Halo Collective Inc. announced that it has entered into a loan agreement (the "Loan Agreement") with Global Tech Opportunities 6 (the "Lender"), pursuant to which the Lender will loan up to $14,000,000 (the "Loan Amount") to Halo in two tranches of $7,000,000 each, subject to certain terms and conditions. Amounts advanced under the Loan Agreement are expected to be used to support Halo's expansion into nutraceutical products (including Hushrooms™), the completion of Halo's Budega™ retail stores in North Hollywood, Hollywood, and Westwood, California and for general corporate purposes. The Loan Amount is unsecured and will bear interest at 8.0% per annum, and each tranche will be repayable in six equal monthly instalments (of blended principal and interest) of $1,194,039.62 per instalment (each, a "Payment Instalment").

The first Payment Instalment is to be made 30 days after the first advance is made under the Loan Amount and each subsequent Payment Instalment is due 30 days after the previous Payment Instalment. In the event that the Company elects not make a Payment Instalment in cash, the applicable Payment Instalment will be made through the issuance of a Convertible Debenture (as defined below), pursuant to the Subscription Agreement (as defined below). In connection with the Loan Agreement, Halo: (i) paid the Lender a commitment fee of $350,000; and (ii) issued and committed to issue to the Lender 2,625,000 Common Share (as defined below) purchase warrants (the "Warrants"), each exercisable at a price of $1.60 for a period of five years from the date of the Loan Agreement.

The Warrants will be issued in three equal tranches, with: (i) one-third of the Warrants being issued on the date of the Loan Agreement; (ii) one-third of the Warrants issuable 30 days following the date of the Loan Agreement; and (iii) one-third of the Warrants issuable 60 days following the date of the Loan Agreement. The Warrants do not include a cashless exercise provision. In addition, concurrently with the execution of the Loan Agreement, Halo and the Lender entered into a subscription agreement (the "Subscription Agreement") that provides for the issuance of convertible debentures (each, a "Convertible Debenture") to provide additional funding to the Company and to satisfy Payment Instalments.

The Subscription Agreement provides for the issuance of up to 15 Convertible Debentures each with a principal amount of $1,230,968.68, subject to certain terms and conditions, representing an aggregate principal amount of up to approximately $19.3 million (including the Debenture Commitment Fee (as defined below)). Each Convertible Debenture will be issued at 97% of the face value principal amount. The Convertible Debentures will mature on the date that is 24 months from the date of issuance and are convertible: (i) at any time at the option of the holder; and (ii) automatically at maturity.

The conversion price of the Convertible Debentures (the "Conversion Price") is equal to the lower of: (i) $1.25; and (ii) the closing price of the common shares in the capital of the Company ("Common Shares") on the NEO Exchange on the date immediately preceding the date on which a conversion notice is delivered to the Company (or, in the event of the automatic conversion of the outstanding principal upon the maturity of the Convertible Debenture, the maturity date). The Company shall be entitled to force the conversion of a Convertible Debenture each time the five-day volume weighted average price of the Common Shares exceeds $2.60, subject to the ability of the Company to force the conversion of additional Convertible Debentures in certain other circumstances. In the event that the Conversion Price is greater than the lowest closing daily volume weighted average price observed over a period of fifteen (15) trading days immediately preceding the date of the relevant conversion notice (or, where no conversion notice is given, the relevant maturity date of the Convertible Debentures) (the "Theoretical Conversion Price"), the Company will be required to pay the Lender a make whole amount to compensate the Lender for the difference between the actual conversion price and the Theoretical Conversion Price (each, a "Make-Whole Amount").

In connection with the Subscription Agreement, the Company has also paid the Lender a commitment fee of $650,000 and has agreed to pay the Lender an additional $200,000 in connection with the seventh tranche of Convertible Debentures (collectively, the "Debenture Commitment Fee"). Upon the occurrence of certain events of default or a change of control, as set forth in the Subscription Agreement, the Convertible Debentures may, at the discretion of the Lender, be redeemed in cash prior to the maturity at price equal to 105% of the principal amount then outstanding.