Pure Extracts Technologies Inc. signed a letter of intent to acquire Big Sky Petroleum Corporation (TSXV:BSP.H) in a reverse merger transaction on February 18, 2020. Pure Extracts Technologies Inc. entered into a definitive agreement to acquire Big Sky Petroleum Corporation (TSXV:BSP.H) in a reverse merger transaction on October 19, 2020. As per the terms, Big Sky will complete a consolidation of the issued common share capital on the basis of one new common share for each six old common shares. Big Sky will issue the following securities in connection with the transaction to existing security holders of Pure Extracts: approximately 63.8 million common shares, 12 million rights exercisable to common shares based on milestone performances, 12.2 million share purchase warrants, and 10.6 million incentive stock options. As of October 21, 2020, Pure Extracts' concurrent financing of CAD 5 million closed on an oversubscribed basis, raising gross proceeds of CAD 5.4 million by way of a convertible debenture offering, which will convert to common shares in the Resulting Issuer at a price of CAD 0.3 per share. As part of the transaction, the shareholders of Pure will exchange their shares in Pure for common shares of Big Sky. Upon completion of the transaction, the resulting company will continue on with the business of Pure. Prior to closing the transaction, Big Sky will change its name to “Pure Extracts Technologies Corporation”.

Upon closing of the transaction, the Board of Directors and management of Big Sky will be reconstituted. The first directors of the resulting issuer will be Ben Nikolaevsky, Chief Executive Officer and Director; Doug Benville, Chief Operating Officer and Director; Yana Popova, Chief Financial Officer, Corporate Secretary and Director; Sean Bromley, Director and Dwight Duncan, Director.

The completion of the transaction remains subject to each of Pure Extracts and Big Sky having received all required shareholder approvals, the transaction being effective on or prior to December 31, 2020, or such other date as the parties may agree, each of the parties obtaining all necessary consents, orders and regulatory approvals, including Big Sky having received approval for delisting from the NEX board of the TSXV and conditional listing approval of the CSE, holders of not greater than 15% of the outstanding Pure Shares, respectively, shall have exercised Dissent Rights; the concurrent financings of Pure shall have been completed, third party approvals and conditions concerning the due diligence review of each of the parties. The Board of Pure Extracts has approved the agreement. As of October 21, 2020, Big Sky has received conditional approval to list its common shares on the Canadian Securities Exchange. The transaction is expected to close on or before October 30, 2020. Forooghian & Company Law Corporation acted as the legal advisor to Big Sky. McMillan LLP acted as the legal advisor to Pure Extract Technologies.