Qualifying Transaction
On March 19, 2024, the Company completed the acquisition of all of the issued and outstanding securities of Hempalta Inc. (the "Transaction"). The Transaction constituted the Company's "Qualifying Transaction" (as defined by Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange) and was completed according to the terms of an amalgamation agreement dated November 15, 2023, pursuant to which, among other things, the Company acquired all of the issued and outstanding securities of Hempalta Inc. by way of a three-cornered amalgamation with a wholly owned subsidiary of the Company under the Business Corporations Act (Alberta). Prior to the completion of the Transaction, the Company: (i) completed a consolidation on the basis of one (1) post-consolidation common share of the Company for every 1.7 pre-consolidation common share of the Company; and (ii) changed its name from "Trail Blazing Ventures Ltd." to "Hempalta Corp.".
Accordingly, the current period and comparative figures in the Financial Statements and MD&A are reflective of Hempalta Corp.'s operating activities, and should be read in conjunction with the audited financial statements for the years ended September 30, 2023 and 2022 for each of the Company (under its previous name, Trail Blazing Ventures Ltd.) and Hempalta Inc., which can be found on www.sedarplus.ca
Quarterly Financial Results
The Financial Statements and MD&A represent the initial financial reporting shared for Hempalta Corp.
- Revenue for the three months ended March 31, 2024 was $131,486, a 30% increase compared to the same period in 2023. Revenues for the six months ended March 31, 2024 was $251,307, a 26% increase compared to the same period in 2023. There increases are due to the Company expanding production of hemp-based commercial and consumer products and expanding its distribution channels.
- Cost of sales for the three months ended March 31, 2024 was $141,424, a 22% increase compared to the same period in 2023. Cost of sales for the six months ended March 31, 2024 was $276,671, a 42% increase compared to the same period in 2023. Contributing factors to the increased cost of sales were raw material costs, labour costs, cost of freight for goods to retailers, production supplies, and higher maintenance and repair costs.
- Net loss for the three months ended March 31, 2024 was $512,461 or $0.01 per share, a 5% increase compared to the same period in 2023. Net loss for the six months ended March 31, 2024 was $1,009,410 or $0.02 per share, a 15% increase compared to the same period in 2023. These increases are primarily based on higher general and administration costs due to the going public process and higher labour costs due to employee additions.
- Net general and administrative expenses increased 20% and 19% for the three and six months ended March 31, 2024 compared to the same periods in 2023. These increases are primarily due to higher filing and listing fees and accounting and legal costs related to the Transaction as well as higher labour costs due to employee additions.
- At March 31, 2024, the Company had cash of $2,694,707 and working capital of $2,712,780.
Recent Acquisition of Hemp Carbon Credits Platform
On October 15, 2023, Hempalta Inc. entered into a strategic alliance agreement (the "Strategic Alliance Agreement") with Climafi Limited ("Climafi") and Hemp Carbon Standard Inc. ("HCS"), which has developed proprietary methodologies to monitor, report, and verify carbon credits derived from growing and processing industrial hemp. Hempalta Inc. was granted an exclusive ten-year license to commercialize the assets, methodology, and technology owned by HCS, including intellectual property in Alberta and Saskatchewan.
On May 1, 2024, further to the Strategic Alliance Agreement, the Company acquired a controlling interest of 50.1% in HCS (the "HCS Transaction"). The HCS Transaction was completed by way of a share purchase agreement dated April 15, 2024 among HCS, Climafi, and the Company. Pursuant to the HCS Transaction, Climafi received: (i) a one-time cash payment of $40,000; and (ii) an aggregate of 12,500,000 common shares of the Company ("Shares"), issued to Climafi and its shareholders at a deemed price of $0.16 per Share.
The completion of the HCS Transaction marks a significant milestone in Hempalta's focus on sustainable business practices and is expected to provide the Company with an additional revenue stream to its consumer packaged goods and commercial products divisions.
HCS operates a financial incentive program that rewards industrial hemp farmers on their sustainable carbon farming journey. HCS's work is rooted in their mission to create a positive climate impact for future generations, while continuing to provide the benefits of the added value that comes from processing hemp into a wide array of products.
Industrial Hemp Carbon Credits
As companies seek to reduce their carbon footprint and mitigate climate change, the demand for carbon credits is increasing. Industrial hemp possesses the capacity to absorb substantial amounts of carbon dioxide ("CO2") during its rapid growth cycle. HCS has pioneered the generation of carbon credits derived from the industrial hemp crop life cycle.
HCS's precision quantification methodology leverages cutting-edge remote sensing technology, ensuring the accurate measurement of CO2 removal within the biomass of the industrial hemp crop and associated topsoil. This approach guarantees transparency and integrity in carbon accounting and helps corporate buyers of HCS carbon credits to achieve their sustainability goals. By participating in the Voluntary Carbon Market (the "VCM"), industrial hemp farmers can diversify their revenue streams and make meaningful contributions to climate change mitigation.
HCS was established in 2023 and began monitoring 15 farms, 45 sites, and 1,380 hectares (3,410 acres) in Canada, the United States, Ukraine, and Spain, which resulted in the sequestering and removing of 12,354 tonnes of CO2 from the atmosphere and creating an equal amount of high-integrity, nature-based carbon removal credits.
For 2024, HCS has signed up 30 farms so far, over 100 sites, and 4,569 hectares (11,290 acres) in Canada, the United States, Ukraine, the United Kingdom, Spain, and Portugal, which is forecast to result in the removal of over 45,000 tonnes of CO2 from the atmosphere, creating an equal amount of high-integrity, nature-based carbon removal credits which the Company plans to sell through the VCM.
Outlook
Darren Bondar, Hempalta's President and Chief Executive Officer, said, "Our mission at Hempalta is to be at the forefront of the next evolution in agriculture by harnessing the immense potential of industrial hemp. We've been doing this by utilizing advanced agricultural technology to process hemp at scale to produce a range of hemp-based commercial and consumer products. We've now added a global hemp carbon credit platform that will enable us to seek out new markets worldwide and participate in the growing carbon credit marketplace. We look forward to investors supporting our growth strategy and participating in our publicly traded enterprise."
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About Hempalta
Hempalta Corp. (TSXV: HEMP) is an agricultural technology company focused on harnessing the immense potential of hemp. The Company is pioneering the global hemp carbon credit industry and utilizing advanced agricultural technology to process industrial hemp at scale. Hempalta is the first company in Canada to introduce the creation and sale of hemp carbon removal credits in the Voluntary Carbon Market and offer corporate buyers the opportunity to secure such credits through its controlling interest in Hemp Carbon Standard Inc. Hempalta'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, Alberta. 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:
Hempalta Corp.
Darren Bondar
President and Chief Executive Officer
Email: info@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", "anticipated", "plans", "forecasted" 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 completion of the HCS Transaction being expected to provide the Company with an additional revenue stream to its consumer packaged goods and commercial products divisions; the Company's anticipated benefits from the HCS Transaction; the ability of the Company to monetize carbon credits with HCS; the demand for carbon credits increasing; and the forecasted removal of over 45,000 tonnes of CO2 from the atmosphere resulting from the farms and sites signed up by HCS so far, the creation of an equal amount of high-integrity, nature-based carbon removal credits, and the plans of the Company to sell such carbon removal credits through the VCM. 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; the anticipated benefits of the HCS Transaction; the ability of farms and sites currently signed up by HCS to grow hemp; and the ability of the Company 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: the risk that the benefits from the HCS Transaction will not be as anticipated; risks associated with general economic conditions; conditions in the carbon credit markets; 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 the Company 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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