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The sale of the building will be at fair market value, estimated at approximately
The Asset Sale Agreement has been approved by an independent board committee comprising of three independent board members of HTC, who has considered the terms of these transactions. In assessing the terms of the Asset Sale Agreement and the exemptions relied upon, the independent board members,
As HTC is a public company, it is subject to Multilateral Instrument 61-101 ("MI 61-101") governing, among other things, transactions between listed issuers and related parties of such issuers. In accordance with MI 61-101, each of the Asset Sale Agreements constitute a "related party transaction" for the purposes of MI 61-101 due to the fact that, HTC will sell an asset to a related party. In accordance with MI 61-101, absent an exemption, MI 61-101 would require HTC to receive a formal valuation of the subject matter and "majority of the minority" shareholder approval to proceed with the Asset Sale Agreements. HTC is relying on the exemptions set forth in Section 5.5(a) of MI 61-101 (as it relates to formal valuations) and the exemption set out in 5.7(1)(a) of MI 61-101 (as it relates to shareholder approval), which exemptions provide that at the time the Asset Sale Agreement was agreed to, neither the fair market value of the asset, nor the fair market value of the consideration for the asset, insofar as it involves interested parties, exceeded 25 percent of HTC’s market capitalization. The Asset Sale Agreement is conditional upon confirmation of value by the independent recognized appraiser.
No finder’s fee is payable relating to the Asset Sale Agreement.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE RELEASE.
For more information contact:
HTC Extraction Systems
Tel: 306‐3526132
E‐mail:jallison@htcenergy.com
HTC corporate developments can be followed onwww.htcextraction.com.
This press release contains "forward-looking statements" or "forward-looking information" (collectively referred tohereinas "forward-lookingstatements")within the meaning ofapplicablesecurities legislation. Such forward- looking statements include, without limitation, forecasts, estimates, expectations and objectives forfutureoperationsthat aresubjectto a number of assumptions, risks anduncertainties,many of which are beyond the control of HTC. Forward-lookingstatementsarestatementsthat are not historical facts and are generally, but not always, identified by thewords"expects","plans","anticipates","believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur or be achieved. This press release contains forward-looking statements pertaining to, among other things, the timing and ability of the Corporation to close the Asset Sale Agreement, if at all and the timing.
Forward-looking information is based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and, in some instances, to differ materially from those anticipated by HTC anddescribedin the forward-lookinginformationcontained in this press release.
Although HTC believes that the material factors, expectations andassumptionsexpressed insuchforward- looking statements are reasonable based on information available to it on the date such statements were made, no assurances can be given as to future results, levels of activity and achievements and such statements are not guarantees of future performance.
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