Halo Labs Inc. (“Halo” or the “Company”) (NEO: HALO, OTCQX: AGEEF, Germany: A9KN) wishes to correct the Company’s press release dated June 20, 2020 (the “Initial Release”) with respect to the issuance of 12,043,924 common shares of the Company to certain independent consultants and related parties of the Company, in lieu of cash consideration (the “Compensation Shares”) at a price of C$0.10 per Compensation Share, being the closing price of the common shares of the Company on May 26, 2020, and the issuance of 1,000,000 warrants (“Compensation Warrants”) with an exercise price of $0.10 and an expiry date that is one year from the date of issuance to an independent consultant (collectively, the “Issuance”).
The Initial Release stated that the Issuance had been completed on June 20, 2020. However, Halo wishes to clarify that the Issuance was completed and the Compensation Shares and Compensation Warrants have been issued as of June 26, 2020. As stated in the Initial Release, the Company issued 12,043,924 Compensation Shares in satisfaction of approximately C$1,204,392.77 in fees, payables, and other compensation accrued between January 2020 and April 2020 and payable to related parties and independent consultants of the Company.
All of the Compensation Shares were issued pursuant to an exemption from the prospectus requirement of applicable securities laws. 4,054,087 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”)). The Company is relying on the exemptions from the formal valuation requirements and minority shareholder approval requirements of MI 61-101 contained in Section 5.5(a) and Section 5.7(1)(a) in respect of the related party transaction on the basis that the fair market value of the Issuance does not exceed more than 25% of the Company’s market capitalization.
In addition, Phil Levtov and Jeremy Hayes, each an independent consultant of the Company, received 4,025,340 and 2,824,800 Compensation Shares, respectively, as part of the Issuance. Mr. Levtov provides investor relations services to Halo in Europe and the Middle East. Mr. Hayes provides superfiltration consulting services.
Halo is a global cannabis extraction company that develops and manufactures quality cannabis oils and concentrates, which are the fastest growing segments in the cannabis industry. Halo is a global leader in cannabis oil and concentrates, having produced over 5.0 million grams of oils and concentrates since inception. The Company has expertise across all major cannabis manufacturing processes, leveraging a variety of proprietary processes and products. The forward-thinking company is led by a strong management team with deep industry knowledge and blue-chip experience. The Company is currently operating in California and Oregon, as well as in Nevada with our partner Just Quality, LLC, and in Lesotho with the 200-hectare Bophelo cultivation zone.
With a consumer-centric focus, Halo will continue to market innovative, branded, and private label products across multiple product categories. Halo recently acquired Dispensary Track platform which will alleviate customer flow constraints experienced by dispensaries and enable direct consumer interaction. 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”.
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: unexpected costs or delays in the completion of the Company’s ongoing acquisitions; negative results experienced by the Company or potential acquisition targets as a result of general economic conditions or the ongoing COVID-19 pandemic; delays in the ability of the Company or Bophelo to obtain certain regulatory approvals, including, the GACP certification, local licenses or the necessary import and export permits; unforeseen delays or costs in the completion of the Company’s construction projects; unwillingness of employees or consultants to accept shares in lieu of cash consideration; an inability to identify suitable brands for acquisition; adverse changes to demand for cannabis products; ongoing projects by competitors; adverse changes in applicable laws; adverse changes in the application or enforcement of current laws, including those related to taxation; increasing costs of compliance with extensive government regulation; changes in general economic, business and political conditions, including changes in the financial markets and in particular in the ability of the Company to raise debt and equity capital in the amounts and at the costs that it expects; risks related to licensing, including the ability to obtain the requisite licenses or renew existing licenses for the Company’s proposed operations; dependence upon third party service providers, skilled labor and other key inputs; risks inherent in the agricultural and retail business; intellectual property risks; risks related to litigation; dependence upon senior management; and the other risks disclosed in the Company’s annual information form dated as of the date hereof. 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.