Halo Collective Executes Definitive Agreements to Acquire Pistil Point Indoor Facility and Related Licenses in Oregon

CEO and Founder of Halo Collective, Kiran Sidhu, commented, “Halo was founded in Oregon, and we believe this is the market of the future as the potential Federal legalization comes to fruition with no cultivation taxes, light local taxation, abundant labor, and water and power at lower rates than most other states. We believe the acquisition of Pistil Point will accelerate the trajectory of our market leadership in Oregon as we establish a large campus in Portland. We now have a triple play in Oregon, with indoor, greenhouse, and  outdoor cannabis cultivation, and plan to continue building our capacity to be one of the larger indoor growers in the state.”

Highlights of the Pistil Point Transaction

• Extends Halo’s overall leadership in Oregon by adding a revenue and cash-generating subsidiary.
• Builds a large distribution hub that reaches 70% of the state’s population within an hour’s drive.
• Brings indoor flower production to enable higher price points, increased margins, and year-round flower production.
• Provides opportunity to expand indoor flowering production from 200 to 500 lights (a 250% production increase).
• Enables Halo to move a significant portion of finished goods assembly to Portland to facilitate just-in-time production, increasing bulk capacity in Medford and reducing inventory days on hand overall.
• Gives Halo the ability to open Oregon’s largest wholesale cash-and-carry showroom, carrying products from approximately 30 farms and 12 leading brands representing over 100 unique SKUs.
• Brings a capable management team to undertake this expansion plan under the visionary leadership of Sid Gupta.

Pistil Point’s production facility currently sells high-quality indoor cultivated flower and trim at an average price of $1,865/lb (outdoor price $1,094/lb¹). From April to June 2021, Pistil Point reported approximate and unaudited revenues of $889,000 and EBITDA of $255,000.² These three months reflect upward momentum. Management expects to substantially outpace 2020 unaudited total revenues of approximately $1.37³ million before the execution of plans to build out the facility to maximize production. Halo will continue to grow the outstanding strains at the facility that have tested as high as 30% TCH and established Pistil Point as one of Oregon’s premium flower producers.

Over the course of the next year, Halo plans to embark on a significant expansion of the new facility’s production, processing, and distribution operations. The facility currently generates approximately $300,000 of revenue and $100,000 of free cash flow per month since April, 2021 and the expansion is expected to increase these metrics by up to 250% within a year period.

In addition, Halo plans to establish a new central distribution hub by consolidating its current distribution centers in Medford and Eugene, Oregon, into the new facility in Portland, which is within a 60-mile radius of 70% of the state’s population⁴. This move will significantly reduce delivery time to the majority of dispensaries in the state. Halo intends to relocate its final assembly processes from Medford to Portland to expand the Company’s overall production capacity at least two-fold as Halo’s market share in Oregon continues to grow. The Company expects production in Portland to enable more white label and custom manufacturing business with Halo’s dispensary partners thereby increasing potential sales within the state.

Along with upgrading the production and processing facilities and moving distribution to Portland. Halo intends to open Oregon’s first wholesale business-to-business, cash and carry showrooms for bulk and finished goods, which will stock all 12 brands that Halo currently distributes in the state and a large assortment of white label products including but not limited to Flower (flower, pre-rolls, and canagars), Concentrates (shatters, resins, hash, and hash rosins), Vape Pens (cannabis-derived, flavored, live resin, and hash rosin) and Consumables (gummies, syrups, and tinctures), Topicals, and Beverages (including brands acquired in the Halo’s previously announced licensing arrangement with -Elegance Brands, Inc.).

“With Halo’s acquisition of certain Pistil assets, we now enter the very attractive indoor flower and pre-roll markets in Oregon, which in the flower segment has the highest price point, is the fastest growing, and carries the highest margins,” said Dustin Jessop, Halo’s CRO and Winberry’s Founder. “We plan to greatly expand this capacity from 200 to 500 flowering lights. This acquisition will increase our number-one wholesale footprint in Oregon, giving us the same-day delivery capability to a vast majority of the market. We plan to double our overall production capabilities as well as establish Oregon’s first cash and carry showroom. Once the first showroom is completed, we plan to do the same in Eugene, Bend, and Medford. We welcome Sid to the Halo family and look forward to working with him.”

