Not for Distribution to U.S. Newswire Servicers or For Dissemination in the United States
All figures in USD unless stated otherwise
Toronto, April 20, 2021 – Halo Collective Inc. (the “Company”) is pleased to announce it has completed its acquisition of 100% of the membership interests of Nature’s Best Resources LLC (“Nature’s Best”) in exchange for the issuance of up to 44,047,619 common shares in the capital of the Company (“Common Shares “). 35,119,048 of the Common Shares issued at the closing have been placed into escrow and will be released to the selling member upon the satisfaction of certain predetermined milestones by Nature’s Best as follows:
- 8,928,570 Common Shares will be released on or before June 1, 2021, provided that the selling member has repaid $250,000 owed to the Company.
- 14,285,715 additional Common Shares will be released on or before October 1, 2021, provided that certain equipment has been delivered to the Company.
- The remaining 11,904,762 Common Shares will be released on or before March 1, 2022, provided that Nature’s Best has produced and sold a batch of hash or hash rosin in each of Oregon and California, each measuring at least 100 grams.
If any milestone is not satisfied by the date specified for its completion, the corresponding number of Common Shares will be returned to the Company.
The Common Shares are subject to volume transfer restrictions that prohibit, on any trading day, the sale, through any stock exchange, of a number of Common Shares that would exceed 10% of the prior trading day’s total volume of the Common Shares.
In connection with the acquisition, the Company has agreed to issue 4% of the aggregate number of Common Shares issued to the Company to an arm’s length party as a finder’s fee, up to a total of 1,978,609 Common Shares. Such shares are subject to a statutory hold period of four months and one day.
About Nature’s Best
Nature’s Best is a premier consumer-driven cannabinoid company specializing in product development, production, distribution, and retail placement of cannabinoid rosin products. Our development team includes a pharmacologist and process engineer with 30 years of experience, product distribution, and retail placement executive with 20 years of experience, as well as an experienced team in cannabinoid operations in Oregon and California.
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 Halo Tek, which is planned to be 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
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: 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.