Compensation Shares Issued to Certain Directors in Lieu of Cash
This news release constitutes a “designated news release“ for the purposes of the Company’s prospectus supplement dated May 4, 2021, to its short form base shelf prospectus dated September 2, 2020
Toronto, Ontario – July 20, 2021 – Halo Collective Inc. (“Halo” or the “Company”) (NEO: HALO, OTCQB: HCANF, Germany: A9KN) today announces the issuance of 25,851,260 common shares of the Company to certain independent consultants, related parties, and a supplier of the Company, in lieu of cash consideration (the “Compensation Shares”) at a price of C$0.045 per Compensation Share, being the closing price of the common shares of the Company on July 7, 2021.
On July 20, 2021 the Company issued 25,851,260 Compensation Shares in satisfaction of approximately C$1,163,307 in fees, payables, and other compensation accrued between June 2020 to May 2021 and payable to independent consultants, related parties and a supplier of the Company.
6,276,846 Compensation Shares were issued to related parties (within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)), and such issuances are considered “related party transactions” for the purposes of MI 61-101. 604,850 Compensation Shares were issued to Croftcap Inc., a company controlled by Peter McRae, a director of the Company, 483,039 Compensation Shares were issued to Ryan Kunkel, a director of the Company, 579,688 Compensation Shares were issued to Andrew Turman, a director of the Company, 1,834,158 Compensation Shares were issued to Kiran Sidhu, a director and the Chief Executive Officer of the Company and 2,775,111 Compensation Shares were issued to Boiketlo Biomed Pty Ltd., a company controlled by Louisa Mojela, a director of the Company. Such related party transactions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities being issued to the related parties nor the consideration being paid by the related parties exceeded 25% of the Company’s market capitalization. The recipients of the Compensation Shares and the extent of such participation were not finalized until shortly prior to the completion of the issuance described herein. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the transactions contemplated hereby pursuant to a material change report filed at least 21 days prior to the completion of such transactions.
All of the Compensation Shares were issued pursuant to an exemption from the prospectus requirement of applicable securities laws. 8,272,483 of the Compensation Shares issued are subject to a hold period expiring on the date that is four (4) months and one day from the date of issuance.
In addition, Boiketlo Biomed Pty Ltd. received 2,775,111 Compensation Shares as part of the issuance. Boiketlo Biomed Pty Ltd. was reimbursed for a lease rental payment made by it on behalf of Bophelo Bioscience & Wellness (Pty) Ltd., a wholly-owned subsidiary of the Company.
About Halo Collective Inc.
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 expand its business and scale efficiently, partnering with trustworthy leaders in the industry, who value Halo’s operational expertise in bringing top-tier products to market.
The Company is currently operating in the United States in California and Oregon, in Southern Africa in the Kingdom of Lesotho, and in the United Kingdom. The Company sells cannabis products principally to dispensaries in the U.S. under its brands, Hush, Mojave, and Exhale, and under partnership or license with DNA Genetics, Terphogz and FlowerShop, a cannabis lifestyle and conceptual wellness brand in which G-Eazy is a partner and key member of FlowerShop. The Company has also acquired three KushBar retail cannabis stores location in the Canadian province of Alberta, as a first in its planned entry into the Canadian market leveraging its Oregon and California brands.
As part of continued expansion and vertical integration in the U.S., Halo boasts several grow operations throughout Oregon and two planned in California. In Oregon, the Company has a combined 9 acres of outdoor cultivation, including East Evans Creek, a six-acre grow site in Jackson County, Blue Sky Farms, a two-acre grow site located 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 and cannabis processing facility including up to an additional five acres of industrial land to expand this indoor grow site. Recently, Halo partnered with Green Matter Holding to purchase Bar X Farm in Lake County, developing up to 80 acres of cultivation which would comprise the largest single licensed grow in California.
Halo 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 applications into its subsidiary Halo Tek Inc. and complete a distribution to shareholders on a record date to be determined by Halo.
Halo has recently announced its intention to reorganize its non-U.S. operations into a newly formed corporation called Akanda Corp. (“Akanda”) whose mission will be to provide high quality and ethically sourced medical cannabis products for patients worldwide. Akanda will seek to deliver on this promise while driving positive change in wellness, empowering individuals in Lesotho, and by uplifting the quality of the lives of employees and the local communities where it operates – and while limiting its carbon footprint. Akanda will combine the scaled production capabilities of Bophelo Bioscience & Wellness Pty. Ltd. (“Bophelo”), Halo’s Lesotho-based cultivation and processing campus, located in the world’s first Special Economic Zone (SEZ) containing a cannabis growth operation, with distribution and route-to-market through Canmart Ltd. (“Canmart”), Halo’s UK-based fully approved pharmaceutical importer and distributor which supplies pharmacies and clinics within the U.K. With a potential maximum licensed canopy area of 200 hectares (495 acres), Bophelo has scalability that is arguably unmatched in the world today.
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 proposed manufacturing and distribution of Papa’s Herb branded products by Halo in the state of Oregon and the impact thereof on the prospects of Halo, the manufacturing and distribution of THC beverages by Halo, development and expansion of Bophelo’s operations and the granting of certifications, 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 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: unforeseen delays or circumstances that prevent the applicable stock exchanges from commencing trading in the Company’s shares or warrants; 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, changes in general economic, business and political conditions, including changes in the financial markets; 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.
Third Party Information
This press release includes market and industry data that has been obtained from third party sources, including industry publications. The Company believes that the industry data is accurate and that its estimates and assumptions are reasonable, but there is no assurance as to the accuracy or completeness of this data. Third party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there is no assurance as to the accuracy or completeness of included information. Although the data is believed to be reliable, the Company has not independently verified any of the data from third party sources referred to in this press release or ascertained the underlying economic assumptions relied upon by such sources.