survey results suggested that the property may contain conditions associated with a structurally controlled, basement-hosted uranium deposit.
Historical exploration at Rifle identified electromagnetic conductors and radiometric anomalies. A 2014 prospecting programme recorded surface outcrops measuring up to 700 cps using a hand-held scintillometer. A nearby lake also contained a uranium-in-lake-sediment anomaly of 47.3 ppm U.
The technical information concerning Black Birch was reviewed by Darren Slugoski, P.Geo., a qualified person under NI 43-101. His review covered historical reports and did not independently confirm the original sampling or analytical results.
#Concurrent financing
Sceptre intends to conduct a concurrent offering of up to 6,000,000 Units at $0.50 per Unit for gross proceeds of up to $3,000,000. Each Unit would contain one Sceptre Share and one Sceptre Warrant.
Each warrant would allow its holder to acquire one additional Sceptre Share at $0.75 per share for two (2) years from the date of issuance. The expected net proceeds would be directed toward exploration and advancement of the properties, transaction and listing costs, and working capital for the Resulting Issuer.
No finder’s fees or commissions have been paid or are expected to be paid in connection with either the proposed transaction or the concurrent financing. Apart from the financing, the LOI transactions or written consent from the other party, neither company will issue shares or securities convertible into or exercisable for shares before the proposed transaction closes.
#Proposed name, listing and trading halt
The Resulting Issuer is expected to continue 1490660’s business under the name “Evolution Uranium Corp.” Its initial activities would focus on exploration and advancement of the Black Birch and Rifle properties, followed over time by the identification, evaluation and acquisition of additional critical-mineral opportunities in Canada.
Subject to completion, the Resulting Issuer is anticipated to be listed as a Tier 2 mining issuer on the TSXV, with 1490660 as its primary operating subsidiary. Sceptre’s current shares are listed on the NEX board of the TSXV under TSXV:SVP.H and NEX:SVP.H.
Trading in Sceptre’s common shares has been halted under the Capital Pool Company policy and is anticipated to remain halted until the proposed transaction is completed.
#Conditions and governance
Closing depends on the negotiation and execution of the definitive agreement, the absence of material adverse changes affecting either party, required consents and orders, regulatory and shareholder approvals, conditional TSXV approval, completion of the name change and concurrent financing, and completion and filing of a NI 43-101-compliant technical report acceptable to the TSXV.
Each party must also complete satisfactory due diligence on the other. The transaction carries other standard closing conditions, and further terms apply. Exchange acceptance is required and, where applicable under exchange requirements, majority-of-the-minority shareholder approval may also be required. The parties stated that there is no assurance that all approvals will be obtained or that the closing conditions will be satisfied.
The proposed board and management of the Resulting Issuer are expected to comprise Sceptre’s current team: Kevin Bottomley as chief executive officer and director; Jody Bellefleur as chief financial officer and director; and Alicia Milne, Michael Hodge and Frances Petryshen as independent directors.
Sceptre plans to file a filing statement on SEDAR+ containing information about the proposed transaction, 1490660, the financing and the Resulting Issuer. A later release is expected to provide additional details on the transaction structure, proposed directors and insiders, and the financing.
#Key Takeaways
- Sceptre Ventures and 1490660 B.C. Ltd. have signed a non-binding LOI for a proposed reverse takeover.
- The transaction involves the Black Birch and Rifle mineral properties in Saskatchewan and is intended to create a Tier 2 mining issuer on the TSXV.
- Sceptre intends to raise up to $3,000,000 through an offering of up to 6,000,000 Units at $0.50 per Unit.
- Completion remains subject to a definitive agreement, regulatory and exchange approvals, due diligence, a technical report, the financing and other conditions.
- Sceptre’s shares are expected to remain halted until completion of the proposed transaction.
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