TORONTO, Jan. 30, 2020 (GLOBE NEWSWIRE) -- On January 28, 2020, Starling Brands Inc. (the “Acquiror”) acquired 10,000,000 common shares (the “Common Shares”) of HTC Purenergy Inc. (the “Issuer”) and securities convertible into an additional 5,000,000 Common Shares pursuant to the sale to the Issuer of all of the issued and outstanding shares of Kase Farma Inc. (“Kase Farma”), its subsidiary (the “Transaction”).
The purchase price for the shares of Kase Farma pursuant to the Transaction was satisfied by the Issuer through the payment to the Acquiror of US$900,000 (C$1,187,640) in cash, and the issuance to the Acquiror of 8,000,000 units of HTC (“Units”) and 2,000,000 bonus units of HTC (“Bonus Units”). Each Unit consisted of one Common Share and one-half of one warrant (each whole such warrant, a “Warrant”) exercisable to acquire one Common Share for C$0.70 until January 27, 2023. Each Bonus Unit consisted of one Common Share and one-half of one warrant (each whole such warrant, a “Bonus Warrant”) exercisable to acquire one Common Share for C$1.00 until January 27, 2023. Each Unit and Bonus Unit was issued at a deemed issue price of C$0.40, and the aggregate deemed issue price of all such Units and Bonus Units was C$4,000,000.
Immediately before the completion of the Transaction, the Acquiror did not have beneficial ownership of, or control and direction over, any securities of the Issuer. Immediately following the Transaction, the Acquiror has beneficial ownership of, and control and direction over, 15,000,000 Common Shares (including Common Shares underlying the Warrants and Bonus Warrants), representing 13.4% of the outstanding Common Shares on a partially-diluted basis, assuming exercise of the Warrants and Bonus Warrants, an increase of 13.4%.
The Units and Bonus Units were acquired in partial satisfaction of the purchase price for the Kase Farma pursuant to the Transaction. The Acquiror 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.