Hempalta Announces Issuance of Warrants and TSXV Approval for $325,000 Loan Financing

Hempalta Announces Issuance of Warrants and TSXV Approval for $325,000 Loan Financing

Hempalta Corp. (TSXV: HEMP) ("Hempalta" or the "Company") is pleased to announce that pursuant to its press release dated March 3, 2025 (the "Initial Release"), it has received approval from the TSX Venture Exchange (the "TSXV") for the previously announced $325,000 term loans (the "Loan").

The Loan, as disclosed in the Initial Release, was advanced by insiders and major shareholders Darren Bondar and Prairie Merchant Corporation (the "Lenders"). The Loan bears an interest rate of 12% per annum and is secured against certain assets of the Company. The Loan is repayable on the earlier of: (i) one year from the date of issuance; (ii) the successful marketing and sale of the Company's turnkey hemp production facility and processing equipment, or (iii) a financing to the Company of gross proceeds over $1MM. This Loan provides additional working capital to support Hempalta's strategic focus on scaling its industrial hemp carbon credit platform through the Hemp Carbon Standard.

​In connection with the Loan, Hempalta has issued an aggregate of 5,416,667 common share purchase warrants (the "Warrants") to the Lenders. Each Warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.06 per share for a period of one year from the date of issuance. The Warrants are subject to a statutory four-month and one-day hold period, in accordance with applicable securities laws and the policies of the TSXV.​

As the Lenders are insiders of the Company, the issuance of the Warrants constitutes a "related party transaction" within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(b) and 5.7(1)(b) of MI 61-101 in respect of the Lenders' participation.​

"We are grateful for the continued support from our major shareholders," said Darren Bondar, CEO of Hempalta. "This financing strengthens our ability to execute our strategic focus on the rapidly expanding voluntary carbon market, leveraging industrial hemp's potential for high-integrity carbon sequestration."​

For more information on Hempalta and its initiatives, visit www.hempalta.com.

About Hempalta

Hempalta Corp. (TSXV: HEMP) is a nature-based carbon credit provider utilizing industrial hemp's potential to sequester carbon. Through its subsidiary Hemp Carbon Standard Inc. (HCS), the Company develops methodologies and supports farmers in monetizing regenerative farming practices. In addition to HCS, through its subsidiary Hempalta Processing Inc., the Company retains its established hemp-based product lines for licensing, supporting a balanced portfolio that addresses modern sustainability needs.

Learn more at www.hempalta.com or contact Investor Relations at invest@hempalta.com.

For more information, please contact:

Investor Relations
Hempalta Corp.
Email: info@hempalta.com
Website: www.hempalta.com

Hempalta Corp.
1560 Hastings Crescent SE, Calgary, AB T2G 4E1
Web: https://www.hempalta.com/
Email:info@hempalta.com

Sales or partner opportunities:
Cecil Horwitz
Business Development
cecil.horwitz@hempalta.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Forward-Looking Information

This news release contains statements and information that, to the extent that they are not historical fact, may constitute "forward-looking information" within the meaning of applicable securities legislation. Forward-looking information is typically, but not always, identified by the use of words such as "will," "expected," "plans," "enable," "positions," "aim," and similar words, including negatives thereof, or other similar expressions concerning matters that are not historical facts.

Forward-looking information in this news release includes, but is not limited to, statements regarding: the anticipated benefits of the Loan; the expected impact of the Loan on the Company's business strategy; the Company's ability to execute its carbon credit initiatives; the marketing of the turnkey hemp production facility and equipment; the demand for carbon credits increasing; the ability of the Company to successfully scale the Hemp Carbon Standard platform; any future financing of the Company; and the Company's future business development activities.

Such forward-looking information is based on various assumptions and factors that may prove to be incorrect, including, but not limited to, assumptions regarding: the ability of the Company to successfully deploy the Loan proceeds in a manner that drives growth; the expected benefits of the Hemp Carbon Standard platform; the ability of the Company to maintain access to capital markets and financing sources; demand for carbon credits in the voluntary market; the sale of the hemp production facility and equipment; required regulatory approvals; and the ability of Hempalta to successfully execute its strategic plans.

Although the Company believes that the assumptions and factors on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information, because the Company can give no assurance that it will prove to be correct or that any of the events anticipated by such forward-looking information will transpire or occur, or if any of them do so, what benefits the Company will derive therefrom.

