Halo Labs Inc. (“Halo” or the “Company”) (NEO: HALO, OTCQX: AGEEF, Germany: A9KN) is pleased to announce that, further to the press release dated October 7, 2019 (the “October 7 Press Release”), it has closed the previously announced non-brokered private placement of Halo common shares at a price of CAD $0.31 per share for aggregate gross proceeds of CAD $3 million (the “Private Placement”). Due to increase investor interest, the Company anticipates that the Private Placement will be increased by at least CAD $1 million within the next week. The Company will issue a subsequent press release to announce the closing of any additional tranches of the Private Placement.
Halo is also pleased to announce the closing of its acquisition of all of the common shares of Cannpos Services Corp. (“Cannpos”) pursuant to the definitive agreement executed on October 5, 2019, and as amended on October 11, 2019 (the “Agreement”) for CAD $4.88 million in Halo common shares at a deemed price of CAD $0.26 per share (the “Acquisition“), as previously disclosed in the October 7 Press Release.
Cannpos is a software company that is developing an application to alleviate customer flow constraints currently experienced by dispensaries. Subject to state and local regulations, once fully functional, the application will enable customers to electronically interact with dispensaries, thereby reducing wait times and improving customer experience. Dispensaries will also be able to use the application to display in-store specials, advertise specific products, and track customers’ purchasing patterns. The application’s tracking capabilities will enable dispensaries and Halo to gather business intelligence on end customers, in compliance with privacy laws. The application is being designed to be used on a smart phone or tablet and will be available for private distribution once tested and complete. Halo intends to rebrand the application as “DispensaryTrack” and offer it to its retail partners for an ongoing monthly service fee.
The Private Placement
Pursuant to the Private Placement, Halo issued a total of 9,677,420 common shares at a price of CAD $0.31 per share for aggregate gross proceeds of CAD $3 million. The Halo common shares issued in connection with the Private Placement will be subject to a four month and one day statutory hold period pursuant to applicable securities laws.
Halo intends to use the proceeds of the Private Placement to complete the development and deployment of DispensaryTrack and continue its expansion efforts in California, including the increase of its direct sales force and product offerings and the growth of its manufacturing capacity in Cathedral City.
The Acquisition was completed through a three-cornered amalgamation (the “Amalgamation”) whereby Halo, through a new wholly-owned subsidiary (Halo DispensaryTrack Software Inc.), acquired 100% of Cannpos’ outstanding common shares from its shareholders in exchange for 18,785,714 Halo common shares (rather than 18,035,714 Halo common shares and 1,250,000 performance warrants as previously disclosed in the October 7 Press Release). In connection with the Agreement, two Cannpos shareholder vendors entered into consulting agreements (the “Consulting Agreements”) with the amalgamated company resulting from the Amalgamation (“Amalco”). As consideration under the Consulting Agreements, Halo issued 1,250,000 performance share units (the “Performance Share Units”), which are convertible into 1,250,000 Halo common shares and subject to vesting restrictions. The Performance Share Units will only vest and become convertible when the application has been custom designed to meet Halo’s specifications on or before October 11, 2020. The common shares issued by Halo in conjunction with the Acquisition will be subject to certain sale restrictions.
Halo has received the acceptance of the Neo Exchange Inc. for the Acquisition and the Private Placement, including the Performance Share Units issuable under the Consulting Agreements.
Halo is a cannabis extraction company that develops and manufactures quality cannabis oils and concentrates, which are the fastest growing segments in the cannabis industry. Halo is a global leader in cannabis oil and concentrates, having produced over 4.5 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 forward-thinking 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. With a consumer-centric focus, Halo will continue to market innovative, branded, and private label products across multiple product categories.
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 development and deployment of DispensaryTrack, the intended use of proceeds of the Private Placement and the upsizing of the Private Placement.
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.