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Halo Labs Inc. ("Halo" or the "Company") (NEO: HALO, OTCQX: AGEEF, Germany: A9KN) is pleased to announce that it has entered into a definitive agreement to wholly acquire Cannalift Delivery Inc. ("Cannalift") in exchange for C$3.41M common shares of Halo at a deemed price of C$0.11 per share (the "Acquisition"). Cannalift is a software company that is developing an application to introduce a new and convenient method for obtaining cannabis products. Once functional, the application will deliver any products from local dispensaries to consumers through an intuitive application and website, subject to regulatory approvals.

Transaction Highlights

Provides platform for planned delivery and distribution where allowed in North America

May be initially leveraged in Saskatchewan and Manitoba as home deliveries are permitted as well as in California where Halo operates

Acquisition paid fully in shares to preserve Halo’s cash position

Concurrent private placement of C$700,000 at C$0.11 per share ("Concurrent Financing")

Cannalift is a delivery application and web based platform that once developed will provide consumers with a convenient method of obtaining cannabis products from their local dispensaries. Subject to local regulations in Canada where Halo will operate, the application will enable customers to electronically interact with dispensaries, thereby reducing wait times and improving customer experience. The application is being designed to be used on a smart phone or tablet.

Cannalift will solely be a delivery platform, not carrying any cannabis supply but rather mediating between consumers and dispensaries. The platform also offers up-to-date supply inventory from partnering dispensaries, allowing consumers an intuitive way to navigate finding the product they want. Cannalift’s buildout is ahead of schedule and is projected to be completed with initial sales and partnerships by the end of Q2 2020.

Katharyn Field, President of Halo, comments, "Adding Cannalift to Halo’s portfolio is a promising step in building our operations in North America. With ongoing supply constraints in North America and the lack of delivery options, being an early operator in a demanding space for direct to consumer delivery will put Halo ahead of the competition. With the recently announced planned acquisitions of the KushBar Brand, the NOHO dispensary and intended acquisitions of future retail cannabis locations, Halo will be in a position to deliver high quality cannabis products to consumers both in store and at home, subject to regulatory approvals and local laws."

The acquisition is expected to be completed through a three-cornered amalgamation whereby Halo will acquire 100% of Cannalift Delivery Inc.’s outstanding common shares from its shareholders in exchange for 31,000,000 of common shares of Halo at C$0.11 per share. The Agreement requires the existing developers to work with the Company to develop the application and provide for a smooth transition. The common shares issued by Halo in conjunction with the Acquisition will be subject to a pooling agreement with volume restrictions.

Concurrent Non-Brokered Private Placement

As a closing condition, the Cannalift vendor is helping Halo secure a non-brokered private placement of up to C$700,000 (the "Concurrent Financing"). The Concurrent Financing will offer the investors Halo common shares at C$0.11 per share. Any securities issued in connection with this financing will be subject to a four month and one day statutory hold period pursuant to applicable securities laws as well as volume restrictions. The proceeds from this offering will be used for general working capital purposes.

Both the Acquisition and Concurrent Financing are expected to close on or before March 10, 2020 and are subject to the satisfaction or waiver of customary conditions, including the receipt of all applicable regulatory and stock exchange approvals. In connection with the Acquisition, Halo will also issue an aggregate of 2,480,000 shares as a finders fee to an arm’s-length consultant of the Company.

About Halo

Halo is a leading cannabis cultivation, manufacturing, and distribution company that grows and extracts and processes quality cannabis flower, oils, and concentrates and has sold over 5 million grams of oils and concentrates since inception. Additionally, Halo has continued to evolve its business through delivering value with its products and now via verticalization in key markets in the United States and Africa with planned expansion into European and Canadian markets. With a consumer-centric focus, Halo markets innovative, branded, and private label products across multiple product categories.

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