Hempalta Corp. Completes 100% Acquisition of Hemp Carbon Standard, Expanding Company's Leadership in Hemp Carbon Credits

Acquisition strengthens Hempalta's capacity to scale carbon credit solutions while establishing strategic foundation for advancing biochar expansion initiatives

Hempalta Corp. (TSXV: HEMP) ("Hempalta" or the "Company") today announced its acquisition of the remaining 49.9% of Hemp Carbon Standard Inc. ("HCS"), granting Hempalta full ownership of the carbon credit platform.

Transaction Details

The transaction includes the acquisition of 20,399,999 Class A common voting shares of HCS held by Climafi Ltd. ("Climafi") (the "Acquisition") for the following aggregate consideration: (i) a C$90,000 cash payment to Climafi on the closing date (the "Closing Cash Payment"); (ii) subject to certain terms and conditions, a potential earnout of C$75,000 in the event that HCS sells the remaining 2023 carbon credits prior to September 30, 2025 for aggregate consideration to HCS of not less than US$359,050 (the "First Earnout"); and (iii) subject to certain terms and conditions, a potential earnout of C$335,000 in the event that HCS sells its 2024 carbon credits prior to September 30, 2025 for aggregate consideration to HCS of not less than US$1,250,000 (the "Second Earnout"). No finders' fees are payable in connection with the Acquisition.

With the Acquisition, Hempalta further solidifies its ability to deliver high-integrity carbon credits derived from industrial hemp farming. The Company now has full operational control of HCS's proprietary methodologies and technology for measuring, reporting, and verifying carbon credits. This enables Hempalta to scale its sustainability payment program globally and maximize the value offered to farmers, landowners, and corporate buyers.

"The acquisition of 100% of Hemp Carbon Standard marks a significant milestone for us to lead the hemp carbon credit industry," said Darren Bondar, President and CEO of Hempalta. "Full ownership allows us to streamline operations, strengthen our technology platform, and provide even greater value to our partners and investors with this low capex, highly scalable platform, while continuing to help farmers and corporate buyers reduce their carbon footprints."

Strategic Benefits of Full Ownership

The Acquisition strengthens Hempalta's ability to expand its reach in the voluntary carbon market ("VCM"). Through its exclusive methodologies, HCS empowers industrial hemp farmers to monetize carbon removal credits, helping them adopt sustainable practices while driving global carbon reductions.

With demand for nature-based carbon removal solutions rising among corporate buyers, Hempalta's integration of HCS's platform will ensure the Company can scale its offerings and continue delivering high-quality credits.

In 2024, HCS saw a 337% increase in total acres under management compared to the previous year, managing 13,556 acres across Canada, the U.S., and multiple international markets. HCS expects to have approximately 50,000 credits certified from the 2024 growing season. Full control of HCS will allow Hempalta to grow these numbers even further, ensuring its customers benefit from robust, certified carbon credit solutions.

Biochar Initiatives

Hempalta has recently added biochar to its suite of hemp-based products. The Company has launched Biochar.ca to market this new product, which is available for consumer purchase online through Amazon.ca and Lowes.ca and for commercial buyers by contacting Hempalta directly. Biochar, created through pyrolysis, not only enhances soil health but also generates high-value carbon credits. Hempalta is also exploring strategic alternatives for high-capacity, larger-scale production of biochar.

About Hempalta

Hempalta Corp. (TSXV: HEMP) is a publicly traded agricultural technology company listed on the TSX Venture Exchange, focused on harnessing the immense potential of hemp.

Hempalta utilizes advanced agricultural technology to process industrial hemp at scale. 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, Alberta. The Company also participates in the global hemp carbon credit industry through its 100% ownership of Hemp Carbon Standard Inc.

The Company is led by passionate advocates for industrial hemp who have years of operations, manufacturing, marketing, consumer packaged goods, and retail sales experience. Hempalta 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. Learn more at www.hempalta.com.

HEMP TO BETTER THE PLANET™

For more information, please contact:

Darren Bondar
Chief Executive Officer

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," 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 satisfaction of the conditions to, and the potential payment of, the First Earnout and the Second Earnout in connection with the Acquisition; the Acquisition enabling the Company to scale its sustainability payment program globally and maximize the value offered to farmers, landowners, and corporate buyers; the Acquisition allowing the Company to streamline operations, strengthen its technology platform, and provide even greater value to its partners and investors while continuing to help farmers and corporate buyers reduce their carbon footprints; the Acquisition strengthening the Company's ability to expand its reach in the VCM; the Company's integration of HCS's platform ensuring that the Company can scale its offerings and continue delivering high-quality credits; the Company's ability to monetize carbon credit sales following the completion of the Acquisition; the total acres under management; the Company exploring strategic alternatives for high-capacity, larger-scale production of biochar; and the expectation of the Company of having 50,000 credits certified from the 2024 growing season and full control of HCS allowing the Company to grow these numbers even further. Such forward-looking information is based on various assumptions and factors that may prove to be incorrect, including, but not limited to, factors and assumptions with respect to: the ability of the Company to successfully implement its strategic plans and initiatives and the expected benefits therefrom in connection with the Acquisition; the ability of farms and sites currently signed up by HCS to grow hemp; and the ability of HCS to sell carbon removal credits through the VCM. 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: risks associated with general economic conditions; conditions in the carbon credit markets; the risk that the benefits from the Acquisition will not be as anticipated; risks associated with industrial facilities in Calgary, Alberta; adverse industry events; the risk that farms and sites currently signed up by HCS will not grow or be able to grow industrial hemp as anticipated or at all; the risk that HCS may not be able to sell carbon removal credits as anticipated or at all; adverse weather conditions affecting the growth of hemp; future legislative, tax, and regulatory developments; and the ability of management to execute its business strategy, objectives, and plans. 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.

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