HTC Purenergy Inc. (TSXV:HTC) entered into a share purchase agreement to acquire KF Hemp Corp. from 102047601 Saskatchewan Ltd. and others for approximately CAD 20 million on May 15, 2020. The consideration includes the issuance of HTC common voting shares at a maximum value of CAD 9 million, not to exceed 95 million HTC shares and transfer of all the issued and outstanding shares of Maxx Group of Companies Corp. The share price of the HTC Shares to be issued to the KF Hemp shareholders, will be determined on a 20-day volume-weighted average price, calculated on the 20 days immediately preceding the execution of the agreement. HTC Shares will be subject to a 12-month Corporation imposed, pooling agreement, with the HTC Shares to be released in 3 equal tranches, each 4 months apart, calculated from the date of closing of the share purchase agreement. Prior to the closing of the transaction, HTC Extraction which owns 78% of Maxx Group, will acquire the remaining 22% of the issued and outstanding shares of Maxx Group at fair market value, in order that Maxx will be a wholly owned subsidiary of HTC Extraction. Upon completion of the acquisition, KF Hemp will be a wholly owned subsidiary of HTC Extraction. The acquisition is conditional upon TSX Venture Exchange Inc. and HTC shareholders’ approval. In 2019, HTC Extraction appointed a special independent committee, comprised exclusively of Directors independent of management of HTC Extraction for the purpose of, among other things, reviewing and assessing strategic alternatives. The Independent Committee appointed an independent third-party valuator to perform a comprehensive formal valuation as required under Multilateral Instrument 61-101, of KF Hemp. As of May 28, 2020, HTC shareholders approved the merger. The Independent Advisor, based on the Valuation and considering the terms of the share purchase agreement, provided a fairness opinion of the transaction. As of July 3, 2020, TSX Venture Exchange Inc. has accepted for filing documentation a share purchase agreement dated May 15, 2020, between KF Hemp Corp. and HTC Purenergy. HTC Purenergy Inc. (TSXV:HTC) completed the acquisition of KF Hemp Corp. from 102047601 Saskatchewan Ltd. and others on June 30, 2020. The transaction was subject to the approval of the special committee which was duly received with 99.9% in favor of the transaction.