Halo Announces Completion of Share Purchase Agreement With Ukiah Ventures and Enters Into an Offtake Agreement

Not for Distribution to U.S. Newswire Servicers or For Dissemination in the United States

TORONTO--()--Halo Labs Inc. (“Halo” or the “Company”) (NEO: HALO, OTCQX: AGEEF, Germany: A9KN) is pleased to announce that it has completed its transaction (the “Transaction”) with Ukiah Ventures Inc. (“Ukiah”) that was previously announced on August 28, 2019. Pursuant to the Transaction, (i) Halo and Ukiah entered into a share purchase agreement pursuant to which Halo acquired 1,333,333 common shares in the capital of Ukiah (“Ukiah Shares”) in exchange for 5,940,000 common shares of Halo (“Halo Shares”), and (ii) Halo entered into an offtake agreement (the “Offtake Agreement”) with a third-party California based cannabis processor and distributor.

The Offtake Agreement provides Halo with a right of first refusal to purchase up to 15,000 lbs. of cannabis products per month at a wholesale market price. The Offtake Agreement is for a three-year term and is expected to provide Halo access to a significant quantity of high-quality cannabis at market rate before being solicited to other companies.

The Ukiah Shares acquired by Halo represent a 17.5% interest in Ukiah. The Halo Shares issued pursuant to the Transaction were issued at a deemed value of C $0.50 per Halo Share for an aggregate deemed consideration of C$2,970,000. The Halo Shares are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. Certain directors of Halo own an aggregate of 45,303 Ukiah Shares, representing approximately 0.6% of the issued and outstanding Ukiah Shares following completion of the Transaction.

“Halo is pleased to announce that the transaction for acquiring 17.5% of Ukiah is complete, providing Halo equity in a unique business model” said Kiran Sidhu, CEO and Co-Founder of Halo. “In addition, the Offtake Agreement is expected to provide plentiful biomass for extraction. Access to high quality biomass is important to be able to grow revenues in California.”

About Ukiah

Ukiah services licensed cannabis processors and distributors that currently focus on the procurement of biomass from farms located primarily in the northern California region, and distribution to manufacturers and processors throughout California. Ukiah allows licensed operators to provide a conduit for cannabis to flow from cultivators to manufacturers and distributors. Located in Ukiah, California, Ukiah Ventures Inc. owns a scalable facility of approximately 30,000 square feet, strategically located off Highway 101 and is easily accessible by the large number of licensed farms in the surrounding area. Ukiah also plans to offer value added services for to California cultivators, including trimming, curing, drying, freezing/storing services. Long-standing relationships with the farming communities in its area of operation allows Ukiah to identify arbitrage opportunities for operators when acquiring biomass and be able to procure supply at competitive prices.

About Halo

Halo is a global cannabis extraction company that develops and manufactures quality cannabis oils and concentrates, which are the fastest growing segments in the cannabis industry. Halo is a global leader in cannabis oil and concentrates, having produced over 4.5 million grams of oils and concentrates since inception. The Company has expertise across all major cannabis manufacturing processes, leveraging a variety of proprietary processes and products. The forward-thinking company is led by a strong management team with deep industry knowledge and blue-chip experience. The Company is currently operating in California and Oregon, as well as in Nevada with our partner Just Quality, LLC, and in Lesotho with the 205-hectare Bophelo cultivation zone.

With a consumer-centric focus, Halo will continue to market innovative, branded, and private label products across multiple product categories. Halo recently acquired Dispensary Track platform which will alleviate customer flow constraints experienced by dispensaries and enable direct consumer interaction.

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 Offtake Agreement and the procurement of biomass.

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.

Contacts

Halo Labs
Investor Relations
info@halocanna.com

Contacts

Halo Labs
Investor Relations
info@halocanna.com