Actual results may vary from those currently anticipated due to a number of factors and risks, including, but not limited to: General economic conditions and conditions in the capital markets; Regulatory risks relating to approvals required by securities regulators or other governing bodies; Risks associated with debt financing, including repayment obligations; Market risks affecting the voluntary carbon credit market and demand for nature-based carbon credits; Market risks affecting the potential sale of the production facility and equipment; Operational risks, including the ability to successfully implement the Hemp Carbon Standard at scale; Risks associated with future financings and the terms available for such financings; Weather and environmental factors affecting the ability of farms to grow industrial hemp; Risks related to insider participation in the Loan financing, including potential conflicts of interest; Other risks detailed in the Company's continuous disclosure filings available on SEDAR+ at www.sedarplus.ca.

The forward-looking information included in this news release is made as of the date of this news release, and the Company does not undertake an obligation to publicly update such forward-looking information to reflect new information, subsequent events, or otherwise, except as required by applicable law.

NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER U.S. NEWSWIRES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/243951

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Pioneering the next generation of carbon credits

Hempalta Issues Open Call for Strategic Partnerships to Scale Alberta-Based Nature-Based Carbon Program

Hempalta Issues Open Call for Strategic Partnerships to Scale Alberta-Based Nature-Based Carbon Program

Hempalta Corp. (TSXV: HEMP) ("Hempalta" or the "Company"), a Canadian-based provider of nature-based carbon credit solutions, is pleased to announce an open call for strategic partnerships to support the scale-up of its closed-loop, on-farm carbon removal program — already operating with 13 Alberta farms and over 10,000 acres of regenerative hemp cultivation.

The initiative builds on Hempalta's existing verified success and aims to expand to 25,000 acres in Alberta, delivering high-durability carbon removal credits through the transformation of agricultural waste into biochar — a nature-based climate solution recognized for its permanence and co-benefits to soil health.

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Hempalta Corp. (TSXV: HEMP) ("Hempalta" or the "Company"), a Canadian-based provider of nature-based carbon credit solutions, today issued a corporate update outlining recent developments in its strategic transition.

Equipment Sale Update

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Hempalta Announces Participation in the 2025 Canadian Climate Investor Conference

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For a complete agenda of the conference and to register, see the conference website here: https://events.tsx.com/ccic/.

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Hempalta Corp. (TSXV: HEMP) ("Hempalta" or the "Company"), a Canadian-based innovator in nature-based carbon credits, today provided an update on its ongoing corporate transformation and operational milestones.

As part of its previously announced strategic shift to focus exclusively on its high-growth carbon credit business, Hempalta has completed the wind down and closure of its processing facility in Calgary. The facility has now been vacated and decommissioned.

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Hempalta Corp. Announces Financial Results for Three Months Ended December 31, 2024

Hempalta Corp. Announces Financial Results for Three Months Ended December 31, 2024

AgTech Company accelerates strategic focus on Industrial Hemp Carbon Credits business

Hempalta Corp. (TSXV: HEMP) ("Hempalta" or the "Company") has released its financial results for the three months ended December 31, 2024. The Company's unaudited interim condensed consolidated financial statements (the "Financial Statements") and related management's discussion and analysis (the "MD&A") for the three-month period are available on www.sedarplus.ca.

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Bitcoin Well Receives $0.5 Million Judgment Against Rapid Cash

(TheNewswire)

Bitcoin Well Inc.

Edmonton, Alberta June 18, 2025 TheNewswire - Bitcoin Well Inc. (" Bitcoin Well " or the " Company ") ( TSXV: BTCW; OTCQB: BCNWF ), Bitcoin Well Canada Ltd. (" Bitcoin Well Canada "), a wholly-owned subsidiary of the Company, has received a judgment from the Court of King's Bench of Alberta against Rapid Cash ATM Ltd. (" Rapid Cash " or " Rapid Cash ATM" ) in the amount of $541,988.88, plus costs in the amount of $9,988.15.

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VANCOUVER, Canada June 1 1, 2025 TheNewswire The Investing News Network (INN) has published a new sponsored INNspired article titled " Recycling Rare Earths: Path to Securing North American Supply Chains ," highlighting how technological innovation is reshaping the rare earth sector through sustainable recycling solutions.

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VANCOUVER, Canada June 1 0 2025 TheNewswire - The Investing News Network (INN) has published a new sponsored INNspired article titled " Recycling Rare Earths: Path to Securing North American Supply Chains ," highlighting how technological innovation is reshaping the rare earth sector through sustainable recycling solutions.

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On March 31, 2025, the Company closed the first tranche the Offering and issued 23,666,666 common shares at $0.015 per share for proceeds of $355,000. The proposed payments from the first tranche proceeds included $183,600 to pay the outstanding fees to non-arm's length creditors.

