Halo Collective Inc. (“Halo” or the “Company“) (NEO: HALO) (OTCQX: HCANF formerly AGEEF) (Germany: A9KN) is pleased to announce the closing of its previously announced overnight marketed public offering (the “Offering“) of units of the Company (the “Units“) for aggregate gross proceeds of $8,227,061.
A total of 91,411,794 Units of the Company were issued pursuant to the Offering, including an aggregate of 2,505,794 Units issued as a result of the partial exercise of the over-allotment option, at a price of $0.09 per Unit.
The Offering was completed pursuant to an underwriting agreement (the “Underwriting Agreement“) dated January 26, 2021 between the Company and Eight Capital, Canaccord Genuity Corp. and PI Financial Corp. (collectively, the “Underwriters“).
Each Unit consists of one (1) common share of the Company (each, a “Unit Share“) and one (1) common share purchase warrant of the Company (each, a “Warrant“). Each Warrant entitles the holder thereof to purchase one common share of the Company at an exercise price of $0.125 at any time up to 30 months following closing of the Offering. The Warrants were issued pursuant to, and are governed by, the terms of a warrant indenture dated February 2, 2021 (the “Warrant Indenture“) between the Company and Odyssey Trust Company.
The Warrants have been conditionally approved for listing on the Neo Exchange Inc. and are expected to commence trading following the closing, subject to the satisfaction of all listing conditions.
Pursuant to the terms of the Underwriting Agreement, the Underwriters received a cash commission equal to 7.0% of the gross proceeds from the sale of the Units pursuant to the Offering. As additional consideration for the services rendered in connection with the Offering, the Underwriters also recieved 6,398,825 compensation options to purchase up to 6,398,825 Units at an exercise price of $0.09 per Unit at any time up to 30 months following closing of the Offering.
The net proceeds received by the Company from the Offering are intended to be used for raw materials and packaging supplies, capital equipment, the build-out of the Company’s proposed dispensary in North Hollywood, California, an indoor cultivation facility in Ukiah, California and working capital and general corporate purposes.
The Offering was made pursuant to the Company’s short form base shelf prospectus dated September 2, 2020 (the “Base Prospectus“) and a prospectus supplement to the Base Prospectus dated January 28, 2021 (the “Prospectus Supplement“) in each of the provinces of Canada (except Quebec), and otherwise by private placement exemption in those jurisdictions where the Offering can lawfully be made, including the United States. Neither the Units nor the Unit Shares and the Warrants comprising the Units have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws, and such securities may therefore not be offered or sold in the United States or to or for the account or benefit of a person in the United States or a U.S. Person (as defined in Regulation S of the U.S. Securities Act) absent registration or an exemption from the registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Units in any jurisdiction in which such offer, solicitation or sale would be unlawful. Copies of the Base Prospectus, the Prospectus Supplement, the Underwriting Agreement and the Warrant Indenture are or will be available under the Company’s profile on SEDAR at www.sedar.com.
