Halo Collective Inc. (“Halo” or the “Company”) (NEO: HALO) (OTCQB: HCANF) (Germany: A9KN), a vertically integrated multinational cannabis company, is pleased to announce that, further to its press releases dated February 14, 2020, and September 1, 2020, the Company, through its wholly-owned subsidiary Halo KushBar Retail Inc. (“Halo KushBar”), has completed the purchase of certain KushBar retail cannabis assets from High Tide Inc. (“High Tide”) (TSXV: HITI) (NASDAQ: HITI) (FRA: 2LYA), pursuant to the terms of an amended and restated asset purchase agreement by and among the Company, High Tide and Halo KushBar, among others (the “Purchase Agreement”).
In accordance with the Purchase Agreement, Halo KushBar acquired three operating KushBar retail cannabis stores located in the province of Alberta (the “Portfolio”). In consideration for the Portfolio, the Company previously issued 13,461,538 common shares in the capital of the Company (“Halo Shares”) to High Tide as a deposit, and on closing issued a convertible promissory note (the “Initial Note”) to High Tide in the principal amount of $1.8 million with a conversion rate of $0.16 per Halo Share.
Under the terms of the Purchase Agreement, the Company has also agreed to issue a convertible promissory note on the 12-month anniversary of closing (the “Earnout Note” and together with the Initial Note, the “Halo Notes”) in the principal amount of $400,000 with a conversion rate of $0.16 per Halo Share, provided that certain revenue thresholds are met. If the Portfolio produces aggregate revenue less than the set threshold for the prior 12 months, then the principal amount of the Earnout Note will be reduced dollar for dollar.
Each of the Halo Notes is secured solely by the Portfolio. Accordingly, there are no additional Halo SaloHaHhares or Halo Share warrants being issued.
In addition, concurrently with closing, Halo KushBar and High Tide entered into a retail management agreement under which Halo KushBar will continue to engage High Tide to substantially oversee all aspects of its retail cannabis operations with respect to the Portfolio and will pay High Tide ongoing royalties for regulatory advisory services and retail management through blended monthly payments.
“The acquisition of KushBar is Halo’s first entry into Canada. Combined with our other international assets, in the U.K. and Lesotho, as well as our planned acquisitions we are well on our way to creating a large international ecosystem as many countries are relaxing cannabis restrictions,” said Kiran Sidhu, CEO and Co-Founder.