Halo Announces Share Consolidation

TORONTO, Sept. 19, 2022 /CNW/ - Halo Collective Inc. ("Halo" or the "Company") HALO HCANF (Germany: A9KN) today announced its intention to consolidate all of its issued and outstanding common shares ("Common Shares") on the basis of one post-consolidation Common Share for every 5 pre-consolidation Common Shares (the "Consolidation"). The Consolidation was previously approved by the Company's shareholders at the annual general and special meeting held on June 16, 2022. 

The Consolidation is expected to result in the number of issued and outstanding Common Shares being reduced from 44,744,296 pre-consolidation Common Shares to approximately 8,948,859 post-Consolidation Common Shares. The exercise or conversion price of warrants, convertible debentures, compensation options and options, and the number of Common Shares issuable thereunder will also be proportionately adjusted upon the completion of the Consolidation. No fractional shares will be issued as a result of the Consolidation. All fractions of Common Shares will be rounded down to the next lowest whole number. No cash consideration will be paid in respect of fractional shares. 

The Consolidation is subject to the receipt of all required regulatory approvals, including the approval of the Neo Exchange Inc. The Company will be obtaining a new set of CUSIP and ISIN numbers for the Consolidation. The effective date for the Consolidation and the new CUSIP and ISIN numbers is expected to be October 10, 2022. The Company anticipates that its current trading symbol will remain unchanged.

On September 21, 2021 the U.S. House of Representatives passed the National Defense Authorization Act ("NDAA") which included the provision of the Secure and Fair Enforcement ("SAFE") Banking Act. The SAFE act would allow state-licensed cannabis-related businesses to engage freely in relationships with banks and other financial institutions. While the passage of the NDAA is only one step forward, there is now increased possibility that this long-overdue reform for the U.S. cannabis industry could be approved by Congress. The Consolidation is in part in anticipation of this reform, which would position Halo to be considered by senior U.S. exchanges for listing.

About Halo Collective

Halo is focused on the United States West Coast, 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™, its retail brand Budega™, and license agreements with Papa's Herb®, DNA Genetics, and FlowerShop*. In addition, Halo has opened two dispensaries in Los Angeles under the Budega™ brand in North Hollywood and Hollywood, with plans to open one more in Hollywood in the third quarter of 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, 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 successfully acquired and integrated a variety of companies which were subsequently reorganized to create Akanda Corp. AKAN, an international medical cannabis and wellness company, of which Halo currently owns 12,674,957 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 the 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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Cautionary Note Regarding Forward-Looking Information and Statements

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 the ability of the Company to execute its strategy and penetrate additional dispensaries in Oregon, the ability of the Company to realize on expected improvements in economics, the ability of the Company to enhance shareholder value, the Company's expectations regarding future sourcing of material and expected distribution in the state of Oregon, management's plans regarding its portfolio of cannabis businesses and intention to expand into health and wellness, the distribution agreement with SWAY Energy Corporation, the expected opening date of the Company's California dispensaries and the proposed spin-off 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: 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.

Non-Solicitation

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.