Hemptown Provides Update on Proposed Qualifying Transaction

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Vancouver, British Columbia–(Newsfile Corp. – March 23, 2021) – Hemptown Organics Corp. (the “Company” or “Hemptown“), a privately held British Columbia company, is providing an update, further to its news releases of September 9, 2020, October 2, 2020 and October 13, 2020 on the proposed acquisition of Hemptown by Spectre Capital Corp. (“Spectre“), a capital pool company listed on the TSX Venture Exchange (the “Exchange“) (the “Transaction“). The Transaction, once complete, is expected to result in the reverse takeover of Spectre (thereafter, referred to as the “Resulting Issuer“) and will constitute Spectre’s Qualifying Transaction under Policy 2.4 – Capital Pool Companies of the Exchange (the “CPC Policy“).

Directors and Officers

The Company is also pleased to announce changes to the proposed leadership team of the Resulting Issuer. Specifically, Ken Z. Cai will no longer be appointed as a director of the Resulting Issuer and Michael Townsend will no longer be appointed as President of the Resulting Issuer. Instead, Zayn Kalyan will be appointed as a director and as President of the Resulting Issuer.

Additional information with respect to Mr. Kalyan is provided below, and further information with respect to all director and officer nominees of the Resulting Issuer will be provided in the filing statement to be filed with the Exchange in connection with the Transaction.

Zayn Kalyan – President and Director of the Resulting Issuer

Zayn Kalyan is an experienced investment banker and business development executive with Altus Capital, and has served as the VP of Corporate Finance for Hemptown since late 2018. Starting his career as a software engineer, his background in the “ground-up” development of start-up technology companies serves as his foundation in finance. Since joining Altus, Mr. Kalyan has played an instrumental role in the origination of over $50 million in financing. Mr. Kalyan has served in upper management and on the boards of multiple public companies since 2014. He has hands-on experience in the day-to-day management of small and medium size organizations.

Other Matters

The Company and Spectre are continuing to negotiate the terms of the definitive agreement with respect to the Transaction, and the parties expect the Transaction to be consummated by way of a plan of arrangement under the Business Corporations Act (British Columbia).

The Company has also sent materials to its debenture holders seeking a written resolution of such holders to approve, among other things, the extension of the maturity date of the debentures and the automatic conversion of the debentures into equity immediately prior to completion of the Transaction.

A filing statement respecting the Resulting Issuer and the Transaction will be prepared and filed in accordance with the policies of the Exchange.

Trading in Spectre’s common shares has been halted in compliance with the policies of the Exchange, and will remain halted pending the review of the Transaction by the Exchange and satisfaction of the conditions of the Exchange for resumption of trading. It is likely that trading in Spectre’s common shares will not resume prior to the closing of the Transaction.

Spectre has supplied all information contained in this news release with respect to Spectre and the Company and its directors and officers have relied on Spectre for any such information.

This press release is not an offer of securities for sale in the United States. The securities described in this press release have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) absent registration or an exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

About Spectre

Spectre is a capital pool company governed by the policies of the Exchange. Spectre’s principal business is the identification and evaluation of assets or businesses with a view to completing a Transaction.

About Hemptown

Hemptown is a diversified cannabinoid company delivering a wide product offering across the value chain, and in multiple sales channels, to meet the growing global demand for cannabinoid-based products. State-of-the-art cultivation in Oregon’s Rogue Valley, FDA-licensed and cGMP certified product manufacturing, and a strong leadership team with Fortune 500 experience are the pillars for Hemptown’s growth model as it pushes into the consumer-packaged goods sectors with top quality white label and branded product lines for the consumer market. For more information, visit www.hemptownusa.com.

For further information, please contact:

Hemptown Investor Relations
John Martin
jmartin@hemptownusa.com
1-833-436-7896

Hemptown Sales and General Inquires
info@hemptownusa.com
1-888-224-6691

This news release contains statements that are “forward-looking information” as defined under Canadian securities laws (“forward-looking statements“). These forward-looking statements are often identified by words such as “intends”, “anticipates”, “expects”, “believes”, “plans”, “likely”, or similar words. Specifically, this news release includes forward-looking statements regarding the potential Transaction, the proposed directors and officers of the Resulting Issuer, the negotiation of a definitive agreement for the Transaction, amendments to the terms of the Company’s debentures, the closing of the Transaction and the timing for those events. The forward-looking statements reflect the Company and Spectre’s respective management’s expectations, estimates, or projections concerning future results or events, based on the opinions, assumptions and estimates considered reasonable by management at the date the statements are made. Although the Company and Spectre believe that the expectations reflected in the forward-looking statements are reasonable, forward-looking statements involve risks and uncertainties, and undue reliance should not be placed on forward-looking statements, as unknown or unpredictable factors could cause actual results to be materially different from those reflected in the forward-looking statements. Among the key factors that could cause actual results to differ materially: whether the parties are successful in negotiating and entering a definitive agreement for the Transaction, whether they are able to obtain all necessary regulatory approvals for the Transaction and whether they are able to satisfy the listing conditions for the listing of the common shares of the Resulting Issuer on the Exchange; whether they are able to complete any necessary financing; and whether they are able to obtain all shareholder and third party consents necessary to complete the Transaction. The forward-looking statements may be affected by risks and uncertainties in the business of the Company and Spectre, including those described in Spectre’s amended and restated final prospectus dated February 12, 2020, filed with the British Columbia Securities Commission, the Alberta Securities Commission and the Financial and Consumer Affairs Authority of Saskatchewan and available on www.sedar.com.

Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/78366

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