PCTL PCT Ltd (PK)

Item 8.01 Other Events.

On July 12, 2019, the Registrant entered into a binding letter of intent (the “LOI”) with 2705908 Ontario Inc. (“Ontario”), a recently incorporated Canadian company. Pursuant to the terms of the LOI, the parties agreed to negotiate and enter into a definitive agreement by July 30, 2019 pursuant to which, by way of a loan agreement and option agreement, Ontario would have been entitled to acquire at least 51% control of the Registrant, through the acquisition of common shares in the capital of the Registrant and direct issuance(s) of common shares from the Registrant (the “Proposed Transaction”). The scheduled closing date of July 30, 2019 was very aggressively set due to an effort to repay certain convertible debt before the prepayment dates and the conversion of such debt into shares of common stock. The due diligence of both organizations has taken longer than anticipated. Both companies are negotiating in good faith and on the stated terms with best efforts and an intention of moving forward and closing the transaction as efficiently as possible and have executed an extension of the LOI through August 19, 2019. A copy of the extension is attached as Exhibit 10.1.

The foregoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the full text of the LOI, a copy of which is filed as Exhibit 10.1 to the current report on Form 8-K filed on July 18, 2019, and is incorporated herein by reference.