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Halo Labs Agrees to $12 Million Purchase of KushBar Retail Cannabis Business and 5 Permitted Store Locations in Alberta, Canada

17:02 EST 14 Feb 2020 | Businesswire
Halo Labs Inc.

All Figures CAD Unless Otherwise Stated

Not for Distribution to U.S. Newswire Servicers or For Dissemination in the United States

Halo Labs Inc. (“Halo” or the “Company”) (NEO: HALO, OTCQX: AGEEF, Germany: A9KN) ), is pleased to announce that it has entered into an asset purchase agreement (the “Agreement”) with High Tide Inc. (“High Tide”) (CSE: HITI) (OTCQB:HITIF) (FRA:2LY) and affiliates thereof for the $12 million purchase of High Tides’ KushBar retail cannabis brand, retail cannabis stores and all associated assets (the “Transaction”).

The Transaction provides for the acquisition by Halo of 3 licensed cannabis retail stores1 and the rights to 5 locations across Alberta which have already received development permits (the “Portfolio”) for aggregate consideration of $12 million, payable in common shares of Halo ( “Halo Shares”) at a deemed price of $0.26 per Halo Share. Concurrent with signing the Agreement, Halo has issued 13,461,538 Halo Shares to High Tide (the “Deposit Shares”) as a deposit to secure the Transaction (such deposit being refundable in certain limited circumstances, including force majeure). In connection with entering into the Agreement, Halo has issued an aggregate of 2,307,692 Halo Shares as a finder fee to certain arm’s-length consultants of the Company.

Highlights

  • Proposed $12 million acquisition by Halo of the KushBar retail cannabis brand, which includes:
    • 3 licensed retail cannabis stores, 2 are currently operating and 1 is expected to open within 45 days (the “Licensed Premises”)
    • 5 development permits to build new cannabis retail stores in Calgary, Edmonton, Edson, and Fort McMurray (the “Development Premises”)
    • All copyrights, trade marks, digital assets and rights to all KushBar intellectual property
    • Deposit of $3.5 million, paid to High Tide through the issue of 13,461,538 Halo Shares
  • The Transaction is expected to provide Halo with entry into the growing Canadian cannabis market
    • Under cannabis 2.0, the Canadian market poised to grow from $1.5B to over $3B in 2020 according to Canaccord Genuity2
  • The Transaction is subject to the review and approval of the Alberta, Gaming, Liquor, and Cannabis Commission (“AGLC”) and the satisfaction or waiver of other customary conditions and is expected to close within 150 days of this announcement

Expanding High Tide and Halo’s Strategic Partnership

The Transaction follows Halo and High Tide’s announcement of a strategic partnership in May 2019. This expansion provides Halo with a foothold into the Canadian cannabis market.

Halo intends to engage in discussions with existing licensed producers (“LP”) of cannabis in Canada to secure manufacturing capacity for its proprietary products including DabTabs™, the Precisa sublingual dosing system, boutique concentrates (such as shatter, hash, rosin and diamonds), solventless and live resin vaporizer cartridges and pens and may consider applying for licence issued under the Cannabis Act (Canada) including with respect to the cultivation, sale or processing of cannabis. Pursuant to the Agreement, High Tide has agreed to use their best efforts to list all of Halo’s products or branded products in its retail cannabis stores, subject to compliance with applicable laws.

Raj Grover, High Tide’s President & Chief Executive Officer,commented,Through the sale of KushBar under this Transaction, High Tide simplifies its retail cannabis strategy to focus on Canna Cabana while adding another client for its evolving third-party retail store management business.”

Kiran Sidhu, Halo CEO and Co-Founder, added, “We are excited to mark our strategic entry into the Canadian retail cannabis market with this initial Portfolio of assets in Alberta. We look forward to strengthening our relationship with High Tide and benefitting from its expertise in retail store development and operations management.

“Once Halo’s products are approved for sale in Alberta, directly acquiring retail storefronts is expected to give Halo the ability to showcase its branded products to Canadian consumers. The Transaction also creates an opportunity to widen our expected sales base across Alberta’s network of more than 400 retail outlets once Halo’s products are approved for sale in the Province. With recent positive changes in Canadian cannabis legislation, this is the perfect environment for us to enter Canada and further grow our oil and concentrate business. We are expecting to use this acquisition as the foundation to build a larger retail footprint in Canada.”

