Halo Collective Readies Akanda for a Senior Exchange Listing by Entering into a Share Purchase Agreement
Not for Distribution to U.S. Newswire Services or For Dissemination in the United States
Toronto, September 30, 2021 –Halo Collective Inc. (“Halo” or the “Company”) (NEO: HALO) (OTCQB: HCANF) (Germany: A9KN) today announced that it has entered into an agreement (“the Agreement”) with Akanda Corp. (“Akanda”) in connection with the previously announced sale of its international assets (the “Transaction”).
Prior to the completion of the Transaction, the Company intends to complete an internal reorganization, pursuant to which each of Bophelo Bio Science & Wellness (Pty) Ltd. (“Bophelo”) and CanMart Ltd. (“CanMart”) will become, directly or indirectly, wholly-owned subsidiaries of Cannaheath Limited (“Cannahealth”), which will be a direct wholly-owned subsidiary of the Company (the “Reorganization”). In accordance with the terms of the Agreement, the Company will then exchange 100% of the issued and outstanding shares of Cannahealth to Akanda in exchange for 13,129,212 common shares in the capital of Akanda (“Akanda Shares”), representing aggregate consideration of US$13,129,212, which is equal to Halo’s book value of Bophelo and CanMart.
The terms of the Agreement at book value for Cannahealth are the result of a process that began in June when Halo announced its planned Reorganization. Since then, leadership of Akanda has been actively seeking to add significant value by achieving GACP certification for cannabis grown at Bophelo, by expanding its route to the market to the rapidly growing European cannabis market through a distribution agreement with Cantourage, and by bolstering its management team, among other strategic initiatives.
Immediately following the completion of the Transaction, it is expected that Halo will own approximately 68.3% of the issued and outstanding Akanda Shares before taking into account any Akanda Shares to be issued pursuant to the Akanda Financing (as defined herein), as well as any Akanda Shares that may be issued in relation to the formation of Akanda’s proposed ESG Trust and the settlement of certain loans. Upon closing of the Transaction, the Company and Akanda will enter into an investor rights agreement that provides the Company with certain rights with respect to its Akanda Shares, including, but not limited to, information rights, Akanda Board of Directors nomination and observer rights, and right of first offer to participate in certain future equity offerings by Akanda.
Closing of the Transaction is subject to customary conditions, including the completion of the Reorganization and the receipt of all necessary regulatory approvals. Closing of the Transaction is also subject to a condition precedent in favour of the Company that Akanda has been provided with executed subscription agreements in respect of the purchase of Akanda Shares for aggregate gross proceeds of not less than US$5 million (or such lesser amount as may be determined by the Company) (the “Akanda Financing”). Closing is expected to occur in October 2021.
Bridgemark Management Ltd. has prepared a fairness opinion (the “Fairness Opinion”) in respect of the Transaction for the Board of Directors of the Company concluding that, as of the date of the Fairness Opinion, the terms of the Transaction are fair, from a financial point of view to the shareholders of the Company.
“This innovative transaction positions Halo to focus on the significant and growing opportunity in North America, while enabling Akanda to address the large and rapidly growing medical cannabis markets in the U.K., Europe, Africa and Asia-Pacific,” stated Kiran Sidhu, Chief Executive Officer of Halo. “As an independent company with all non-U.S. medicinal operations, Akanda will be freed from being a wholly owned subsidiary of a U.S. plant-touching multi-state operator (MSO), which is expected to enhance its opportunities to increase shareholder value and eliminate the potential IRS Section 280E income tax treatment for Akanda. Meanwhile, Halo shareholders will continue to benefit as equity owners of Akanda, as both companies work to increase share in their respective markets and create lasting value.”
Added Tej Virk, Chief Executive Officer of Akanda, “We are collectively executing on a plan to unlock shareholder value by creating a company focused on delivering ethically sourced medical cannabis and wellness products to international markets, underpinned by trusted brands. As an independent company operating in jurisdictions where cannabis is federally legal, we have a number of previously inaccessible financing and value creation tools at our disposal to help us achieve this vision.”
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 eleven million grams of oils and concentrates since inception. The Company 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.
Halo currently operates in the United States in Oregon and California, Canada, Southern Africa in the Kingdom of Lesotho, and the United Kingdom. The Company sells cannabis products principally to dispensaries in the U.S. under its brands Hush, Mojave, and Exhale, and under license agreements with Papa’s Herb®, DNA Genetics, Terphogz, and FlowerShop*, a cannabis lifestyle and conceptual wellness brand that includes G-Eazy as a partner and key member.
