HTC will sell $ 5 million in hemp mining assets to, and receive an option to acquire, a stake in Starling Brands Inc.
Regina, Saskatchewan – The press wire – January 7, 2022 – HTC Purenergy Inc. o / a HTC Extraction Systems (“HTC“or the”Society”) (TSXV: HTC), (OTCQB: HTPRF), (UII: FRA) announced today that following its press release dated December 31, 2021, it has applied for the approval of the TSX Venture Exchange (the “TSXV“) of its sale (the”Transaction“) some of its assets used in its California-based cannabidiol extraction business (collectively, the”Assets“) to Starling Brands Inc. (“Starling“), a privately held company that directs the extraction and formulation of medical, wellness and recreational cannabis products in California, for an aggregate purchase price of $ 5,000,000 (the”Purchase price“), pursuant to an asset sale and purchase agreement dated December 31, 2021 between the Company and Starling (the”Agreement“).
The Assets include certain equipment and inventory of the Company, the full benefit of all warranties and warranty rights against manufacturers or sellers that apply to the Assets, and all other property, assets, rights, interests, rights, benefits and privileges of any kind or nature whatsoever of the Company directly related to the foregoing.
In accordance with the terms and conditions of the Agreement, the Purchase Price is payable upon closing of the Transaction (the “Closing”) In $ 5,000,000 in cash, subject to the Option (as defined herein) granted to the Company. Pursuant to the Agreement, the purchase price may be payable, at the option of the Company, by the issuance of 5,000,000 Class A common shares of Starling (the “Optional actions“) at a deemed price of $ 1.00 per option share (the”Option“). The option will be deemed to have been exercised by the Company and the purchase price will be payable by the issuance of the Option Shares, upon delisting of the Company’s Common Shares from the TSXV or upon approval of delisting. the TSXV.
The Company submitted an initial application to the Canadian Securities Exchange (the “CST“) to register the common shares of HTC (the”HTC Actions”), And expects to ask TSXV to voluntarily delist HTC shares upon commencement of trading on the CSE. At this time, the CSE has not yet reviewed HTC’s registration statement as part of its CSE registration request. The listing of HTC Shares on the CSE is expected to be completed during the first quarter of 2022.
In the event that the purchase price is paid by the issuance of option shares, at closing, the Company will be required to enter into a blocking agreement (the “Blocking agreement“), by virtue of which he undertakes not to sell his optional shares without the consent of Starling, until these optional shares are paid up in accordance with a release schedule which provides for the release of 25% of these optional shares on the date which is 6 months after the date on which the optional shares begin to trade on a Canadian stock exchange (the “Registration date”) And on each of the dates falling 12, 18 and 24 months following the Listing Date. In the event that the optional shares are not listed on a Canadian stock exchange by April 30, 2022, the terms and conditions of the lock-up agreement will terminate.
Completion of the Transaction is subject to a number of conditions, including, but not limited to: receipt of all corporate, regulatory and other approvals necessary to complete the Transaction, including ‘TSXV approval; the completion by Starling of a private placement of its units (in one or more tranches) for a minimum amount of $ 3,000,000; the Company having delivered to Starling a valid and negotiable security for all the Assets; the representations, warranties and commitments of each of the Company and Starling provided under the Agreement being true and correct in all material respects at the Closing; and compliance and performance by each of the Company and Starling of all the terms, commitments and agreements set out in the Agreement on or before closing. There can be no assurance that the Transaction will be completed as offered or not at all.
The transaction constitutes a reviewable transaction in accordance with the policies of the TSXV and the Company has requested approval of the transaction from the TSXV. Further details regarding the Transaction will be included in a material change report which will be filed by the Company after receipt of all necessary approvals in connection with the Transaction, including final approval from the TSX Venture Exchange.
The transaction is subject to the approval of the TSXV.
The Company has requested to voluntarily cease trading of its common shares effective January 4, 2022 in order to allow the Company time to submit a request to the TSX Venture Exchange and provide additional information regarding the Transaction. The Company expects that the trading halt will be lifted and the Company’s common shares will continue to trade when the market opens on January 10, 2022.
United States Disclaimer
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act“) or any state securities law and may not be offered or sold in the United States or to US Persons (as that term is defined in Regulation S under the US Securities Act) unless It is not registered under the US Securities Act and laws or an exemption from such registration is available.
NEITHER THE TSXV NOR ITS REGULATORY SERVICE PROVIDER (AS DEFINED IN THE POLICIES OF THE TSXV ACCEPTS RESPONSIBILITY FOR THE SUITABILITY OR ACCURACY OF THE BROADCAST USE.
For more information, contact:
HTC extraction systems
E–to post: [email protected]
The developments of the HTC business can be followed at www.htcextraction.com and are traded under the symbol HTC
This press release contains “forward-looking statements” or “forward-looking information” (collectively referred to herein as “forward-looking statements“) within the meaning of applicable securities legislation. These forward-looking statements include, without limitation, forecasts, estimates, expectations and targets for future transactions which are subject to a number of assumptions, risks and uncertainties, many of which are beyond HTC’s control. Forward-looking statements are statements which are not historical fact and are generally, but not always, identified by the words “expects”, ” plans “,” anticipates “,” believes “,” intends “,” estimates “,” projects “,” potential “and similar expressions, or that events or conditions” will “,” would be “,” could “,” could “or” should “occur or be achieved. This press release contains forward-looking statements relating to, among other things, the receipt of all necessary approvals in connection with the Transaction, including: approval final of the Tr shares on the TSX Venture Exchange; the timing and ability of the Company to close the Transaction, if applicable; and Étourneau’s timing and ability to list optional shares on a Canadian stock exchange, if any.
Forward-looking information is based on current expectations, estimates and projections which involve a number of risks, which could cause actual results to vary and, in some cases, differ materially from those anticipated by HTC and described in the forward-looking information contained herein. Press release.
Although HTC believes that the important factors, expectations and assumptions expressed in these forward-looking statements are reasonable based on information available to it at the date on which these statements were made, no assurance can be given as to the results, levels of performance. future activity and achievements and these statements are not guarantees of future performance.
The forward-looking statements contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. HTC disclaims any intention and has no obligation or liability, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
HTC Purenergy Inc. (OTCQB: HTPRF) trades in the OTCQB Venture Market for US and international start-ups and development companies. Companies are up-to-date in their reports and undergo an annual management audit and certification process. Investors can find real-time quotes and market information for the company at www.otcmarkets.com.
(links to: http://www.otcmarkets.com/stock/htprf/quote)
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISTRIBUTION IN THE UNITED STATES