Mr. Tim Close reports

AGI TO ACQUIRE NUVISION INDUSTRIES INC.

Ag Growth International Inc. has entered into a binding agreement to acquire NuVision Industries Inc., a premier designer and builder of complete turnkey fertilizer-blending plants and material-handling facilities. The acquisition of Western Canada-based NuVision represents a significant additional step in AGI's strategic entry into the fertilizer sector.

NuVision designs, manufactures, installs and maintains fertilizer-blending and handling facilities throughout Western Canada. It offers complete parts and services to the fertilizer industry, and has the capacity to deliver high-quality, design-build fabrication services to facilitate project completion, commissioning and continuing service. NuVision sales and adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), normalized primarily for related party items, over the previous four years have averaged approximately $18-million and $3.4-million, respectively. For the year ended Dec. 31, 2015, NuVision sales and normalized EBITDA were approximately $32-million and $6.6-million, respectively.

The purchase price is based on five times NuVision's average EBITDA for the financial years 2015, 2016, 2017 and 2018, with a maximum purchase price of $26-million. The maximum purchase price represents a multiple of four times 2015 normalized EBITDA. Terms of the transaction include payment of $12-million upon closing with additional amounts payable annually based on achieved EBITDA in 2016, 2017 and 2018. All payments under the agreement are payable 50 per cent in cash and 50 per cent in AGI equipment, and the cash amount payable upon closing will be financed from AGI's cash balance.

"The acquisition of NuVision is another step in our developing platform for fertilizer-storage and handling equipment in Western Canada and beyond," said Tim Close, president and chief executive officer of AGI. "NuVision is a leading provider of commercial fertilizer distribution systems and allows AGI to now offer market-leading, turnkey fertilizer systems for our customers. Our developing fertilizer platform is unique to AGI and positions us to offer the products and services our customers are asking for in the fertilizer sector. The growth of our fertilizer business continues our strategy of diversification and risk mitigation by adding complementary seasonality and demand drivers within our core markets and with our core customers.

"We are very pleased to welcome the entire NuVision team to AGI, and we want to congratulate Lionel Kambeitz and Joe Wollner-Kallis for the company and team they have built. Joe will continue to lead NuVision, and Lionel will continue as an adviser for Joe and for AGI in the fertilizer space."

Completion of the transaction requires regulatory approval and the approval of the shareholders of HTC Purenergy Inc., a publicly traded entity on the TSX Venture Exchange and the majority shareholder of the parent company to NuVision. The transaction is expected to close on April 1, 2016.

We seek Safe Harbor.