Halo Labs Inc. (“Halo” or the “Company”) (NEO: HALO, OTC: AGEEF, Germany: A9KN) announces that it has agreed to amend the terms of its previously announced “best efforts” offering (the “Offering”) of convertible debenture units (the “Convertible Debenture Units”) to lower the conversion price at which the convertible debentures are convertible into common shares of the Company (the “Debenture Shares”) from $0.70 per Debenture Share to $0.65 per Debenture Share. Canaccord Genuity Corp. will act as the lead agent and sole bookrunner on behalf of a syndicate of agents, including Gravitas Securities Inc., Clarus Securities Inc., Cormark Securities Inc. and PI Financial Corp. (collectively, the “Agents”) in respect of the Offering.
In addition, the Company has been advised by the Agents that they have received expressions of interest from investors exceeding the $10 million that was referenced in the Company’s preliminary short form prospectus dated March 6, 2019 (the “Preliminary Prospectus”) and that the total size of the Offering, including the exchange of the Outstanding Debt (as defined in the Preliminary Prospectus), may be increased to approximately $15 million.
The Convertible Debenture Units will be offered by way of a final short form prospectus (the “Prospectus”). A preliminary prospectus in respect of the Offering has been filed in all of the provinces of Canada, excluding Québec, pursuant to National Instrument 44-101 – Short Form Prospectus Distributions. The preliminary prospectus contains important information relating to the Offering and is still subject to completion or amendment. For more information, potential investors should read the preliminary prospectus which is available on SEDAR at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the Convertible Debenture Units until a receipt for the Prospectus has been issued.
The Company intends to use the net proceeds of the Offering for leasehold improvements at the Company’s facilities, the purchase of extraction equipment, for strategic acquisition opportunities and for general working capital purposes.
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the NEO Aequitas Exchange, and the entering into of an agency agreement by the Company and the Agents.
The securities being offered in connection with the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities being offered in connection with the Offering in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Halo is a cannabis extraction company that develops and manufactures quality cannabis oils and concentrates, which are the fastest growing segments in the cannabis industry. Halo has expertise in all major cannabis manufacturing processes, leveraging proprietary processes and products, and has produced over 3.0M grams of oils and concentrates since inception. The forward-thinking company is led by a strong management team with deep industry knowledge and blue-chip experience. The Company is currently operating in California, Nevada and Oregon as well as Lesotho Africa through a strategic partnership. With a consumer-centric focus, Halo will continue to market innovative branded and private label products across multiple product categories.
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”. The forward-looking information and forward-looking statements contained herein may include, but is not limited to, information concerning the completion of the Offering, the approval of the NEO Aequitas Exchange of the Offering, the receipt of any additional regulatory approvals required to complete the Offering, the number of Convertible Debenture Units to be sold by the Company, the exchange of the Outstanding Debt and the expected use of the proceeds from the Offering.
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, level of activity, performance or achievements of Halo 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.
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 the necessary approvals from the NEO Aequitas Exchange; delays in obtaining approvals from securities regulators; adverse changes in applicable laws; changes in general economic, business and political conditions, including changes in the financial markets and the other risks disclosed in the most recent annual information form and the Preliminary Prospectus (including the documents incorporated by reference therein). 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.
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. Key assumptions used herein are that there will be no unexpected delays regarding approvals from the NEO Aequitas Exchange or other regulatory authorities, the Offering will be completed on the terms and within the timeline expected and no unexpected costs or events will occur requiring a change to the use of net proceeds. 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.