Hempalta Announces Closing of First Tranche of Private Placement, Debt Settlements, Change of Auditor, Board of Directors Changes and Grant of Stock Options

Executive Summary

• Hempalta closed the first tranche of its non‑brokered private placement, raising $100,000 in gross proceeds at $0.02 per unit.
• The company settled $340,696.86 of outstanding debt by issuing 12,034,843 common shares to creditors and insiders (including 5 M shares to director Darren Bondar).
• Additional corporate actions include issuance of 1,000,000 advisory warrants, appointment of two new directors with a grant of 6,000,000 stock options, and a change of auditor from Geib & Company to Davidson & Company LLP.

Key Details

• Private Placement – First Tranche
• Gross proceeds: $100,000
• Unit price: $0.02 per unit (1 common share + ½ warrant)

• Warrant terms: Exercise price $0.05, exercisable for 24 months; acceleration possible if share price ≥ $0.20 for five consecutive trading days.

• Use of Proceeds

• Working capital, advancement of nature‑based carbon initiatives, and balance‑sheet strengthening.

• Debt Settlement Transactions

• Total indebtedness settled: $340,696.86
• Shares issued: 12,034,843 at a deemed price of $0.02 per share (full settlement).
• Allocation of shares:
  • 9,169,731 to insiders – 5 M to director/officer Darren Bondar; 4,169,731 to Prairie Merchant Corporation.
  • 2,865,112 to the company’s legal counsel.
• Transactions qualify as related‑party transactions exempt from MI 61‑101 valuation and minority approval thresholds (≤25 % of market cap).

• Shares subject to statutory hold period of four months and one day and pending TSX Venture Exchange acceptance.

• Consultant & Strategic Advisor Warrants

• 1,000,000 common share purchase warrants issued as compensation.

• Exercise price: $0.02 per share; term: 24 months; subject to statutory hold periods and exchange acceptance.

• Auditor Change

• New auditor: Davidson & Company LLP, effective December 19, 2025.

• Change approved by the board; no disagreements or reservations noted in prior auditor’s reports.

• Board of Directors Update & Stock Options Grant

• Two new directors appointed (effective December 19, 2025).
• Stock options granted: 6,000,000 total, with 5,000,000 issued to directors and officers.
• Option exercise price: $0.02 per share; expiration: 5 years from grant date.

Notable Quotes

No direct quotes were included in the release.