Halo Collective Inc. (“
Halo” or the
“
Company”) (NEO: HALO) (OTCQX: AGEEF) (Germany:
A9KN), is pleased to announce that is has entered into an agreement
pursuant to which Eight Capital, on behalf of a syndicate of
underwriters (collectively the “
Underwriters”),
has agreed to offer for sale units of the Company (the
“
Units”) on an overnight marketed basis (the
“
Offering”).
The Offering is expected to be priced in the
context of the market, with the final terms of the Offering to be
determined at the time of pricing. There can be no assurance as to
whether or when the Offering may be completed, or as to the actual
size or terms of the Offering. The closing of the Offering will be
subject to certain conditions including, but not limited to, the
receipt of all necessary approvals, including the approval of the
NEO Exchange Inc.
The Company intends to grant the Underwriters an
option, exercisable in whole or in part, at any time not later than
the 30th day following the closing of the Offering, to
purchase up to an additional 15% of the Units offered in the
proposed Offering for market stabilization purposes and to cover
over-allotments, if any.
The net proceeds of the Offering are expected to
be used for raw materials and packaging supplies, capital
equipment, the build-out of the Company’s proposed dispensary in
North Hollywood, California, development of the Bar-X Ranch in Lake
County, California and an indoor cultivation facility in Ukiah,
California, working capital and general corporate purposes.
It is expected that the units will be offered in
each of the provinces of Canada, other than Quebec, pursuant to
Halo’s short form base shelf prospectus dated September 2, 2020
(the “Base Prospectus”) and may also be offered in
the United States or to, or for the account or benefit of, U.S.
persons pursuant to available exemptions from the registration
requirements of the United States Securities Act of 1933, as
amended and in compliance with similar exemptions under applicable
state securities laws, as well as in jurisdictions outside of
Canada and the United States as are agreed to by the Company and
the Underwriters on a private placement or equivalent basis. The
terms of any Offering will be described in a prospectus supplement
to be filed with the securities commissions in each of the
provinces and territories of Canada (the “Prospectus
Supplement”).
Copies of the Prospectus Supplement, following
filing thereof, and accompanying Base Prospectus may be obtained on
SEDAR at www.sedar.com and from Eight Capital at
ecm@viiicapital.com. The Base Prospectus contains, and the
Prospectus Supplement will contain, important detailed information
about the Company and the proposed Offering. Prospective investors
should read the Prospectus Supplement and accompanying Base
Prospectus and the documents that are incorporated by reference
into the Base Prospectus that the Company has filed on SEDAR at
www.sedar.com before making an investment decision.
The securities being offered have not been, nor
will they be, registered under the United States Securities Act of
1933, as amended, and may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons absent
registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in any State in which such offer,
solicitation or sale would be unlawful.
About Halo Collective
Inc.:
Halo Collective Inc. is a leading, vertically
integrated cannabis company that cultivates, extracts, manufactures
and distributes quality cannabis flower, oils and concentrates, and
has sold approximately eight 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, Africa, the Republic of Malta in
partnership with MedCan Ltd., and 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 U.S. in
California, Oregon and Nevada. The Company sells cannabis products
principally to dispensaries under its own brands Hush, Mojave,
Exhale, and under partnership or license with OG DNA Genetics,
Terphogz (doing business as Zkittlez™), Winberry Farms and
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 seven acres of outdoor cultivation, including East Evans
Creek, a six-acre grow site in Jackson County, and Winberry Farms,
a one-acre grow site 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. Halo has also
partnered with GMH to purchase Bar X Ranch in Lake County,
California, with plans to develop up to 80 acres of cultivation,
which would comprise the largest grow in Northern California.
Recently, the Company has entered into a
non-binding letter of intent with Red Light Holland Corp. for the
purpose of creating a joint venture to become a licensed psilocybin
manufacturer to supply psilocybin products to licensed service
centers in the State of Oregon.
Internationally, the Company is currently
cultivating cannabis at Bophelo Bioscience & Wellness (Pty) Ltd
("Bophelo") in Lesotho, South Africa, 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 recently acquired cannabis-based product for medicinal use
("CBPM") importation and distribution licensing in the United
Kingdom via cannabis suppliers Canmart Ltd. 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.
Forward Looking 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 expected closing of the
Offering, the expected terms of the Offering, the securities to be
offered in connection with the Offering, the intended use of
proceeds from the Offering, 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 other disclosure
documents 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.
For more information:
Halo Collective Inc., Investor Relations,
info@halocanna.com.
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