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TORONTO–()–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, the Company is postponing the filing of certain continuous disclosure documents; such documents are expected to be filed on or prior to April 10, 2020.

The Company 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 annual audited financial statements for the year ended December 31, 2019 as required by section 4.2 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102“);
  • The Company’s management discussion & analysis for the year ended December 31, 2019 as required by subsection 5.1(2) of NI 51-102; and
  • The Company’s annual information form for the year ended December 31, 2019 as required by section 6.2 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 April 10, 2020.

Provided below is an update of all material business developments since the date of the last interim financial reports that were filed with respect to the interim period ending September 30, 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 October 11, 2019, the Company completed the acquisition of all of the issued and outstanding common shares of Cannpos Services Corp. (“Cannpos“). As consideration for all of the issued and outstanding shares of Cannpos, the Company issued 18,785,714 common shares in the capital of the Company (“Common Shares“) to the previous shareholders of Cannpos.
  • On October 11, 2019, the Company completed a non-brokered private placement (the “Cannpos Financing“), pursuant to which the Company issued an aggregate of 9,677,420 Common Shares, at a price of $0.31 per Common Share, for aggregate gross proceeds of approximately $3,000,000. On October 16, 2019, the Company completed a second tranche of the Cannpos Financing, pursuant to which the Company issued an aggregate of 3,115,622 Common Shares, at a price of $0.31 per Common Share, for aggregate gross proceeds of $965,842.82.
  • On October 15, 2019, the Company issued 3,997,648 Common Shares, at a deemed value of $0.30 per share, to certain employees and independent contractors of the Company in lieu of aggregate cash consideration of $1,199,295 payable to such employees and independent contractors as compensation.
  • On October 15, 2019, the Company announced the execution of a strategic partnership agreement between Dispensary Track (a wholly-owned subsidiary of the Company) and Greeny.com.
  • On November 8, 2019, the Company issued 6,442,672 Common Shares, at a deemed value of $0.26 per share, to certain employees and independent contractors of the Company in lieu of aggregate cash consideration of $1,675,096 payable to such employees and independent contractors as compensation.
  • On November 25, 2019, the Company announced that it had executed an agreement and plan of merger and reorganization to acquire all of the membership interests of Mendo Distribution and Transportation, LLC (“MDT“).
  • On November 27, 2019, the Company entered into a definitive acquisition agreement among, inter alios, the Company, as purchaser, and Boiketlo Biomed (Pty) Ltd., GMG Financial Services Ltd. and certain third-party lenders, pursuant to which the Company intends to acquire 100% of Bophelo Bioscience & Wellness (PTY) Ltd (“Bophelo“).
  • On December 8, 2019, the Company announced that it had signed a strategic partnership agreement with OG DNA Genetics Inc. (“DNA Genetics“) to exclusively develop its genetics in Oregon through breeding, growing, phenotyping and processing.
  • On December 10, 2019, the Company completed the acquisition of 1,333,333 common shares in the capital of Ukiah Ventures Inc. (“Ukiah“), representing a 17.5% interest in Ukiah. As consideration for the Ukiah shares, the Company issued 5,940,000 Common Shares, at a deemed value of $0.50 per share, representing aggregate consideration with a deemed value of $2.97 million.
  • On December 19, 2019, the Company issued an aggregate 2,162,000 options to certain employees and independent contracts of the Company. The options were granted under the Company’s Stock Option Plan and have an exercise price of C$0.30 with an expiry date of December 19, 2024.
  • On December 20, 2019, the Company issued 3,710,401 Common Shares, at a deemed value of $0.265 per share, to certain employees and independent contractors of the Company in lieu of aggregate cash consideration of $983,257 payable to such employees and independent contractors as compensation.
  • On December 23, 2019, the Company announced that it had entered into a definitive agreement to acquire all of the common shares of Precisa Medical Instruments Corp. (“Precisa“). The Company also announced a concurrent non-brokered private placement.
  • On December 24, 2019, the Company announced that it had entered into a binding letter of intent to acquire all of the common shares of Canmart Limited (“Canmart“) in the United Kingdom.
  • On December 31, 2019, the Company completed the acquisition of all of the issued and outstanding common shares of Precisa. As consideration for all of the issued and outstanding shares of Precisa, the Company issued 13,392,857 Common Shares, at a deemed value of $0.28 per share, representing aggregate consideration with a deemed value of $3.75 million. In connection with the Precisa acquisition, the Company paid a finder’s fee, which was satisfied through the issuance of 1,339,285 Common Shares at a deemed value of $0.28 per share.
  • On December 31, 2019, concurrently with the completion of the Precisa acquisition, the Company completed a non-brokered private placement, pursuant to which the Company issued an aggregate of 3,333,334 Common Shares, at a price of $0.30 per Common Share, for aggregate gross proceeds of approximately $1,000,000.
  • On January 3, 2020, the Company announced that Bophelo had signed a strategic alliance and seed purchase agreement with DNA Genetics, which provides Bophelo with exclusive rights to develop DNA Genetics’ new and existing strains of medical cannabis in Lesotho for worldwide exportation. The initial period of the strategic alliance is five years, with successive five-year renewal options in place. In addition, Bophelo and DNA Genetics entered into an exclusive seed purchase agreement.
