Akanda starts with two key assets: CanMart and Bophelo
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Toronto, November 4, 2021 - Halo Collective Inc. (NEO: HALO, OTCQB: HCANF, Germany: A9KN) (Halo or the Company) today announced the closing of its previously announced stock purchase transaction (the "Transaction") with Akanda Corp. (Akanda).
This transaction creates two promising standalone companies: Halo, which will continue to focus on adult-use cannabis in North America, and Akanda, which will continue to focus on medical cannabis for international markets, said Kiran Sidhu, Chief Executive Officers of Halo. The separation provides each company with the flexibility to pursue its own strategy and optimize its own capital structure, which we believe will lead to long-term success and value creation. This also results in a significant reduction in Halo's fixed costs of approximately $9.6 million per year as Akanda intends to fund itself and brings the Company one step closer to profitability.
Today is an important step in establishing Akanda as an international medical cannabis company dedicated to bringing better lives to patients in all corners of the world, said Tej Virk, CEO and Director of Akanda. As a standalone company, following its own path, Akanda has the right focus, structure and resources to fulfill its mission. At our GACP-certified Bophelo campus in Lesotho, we take advantage of the country's ideal growing conditions and exceptional talent pool to produce medicinal cannabis that we believe will be of the highest quality at a highly competitive cost. We are well positioned to reach international markets through multiple channels including CanMart, our UK based licensed importer and distributor, Cantourage, one of the leading EU GMP medical cannabis suppliers in Europe with whom we have signed a distribution agreement and other advanced parts of the supply chain that we are currently actively building. We believe we now have one of the best platforms in the industry to gain market share and compete in the fast-growing international cannabis market.
Prior to the closing of the transaction, Halo conducted an internal reorganization involving both Bophelo Bio Science & Wellness (Pty.) Ltd. (Bophelo) and CanMart Ltd. (CanMart) became directly or indirectly 100% subsidiaries of Cannahealth Limited (Cannahealth), a company incorporated in Malta and at that time a direct 100% subsidiary of the Company (the Reorganization). Under the terms of the Agreement, the Company subsequently exchanged 100% of Cannahealth's issued and outstanding shares in Akanda for 13,129,212 common shares of Akanda (the "Akanda Shares") for consideration of $13.1 million - the book value of Bophelo and CanMart by Halo.
Immediately upon closing of the transaction, Halo owns approximately 68.3% of the issued and outstanding shares of Akanda.
Concurrent with the closing of the transaction, Halo and Akanda signed an Investor Rights Agreement granting the Company certain rights in relation to its Akanda shares relating to information rights, board observing rights and the right, in certain circumstances Director to Akanda's Board of Directors. Philip van den Berg, the Company's Chief Financial Officer and Director, is currently Halo's nominated representative to Akanda's Board of Directors. Halo has also agreed that the Investor Rights Agreement does not grant Halo first refusal to participate in Akanda's future equity offerings, as previously announced.
As part of the closing of the Transaction, Akanda issued a secured convertible debenture (the "Debenture") to Halo with a principal amount of $6.6 million to settle all of Bophelo's and Canmart's outstanding debt to Halo. The debenture carries an interest rate of 1% per annum, which amount could be paid upon conversion of the debenture into Akanda shares at the prevailing conversion price. The debenture matures on November 2, 2022 and is backed by all of Akanda's assets. The Notes will be automatically converted into Akanda Shares if certain liquidity events (each a Trigger Event) occur within six months from the date of the Notes, including an IPO of Akanda Shares, a merger, an agreement, a merger, a reverse takeover, reorganization or other similar transaction of Akanda with or into another person or a sale or transfer of all or a substantial portion of Akanda's property and assets. Upon the occurrence of a triggering event, the Debenture will be converted into Akanda Shares at the current market price of Akanda Shares at the time of the triggering event. The debenture may also be converted into Akanda shares at any time prior to the Maturity Date at Akanda's discretion. If the debenture is converted prior to the occurrence of a triggering event, the debenture will be converted into Akanda shares at the price of Akanda's most recent private placement, which raised over $1.0 million.
About Halo Collective Inc.
Halo Labs is a leading, vertically integrated cannabis company that cultivates, extracts, produces and distributes high quality cannabis flower, oils and concentrates and has sold eleven million grams of oils and concentrates since inception. The company continues to grow its business and scale efficiently by partnering with trusted industry leaders who value Halo's operational expertise in bringing a variety of quality products to market.