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 11 acres of owned and contracted outdoor and green house cultivation, including East Evans Creek, a six-acre grow site in Jackson County with four licenses owned and operated by Halo and two third-party licenses under contract to sell all of their product to Halo; Winberry Farms, a one-acre grow site located 30 miles outside of Eugene in Lane County with a license owned and operated by Halo; and William’s Wonder Farms, a three-acre grow site in Applegate Valley, under contract to sell all of its product to Halo pending the closing of Halo’s acquisition of its licenses and business assets. Halo has recently acquired Food Concepts. Food Concepts LLC is the master tenant of an approximately 55,000 sq.ft. indoor cannabis cultivation, processing, and wholesaling facility in Portland, Oregon operated by the Pistil Point entities.
In California, the Company is building out Ukiah Ventures, a planned 30,000 sq. ft. indoor cannabis grow and processing facility, which will include up to an additional five acres of industrial land to expand the site. Recently, Halo partnered with Green Matter Holding in California to purchase a property in Lake County, developing up to 63 acres of cultivation, comprising one of the largest licensed single site grows in California. Halo also plans to expand its operations in California by opening three dispensaries in North Hollywood, Hollywood, and Westwood, one of which may serve as the first FlowerShop* branded dispensary.
In Canada, Halo acquired three KushBar retail cannabis stores located in Alberta as a first in its planned entry into the Canadian market, leveraging its Oregon and California brands. With the KushBar retail stores as a foundation, the Company plans to expand its foothold in Canada.
Halo has also acquired a range of software development assets, including CannPOS, Cannalift, and, more recently, CannaFeels. In addition, Halo owns the discrete sublingual dosing technology, Accudab. The Company intends to spin-off these assets and its intellectual property and patent applications into its subsidiary Halo Tek Inc. and expects to 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 entity called Akanda Corp., whose mission will be to provide high-quality and ethically sourced medical cannabis products to patients worldwide. Akanda will seek to deliver on this promise while driving positive change in wellness, empowering individuals in Lesotho, and uplifting the quality of the lives of employees and the local communities where it operates, all while limiting its carbon footprint. Akanda will combine the scaled production capabilities of Bophelo Bioscience & Wellness Pty. Ltd., Halo’s Lesotho-based cultivation and processing campus located in the world’s first Special Economic Zone (SEZ) containing a cannabis cultivation operation, with distribution and route-to-market efficiency of Canmart Ltd., Halo’s UK-based fully approved pharmaceutical importer, and distributor that 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
About Akanda Corp.
Akanda is a recently formed Ontario corporation that was founded in connection with the contemplated Reorganization. Following completion of the Transaction, Akanda will be an international medical cannabis company, cultivating ethically sourced cannabis of the highest quality at scale, leveraging trusted brands, at a low-cost compared to many of its competitors. Akanda’s initial portfolio will include key businesses such as Bophelo, a cultivation and processing campus in the Kingdom of Lesotho in Southern Africa, with distribution and route-to-market through CanMart, a UK-based fully approved pharmaceutical importer and distributor which supplies pharmacies and clinics within the U.K.
Bophelo operates a campus in the Kingdom of Lesotho focused on the cultivation and production of medical cannabis products for international export. Akanda believes Bophelo to be one of the largest licensed marijuana cultivation sites in the world with access to a maximum of 200 hectares of canopy. Through partnerships and licensing agreements with award-winning seed producers, including DNA Genetics, Bophelo will provide Akanda with a low-cost gateway to the broader African continent and access to international markets. CanMart is one of a limited number of fully-approved importers and distributors of medical cannabis products in the U.K. market with supply and distribution to pharmacies and clinics throughout the U.K. CanMart is committed to providing a range of the best possible cannabis-based medicinal products sourced from around the world.
A cornerstone of Akanda’s value system is its fundamental commitment to using its operations as a force for sustainability and social good. Akanda will seek to deliver on this promise by 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 – while limiting its carbon footprint. Adhering to best practice ESG sustainability and disclosure standards is among Akanda’s highest priorities.
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 completion of the Reorganization, the closing of the Transaction, the expected size of any capital raise to be completed by Akanda, the percentage of the Akanda Shares to be owned by Halo following the Transaction, Halo’s expectations regarding the expansion of processing, production and distribution operations and the financial performance thereof, the Company’s plans to expand in Canada and California, 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, the proposed spin-off with Halo Tek Inc. and Halo’s proposed plans to re-organize its non-U.S. operations via Akanda Corp.
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 any required regulatory approvals in connection with the Transaction, the inability of Akanda to raise capital on the terms currently expected by management of Akanda, changes in the consumer market for cannabis products, changes in the expected outcomes of the proposed changes to Halo’s operations, delays in obtaining required licenses or approvals necessary for the build-out of Oregon operations, the proposed spin-out with Halo Tek Inc. or the proposed reorganization with Akanda Corp., 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.
This press release shall not constitute an offer to sell nor the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.