TORONTO, May 24, 2024 /CNW/ - The K2 Principal Fund L.P. ("K2") announces on May 23, 2024, it acquired common shares of The Hempshire Group Inc. ("HMPG"). K2 has acquired an additional 23,000,000 common shares of HMPG through a debt settlement and forbearance agreement at a deemed price of C$0.01 per share for a total cost of CAD $230,000. The shares received are subject to the following legends:

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DATE OF ISSUANCE.";

and

"WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DATE OF ISSUANCE."

Prior to the closing of the debt settlement forbearance agreement, K2 owned 4,608,594 common shares in HMPG and non-convertible debt of C$250,000 principal and C$30,000 of accrued interest on the debt. The common shares represented ownership of approximately 5.79% of the common shares outstanding. After the closing of the debt settlement forbearance agreement K2 owns a total of 27,608,594 common shares representing approximately 19.63% of the shares outstanding, additionally K2 owns C$50,000 of non convertible notes and have agreed to not enforce our rights under the Notes until August 26, 2024 and forgo any entitlement to additional interest on the indebtedness during this period.

The Hempshire Group Inc. is located at Suite 2, 870 East Research Dr., Palm Springs, California, 92262, United States of America. K2's office is located at 2 Bloor Street West, Suite 801, Toronto, Ontario, M4W 3E2. K2 & Associates Investment Managements Inc. ("K2 & Associates") is the fund manager to The K2 Principal Fund L.P. It was formed under the laws of the Province of Ontario and is engaged in the business of investing in securities.

ABOUT The K2 PRINCIPAL FUND L.P.

Founded in 2000, our flagship fund is a multi-strategy, event-driven fund that invests primarily in the North American equities and debt markets. At K2, we are active managers who employ strategies like: merger arbitrage, long/short, private equity, restructurings and activist investing.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking information within the meaning of applicable securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward–looking, and the use of any of the words "anticipates", "believes", "expects", "intends", "plans", "will", "would", and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations of K2 and currently available information.

Forward-looking statements are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. K2 undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation.

PUBLIC BROADCAST EXEMPTION

This communication is provided in accordance with applicable law. K2 is relying on the exemption under sections 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations to make this public broadcast. 

SOURCE The K2 Principal Fund L.P.

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