Mr. Darren Bondar reports

HEMPALTA CORP. (FORMERLY TRAIL BLAZING VENTURES LTD.) ANNOUNCES CLOSING OF QUALIFYING TRANSACTION

Hempalta Corp. (formerly Trail Blazing Ventures Ltd.) has completed its previously announced acquisition of all of the issued and outstanding securities of Hempalta Inc. (the target), a private company incorporated under the Business Corporation Act (Alberta) (the ABCA). Subject to receiving final approval from the TSX Venture Exchange, the company shares (as defined herein) are expected to commence trading on the TSX-V under the ticker symbol HEMP on or about March 22, 2024.

Transaction

The transaction constitutes the company's qualifying transaction (as defined by Policy 2.4 -- Capital Pool Companies of the TSX-V) and was completed according to the terms of an amalgamation agreement dated Nov. 15, 2023, pursuant to which, among other things, the company acquired all of the issued and outstanding securities of the target by way of a three-cornered amalgamation with a wholly owned subsidiary of the company under the ABCA. In connection with the completion of the transaction, the TSX-V has conditionally approved the listing of the issued and outstanding common shares of the company.

Prior to the completion of the transaction, the company: (i) completed a consolidation on the basis of one postconsolidation company share for every 1.7 preconsolidation company shares; and (ii) changed its name from Trail Blazing Ventures Ltd. to Hempalta Corp.

Pursuant to the amalgamation agreement, the issued and outstanding common shares of the target were exchanged for company shares on a 1:1 basis in connection with the transaction. Pursuant to the transaction: (i) an aggregate of 58,914,763 company shares were issued in exchange for the outstanding target shares, which included the target shares issued upon the conversion of subscription receipts (as defined herein), as well as 3,531,250 target shares issued upon the conversion of the $565,000 outstanding principal amount of convertible debentures of the target (target debentures) and 223,732 target shares issued in payment of interest accrued and payable on the target debentures; (ii) warrants exercisable to acquire 2,629,964 company shares were issued in exchange for the outstanding target share purchase warrants of the target; (iii) broker warrants exercisable to acquire 154,859 company shares were issued in exchange for the outstanding broker warrants of the target, which were issued in connection with the subscription receipt financing (as defined herein); and (iv) stock options exercisable to acquire 4.7 million company shares were issued in exchange for the outstanding stock options of the target.

As disclosed in the company's press release dated Jan. 22, 2024, the company and the target completed a brokered private placement led by Canaccord Genuity Corp. (the agent), pursuant to which the target issued and sold 6,473,351 subscription receipts of the target (subscription receipts). Additionally, the target issued to the agent: (i) 176,470 subscription receipts in connection with the corporate finance fee payable by the target to the agent; and (ii) 154,859 broker warrants exercisable into target shares at an exercise price of 17 cents per share.

Prior to the completion of the transaction, each of the 6,649,821 subscription receipts was automatically converted into one target share. Each such target share was exchanged pursuant to the transaction for one company share. The escrowed proceeds derived from the subscription receipt financing, less the fees paid to the agents in connection with the agents' services rendered in connection with the subscription receipt financing and other applicable deductions, were released in accordance with the provisions of the subscription receipt agreement that governed the subscription receipts.

Board of directors and management

Following the transaction, the leadership team of the company is as follows:

• Darren Bondar -- president, chief executive officer and director;
• Candace Ryan -- chief financial officer;
• Liam Russell Wilson -- director;
• Craig Steinberg -- director;
• Adrian Stokes -- director;
• Dan Balaban -- director;
• Michael Ginevsky -- corporate secretary.

Escrow

As described in the company's management information circular dated Feb. 13, 2024, prepared in connection with the transaction and in accordance with Policy 2.4 of the TSX-V, certain of the company shares are subject to escrow requirements in accordance with TSX-V Policy 5.4 -- Escrow, Vendor Considerations and Resale Restrictions, pursuant to the value security escrow agreement. Under the terms of the escrow agreement, 10 per cent of such escrowed securities will be released, upon the issuance of the final bulletin of the TSX-V, with subsequent 15 per cent releases occurring on each of the six, 12, 18, 24, 30 and 36 months following the bulletin, respectively.

Auditor

Geib & Company, the auditor of the company prior to the completion of the transaction, will remain as auditor of the company.

Additional information for shareholders

Additional information related to the company's business, the subscription receipt financing and the transaction (including the members of the management team and board of directors listed herein) is available in the circular. The circular is available under the company's profile on SEDAR+. Readers are encouraged to review the circular for full details on the transaction.

In connection with the transaction and the subscription receipt financing, DS Lawyers Canada LLP acted as legal counsel to the target and to the company, and DLA Piper (Canada) LLP acted as legal counsel to the agent in relation to the subscription receipt financing.

About Hempalta Corp.

Hempalta is focused on harnessing the immense potential of hemp. The company's products are made from hemp grown sustainably in Alberta and processed using a state-of-the-art processing plant at its 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. The company has been named a Top 10 Startup by Platform Calgary's Launch Party and recognized as one of the 50 most investable clean technology companies by Foresight Canada. Hempalta is a proud sponsor of the Wilder Institute/Calgary Zoo and provides sustainable hemp-based products to the zoo's operations.

We seek Safe Harbor.