Mr. Randy Ko reports

HEMPSANA HOLDINGS LTD. (THE "CORPORATION" OR "HEMPSANA") ANNOUNCES RESTRUCTURED FINANCING

Hempsana Holdings Ltd. has entered into an agreement to restructure the previously announced investment in the corporation by Antosh Consulting Inc. into an equity issuance, following consultation with the Canadian Securities Exchange. Hempsana previously had entered into a convertible debt purchase agreement with the intent to borrow an aggregate principal amount of $900,000 pursuant to an unsecured convertible debenture. The initial agreement was entered into on May 11, 2023; however, the debenture was never issued to the investor, and no securities were issued pursuant to either the initial agreement or the debenture.

In lieu of proceeding with the initial agreement, Hempsana and the investor have entered into a subscription agreement for units of Hempsana pursuant to which the investor has agreed to purchase 30 million units of the corporation at a price of three cents per unit for a total purchase price of $900,000, by way of a private placement exemption from the prospectus requirement. Each unit is composed of one common share and one-sixth of one common share purchase warrant in the capital of Hempsana. The unit offering is expected to close on or about June 12, 2023.

Subject to the anti-dilution provisions that will be contained in the certificates governing the new warrants, each warrant will be exercisable to acquire one common share at a price of five cents per warrant share for a period of one year from the closing date. The warrants contain an acceleration clause whereby if Hempsana's common shares trade on a Canadian stock exchange at a volume-weighted average price of 10 cents or more for 10 consecutive trading days, Hempsana will have the right to accelerate the exercise period to a period ending at least 30 days from the date that notice of such acceleration is provided to the holders of the warrants.

The net proceeds from the sale of the units will be used to purchase additional production equipment, repayment of outstanding debt, payment of certain outstanding accounts payable and general working capital purposes, in the discretion of the corporation.

The units are being issued at a price lower than five cents per unit in reliance on Policy 6.2(c) of the Canadian Securities Exchange, based on the volume-weighted average price of the common shares for the previous 20 trading days (as determined by the CSE). Additionally, the sale of the units, and the common shares and the warrant shares issuable thereby, will result in the issuance of more than 100 per cent of the current number of issued and outstanding common shares of Hempsana. The listings committee of the CSE has approved the corporation's reliance on an exemption from the securityholder approval requirements in Policy 4.6(2) of the CSE, on the basis that Hempsana is in serious financial difficulty. Accordingly, the corporation will not hold a vote of the holders of common shares to approve the sale of the units.

The foregoing description of certain terms of the subscription agreement, the units and the warrant is qualified in its entirety by the terms and conditions set out in such agreement entered into between the corporation and the investor.

About Hempsana Holdings Ltd.

The corporation's business involves the manufacturing of major and minor cannabinoid derivatives and producing cannabis extracts for use in finished products, including flower, prerolls, topical creams, vape pens and other infused consumables. Hempsana's Health Canada standard processing licensed (and European Union good manufacturing practices compliant) facility provides the corporation with access to wholesale and retail channels in Canada and internationally. Hempsana currently offers a wide range of product formats, including topicals, tinctures, salves and vape pens, which can all be fortified with major and minor cannabinoids that are all manufactured by Hempsana.

We seek Safe Harbor.