Hempalta Corp. Announces Enhanced Strategic Focus on Carbon Credit Business and Non-Brokered Private Placement

Strategic Focus on Nature-Based Carbon Credit Solutions
Through Hemp Carbon Standard

Proposed non-brokered private placement of up to 30,000,000 units
at $0.05 per unit for aggregate gross proceeds of up to $1,500,000

Hempalta Corp. (TSXV: HEMP) (‘Hempalta’ or the ‘Company’) today announced an enhanced strategic focus on nature-based carbon credit solutions. As part of this focus, the Company will transition its operations to prioritize premium hemp-derived carbon credits through its subsidiary, Hemp Carbon Standard Inc. (‘HCS’), while continuing to manage its intellectual property and product lines under Hempalta Processing Inc.

In addition, the Company announced a proposed non-brokered private placement of up to 30,000,000 units of the Company (‘Units‘) at a price of $0.05 per Unit for aggregate gross proceeds of up to $1,500,000 (the ‘Private Placement‘). Each Unit will consist of one common share (‘Common Share‘) and one-half of one common share purchase warrant, with each full warrant (‘Warrant‘) being exercisable to purchase one Common Share at a price of $0.10 for two years from the date of issuance.

Highlights of Enhanced Focus on Carbon Credit Business

Hemp Carbon Standard

• A wholly owned subsidiary dedicated to developing and managing the scientific methodologies, farmer onboarding, and validation frameworks for hemp-based carbon credits. HCS plans to ensure transparency and integrity in measuring, verifying, and issuing high-quality credits that meet global market demand.

Hempalta Processing Inc.

Non-Brokered Private Placement

The Company intends to complete the Private Placement pursuant to available prospectus exemptions. The use of proceeds from the Private Placement is dependent on the final amount raised and will be used to: scale the HCS platform, to market carbon credits to corporate buyers, for general working capital and to pay the expenses of the Private Placement.

The Company may pay finders’ fees to eligible finders, in accordance with applicable securities laws and the policies of the TSX Venture Exchange (‘TSXV‘). The Private Placement is subject to approval of the TSXV, and all securities issued under the Private Placement will be subject to statutory hold periods expiring four months and one day from the date of issuance.

Comments from Management

‘Placing a direct strategic focus on our carbon credit business marks an important evolution for our company,’ said Darren Bondar, President and CEO of Hempalta. ‘The $1.5 million private placement at $0.05 per Unit offers investors an opportunity to support the next phase of our journey. We’re excited to focus on the scalable, low-capital potential of carbon credit solutions, while continuing to nurture our established product lines through Hempalta Processing Inc. This strategy aligns with global sustainability goals and positions us to capitalize on the growing market for nature-based climate solutions.’

Strategic Rationale

With global demand rising for verifiable carbon offset solutions, Hempalta is uniquely positioned to leverage industrial hemp’s carbon sequestration potential. Going forward the Company aims to:

1. Provide Credible Carbon Credits: Aligning HCS with recognized standards, third-party verifiers, and remote sensing technology to realize maximum benefits of hemp-based offsets.
2. Expand Farmer Participation: Incentivizing regenerative industrial hemp cultivation through robust revenue-sharing models tied to carbon credit issuance.
3. Enhance Stakeholder Value: Focusing on generating high-margin, recurring carbon credit sales, which are intended to drive long-term growth.

Next Steps & Corporate Outlook

The Company believes these efforts can facilitate a transition beneficial for existing shareholders, aligning them with an evolving revenue model that taps into nature-based carbon credits.

Investor Updates

You can stay updated on Hempalta’s operating developments and investor announcements by subscribing to the mailing list on the Investor Relations website page. An updated version of the Company presentation is also available on the website.

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’, ‘aims’, ‘intends’ 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 enhancement of the strategic focus on the nature-based carbon credit solutions; the transition of the Company’s operations to prioritize premium hemp-derived carbon credits through its subsidiary HCS; the Company’s plans and intentions with respect to the proposed operations of HCS, including its aims to provide credible carbon credits, expand farmer participation and enhance stakeholder value, and the expected benefits and results thereof; the Company’s plans and intentions with respect to the proposed operations of Hempalta Processing Inc., including the offering of key product lines for licensing, the ceasing of active processing operations and the marketing and sale of pre-processed products, and the expected benefits and results thereof; the Private Placement, including the proposed use of proceeds thereof; and the Company’s pursual of strategic partnerships, the marketing of its turnkey hemp production facility and processing equipment, and the entertaining of licensing proposals to advance its product lines. 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 business of HCS; the anticipated benefits from marketing the processing equipment; the ability of farms and sites currently signed up by HCS to grow hemp; the Private Placement and the ability of the Company to raise the anticipated proceeds under the Private Placement; the Company using the proceeds of the Private Placement as currently anticipated; required regulatory approvals; the ability of the Company to effect its proposed strategy and business plans; and the ability of HCS to sell carbon removal credits through the Voluntary Credit Market. 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 Company will not be able to effect the proposed focus on the carbon credit business as anticipated or at all, and the risk that the carbon credit business will not yield benefits as anticipated or at all; regulatory requirements, including any requirements of the TSXV; the risk that the Company will not be able to effect the sale of the processing equipment and the risk that the sale will not yield the benefits as anticipated or at all; delays in obtaining or failure to obtain required regulatory approvals for the Private Placement; the risk that the Private Placement will not be completed as anticipated or at all, including inability to raise proceeds under the Private Placement; the inability of the Company to utilize the anticipated proceeds of the Private Placement as anticipated; risks associated with general economic conditions; conditions in the carbon credit markets; adverse industry events; the risk that the Company will not be able to successfully market the hemp production facility and processing equipment, and if done successfully, the risk that the benefits therefrom will not be as anticipated; delays or changes in the Company’s plans with respect to HCS and Hempalta Processing Inc.; 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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