Hoist Capital Corp. and The Hempshire Group, Inc. entered into a definitive merger agreement dated December 5, 2021 providing for a business combination transaction. Upon completion of the Transaction, the resulting issuer created from the combination of Hoist and Hempshire will be positioned to become a market leader of non-tobacco and non-nicotine smokable alternative products, and will continue the business currently carried on by Hempshire as a Tier 2 Life Sciences issuer under the policies of the Exchange. The Resulting Issuer will be led by the existing management team of Hempshire, consisting of the following individuals: Martin Marion (President, Chief Executive Officer and Director); Eric Starr (Chief Marketing Officer); and Tom Shuman (Chief Operating Officer). Upon completion of the Transaction, the Resulting Issuer's board of directors will be comprised of Martin Marion, Jeff Ragovin, Gail Hannon and Samuel Isaac.