Sid Gupta, Founder of Pistil Point, continued, “When I decided to focus on the East Coast recreational markets, Halo was the best choice to acquire our Oregon operations. Halo is a world-class organization and they have quickly established the largest footprint in Oregon. I am excited to be part of the Halo team. I look forward to working with Halo in Oregon and beyond.”

Transaction Details

Upon closing of the FC Acquisition, ANM Inc., Halo’s wholly-owned subsidiary (“ANM”), will become the 100% owner of Food Concepts LLC, the master tenant of the Pistil Point facility, and the owner of the operating equipment and related tangible assets which it leases to the operating entities. At the time of closing the Acquisition, Food Concepts will have $1.3 million of available cash on its balance sheet. The consideration payable by Halo for the acquisition of Food Concepts LLC is $8.2 million, payable in 258,156,500 Halo common shares, with the number of shares determined using the closing price of the Halo common shares on the Neo Exchange Inc. (the “Exchange”) as of July 16, 2021 (the “Halo Deemed Share Price”).

Upon closing of the Pistil Point Acquisition, ANM, or newly formed wholly-owned subsidiaries of ANM, will acquire the OLCC licenses and related operating assets from the three entities doing business as Pistil Point: Decatur One LLC, Bradford Two LLC, and Bradford Three LLC (the “Pistil Point Entities”), but excluding the Pistil Point brand. The consideration payable by Halo for the acquisition of the assets from the Pistil Point Entities is $4.0 million, payable in 125,930,000 Halo common shares (the “Pistil Point Consideration Shares”), with the number of shares determined using Halo Deemed Share Price. In addition, Halo has also agreed to assume certain liabilities of the Pistil Point Entities, not to exceed $370 thousand. $1.0 million of the purchase price, 31,482,500  Halo common shares,  will be issued in escrow to be released to the selling parties upon achievement of production milestones following the completion of the facility improvements described above. And another $1.0 million of purchase price, 31,482,500 Halo common shares, will also be held in escrow and held for one year to serve as a source for any potential indemnification claims against the selling parties. The closing of the Pistil Point Acquisition is subject to the satisfaction or waiver of customary closing conditions, including receipt of OLCC approval. The closing is expected to occur in early 2022 after obtaining all regulatory approvals.

CANM and the Pistil Point Entities have also entered into a Services Agreement and an Offtake Agreement. Under these agreements, from and after the closing of the FC Acquisition, ANM will assist with the day-to-day operations of the Pistil Point entities and will purchase 100% of Pistil Point’s products manufactured at the facility. In the event the definitive agreement for the Pistil Point Acquisition terminates other than as a result of a breach by the selling parties and provided the Services Agreement and Offtake Agreement continue in full force and effect, the selling parties will be entitled to a break fee equivalent to the Pistil Point Consideration Shares.

Two arms-length finders are also entitled to payment in Halo common shares in connection with the closings of the transactions.  The first is entitled to 7.5% of the purchase price under each of the two  transactions, or approximately 28.8 million Halo common shares.  Approximately 19.4 million of such Halo common shares will be issued to this finder in connection with the closing of the FC Acquisition; and approximately 9.4 million of such Halo common shares are issuable to this finder upon the closing of the Pistil Point Acquisition.

A second arms-length finder is entitled to approximately 3.15 million Halo common shares, 50% of which will be issued by Halo in addition to the purchase price payable under the transactions, and 50% of which will be deducted from the purchase price payable to the sellers.  Approximately 0.63 millon of such Halo common shares will be issued to this finder in connection with the closing of the FC Acquisition; approximately 2.52 million of such Halo common shares are issuable to this finder  in connection with the closing of the Pistil Point Acquisition.

All of the Halo common shares to be issued in consideration for the Pistil Point Acquisition and to be issued to finders will be subject to a statutory hold period of four months and a day.  In addition, all of the Halo common shares issuable to the sellers in consideration for the Pistil Point Acquisisiton and 31,482,500 of the Halo common shares issuable to such sellers in consideration for the FC Acquisition will bear a restrictive legend restricting their transfer, which will be removed from 5 million of such Halo common shares each calendar month following the closing of the FC Acquisition.

