Halo Labs Corrects Press Release Relating to Issuance of Compensation Shares and Compensation Warrants to Independent Consultants and Related Parties
Halo Labs Inc. (“Halo” or the “Company”) (NEO: HALO, OTCQX: AGEEF, Germany: A9KN) wishes to correct the Company’s press release dated June 20, 2020 (the “Initial Release”) with respect to the issuance of 12,043,924 common shares of the Company to certain independent consultants and related parties of the Company, in lieu of cash consideration (the “Compensation Shares”) at a price of C$0.10 per Compensation Share, being the closing price of the common shares of the Company on May 26, 2020, and the issuance of 1,000,000 warrants (“Compensation Warrants”) with an exercise price of $0.10 and an expiry date that is one year from the date of issuance to an independent consultant (collectively, the “Issuance”).
The Initial Release stated that the Issuance had been completed on June 20, 2020. However, Halo wishes to clarify that the Issuance was completed and the Compensation Shares and Compensation Warrants have been issued as of June 26, 2020. As stated in the Initial Release, the Company issued 12,043,924 Compensation Shares in satisfaction of approximately C$1,204,392.77 in fees, payables, and other compensation accrued between January 2020 and April 2020 and payable to related parties and independent consultants of the Company.
All of the Compensation Shares were issued pursuant to an exemption from the prospectus requirement of applicable securities laws. 4,054,087 Compensation Shares were issued to related parties (within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)). The Company is relying on the exemptions from the formal valuation requirements and minority shareholder approval requirements of MI 61-101 contained in Section 5.5(a) and Section 5.7(1)(a) in respect of the related party transaction on the basis that the fair market value of the Issuance does not exceed more than 25% of the Company’s market capitalization.
In addition, Phil Levtov and Jeremy Hayes, each an independent consultant of the Company, received 4,025,340 and 2,824,800 Compensation Shares, respectively, as part of the Issuance. Mr. Levtov provides investor relations services to Halo in Europe and the Middle East. Mr. Hayes provides superfiltration consulting services.
Halo is a global cannabis extraction company that develops and manufactures quality cannabis oils and concentrates, which are the fastest growing segments in the cannabis industry. Halo is a global leader in cannabis oil and concentrates, having produced over 5.0 million grams of oils and concentrates since inception. The Company has expertise across all major cannabis manufacturing processes, leveraging a variety of proprietary processes and products. 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 and Oregon, as well as in Nevada with our partner Just Quality, LLC, and in Lesotho with the 200-hectare Bophelo cultivation zone.