“This transaction creates two compelling, stand-alone entities: Halo, which will remain focused on adult-use cannabis in North America, and Akanda focused on medical cannabis for international markets,” said Kiran Sidhu, Chief Executive Officer of Halo. “The separation provides each business with the flexibility to pursue its unique strategy and optimize its own capital structure, which we believe will lead to long-term success and value creation. This also significantly reduces Halo’s overhead spend by approximately $9.6 million annually as Akanda intends to be self-funding, and takes the Company one closer step to profitability.”
“Today marks a major step in Akanda’s establishment as an international medical cannabis company with the goal of helping patients around the world lead better lives,” commented Tej Virk, CEO and Director of Akanda. “As a separate entity forging our own path from Halo, Akanda has the right focus, structure and resources to fulfill our mission. At our GACP-certified Bophelo campus in Lesotho, we’re leveraging the country’s ideal growing conditions and exceptional talent pool to produce medical cannabis that we believe will be of the highest quality at an extremely competitive cost. We are set up to reach international markets through multiple channels, including through CanMart, our licensed UK-based importer and distributor, through Cantourage, one of Europe’s leading EU GMP providers of medical cannabis with which we have an established distribution agreement, as well as through other progressive parts of the supply chain that we are actively working to build. We believe that we now have one of the industry’s best platforms to gain market share and win in the rapidly growing international cannabis market.”
Prior to closing of the Transaction, Halo completed an internal reorganization, pursuant to which each of Bophelo Bio Science & Wellness (Pty) Ltd. (“Bophelo”) and CanMart Ltd. (“CanMart”) became, directly or indirectly, wholly-owned subsidiaries of Cannaheath Limited (“Cannahealth”), a company registered in Malta which at the time was a direct wholly-owned subsidiary of the Company (the “Reorganization”). In accordance with the terms of the Agreement, the Company then exchanged 100% of the issued and outstanding shares of Cannahealth to Akanda in exchange for 13,129,212 common shares in the capital of Akanda (“Akanda Shares”), representing deemed consideration of US$13.1 million, which is equal to Halo’s book value of Bophelo and CanMart.
Immediately following the completion of the Transaction, Halo owns approximately 68.3% of the issued and outstanding Akanda Shares.
Contemporaneously with closing of the Transaction, Halo and Akanda entered into an investor rights agreement that provides the Company with certain rights with respect to its Akanda Shares, relating to information rights, board observation rights and the right to nominate a director to the Akanda board of directors in certain circumstances. Philip van den Berg, the Chief Financial Officer and a director of the Company, is currently serving as Halo’s nominee on Akanda’s board of directors. Halo has also agreed that the Investor Rights Agreement will not provide Halo with any rights of first offer to participate in future equity offerings by Akanda as previously announced.
As part of the closing of the Transaction, Akanda issued a secured convertible debenture (the “Debenture”) to Halo in the principal amount of US$6.6 million in exchange for setting off all outstanding indebtedness owed by Bophelo and Canmart to Halo. The Debenture bears an interest rate of 1% annually, which amount may be paid in the form of Akanda Shares at the applicable conversion price upon a conversion of the Debenture. The Debenture matures on November 2, 2022, and is secured by all of Akanda’s assets. The Debenture will be automatically converted into Akanda Shares upon certain liquidity events (each, a “Triggering Event”) occurring within six months from the date of the Debenture, including an initial public offering of Akanda Shares on a stock exchange, an amalgamation, arrangement, merger, reverse takeover, reorganization or other similar transaction of Akanda with or into any other person, or a sale or conveyance of all or substantially all of the property and assets of Akanda. Upon the occurrence of a Triggering Event, the Debenture will convert into Akanda Shares at the current market price of the Akanda Shares at the time of the Triggering Event. The Debenture is also convertible into Akanda Shares, at the option of Akanda, at any time prior to the maturity date. Upon the conversion of the Debenture prior to the occurrence of a Triggering Event, the Debenture will convert into Akanda Shares at the price of the last private placement of Akanda which raised more than US$1.0 million.
About Halo Collective Inc.
Halo is a leading, vertically integrated cannabis company that cultivates, extracts, manufactures, and distributes quality cannabis flower, oils, and concentrates and has sold approximately eleven million grams of oils and concentrates since inception. The Company continues to expand its business and scale efficiently, partnering with trustworthy leaders in the industry who value Halo’s operational expertise in bringing top-tier products to market.
Halo currently operates in the United States in Oregon and California, Canada, Southern Africa in the Kingdom of Lesotho, and the United Kingdom. The Company sells cannabis products principally to dispensaries in the U.S. under its brands Hush, Mojave, and Exhale, and under license agreements with Papa’s Herb®, DNA Genetics, Terphogz, and FlowerShop*, a cannabis lifestyle and conceptual wellness brand that includes G-Eazy as a partner and key member.
As part of continued expansion and vertical integration in the U.S., Halo boasts several grow operations throughout Oregon and two planned in California. In Oregon, the Company has a combined 11 acres of owned and contracted outdoor and green house cultivation, including East Evans Creek, a six-acre grow site in Jackson County with four licenses owned and operated by Halo and two third-party licenses under contract to sell all of their product to Halo; Winberry Farms, a one-acre grow site located 30 miles outside of Eugene in Lane County with a license owned and operated by Halo; and William’s Wonder Farms, a three-acre grow site in Applegate Valley, under contract to sell all of its product to Halo pending the closing of Halo’s acquisition of its licenses and business assets. Halo has recently acquired Food Concepts LLC, a master tenant of a 55,000 sq.ft. indoor cannabis cultivation, processing, and wholesaling facility in Portland, Oregon operated by the Pistil Point entities.
