Halo Labs Inc. (“Halo” or the “Company”) (NEO: HALO, OTCQX: AGEEF, Germany: A9KN) is pleased to announce, further to the press release dated March 4, 2020, it has completed the acquisition of all of the common shares of Cannalift Delivery Inc. (“Cannalift”). The Company, through its wholly-owned subsidiary, 1242899 B.C. Ltd. (“Subco”) acquired all of the issued and outstanding shares in the capital of Cannalift in exchange for 31,000,000 common shares of the Company at a deemed price of CAD$0.11 per share, by way of a three-cornered amalgamation under the Business Corporations Act (British Columbia) (the “Acquisition”) as described and pursuant to an acquisition agreement dated March 3, 2020 among the Company, Subco, Cannalift and Jeremy Andrews, the sole shareholder of Cannalift (the “Acquisition Agreement”). Pursuant to the Acquisition Agreement, Subco amalgamated with Cannalift and formed “Halo Cannalift Delivery Inc.” in accordance with the provisions of the British Corporations Act (British Columbia) and upon the terms and conditions set out in the amalgamation agreement dated March 3, 2020 between the Company, Subco and Cannalift.
As a condition to closing of the Acquisition, Halo has closed the concurrent non-brokered private placement of Halo common shares at a price of CAD $0.11 per share for aggregate gross proceeds of approximately CAD $700,000 (the “Concurrent Financing”). The Halo common shares issued in connection with the Concurrent Financing are subject to a four month and one day statutory hold period pursuant to applicable securities laws. Proceeds of the Concurrent Financing will be used for general working capital.
In connection with the Acquisition, Halo has issued an aggregate of 2,480,000 common shares of the Company as a finder’s fee to an arm’s-length consultant at a deemed price of $0.11 per share.
Pursuant to the terms of the Acquisition Agreement, Jeremy Andrews and the subscribers of the Concurrent Financing (collectively, the “Holders”) have entered into a pooling agreement with the Company whereby the Holders agree to not, in the aggregate as between all of the Holders during any trading day within one year, sell on a Canadian stock exchange such number of common shares of the Company that would exceed the larger of (i) 15% of the prior trading day’s total volume of sale orders in common shares of the Company, and (ii) 100,000 common shares of Halo.
Halo Cannalift Delivery Inc. has entered into a consulting agreement with Jeremy Andrews (the “Consulting Agreement”) whereby Jeremy Andrews will be retained as a consultant of Halo Cannalift Delivery Inc. to develop an application to introduce a new and convenient method for obtaining cannabis products. The term of the agreement will be one year. Pursuant to the terms of the Consulting Agreement, the Company has granted Jeremy Andrew options to purchase 100,000 common shares of the Company at an exercise price of $0.25 per share for a period of two years (the “Options”), subject to vesting conditions.
Halo has received the acceptance of the Neo Exchange Inc. for the Acquisition and the Concurrent Financing, including the Options issuable under the Consulting Agreement.
Halo is a leading cannabis cultivation, manufacturing, and distribution company that grows and extracts and processes quality cannabis flower, oils, and concentrates and has sold over 5 million grams of oils and concentrates since inception. Additionally, Halo has continued to evolve its business through delivering value with its products and now via verticalization in key markets in the United States and Africa with planned expansion into European and Canadian markets. With a consumer-centric focus, Halo markets innovative, branded, and private label products across multiple product categories.
Recently, the Company entered into binding agreements to acquire a dispensary in Los Angeles, 3 KushBar branded dispensaries, 5 development permits in Alberta Canada, and Canmart Limited which holds wholesale distribution and special licenses allowing the import and distribution of cannabis based products for medicinal use (CBPM’s) in the United Kingdom. Halo is led by a strong, diverse management team with deep industry knowledge and blue-chip experience. The Company is currently operating in the United States in California, Oregon, and Nevada while having an international presence in Lesotho within a planned 205-hectare cultivation zone via Bophelo as well as planned importation and distribution in the United Kingdom via Canmart.
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 acquisition of Cannalift Delivery Inc. and the concurrent 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.