(TheNewswire)
January 28, 2021– TheNewswire - Regina, Saskatchewan — HTC Extraction Systems (“ HTC ”) (TSXV:HTC) (OTC:HTPRF) is pleased toannounce that, further to its news release dated January 4, 2021, HTChas completed the sale of HTC’s assets (the “ Asset Sale ”)comprising HTC’s existing clean energy business (the “ Clean Energy Assets ”) to its newly incorporated subsidiary, Delta CleanTechInc. (“ Delta ”) for an aggregate purchase price of $4,000,000 (the“ Purchase Price ”) pursuant to an asset purchase agreement dated January27, 2021 between HTC and Delta.
The Clean Energy Assets consist of all of theintellectual property and certain contractual agreements for theoperation of HTC’s CO 2 capture systems and reclaimer systems. HTC will continue to holdassets, and will continue to operate the business, associated with itshemp segment.
The Purchase Price was paid by the issuance of20,000,000 common shares (the “ Consideration Shares ”) of the Delta(“ Delta Shares ”) at a price of $0.20 per Delta Share. The ConsiderationShares are subject to a pooling arrangement with a release scheduleover a period of 24 months whereby 10% of the Consideration Shareswill be released upon the listing of the Delta Shares on a recognizedstock exchange in Canada (the “ Liquidity Event ”), 10% of the ConsiderationShares are released every three months following the date of theLiquidity Event, and the final 20% of the Consideration Shares arereleased 24 months following the date of the Liquidity Event. TheAsset Sale was conditional upon, among other things, the closing ofthe Financing (as described below). No finder’s fees were payable inconnection with the Asset Sale.
On January 27, 2021, immediately following the closingof the Asset Sale, Delta completed the first tranche of a non-brokeredprivate placement (the “ Financing ” and together with the Asset Sale,the “ Transactions ”) of 36,200,000 units of Delta(“ Units ”) at a price of $0.20 per Unit to purchasers in BritishColumbia, Alberta, Ontario and Cayman Islands for gross proceeds of$7,240,000. Delta expects to close on January 29, 2021 a secondtranche (the “ SecondTranche ”) of the Financing consisting of2,150,000 Units for gross proceeds of $430,000. Each Unit is comprisedof one Delta Share and one-half of a common share purchase warrantwhereby each whole warrant will be exercisable to purchase oneadditional Delta Share at an exercise price of $0.50 for a period of48 months. The Delta Shares issued under the Financing are subject toa pooling arrangement with a release schedule over a period of 12months whereby 20% of the Delta Shares will be released upon theLiquidity Event and 20% of the Delta Shares are released every threemonths following the date of the Liquidity Event. As a condition tothe Financing, Delta agreed to make commercially reasonable efforts tocomplete the Liquidity Event within six months of the closing of theFinancing. Mr. Lionel Kambeitz, Chief Executive Officer and Chairmanof HTC, participated in the Financing by purchasing 1,500,000 Unitsfor gross proceeds of $300,000. Following the closing of the Financingin full (including the Second Tranche), Mr. Kambeitz will hold 2.6% ofthe Delta Shares on an undiluted basis (2.9% of the Delta Shares on afully diluted basis).
Following the closing of the Transactions in full(including the Second Tranche), HTC will hold 34.3% of the DeltaShares on an undiluted basis (25.8% of the Delta Shares on a fullydiluted basis).
In consideration of their assistance with the Financing(including the Second Tranche), Delta has agreed to pay to certainfinders cash fees totaling $279,750 and warrants entitling finders to1,398,750 Delta Shares at an exercise price of $0.20 per Delta Sharefor a period of 48 months.
The Transactions constitute a “reviewabletransaction” pursuant to Policy 5.3 of the TSX Venture Exchange (the“ TSXV ”), and HTC has made an application for the approval of theTransactions to the TSXV.
This news release does not constitute an offer to sellor a solicitation of an offer to buy any of the securities in theUnited States. The securities have not been and will not be registeredunder the United States Securities Act of 1933, as amended (the“ U.S. SecuritiesAct ”) or any state securities laws and may notbe offered or sold within the United States unless registered underthe U.S. Securities Act and applicable state securities laws or anexemption from such registration is available.
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 more information contact:
Jeff Allison
Phone: 306-525-5130
E-mail: jallison@deltacleantech.ca
This press release contains “forward-lookingstatements” or “forward-looking information” (collectivelyreferred to herein as “forward-looking statements”) within themeaning of applicable securities legislation. Such forward-lookingstatements include, without limitation, forecasts, estimates,expectations, and objectives for future operations that are subject toseveral assumptions, risks, and uncertainties, many of which arebeyond the control of HTC. Forward-looking statements are statementsthat are not historical facts 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”, “may”, “could” or “should” occuror be achieved. This press release contains forward-looking statementspertaining to, among other things, the timing and ability of HTC toobtain approval of the TSXV in respect of the Transactions, theability of Delta to successfully complete a Liquidity Event, thetiming and ability of Delta to complete the Second Tranche and thecompletion of any ancillary steps to the Transactions on the expectedterms.
Forward-looking information is based on currentexpectations, estimates and projections that involve a number ofrisks, 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 the material factors,expectations and assumptions expressed in such forward- lookingstatements are reasonable based on information available to it on thedate such statements were made, no assurances can be given as tofuture results, levels of activity and achievements and suchstatements are not guarantees of future performance.
HTC Purenergy Inc. (OTCQB:HTPRF) trades on the OTCQBVenture Market for early stage and developing U.S. and internationalcompanies. Companies are current in their reporting and undergo anannual verification and management certification process. Investorscan find real-time quotes and market information for the company on www.otcmarkets.com.
NOT FOR DISTRIBUTION TO UNITED STATESNEWSWIRE SERVICES OR FOR ?DISSEMINATION IN THE UNITEDSTATES
Copyright (c) 2021 TheNewswire - All rights reserved.