Halo Labs Completes Securities Issuance To Independent Consultants, Related Parties, And Suppliers
Tue Dec 22, 5:07PM CST
Halo Labs Inc. ("Halo" or the "Company") (NEO:HALO) (OTCQX:AGEEF) (Germany:A9KN) today announces that is has completed the issuance of 28,227,881 common shares of the Company (the "Compensation Shares") to certain independent consultants, related parties, and suppliers of the Company, in satisfaction of approximately C$2,142,241.90 in fees, payables, and other compensation accrued between April 2020 and August 2020.
The Company has also issued an aggregate of 18,000,000 warrants ("Compensation Warrants") to independent consultants of the Company. The Compensation Warrants have an exercise price of $0.05 and expire one year from the date of issuance.
All of the Compensation Shares and Compensation Warrants were issued pursuant to an exemption from the prospectus requirement of applicable securities laws. 8,073,655 Compensation Shares were issued to related parties (within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101")) and such issuances are considered "related party transactions" for the purposes of MI 61-101. Such related party transactions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities being issued to the related parties nor the consideration being paid by the related parties exceeded 25% of the Company's market capitalization. The recipients of the Compensation Shares and the extent of such participation were not finalized until shortly prior to the completion of the issuance described herein. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the transactions contemplated hereby pursuant to a material change report filed at least 21 days prior to the completion of such transactions.
All of the Compensation Shares were issued pursuant to an exemption from the prospectus requirement of applicable securities laws. 9,582,658 of the Compensation Shares issued are subject to a hold period expiring on the date that is four (4) months and one day from the date of issuance.
In addition, Mendo Holdings LLC, an independent consultant of the Company, received 6,548,632 Compensation Shares as part of the issuance. Mendo Holdings LLC provides consulting services related to the integration of the BARX transaction and rental of properties and equipment. These services include, but are not limited to, the planning and supervision of the building out of BARX, maintaining and holding licenses of BARX, project management, and the assistance and handling of contractors associated with the BARX transaction.
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