Starling Brands, Inc. entered into an asset sale and purchase agreement to acquire Certain assets used in CBD extraction business of HTC Purenergy Inc. (TSXV:HTC) for CAD 5 million on December 31, 2021. The Purchase Price is payable by the payment of CAD 5 million in cash or, at the option of HTC, the issuance of 5,000,0000 Class A common shares of Starling Brands at a deemed price of CAD1.00 per Option Share, provided that HTC shall exercise the Option upon HTC delisting its common shares from the TSX Venture Exchange. Completion of the Transaction is subject to a number of conditions, including but not limited to: the receipt of all corporate, regulatory and other approvals necessary to complete the Transaction, including TSXV approval; Starling's completion of a private placement of its units (in one or multiple tranches) for a minimum amount of $3,000,000 and is expected to completed on December 31, 2021.