Pura Valley, LLC & Pura Extractions LLC entered into an agreement to acquire Butte Energy Inc. (TSXV:BEN.H) from Stone's Throw Capital Inc. and others in a reverse merger transaction on November 16, 2018. As per terms, Butte Energy Inc. (“Butte”) will reserve an aggregate of 70 million common shares of Butte for issuance to the members of Pura Valley, LLC & Pura Extractions LLC upon the exercise of the redemption-exchange right and in exchange for all of the issued and outstanding securities of Pura Valley, LLC & Pura Extractions LLC. The consideration shares may be required to be escrowed pursuant to applicable stock exchange requirements. The transaction is being done in conjunction with a 10:1 consolidation of Butte's share capital, a change of Butte's name, a financing, and changes to Butte's management. In conjunction with the Butte consolidation, Butte will change its name from "Butte Energy Inc." to "Pura Cali Group Inc." or such other name as may be selected by the Butte Board of Directors. On completion of the proposed transaction, Butte will carry on the business currently carried on by Pura Valley, LLC & Pura Extractions LLC and the existing Board and management of Butte shall resign. The Board of Directors of Butte shall include Jonathan Lasser. Douglas Meyer, Patrick McEntee and other persons to be determined prior to closing. Lasser shall also serve as the Butte’s President and Chief Executive Officer. Stone's Throw Capital Corp ("STC"), a company controlled by Ron Tremblay, the current Chief Executive Officer, President and a Director of Butte, will be entitled to nominate one Director to the Board. The transaction is subject to the approval of Butte's shareholders, which will be obtained at a general meeting expected to be scheduled for a date in January 2019 (the "Meeting"), negotiation of a definitive agreement, the completion of the Butte financing, Butte shall have received conditional approval for the delisting of its common shares from NEX, for listing of its common shares on the CSE. Stone's Throw Capital Corp ("STC") will vote all of its common shares (representing approximately 95.4%% of the Butte’s issued and outstanding shares) in favor of the proposed transaction and the delisting of the Butte’s shares from NEX, and a support agreement respecting this commitment is expected to be entered into prior to or concurrently with the execution of the definitive agreement. The transaction is expected to close in late January, 2019. As of December 31, 2018, the transaction is expected to close later in 2019. A finder’s fee of 2.3 million shares is payable in connection with the acquisition.