  • On January 9, 2020, the Company completed the acquisition of all of the membership interests of MDT. As consideration for the membership interests of MDT, the Company issued 20,907,553 Common Shares, at a deemed value of approximately USD$0.23677 ($0.315) per share, representing an aggregate consideration with a deemed value of USD$4.95 million (approximately $6.59 million).
  • On January 13, 2020, the Company announced that it had expanded its offerings on the cannabis marketplace Eaze to include the Company’s Hush™ product line.
  • On January 14, 2020, the Company caused MDT to exercise its option to purchase Outer Galactic Chocolates LLC (“OGC“). As consideration for the purchase of OGC, the Company expects to issue approximately 1,981,825 Common Shares, at a deemed value of USD$0.2523 ($0.3292) per share, representing an aggregate purchase price with a deemed value of USD$500,000 ($652,400).
  • On January 15, 2020, the Company announced that Bophelo had formally commenced the certification process to achieve European Good Agricultural and Collection Practices (EU GACP) accreditation for cannabis grown at Bophelo’s 200+ hectare cultivation site in Lesotho, Africa.
  • On January 16, 2020, the Company announced that it had entered into two letters of intent concerning the proposed acquisition of LKJ11 LLC (“LKJ11“) (a North Hollywood cannabis dispensary applicant) and Crimson & Black LLC (“Crimson & Black“).
  • On January 22, 2020, the Company’s wholly-owned subsidiary, Coastal Harvest LLC, was granted a Type 13 Distributor Transport-Only License by the State of California Bureau of Cannabis Control permitting the company to transport cannabis goods between licensees.
  • On February 12, 2020, The Company announced that former Chief Strategy Officer, Katharyn M. Field, was promoted to President of the Company.
  • On February 14, 2020, the Company entered into an asset purchase agreement with High Tide and its affiliates, pursuant to which the Company agreed to purchase from the vendors: (i) High Tide’s KushBar retail cannabis brand, (ii) three licensed cannabis retail stores, (iii) the rights to five cannabis retail stores across Alberta (which have received development permits) and (iv) all associated assets (collectively, the “High Tide Assets“). As consideration for the purchase of the High Tide Assets, the Company agreed to pay $12 million, which is to be satisfied through the issuance of Common Shares at a deemed value of $0.26 per Common Shares. In connection with the High Tide Asset acquisition, the Company paid a finder’s fee, which was satisfied through the issuance of 2,307,692 Common Shares.
  • On February 29, 2020, the Company announced that it had entered into a definitive agreement to purchase 66 2/3% of the membership interests of LKJ11. As consideration for the purchase of the membership interests in LKJ11, the Company agreed to issue 42,881,646 Common Shares at a deemed price of USD$0.2332 per share ($0.3116) for an aggregate purchase price reflecting a deemed value of approximately USD$10 million ($13.4 million).
  • On March 2, 2020, the Company issued 9,591,307 Common Shares, at a deemed value of $0.095 per share, to certain employees and independent contractors of the Company in lieu of aggregate cash consideration of $911,175 payable to such employees and independent contractors as compensation.
  • On March 3, 2020, the Company entered into an extended binding letter of intent, extending the binding letter of intent executed on December 24, 2019, to acquire all of the common shares of Canmart.
  • On March 4, 2019, the Company announced that it had entered into a definitive agreement to acquire Cannalift Delivery Inc. (“Cannalift“). The Company also announced a concurrent non-brokered private placement.
  • On March 6, 2020, the Company announced that it had entered into a definitive agreement to acquire all of the outstanding membership interests of Crimson & Black. As consideration for the purchase of Crimson & Black, the Company agreed to issue 6,432,247 Common Shares, at a deemed price of USD$0.2332 ($0.3128) per share, for an aggregate purchase price reflecting a deemed value of approximately USD$1.5 million ($2.01 million).
  • On March 10, 2020, the Company completed the acquisition of all of the issued and outstanding shares of Cannalift. As consideration for all of the issued and outstanding shares of Cannalift, the Company issued 31,000,000 Common Shares, at a deemed price of $0.11 per share, for an aggregate purchase price with a deemed value of approximately $3.41 million. In connection with the Cannalift acquisition, the Company paid a finder’s fee, which was satisfied through the issuance of 2,480,000 Common Shares at a deemed value of $0.11 per share.
  • On March 10, 2020, concurrently with the completion of the Cannalift acquisition, the Company completed a non-brokered private placement, pursuant to which the Company issued an aggregate of 6,363,636 Common Shares, at a price of $0.11 per Common Share, for aggregate gross proceeds of approximately $700,000.
  • On March 13, 2020, the Company announced its intention to complete a non-brokered private placement of convertible debentures for aggregate gross proceeds of up to $3 million.
  • On March 26, 2020, the Company issued 19,493,468 Common Shares, at a deemed value of $0.145 per share, to certain employees and independent contractors of the Company in lieu of aggregate cash consideration of approximately $2.83 million payable to such employees and independent contractors as compensation.
  • On March 27, 2020, the Company announced plans to launch a pilot distillate manufacturing remediation program in California for distillate, live resin, fats and waxes, tails and terpenes and that it is re-opening bulk distillate manufacturing operations in Cathedral City.

About Halo

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 205-hectare cultivation zone via Bophelo as well as planned importation and distribution in the United Kingdom via Canmart.

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.

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