REPEAT/Halo Announces Proposed Acquisition of Nasalbinoid Natural Devices and Concurrent Private Placement
The common shares issued by Halo in conjunction with the planned acquisition will be subject to certain sale restrictions.
Halo Labs Inc. (“Halo” or the “Company”) (NEO: HALO, OTCQX: AGEEF, Germany: A9KN) is pleased to announce it has entered into a definitive agreement (the “Agreement”) all of the common shares of Nasalbinoid Natural Devices Corp. (“Nasalbinoid” or “NND”) for C$5.1 million in Halo common shares at a deemed price of C$0.15 per share (a total of 34 million shares) (the “Acquisition”). The common shares issued by Halo in conjunction with the planned acquisition will be subject to certain sale restrictions.
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Nasalbinoid is focused on the development of an innovative line of all natural and refreshing personal nasal inhalers infused with cannabidiol (“CBD”) oil and under Halo’s leadership Tetrahydrocannabinol (“THC”) versions are planned to be formulated. Nasal inhalation is the newest method of consumption in the cannabis market that stands outside of the smoking and vaporizing verticals. As the Covid-19 pandemic has grown, Halo has seen an increased demand for alternatives to smoking and vaping so customers can mitigate their susceptibility to the virus.
Transaction Highlights
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Nasal inhalers anticipated to strengthen Halo’s already leading product set to reach new consumer segments and expand dispensary penetration by offering a viable alternative to smoking and vaping
- NDD joins Halo’s line up of branded specialty products like DabTabsTM 1 and the Accu-Dab TM
- The Company believes alternative consumption methods to vaping and smoking combustible flower will grow at an expedited rate in the wake of state actions against vape cartridges and health concerns stemming from COVID-19
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Acquisition to be paid in full using Halo stock
- Preserves Halo’s cash position
- Will augment the Company’s global high-growth plan
Nasalbinoid’s personal nasal inhalers are infused with natural scents to provide a convenient refreshing dose of CBD aromatherapy. NND has a line of three unique refillable inhalers and proprietary formulations: Tropical, Berry and Cinnamint, with more in development. Halo plans to launch THC and THC/CBD combination formulations for a total of nine different offerings to be launched this year.
Intranasal consumption of CBD can be compared with inhalation of CBD in terms of bioavailability because, as in the case of absorption in the lungs, absorption from the mucous membrane in the nasal cavity allows for the CBD molecules to enter the bloodstream relatively fast and in an unmetabolized form. Studies performed by Paudel et al3 showed that concentrations of CBD in the blood plasma following nasal exposure were an effective method of CBD delivery. The Company also believes that personal nasal delivery of cannabinoids also could be considered more consumer friendly as it reduces potential lung damage associated with smoking or vaping.
Kiran Sidhu, CEO and Co-Founder of Halo, comments, “I am pleased to announce the proposed acquisition of NND as another flagship product that will strengthen Halo’s overall product portfolio. Following the vaporizer crisis in late 2019 that decimated much of the vaporizer industry, Halo is continuing its path to enhance user experience through innovative products such as the Nasalbinoid Natural Devices.”
Concurrent Non-Brokered Private Placement
As a condition to closing the Acquisition, Halo is pleased to announce a concurrent non-brokered private placement of Halo common shares at a price of C$0.11 per share for aggregate gross proceeds of up to C$425,000 (“Concurrent Financing”) (a total of up to 3,863,636 shares). Any securities issued in connection with the Concurrent Financing will be subject to a four month and one day statutory hold period pursuant to applicable securities laws. Halo intends to use the proceeds of the Concurrent Financing for general working capital purposes. In connection with the Acquisition, Halo will issue 10% of the consideration in common shares of the Company to an arm’s length finder at a deemed price of C$0.15 per share (a total of 3,400,000 shares).
Both the Acquisition and Concurrent Financing are expected to close on or before April 17, 2020 and are subject to the satisfaction or waiver of customary conditions, including the receipt of all applicable regulatory and stock exchange approvals.
About Halo Labs
Halo is a leading cannabis cultivation, manufacturing, and distribution company that grows and extracts and processes quality cannabis flower, oils, and concentrates and has sold over 5 million grams of oils and concentrates since inception. Additionally, Halo has continued to evolve its business through delivering value with its products and now via verticalization in key markets in the United States and Africa with planned expansion into European and Canadian markets. With a consumer-centric focus, Halo markets innovative, branded, and private label products across multiple product categories.
Recently, the Company entered into binding agreements to acquire a dispensary in Los Angeles, 3 KushBar branded dispensaries, 5 development permits in Alberta Canada, and Canmart Limited which holds wholesale distribution and special licenses allowing the import and distribution of cannabis based products for medicinal use (CBPM’s) in the United Kingdom. Halo is led by a strong, diverse management team with deep industry knowledge and blue-chip experience. The Company is currently operating in the United States in California, Oregon, and Nevada while having an international presence in Lesotho within a planned 205-hectare cultivation zone via Bophelo as well as planned importation and distribution in the United Kingdom via Canmart.
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 acquisition of Nasalbinoid Natural Devices, the concurrent private placement, and the finder’s fee.
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 DabTabs is sold under license by iLo Vapor (https://iloresearch.com)
2 https://bdsanalytics.com/flower-where-have-you-gone/
3 See NCBI Study sponsored by the NIH
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