Halo Collective Announces Filing of Halo Tek Prospectus and Change in Chief Financial Officer and Board of Directors
TORONTO, May 2, 2022 /PRNewswire/ - Halo Collective Inc. ("Halo" or the "Company") (NEO: HALO) (OTCQB: HCANF) (Germany: A9KN) is pleased to announce that, further to its press release dated April 1, 2021, Halo Tek Inc. ("Halo Tek"), a wholly owned subsidiary of Halo, has filed a preliminary long form prospectus (the "Preliminary Prospectus") with the securities regulatory authorities in each of the provinces and territories of Canada, other than Québec, for the purpose of qualifying the distribution by Halo to holders of Halo's common shares ("Halo Shares") of all of the issued and outstanding common shares in the capital of Halo Tek ("Halo Tek Shares") as a return of capital (the "Distribution").
Halo also announces that Philip van den Berg is resigning as a director and the Chief Financial Officer of Halo, effective April 30, 2022, to join Halo Tek as its Chief Executive Officer. Marshall Minor, the current Senior Vice President, Finance of Halo, has been appointed to act as Interim Chief Financial Officer, effective April 30, 2022.
Prior to the Distribution, Halo intends to reorganize its technology assets so that Halo Tek is the owner of all of the outstanding shares of the following subsidiaries:
- Halo DispensaryTrack Software Inc. ("DispensaryTrack"). DispensaryTrack is a cloud-based point-of-sale solution that offers retailers tools including inventory management, retail store management, cash drawer control, payment processing, purchase order management, customer profile access, accounting software integration, and integration with point-of-sale hardware such as barcode scanner or receipt printer tools. DispensaryTrack is expected to offer a fully integrated e-commerce platform that allows retailers to manage in-store and online inventory, have a single view of customers, and analyze multi-channel sales data. The retail point-of-sale system offers multi-store capabilities such as inventory synchronization across all locations, while mobile extensions mean that associates can check on inventory and conduct sales from anywhere in the store via a smartphone or tablet. The retail point-of-sale solution offers inventory management tools which enable users to create, track, and assign serial numbers to products as well as create product variations such as size, colour, and material using a matrix system. DispensaryTrack will also offer customer service features such as profiles, sales history logs, and customer insights. The application is being designed to be used on a smartphone or tablet and is expected to be available on the Apple and Android app stores for an ongoing monthly service fee.
- Halo AccuDab Holdings Inc. ("AccuDab Holdings"). AccuDab Holdings owns the intellectual property related to and is focused on the development of the AccuDab Pen. The AccuDab Pen takes the form of a discrete pen that will allow users to pre-select doses of measured THC or CBD in 0.1 mL increments from 0.01 mL to 0.60 mL for sublingual consumption. Through the convenient dial selection mechanism, the AccuDab Pen allows for precise dispensing of THC or CBD products to meet the consumer's specific dosing needs. The AccuDab Pen enables healthcare professionals to improve patient treatment through accurate dosing. Competitor products on the market use a simple drop system that can vary user to user, making it difficult to track drug dosing in a medical environment.
- Halo Cannalift Delivery Inc. ("Cannalift"). Cannalift is a web-based delivery application that, once developed, will provide consumers with a convenient method of obtaining cannabis products from their local dispensaries. Subject to local regulations, the application will enable customers to electronically interact with dispensaries, thereby reducing wait times and improving customer experience. The application is being designed to be used on a smartphone or tablet. Cannalift will not stock any cannabis supply but rather act as an intermediary between dispensaries and consumers. Consumers will order through the Cannalift application, which will connect the dispensary to the consumer and a dispensary affiliated or third-party service to deliver the product. The application is expected to offer up-to-date supply inventory from partnering dispensaries, allowing customers to accurately find their desired products. The Cannalift application will enable users to connect through the platform to vendors that provide the service in the users' geographic area, resulting in user ability to search for their ideal product without having to canvas different businesses for the particular product.
- Nasalbinoid Natural Devices Corp. ("Nasalbinoid"). Nasalbinoid is focused on the development of personal nasal inhalers infused with CBD oil; while future plans include THC formulations. Nasal inhalation is the newest method of consumption in the cannabis market and differs greatly from the smoking and vaporizing verticals. Nasalbinoid used the expertise of organic chemists to develop a product line that can provide a dose of CBD without irritating the sensitive nasal lining of the nose. Halo Tek intends to sell the hardware for the Nasalbinoid inhaler, but does not expect to produce or sell consumable products for use with the inhaler. Nasalbinoid is designed to be used with CBD oil and does not require the consumer to buy custom cartridges or capsules.
- 1265292 B.C. Ltd. (d/b/a Cannafeels) ("Cannafeels"). Cannafeels is an online database that will help cannabis consumers discover new strains and track their purchasing history to aid both new and previous users in selecting the right strain for their intended use. Cannafeels' mission is to demystify cannabis for users. The Cannafeels application will gather consumer data to connect consumers with effective options for their individual needs. The Cannafeels application will help users navigate through CBD, THC, terpene, and cannabinoid profiles and whether they require a recreational or medicinal benefit to provide three recommended strain options. Additionally, the application is expected to provide subcategories which allow for further choices such as energy, relaxation, pain, or nausea. The Cannafeels application will suggest the most effective strain, administration method, and dose. Cannafeels collects and uses consumer selection habits and strain profiles and helps make tailored recommendations based on consumer needs. Cannafeels will help users discover different strains offered by licensed producers and, in the future, may allow targeted strain advertising based on user selection. Cannafeels will allow users to track their sessions to determine the effect of the particular strain, whether there are any noticeable benefits, and how they are feeling. The user can register, allowing the application to collect and store user data; alternatively, a session may be started without registration. Consumer data is recorded to better understand user experience with particular strains, producing insights that can be sold back to licensed producers and educational institutes. The strain database will be based on data provided by licensed producers and users will have the option to add strains themselves when not available on the platform.
