Halo Collective Announces Acquisition of Management Companies in Connection with Previously Announced Dispensary Acquisitions
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TORONTO, March 2, 2021 /CNW/ - Halo Collective Inc. ("Halo" or the "Company") (NEO: HALO) (OTCQX: HCANF) (Germany: A9KN) is pleased to announce that, further to its press release dated February 6, 2021, the Company has completed the acquisition of all of the issued and outstanding membership interests of each of Black & Crimson LLC ("B&C") and POI11 LLC ("POI11"), the management companies of approved social equity applicants SDF11 LLC ("SDF11") and ZXC11 LLC ("ZXC11") respectively, in a strategic move to further the Company's presence in California's growing cannabis market.
Transaction Details
The Company acquired 100% of the membership interests of B&C in exchange for the issuance of 118,650,349 common shares in the capital of the Company ("Common Shares"). B&C is the management company for SDF11 LLC ("SDF11"), a dispensary license applicant in Hollywood, California. 10,000,000 of the Common Shares issued in connection with the acquisition of B&C have been placed into escrow and will be released to the approved designees of the seller upon the achievement of certain pre-determined milestones. 18,650,349 of the Common Shares issued in connection with the acquisition of B&C are subject to volume transfer restrictions set forth in a pooling agreement (the "Pooling Agreement") pursuant to which each holder has agreed not to, on any trading day, sell, through any stock exchange, a number of Common Shares that, together with all other holders subject to the Pooling Agreement and selling Common Shares on such trading day, would exceed in the aggregate 15% of the prior trading day's total volume of the Common Shares.
The Company acquired 100% of the membership interests of POI11 in exchange for the issuance of 118,650,349 Common Shares. POI11 is the management company for ZXC11 LLC ("ZXC11"), a dispensary license applicant in Westwood, California. 10,000,000 of the Common Shares issued in connection with the acquisition of POI11 have been placed into escrow and will be released to the approved designees of the seller upon the achievement of certain pre-determined milestones. 18,650,349 of the Common Shares issued in connection with the acquisition of POI11 are subject to the volume transfer restrictions set forth in the Pooling Agreement.
In connection with the acquisitions of B&C and POI11, the Company issued an aggregate of 17,797,552 Common Shares to an arm's length party as a finder's fee. Such shares are subject to a statutory hold period of four months and one day.
In addition, further to its previous press release, the Company has issued an aggregate of 47,380,770 Common Shares as non-refundable deposits in connection with the acquisitions of SDF11 and ZXC11, which acquisitions are expected to close following receipt of the approval of the Los Angeles Department of Cannabis Regulation. An aggregate of 33,703,848 of such Common Shares are subject to the Pooling Agreement.
About Halo
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 evolve its business and scale efficiently, partnering with trustworthy leaders in the industry, who value the Company's operational expertise in bringing top-tier products to market. Current growth includes expansion in key US markets, the United Kingdom and Africa, with planned expansion into the Canadian retail market.
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 and Oregon. The Company sells cannabis products principally to dispensaries under its own brands, Hush, Mojave, and Exhale, and under partnership or license with OG DNA Genetics, Terphogz (doing business as Zkittlez™) and FlowerShop*, a cannabis lifestyle and conceptual wellness brand in which G-Eazy is a partner and key member of Flowershop*.
As part of continued expansion and vertical integration in the US, Halo boasts several grow operations throughout Oregon and California. In Oregon, the Company has a combined 7 acres of outdoor cultivation, including East Evans Creek, a six-acre grow site in Jackson County, and Winberry Farms; a one-acre grow site located 30 miles outside Eugene in Lane County. In California, the Company is building out Ukiah Ventures, a planned 30,000-square-foot indoor grow, processing, and manufacturing facility including up to an additional five acres of industrial land to expand. Recently, Halo partnered with Green Matter Holding ("GMH") to purchase Bar X Ranch in Lake County, with plans to develop up to 80 acres of cultivation which would comprise the largest grow in Northern California.
Internationally, the Company is currently cultivating cannabis at Bophelo Bioscience & Wellness (Pty) Ltd ("Bophelo") in Lesotho which holds one of the largest marijuana cultivation licenses in Africa with a future capacity of up to 495 acres. To further Halo's global presence, the Company has recently acquired CBPM importation and distribution licensing in the United Kingdom via cannabis suppliers Canmart Ltd ("Canmart"). Halo expects the cultivation and manufacturing operations of Bophelo, combined with the importation and distribution capabilities of Canmart, to drive growth of a well-positioned business to serve the U.K. market.
The Company also has acquired a range of software development assets, including technology platforms CannPOS, Cannalift, and more recently CannaFeels. Halo also owns the discrete sublingual dosing technology, Accudab.
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". Forward-looking information may relate to anticipated events or results including, but not limited to: the release of the Common Shares subject to escrow and the closing of the Company's planned acquisitions of SDF11 and ZXC11, Halo's planned expansion into the Canadian retail market, Halo's planned operations in Malta, the expected size and capabilities of the final facility planned at Ukiah Ventures, the size of Halo's planned cultivation facility in Northern California and the ability of Bophelo and Canmart to serve the U.K. market.
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; delays in obtaining required licenses or approvals; delays or unforeseen costs incurred in connection with construction; the ability of competitors to scale operations in Northern California; delays or unforeseen difficulties in connection with the cultivation and harvest of Halo's raw material; 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.
SOURCE Halo Collective Inc.
Halo Labs, Investor Relations, [email protected]
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