Halo Collective Announces New Appointment to Board of Directors and Completes Securities Issuance to Independent Consultants, Related Parties, and Suppliers
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TORONTO, April 9, 2021 /CNW/ - Halo Collective Inc. ("Halo" or the "Company") (NEO: HALO) (OTCQX: HCANF) (Germany: A9KN) today announces that Co-Founder and Chief Operating Officer, Andreas Met, has stepped down from the Company's Board of Directors in order to facilitate his relocation to Lesotho; a move which will allow a more dedicated response in Halo's commitment to expanding international business operations. Additionally, the Company has completed the issuance of 11,877,135 common shares of the Company (the "Compensation Shares") to certain independent consultants, related parties, and suppliers of the Company, in lieu of cash consideration accrued between October 2020 and February 2021, at a price of C$0.11 per Compensation Share, being the closing price of the common shares of the Company on March 23, 2021.
Given Mr. Met's relocation, Philip van den Berg has been appointed to the Board of Directors and will be serving as a Director of the Company. Mr. van den Berg is the Chief Financial Officer of Halo and a Founding Partner of Levantis Wealth Control Ltd. During his career he has held various positions within research departments, both as an investment analyst and head of research, including Goldman Sachs in London where he co-founded the European research department, and acted as a member of the investment committee.
The Company has also issued an aggregate of 10,000,000 warrants ("Compensation Warrants") to an independent consultant of the Company. The Compensation Warrants have an exercise price of $0.11 and expire one year from the date of issuance.
All Compensation Shares and Compensation Warrants were issued pursuant to an exemption from the prospectus requirement of applicable securities laws. 6,225,651 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"), and such issuances are considered "related party transactions" for the purposes of MI 61-101. 170,651 Compensation Shares were issued to Charles Kie, a director of the Company, and 6,055,000 Compensation Shares were issued to Boiketlo Biomed Pty Ltd., a company controlled by Louisa Mojela, a director of the Company. Such related party transactions are exempt from the formal valuation, and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities being issued to the related parties nor the consideration being paid by the related parties exceeded 25% of the Company's market capitalization. The recipients of the Compensation Shares and the extent of such participation were not finalized until shortly before the completion of the issuance described herein. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the transactions contemplated hereby pursuant to a material change report filed at least 21 days prior to the completion of such transactions.
All of the Compensation Shares were issued pursuant to an exemption from the prospectus requirement of applicable securities laws. 9,894,794 of the Compensation Shares issued are subject to a hold period expiring on the date that is four (4) months and one day from the date of issuance.
In addition, Boiketlo Biomed Pty Ltd. received 6,055,000 Compensation Shares as part of the issuance. Boiketlo Biomed Pty Ltd. was reimbursed for a lease rental payment made by it on behalf of Bophelo Bioscience & Wellness (Pty) Ltd., a wholly-owned subsidiary of the Company.
About Halo Collective
Halo is a leading, vertically integrated cannabis company that cultivates, extracts, manufactures, and distributes quality cannabis flower, oils, and concentrates and has sold approximately nine 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 U.S. 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 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 U.S., 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 to purchase Bar X Ranch in Lake County, developing up to 80 acres of cultivation which would comprise the largest grow in Northern California.
Internationally, the Company's subsidiary Bophelo Bioscience & Wellness (Pty) Ltd. ("Bophelo") is currently cultivating cannabis in Lesotho, which holds one of the most extensive 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 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. The Company intends to spin-off these assets along with its intellectual property and patent application into its own public company by way of a return of capital to Halo's shareholders.
Connect with Halo Collective: Email | Website | LinkedIn | Twitter | Instagram
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: 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.
For further information regarding Halo, see Halo's disclosure documents on SEDAR at www.sedar.com
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