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.

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