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HTC Purenergy Inc
Symbol HTC
Shares Issued 206,983,741
Close 2025-07-07 C$ 0.005
Market Cap C$ 1,034,919
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HTC Purenergy to voluntarily delist from NEX

2025-07-07 16:48 ET - News Release

Subject: HTC Purenergy Inc. PDF Document

File: Attachment 2025-07-07 HTC apply for Delisting and Ceasing FINAL.pdf

News Release July 7, 2025 For Immediate Release

HTC PURENERGY INC. ANNOUNCES VOLUNTARY DELIST FROM THE NEX EXCHANGE, RESIGNATION OF DIRECTOR AND OFFICER, AND TO APPLY FOR AN ORDER TO CEASE TO BE A

REPORTING ISSUER IN BRITISH COLUMBIA, ALBERTA AND SASKATCHEWAN

Regina, Saskatchewan HTC PURENERGY INC. (NEX:HTC.H) ("HTC" or the "Corporation") announced today that it has applied for the voluntary delisting ("Delisting") of its common shares ("Securities") from trading on the NEX, and has made an application to its principal regulator, the Financial and Consumer Affairs Authority ("FCAA"), pursuant to National Instrument 11-206 ("NI 11-206") for an order ("Order Sought") to cease to be a reporting issuer in British Columbia, Alberta and Saskatchewan (collectively, the "Jurisdictions"). The Delisting was approved at a special meeting of shareholders held on June 12, 2025, where 87.8% of shareholder votes were cast in favour.

The delisting is expected to be completed by July 11th, 2025.

Reasons for Delisting and Ceasing to be a Reporting Issuer: The Corporation has encountered severe challenges, including, but not limited to: (1) declining revenue; (2) declining market; (3) high operating costs; (4) increasing debt obligations; and (5) cost of compliance.

No Revenue: Over the past 6 years, we have experienced an extraordinary decrease in revenue, primarily due to limitations imposed on HTC's business, market competition, and changes in consumer demand.

Declining Investments: HTC sold certain CO2 assets in exchange for share in Regenera Insights Inc. ("RGEN"), formerly Delta CleanTech Inc. Upon listing, RGEN common shares traded at $0.20, but then steadily declined to as low as $0.01. These common shares have been trading between $0.01 and $0.05 for the last 12 months.

High Operating Costs: The Corporation has suffered from an operating loss of $195,117 and a net loss of $470,587 for the 15-month YE March 31, 2024; and an operating loss of $63,220 and net loss of $256,810 for the 9-month period ending December 31, 2024.

Increasing Debt Obligations: HTC has been unable to meet its debt obligations due to consistent cash flow shortages. In 2023, HTC received 2 letters of commitment, to provide financial support to the Corporation, which enabled the Corporation to continue as a going concern, but these commitment letters have now expired, and accordingly there is a material concern that the Corporation cannot meet its financial obligations. The Corporation has no revenue and hasn't had revenue for six years. The Corporation's ability to continue in the normal course of operations is dependent on its ability to generate cashflow from the performance of strategic investments and the development of new markets in order to fund ongoing operations to fund debt as it becomes due.

Cost of Compliance: The financial burden associated with maintaining HTC's NEX listing and reporting issuer status, including compliance and regulatory costs, has become increasingly unsustainable given the Corporation's current financial position.

As a result of these factors, HTC has minimal liquidity, and it is unable to maintain operations in the public market framework. We believe that ceasing to be a reporting issuer will allow us to focus on restructuring the Corporation without the additional pressures and financial burdens of regulatory compliance.

Management is committed to addressing HTC's financial challenges and will explore options, including cost reductions, operational efficiencies, and potential private investment opportunities. The goal is to stabilize our business and emerge stronger. We believe that ceasing to be a reporting issuer is a necessary step in this process.

Important Note:

Shareholders are advised that: (i) the TSXV has conditionally approved the Delisting, and once delisted, the securities of the shareholders will no longer be traded on the NEX in the Jurisdictions; and (ii) if the FCAA grants the Order Sought, the Corporation will cease to be a reporting issuer in the Jurisdictions. As a result, the Corporation will no longer be required to file financial statements and other continuous disclosure documents in Canada pursuant to Canadian securities laws. As securityholders will not be able to rely on a provision in National Instrument 45-102 Resale of Securities to sell their securities following the issuance of the Order Sought, the Corporation intends to file a separate application with the FCAA for exemptive relief under National Policy 11-203 Process for Exemptive Relief Applications in the Jurisdictions to permit such sales.

We believe that these steps are in the best interest of our shareholders and will enable the Corporation to focus on recovering from its current financial difficulties, while looking for ways to foster a new business plan.

The Corporation further announces that director Wayne Bernakevitch and Chief Financial Officer Jacelyn Case, tendered their resignations effective July 4, 2025.

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: Jeff Allison, President, CEO & Secretary (306) 352-6132 jallison@htcenergy.com

Cautionary Note and Forward-Looking Information: This press release contains forward-looking information within the meaning of Canadian securities legislation. Forward-looking information relates to future events or the anticipated performance of the Corporation and reflects management's expectations or beliefs regarding such future events. In certain cases, statements that contain forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur" or "be achieved" or the negative of these words or comparable terminology. Forward-looking information in this press release includes statements with respect to the possible voluntary delisting of the Securities from the NEX and the granting of the Order Sought and, if the Order Sought is obtained, the availability of the Corporation's financial statements and continuous disclosure materials to Canadian resident securityholders. By its very nature forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual performance of the Corporation to be materially different from any anticipated performance expressed or implied by such forward-looking information.

Forward-looking information is subject to a variety of risks and uncertainties, which could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, the ability for shareholders to trade their securities and to have public access to disclosure documents. The risk factors referred to are not an exhaustive list of the factors that may affect any of the Corporation's forward-looking information. Forward- looking information includes statements about the future and is inherently uncertain, and the Corporation's actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking information due to a variety of risks, uncertainties and other factors. The Corporation's statements containing forward-looking information are based on the beliefs, expectations, and opinions of management on the date the statements are made, and the Corporation does not assume any obligation to update such forward-looking information if circumstances or management's beliefs, expectations or opinions should change, other than as required by applicable law. For the reasons set forth above, one should not place undue reliance on forward-looking information.

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