AGEEF - Halo Labs Completes Securities Issuance to Independent Consultants Related Parties and Suppliers

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TORONTO , Dec. 22, 2020 /CNW/ - Halo Labs Inc. ("Halo" or the "Company") (NEO: HALO) (OTCQX: AGEEF) (Germany: A9KN) today announces that is has completed the issuance of 28,227,881 common shares of the Company (the "Compensation Shares") to certain independent consultants, related parties, and suppliers of the Company, in satisfaction of approximately C$2,142,241.90 in fees, payables, and other compensation accrued between April 2020 and August 2020 .

The Company has also issued an aggregate of 18,000,000 warrants ("Compensation Warrants") to independent consultants of the Company. The Compensation Warrants have an exercise price of $0.05 and expire one year from the date of issuance.

All of the Compensation Shares and Compensation Warrants were issued pursuant to an exemption from the prospectus requirement of applicable securities laws. 8,073,655 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")) and such issuances are considered "related party transactions" for the purposes of MI 61-101. Such related party transactions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities being issued to the related parties nor the consideration being paid by the related parties exceeded 25% of the Company's market capitalization. The recipients of the Compensation Shares and the extent of such participation were not finalized until shortly prior to the completion of the issuance described herein. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the transactions contemplated hereby pursuant to a material change report filed at least 21 days prior to the completion of such transactions.

All of the Compensation Shares were issued pursuant to an exemption from the prospectus requirement of applicable securities laws. 9,582,658 of the Compensation Shares issued are subject to a hold period expiring on the date that is four (4) months and one day from the date of issuance.

In addition, Mendo Holdings LLC, an independent consultant of the Company, received 6,548,632 Compensation Shares as part of the issuance. Mendo Holdings LLC provides consulting services related to the integration of the BARX transaction and rental of properties and equipment. These services include, but are not limited to, the planning and supervision of the building out of BARX, maintaining and holding licenses of BARX, project management, and the assistance and handling of contractors associated with the BARX transaction.

About Halo

Halo is a leading, vertically-integrated cannabis company that cultivates, extracts, manufactures, and distributes quality cannabis flower, oils, and concentrates, and has sold approximately six million grams of oils and concentrates since inception. Halo continues to evolve its business and scale efficiently, partnering with trustworthy leaders in the industry, who value the Company's operational expertise in bringing top-tier products to market. Current growth includes expansion in key US markets, the United Kingdom and Africa , with planned expansion into the Canadian retail market.

Halo is led by a strong, diverse, and innovative management team, with deep industry knowledge and blue-chip experience. The Company is currently operating in the United States in California , Oregon and Nevada . The Company sells cannabis products principally to dispensaries under its own brands Hush, Mojave , Exhale and under partnership or license with OG DNA Genetics, Terphogz (doing business as Zkittlez™) and FlowerShop*, a cannabis lifestyle and conceptual wellness brand in which G-Eazy is a partner and key member of Flowershop*.

As part of continued expansion and vertical integration in the US, Halo boasts several grow operations throughout Oregon and California . In Oregon , the Company has a combined 7 acres of outdoor cultivation, including East Evans Creek, a six-acre grow site in Jackson County , and Winberry Farms; a one-acre grow site located 30 miles outside Eugene in Lane County . In California , the Company is building out Ukiah Ventures, a planned 30,000-square-foot indoor grow, processing, and manufacturing facility including up to an additional five acres of industrial land to expand. Recently, Halo partnered with Green Matter Holding ("GMH") to purchase Bar X Ranch in Lake County , with plans to develop up to 80 acres of cultivation which would comprise the largest grow in Northern California .

Internationally, the Company is currently cultivating cannabis at Bophelo Bioscience & Wellness (Pty) Ltd ("Bophelo") in Lesotho which holds one of the largest marijuana cultivation licenses in Africa with a future capacity of up to 495 acres. To further Halo's global presence, the Company has recently acquired CBPM importation and distribution licensing in the United Kingdom via cannabis suppliers Canmart Ltd ("Canmart"). Halo expects the cultivation and manufacturing operations of Bophelo, combined with the importation and distribution capabilities of Canmart, to drive growth of a well-positioned business to serve the U.K. market.

The Company also has acquired a range of software development assets, including technology platforms CannPOS, Cannalift, and more recently CannaFeels. Halo also owns the discrete sublingual dosing technology, Accudab.

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".

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: unexpected costs or delays in the completion of the Company's proposed dispensaries and other operation; negative results experienced by the Company as a result of general economic conditions or the ongoing COVID-19 pandemic; delays in the ability of the Company to obtain certain regulatory approvals; unforeseen delays or costs in the completion of the Company's construction projects; adverse changes to demand for cannabis products; ongoing projects by competitors that may impact the relative size of the Company's growing operation; adverse changes in applicable laws; adverse changes in the application or enforcement of current laws, including those related to taxation; increasing costs of compliance with extensive government regulation; changes in general economic, business and political conditions, including changes in the financial markets; risks related to licensing, including the ability to obtain the requisite licenses or renew existing licenses for the Company's proposed operations; dependence upon third party service providers, skilled labor and other key inputs; and the other risks disclosed in the Company's annual information form dated April 16, 2020 and 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.

SOURCE Halo Labs Inc.

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