May 15, 2020
Not for Distribution to U.S. Newswire Servicers or For Dissemination in the United States
Toronto, Ontario – May 15, 2020 – Halo Labs Inc. (“Halo” or the “Company“) (NEO: HALO, OTCQX: AGEEF, Germany: A9KN) today announces that, due to delays caused by the COVID-19 pandemic, it is relying on the exemption provided in Ontario Instrument 51-502 – Temporary Exemption from Certain Corporate Finance Requirements (the “Instrument“) of the Ontario Securities Commission (and similar exemptions provided by other Canadian securities regulators) to postpone the filing of the following continuous disclosure documents (collectively, the “Disclosure Documents“):
- The Company’s interim financial statements for the three months ended March 31, 2020 as required by section 4.4(a) of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102“); and
- The Company’s management discussion & analysis for the three months ended March 31, 2020 as required by subsection 5.1(2) of NI 51-102.
The Instrument provides the Company with an additional 45 days from the deadline otherwise applicable under Ontario securities laws to make the filing. The Company’s management and other insiders are subject to a trading blackout reflecting the principles contained in section 9 of National Policy 11-207 – Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions.
The Company expects to file the Disclosure Documents on or prior to June 19, 2020.
Provided below is an update of all material business developments since the date of the last annual financial reports that were filed with respect to the period ending December 31, 2019. Each of such developments has previously been disclosed via press release, all of which are available under the Company’s SEDAR profile at www.sedar.com:
- On April 17, 2020, the Company entered into a letter of intent to acquire a 25% membership interest in Feel Better, LLC, dba FlowerShop (“FlowerShop“) for US$1.5 million, payable primarily in common shares of the Company (“Common Shares“). In connection with such acquisition, it is expected that the Company and FlowerShop will execute a licensing agreement for the manufacture, and distribution by the Company of FlowerShop branded products in Oregon, California and Nevada.
- On April 20, 2020, the Company announced that it had, through its wholly-owned subsidiary 1245316 B.C. Ltd., completed the acquisition of all of the issued and outstanding common shares of Nasalbinoid Natural Devices Corp. (“Nasalbinoid“), pursuant to the terms of a definitive agreement executed on April 3, 2020. As consideration for all of the issued and outstanding shares of Nasalbinoid, the Company issued 34,000,000 Common Shares. Concurrently with the completion of the Nasalbinoid acquisition, the Company completed a non-brokered private placement for aggregate gross proceeds of approximately $425,000. In connection with the Nasalbinoid acquisition and concurrent financing, the Company issued an aggregate of 3,400,000 Common Shares as a finder’s fee to an arm’s-length consultant.
- On April 28, 2020, the Company issued 10,860,213 Common Shares to certain independent contractors of the Company in lieu of aggregate cash consideration payable to such independent contractors as compensation.
- On April 28, 2020, the Corporation announced that it had further extended its letter of intent with Canmart Limited. The letter of intent has been extended for an additional 60 days to June 21, 2020.
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”. The forward-looking information and forward-looking statements contained herein includes, but is not limited to, the timing of the filing of the Disclosure Documents and certain proposed transaction contemplated by the Company.
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. 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.