Hempalta Corp. Announces Financial Results for Three Months Ended December 31, 2024

AgTech Company accelerates strategic focus on Industrial Hemp Carbon Credits business

Hempalta Corp. (TSXV: HEMP) (‘Hempalta’ or the ‘Company’) has released its financial results for the three months ended December 31, 2024. The Company’s unaudited interim condensed consolidated financial statements (the ‘Financial Statements’) and related management’s discussion and analysis (the ‘MD&A’) for the three-month period are available on www.sedarplus.ca.

Financial Results

As Hempalta sharpens its focus on the high-growth carbon credit market, the Company experienced a transition period in its financials during the last quarter.

• Cost of Sales for the three months ended December 31, 2024 decreased 38% to $84,162, compared to the same period in 2023, primarily due to lower production volumes and cost efficiencies as the Company streamlined its operations to align with its carbon credit focus.

• Net Loss for the three months ended December 31, 2024 was $432,281 ($0.00 per share), a 13% improvement over the same period in 2023, reflecting disciplined cost management and a one-time gain on debt settlement.

• General & Administrative Expenses for the three months ended December 31, 2024 increased 79% year over year, primarily due to transaction fees associated with acquiring the remaining 49.9% interest in Hemp Carbon Standard Inc. (‘HCS‘), as well as lower expense allocations to cost of goods sold due to decreased production activity.

Financial Position & Shareholder Support

As of December 31, 2024, Hempalta had $182,768 in cash and $287,726 in working capital.

While the Company completes its planned focus on HCS over the balance of the second quarter, major shareholders Darren Bondar and Prairie Merchant Corporation (the ‘Lenders‘) have extended a one-year term loan in the aggregate amount of $325,000 at 12% interest (the ‘Loan‘). In connection with the Loan, the Company will issue a loan bonus to the Lenders of an aggregate of 5,416,667 common share purchase warrants (the ‘Warrants‘), exercisable for a period of one year with an exercise price equal to $0.06 (the ‘Bonus‘). The Warrants are subject to a hold period under Canadian securities laws, expiring four months and one day from the date of issuance. The Loan and the Bonus are subject to the approval of the TSX Venture Exchange. This Loan provides additional working capital to support Hempalta’s growth in the carbon credit market.

As the Lenders are insiders of the Corporation, the issuance of the Warrants to the Lenders is considered to be a related party transaction within the meaning of Exchange policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security holders in Special Transactions (‘MI 61-101’). The Company intends to rely on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the Lender participation.

This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The 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, or for the account or benefit of, ‘U.S. persons,’ as such term is defined in Regulation S under the U.S. Securities Act, unless an exemption from such registration is available.

Industrial Hemp Carbon Credits Platform

With full ownership of HCS, Hempalta is now poised to scale a unique, low-cost carbon credit platform focused on industrial hemp. This milestone marks a pivotal step in the Company’s evolution toward becoming a leader in nature-based carbon removal solutions.

The demand for high-integrity carbon credits continues to rise as corporations seek solutions to meet their net-zero commitments. Industrial hemp offers a unique advantage in carbon sequestration due to its rapid growth cycle and ability to store CO2 both in biomass and soil.

HCS has pioneered a precision quantification methodology using remote sensing and AI-driven monitoring, ensuring the accurate measurement and verification of CO2 removal. The platform empowers industrial hemp farmers to monetize regenerative agriculture practices while providing corporate buyers with premium carbon credits backed by ISO 14064-2 certification.

By participating in the voluntary carbon market, industrial hemp farmers can diversify revenue streams while contributing to global climate action. The completion of the HCS acquisition enables Hempalta to:

• Expand its network of regenerative hemp farms
• Issue high-integrity carbon credits at scale
• Enhance verification standards for carbon removal
• Strengthen partnerships with corporate buyers seeking trusted, nature-based solutions

Outlook

Darren Bondar, President and Chief Executive Officer of Hempalta, said, ‘In our first years of operation, we focused on scaling industrial hemp processing and consumer packaged goods. As demand for sustainable solutions grows, we have shifted toward the rapidly expanding voluntary carbon market. Our acquisition of 100% of HCS solidifies our ability to offer scalable, high-integrity carbon credits with a low-capital model. By collaborating with farmers and corporate buyers, we are positioned to drive sustainability while generating long-term growth for Hempalta and our investors.’

To further align with this strategic shift, the Company is also marketing its turnkey hemp production facility and processing equipment, and exploring licensing opportunities for its CPG product lines.

Investor Updates

Investors can follow Hempalta’s journey as it pioneers high-integrity carbon removal solutions by subscribing to the mailing list for investor updates at www.hempalta.com where they can also view the latest corporate presentation and company announcements.

About Hempalta

Hempalta Corp. (TSXV: HEMP) is a nature-based carbon credit provider leveraging 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 agriculture practices. In addition to HCS, Hempalta Processing Inc. manages the Company’s established hemp-based product lines, which are available for licensing.

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 Company’s plans with respect to the HCS platform, including the scaling of such program; the integration of HCS positioning the Company to deliver premium-quality carbon credits efficiently to corporate buyers; fluctuations in the capital resources of the Company; the demand for carbon credits increasing; industrial hemp farmers being able to diversify their revenue streams by participating in the voluntary carbon market; the acquisition of HCS positioning the Company to tap into the expanding carbon credit market using a low-capital, scalable model; the Loan, the Bonus and the approval of the Exchange of both the Loan and the Bonus; the use of proceeds from the Loans; and the Company offering its turnkey hemp production facility and processing equipment for sale, while also exploring one-time licensing opportunities for its CPG 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 HCS acquisition and of the business of HCS; the anticipated benefits from offering its turnkey hemp production facility and processing equipment for sale, while also exploring one-time licensing opportunities for its CPG product lines; the ability of farms and sites currently signed up by HCS to grow hemp; required regulatory approvals; the ability of the Company to effect its proposed strategy and business plans; the approval of the Exchange with respect to the Loans and the Bonus; 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 benefits from the HCS acquisition, and the ownership and operation of the HCS business, will not be as anticipated; the risk that the Company will not be able to successfully offer the turnkey hemp production facility and processing equipment for sale, and if done successfully, the risk that the benefits therefrom will not be as anticipated; receipt of necessary regulatory approvals including the Exchange; 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 Company has limited financial resources and may require additional funds to continue operating; the Company may not generate sufficient revenue to maintain operations; the forecasts and models of the Company could be inaccurate; 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; the risk factors included in the Company’s other continuous disclosure available on SEDAR+ at www.sedarplus.ca; 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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