ACQUISITION OF COMMON SHARES AND WARRANTS OF THE HEMPSHIRE GROUP, INC. BY DANIEL IANNOTTE

CALGARY, AB, Nov. 3, 2022 /CNW/ - Pursuant to the early warning requirements of applicable Canadian securities laws, Daniel Iannotte ("Acquiror") reports that the Acquiror holds an aggregate of (i) 27,643,035 common shares ("Common Shares") in the capital of The Hempshire Group, Inc. ("Hempshire" or the "Company"), and (ii) 157,895 Common Share purchase warrants ("Warrants"). Each Warrant entitles the holder thereof to one Common Share at an exercise price equal to $0.48 per Common Share, and may be exercised at any time prior to June 24, 2024.

On June 24, 2022, the Company completed a reverse takeover transaction pursuant to which: (i) Hoist Capital Corp. ("Hoist"), a capital pool company under Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange, acquired each issued and outstanding common share in the capital of The Hempshire Group Inc. ("Hempshire U.S."), a Wyoming corporation, including the shares issued pursuant to the Private Placement (as defined below), in exchange for the issuance of 5.0 common shares in the capital of Hoist (after giving effect to a concurrent consolidation of the Hoist shares at a ratio of one post-consolidation Hoist share for every four (4) pre-consolidation Hoist shares); and (b) Hoist and Hempshire U.S. completed a business combination which constituted Hoist's Qualifying Transaction, as such term is defined under Policy 2.4 of the Exchange (collectively, the "Transaction").

In connection with the Transaction, Hempshire U.S. completed a private placement financing of units, consisting of common shares and warrants, for gross proceeds of approximately $3.5 million (CDN $4.5 million) (the "Private Placement").

After giving effect to the Transaction, the Acquiror acquired 157,895 Common Shares and 157,895 Warrants for cash pursuant to the Private Placement. Prior to the Transaction and Private Placement, the Acquiror held no securities of Hoist Capital Corp., predecessor to the Company. The remaining Common Shares were issued to the Acquiror as a legacy shareholder of Hempshire US pursuant to the Transaction.

Immediately following the completion of the Private Placement and Transaction, Acquiror beneficially owned or controlled, directly or indirectly, 27,643,035 Common Shares and 157,895 Warrants pursuant to the Private Placement, representing 34.7% (on a non-diluted basis) and 22.8% (on a fully diluted basis) of the voting securities of the Company.

Acquiror acquired the Common Shares and Warrants for investment purposes and may, in the future, increase or decrease its ownership of securities of the Company, directly or indirectly, from time to time depending upon, among other things, the business and prospects of Hempshire and future market conditions.

For further details regarding the acquisition of the Common Shares and Warrants described above, see the Early Warning Report dated November 3, 2022 available on the Company's SEDAR profile.

FOR FURTHER INFORMATION OR TO OBTAIN A COPY OF THE EARLY WARNING REPORT FILED IN CONJUNCTION WITH THIS NEWS RELEASE, PLEASE CONTACT: 

Daniel Iannotte
P.O. Box 3217 RPO Tacoma
Dartmouth, Nova Scotia
B2W 5G2

Hempshire's head office is located at:

The Hempshire Group, Inc.
870 E Research Dr., Ste 2
Palm Springs, California 92262

Attn:                 Martin Marion
Email:              [email protected]
Phone:             1.855.200.0420

SOURCE Daniel Iannotte