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NorthStar Gaming Announces Results of Annual Meeting and Grant of Equity Incentive Awards

NorthStar Gaming Announces Results of Annual Meeting and Grant of Equity Incentive Awards

NorthStar Gaming Holdings Inc. (TSXV: BET) (OTCQB: NSBBF) ("NorthStar" or the "Company") today announced the results of voting at its annual general and special meeting of shareholders held on May 26, 2025 (the "Meeting"). The Company also announced that its Board of Directors has approved the grant of equity incentive awards in the form of stock options, restricted share units ("RSUs") and deferred share units ("DSUs") pursuant to the Company's Equity Incentive Plan.

Each of the director nominees listed in the Company's management information circular dated April 23, 2025 (the "Circular") were re-elected as directors of the Company, including Vic Bertrand, Brian Cooper, Alex Latner, Dean Macdonald, Chris McGinnis, Michael Moskowitz, Sylvia Prentice, and Barry Shafran.

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NorthStar Gaming Reports First Quarter 2025 Results

NorthStar Gaming Reports First Quarter 2025 Results

Company Continues Its Record of Solid Revenue Growth and Margin Expansion

NorthStar Gaming Holdings Inc. (TSXV: BET) (OTCQB: NSBBF) ("NorthStar" or the "Company") today announced its financial results for the three months ended March 31, 2025. All dollar figures are quoted in Canadian dollars.

"We are pleased to begin 2025 with another quarter of strong year-over-year growth, with revenue increasing by 32% and gross margin up 58% over Q1 2024," said Michael Moskowitz, Chair and CEO of NorthStar. "At the same time, we continue to effectively manage our major operating expense items which are decreasing as a percentage of revenue. Our results are being driven in part by ongoing product and promotional innovations that reinforce our premium positioning."

Financial Highlights for the First Quarter Ended March 31, 2025 ("Q1 2025"):

  • Revenue1 was $7.8 million in Q1 2025, a 32% increase from $5.9 million in Q1 2024. Revenue in Q1 2025 includes $0.2 million of managed services revenue, which compares to $0.1 million in Q1 2024.
  • Gross Margin was $3.0 million, a 58% increase from $1.9 million in Q1 2024, while the Gross Margin percentage increased to 38.5%, up from 31.5% in Q1 2024.
  • Profit before marketing and other expenses1 was $0.6 million in Q1 2025 compared to a loss of $0.6 million in Q1 2024.
  • General and administrative expense was $2.4 million in Q1 2025, a decrease of 1% from Q1 2024, and represented 31% of revenue compared to 41% a year earlier.
  • Marketing expense of $4.1 million increased 11% over Q1 2024, and represented 52% of revenue compared to 62% in Q1 2024.

Recent Operating Highlights:

  • NorthStar recorded the highest customer retention rate in its history in Q1 2025, driven by its delivery of a superior customer experience, innovative promotions and a focus on high-value players through the NorthStar Elite program.
  • NorthStar increased the number of games offered on its Casino platform by 15% to more than 1,800 games during the first quarter.
  • NorthStar Bets Blackjack VZN went live on March 19, 2025. This innovative multiplayer Blackjack game has the feel of live Blackjack, and reinforces the Company's premium positioning through NorthStar Bets branding.
  • Integrated new product analytical tools to help us measure and track the player journey and accelerate product enhancements and development.
  • On March 20, 2025, NorthStar unveiled the new Spring Tournament Series with premium online tournaments spanning Live Blackjack, Slots and Sports betting. The series builds on innovations developed for last fall's NorthStar Blackjack Championship event.
  • On January 27, 2025, the Company announced that it entered into a credit agreement (the "Credit Agreement") in respect of a senior secured first lien term loan facility providing for loans in an aggregate principal amount of up to $43.4 million CAD (being the approximate equivalent of $30 million USD). The Company expects that the Credit Agreement will strengthen its balance sheet and enable it to accelerate its growth initiatives.

Outlook

"We anticipate another year of solid top line growth and margin expansion in 2025, supported by our recently strengthened balance sheet. Major expense items should continue to decline as a percentage of revenue as we realize further operating leverage through the scaling of the business," said Mr. Moskowitz. "We expect the managed services business to help drive revenue growth this year. Looking ahead, the Alberta government recently took another step forward in establishing a regulatory regime to become the second Canadian province to license online gaming as early as the end of this year, and we eagerly await further details."

Restatement of Results

The comparative results for the three months ended March 31, 2024 have been restated in the financial statements and management's discussion & analysis ("Q1 2025 MD&A") for the first quarter ended March 31, 2024 to include additional merchant fees and player bonus expenses which were not captured in the previously published financial statements (please see note 2 of the Financial Statements for the three months ended March 31, 2025).

Additional Information

For additional information, please refer to the Company's condensed consolidated interim financial statements for the three-month period ended March 31, 2025, and the corresponding management's discussion and analysis ("MD&A"). These documents are available on SEDAR+ at www.sedarplus.ca, and on the Company's corporate website at www.northstargaming.ca.