Halo currently has operations in the United States in Oregon and California, Canada, Southern Africa, Kingdom of Lesotho and the United Kingdom. The Company sells cannabis products primarily to point of sale locations in the United States under the Hush, Mojave and Exhale brands and through licensing agreements with Papa's Herb®, DNA Genetics, Terphogz and FlowerShop*, a cannabis lifestyle and wellness brand, on the G- Eazy is involved as a partner and key member.
As part of its continued expansion and vertical integration in the United States, Halo boasts several growing operations in Oregon and two planned operations in California. In Oregon, the Company has a total of 11 acres of owned and contracted outdoor acreage, including East Evans Creek, a six-acre, four-license, 6-acre, Jackson County facility owned and operated by Halo. The Company has two third party license agreements that are contractually obligated to sell their entire product to Halo; Winberry Farms; a half-acre cultivation area 30 miles outside of Eugene in Lane County, of which Halo owns and operates the license; and Williams Wonder Farms, a three-acre cultivation area in the Applegate Valley that is contractually obliged to allocate its entire crop to Halo sell until Halo takes over the licenses and assets of the business. Halo recently acquired Food Concepts LLC, the principal lessee of a 5,100 square foot indoor cannabis cultivation, processing and wholesale facility in Portland, Oregon operated by the Pistil Point companies.
In California, Ukiah Ventures is building a proposed 30,000 square foot indoor cultivation and processing facility that will include up to five acres of additional industrial land to expand the site. Halo has partnered with Green Matter Holding of California to acquire a Lake County property and is developing up to 63 acres of cultivation, making it one of the largest licensed cultivation sites in California. Halo also plans to expand its California operations by opening three retail locations in North Hollywood, Hollywood and Westwood.
In Canada, Halo acquired three KushBar retail stores in Alberta as part of its first acquisition to enter Canada, leveraging its brands in Oregon and California. With the KushBar retail stores as a cornerstone, the company aims to expand its presence in Canada.
Halo has also acquired a number of software developments including CannPOS, Cannalift and more recently CannaFeels. Halo also owns discrete sublingual dosing technology, Accudab. The Company intends to spin off these assets and its related intellectual property and patent applications to its subsidiary, Halo Tek Inc., and expects to distribute to shareholders at a date to be determined by Halo.
Halo recently announced its intention to merge its non-US operations into Akanda Corp. reorganized whose mission will be to provide high quality and ethical medical cannabis products to patients worldwide. Akanda will strive to deliver on that promise while driving positive change in wellness, serving people in Lesotho and improving the quality of life for employees and the local communities in which the company operates - all while reducing its carbon footprint limit. Akanda will take over the scaled manufacturing capabilities of Bophelo Bioscience & Wellness Pty. Ltd., a Lesotho-based cultivation and processing campus located in the world's first Special Economic Zone (SEZ) where cannabis is cultivated, with distribution and launch by Canmart Ltd., a UK-based fully licensed pharmaceutical importer and distributor supplying pharmacies and clinics in the UK. With a potential maximum licensed cultivation area of 200 hectares (495 acres), Bophelo has a scale that is arguably unmatched in the world today. After the reorganization, Halo is Akanda Corp's largest shareholder.
For more information about Halo, please refer to relevant filings by Halo on SEDAR's website at www.sedar.com.
Get in touch with Halo Collective: email | Website| LinkedIn | Twitter | Instagram
About Akanda Corp.
Akanda is a recently formed Ontario company formed as part of the reorganization. Akanda is an international medical cannabis company that grows high quality cannabis, using trusted brands, and at a low cost compared to many of its international competitors. Akanda's initial portfolio includes Bophelo, a cultivation and processing facility in the Kingdom of Lesotho in southern Africa, with distribution and marketing through CanMart, a UK-based pharmaceutical importer and distributor supplying pharmacies and clinics in the UK.
