(TheNewswire)
REGINA, Saskatchewan - TheNewswire – December 31, 2021 – HTC Purenergy Inc.o/a HTCExtraction Systems (also the " Company " and/or " HTC ") (HTC:TSX-V) (OTCQB: HTPRF) announces that it has entered into anasset sale and purchase agreement (“ APA ”) with Starling Brands Inc. (“ Starling Brands ”) pursuant towhich Starling Brands will acquire certain assets (the “ Transferred Assets ”) used inHTC’s California-based CBD extraction business for the aggregatepurchase price (“ PurchasePrice ”) of $5,000,000 (the " Transaction ").
The Purchase Price is payable by the payment of $5,000,000 in cash or,at the option of HTC, the issuance of 5,000,0000 Class A commonshares (“ Option Shares ”)of Starling Brands at a deemed price of Cdn$1.00 per Option Share (the“ Option ”), provided thatHTC shall exercise the Option upon HTC delisting its common shares(“ HTC Shares ”) from theTSX Venture Exchange (the “ TSXV ”) and transition to the Canadian Securities Exchange(the “ CSE ”).
The Company has submitted an initial application to the CSE to listthe HTC Shares, and expects to request that the TSXV voluntarilydelist the HTC Shares upon the commencement of trading on the CSE. Atthis time, the CSE has not yet reviewed the listing statement of HTCin connection with its application for a listing on the CSE. It isexpected that the listing of the HTC Shares on the CSE will becompleted in the first quarter of 2022.
Starling Brands is one of the leading extractors and formulators ofmedical, wellness and recreational cannabis products in California.Powered by a passionate group of specialists, they are determined tochampion the untapped benefits of cannabis.
Kase Manufacturing Inc. (" KaseManufacturing "), based in Ceres, California, and awholly-owned subsidiary of Starling Brands, is driven by quality,integrity and innovation, managed by a world-class team of expertswith over 50 years of combined experience, and will integrate thisexperience to help accelerate the growth and success of StarlingBrands. Kase Manufacturing is one of the first volatile andnon-volatile cannabinoid extraction manufacturing labs approved in theState of California. Kase Manufacturing utilizes the highest-qualityextraction and refining equipment and laboratory tools available todayand is operated by an award-winning team of extractors andformulators, who consistently produce industry best cannabinoid oils,distillate and high terpene extracts sold under their own brands andwhite labeled for other leading California brands.
Kase Manufacturing, under Starling Brands, is licensed to operate inthe areas of cannabis extraction, refining, formulation anddistribution in the State of California. HTC previously enter into anintellectual property licensing agreement with Starling Brands that allows for a technology transfer whereby intellectual property andtechnology licensed under this agreement is utilized and deployed inHTC’s Canadian facility.
An intrinsic part contributing to the success of both Starling Brandsand Kase Manufacturing, is the combination of the expertise andleadership of Mike Reynolds, co-founder of Starling Brands, and DrewFord, Chief Science Officer, who is a highly regarded expert in thecannabinoid extraction, formulation and refining world.
Mike Reynolds, co-founder of Starling Brands, has spent the last 10years building political, business and community alliances in thecities of Ceres and Modesto, California. His involvement incannabinoids began after his son, Kase, was diagnosed with epilepsy atthe age of four months. Mike then formed a partnership with JasonDavid whose son also suffered from epilepsy, which gave a new impetusto the development and success of the Jayden's Juice product, acannabinoid-rich tincture, manufactured by Kase Manufacturing.Reynolds directed the planning, design, construction, licensing, andstaffing of Kase Manufacturing. His relationship with the City ofCeres and experience as a parent of a child whose life was transformedby medicinal cannabinoids are invaluable to their companies’success.
Drew Ford has previously worked as a chemical engineer in the reverseosmosis desalination industry, working in research and development andchemical purification before making the switch to the cannabinoidspace. Drew's experience and passion for chemical purification andrefinement brought him to the cannabinoid market. He was a key memberof the team that developed the first vacuum distillation processequipment for cannabinoid oil and has optimized and redefined thestandard of "potency" and “efficacy.” Many of the wipedfilm refining systems today being offered by equipment OEMs enshrinedDrew's significant experience in vacuum distillation productenhancement. His hands-on experience as a pioneering developer ofcannabinoid products gives him the foresight that will allow him toguide Starling Brands to adapt quickly to changes in the cannabismarketplace.
“On behalf of HTC, we are extremely excited to become an equityowner in Starling Brands, and in so doing participating in StarlingBrands’ vision and execution as a global leader in the science andproduction of the highest quality cannabinoid extractions andformulations,” Lionel Kambeitz, Chairman and CEO of HTC said. “Thebenefits that will be provided to the global community are consistentwith the irreversible momentum of changing perceptions and acceptanceof the planet’s most useful and beneficial plant.”
“The acquisition of this equipment allows Starling Brands to expandour capacity in becoming one of the largest manufacturers ofdistillate in California, while continuing to scale our production ofbest-in-class packaged cannabis consumer goods,” said Drew Ford,Chief Science Officer of Starling Brands. “The opportunity to scalequickly is beneficial to our growth and creates immediate value forour shareholders, and we are excited that HTC shares this vision andwill become shareholders of Starling.”
Starling Brands and HTC are not affiliated, and are not considered tobe a non-arm’s length party. The Transaction remains subject tocustomary closing conditions, and is expected to complete on December31, 2021.
NEITHER THE TSX VENTURE EXCHANGE NORITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THEPOLICIES OF THE TSX VENTURE EXCHANGE ACCEPTS RESPONSIBILITY FOR THEADEQUACY OR ACCURACY OF THE RELEASE.
For moreinformation contact:
Jeffrey Allison,
HTC Extraction Systems Tel:306?352-6132
E?mail: lpk@htcextraction.com
HTC corporate developments can befollowed on www.htcextraction.com and is 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. Suchforward-looking statements include, without limitation, forecasts,estimates, expectations, and objectives for future operations that aresubject to several assumptions, risks, and uncertainties, many ofwhich are beyond the control of HTC. Forward-looking statements arestatements that are not historical facts and are generally, but notalways, identified by the words “expects”, “plans”,“anticipates”, “believes”, “intends”, “estimates”,“projects”, “potential” and similar expressions, or thatevents or conditions “will”, “would”, “may”, “could”or “should” occur or be achieved. This press release containsforward-looking statements pertaining to, among other things, thetiming and ability Starling’s timing and ability to successfullyclose its financing, list its securities on an exchange inCanada.
Forward-looking information is basedon current expectations, estimates and projections that involve anumber of risks, which could cause actual results to vary and, in someinstances, to differ materially from those anticipated by HTC anddescribed in the forward-looking information contained in this pressrelease.
Although HTC believes that thematerial factors, expectations and assumptions expressed in suchforward- looking statements are reasonable based on informationavailable to it on the date such statements were made, no assurancescan be given as to future results, levels of activity and achievementsand such statements are not guarantees of future performance.
HTC Purenergy Inc. (OTCQB:HTPRF)trades on the OTCQB Venture market for early stage and developing U.S.and international companies. Companies are current in their reportingand undergo an annual verification and management certificationprocess. Investors can find real-time quotes and market informationfor the company on www.otcmarkets.com. (links to:http://www.otcmarkets.com/stock/htprf/quote).
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