Pure Extracts Enters Agreement to Acquire PL Healthcare Management

VANCOUVER, BC / ACCESSWIRE / May 25, 2023 / Pure Extracts Technologies Corp. (CSE:PULL)(OTC PINK:PRXTF)(XFRA:A2QJAJ) ("Pure Extracts" or the "Company"), a plant-based extraction company focused on cannabis, hemp and functional mushrooms, is pleased to announce that it has entered into a definitive business combination agreement dated May 1, 2023 (the "Definitive Agreement") with PL Healthcare Management Ltd. ("PLM") and 1411062 B.C. Ltd. ("Subco"), a wholly-owned subsidiary of the Company, pursuant to which the Company will acquire all of the issued and outstanding shares of PLM (the "Transaction").

Foto: Accesswire

In accordance with the terms and conditions of the Definitive Agreement, the Transaction will be completed by way of a three-cornered amalgamation, whereby, among other things: (a) Subco will amalgamate (the "Amalgamation") with PLM to form an amalgamated company ("Amalco"); (b) each issued and outstanding common share of PLM (of which there are currently 35,301,154) will be exchanged for five (5) common shares of the Company ("Common Shares"); and (c) Amalco will become a wholly-owned subsidiary of the Company. In advance of closing of the Transaction, Pure will carry out a consolidation of its Common Shares on a 10:1 basis (the "Consolidation"), such that, upon the completion of the Transaction, it is expected that existing shareholders of the Company will collectively hold approximately 6.2% of the Common Shares and that former shareholders of PLM will collectively hold approximately 93.8% of the Common Shares.

PLM, an arm's length party to the Company, is a healthcare case management business focused on helping Canadians with health-service case management and related therapies, among other things. Following the completion of the Transaction, the Company plans to utilize cannabis biomass produced by PLM's micro-cultivator and supply its extracted cannabis products to PLM's clients thereby preserving the entire retail sales margin within the Pure Extracts-PLM group of companies. Additionally, Pure Extracts plans to add to its current 47 SKUs by selecting and manufacturing the most beneficial cannabis products from its over 30 proprietary formulations for PLM's clients, addressing such urgent conditions such as PTSD, anxiety and depression.