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.