TORONTO – Halo Collective Inc. (NEO: HALO) (OTCQB: HCANF) (Germany: A9KN) announced that it is strategically expanding into the functional beverage market with a proposed stock-based acquisition of private company operating as H2C Beverages and the entering into of a distribution and manufacturing agreement with Elegance Brands Inc. Pursuant to the terms of the Distribution Agreement, Elegance has agreed to purchase $30 million of Halo’s H2C and Hushrooms™ branded products during the 24-month period following the launch of the products and to distribute these products to retail outlets in respective legal states across the United States.
Kiran Sidhu, Halo’s Chief Executive Officer, commented, “Nootropic nutraceuticals is a relatively new health category that we believe is poised for robust growth. Our strategic acquisition of H2C Beverages will bolster Halo’s growth opportunities, even as the recreational cannabis industry faces over-supply issues in our California and Oregon markets. Elegance Brands is the perfect partner to manage and distribute H2C and our functional mushroom brand Hushrooms to mainstream consumers.”
Added Raj Beri, Elegance’s CEO and Founder, “Elegance has successfully established a distribution network with a potential reach to tens of thousands of outlets nationwide that uniquely positions for the significant growth expected in the beverages and functional mushroom markets. We believe that Halo’s innovative line of products will be strong sellers alongside our portfolio of brands all built around innovation, and we are excited to offer them to our expanding distribution customers.”
Acquisition of H2C Beverages
Halo has signed a definitive agreement to acquire 1285826 B.C. Ltd. (dba H2C Beverages), a company focused on cannabinoids and non-psychotropic mushroom functional beverages. The H2C Acquisition is expected to provide Halo with a toehold in one of the growing sectors of the cannabidiol market, estimated to account for $16 billion in U.S. sales by 2025, according to Brightfield Research1, as well as to directly participate in rising consumer consciousness toward the health benefits of consuming small doses of cannabinoids and functional mushroom extracts paired with adaptogens. H2C’s product portfolio includes a line of flavored waters that are nano emulsified to maximize absorption and other plant-based beverages infused with cannabinoids, functional mushroom extracts with fulvic and humic minerals from the Rocky Mountains.
In consideration for all the issued and outstanding shares of H2C, Halo has agreed to issue 7,538,462 common shares in the capital of Halo. Closing of the H2C Acquisition is subject to the satisfaction of customary closing conditions, including, among others, the approval of the Neo Exchange Inc. The Company expects the H2C Acquisition to close in January 2022. Halo has also agreed to issue 603,077 Common Shares to an arm’s length finder in connection with the H2C Acquisition.
Distribution and Manufacturing Agreement with Elegance Brands
Halo has also expanded its collaborative relationship with Elegance by entering into the Distribution Agreement to propel the national distribution of beverages, capsules, and topical supplements under H2C and Halo’s functional mushroom brand, Hushrooms. This new category of functional supplements, nootropic nutraceuticals, will be marketed under three subcategories: active, relax and focus.
Under the Distribution Agreement, Elegance has agreed to purchase $30 million of H2C and Hushrooms branded products during the 24-month Launch Period and to distribute these products to retail outlets in respective legal states across the United States. Elegance shall purchase the products at a price of up to 130% of manufactured costs (including all direct costs, both third party and internal) incurred by the Company. All prices are exclusive of applicable taxes, including without limitation, sales, excise, use and property taxes, which shall be paid by Elegance. The Distribution Agreement is expected to deliver up to $9 million of profit (before tax) during the 24-month Launch Period.
During the period from the effective date of the Distribution Agreement until the Launch Period, which is expected to last up to six months, Elegance will provide certain consulting services to Halo including with respect to the development of branding, marketing, and manufacturing best practices, product development, and sales strategies through to launch. Pursuant to the Distribution Agreement, Halo has agreed to issue $2.5 million of Common Shares to Elegance in consideration for the consulting services to be provided by Elegance in connection with the branding, development, manufacturing, and distribution of the H2C and Hushrooms product lines. The Elegance Shares will be issuable in four equal monthly tranches of $625,000 per tranche. The number of Elegance Shares to be issuable under each tranche will be equal to the quotient of $625,000 (converted into Canadian dollars using the prevailing Bank of Canada exchange rate), divided by the greater of: (i) the volume weighted average price of the Common Shares on the NEO (or such other exchange on which the Common Shares are principally traded) for the twenty (20) trading days prior to the issuance of such Elegance Shares; and (ii) the minimum price permitted by the NEO. The issuance of such Elegance Shares is subject to, among other things, the approval of the NEO.
Cautionary Note Regarding Forward-Looking Information and Statements [NTD: To be updated once finalized]
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 expected benefits of the H2C Acquisition and the Distribution Agreement, the expected closing of the H2C Acquisition, the expected growth of the nootropic nutraceutical market, the distribution of the Company’s proposed H2C and Hushrooms branded products and the anticipated profit therefrom, management’s plans regarding its portfolio of cannabis businesses, the Company’s expansion plans regarding Canada, the expected size and capabilities of the final facility planned at Ukiah Ventures, the size of Halo’s planned cultivation facility in Northern California, and the ability of Bophelo and Canmart to serve the UK market and the proposed spin-off by 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: inability of management to successfully integrate the operations of 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, dispensaries or Canadian operations, the proposed spin-out with Halo Tek Inc., 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.
(This information is primarily sourced from Halo Collective Inc. Highly Capitalized has neither approved nor disapproved the contents of this news release. Read our Disclaimer here).