Mr. Darren Bondar reports

HEMPALTA CORP. ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE KEY STAKE IN HEMP CARBON STANDARD INC.

Further to the strategic alliance agreement, dated Oct. 15, 2023, Hempalta Corp. has exercised its option to acquire a controlling interest in Hemp Carbon Standard Inc. (HCS). In connection with the exercise of the Option, the Company has entered into a definitive share purchase agreement (the "Agreement") among HCS, Climafi Limited ("Climafi"), and the Company, pursuant to which HEMPALTA will acquire 50.1% of the outstanding shares of HCS from Climafi (the "Transaction").

HCS carries on a business of providing an end-to-end solution to obtain high integrity carbon credits from industrial hemp farming and ancillary activities relating thereto. HCS has certain methodologies and technology to effectively monitor, report, and verify carbon credits derived from growing and processing industrial hemp. HCS has developed a sustainability payment program (the "Program") with the objective of creating a payment and co-funding mechanism for farmers, landowners, processors, and other entities ("Participants") to enable their transition towards sustainable agricultural practices. The Program utilizes certified methodologies to quantify, monitor, and verify the CO2 sequestration achieved by a Participant.

The purchase price for the Transaction (and the exercise of the Option) shall be structured as follows: i) a cash payment of $40,000 to Climafi; and (ii) an aggregate of $2,000,000 in common shares of HEMPALTA ("Hempalta Shares") which are issuable at $0.16 per Hempalta Share, for an aggregate issuance of 12,500,000 Hempalta Shares to the shareholders of Climafi. Assuming all conditions in the Agreement are met or waived, it is anticipated that the closing of the Transaction will occur on or around April 30, 2024.

The Transaction is an arm's length transaction and no finder's fees are payable in connection with the Transaction. The Transaction remains subject to several closing conditions including and not limited to the approval of the TSXV Venture Exchange.

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.(TM)

About Hemp Carbon Standard

Hemp Carbon Standard (HCS) is leading the charge in environmental innovation by harnessing the natural carbon sequestration properties of industrial hemp to address climate change. HCS creates and distributes HCS Carbon Certificates across various categories, including regenerative practices, biochar, and biomass burial, certifying the capture and long-term storage of carbon dioxide-from a decade up to centuries-through sustainable hemp farming practices. These practices are designed not just to mitigate carbon emissions but also to enhance soil health and biodiversity. Through partnerships with farmers and other participants and corporate buyers, HCS is dedicated to advancing a more sustainable economy and shifting agricultural methods towards greater sustainability, demonstrating that environmental stewardship can align seamlessly with economic growth. Learn more at https://hempcarbonstandard.org.

We seek Safe Harbor.