Hempalta Inc. entered into a non-binding letter of intent to acquire Trail Blazing Ventures Ltd. (TSXV:BLAZ.P) from Darren Bondar and others for CAD 9 million in a reverse merger transaction on October 11, 2023. Hempalta Inc. entered into a definitive amalgamation agreement to acquire Trail Blazing Ventures Ltd. from Darren Bondar and others for CAD 8 million in a reverse merger transaction on November 15, 2023. Pursuant to the proposed transaction, each issued and outstanding Hempalta Common Share and subscription receipt will be exchanged into one common share of resulting issuer on a 1:1 basis. It is expected that the outstanding common shares and options of Trail Blazing Ventures will be consolidated on a 1.7:1 basis. As part of the agreement, it is expected that 47,176,627 (on post-consolidation basis) Resulting Issuer Common Shares will be issued to the holders of HEMPALTA Shares. Additionally, HEMPALTA has an aggregate of CAD 565,000 in convertible debentures presently outstanding which are expected to convert into 3,531,250 (on post-consolidation basis) HEMPALTA Shares automatically in connection with the closing of the Transaction. On completion of the transaction, the current shareholders of TBV are expected to hold an aggregate of approximately 23,529,412 (on post-consolidation basis) Resulting Issuer Common Shares, representing approximately 28.43% of the minimum number of Resulting Issuer Common Shares and approximately 25.08% of the maximum number of Resulting Issuer Common Shares. The current shareholders of HEMPALTA would hold an aggregate of 50,707,877 (on post-consolidation basis) Resulting Issuer Common Shares, representing approximately 61.27% of the minimum number of Resulting Issuer Common Shares and approximately 54.04% of the maximum number of Resulting Issuer Common Shares. In connection with the amalgamation, it is intended that TBV will be renamed to "Hempalta Corp." (the "Resulting Issuer") and is expected to trade under the symbol "HEMP". Concurrent with the completion of the transaction, it is expected that certain directors and officers of TBV will resign and the directors and officers of the Resulting Issuer will be as follows; Darren Bondar, as President, Chief Executive Officer and Director; Craig Steinberg, as Director; L. Russell Wilson, as Director; Adrian Stokes, as Director and Michael Ginevsky, as Corporate Secretary. Candace Ryan will be Chief Financial Officer and Dan Balaban as a Director of the resulting issuer.

The transaction will be subject to approval of the minority shareholders of Trail Blazing Ventures, regulatory approvals, the approval of the Exchange, approval of the transaction by the boards of directors of Trail Blazing Ventures and Hempalta, satisfactory completion of due diligence, completion of the private placement and execution of the definitive agreement. TBV and HEMPALTA anticipate closing the Transaction in mid to late January 2024. As of February 14, 2024, Trail Blazing Ventures announced that the Exchange conditionally accepted the Qualifying Transaction between HEMPALTA and Trail Blazing Ventures. The closing of the Qualifying Transaction is anticipated to take place on or about March 19, 2024.

Hempalta Inc. completed the acquisition of Trail Blazing Ventures Ltd. (TSXV:BLAZ.P) from Darren Bondar and others in a reverse merger transaction on March 19, 2024.