Calgary, Alberta--(Newsfile Corp. - January 12, 2024) - Trail Blazing Ventures Ltd. (TSXV: BLAZ.P) ("TBV"), a capital pool company as defined under Policy 2.4 - Capital Pool Companies ("CPC") of the TSX Venture Exchange (the "Exchange"), announces that further to its news release dated November 15, 2023 (the "November Release"), it has several updates to provide with respect to the qualifying transaction (the "Transaction") with Hempalta Inc ("HEMPALTA").

Proposed Management and Board of Directors of Resulting Issuer

In addition to the management and directors named in the November Release, it is expected that the following persons will be named as an officer and as a director of the resulting issuer (the "Resulting Issuer"):

Candace Ryan - Chief Financial Officer

Ms. Ryan is the Chief Financial Officer of HEMPALTA. Ms. Ryan has over 15 years of accounting and finance experience, primarily working in the retail and consumer package goods sectors. She previously held the role of Financial Controller for Spirit Leaf Inc., national retail organization whose parent company was listed on the Canadian Securities Exchange (CSE). Ms. Ryan graduated from MacEwan University with a Bachelor of Applied Business Administration in Accounting and holds her Chartered Professional Accountant (CPA) designation.

Dan Balaban - Director

Mr. Balaban is the Chief Executive Officer and Executive Chair of Greengate Power Corporation ("Greengate"), a renewable energy development company. Under Mr. Balaban's leadership, Greengate has developed nearly 1.5 GW or over $2 billion of operating renewable energy projects. Prior to Greengate, Mr. Balaban was the Co-Founder, President and CEO of a software solutions provider for the oil and gas industry. Prior thereto, Mr. Balaban worked as a management consultant for several international firms including EY and PWC. Mr. Balaban holds a Bachelor of Science degree from the University of Toronto. Mr. Balaban is also a member of the board of Calgary Economic Development, and formerly a member of the board of the Pembina Institute.

Private Placement of Subscription Receipts of HEMPALTA

As described in the November Release, prior to the completion of the Transaction, HEMPALTA is expected to complete a "commercially reasonable efforts" brokered private placement of subscription receipts of HEMPALTA (the "Private Placement"), through Canaccord Genuity Corp. as lead agent (the "Agent") with a syndicate of agents including Research Capital Corporation and Haywood Securities Inc. HEMPALTA and the Agent expect to close the Private Placement in January 2024.

Hempalta and the Agent have amended the terms of the Private Placement. Pursuant to the revised terms, the minimum offering shall be amended to $800,000. The Maximum Offering (as described in the November Release) and the other terms of the Private Placement shall remain unchanged.

Further details regarding the Private Placement can be found in the November Release.

ABOUT TBV

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

For further information, please contact:

Craig Steinberg
Director

Trail Blazing Ventures Ltd.

Telephone: 1-800-503-1875
Email: info@trailblazingventures.com

Darren Bondar
Chief Executive Officer

Hempalta Inc.

Telephone: 1-877-622-3354
Email: info@hempalta.com

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the content of this press release.

The information contained or referred to in this press release relating to HEMPALTA has been furnished by HEMPALTA. Although TBV has no knowledge that would indicate that any statement contained herein concerning HEMPALTA is untrue or incomplete, neither TBV nor any of its respective directors or officers assumes any responsibility for the accuracy or completeness of such information.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance, receipt of requisite regulatory approvals, minority shareholder approval, and completion of the Private Placement. Where applicable, the Transaction cannot close until the required shareholder approvals, and any ancillary matters thereto, are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

This forward-looking information in respect of TBV and HEMPALTA reflects HEMPALTA's or TBV's, as the case may be, current beliefs and is based on information currently available to TBV and HEMPALTA, respectively, and on assumptions TBV and HEMPALTA, as the case may be, believes are reasonable. These assumptions include, but are not limited to, management's assumptions about the Exchange approval for the Transaction, closing of the Private Placement, closing of the Amalgamation announced above and HEMPALTA's assumptions regarding its business objectives.

Forward-Looking Information Cautionary Statement

This release includes forward-looking information ("forward-looking information") within the meaning of Canadian securities laws regarding TBV, HEMPALTA, the Resulting Issuer and their respective businesses, which may include, but is not limited to, statements with respect to the completion, and the terms and conditions of the Transaction, the HEMPALTA business plans, the satisfaction of conditions to closing, the proposed composition of the board of directors of the Resulting Issuer, the Private Placement and the amount of the financing, the terms and timing on which the Transaction and the Private Placement are intended to be completed. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes", "estimates" or variations of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each respective entity believes that the assumptions underlying the forward-looking information as applicable to them or their respective businesses or the Transaction are reasonable, such forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of TBV, HEMPALTA and the Resulting Issuer to be materially different from those expressed or implied by such forward-looking information and may prove to be incorrect. The forward-looking information, events and circumstances discussed in this release, including but not limited to regulatory approval, minority shareholder approval, completion of the Transaction (and the proposed terms upon which the Transaction is proposed to be completed) and the Private Placement, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including the risk that HEMPALTA and TBV may not obtain all requisite approvals for the Transaction, including the approval of the Exchange for the Transaction (which may be conditional upon amendments to the terms of the Transaction), risks of the hemp and carbon credit industry, failure to obtain regulatory or shareholder approvals, general business, economic, economic, competitive, political and social uncertainties; any estimated amounts, timing of the Private Placement, the equity markets generally and risks associated with growth, exploration and development, general capital market conditions and market prices for securities, junior market securities; carbon credit and hemp prices; agriculture company market conditions and the market conditions of the agriculture industry in general; competition; and changes in legislation, including environmental legislation affecting TBV, HEMPALTA and the Resulting Issuer. Although TBV and HEMPALTA have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking information contained herein. No statements comprising forward-looking information can be guaranteed. Except as required by applicable securities laws, forward-looking information contained herein speak only as of the date on which they are made and TBV and HEMPALTA undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/194017