Not for Distribution to U.S. Newswire Servicers or For Dissemination in the United States
All figures in USD unless stated otherwise
Toronto, April 1, 2021 – Halo Collective Inc. (“Halo” or the “Company“) (NEO: HALO) (OTCQX: HCANF) (Germany: A9KN) today announced a plan to pursue a spin-off (the “Transaction“) of certain of its software, device and intellectual property assets (the “Tek Assets“) into a standalone company to be named Halo Tek Inc. (“Halo Tek“).
The Transaction is expected to result in the Tek Assets being spun-off into Halo Tek, which will initially be a wholly-owned subsidiary of Halo. As part of the Transaction, Halo intends to complete a distribution (the “Distribution”) of shares of Halo Tek to the shareholders of Halo on a record date to be fixed by the board of directors of Halo. It is proposed that Halo Tek will file a preliminary prospectus in one or more provinces of Canada in respect of the Distribution.
In connection with the Transaction, Halo has entered into a subscription agreement with an arms-length investor who has committed to purchase shares of Halo Tek for an aggregate purchase price of $1 million and at a pre-financing valuation of Halo Tek of $32 million (the “Private Placement“). Halo Tek anticipates using the proceeds from the Private Placement to develop and commercially launch the software, finalize the designs of the devices, and perfect patent applications in respect of the Tek Assets.
The Halo Tek Assets
Halo Tek will take ownership of all the assets and intellectual property associated with the following existing subsidiaries of Halo:
- Halo Dispensary Track Software Inc., a subsidiary of Halo, acquired Cannpos Services Corp. (“Cannpos“), 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 is expected to enable customers to electronically interact with dispensaries, thereby reducing wait times and improving customer experience. Dispensaries may also use the application to display in-store specials, advertise specific products, and track customers’ purchasing patterns. The application’s tracking capabilities will enable dispensaries to gather business intelligence on end customers in compliance with privacy laws. The application is being designed to be used on a smartphone 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.
- Halo AccuDab Holdings Inc., a subsidiary of Halo, acquired Precisa Medical Instruments Corp., a medical device company that owns the intellectual property related to and is focused on the development of the Accu-Dab THC and CBD oil oral delivery device. The Accu-Dab takes the form of a discrete pen that will allow users to pre-select various doses of measured THC or CBD from 0.01 mL to 0.60 mL for sublingual oral consumption. The Accu-Dab allows for precise dispensation of THC or CBD products accurately and repeatedly to meet the consumer’s specific dosing needs through its convenient dial selection mechanism.
- Halo Cannalift Delivery Inc, a subsidiary of Halo, acquired Cannalift Delivery Inc. (“Cannalift“), a software company that is developing a delivery application to be used on a smartphone or tablet and a web-based platform that, once developed, is expected to provide consumers with a convenient method of obtaining cannabis products from their local dispensaries. Subject to local regulations, the application is also expected to enable customers to electronically interact with dispensaries, thereby reducing wait times and improving customer experience.
- Halo Nasalbinoid Natural Devices Corp., a subsidiary of Halo, acquired Nasalbinoid Natural Devices Corp., an ancillary device company that is developing a new innovative delivery device in the form of a nasal inhaler as an alternative to vaping. Various formulations have already been tested and developed.
- Halo acquired 1265292 B.C. Ltd. dba “Cannafeels” (“Cannfeels“), a software company developing an online application to provide consumers with relevant, web-sourced, and curated information about cannabis strains. The application is expected to feature content that can support patients and consumers as they research cannabis strains on their computers, tablets, and smartphones. Through the application, patients and consumers will be able to access this strain-related content before, during, or after visits to clinics and dispensaries, helping them understand how different strains address a range of health issues, as well as beneficial psychological and bodily effects that recreational users may seek.
