Hempalta closes financing tranche, appoints new auditor

Executive Summary

• Hempalta Corp. closed the first tranche of its non-brokered private placement, raising $100,000 in gross proceeds to support working capital and nature-based carbon initiatives.
• The company completed significant debt settlement transactions, issuing over 12 million shares to settle approximately $340,700 in indebtedness, including substantial issuances to insiders and legal counsel.
• The company announced a change of auditor to Davidson & Company LLP, appointed two new directors, and granted six million stock options as part of its governance refresh.

Key Details

• Private Placement Closing:
  • Gross proceeds raised: $100,000.
  • Unit price: $0.02 per unit.
  • Unit composition: One common share and one-half of one common share purchase warrant.
  • Warrant terms: Each whole warrant allows acquisition of one common share at an exercise price of $0.05.
  • Warrant expiry: 24 months from issuance, with an acceleration clause allowing expiry 30 days after notice if the share price equals or exceeds $0.20 for five consecutive trading days.
  • Use of proceeds: Working capital, advancement of nature-based carbon initiatives, and strengthening the balance sheet.
• Debt Settlement Transactions:
  • Total indebtedness settled: $340,696.86.
  • Total shares issued: 12,034,843 common shares.
  • Deemed price per share: $0.02.
  • Insider issuances:
    • Darren Bondar (Director/Officer): 5,000,000 shares.
    • Prairie Merchant Corp. (Insider): 4,169,731 shares.
  • Non-insider issuance: 2,865,112 shares issued to legal counsel.
  • Regulatory status: Classified as related party transactions under MI 61-101; exempt from formal valuation and minority shareholder approval as fair market value of debt is less than 25% of market capitalization.
  • Hold period: 4 months and 1 day statutory hold.
• Consultant Warrants:
  • Issuance: 1,000,000 common share purchase warrants.
  • Purpose: Compensation for strategic advisory services.
  • Exercise price: $0.02 per share.
  • Expiry: 24 months from issuance.
• Change of Auditor:
  • Outgoing auditor: Geib & Company.
  • Incoming auditor: Davidson & Company LLP.
  • Effective date: December 19, 2025.
  • Reportable events: None; no disagreements or reservations from outgoing auditor.
• Board and Options:
  • New directors: Two appointed effective December 19, 2025 (subject to TSXV acceptance).
  • Stock options granted: 6,000,000 total.
  • Option recipients: 5,000,000 issued to directors and officers.
  • Exercise price: $0.02 per share.
  • Expiry: 5 years from date of grant.