About NorthStar

NorthStar proudly owns and operates NorthStar Bets, a Canadian-born casino and sportsbook platform that delivers a premium, distinctly local gaming experience. Designed with high-stakes players in mind, NorthStar Bets Casino offers a curated selection of the most popular games, ensuring an elevated user experience. Our sportsbook stands out with its exclusive Sports Insights feature, seamlessly integrating betting guidance, stats, and scores, all tailored to meet the expectations of a premium audience.

As a Canadian company, NorthStar is uniquely positioned to cater to customers who seek a high-quality product and an exceptional level of personalized service, setting a new standard in the industry. NorthStar is committed to operating at the highest level of responsible gaming standards.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX Venture Exchange ("TSXV") nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

Non-IFRS Financial Measures

Throughout this document, management uses certain non-IFRS financial measures and supplementary financial measures to evaluate the performance of the Company. The term "Profit/(Loss) before marketing and other expenses" is a non-IFRS financial measure. This measure is not a recognized measure under International Financial Reporting Standards ("IFRS") and does not have a standardized meaning prescribed by IFRS and is, therefore, not necessarily comparable to similar measures presented by other companies. Rather, this measure is provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management's perspective and to discuss NorthStar's financial outlook. Accordingly, this measure should not be considered in isolation nor as a substitute for analysis of the Company's financial information reported under IFRS. We believe that securities analysts, investors and other interested parties frequently use non-IFRS measures, including industry metrics, in the evaluation of companies in our industry. Management also uses non-IFRS measures and industry metrics in order to facilitate operating performance comparisons from period to period, the preparation of annual operating budgets and forecasts and to determine components of executive compensation.

Operating Results

Marketing expenses are a key driver of the business but are completely discretionary. Management considers "Profit/(Loss) before marketing and other expenses" to be a good indication of the extent to which the business' Gross Margin is in excess of its overhead costs, and therefore offsetting some portion of marketing expenses, reflecting improving economies of scale.

$ Millions
(unaudited)
Three months ended
March 31,
2025
March 31,
2024
Revenue$ 7,849$ 5,930
Cost of Revenues4,8304,060
Gross Margin3,0191,870
General and administrative expenses2,4342,449
Profit/(Loss) before marketing and other expenses (1)585(579)
Marketing4,0973,688
Loss before other expenses (1)(3,512)(4,267)
Other expenses2,2882,554
Net loss$ (5,800)$ (6,821)

 

(1) These measures are not defined by IFRS, do not have standard meanings and may not be comparable with other industries or companies.

Beginning in Q1 2025, the Company is no longer disclosing the two non-IFRS measures Total Wagers and Gross Gaming Revenue. These measures no longer reflect the full scope of the Company's business, as both are recorded only in Ontario where the Company owns and operates the licensed iGaming platform Northstarbets.ca. Managed services revenues are generated outside of Ontario through services the Company provides to the Abenaki Council of Wolinak, which owns and operates the iGaming platform Northstarbets.com. As a result of the ongoing growth in the Company's managed services revenue, management believes revenue, gross margin and profit (/loss) before marketing and other expenses are more relevant measures of the Company's progress.

Cautionary Note Regarding Forward-Looking Information and Statements

This communication contains "forward-looking information" within the meaning of applicable securities laws in Canada ("forward-looking statements"), including without limitation, statements with respect to the following: expected performance of the Company's business, the Company's growth plans being fully funded, expansion into new markets and future growth opportunities, and expected benefits of transactions. The foregoing are provided for the purpose of presenting information about management's current expectations and plans relating to the future and allowing investors and others to get a better understanding of the Company's anticipated financial position, results of operations, and operating environment. Often, but not always, forward- looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. This forward-looking information is based on management's opinions, estimates and assumptions that, while considered by NorthStar to be appropriate and reasonable as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward- looking information. Such factors include, among others, the following: risks related to the Company's business and financial position; risks associated with general economic conditions; adverse industry risks; future legislative and regulatory developments; the ability of the Company to implement its business strategies; and those factors discussed in greater detail under the "Risk Factors" section of the Company's most recent annual information form, which is available under NorthStar's profile on SEDAR+ at www.sedarplus.ca. Many of these risks are beyond the Company's control.

If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking statements. Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in the forward-looking statements, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents NorthStar's expectations as of the date specified herein, and are subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

For further information: Company Contact:

Corey Goodman
Chief Development Officer
647-530-2387
investorrelations@northstargaming.ca

Investor Relations:

RB Milestone Group LLC (RBMG)
Northstar@rbmilestone.com

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