March 19, 2024 5:00 PM EDT | Source: Hempalta Corp.
Calgary, Alberta--(Newsfile Corp. - March 19, 2024) - Hempalta Corp. (TSXV: BLAZ.P) (formerly Trail Blazing Ventures Ltd.) ("HEMPALTA" or the "Company") is pleased to announce that it has completed its previously announced acquisition (the "Transaction") 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 "TSXV"), the Company Shares (as defined herein) are expected to commence trading on the TSXV 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 TSXV) and was completed according to the terms of an amalgamation agreement dated November 15, 2023 (the "Amalgamation Agreement"), 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 TSXV has conditionally approved the listing of the issued and outstanding common shares of the Company (the "Company Shares").
Prior to the completion of the Transaction, the Company: (i) completed a consolidation on the basis of one (1) post-consolidation Company Share for every 1.7 pre-consolidation 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 ("Target Shares") 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 ("Broker Warrants") which were issued in connection with the Subscription Receipt Financing (as defined herein); and (iv) stock options exercisable to acquire 4,700,000 Company Shares were issued in exchange for the outstanding stock options of the Target.
As disclosed in the Company's press release dated January 22, 2024, the Company and the Target completed a brokered private placement (the "Subscription Receipt Financing") 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 $0.17 per share.
Prior to the completion of the Transaction, each of the 6,649,821 Subscription Receipts were 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 February 13, 2024 (the "Circular"), prepared in connection with the Transaction and in accordance with Policy 2.4 of the TSXV, certain of the Company Shares are subject to escrow requirements in accordance with TSXV Policy 5.4 – Escrow, Vendor Considerations and Resale Restrictions, pursuant to the value security escrow agreement (the "Escrow Agreement"). Under the terms of the Escrow Agreement, 10% of such escrowed securities will be released, upon the issuance of the final bulletin of the TSXV (the "Bulletin"), with subsequent 15% releases occurring on each of the 6, 12, 18, 24, 30 and 36 months following the Bulletin, respectively.
Auditors
Geib & Company, the auditors of the Company prior to the completion of the Transaction, will remain as auditors 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 above) is available in the Circular. The Circular is available under the Company's profile on SEDAR+ at www.sedarplus.ca. 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 Corp. 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. 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
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Neither the 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.
Cautionary Note Regarding Forward-Looking Statements
This press release contains information and statements that constitute "forward-looking information". Such forward-looking information involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking information.
Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking information. The forward-looking information in this press release include: information relating to timing for the commencement of trading of the Company Shares on the TSXV; the Company's receipt of the final approval of the TSXV; and the processing and sale of hemp products. Such statements and information reflect the current view of the Company. By their nature, forward-looking information involve known and unknown risks, uncertainties and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Additional risks include those disclosed in the Circular, which are incorporate herein by reference and are available through SEDAR+ at www.sedarplus.ca.
The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, are subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Except as required by applicable securities laws, forward-looking information contained herein speak only as of the date on which they are made and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The Company's securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
