The Hempshire Group, Inc. Announces Settlement and Forbearance of Secured Indebtedness and Update on the Filing of 2023 Year-End Results

CALGARY, AB, May 21, 2024 /CNW/ - The Hempshire Group, Inc. (TSXV: HMPG) ("Hempshire" or the "Company") announces the closing of debt settlement and forbearance arrangements in respect of the C$821,520 principal amount and accrued interest outstanding pursuant to the 12% secured, non-convertible promissory notes ("Notes") issued on April 27, 2023 which matured on April 26, 2024.

Pursuant to debt settlement and forbearance agreements:

• Debt Settlement. Notes held by arm's length lenders representing total of C$610,800 principal amount and accrued interest have been satisfied in full through the issuance of 61,080,000 common shares of the Company at a deemed price of C$0.01 per share; and
  
  
• Forbearance. The arm's length and non-arm's length holders of the remaining C$210,720 of indebtedness under the Notes have agreed not to enforce their rights under the Notes until August 26, 2024 and to forgo any entitlement to any additional interest on the indebtedness during that period.

The shares issued pursuant to the debt settlement are subject to a four month hold period from the date of issuance.

The Company also provides an update with respect to the management cease trade order (the "MCTO") issued by the Alberta Securities Commission on May 9, 2204. The MCTO was issued in connection with the filing of its annual financial statements, management's discussion and analysis and related certifications for the financial year ended December 31, 2023 (collectively the "Annual Filings"). The MCTO does not affect the ability of shareholders who are not insiders of the Company to trade their securities.

The Company is working on the steps required to complete the Annual Filings and expects to file the Annual Filings by May 29, 2024.

The Company is providing this status update in accordance with the provisions of the Alternative Information Guidelines set out in National Policy 12-203 Management Cease Trade Orders.

The Company confirms as of the date of this news release that, except as disclosed in this news release, there has been no material change in the information contained in the announcement issued on May 1, 20224 and there is no other material information concerning the affairs of the Company that has not been generally disclosed.

The debt settlement remains subject to the final approval of the TSX Venture Exchange (the "TSXV").

About Hempshire

Hempshire formulates and markets its own proprietary brands under the MOUNTAIN® Smokes brand name, including MOUNTAIN® Originals hemp smokes with <0.3% THC.

Information about the Company's MOUNTAIN® Smokes line of hemp smokes can be found at the Company's ecommerce website at https://mountainsmokes.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly, and without limitation, this news release contains forward-looking statements and information concerning the anticipated filing of the financial statements.

Hempshire believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because Hempshire can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to inherent risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed.

SOURCE The Hempshire Group, Inc.

Tom Shuman, Chief Executive Officer, [email protected]