Mr. Ben Nikolaevsky reports

PURE EXTRACTS ENTERS AGREEMENT TO ACQUIRE PL HEALTHCARE MANAGEMENT

Pure Extracts Technologies Corp. has entered into a definitive business combination agreement dated May 1, 2023, 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.

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 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 common shares of the company; 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 1:10 basis such that, upon the completion of the transaction, it is expected that existing shareholders of the company will collectively hold approximately 6.2 per cent of the common shares and former shareholders of PLM will collectively hold approximately 93.8 per cent of the common shares.

PLM, an arm's-length party to the company, is a health care 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 microcultivator 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 (stock-keeping units) 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 (posttraumatic stress disorder), anxiety and depression.

"The PLM team is looking forward to working with Pure Extracts toward strategic development of their business lines and create increasing value for shareholders of both companies," said Shaun Good, chief executive officer of PLM.

Ben Nikolaevsky, chief executive officer and a director of the company, commented: "The combination of the two organizations allows for a synergistic portfolio of products and our ability to reach new segments in the rapidly expanding segment of health care and cannabis."

Subject to their prior resignation in connection with the bridge financing (as defined herein), following the completion of the transaction and in accordance with the terms of the definitive agreement, Ben Nikolaevsky will step down as chief executive officer and a director of the company and Yana Popova, Sean Bromley and Dwight Duncan will resign from the board of directors of the company. Shaun Good will be appointed as chief executive officer and a director of the company and Gerry Abday will be appointed as president and a director of the company.

The company also announces a proposed bridge financing, pursuant to which PLM would advance funds to the company prior to the completion of the transaction. The proceeds of the bridge financing would be used to permit the company to execute larger volumes of purchase orders. If completed, a condition of the first advance under the bridge financing would be the resignation of up to three existing directors of the company and their concurrent replacement with three nominees of PLM. It is anticipated that the first advance under the bridge financing would be made on or about May 31, 2023.

Mr. Good has a diverse background in various industries and has demonstrated his leadership and entrepreneurial spirit throughout his career. After founding a successful construction company, he transitioned into a career with a major financial company. Responding to his clients' growing interest in investment opportunities, Mr. Good entered the cannabis industry in 2017. As the founder of four companies in British Columbia, one of which focuses on the research and development of cannabis cultivars and terpenoids for the medical industry, Mr. Good demonstrates his relentless pursuit of innovation and commitment to helping others succeed.

Mr. Abday is a highly accomplished executive with a wealth of experience in the health management and business sectors. As the president of PLM, Mr. Abday has successfully positioned PLM as a leader in the industry by leveraging his keen understanding of market trends and client needs. Mr. Abday's visionary approach to leadership and dedication to excellence has been instrumental in driving the growth and success of PLM. Before taking the helm at PLM, Mr. Abday founded QSD Custom Manufacturing Inc., a thriving business that has generated millions in revenue and served hundreds of clients across North America. Mr. Abday's leadership skills, combined with his passion for improving the lives of others, make him an exceptional figure in both the business world and the wider community. With his vast experience, innovative mindset and philanthropic spirit, Mr. Abday continues to be a driving force in the pursuit of excellence and positive change.

The transaction will constitute a fundamental change of the company, as such term is defined in the policies of the Canadian Securities Exchange, and completion thereof will be subject to a number of customary conditions precedent, including receipt of required regulatory approvals, approval of the shareholders of the company, PLM and Subco to the amalgamation, completion of the consolidation, and the board changes.

Trading in the common shares has been halted, and will remain halted, pending review and approval of the transaction by the CSE.

About Pure Extracts Technologies Corp.

Pure Extracts features an all-new, state-of-the-art processing facility located just 20 minutes north of world-famous Whistler, B.C. The bespoke facility has been constructed to European Union GMP (good manufacturing practice) standards aiming toward export sales of products and formulations, including those currently restricted in Canada, into European jurisdictions where they are legally available. Pure Extracts was granted its standard processing licence by Health Canada under the Cannabis Act on Sept. 25, 2020, and its sales amendment on July 19, 2021. The company's stock began trading on the CSE on Nov. 5, 2020.

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