Halo Collective Announces Change of Auditors and Failure to File Cease Trade Order

June 22, 2023 1:06 PM EDT | Source: Halo Collective Inc.

Toronto, Ontario--(Newsfile Corp. - June 22, 2023) - Halo Collective Inc. (NEO: HALO) (OTCQB: HCANF) (FSE: A9K0) ("Halo" or the "Company") announces today that it has changed its auditor (the "Change of Auditor") from Macias Gini & O'Connell LLP (the "Former Auditor") to GreenGrowth CPAs (the "Successor Auditor"). The Former Auditor resigned effective June 19, 2023, and the Company's board of directors, upon the audit committee's recommendation, appointed the Successor Auditor to fill the resulting vacancy until the close of the next annual meeting of the Company's shareholders.

There was no modified opinion, or other opinion, issued by the Former Auditor in connection with its audit of the Company for the period commencing at the beginning of the Company's most recently completed financial year and ending on the date of Former Auditor's resignation. There are no "reportable events" (as the term is defined in National Instrument 51-102: Continuous Disclosure Obligations ("NI 51-102")) between the Company and the Former Auditor.

In accordance with NI 51-102, the Company's notice of change of auditor, together with the required letters from the Former Auditor and the Successor Auditor, have been filed on SEDAR.

The Company also announces that the Ontario Securities Commission (the "OSC") on June 19, 2023 issued a failure-to-file cease trade order (a "FFCTO") against the Company as a result of the Company's failure to file the following (collectively, the "Required Filings"):

  • audited financial statements, management discussion & analysis, annual information form and related officer certifications for the year ended December 31, 2022 (the "Annual Filings"); and
  • interim financial statements, management discussion & analysis and related officer certifications for the interim period ended March 31, 2023.

As disclosed in the Company's press release dated April 3, 2023, the OSC had previously granted a management cease trade order (the "MCTO") pursuant to which all trading of the Company's securities by the Company's chief executive officer and chief financial officer was prohibited until the Company's Annual Filings were filed as required pursuant to NI 51-102. Upon the issuance of the FFCTO, the OSC has concurrently ordered that the MCTO be revoked.

The FFCTO prohibits the trading by any person of any securities of the Company in each jurisdiction in Canada in which the Company is a reporting issuer, including trades in the Company's securities made through the NEO Exchange, for as long as the FFCTO remains in effect. The FFCTO provides an exception for beneficial securityholders of the Company who are not currently (and who were not as of June 19, 2023) insiders or control persons of the Company and who sell securities of the Company acquired before June 19, 2023 if both of the following criteria are met: (i) the sale is made through a "foreign organized regulated market", as defined in section 1.1 of the Universal Market Integrity Rules of the Investment Industry Regulatory Organization of Canada and (ii) the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation.

There is no assurance that the Company will be able to remedy its filing default and have the FFCTO lifted in a timely manner or at all.

The Company also confirms that there is no other material information concerning the affairs of the Company that has not been generally disclosed as of the date of this press release.

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 2023.

In the non-THC sector, Halo is expanding into health and wellness categories, including CBD and functional supplements such as nootropic nutraceuticals and non-psychotropic 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 SWAYEnergy 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.

Connect with Halo Collective: Email | Website | LinkedIn | Twitter

Contact Information

Halo Collective Inc.
Investor Relations

For additional information, please contact Katie Field, Chief Executive Officer of the Company at (541) 816-4810 or katie@haloco.com.

Cautionary Note Regarding Forward-Looking Information and Statements

This news release contains certain "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws (the "forward-looking statements"), within the meaning of applicable Canadian securities legislation, including statements related, but not limited to statements relating to the appointment of the Successor Auditors and the term of their appointment, the issuance of the FFCTO, the contents of these orders, the Company's ability to file the Required Filings, the subsequent revocation of the FFCTO, and management's plans regarding its businesses. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as "expect", "plan", "anticipate", "project", "target", "potential", "schedule", "forecast", "budget", "estimate", "intend" or "believe" and similar expressions or their negative connotations, or that events or conditions "will", "would", "may", "could", "should" or "might" occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. These forward-looking statements are made as of the date of this news release. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated in or implied by such forward-looking statements will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur.

While we have based these forward-looking statements on our expectations about future events as of the date of this news release, the statements are not a guarantee that such future events will occur and are subject to risks, uncertainties, assumptions and other factors which could cause events or outcomes to differ materially from those expressed or implied by such forward-looking statements. Such factors and assumptions include, among others, the auditor's term, the review, filing and completion of the Required Filings as well as the duration and revocation of the FFCTO. Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking 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 or implied by such forward-looking statements which may include the failure of the Company to comply with applicable regulatory requirements, the Company's inability to complete and file the Required Filings, the failure to satisfy requirements to remove the FFCTO, the resignation or removal of an auditor; unexpected changes in governmental policies and regulations in the jurisdictions in which the Company operates.

Although we have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake any obligation to update or alter any forward- looking statements except as required under applicable securities laws. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/170992