CALGARY, Alta., June 24, 2022 /CNW/ – Hoist Capital Corp. (TSXV: HTE.P) (“hoist“) is pleased to announce that it has completed the previously announced qualifying transaction with The Hempshire Group, Inc. (“Hempshire“) and will continue after the merger as “The Hempshire Group, Inc.” (the “Resulting emitter“). A filing statement prescribed by the TSX Venture Exchange (“Swap“) has been filed on SEDAR under Hoist’s profile and provides information about the terms of the qualifying transaction and the business and affairs of Hempshire and the resulting issuer. The filing statement also includes audited financial statements of Hempshire for the financial period ended December 31, 2021 and the associated MD&A, management has prepared Hempshire’s financial statements for the interim financial period March 31, 2022 and related management report, together with the resulting pro forma consolidated financial statements of the Issuer at March 31, 2022. Upon the filing of all customary business closing documents and the issuance by the Exchange of a bulletin confirming the completion of the qualifying transaction, the shares of the resulting issuer will begin trading on the Exchange under the new ticker symbol : “HMPG”. Trading in the Resulting Issuer’s shares is expected to begin the week of July 4, 2022.

About Hempshire Group, Inc.

Incorporated in 2019, Hempshire formulates and markets its own proprietary brands under the name MOUNTAIN® Smoke brand name, including MOUNTAIN® Originals cannabidiol hemp smoked (“CBD Hemp Smoke“) with MOUNTAIN® Zeros CBD Hemp Smokes with non-detectable, United States and internationally.

Hempshire’s products are currently or are in the process of being distributed internationally in Swiss, South Africa and New Zealand through exclusive distribution agents. Hempshire is in talks for distribution in several additional international jurisdictions.

Further information

For further information regarding the Qualifying Transaction, Hempshire and the Resulting Issuer, please contact:

Notice to readers

TSX Venture Exchange Inc. has in no way passed on the merits of the Qualifying Transaction and has neither approved nor disapproved of the contents of this press release. TSX Venture Exchange Inc. accepts no responsibility for the adequacy or accuracy of this release.

Forward-looking statements

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. Use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “target”, “ongoing”, “may”, “will”, “plan”, ” should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. In particular, and without limitation, this press release contains forward-looking statements and information regarding the Transaction.

Forward-looking statements and information are based on certain key expectations and assumptions made by Hoist, including expectations and assumptions regarding: Hoist, Hempshire and the resulting issuer; private placement; the transaction, including the satisfaction of (i) all required regulatory, governmental and third-party approvals, and (ii) all other closing conditions pursuant to the terms of the merger agreement; securities markets and general business and economic conditions, including the continued impact of COVID-19; future operations and transactions completed by the Resulting Issuer, including its ability to successfully implement its growth strategies and business plan; the continued ability to operate in the regulatory environments in which the Resulting Issuer operates and may operate in the future; and applicable laws do not change adversely to the Resulting Issuer. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions that have been used.

Although Hoist 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 forward-looking statements and information, as Hoist cannot guarantee that they will prove to be accurate. By their nature, such forward-looking information is subject to inherent risks and uncertainties, which could cause actual results and expectations to differ materially from anticipated results or expectations expressed. Without limitation, these risks and uncertainties include: the failure of the parties to obtain final acceptance on the TSXV; risks associated with the cannabis or hemp industries generally; the size of the emerging industrial hemp market; constraints on the marketing of products; the risks inherent in agricultural activity; federal and provincial government actions and initiatives and changes in government policies and the execution and impact of such actions, initiatives and policies; the Resulting Issuer’s interpretation of and changes to federal and state laws relating to hemp; misinterpretation of United States’ Agricultural Improvement Act of 2018; international regulatory risks; uncertainty caused by potential changes to the regulatory framework; regulatory approval and permits; environmental, health and safety laws; anti-money laundering laws and regulations; banking business; the ability to access public and private capital and banking services; refusal of deductibility of certain expenses; liability for the actions of employees, contractors and consultants; product viability; accuracy of quality control systems; product recalls, product liability and product returns; positive tests for THC or banned substances; supply risk; reliance on third party suppliers, service providers and distributors; failure of counterparties to perform their contractual obligations; industry and intra-industry competition; changing consumer preferences and customer retention; adverse publicity or consumer perception; inability to sustain pricing models; dependence on key inputs; the effectiveness and efficiency of advertising and promotional expenditures; retention and recruitment of executives and key employees; inability to renew material leases; obtain insurance; growth management; risks associated with acquiring businesses and entering into partnerships; infringement of intellectual property; inability to protect intellectual property; intellectual property claims; dispute; trade secrets can be difficult to protect; data security breaches; global economic uncertainty; geopolitical risks; emerging industries; limited market for securities; public company financial reports and obligations; and other factors more fully described from time to time in reports and filings made by the Hoist or the Resulting Issuer with securities regulatory authorities.

SOURCE Hoist Capital Corp.


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