Not for Distribution to U.S. Newswire Servicers or For Dissemination in the United States.
All figures in USD, unless stated otherwise
TORONTO, June 21, 2021 – Halo Collective Inc. (“Halo” or the “Company“) (NEO: HALO) (OTCQB: HCANF) (Germany: A9KN) is pleased to announce that, further to its previous announcement on June 7, 2021, it has completed its licensing arrangement with Elegance Brands, Inc. (“Elegance“) for THC-infused beverage products, and the acquisition of 100% of a subsidiary of Elegance (the “Acquired Company“) by way of a three cornered amalgamation, in exchange for the issuance of 129,350,461 common shares in the capital of the Company (“Common Shares“) to a wholly owned subsidiary of Elegance (the “Vendor“).
The Acquired Company has entered into a license agreement with Elegance whereby Elegance has provided the Acquired Company with an exclusive license to the intellectual property rights for Elegance’s THC brands and has agreed to provide support to the Acquired Company on operations and manufacturing technology for the manufacture and sale of certain THC-infused beverage products in exchange for a 2% royalty on all sales generated from these brands. The Acquired Company also holds manufacturing equipment custom-built for THC beverage production and 9,333,333 class A shares in the capital of Elegance (“Elegance Shares“), representing approximately 6% of the outstanding shares of Elegance on a fully-diluted basis. In connection with the transaction, Elegance also issued class A share purchase warrants to Halo, which allow Halo to acquire up to 5,000,000 Elegance Shares, with each warrant exercisable at a price of $0.75 per Elegance Share for a period of 18 months from the closing of the transaction.
18,478,638 of the Common Shares issued to the Vendor on closing are free-trading and not subject to contractual restrictions on transfer. The remaining 110,871,823 Common Shares issued to the Vendor on closing are subject to contractual restrictions on transfer whereby 18,478,638 of such Common Shares in the case of the first release and 18,478,637 Common Shares thereafter will be released from such restrictions and become freely-tradeable on the 21st day of each calendar month following closing until all of such Common Shares have been released.
In connection with the transaction, Halo has entered into a finder’s agreement (“Finder’s Agreement“) with 1306489 B.C. Ltd. (the “Finder“). Pursuant to the terms of the Finder’s Agreement, Halo has issued 9,701,285 Common Shares (“Finder’s Fee Shares“) to the Finder as a finder’s fee, being the number of Common Shares equal to 7.5% of the aggregate number of Common Shares issued to the Vendor in connection with the transaction. The Finder’s Fee Shares are subject to a statutory hold period of 4 months and one day.
About Elegance Brands, Inc.
Elegance Brands, Inc. is a global beverage company that develops, markets, and distributes products with a focus on innovation. In addition to its flagship brand, SWAY Energy + Immunity Drink, Elegance Brands offers a range of functional beverages, plus super-premium spirits and alcohol brands, including Elegance Vodka across a network of best-in-class distributors in the U.S. as well as direct to consumer via its various brands’ websites. For more information about the Elegance story, visit http://www.elegance-brands.com.
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 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 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 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 grow in California.
Internationally, the Company’s subsidiary Bophelo Bioscience & Wellness Pty. Ltd. (“Bophelo”) is currently cultivating medicinal cannabis in Lesotho. Once fully built out, Halo believes Bophelo to be one of the largest licensed marijuana cultivation sites in the world 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 medical cannabis suppliers 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 applications into its subsidiary Halo Tek Inc. and complete a distribution to shareholders on a record date to be determined by Halo.
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 completion of the 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, the ability of Bophelo and Canmart to serve the U.K. market and Halo’s intention to spin out certain of its technology related businesses.
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 Company from manufacturing THC-infused beverages; 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.