Regina, Saskatchewan – TheNewswire – February 9, 2022 — HTC Purenergy Inc. (“HTC” or the “Company”) (TSXV:HTC) (OTC:HTPRF) today provides an update on its special dividend-in-kind (the “Dividend”) of 12,000,000 of the 20,000,000 common shares (the “Delta Shares”) of Delta CleanTech Inc. (“Delta”) held by HTC, which Dividend was previously announced in its news release dated August 6, 2021.
In August 2021, the board of directors of HTC (the “Board”) approved the Dividend and the record date of the close of business on August 13, 2021 (the “Record Date”) for determining holders of common shares of HTC (the “HTC Shares”) entitled to payment under the Dividend. While HTC intended to pay the Dividend in 2021, through the issuance of Delta Shares, after further consideration, it was decided to pay the Dividend in the first quarter of 2022.
HTC now expects the Dividend will be paid on or about February 18, 2022 (the “Dividend Payment Date”) to holders of record of HTC Shares at the close of business on the Record Date.
The Canadian Depository for Securities (“CDS”) and the U.S. Depositary Trust Company (“DTC”) have been notified of the Dividend and Dividend Payment Date and arrangements are being made with CDS and DTC for the issuance and distribution of Delta Shares to holders of record of HTC Shares at the close of business on the Record Date. Beneficial shareholders (those holding their HTC Shares through brokerage houses which are in turn held via CDS and DTC) should contact their respective brokers for further information regarding payment of the Dividend. Registered holders (those holding HTC Share certificates and/or HTC Shares under the Direct Registration System (“DRS”) will receive Delta Shares by way of DRS statements evidencing the Delta Shares to which they are entitled under the Dividend.
The Dividend will be taxable and non-residents of Canada will be subject to Canadian withholding taxes. In respect of those non-residents of Canada which are subject to withholding taxes, HTC will retain such number of Delta Shares with a fair market value equal to the maximum withholding obligation for such respective shareholder. Shareholders with questions regarding the tax treatment of dividends should consult with their own tax advisors or contact their local office of the Canada Revenue Agency and, where applicable, the provincial taxation authorities.
The Dividend will be distributed on a pro rata basis. No fractional shares or cash in lieu thereof (or any other form of payment) will be payable under the Dividend. Any fractional interests in Delta Shares under the Dividend will be rounded up or down to the nearest whole number of shares. Based upon the number of HTC Shares currently outstanding and ignoring the effect of rounding for fractional interests or any convertible securities which may be exercised prior to the Record Date, one Delta Share will be paid under the Dividend for approximately every 17.25 HTC Shares held on the Record Date, subject to adjustment.
The Delta Shares distributed under the Dividend are subject to a pooling arrangement restricting the trading of the Delta Shares on a stock exchange with a release schedule over a period of 24 months at 3-month intervals following the listing of the Delta Shares on a recognized stock exchange in Canada (the “Listing”). The Listing of the Delta Shares occurred on August 19, 2021 upon the trading of the Delta Shares on the Canadian Securities Exchange.
The Delta Shares were acquired by HTC in connection with the previously announced sale of clean energy assets (“Clean Energy Assets”) to Delta, paid for by the issuance of 20,000,000 Delta Shares. The Clean Energy Assets consisted of all of the intellectual property and certain contractual agreements for the operation of HTC’s CO2 capture systems and reclaimer systems.
The Company has filed a Form 3E with the TSX Venture Exchange (the “Exchange”) in respect of the Dividend, notifying the Exchange of the Record Date. The distribution of the Dividends is subject to regulatory approval, including the approval of the Exchange.
Delta is differentiated in the market by developing its proprietary CO2 extraction and patented purification technology with a focus on Environmental Social Governance (“ESG”) in response to greater acceptance of climate change and its effects, as well as social license being sought by corporations in the energy industry. A reduced environmental footprint, through the capture of CO2, redirection of industrial by-products as usable hydrogen and utilization of reclaimed, recycled and reused extraction fluids, has become an important currency for energy businesses, avoids the cost of increasing regulation consisting of penalties through fees and taxation, and makes a strong statement to stakeholders who expect ESG and Identity Preserved Waste (IPW) protocols to be instituted by energy companies.
HTC’s sale of its Clean Energy Assets has unlocked the value of the Clean Energy Assets IP by allowing Delta to be financed and its growth accelerated by a focused skilled and experienced management team. The Dividend, paid as a dividend-in-kind of Delta Shares, allows HTC shareholders to participate directly in Delta’s growth and success.
On January 28, 2021 HTC issued a press release regarding the disposition of the Clean Energy Assets, containing a discussion of the rationale and benefits of the transaction. HTC shareholders are now realizing those benefits by directly holding shares in Delta as well as HTC.
HTC continues to operate its business associated with its hemp segment, which includes the production contracting of broad acre industrial hemp for: BioFibre utilized in BioPlastics, BioTextiles/Composites, and BioCellulose, as well as Hemp Seed Protein and Hemp Seed Oil, and Cannabinoid Extraction and continues to diversify its hemp portfolio.
For more information contact:
Jeff Allison
(306) 352-6132
[email protected]
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.
This press release contains “forward-looking statements” or “forward-looking information” (collectively referred to herein as “forward-looking statements”) within the meaning of applicable securities legislation.
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 and described in the forward-looking information contained in this press release.
Although HTC believes that the material factors, expectations and assumptions expressed in such forward-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.
HTC Purenergy Inc. (OTCQB:HTPRF) trades on the OTCQB Venture Market for early stage and developing U.S. and international companies. Companies are current in their reporting and undergo an annual verification and management certification process. Investors can find real-time quotes and market information for the company on www.otcmarkets.com.
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