Early Warning Press Release


TORONTO, July 07, 2020 (GLOBE NEWSWIRE) -- Starling Brands Inc. (the “Acquiror”) today announced that, based on information contained in documents publicly filed by HTC Purenergy Inc. (the “Issuer”), the Acquiror’s beneficial ownership of, or control or direction over, common shares in the capital of the Issuer (each a “Common Share”) has decreased below 10% of the issued and outstanding Common Shares on a partially-diluted basis. Accordingly, following the filing of the Early Warning Report (as defined below) the Acquiror will no longer file early warning or insider reports in respect of the Acquiror’s ownership of the Issuer’s securities, except as may be required by applicable law. As announced in a press release issued by the Issuer dated July 6, 2020, the Issuer issued 95,000,000 Common Shares in connection with the Issuer’s acquisition of all of the issued and outstanding shares of KF Hemp Corp. (the “Transaction”). The Acquiror was not a party to the Transaction and did not acquire or dispose of any securities of the Issuer in connection with the Issuer’s acquisition of the shares of KF Hemp Corp. 

Prior to the closing of the Transaction, the Acquiror had beneficial ownership and control of 10,000,000 Common Shares and 5,000,000 Common Share purchase warrants (each a “Warrant”), representing approximately 13.4% of the issued and outstanding Common Shares on a partially-diluted basis, assuming exercise of the Warrants. Following the closing of the Transaction, the Acquiror continued to have ownership and control of 10,000,000 Common Shares and 5,000,000 Warrants, representing approximately 7.2% of the issued and outstanding Common Shares on a partially-diluted basis, a decrease of approximately 6.2%.

The Acquiror holds the securities of the Issuer for investment purposes and may, from time to time, take such actions in respect of its holdings in securities of the Issuer as it may deem appropriate in light of the circumstances then existing, including (i) acquiring, exercising, converting, exchanging, selling or otherwise disposing of securities of the Issuer, or securities exercisable for, or convertible or exchangeable into, securities of the Issuer, and (ii) developing plans or intentions or taking actions which relate to or would result in one or more of the transactions or matters referred to in paragraphs (a) through (k) of the Early Warning Report (as defined below).

The Acquiror’s head office is located at 100 King Street West, Suite 5600, Toronto, Ontario M5X 1C9.

This press release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which the Issuer is a reporting issuer containing information with respect to the foregoing matters (the "Early Warning Report"). A copy of the Early Warning Report will appear with the Issuer’s filings on the System for Electronic Document Analysis and Retrieval (SEDAR) and may be obtained upon request from Tara Murphy, Manager of Corporate Affairs, Starling Brands Inc., tel. 1 (647) 255-3102. The Issuer’s head office address is located at 002 - 2305 Victoria Avenue, Regina, Saskatchewan S4P 0S7.