- Halo acquired 1275111 B.C. Ltd., a company that has developed certain patent-pending intellectual property relating to cannabinoid filtration and purification. The technology filters and purifies the extraction process to result in higher potency levels on a more consistent basis. It has already been implemented at one of Halo’s facilities in the first quarter of 2021.
Kiran Sidhu, CEO and Co-Founder of Halo, said, “The proposed spin-off of the Company’s software, device and intellectual property assets is a potential first step in unlocking greater value for shareholders. These assets can be licensed to multiple cannabis company’s worldwide. We anticipate further announcements regarding management and board appointments at Halo Tek in the near future.”
Halo expects to provide additional information in respect of the Transaction over the coming months. Completion of the Transaction and Private Placement remains subject to the completion of an internal reorganization, obtaining a receipt for a final prospectus of Halo Tek in respect of the Distribution and certain other conditions, including the receipt of all required regulatory approval. In addition, closing of the Private Placement is conditional upon Halo Tek becoming a reporting issuer in a province of Canada and the shares of Halo Tek being conditionally approved for listing on a recognized North American stock exchange. There can be no certainty that the Transaction or the Private Placement will be completed on the terms described in this press release or at all.
About Halo Collective
Halo is a leading, vertically integrated cannabis company that cultivates, extracts, manufactures, and distributes quality cannabis flower, oils, and concentrates and has sold approximately nine 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 and Africa, with 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 United States in California and Oregon. The Company sells cannabis products principally to dispensaries under its brands, Hush, Mojave, and Exhale, and under partnership or license with OG DNA Genetics, Terphogz (doing business as Zkittlez™) and FlowerShop*, a cannabis lifestyle and conceptual wellness brand in which G-Eazy is a partner and key member of 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 7 acres of outdoor cultivation, including East Evans Creek, a six-acre grow site in Jackson County, and Winberry Farms, a one-acre grow site located 30 miles outside Eugene 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. Recently, Halo partnered with Green Matter Holding to purchase Bar X Ranch in Lake County, developing up to 80 acres of cultivation which would comprise the largest grow in Northern California.
Internationally, the Company’s subsidiary Bophelo Bioscience & Wellness (Pty) Ltd. (“Bophelo”) is currently cultivating cannabis in Lesotho, which holds one of the most extensive marijuana cultivation licenses in Africa with a future capacity of up to 495 acres. To further Halo’s global presence, the Company has recently acquired CBPM importation and distribution licensing in the United Kingdom via cannabis suppliers Canmart Ltd (“Canmart”). Halo expects the cultivation and manufacturing operations of Bophelo, combined with the importation and distribution capabilities of Canmart, to drive a well-positioned business to serve the U.K. market.
The Company also has acquired a range of software development assets, including technology platforms CannPOS, Cannalift, and, more recently, CannaFeels. Halo also owns the discrete sublingual dosing technology, Accudab. The Company intends to spin-off these assets along with its intellectual property and patent application into its own public company by way of a return of capital to Halo’s shareholders.
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 are not limited to, statements in respect of the Transaction and Private Placement, Halo’s planned expansion into the Canadian retail market, 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 E.U., U.K. and Australian 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: unexpected costs or delays in the completion of the Company’s proposed dispensaries and other operation; negative results experienced by the Company as a result of general economic conditions or the ongoing COVID-19 pandemic; delays in the ability of the Company to obtain certain regulatory approvals; unforeseen delays or costs in the completion of the Company’s construction projects; adverse changes to demand for cannabis products; ongoing projects by competitors that may impact the relative size of the Company’s growing operation; adverse changes in applicable laws; adverse changes in the application or enforcement of current laws, including those related to taxation; increasing costs of compliance with extensive government regulation; changes in general economic, business and political conditions, including changes in the financial markets; risks related to licensing, including the ability to obtain the requisite licenses or renew existing licenses for the Company’s proposed operations; dependence upon third party service providers, skilled labor and other key inputs; and the other risks disclosed in the Company’s annual information form dated March 31, 2021 and other disclosure documents 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.