HTC Announces Sale of California-Based Hemp Extraction Assets and Option to Acquire Stake in Starling Brands

REGINA, Saskatchewan – The press wire – December 31, 2021 – HTC Purenergy Inc. o / a HTC extraction systems (also “Society” and or “HTC“) (HTC: TSX-V) (OTCQB: HTPRF) announces that it has entered into an asset sale and purchase agreement (“APA“) with Starling Brands Inc. (“Starling marks“) under which Starling Brands will acquire certain assets (the”Assets transferred“) used in HTC’s CBD extraction business in California for the aggregate purchase price (“Purchase price“) of $ 5,000,000 (the”Transaction“).

The purchase price is payable by payment of $ 5,000,000 in cash or, at HTC’s option, by issuance of 5,000,000 Class A common shares (“Optional actions“) of Starling Brands at a deemed price of C $ 1.00 per option share (the”Option“), provided that HTC exercises the option upon delisting of its ordinary shares by HTC (“HTC Actions“) Of the TSX Venture Exchange (the”TSXV“) and the transition to the Canadian Securities Exchange (the”CST“).

The Company has submitted an initial request to the CSE to list the HTC shares on listing and plans to request the TSXV to voluntarily remove the HTC shares from the listing 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.

Starling Brands is a leading extractor and formulator of medical, wellness and recreational cannabis products in California. Powered by a group of passionate specialists, they are determined to champion the untapped benefits of cannabis.

Kase Manufacturing Inc. (“Kase manufacturing“), based in Ceres, Calif., and a wholly owned subsidiary of Starling Brands, is driven by quality, integrity and innovation, managed by a team of world-class experts with over 50 years of combined experience, and will incorporate that experience to help accelerate the growth and success of Starling Brands. Kase Manufacturing is one of the first approved volatile and non-volatile cannabinoid extraction manufacturing laboratories in the State of California. Kase Manufacturing uses the highest quality extraction and refining equipment and laboratory tools available today, and is operated by an award-winning team of extractors and formulators, who consistently produce the best cannabinoid oils, distillates and High terpene extracts sold under their own brands and white label for other major Californian brands.

Kase Manufacturing, under Starling Brands, is licensed to operate in the extraction, refining, formulation and distribution of cannabis in the State of California. HTC previously entered into an Intellectual Property Licensing Agreement with Starling Brands which enables a technology transfer whereby the intellectual property and technology licensed under this agreement are used and deployed at HTC’s Canadian facilities.

The combination of the expertise and leadership of Mike Reynolds, co-founder of Starling Brands, and Drew Ford, Scientific Director, who is a highly regarded expert in the world of cannabinoid extraction, formulation and refining .

Mike Reynolds, co-founder of Starling Brands, has spent the past 10 years building political, business and community alliances in the towns of Ceres and Modesto, California. Her involvement with cannabinoids began after her son, Kase, was diagnosed with epilepsy at the age of four months. Mike then formed a partnership with Jason David, whose son also suffered from epilepsy, which further fueled the development and success of Jayden’s Juice, a cannabinoid-rich tincture made by Kase Manufacturing. Reynolds led the planning, design, construction, licensing and staffing of Kase Manufacturing. His relationship with the city of Ceres and his experience as the parent of a child whose life has been transformed by medicinal cannabinoids are invaluable to the success of their business.

Drew Ford previously worked as a chemical engineer in the reverse osmosis desalination industry, working in research and development and chemical purification before moving to the cannabinoid space. Drew’s experience and passion for chemical purification and refinement brought him into the cannabinoid market. He was a key member of the team that developed the first vacuum distillation process equipment for cannabinoid oil and optimized and redefined the standard for “potency” and “efficiency”. Many of the planed film refining systems offered by equipment OEMs today have dedicated Drew’s significant experience in improving vacuum distillation products. His hands-on experience as a pioneering cannabinoid product developer gives him the foresight that will enable him to guide Starling Brands to adapt quickly to changes in the cannabis market.

“On behalf of HTC, we are extremely pleased to become a shareholder of Starling Brands and in so doing, participate in the vision and execution of Starling Brands as a global leader in the science and production of extractions and The highest quality cannabinoid formulations. said Lionel Kambeitz, CEO of HTC. “The benefits to be provided to the global community are consistent with the irreversible momentum of changing perceptions and acceptance of the most useful and beneficial plant on the planet.”

“The acquisition of this equipment allows Starling Brands to expand our ability to become one of the largest distillate manufacturers in California, while continuing to increase our production of the highest quality packaged cannabis consumer products,” said Drew Ford, scientific director. by Starling Brands. “The opportunity to scale quickly is beneficial to our growth and creates immediate value for our shareholders, and we are delighted that HTC shares this vision and becomes a shareholder of Starling. ”

Starling Brands and HTC are not affiliated with and are not considered to be at arm’s length parties. The Transaction remains subject to customary closing conditions and is expected to close on December 31, 2021.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATORY SERVICE PROVIDER (AS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE COMMUNICATION.

For more information, contact:

Jeffrey Allison,

HTC extraction systems Tel. : 306-352-6132

E-mail: [email protected]

The developments of the company HTC can be followed on www.htcextraction.com and trades 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 laws. These forward-looking statements include, without limitation, forecasts, estimates, expectations and targets for future operations that are subject to several 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 to”. “,” Estimates “,” projects “,” potential “and similar expressions, or that events or conditions” will “,” would “,” could “,” could “or” should “occur or be achieved. This press release contains forward-looking statements regarding, among other things, the timing and ability, timing and ability of Starling to successfully complete its financing, list its securities on a stock exchange in Canada.

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.

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).


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