Not for Distribution to U.S. Newswire Services or For Dissemination in the United States
Toronto, Ontario – November 5, 2020 – Halo Labs Inc. (“Halo” or the “Company“) (NEO: HALO, OTCQX: AGEEF, Germany: A9KN) is pleased to report that the Company intends to release financial records on or before Nov. 13, 2020 for the quarter ended on Sept. 30, 2020. The Company also reports that Fred Leigh has resigned from its board of directors for personal reasons.
“Fred’s advice and guidance has been incredibly valuable in helping us scale our business over the last two years”, stated Kiran Sidhu, Chief Executive Officer of the Company. He continued “We thank Fred for his many contributions to the Company and wish him success in the future.”
Lastly, the Company is pleased to announce that further to its press release of October 3, 2020 and in connection with the proposed acquisition (the “Acquisition”) by the Company of all of the issued and outstanding common shares in the capital of Canmart Ltd. (“Canmart”), in exchange for common shares (the “Shares”) in the capital of the Company (the “Acquisition”), the Company has entered into an amending agreement (the “Amending Agreement”) to amend the share purchase agreement dated October 1, 2020 in respect of the Acquisition. Pursuant to the Amending Agreement, the Company will now issue an aggregate of 135,416,666 common shares (the “Payment Shares”) to the holders of all of the issued and outstanding common shares in the capital of Canmart.
Pursuant to the Amending Agreement, 52,083,334 Payment Shares will be issued at closing, with the remaining two tranches of 52,083,332 Payment Shares and 31,250,000 Payment Shares to be issued upon the achievement of performance milestones within two years from the closing of the Acquisition. This includes selling legally imported prescriptions to 50 unique patients as well as importing £150,000 of medical cannabis products at a cost low enough to generate profitable sales.
In connection with the closing of the Acquisition, Halo also plans to issue an aggregate of 10,156,250 common shares as a transaction fee to Anmoho LLC an arm’s length consultant of the Company. The consulting services Anmoho LLC provided include general and advisory review, due diligence, the preparation of a valuation and supporting the Company in negotiations with the vendor.
Completion of the Acquisition is subject to the satisfaction or waiver of customary closing conditions, including receipt of approval from the NEO Exchange 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 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. The Company also has acquired a range software development assets, such as the technology platforms CannPOS, Cannalift, and more recently signed a deal to acquire CannaFeels. Halo also owns the inhalation technology Accudab.
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 has signed a definitive deal to acquire CBPM importation and distribution licensing in the United Kingdom via cannabis supplier, Canmart.
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 include, but are not limited to, statements regarding the Company’s acquisition of Canmart, intention to release financial statements, and the resignation of Fred Leigh.
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 required approvals from regulators, 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 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