Halo Collective Plans to Acquire William's Wonder Farms

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Learn more about Williams Wonder Farms: https://www.youtube.com/watch?v=aXUXnRb_Qh0

TORONTO, July 24, 2021 /CNW/ - Halo Collective Inc. ("Halo" or the "Company" (NEO: HALO) (OTCQX: HCANF) (Germany: A9KN), a vertically integrated cannabis company, has entered into an asset purchase agreement effective July 23, 2021 (the "Asset Purchase Agreement") pursuant to which its wholly-owned subsidiary ANM, Inc. ("ANM") will acquire the William's Wonder Farms ("William's") cannabis cultivation business in Oregon, including all trademarks, light dep flower, licenses issued by the Oregon Liquor Control Commission (the "OLCC") and subject to OLCC approvals, equipment, and related operating assets (the "Transaction"). 

The planned acquisition of William's Wonder Farms will permit Halo to:

• Increase Halo's genetics library by offering more exotic strains.
• Increase Halo's total owned and managed cultivated acreage to 11 acres of outdoor cultivation in Oregon, creating one of the larger cultivation companies in the state.
• Cultivate fresh, high-quality flower year-round in greenhouses producing light dep flower nine months out of the year.
• Provide space for Halo to potentially add two more Tier 2 managed licenses on the William's site to bring the total to 5 acres of outdoor and greenhouse cultivation at Williams.
• Add a wholesale license on-site to serve as a hub for flower processing, trimming, and other ancillary services for all Halo's Southern Oregon farms to add an additional revenue stream.
• Add six more greenhouses for more year-round light dep material, increasing yearly flower sales.
• Add a line of pre-rolls and concentrates to the excellent William's Wonder brand. Pre-rolls and concentrates made up over 20% of retail sales in the Oregon market in 2020¹. By adding new SKUs in these categories, William Wonder brand is poised for growth.

ANM Williams Farm LLC, an indirect wholly-owned subsidiary of Halo, will acquire three Tier II marijuana production licenses and related operating assets, including vegetative, cloning and other propagation equipment and shipping containers located on leased premises in Grants Pass, Oregon. ANM Williams Farm LLC will have a five-year lease on the underlying properties as well as a right of first refusal to purchase these properties.

Per unaudited year end results, 2020 sales for William's Wonder products in Oregon were just over US$2.4 million, resulting in EBITDA of nearly US$0.6 million.  In the first three months of 2021, unaudited results show sales of over US$0.8 million, a 48% increase on annualized basis.  EBITDA during the same period was just over US$0.3 million.

Upon signing the Asset Purchase Agreement, Halo will assist with the day-to-day operations  of the William's Wonder Farms business under the terms of a Services Agreement, and will purchase 100% of the product cultivated at the premises pursuant to an Offtake Agreement.

The signing of the definitive agreements for William's Wonder Farms will increase Halo's total harvestable cannabis canopies in Oregon to 11 acres for this season: 3 acres at William's Wonder Farms, 6 acres at East Evan's Creek in Jackson County, 1 additional acre pre-purchased in Applegate , 1 acre at Fall Creek's Winberry Farm. William's Wonder Farms lies on fertile soil near freshwater from the Applegate River with well-established water rights. The William's Wonder brand is well-known and established in the Portland market where more than 70% of William's sales in Oregon occur.

Halo has also entered into a Consulting Services Agreement with William Hill, CEO and owner of William's Wonder Farms, to provide transition and operational services in connection with Halo's acquisition of the business. Halo believes that William's knowledge, expertise, and success in the Oregon market will help to bolster its plants to expand cultivation and increase flower in the state.

Transaction Details

Upon closing of the Transaction, ANM Williams Farms LLC will acquire the OLCC licenses and related operating assets from the two entities doing business as William's Farms: William's Wonder Farms LLC, and Set Ventures LLC (the "William's Wonder Entities"). The consideration payable by Halo for the acquisition of the assets from William's Wonder Entities is US$3.8 million, payable US$2.8 million in cash and ● common shares of Halo ("Halo Shares").. US$500,000 of the purchase price will be placed into escrow to serve as a source for any potential indemnification claims against the selling parties. The closing of the Transaction is subject to the approval of the NEO Exchange Inc. and the OLCC, as well as the satisfaction of other customary closing conditions. The closing is expected to occur in Q4 2021.   

