Not for Distribution to U.S. Newswire Servicers or For Dissemination in the United States
June 08, 2020 11:37 PM Eastern Daylight Time
TORONTO–(BUSINESS WIRE)–Halo Labs Inc. (“Halo” or the “Company”) (NEO: HALO, OTCQX: AGEEF, Germany: A9KN) today announces that the Company has entered into an amended and restated promissory note (the “A&R Promissory Note”) for a principal amount of up to $10 million.
“The amended and restated note will further strengthen Halo’s balance sheet and provide a capital line for the Company to draw upon as may needed.”
The A&R Promissory Note amends and restates the unsecured debt financing agreement (the “Original Loan Agreement”) that the Company entered into with a private arm’s-length lender (the “Lender”), as previously disclosed in the Company’s press release dated September 18, 2019.
Pursuant to the terms of the A&R Promissory Note, the Lender may convert the principal amount outstanding under the A&R Promissory Note into common shares in the capital of the Company (“Common Shares”) at a conversion price equal to the greater of: (i) 80% of the closing market price of the Common Shares on the Neo Exchange Inc. (or such other primary stock exchange on which the Common Shares are then listed) on the day preceding the date on which the Lender delivers a conversion notice to the Company; and (ii) $0.10. The initial term of the A&R Promissory Note was unamended and interest accrues at a rate of 9% per annum until September 18, 2020, following which the Company may extend the term for an additional 12 months at an interest rate of 13% per annum.
The A&R Promissory Note includes a commitment of the Lender to advance up to the full $10 million principal amount upon the request of the Company. As of the date hereof, the Company has taken an initial draw of $1 million which the Lender elected to convert into an aggregate of 9,090,909 Common Shares immediately following the entering into of the A&R Promissory Note.
The A&R Promissory Note contains language preventing the Lender from converting any amount outstanding thereunder if such conversion would result in: (i) the Lender and any person acting in combination or in concert with the Lender, holding greater than 9.99% of the outstanding Common Shares after giving effect to the conversion and issuance, without the Lender having filed and cleared a personal information form with the NEO Exchange; or (ii) the Lender and any person acting in combination or in concert with the Lender, holding greater than 19.99% of the outstanding Common Shares after giving effect to the conversion and issuance.
In addition, in connection with the execution of the A&R Promissory Note, the 5,000,000 common share purchase warrants of the Company granted to the Lender in connection with the Original Loan Agreement have been cancelled.
“We are very pleased to have amended the terms of our existing loan agreement,” commented Kiran Sidhu, CEO and Co-Founder of Halo. “The amended and restated note will further strengthen Halo’s balance sheet and provide a capital line for the Company to draw upon as may needed.”
A copy of the A&R Promissory Note will be filed under the Company’s profile on SEDAR at www.sedar.com.
Halo is a leading cannabis cultivation, manufacturing, and distribution company that grows and extracts and processes quality cannabis flower, oils, and concentrates and has sold over 5 million grams of oils and concentrates since inception. Additionally, Halo has continued to evolve its business through delivering value with its products and now via verticalization in key markets in the United States and Africa with planned expansion into European and Canadian markets. With a consumer-centric focus, Halo markets innovative, branded, and private label products across multiple product categories.
Recently, the Company entered into binding agreements to acquire a dispensary in Los Angeles, and Canmart Limited which holds wholesale distribution and special licenses allowing the import and distribution of cannabis based products for medicinal use (CBPM’s) in the United Kingdom. Halo is led by a strong, diverse management team with deep industry knowledge and blue-chip experience. The Company is currently operating in the United States in California, Oregon, and Nevada while having an international presence in Lesotho within a planned 200-hectare cultivation zone via Bophelo Bioscience & Wellness (PTY) Ltd. as well as planned importation and distribution in the United Kingdom via Canmart Limited.
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”.
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 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.