Halo Labs Inc. (“Halo” or the “Company”) (NEO: HALO, OTCQX: AGEEF, Germany: A9KN) is pleased to announce that the warrants issued in connection with Halo’s private placement which closed on June 29, 2018 and business combination which closed on October 2, 2018 (the “Warrants”) have been approved for listing on the NEO Exchange. The Warrants are expected to commence trading on or about September 11, 2019 under the symbol HLO.WT.A.
”We anticipate that these stock issuances will help reduce the short positions that have built up in our common stock over the past three weeks since we announced these issuances
“We are pleased that the Warrants have been approved for listing on the NEO Exchange as this will provide additional liquidity for our stakeholders,” said Kiran Sidhu, CEO and Co-Founder.
An aggregate of 87,594,620 Warrants are issued and outstanding. Each Warrant entitles the holder to acquire one common share of the Company at a price of $0.80 per share. The Warrants expire on December 31, 2020. The Warrants have been issued pursuant to a warrant indenture entered into between the Company and Odyssey Trust Company dated June 29, 2018 as supplemented by a supplemental warrant indenture dated September 6, 2019 (the “Warrant Indenture”). A copy of the Warrant Indenture is available on Halo’s profile at www.sedar.com.
Update on Issuance of Additional Common Shares
Further to its press release dated August 12, 2019, Halo also announces that the Company has completed a debt settlement and issued an aggregate of 5,911,222 common shares (the “Debt Settlement Shares”) at a price of C$0.34 per share to retire an aggregate pf C$2,009,816 of indebtedness. The indebtedness was held by arm’s length parties and the issuance did not result in the creation of a new insider or a new control person. The Debt Settlement Shares are subject to a four-month and one day hold period, subject to approvals as may be applicable.
Further to its press release dated August 12, 2019, Halo also announces that the Company has issued an aggregate of 11,863,128 common shares (the “Compensation Shares”) to certain employees and independent contractors of the Company in lieu of cash consideration. The Compensation Shares were issued at an average price of $0.36 per share and in satisfaction of compensation payable in the aggregate amount of C$4,271,614. An aggregate of 796,254 of the Compensation Shares were issued to related parties of the Company.
“We anticipate that these stock issuances will help reduce the short positions that have built up in our common stock over the past three weeks since we announced these issuances,” added Philip van den Berg, CFO and Co-Founder.
In connection with the above transaction, certain “related parties,” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), received Compensation Shares and the issuance thereto is considered a “related party transaction” for the purposes of MI 61-101. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 and the minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on sections 5.5(a) and 5.7(a), respectively, of MI 61-101 as the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves related parties, is not more than 25% of the Company’s market capitalization.
Halo is a cannabis extraction company that develops and manufactures quality cannabis oils and concentrates, which are a growing segment in the cannabis industry. Halo is a global leader in cannabis oil and concentrates, having produced over 4 million grams of oils and concentrates since inception. The Company has expertise across all major cannabis manufacturing processes, leveraging a variety of proprietary processes and products. The Company is led by a strong management team with deep industry knowledge and blue-chip experience. The Company is currently operating in California and Oregon, as well as in Nevada with our partner Just Quality, LLC, and in Lesotho with the Bophelo strategic partnership.
For further information regarding Halo, see Halo’s disclosure documents on SEDAR at www.sedar.com.
Cautionary Note Regarding Forward-Looking Information and Statements
This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only Halo’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Halo’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein may include, but is not limited to, statements regarding the listing and commencement of trading of the Warrants.
By identifying such information and statements in this manner, Halo is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, Halo has made certain assumptions. Although Halo believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and Halo does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to Halo or persons acting on its behalf is expressly qualified in its entirety by this notice.