Bophelo operates a facility in the Kingdom of Lesotho engaged in the cultivation and production of medicinal cannabis products for international export. Akanda believes that Bophelo is one of the largest licensed cannabis cultivation facilities in the world, with a maximum of 200 hectares of planting. Through partnerships and licensing agreements with award-winning seed producers such as B. DNA Genetics, Bophelo Akanda provides cost-effective access to the wider African continent and international markets. CanMart is one of the few fully licensed medicinal cannabis importers and distributors for the UK market, supplying pharmacies and clinics across the UK. CanMart is committed to supplying the best possible medicinal cannabis products sourced from around the world.
A cornerstone of Akanda's value system is a fundamental commitment to conducting its operations in a spirit of sustainability and social justice. Akanda strives to make positive changes in wellbeing, empower people in Lesotho and improve the quality of life for its employees and the communities in which it operates, while reducing its carbon footprint to deliver on that promise. Adhering to best practices in ESG (environmental and social criteria and corporate governance) and disclosure standards are among Akanda's top priorities.
Akanda is led by an experienced team led by CEO Tej Virk, who has a solid background and track record in the cannabis and capital markets space at companies such as Canopy Growth and Bank of Montreal (BMO), and Executive Chairman Lousia Mojela, who is one of the most influential and successful business people in southern Africa and, in addition to corporate profits, is also committed to empowering women and the socially disadvantaged. Completing Akanda's leadership team are seasoned cannabis and pharma professionals who will be instrumental in building a supply chain and access model to reach international patients.
Contact Akanda: email | site | LinkedIn | Twitter | Instagram
Contact details
Halo Collective Inc.
Investor Relations
info@haloco.com
www.haloco.com/investors
Akanda Corp.
Matt Chesler, CFA
FNK IR
Investor Relations
ir@akandacorp.com
For more information, please contact Philip van den Berg, Halo's Chief Financial Officer at philip@haloco.com.
Cautionary Note Regarding Forward-Looking Information and Statements
This press release contains certain forward-looking information within the meaning of applicable Canadian securities laws and may contain statements that 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 historical facts or information or representations of current conditions, but instead are Halo's assumptions about future events, plans or objectives, many of which are inherently uncertain and are beyond Halo's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terms such as plans, expects, does not expect, is expected, budgeted, estimates, forecast, intends, does not intend, believes, or variations of such terms and phrases, or statements that certain actions, events or results can, could, would, may or will take place or occur or be achieved. Forward-looking information may relate to anticipated events or results, including but not limited to the listing of Akanda's shares on a qualifying exchange in Canada or the United States, the Company's expansion plans in Canada and California, the anticipated size and capacity of the final facility planned at Ukiah Ventures, the size of Halo's proposed cultivation facility in Northern California, the ability of Bophelo and Canmart to serve the UK market and the proposed spin-off with Halo Tek Inc.
By marking such information and statements as such, Halo intends to alert readers that such information and statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied in such information and statements. In addition, Halo has made certain assumptions in connection with the forward-looking information and forward-looking statements contained in this press release. Although Halo believes the assumptions and factors upon which the forward-looking information and statements are based, and the expectations contained therein, to be reasonable, such information and statements should not be relied upon. There is no representation or guarantee that such forward-looking information and statements will prove to be accurate. Actual results and future events may differ materially from such information and statements. Key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements include the following: delays in obtaining necessary regulatory approvals related to the Transaction, Akanda's inability to to raise capital on terms currently anticipated by Akanda's management, changes in the consumer cannabis product market, changes in the expected results of proposed changes to Halo's operations, delays in obtaining any necessary licenses or permits required to establish operations in Oregon, the proposed spin-off of Halo Tek Inc. or the proposed restructuring of Akanda Corp, delays or unanticipated costs associated with construction, the ability of competitors to expand operations in Northern California, delays or unanticipated difficulties associated with cultivation and the harvesting of Halo's raw material; changes in general economic, business and political conditions, including changes in financial markets; and the other risks disclosed in the Company's annual information sheet dated March 31, 2021 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 the assumptions underlying the forward-looking information or statements prove incorrect, actual results could vary materially from those contemplated, planned, forecast, assumed, appreciated or expected.
The forward-looking information and forward-looking statements described in this press release are made as of the date of this press release and Halo does not intend to update any forward-looking information and/or forward-looking statements contained or referenced herein , except as required by applicable securities laws. All of the following forward-looking information and statements, both written and oral, relating to either the Halo Company or persons acting on its behalf are expressly qualified in their entirety by this caveat.
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