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 signed a Definitive Agreement to acquire Food Concepts. Food Concepts LLC is the master tenant of an approximately 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 will 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, one of which may serve as the first FlowerShop* branded dispensary.

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 its intention to reorganize its non-U.S. operations into a newly formed entity called Akanda Corp., whose mission will be 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., Halo’s 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., Halo’s 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.

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

Connect with Halo Collective: Email | Website | LinkedIn | Twitter | Instagram

About Pistil Point

Pistil Point is a premium cannabis brand with operations in California and Oregon. As a premium craft cannabis producer and extractor, Pistil Point operates one of the largest indoor cannabis facilities in the Pacific Northwest. Pistil Point Farms sources its genetics from the leading breeders of the world and also locally sources cultivars and phenotypes. Pistil Point Farms feature over 20,000 sq. feet. of state-of-the-art cultivation space and has a vast library of unique indicas, sativas, hybrids and CBD strains.

The farm is operated by a gifted grow team that brings decades of excellent experience while Pistil Point management brings seasoned business professionals from the worlds of cannabis, entertainment, law, engineering and medicine. Pistil Point is an active supporter of medical cannabis programs on an international level and has helped secure licensing within the United States in Oregon, California, Ohio, Pennsylvania and internationally in Columbia for cannabis operations and events.

Pistil Point has produced and brought to market dozens of strains of premium craft cannabis, fractional distillate, bubble hash, pre-rolled joints and butane hash oil as well as exclusive lines of pre-packaged cannabis flower, pre rolls, and concentrates to the Oregon market.

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 Halo’s future plans regarding its operations in Oregon and the expected benefits to be derived therefrom, management’s expectations regarding the financial performance of the operations to be acquired, Halo’s expectations regarding the expansion of processing, production and distribution operations and the financial performance thereof, the closing of the FC Acquisition and the Pistil Point Acquisition, 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, the proposed spin-off with Halo Tek Inc. and Halo’s proposed plans to re-organize its non-U.S. operations via Akanda Corp.

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: the inability of management to successfully integrate the operations of the acquired businesses, 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 re-organization 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.

Non-IFRS Measures

EBITDA is non-IFRS financial measure that the Company uses to assess operating performance. EBITDA is defined as net earnings (loss) before net finance costs, income tax expense (benefit) and depreciation and amortization expense. This data is furnished to provide additional information and is a non-IFRS measure and does not have any standardized meaning prescribed by IFRS. The Company uses this non-IFRS measures to provide shareholders and others with supplemental measures of its operating performance. The Company also believes that securities analysts, investors and other interested parties, frequently use this non-IFRS measure in the evaluation of companies, many of which present similar metrics when reporting their results. As other companies may calculate this non-IFRS measure differently than the Company, this metrics may not be comparable to similarly titled measures reported by other companies.

Financial Outlook 

This press release contains a financial outlook within the meaning of applicable Canadian securities laws. The financial outlook has been reviewed and prepared by management of the Company to provide an outlook for the sales and EBITDA of the Pistil Point Entities in Oregon during the months of April, May and June 2021 and may not be appropriate for any other purpose. The financial outlook has been prepared based on a number of assumptions including the assumptions discussed under the heading “Cautionary Note Regarding Forward-Looking Information and Statements” above and assumptions with respect to market conditions, pricing, and demand. The actual results of operations for any period will likely vary from the amounts set forth in these projections and such variations may be material. The Company and its management believe that the financial outlook has been prepared on a reasonable basis. However, because this information is highly subjective and subject to numerous risks, including the risks discussed under the heading “Cautionary Note Regarding Forward-Looking Information and Statements” above, it should not be relied on as necessarily indicative of future results.

Third Party Information

This press release includes market and industry data that has been obtained from third party sources, including industry publications. The Company believes that the industry data is accurate and that its estimates and assumptions are reasonable, but there is no assurance as to the accuracy or completeness of this data. Third party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there is no assurance as to the accuracy or completeness of included information. Although the data is believed to be reliable, the Company has not independently verified any of the data from third party sources referred to in this press release or ascertained the underlying economic assumptions relied upon by such sources.

Non-Solicitation

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: Halo Collective: Investor Relations, [email protected], www.haloco.com/investors; For additional information please contact Philip van den Berg, Chief Financial Officer of the Corporation at (541) 646-5694 or [email protected]

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