Halo Labs Completes Issuance of Shares to Certain Directors, Employees, and Independent Consultants
Business Wire (engl.) | 27.03.2020 | 00:30
Halo Labs Inc. (“Halo” or the “Company”) (NEO:HALO, OTCQX:AGEEF, Germany:A9KN) today announced the issuance of 19,493,468 common shares of the Company to certain directors, employees, and independent consultants in lieu of cash consideration (the “Compensation Shares”) at a price of C$0.145 per Compensation Share, being the closing price of the common shares of the Company on March 25, 2020.
On March 26, 2020 the Company issued 19,493,468 Compensation Shares in satisfaction of approximately C$2,826,554 in salary, fees, and other compensation accrued between December 2019 and March 2020 and payable to certain directors, employees, and independent consultants of the Company. All of the Compensation Shares were issued pursuant to an exemption from the prospectus requirement of applicable securities laws. None of the Compensation Shares are subject to any hold period. An aggregate of 1,728,057 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”)) of the Company at a price of C$0.145 per Compensation Share and in satisfaction of approximately C$250,569 payables of the Company.
In connection with the above transaction, certain “related parties” for the purposes of MI 61-101 received Compensation Shares and the issuances thereto are considered “related party transactions” for the purposes of MI 61-101. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 and the minority shareholder approval requirement in section 5.6 of MI 61-101 as the fair market value of the subject matter of, nor the fair market value of the consideration, for the transaction, insofar as it involves related parties, is not more than 25% of the Company’s market capitalization.
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