In California, the Company is building out Ukiah Ventures, a planned 30,000 sq. ft. indoor cannabis grow and processing facility, which aims to include up to an additional five acres of industrial land to expand the site. Recently, Halo partnered with Green Matter Holding in California to purchase a property in Lake County, developing up to 63 acres of cultivation, comprising one of the largest licensed single site grows in California. Halo also plans to expand its operations in California by opening three dispensaries in North Hollywood, Hollywood, and Westwood.
In Canada, Halo acquired three KushBar retail cannabis stores located in Alberta as a first in its planned entry into the Canadian market, leveraging its Oregon and California brands. With the KushBar retail stores as a foundation, the Company plans to expand its foothold in Canada.
Halo has also acquired a range of software development assets, including CannPOS, Cannalift, and, more recently, CannaFeels. In addition, Halo owns the discrete sublingual dosing technology, Accudab. The Company intends to spin-off these assets and its intellectual property and patent applications into its subsidiary Halo Tek Inc. and expects to complete a distribution to shareholders on a record date to be determined by Halo.
Halo has recently announced the reorganization of its non-U.S. operations into Akanda Corp., whose mission is to provide high-quality and ethically sourced medical cannabis products to patients worldwide. Akanda will seek to deliver on this promise while driving positive change in wellness, empowering individuals in Lesotho, and uplifting the quality of the lives of employees and the local communities where it operates, all while limiting its carbon footprint. Akanda will combine the scaled production capabilities of Bophelo Bioscience & Wellness Pty. Ltd., Lesotho-based cultivation and processing campus located in the world’s first Special Economic Zone (SEZ) containing a cannabis cultivation operation, with distribution and route-to-market efficiency of Canmart Ltd., UK-based fully approved pharmaceutical importer, and distributor that supplies pharmacies and clinics within the U.K. With a potential maximum licensed canopy area of 200 hectares (495 acres), Bophelo has scalability that is arguably unmatched in the world today. Following the reorganization, Halo is the largest shareholder of Akanda Corp.
For further information regarding Halo, see Halo’s disclosure documents on SEDAR at www.sedar.com
About Akanda Corp.
Akanda is a recently formed Ontario corporation that was founded pursuant to the contemplated Reorganization. Akanda is an international medical cannabis company, cultivating high quality cannabis, leveraging trusted brands, at a low-cost compared to many of its international competitors. Akanda’s initial portfolio includes Bophelo, a cultivation and production campus in the Kingdom of Lesotho in Southern Africa, with distribution and route-to-market through CanMart, a UK-based fully approved pharmaceutical importer and distributor which supplies pharmacies and clinics within the U.K.
Bophelo operates a campus in the Kingdom of Lesotho focused on the cultivation and production of medical cannabis products for international export. Akanda believes Bophelo to be one of the largest licensed cannabis cultivation sites in the world with access to a maximum of 200 hectares of canopy. Through partnerships and licensing agreements with award-winning seed producers, including DNA Genetics, Bophelo provides Akanda with a low-cost gateway to the broader African continent and access to international markets. CanMart is one of a limited number of fully-approved importers and distributors of medical cannabis products in the U.K. market with supply and distribution to pharmacies and clinics throughout the U.K. CanMart is committed to providing a range of the best possible cannabis-based medicinal products sourced from around the world.
A cornerstone of Akanda’s value system is its fundamental commitment to using its operations as a force for sustainability and social good. Akanda seeks to deliver on this promise by driving positive change in wellness, empowering individuals in Lesotho, and by uplifting the quality of the lives of employees and the local communities where it operates – while limiting its carbon footprint. Adhering to best practice ESG sustainability and disclosure standards is among Akanda’s highest priorities.
Akanda is helmed by an accomplished team, led by CEO Tej Virk who brings a solid background and track record in cannabis and the capital markets at firms including Canopy Growth and Bank of Montreal (BMO), and Executive Chairman Lousia Mojela who is one of Southern Africa’s most influential and successful business people that has made a career out of prioritizing the empowerment of women and vulnerable people alongside corporate profit. The Akanda leadership team is being rounded out by experienced cannabis and pharmaceutical excecutives who will be instrumental in building out a supply chain and access model to reach international medical patients.
Matt Chesler, CFA
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”. Forward-looking information may relate to anticipated events or results including, but not limited to the lisitng of the Akanda Shares on a qualified stock exchange in Canada or the United States, the Company’s plans to expand in Canada and California, the expected size and capabilities of the final facility planned at Ukiah Ventures, the size of Halo’s planned cultivation facility in Northern California, the ability of Bophelo and Canmart to serve the U.K. market and the proposed spin-off with Halo Tek Inc.
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: delays in obtaining any required regulatory approvals in connection with the Transaction, the inability of Akanda to raise capital on the terms currently expected by management of Akanda, changes in the consumer market for cannabis products, changes in the expected outcomes of the proposed changes to Halo’s operations, delays in obtaining required licenses or approvals necessary for the build-out of Oregon operations, the proposed spin-out with Halo Tek Inc. or the proposed reorganization with Akanda Corp., delays or unforeseen costs incurred in connection with construction, the ability of competitors to scale operations in Northern California, delays or unforeseen difficulties in connection with the cultivation and harvest of Halo’s raw material, changes in general economic, business and political conditions, including changes in the financial markets; and the other risks disclosed in the Company’s annual information form 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 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.
This press release shall not constitute an offer to sell nor the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
SOURCE Halo Collective Inc.
For further information: please contact Philip van den Berg, Chief Financial Officer of Halo at [email protected]