TORONTO, Nov. 9, 2022 – Halo Collective Inc. (“Halo”) (NEO: HALO) (OTCQB: HCANF) (Germany: A9KN) today announced that it has entered into a promissory note (the “Promissory Note”) with Reef Capital Inc. (the “Lender”), for a principal amount of up to C$5,000,000, to be advanced in separate tranches of at least C$250,000 at the request of Halo, with the consent of the Lender. The Promissory Note is for an initial twelve-month term (the “Initial Term”) with interest accruing at a rate of 10%. The Company has the ability to extend the Initial Term for an additional twelve months at an interest rate of 15% following the Initial Term upon thirty days prior written notice.

Pursuant to the terms of the Promissory Note, the Lender may convert the principal amount outstanding under the Promissory Note, from time to time, into common shares in the capital of the Company (“Common Shares”) at a conversion price equal to the greater of: (i) 80% of the closing market price of the Common Shares on the Neo Exchange Inc. (or such other primary stock exchange on which the Common Shares are then listed) on the day preceding the date on which the Lender delivers a conversion notice to the Company; and (ii) $0.10. Interest owing under the Promissory Note is payable in cash.

The Promissory Note contains language preventing the Lender from converting any amount outstanding thereunder if such conversion would result in: (i) the Lender and any person acting in combination or in concert with the Lender, holding greater than 9.99% of the outstanding Common Shares after giving effect to the conversion and issuance, without the Lender having filed and cleared a personal information form with the NEO Exchange Inc.; or (ii) the Lender and any person acting in combination or in concert with the Lender, holding greater than 19.99% of the outstanding Common Shares after giving effect to the conversion and issuance.


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Further information regarding the financing can be found in Promissory Note, which will be posted to Halo’s SEDAR profile on www.sedar.com.

About Halo Collective

Halo is focused on the United States West Coast, where it has vertically integrated operations covering the entire value chain from seed to sale. Halo cultivates, extracts, manufactures, and distributes quality cannabis flower, pre-rolls, vape carts, edibles, and concentrates. Halo sells these products under a portfolio of brands, including Hush™, Winberry Farms™, its retail brand Budega™, and license agreements with FlowerShop*. In addition, Halo has opened two dispensaries in Los Angeles under the Budega™ brand in North Hollywood and Hollywood, with plans to open one more in Hollywood in 2022.

In the non-THC sector, Halo is expanding into health and wellness categories, including CBD and functional supplements such as nootropic nutraceuticals and nonpsychotropic mushrooms. Halo, through a series of acquisitions, has product offerings in the form of beverages (H2C Beverages), dissolvable strips (Dissolve Medical), capsules (Hushrooms™), and topical supplements (Hatshe) with proposed national distribution via a strategic agreement with SWAY Energy Corporation.

Halo has successfully acquired and integrated a variety of companies which were subsequently reorganized to create Akanda Corp. (NASDAQ: AKAN), an international medical cannabis and wellness company, of which Halo is the largest shareholder. Halo has also acquired a range of software development assets, including CannPOS, Cannalift, CannaFeels, and a discrete sublingual dosing technology, Accudab. Halo intends to reorganize these entities (including their intellectual property and patent applications) into a subsidiary called Halo Tek Inc. and to complete the distribution of the shares of Halo Tek Inc. to shareholders on record at a date to be determined.

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

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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 expected ability to draw down under the Promissory Note, the potential issuance of Common Shares, management’s plans regarding its portfolio of cannabis businesses and intention to expand into health and wellness, the proposed distribution agreement with SWAY Energy Corporation, the expected opening date of the Company’s California dispensaries 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: the unwillingness of the Lender to consent to future draw-downs, 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, 2022 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-Solicitation 

This press release shall not constitute an offer to sell or 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.

Halo Collective Enters into Convertible Promissory Note for Aggregate Principal Amount of Up To C$5 Million

For further information: Halo Collective Inc., Investor Relations, [email protected], www.haloco.com/investors; For additional information please contact Marshall Minor, Interim Chief Financial Officer of the Company at (541) 646-5694 or [email protected]