TORONTO, Feb. 2, 2021 – Halo Collective Inc. (“Halo” or the “Company“) (NEO: HALO) (OTCQX: AGEEF) (Germany: A9KN) is pleased to announce the closing of its previously announced overnight marketed public offering (the “Offering“) of units of the Company (the “Units“) for aggregate gross proceeds of $8,227,061.
A total of 91,411,794 Units of the Company were issued pursuant to the Offering, including an aggregate of 2,505,794 Units issued as a result of the partial exercise of the over-allotment option, at a price of $0.09 per Unit.
The Offering was completed pursuant to an underwriting agreement (the “Underwriting Agreement“) dated January 26, 2021 between the Company and Eight Capital, Canaccord Genuity Corp. and PI Financial Corp. (collectively, the “Underwriters“).
Each Unit consists of one (1) common share of the Company (each, a “Unit Share“) and one (1) common share purchase warrant of the Company (each, a “Warrant“). Each Warrant entitles the holder thereof to purchase one common share of the Company at an exercise price of $0.125 at any time up to 30 months following closing of the Offering. The Warrants were issued pursuant to, and are governed by, the terms of a warrant indenture dated February 2, 2021 (the “Warrant Indenture“) between the Company and Odyssey Trust Company.
The Warrants have been conditionally approved for listing on the Neo Exchange Inc. and are expected to commence trading following the closing, subject to the satisfaction of all listing conditions.
Pursuant to the terms of the Underwriting Agreement, the Underwriters received a cash commission equal to 7.0% of the gross proceeds from the sale of the Units pursuant to the Offering. As additional consideration for the services rendered in connection with the Offering, the Underwriters also received 6,398,825 compensation options to purchase up to 6,398,825 Units at an exercise price of $0.09 per Unit at any time up to 30 months following the closing of the Offering.
The net proceeds received by the Company from the Offering are intended to be used for raw materials and packaging supplies, capital equipment, the build-out of the Company’s proposed dispensary in North Hollywood, California, an indoor cultivation facility in Ukiah, California and working capital and general corporate purposes.
The Offering was made pursuant to the Company’s short form base shelf prospectus dated September 2, 2020 (the “Base Prospectus“) and a prospectus supplement to the Base Prospectus dated January 28, 2021 (the “Prospectus Supplement“) in each of the provinces of Canada (except Quebec), and otherwise by private placement exemption in those jurisdictions where the Offering can lawfully be made, including the United States. Neither the Units nor the Unit Shares and the Warrants comprising the Units have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws, and such securities may therefore not be offered or sold in the United States or to or for the account or benefit of a person in the United States or a U.S. Person (as defined in Regulation S of the U.S. Securities Act) absent registration or an exemption from the registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Units in any jurisdiction in which such offer, solicitation or sale would be unlawful. Copies of the Base Prospectus, the Prospectus Supplement, the Underwriting Agreement and the Warrant Indenture are or will be available under the Company’s profile on SEDAR at www.sedar.com.
Halo is a leading, vertically integrated cannabis company that cultivates, extracts, manufactures and distributes quality cannabis flower, oils and concentrates, and has sold approximately eight million grams of oils and concentrates since inception. Halo continues to evolve its business and scale efficiently, partnering with trustworthy leaders in the industry, who value the Company’s operational expertise in bringing top-tier products to market. Current growth includes expansion in key U.S. markets, the United Kingdom, Africa, the Republic of Malta in partnership with MedCan Ltd., and planned expansion into the Canadian retail market.
Halo is led by a strong, diverse and innovative management team with deep industry knowledge and blue-chip experience. The company is currently operating in the U.S. in California, Oregon and Nevada. The Company sells cannabis products principally to dispensaries under its own brands Hush, Mojave, Exhale, and under partnership or license with OG DNA Genetics, Terphogz (doing business as Zkittlez™), Winberry Farms and FlowerShop.
As part of continued expansion and vertical integration in the U.S., Halo boasts several grow operations throughout Oregon and California. In Oregon, the Company has a combined seven acres of outdoor cultivation, including East Evans Creek, a six-acre grow site in Jackson County, and Winberry Farms, a one-acre grow site in Lane County. In California, the Company is building out Ukiah Ventures, a planned 30,000-square-foot indoor grow, processing and manufacturing facility, including up to an additional five acres of industrial land to expand. Halo has also partnered with GMH to purchase Bar X Ranch in Lake County, California, with plans to develop up to 80 acres of cultivation, which would comprise the largest grow in Northern California.
Recently, the Company has entered into a non-binding letter of intent with Red Light Holland Corp. for the purpose of creating a joint venture to become a licensed psilocybin manufacturer to supply psilocybin products to licensed service centers in the State of Oregon.
Internationally, the Company is currently cultivating cannabis at Bophelo Bioscience & Wellness (Pty) Ltd (“Bophelo”) in Lesotho, South Africa, which holds one of the largest marijuana cultivation licenses in Africa with a future capacity of up to 495 acres. To further Halo’s global presence, the Company recently acquired cannabis-based product for medicinal use (“CBPM”) importation and distribution licensing in the United Kingdom via cannabis suppliers Canmart Ltd. Halo expects the cultivation and manufacturing operations of Bophelo, combined with the importation and distribution capabilities of Canmart, to drive growth of a well-positioned business to serve the U.K. market.
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”. Forward-looking information may relate to anticipated events or results including, but not limited to: the intended use of proceeds from the Offering, Halo’s planned expansion into the Canadian retail market, Halo’s planned operations in Malta, the expected size and capabilities of the final facility planned at Ukiah Ventures, the size of Halo’s planned cultivation facility in Northern California and the ability of Bophelo and Canmart to serve the U.K. market.
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. Among others, the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: delays in obtaining required approvals from regulators, changes in general economic;, business and political conditions, including changes in the financial markets; delays in obtaining required licenses or approvals; delays or unforeseen costs incurred in connection with construction; the ability of competitors to scale operations in Northern California; delays or unforeseen difficulties in connection with the cultivation and harvest of Halo’s raw material; and the other risks disclosed in the Company’s annual information form dated April 16, 2020 and available on the Company’s profile at www.sedar.com. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.
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.