January 4, 2021 – TheNewswire - Regina, Saskatchewan — HTC Purenergy Inc. (dba HTC Extraction Systems) (“HTC”) (TSXV:HTC) (OTC:HTPRF) is pleased to announce that its board of directors has approved, in principle, a strategic reorganization of HTC’s assets (the “Spin-Out”) pursuant to which HTC would spin off its existing energy clean tech business and assets (“Clean Energy Division”) into a newly incorporated subsidiary, Delta CleanTech Inc. (“Delta”). Upon completion of the Spin-out, HTCs’ asset base and operations will consist of its hemp Business Unit, which includes the production contracting of broad acre industrial hemp for: BioFibre utilized in BioPlastics, BioTextiles/Composites, and BioCellulose, as well as Hemp Seed Protein and Hemp Seed Oil, and Cannabinoid Extraction.
In connection with the Spin-Out, Delta intends to complete a non-brokered private placement (the “Financing”) for a maximum of 30,000,000 units of Delta (“Units”) at a price of $0.20 per Unit for gross proceeds of up to $6,000,000. Each Unit will be comprised of one common share of Delta (each a “Delta Share”) and one-half of a common share purchase warrant whereby each whole warrant will be exercisable to purchase one additional Delta Share at an exercise price of $0.50. Delta may, in its discretion, issue up to an additional 4,500,000 Units for additional gross proceeds of up to $900,000.
The proposed Spin-Out will be subject to the terms of an agreement to be entered into between HTC and Delta, approval of the TSX Venture Exchange (the “TSXV”) and all other regulatory and shareholder approvals, as applicable.
Following the Spin-Out, Delta intends to seek a listing of Delta Shares on the TSXV, but no assurance can be provided that such a listing will be completed. Any such listing will be subject to Delta meeting and satisfying all of the requirements of the TSXV.
Further details respecting the Spin-Out will be announced in a future press release of HTC. The particulars of the Spin-Out are not yet final and there is no certainty that the Spin-Out or the Financing will be completed on the terms currently proposed, or at all.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE RELEASE.
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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. Such forward-looking statements include, without limitation, forecasts, estimates, expectations, and objectives for future operations that are subject to several assumptions, risks, and uncertainties, many of which are beyond the control of HTC. Forward-looking statements are statements that 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” occur or be achieved. This press release contains forward-looking statements pertaining to, among other things, the timing and ability of HTC to obtain regulatory and, if required, shareholder approvals in respect of the Spin-Out, the ability of Delta to successfully list its securities on the TSXV or another exchange, the timing and ability of Delta to complete the Financing, the completion of the Spin-Out on the expected terms.
Forward-looking information is based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and, in some instances, to differ materially from those anticipated by HTC and described in the forward-looking information contained in this press release.
Although HTC believes that the material factors, expectations and assumptions expressed in such forward- looking statements are reasonable based on information available to it on the date such statements were made, no assurances can be given as to future results, levels of activity and achievements and 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 reporting and undergo an annual verification and management certification process. Investors can find real-time quotes and market information for the company on www.otcmarkets.com. (links to: http://www.otcmarkets.com/stock/htprf/quote).
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