Halo Labs Inc. ("Halo" or the "Company") (NEO: HALO, OTC: AGEEF,
Germany: A9KN) announces that it has agreed to amend the terms of its
previously announced "best efforts" offering (the "Offering") of
convertible debenture units (the "Convertible Debenture Units") to lower
the conversion price at which the convertible debentures are convertible
into common shares of the Company (the "Debenture Shares") from $0.70
per Debenture Share to $0.65 per Debenture Share. Canaccord Genuity
Corp. will act as the lead agent and sole bookrunner on behalf of a
syndicate of agents, including Gravitas Securities Inc., Clarus
Securities Inc., Cormark Securities Inc. and PI Financial Corp.
(collectively, the "Agents") in respect of the Offering.
In addition, the Company has been advised by the Agents that they have
received expressions of interest from investors exceeding the $10
million that was referenced in the Company’s preliminary short form
prospectus dated March 6, 2019 (the "Preliminary Prospectus”) and that
the total size of the Offering, including the exchange of the
Outstanding Debt (as defined in the Preliminary Prospectus), may be
increased to approximately $15 million.
The Convertible Debenture Units will be offered by way of a final short
form prospectus (the "Prospectus"). A preliminary prospectus in respect
of the Offering has been filed in all of the provinces of Canada,
excluding Québec, pursuant to National Instrument 44-101 – Short Form
Prospectus Distributions. The preliminary prospectus contains important
information relating to the Offering and is still subject to completion
or amendment. For more information, potential investors should read the
preliminary prospectus which is available on SEDAR at www.sedar.com.
There will not be any sale or any acceptance of an offer to buy the
Convertible Debenture Units until a receipt for the Prospectus has been
The Company intends to use the net proceeds of the Offering for
leasehold improvements at the Company's facilities, the purchase of
extraction equipment, for strategic acquisition opportunities and for
general working capital purposes.
The Offering is subject to certain conditions including, but not limited
to, the receipt of all necessary regulatory and stock exchange
approvals, including the approval of the NEO Aequitas Exchange, and the
entering into of an agency agreement by the Company and the Agents.
The securities being offered in connection with the Offering have not
been, and will not be, registered under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act"), or any U.S. state
securities laws and may not be offered or sold in the United States
absent registration or an available exemption from the registration
requirement of the U.S. Securities Act and applicable U.S. state
securities laws. 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 being offered in connection with the Offering in any
jurisdiction in which such offer, solicitation or sale would be unlawful.
Halo is a cannabis extraction company that develops and manufactures
quality cannabis oils and concentrates, which are the fastest growing
segments in the cannabis industry. Halo has expertise in all major
cannabis manufacturing processes, leveraging proprietary processes and
products, and has produced over 3.0M grams of oils and concentrates
since inception. The forward-thinking company is led by a strong
management team with deep industry knowledge and blue-chip experience.
The Company is currently operating in California, Nevada and Oregon as
well as Lesotho Africa through a strategic partnership. With a
consumer-centric focus, Halo will continue to market innovative branded
and private label products across multiple product categories.
For further information regarding Halo, see Halo’s disclosure documents
on SEDAR at www.sedar.com.
Cautionary Note Regarding Forward-Looking Information and
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”.
The forward-looking information and forward-looking statements contained
herein may include, but is not limited to, information concerning the
completion of the Offering, the approval of the NEO Aequitas Exchange of
the Offering, the receipt of any additional regulatory approvals
required to complete the Offering, the number of Convertible Debenture
Units to be sold by the Company, the exchange of the Outstanding Debt
and the expected use of the proceeds from the Offering.
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, level of activity, performance or achievements
of Halo 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.
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 the
necessary approvals from the NEO Aequitas Exchange; delays in obtaining
approvals from securities regulators; adverse changes in applicable
laws; changes in general economic, business and political conditions,
including changes in the financial markets and the other risks disclosed
in the most recent annual information form and the Preliminary
Prospectus (including the documents incorporated by reference therein).
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.
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.
Key assumptions used herein are that there will be no unexpected delays
regarding approvals from the NEO Aequitas Exchange or other regulatory
authorities, the Offering will be completed on the terms and within the
timeline expected and no unexpected costs or events will occur requiring
a change to the use of net proceeds. 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.
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