/NOT FOR DISTRIBUTION TO
This news release constitutes a "designated news release" for the purposes of the Company's prospectus supplement dated
All figures in USD, unless stated otherwise
As part of the Transaction, Elegance will exclusively license the intellectual property rights for its THC brands and provide support to Halo on operations and manufacturing technology for the manufacture and sale of certain THC-infused beverage products in exchange for a [2]% royalty on all sales generated from these brands (the "Licensing Agreement"). In addition to the Licensing Agreement, Halo will acquire manufacturing equipment custom-built for THC beverage production and acquire a minority interest in Elegance.
The Licensing Agreement allows Halo to exclusively license Elegance's THC-infused beverage product portfolio, including Arvo, Zen, Life Brew, High Life THC Cocktails, Island THC & Coconut Water, Stoney Island THC Cold
The first product expected to launch under the partnership is Zen THC Social Tonics in a range of four innovative flavors: Raspberry Hibiscus,
THC-infused beverages saw significant growth during 2020. This upward trajectory is expected to continue throughout 2021. With more than 1,000 dispensaries in
1 Statistics referenced have been cited from BDSA data reporting, the leading provider of market research solutions for the global cannabinoid industry from forecastts to trends, from the |
"We are proud to be working with Halo and supporting their efforts to innovate the THC beverage market," said
Transaction Summary
Pursuant to the Transaction, Halo, through a wholly owned subsidiary, will acquire 100% of an Elegance subsidiary by way of a three cornered amalgamation, in exchange for that number of Halo common shares ("Halo Shares") equal to the quotient of (a) Seven Million Three Hundred Thousand US Dollars (
In addition to the rights under the Licensing Agreement and custom manufacturing equipment, Halo will receive ((i) 9,333,333 Class A Shares in the capital of Elegance (the "Elegance Shares"), resulting in Halo owning approximately 6% of the Elegance Shares on a fully-diluted share basis (assuming all of Elegance's 91,400,000 Class
Completion of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including receipt of approval from the NEO Exchange. The Halo Shares to be issued upon closing of the Transaction will be subject to certain sale restrictions.
About
About
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
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
As part of continued expansion and vertical integration in the
Internationally, the Company's subsidiary Bophelo Bioscience & Wellness Pty. Ltd. ("Bophelo") is currently cultivating medicinal cannabis in Lesotho. Once fully built out, Halo believes Bophelo to be one of the largest licensed marijuana cultivation sites in the world 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
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 applications into its subsidiary
For further information regarding Halo, see Halo's disclosure documents on SEDAR at www.sedar.com
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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 completion of the Transaction and the impact thereof on the prospects of Halo, the manufacturing and distribution of THC beverages by Halo, development and expansion of Bophelo's operations and the granting of certifications, Halo's planned expansion into the Canadian retail market, the expected size and capabilities of the final facility planned at
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: unforeseen delays or circumstances that prevent the applicable stock exchanges from commencing trading in the Company's shares or warrants; 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, changes in general economic, business and political conditions, including changes in the financial markets; and the other risks disclosed in the Company's annual information form dated
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.
Third Party Information
This press release includes market and industry data that has been obtained from third party sources, including industry publications. The Company believes that the industry data is accurate and that its estimates and assumptions are reasonable, but there is no assurance as to the accuracy or completeness of this data. Third party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there is no assurance as to the accuracy or completeness of included information. Although the data is believed to be reliable, the Company has not independently verified any of the data from third party sources referred to in this press release or ascertained the underlying economic assumptions relied upon by such sources
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