Mr. Darren Bondar reports

TRAIL BLAZING VENTURES LTD. ANNOUNCES PROPOSED QUALIFYING TRANSACTION

Trail Blazing Ventures Ltd. has provided details concerning its proposed non-arm's-length qualifying transaction involving a proposed business combination with Hempalta Inc., a private company incorporated under the laws of Alberta.

Hempalta is an Alberta-based agricultural technology company focused on harnessing the immense potential of industrial hemp. Hempalta is pioneering the global hemp carbon credit industry and utilizing advanced agricultural technology to process industrial hemp at scale. Hempalta products are made from hemp grown sustainably in Southern Alberta and processed using a state-of-the-art HempTrain advanced processing plant at the company's production facility in Calgary. Hempalta is led by passionate advocates for industrial hemp who have years of operations, manufacturing, marketing, consumer packaged goods and retail sales experience. This year, Hempalta was recognized as one of the 50 most investable clean technology companies in Canada by Foresight Canada, an organization focused on accelerating sustainable clean technology businesses to support a global transition to a green economy.

Prior to the completion of the transaction, Hempalta intends to complete a brokered private placement offering of a minimum of $1.45-million and up to a maximum of $3.3-million. The private placement shall be in the form of subscription receipts of Hempalta at a price of 17 cents per subscription receipt. The private placement is expected to be completed prior to the closing of the transaction. In connection with the completion of the transaction, the subscription receipts shall automatically convert into Newco common shares (as defined as follows).

The corporation has entered into a non-binding letter of intent with Hempalta dated Oct. 11, 2023, pursuant to which the corporation and Hempalta intend to complete the transaction by way of share purchase, plan of arrangement, amalgamation, three-cornered amalgamation or alternative structure to be determined, having regard to relevant tax, securities and other factors, to form the resulting issuer (Newco) to be named such name as may be determined by Hempalta. Pursuant to the proposed transaction, each issued and outstanding Hempalta common share and subscription receipt will be exchanged into one common share of Newco on a 1:1 basis so that all of the issued and outstanding Hempalta common shares and existing convertible debentures will be exchanged for approximately 53,041,210 Newco common shares (not including the subscription receipts issued pursuant to the subscription receipt private placement or other Hempalta common shares reserved for issuance) and each unexercised incentive stock option of Hempalta shall be exchanged for a replacement option issued by Newco with the same terms as the option exchanged therefor. Additionally, it is expected that the outstanding common shares and options of the corporation will be consolidated on a 1:1.7 basis.

Non-arm's-length qualifying transaction

Darren Bondar is the chief executive officer and president of both Hempalta and Trail Blazing Ventures and holds 6,521,000 common shares of Trail Blazing Ventures (16.3 per cent) and 10 million Hempalta shares (21.2 per cent). However, as no party is a control person of both Trail Blazing Ventures and Hempalta, the proposed transaction does not constitute a non-arm's-length qualifying transaction within the meaning of TSX Venture Exchange Policy 2.4 and, as such, majority of the minority approval (as defined in TSX-V Policy 2.4) is not required to approve the proposed transaction.

However, the proposed transaction is expected to constitute a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. As Trail Blazing Ventures' common shares are only listed on the TSX-V, the corporation intends to rely on an exemption to the formal valuation requirement of MI 61-101. For greater certainty, it is expected that the proposed transaction will be subject to approval of the minority shareholders of Trail Blazing Ventures (excluding Mr. Bondar) and, accordingly, Trail Blazing Ventures is expected to call a special meeting of shareholders to seek approval of the transaction by Trail Blazing Ventures' minority shareholders.

It is intended that the transaction, when completed, will constitute the corporation's qualifying transaction in accordance with Policy 2.4 of the TSX-V's corporate finance manual. A more comprehensive news release will be issued by the corporation disclosing details of the transaction, including financial information respecting Hempalta, further details regarding the private placement, the names and backgrounds of all persons who will constitute insiders of Newco, and information respecting sponsorship, once an agreement has been finalized and certain conditions have been met, including: approval of the transaction by the boards of directors of the corporation and Hempalta; satisfactory completion of due diligence; and execution of the definitive agreement.

In the event a final agreement is not reached, the corporation will notify shareholders. Trading in the common shares of the corporation will remain halted and is not expected to resume trading until the transaction is completed or until the exchange receives the requisite documentation to resume trading.

About Trail Blazing Ventures Ltd.

Trail Blazing Ventures is a capital pool company (CPC) that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the TSX-V's CPC policy, until the completion of its qualifying transaction, the corporation will not carry on business, other than the identification and evaluation of businesses or assets, with a view to completing a proposed qualifying transaction.

We seek Safe Harbor.