Halo Collective completes convertible promissory note for aggregate principal amount of up to C$5 million
TORONTO, November 9, 2022 /CNW/ – Halo Collective Inc. (“Halo” or the “Company”) (NEO: HALO) (OTCQB: HCANF) (Germany: A9KN) today announced that it has entered into a promissory note (the “Promissory Note ”) with Reef Capital Inc. (the “Lender”), for a principal amount of up to C$5,000,000to advance in separate installments of at least CA$250,000 at the request of Halo, with the consent of the Lender. The promissory note has an initial term of twelve months (the “Initial Term”) and bears interest at the rate of 10%. The Company has the option to extend the Initial Term for a further twelve months at an interest rate of 15% after the Initial Term upon thirty days written notice.
Pursuant to the terms of the promissory note, the lender may convert the principal amount outstanding under the promissory note, from time to time, into common shares in the capital of the Company (“common shares”) at a conversion price equal to the greater of: (i) 80% of the closing price of the Common Shares on the Neo Exchange Inc. (or such other principal stock exchange on which the Common Shares are then listed) on the day preceding the date on which the Lender delivers a notice of conversion to the society ; and (ii) $0.10. Interest due under the promissory note is payable in cash.
The promissory note contains language preventing the lender from converting any amount outstanding thereunder if such conversion would result in: (i) the lender and any person acting in concert or in concert with the lender holding more than 9.99% of the common shares outstanding after giving effect to the conversion and issue, without the Lender having filed and approved a personal information form with NEO Exchange Inc.; or (ii) the Lender and any person acting jointly or in concert with the Lender, holding more than 19.99% of the outstanding Common Shares after conversion and issue.
Further information regarding the financing can be found in the promissory note, which will be posted on Halo’s SEDAR profile at www.sedar.com.
About Halo Collective
Halo is focused on the West Coast of the United States, where it has vertically integrated operations spanning the entire value chain from seed to sale. Halo cultivates, extracts, manufactures and distributes quality cannabis flowers, pre-rolls, vape carts, edibles and concentrates. Halo sells these products under a portfolio of brands, including Hush™, Winberry Farms™, its retail brand Budega™ and licensing agreements with FlowerShop*. In addition, Halo has opened two clinics in Los Angeles under the Budega™ brand in North Hollywood and Hollywoodwith plans to open another in Hollywood in 2022.
In the non-THC sector, Halo is expanding into health and wellness categories, including CBD and functional supplements such as nootropic nutraceuticals and non-psychotropic mushrooms. Halo, through a series of acquisitions, offers product offerings in beverages (H2C Beverages), dissolvable strips (Dissolve Medical), capsules (Hushrooms™) and topical supplements (Hatshe) with proposed national distribution through a strategic agreement with SWAY Energy Company.
Halo acquired and successfully integrated various companies which were later reorganized to create Akanda Corp. (NASDAQ: AKAN), an international medical cannabis and wellness company, of which Halo is the major shareholder. Halo has also acquired a range of software development assets, including CannPOS, Cannalift, CannaFeels and discreet sublingual dosing technology, Accudab. Halo intends to reorganize these entities (including their intellectual property and patent applications) into a subsidiary called Halo Tek Inc. and complete the distribution of Halo Tek Inc. stock to shareholders of record on a date to be determined.
For more information regarding Halo, see Halo’s disclosure documents on SEDAR at www.sedar.com
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Caution Regarding Forward-Looking Information and Statements
This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities laws 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 of the current state, but represent only Halo’s beliefs regarding future events, plans or objectives, many of which, by their nature , are inherently uncertain. and out 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 “anticipates”, “expects” or “does not expect”, “is expected”, ” budget”, “planned”, “estimates”, “plans”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of these words and expressions or may contain statements that certain actions, events or results “may”, “could”, “would”, “could” or “will be taken”, “will continue”, “will occur” or “will be realized”. Forward-looking information may relate to anticipated events or results, including, but not limited to, anticipated drawdown capacity under the promissory note, potential issuance of common stock, management’s plans regarding its portfolio of cannabis and intent to expand into health and wellness, proposed distribution deal with SWA Y Energy Corporation, the scheduled opening date of the California dispensaries and the spin-off proposed by Halo Tek Inc.
By identifying such information and statements in this manner, Halo cautions the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied. understood by this information. and statements. Additionally, 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 assurances or warranties can be made. given that these 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 main factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are: the lender’s reluctance to consent to future drawdowns, management’s inability to integrate with successful operations of acquired businesses, changes in the consumer market for cannabis products, changes in the expected results of proposed changes to Halo’s operations, delays in obtaining required licenses or approvals for construction of Oregon operations, dispensaries or Canadian operations, the proposed spin-off with Halo Tek Inc., any unforeseen delays or costs incurred in connection with construction, the ability of competitors to expand operations in Northern California, unforeseen delays or difficulties in cultivating and harvesting Halo Raw Material, changes in general economic, business and political conditions, including changes in financial markets; and other risks disclosed in the Company’s Annual Information Form dated March 31, 2022 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 any forward-looking information or statements prove incorrect, actual results may differ materially from those described herein as anticipated, 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 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 are expressly qualified in their entirety by this notice.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, and there will be no sale of such securities in any state or jurisdiction in which a such offer, solicitation or sale would be unlawful. prior to registration or qualification under the securities laws of any such state or territory.
SOURCE Halo Collective Inc.
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