Mr. Darren Bondar reports

TRAIL BLAZING VENTURES LTD. AND HEMPALTA INC. ANNOUNCE CLOSING OF BROKERED PRIVATE PLACEMENT

Trail Blazing Ventures Ltd. and Hempalta Inc. have closed the previously announced brokered private placement of subscription receipts of Hempalta. The private placement was led by Canaccord Genuity Corp. (the agent).

The Private Placement was completed pursuant to an agency agreement dated January 19, 2024 among TBV, HEMPALTA and the Agent. Aggregate gross proceeds for the Private Placement were $1,100,469.67, with 6,473,351 subscription receipts of HEMPALTA (each, a "Subscription Receipt") at $0.17 per Subscription Receipt being issued. Additionally, 176,470 Subscription Receipts were issued to the Agent in connection with the corporate finance fee payable by HEMPALTA to the Agent (the "SR Corporate Finance Fee").

It is intended that, following the completion of the proposed qualifying transaction between TBV and HEMPALTA (the "Qualifying Transaction"), the net proceeds from the Private Placement will be used to pay the remaining costs of the Qualifying Transaction, expand HEMPALTA's Calgary-based processing plant, repay certain indebtedness of HEMPALTA, for general and administrative expenses and for general working capital. Upon completion of the Qualifying Transaction, TBV intends to complete a name change to "Hempalta Corp." (hereinafter referred to as the "Resulting Issuer").

Upon satisfaction or waiver of the escrow release conditions in the Subscription Receipt Agreement (as defined below) (the "Escrow Release Conditions"), each Subscription Receipt will be converted and will entitle the holder thereof to receive, without payment of any additional consideration or further action on the part of the holder, one common share of HEMPALTA, which will be automatically exchanged in connection with the Qualifying Transaction for one common share of the Resulting Issuer (each, a "Resulting Issuer Share").

The gross proceeds of the Private Placement net of the Agent's expenses and the Cash Corporate Finance Fee (the "Escrowed Funds"), are being held in escrow pursuant to the terms of a subscription receipt agreement dated January 19, 2024 among HEMPALTA, the Agent and Odyssey Trust Company ("Odyssey"), as registrar and transfer agent for the Subscription Receipts and as escrow agent for the Escrowed Funds (the "Subscription Receipt Agreement"). Upon satisfaction or waiver of the Escrow Release Conditions, the Escrowed Funds together with any interest earned thereon, will be released to HEMPALTA (and the Agent in respect of the Agent's Commission (as defined below)) in accordance with the terms set out in the Subscription Receipt Agreement. If the Escrow Release Conditions are not satisfied or waived, the Subscription Receipts will be cancelled without any further action and the Escrowed Funds together with any interest earned thereon will be returned to subscribers on a pro rata basis, with any shortage of funds being paid by HEMPALTA.

In connection with the Private Placement, HEMPALTA has (i) paid to the Agent a cash corporate finance fee (the "Cash Corporate Finance Fee") in the amount of $25,000, (ii) issued to the Agent a total of 176,470 Subscription Receipts in satisfaction of the SR Corporate Finance Fee with a value of $30,000, an increase from the value of $25,000 under the previous terms of the Private Placement (the "Previous Terms") disclosed in TBV's news releases dated November 15, 2023 and January 12, 2024, and (iii) issued 154,859 non-transferable Agent's warrants to purchase common shares ("Agent's Warrants"), representing the sum of (a) 35,000 Agent's Warrants, being compensation that was not included in the Previous Terms, and (b) the number of Agent's Warrants ("Subject Agent's Warrants") that is equal to 3% (the percentage issuable in respect of president's list subscribers) of the Subscription Receipts issued to subscribers under the Private Placement that did not settle directly with HEMPALTA (the "Subject Subscribers"), rather than a number equal to 3% of the Subscription Receipts issued to all subscribers under the Private Placement as disclosed in the Previous Terms. In addition, HEMPALTA will pay to the Agent, on satisfaction of the Escrow Release Conditions, $20,375.99 in cash commission (the "Agent's Commission"), representing 3% (the percentage payable in respect of president's list subscribers) of the gross proceeds from the sale of Subscription Receipts to the Subject Subscribers, rather than 3% of the gross proceeds from the sale of Subscription Receipts to all subscribers under the Private Placement as disclosed in the Previous Terms. Under the Previous Terms, Subject Agent's Warrants were issuable to the Agent concurrently with the exchange of the Subscription Receipts into underlying securities (if and when), rather than at the closing of the Private Placement. Each Agent's Warrant entitles the holder thereof to purchase one common share of HEMPALTA at an exercise price of $0.17, subject to adjustment, for a period of 24 months commencing upon satisfaction of the Escrow Release Conditions.

Closing of the Qualifying Transaction is subject to certain conditions, including but not limited to, the receipt of all necessary approvals including acceptance by the TSX Venture Exchange (the "Exchange").

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.

ABOUT HEMPALTA

HEMPALTA is a private company incorporated under the Business Corporations Act (Alberta). HEMPALTA makes products from hemp grown sustainably in Southern Alberta and processes the hemp using a state-of-the-art HempTrain(TM) Advanced Processing Plant at the company's production facility in Calgary, Alberta into various consumer products which are sold and distributed through various retail channels. HEMPALTA is led by passionate advocates for industrial hemp who have years of operations, manufacturing, marketing, consumer packaged goods, and retail sales experience. In 2023, HEMPALTA was named one of the Top 10 Startups by Calgary's Launch Party and one of the 50 most investable cleantech companies in Canada by Foresight Canada.

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