Concurrently with signing the Asset Purchase Agreement, ANM and the William's Wonder Entities also entered into a Services Agreement pursuant to which ANM Williams Farms LLC will assist with the day-to-day operations of the business pending the closing of the acquisition.  ANM Inc. also entered into an Offtake Agreement with the William's Wonder entities pursuant to which it will purchase 100% of the finished product produced at William's Wonder Farms pending the closing of the Transaction.

"With this acquisition, we now will add significant cultivation capacity in Southern Oregon while adopting a great brand with what we believe to be one of the highest quality products, as well as a top-tier outdoor greenhouse genetics library," said Kiran Sidhu, CEO, and Co-Founder of Halo. "We are honored to bring William Hill, a pioneer in the Oregon cannabis market, into the Halo family and bring in house William's top-tier brand with plans to expand William's product offerings."

"When I decided to sell my business, I knew Halo would be a great fit because it's a company that shares our values and commitment to quality and local sourcing. I'm very excited and look forward to working with Halo to further expand the William's Wonder brand," said William Earl II, owner of William's.

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¹ All sales figures sourced from the May 2021 BDSA Sales Data.

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 nine million grams of oils and concentrates since inception. Halo 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.

The Company is currently operating in the United States in California and Oregon, in 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 partnership or license with DNA Genetics, Terphogz, and FlowerShop, a cannabis lifestyle and conceptual wellness brand in which G-Eazy is a partner and key member of FlowerShop. The Company has also acquired three KushBar retail cannabis stores located in the Canadian province of Alberta as a first in its planned entry into the Canadian market, leveraging its Oregon and California brands.

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 now has a combined 11 acres of owned and contracted outdoor cultivation, and greenhouse acreage owned, operated or managed.  In California, the Company is building out Ukiah Ventures, a planned 30,000-square-foot indoor grow and cannabis processing facility including up to an additional five acres of industrial land to expand this indoor grow site in the near future. Recently, Halo also partnered with Green Matter Holding in California to purchase Bar X Farm in Lake County, developing up to 80 acres of cultivation which would comprise the largest single licensed grow in California.

Halo also has acquired a range of software development assets, including technology platforms CannPOS, Cannalift, and, more recently, CannaFeels. Halo also owns the discrete sublingual dosing technology, Accudab. The Company intends to spin-off these assets along with its intellectual property and patent applications into its subsidiary Halo Tek Inc. and 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 to be called Akanda Corp. ("Akanda") whose mission will be to provide high quality and ethically sourced medical cannabis products for patients worldwide. Akanda will seek to deliver on this promise while driving positive change in wellness, empowering individuals in Lesotho, and by uplifting the quality of the lives of employees and the local communities where it operates – and while limiting its carbon footprint. Akanda will combine the scaled production capabilities of Bophelo Bioscience & Wellness Pty. Ltd. ("Bophelo"), Halo's Lesotho-based cultivation and processing campus, located in the world's first Special Economic Zone (SEZ) containing a cannabis growth operation, with distribution and route-to-market through Canmart Ltd. ("Canmart"), Halo's UK-based fully approved pharmaceutical importer and distributor which 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 William's Wonder Farms

William's Wonder Farms, Oregon's premier cannabis farm, is located in the beautiful Applegate Valley in Southern Oregon. William's Wonder Farms adheres to 100% natural growing practices to sustainably cultivate the highest quality product for medical and recreational use.

As a family-owned business, William's strongly believes in supporting the local economy—that's why whenever possible, William's uses local supplies that are sourced from a network of exceptional Oregon vendors. Our rich organic soil and all our natural amendments, comes from Oregon businesses that William's knows, admires and trusts.

William's staff is comprised of close friends and family members who share its commitment to quality. They're good, honest peeps—the kind you'd like to have a beer with (or better yet, some of our product).

For more information about Williams Wonder Farms, visit https://www.williamswonderfarms.com 

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.

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 completion of the Transaction and the impact thereof on the prospects of Halo, the expansion of Halo's operation in Oregon, development and expansion of Bophelo's operations, 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 reorganization of Halo's non-US assets and the ability of Bophelo and Canmart to serve the U.K. market.

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: unforeseen delays or circumstances that prevent the applicable stock exchanges from commencing trading in the Company's shares or warrants; delays in obtaining required licenses or approvals, 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.

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

^[1] All sales figures sourced from the May 2021 BDSA Sales Data. 

SOURCE Halo Collective Inc.