The KushBar Portfolio

While Canna Cabana operates across Canada, KushBar is based in Alberta and currently operates 2 retail cannabis stores in Camrose and Morinville, with 1 in Medicine Hat that is due to open in 45 days. The subsequent 5 KushBar stores are set to open in Alberta markets including Calgary and Edmonton, as well as Edson and Fort MacMurray.

To provide continuity and allow Halo to scale the remaining 5 locations, High Tide will continue to operate and manage the retail cannabis stores during a transition period in exchange for a percentage of gross revenues, subject to certain limits. High Tide will also assist Halo through the AGLC licensing process and oversee construction of the 5 new locations pursuant to the terms of a regulatory management agreement entered into between Halo and High Tide and pursuant to a construction management agreement and a retail management agreement that are to be entered into prior to closing of the Transaction.

Halo expect to have sufficient capital to complete the development and construction of the Development Premises using cash on hand or making draws under the Company’s previously announced $10M principal amount unsecured debt financing agreement.

The Growing Retail Cannabis Market in Alberta, Canada

Alberta is at the forefront of the Canadian legal cannabis market and the Transaction thus unlocks an attractive market for Halo. Arcview and BDS reported that in 2018 the province constituted 38 percent of Canadian national sales3. The province is now poised to grow further through the roll out of Cannabis 2.0 and, as of February 10, 2020, vape product sales newly permitted by the AGLC.

Mr. Sidhu added, “Halo is excited to be entering the Canadian cannabis market as Cannabis 2.0 is initiated throughout the country. KushBar gives Halo the foundation to grow through a known dispensary brand in an attractive and growing retail market. Establishing ourselves in Alberta, one of Canada’s largest cannabis consuming populations, will be the foothold Halo needs to continue Canadian expansion.”

About High Tide Inc.
High Tide is an Alberta-based, retail-focused cannabis company enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including Canna Cabana Inc., KushBar Inc., Grasscity.com, Smoker's Corner Ltd., RGR Canada Inc. and Famous Brandz Inc. High Tide's strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 27 branded stores, is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a second retail cannabis business with 2 operating stores in Alberta, offering a modern experience aimed at the growing customer bases in Alberta and Ontario. Based in Amsterdam since 2000, Grasscity.com is the world's preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. Founded in 2009 and approved by the Canadian Franchise Association, Smoker's Corner Ltd. is among Canada's largest counter-culture chains with 7 locations. Representing the core of High Tide's wholesale segment, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz' products are sold to wholesalers and retailers around the world.

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

About Halo
Halo is a global cannabis cultivation, manufacturing, and distribution company that grows and extracts and processes quality cannabis flower, oils and concentrates. Halo is a global leader in cannabis oil and concentrates, having sold over 5 million grams of oils and concentrates since inception which is the fastest growing segment in the cannabis industry . The Company has expertise across all major cannabis manufacturing processes, leveraging a variety of proprietary processes and products. In addition to concentrates, Halo operates cultivation sites including a 6 acre outdoor grow in Southern Oregon as well a greenhouse and planned outdoor grow in Lesotho. Halo has continued to evolve delivering value with its products and now via verticalization in key markets and globally. Recently the company entered into binding agreements to acquire a dispensary in Los Angeles as well as an import and distribution license for medical cannabis flower in the United Kingdom. The forward-thinking company is led by a strong, diverse 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 205-hectare Bophelo cultivation zone.

With a consumer-centric focus, Halo will continue to market innovative, branded, and private label products across multiple product categories. Halo recently acquired Dispensary Track platform which will alleviate customer flow constraints experienced by dispensaries and enable direct consumer interaction.

For further information regarding Halo, see Halo’s disclosure documents on SEDAR at www.sedar.com.

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". The forward-looking information and forward-looking statements contained herein may include, but is not limited to, statements regarding the completion of the Transaction, the construction, licensing and operation, as applicable, of the Licensed Premises and Development Premises, Halo’s entry into the Canadian cannabis retail market and the availability of Halo products in Canada.

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. 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.


1 Two are operational and one is expected to be operational within 45 days
2 Source: https://www.bnnbloomberg.ca/sales-in-canada-s-pot-sector-forecast-to-hit-3-16b-in-2020-amid-slower-growth-canaccord-1.1340822
3 Source: https://www.ctvnews.ca/mobile/canada/canada-s-cannabis-landscape-a-province-by-province-breakdown-1.4375780

Halo Labs
Investor Relations
info@halocanna.com

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