- 1275111 B.C. Ltd. ("1275111"). 1275111 has developed a patent pending technology for cannabinoid filtration and purification technology, which Halo Tek intends to license to third party manufacturers and processors of cannabis products
In connection with the Distribution, Halo intends to affect a reduction in the stated capital of the Halo Shares. Such a reduction will require the approval of the holders of Halo Shares. Accordingly, a meeting of the shareholders of Halo has been called for June 16, 2022 (the "Meeting") for the purpose of conducting the annual business of Halo and considering a special resolution to approve the stated capital reduction. The completion of the Distribution is conditional on at least two-thirds of the votes cast by holders of Halo Shares at the Meeting being in favor of the stated capital reduction. In this regard, Halo intends to file a notice of meeting and management information circular in connection with the Meeting (the "Circular') in the coming weeks. The Circular will be available on SEDAR at www.sedar.com under Halo's profile.
The Preliminary Prospectus contains important information relating to the Halo Tek Shares and is still subject to completion or amendment. A copy of the Preliminary Prospectus is available under Halo Tek's profile on SEDAR at www.sedar.com. There will not be any distribution of the Halo Tek Shares until a receipt for the Final Prospectus has been issued.
Halo would also like to announce that Philip van den Berg has resigned as a director and the Chief Financial Officer of Halo, effective April 30, 2022, to join Halo Tek as its Chief Executive Officer. Marshall Minor, the current Senior Vice President, Finance of Halo has been appointed to act as the Interim Chief Financial Officer, effective April 30, 2022, while Halo commences a search to identify a new permanent Chief Financial Officer.
Kiran Sidhu, Chief Executive Officer of Halo commented, "On behalf of Halo, I want to thank Philip for the extraordinary job he has done in helping the company transition from a private MSO to a publicly traded cannabis company with global operations and investments. Philip will bring much needed leadership and capital markets experience to Halo Tek as it transitions to a public company."
Halo is a multi-national, incubation company with assets and operations centered in both THC and non-THC sectors. For the THC sector, Halo is focused on the West Coast of the United States where it has vertically integrated operations covering the entire value chain from seed to sale. Halo cultivates, extracts, manufactures, and distributes quality cannabis flower, pre-rolls, vape carts, edibles, and concentrates. Halo sells these products under a portfolio of brands including Hush™, Winberry Farms™, Williams Wonder Farms, its retail brand Budega™, and under license agreements with Papa's Herb®, DNA Genetics, and FlowerShop*. Halo has opened a dispensary in Los Angeles under the Budega™ brand in North Hollywood and plans to open two more in Hollywood, and Westwood in the second quarter of 2022. Halo also operates three Kushbar retail cannabis stores located in Alberta, Canada.
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, has product offerings in the form of beverages (H2C Beverages), dissolvable strips (Dissolve Medical), capsules (Hushrooms™), and topical supplements (Hatshe) with proposed national distribution via a strategic agreement with SWAY Energy Corporation. Halo has entered into a letter of intent to acquire Phytocann Holdings, one of Europe's leading wellness CBD consumer packaged goods companies with a portfolio of value and premium brands including Ivory, Harvest Laboratoires, Easy Weed, Kanolia, Herboristerie Alexandra, Buddies and Ghosty Buds.
As an incubator, Halo has successfully acquired and integrated a variety of companies which were subsequently reorganized to create Akanda Corp. (NASDAQ: AKAN), an international medical cannabis and wellness company, of which Halo currently owns approximately 44% of the common shares. Halo has also acquired a range of software development assets, including CannPOS, Cannalift, CannaFeels, and a discrete 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 to complete a distribution of the shares of Halo Tek Inc. to shareholders on record, at a date to be determined.
For further information regarding Halo, see Halo's disclosure documents on SEDAR at www.sedar.com.
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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". Forward-looking information may relate to anticipated events or results including, but not limited to the timing and completion of the Distribution, the operations and proposed operations of each of DispensaryTrack, AccuDab Holdings, Cannalift, Nasalbinoid, Cannafeels and 1275111, the timing of the Meeting, the expected filing of the Circular, the issuance of a receipt for a final prospectus of Halo Tek, management's plans regarding its portfolio of cannabis businesses, the expected contribution from the Company's California dispensaries and the expected opening date thereof, the time and place for the Company's earnings call, the expected size and capabilities of the final facility planned at Ukiah Ventures, the size of Halo's planned cultivation facility in Northern California and the proposed spinoff by Halo Tek Inc.
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 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. 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. 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 required approvals to complete the Distribution or any associates reorganization, the inability of management to successfully deliver on current plans or expectations with regard to the operations of DispensaryTrack, AccuDab Holdings, Cannalift, Nasalbinoid, Cannafeels and 1275111, delays in preparing the Circular, inability of management to successfully integrate the operations of acquired businesses, changes in the consumer market for cannabis products, changes in the expected outcomes of the proposed changes to Halo's operations, delays in obtaining required licenses or approvals necessary for the build-out of the Company's cannabis operations, dispensaries or Canadian operations, the proposed spin-out with Halo Tek Inc., delays or unforeseen costs incurred in connection with construction, the ability of competitors to scale operations in Northern California, delays or unforeseen difficulties in connection with the cultivation and harvest of Halo's raw material, changes in general economic, business and political conditions, including changes in the financial markets; and the 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 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.
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.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
SOURCE Halo Collective Inc.
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