Not for Distribution to U.S. Newswire Servicers or For Dissemination in the United States
Toronto, Ontario — September 18, 2020 – Halo Labs Inc. (“Halo” or the “Company”) (NEO: HALO, OTCQX: AGEEF, Germany: A9KN) today announced the issuance of 15,566,078 common shares of the Company to certain independent consultants, directors, employees, and suppliers of the Company, in lieu of cash consideration (the “Compensation Shares”) at a price of C$0.10 per Compensation Share, being the closing price of the common shares of the Company on September 4, 2020.
Kiran Sidhu, Chief Executive Officer of the Company, stated “The willingness of our consultants, over the past 12 months, to satisfy certain of the Company’s obligations in shares has helped us conserve cash as we navigated the recent volatility in global markets. Following the launch of our at-the-market financing program and the recently announced promissory note that provides the Company with $14 million in available funds, we are now positioned to shift away from satisfying debt through share issuances and ready to focus on using our available capital to drive growth and increase shareholder value.”
The Company has also issued 2,000,000 warrants (“Compensation Warrants”) to an independent consultant. The Compensation Warrants have an exercise price of $0.10 and have an expiry date of one year from the date of issuance.
The Company’s issuance of 15,566,078 Compensation Shares is in satisfaction of approximately C$1,556,608 in fees, payables, and other compensation accrued between April 2020 and August 2020 and payable to related parties, independent consultants of the Company and a supplier of the Company. All of the Compensation Shares were issued pursuant to an exemption from the prospectus requirement of applicable securities laws. 7,723,835 of the Compensation Shares issued are subject to a statutory hold period expiring on the date that is four (4) months and one day from the date of issuance. 3,015,993 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”)).
In connection with the above transaction, certain “related parties” for the purposes of MI 61-101 received Compensation Shares and the issuances thereto are considered “related party transactions” for the purposes of MI 61-101. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 and the minority shareholder approval requirement in section 5.6 of MI 61-101 as the fair market value of the subject matter of, nor the fair market value of the consideration, for the transaction, insofar as it involves related parties, is not more than 25% of the Company’s market capitalization.
In addition, Michael Sebour and Jeremy Hayes, each an independent consultant of the Company, received 4,826,250 and 6,345,000 Compensation Shares, respectively, as part of the issuance. Mr. Sebour provided Rental Services and services related to post merger integration in connection with the Company’s recent acquisition of Ukiah Ventures Inc. Mr. Hayes provides superfiltration consulting services to the Company.
Halo is a leading, vertically-integrated cannabis company that cultivates, extracts, manufactures and distributes quality cannabis flower, oils, and concentrates, and has sold approximately six million grams of oils and concentrates since inception. Halo continues to scale efficiently, partnering with trustworthy leaders in the industry, who value their operational expertise in bringing top-tier products to market. Current growth includes expansion in key markets in the United States and Africa, with planned geographic expansion into U.K. and Canadian markets. With a consumer-centric focus, Halo markets value-driven, branded, and private-label products across multiple product categories.
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, Oregon, and Nevada. Internationally, the Company is currently cultivating cannabis at Bophelo Bioscience & Wellness (Pty) Ltd, in Lesotho under a 200-hectare license and is planning importation and distribution of CBPM’s into the United Kingdom via Canmart.