Halo Collective Inc. plans to pursue a spin-off of certain of its software, device and intellectual property assets into a stand-alone company to be named Halo Tek Inc. The Transaction is expected to result in the Tek Assets being spun-off into Halo Tek, which will initially be a wholly-owned subsidiary of Halo. As part of the Transaction, Halo intends to complete a distribution (the "Distribution") of shares of Halo Tek to the shareholders of Halo on a record date to be fixed by the board of directors of Halo. It is proposed that Halo Tek will file a preliminary prospectus in one or more provinces of Canada in respect of the Distribution.