The Hempshire Group, Inc. entered into a definitive agreement to acquire Hoist Capital Corp. (TSXV:HTE.P) from Jarvis A. Williams, Greg MacDonald, Joel MacLeod and others in a reverse merger transaction on December 5, 2021. Hoist will: (i) acquire each issued and outstanding common share in capital of Hempshire in exchange for issuance of 26 common shares in capital of Hoist (ii) complete a business combination with Hempshire. Each Hempshire Warrant entitling a holder thereof to acquire one Hempshire Share, that is not exercised immediately prior to closing. Upon completion, resulting issuer created from combination of Hoist and Hempshire will be positioned and will continue business currently carried on by Hempshire as a Tier 2 Life Sciences issuer under the policies of Exchange. Resulting Issuer will be led by the existing management team of Hempshire, consisting of following individuals: Martin Marion (President, Chief Executive Officer and Director); Eric Starr (Chief Marketing Officer); and Tom Shuman (Chief Operating Officer). Upon completion, Resulting Issuer's board of directors will be comprised of Martin Marion, Jeff Ragovin, Gail Hannon and Samuel Isaac. Hempshire is currently in discussion with numerous candidates to fulfill position of Chief Financial Officer and will be in a position to announce appointment of a Chief Financial Officer contemporaneous with completion of Transaction.

Transaction is subject to the completion of a non-brokered private placement of units of Hempshire at a price of CAD 2.05 per Unit for minimum gross proceeds CAD 3 million and maximum gross proceeds of CAD 5 million and customary closing conditions, majority of the minority shareholder approval, including approval by exchange, all other required regulatory, governmental and third party approvals. Hempshire will complete non-brokered Private Placement of up to 2,439,025 Units. Shareholders of Hoist will be asked to approve, among other things, at a special meeting called for such purpose: a change of Resulting Issuer's name to The Hempshire Group, Inc.; and a consolidation of common shares of Resulting Issuer on basis of one post-consolidation common share for up to every four pre-consolidation Common Shares. Approval of shareholders of Hoist is not required with respect to Transaction under policies of Exchange. Where applicable, transaction cannot close until required shareholder approval is obtained. The net proceeds of Private Placement will be used to fund marketing and sales initiatives and for working capital requirements and other general corporate purposes of the Resulting Issuer. As of April 29, 2022, the shareholders meeting of Hoist Capital Corp. is scheduled on May 30, 2022. Transaction is anticipated to occur in February 2022. It is currently anticipated that the Closing Date for the Transaction will be on or about June 23, 2022.

Stikeman Elliott LLP acted as a legal advisor to Hempshire and will act as counsel to Resulting Issuer upon completion. Everleaf Capital Corp. acted as a financial advisor to Hempshire. At closing, Everleaf Capital Corp will be entitled to receive an advisory fee in form of Units that is equal to 5% of the equity value of Hempshire under Qualifying Transaction, plus an additional 200,000 Units. Ashif Merani of Law Offices of Peter C. Merani P.C. acted as legal advisor to Hoist. Odyssey Trust Company acted as transfer agent to Hoist. At the closing of the Transaction, Everleaf Capital will be entitled to receive an advisory fee in the form of an aggregate of 2,426,105 Hempshire Units and notes, representing an amount equal to an aggregate of 8% of the fully diluted equity value of Hempshire under the Qualifying Transaction, plus an additional 200,000 Hempshire Units.