UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 40-F

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

 

  OR

 

ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended _____________ Commission File Number: _____________

 

High Tide Inc.
(Exact name of Registrant as specified in its charter)

 

Alberta, Canada   5990   N/A
(Province or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code)
  (I.R.S. Employer
Identification No.)

 

Unit 112, 11127 – 15 Street N.E.
Calgary, Alberta
Canada T3K 2M4
(403) 770-9435
(Address and telephone number of Registrant’s principal executive offices)

 

CCS Global Solutions, Inc.
530 Seventh Avenue, Suite 508
New York, New York 10018
(800) 300-5067

 

(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Common Shares   HITI   The NASDAQ Stock Market LLC

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:  None

 

For annual reports, indicate by check mark the information filed with this Form:

 

  Annual Information Form   Audited Annual Financial Statements

 

Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the period covered by the annual report: Not applicable.

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes              ☐   No              ☒

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

 

Yes              ☐   No              ☐

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

 

Emerging growth company

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 

 

 

 

 

EXPLANATORY NOTE

 

High Tide Inc. (the “Company” or the “Registrant”) is a Canadian issuer eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

 

FORWARD LOOKING STATEMENTS

 

The Exhibits incorporated by reference into this Registration Statement of the Registrant contain forward-looking statements that reflect management’s expectations with respect to future events, the Registrant’s financial performance and business prospects. All statements other than statements of historical fact are forward-looking statements. The use of the words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “would”, “could”, “likely”, “potential”, “proposed” and other similar words (including negative and grammatical variations), or statements that certain events or conditions “may” or “will” occur, and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

 

Forward-looking information includes, among other things, information regarding:

 

the competitive and business strategies of the Registrant;

 

the intention to grow the business, operations and potential activities of the Registrant;

 

the intention to maximize the utilization of the Registrant’s existing assets and investments;

 

the expected production capacity of the Registrant;

 

the expected demand for the Registrant’s products;

 

the expected category growth of the Registrant’s products;

 

the expected number of licensed cannabis stores in Canada and its Provinces;

 

the success of the entities that the Registrant acquires and the Registrant’s collaborations;

 

the market for the Registrant’s current and proposed products, as well as the Registrant’s ability to capture market share;

 

the anticipated timing for the release of expected product offerings;

 

the development of affiliated brands, product diversification and future corporate development;

 

expectations with respect to the Registrant’s product development, product offering and the expected sales mix thereof;

 

the ability of the Registrant to source components, products and inventory;

 

the Registrant’s satisfaction of international demand for its products;

 

the Registrant’s plans with respect to importation and exportation;

 

the Registrant’s expectations with respect to harvest;

 

the competitive conditions of the industry and the Registrant’s market expertise;

 

whether the Registrant will have sufficient working capital and its ability to obtain financing required in order to develop its business and continue operations;

 

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the applicable laws, regulations, licensing and any amendments thereof related to the cultivation, production and sale of cannabis product in the Canadian, U.S and other international markets;

 

the applicable laws and regulations, and the potential time frame for the implementation of such laws and regulations, to legalize and regulate medical and adult-use cannabis (and the consumer products derived therefrom) internationally;

 

the grant, renewal and impact of any license or supplemental license to conduct activities with cannabis or any amendments thereof;

 

the anticipated future gross sales and margins of the Registrant’s operations and the potential for significant growth or losses;

 

the potential for the Registrant to record future impairment losses;

 

the performance of the Registrant s business and operations;

 

the Registrant’s ability to capitalize on the U.S. market;

 

future steps to be taken in response to COVID-19; and

 

the ability of the Registrant to continue to attract, develop, motivate and retain highly- qualified and skilled employees.

 

Readers are cautioned that the above list of cautionary statements is not exhaustive.

 

These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking statements. Applicable risks and uncertainties include, but are not limited to, those identified under the heading “Risk Factors” on page 37 of the Annual Information Form for the year ended October 31, 2020, attached as Exhibit 99.149 to this Registration Statement and incorporated herein by reference, and under the heading “Risks Assessment” on page 16 of the Registrant’s Management’s Discussion & Analysis for the year ended October 31, 2020, attached as Exhibit 99.141 to this Registration Statement and incorporated herein by reference, and in other filings that the Registrant has made and may make with applicable securities authorities in the future.

 

By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. Importantly, forward-looking statements are estimates reflecting Management's current expectations and beliefs, and are based upon certain assumptions that Management believes to be reasonable based on the information currently available to Management, including, but not limited to, the assumptions that:

 

current and future Management will abide by the business objectives and strategies from time to time established by the Registrant;

 

the Registrant will retain and supplement its Board and Management, or otherwise engage consultants and advisors, having knowledge of the industries (or segments thereof) within which the Registrant may from time to time participate;

 

the Registrant will have sufficient working capital and the ability to obtain the financing required in order to develop its business and continue operations;

 

the Registrant will continue to attract, develop, motivate and retain highly qualified and skilled employees;

 

no adverse changes will be made to the regulatory framework governing cannabis, taxes and all other applicable matters in the jurisdictions in which the Registrant conducts its business from time to time, and any other jurisdiction in which the Registrant may conduct its business in the future;

 

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the Registrant will be able to generate cash flow from operations, including, through the retail sale of cannabis and cannabis products, and the manufacture and distribution of smoking accessories and cannabis lifestyle products;

 

the Registrant will be able to execute on its business strategy, as in place from time to time;

 

the Registrant will be able to meet the requirements necessary to obtain and/or maintain its governmental authorizations and permits;

 

general economic, financial market, regulatory and political conditions in which the Registrant operates will remain the same;

 

the Registrant will be able to compete in, and remain competitive within, the cannabis industry;

 

cannabis prices will not decline materially;

 

the Registrant will be able to effectively manage anticipated and unanticipated costs; and

 

the Registrant will be able to maintain internal controls over financial reporting and disclosure, and procedures in order to ensure compliance with applicable laws and regulations.

 

No assurance can be given that these expectations will prove to be correct and such forward-looking statements in the Exhibits incorporated by reference into this Registration Statement should not be unduly relied upon. The Registrant’s forward-looking statements contained in the Exhibits incorporated by reference into this Registration Statement are made as of the respective dates set forth in such Exhibits. Such forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made. In preparing this Registration Statement, the Registrant has not updated such forward-looking statements to reflect any change in circumstances or in management’s beliefs, expectations or opinions that may have occurred prior to the date hereof. Nor does the Registrant assume any obligation to update such forward-looking statements in the future. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

 

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

 

The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Registration Statement in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant has historically prepared its consolidated financial statements in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, which differ in certain respects from United States generally accepted accounting principles (“US GAAP”) and from practices prescribed by the SEC. Therefore, the Registrant’s financial statements filed with this Registration Statement may not be comparable to financial statements prepared in accordance with U.S. GAAP.

 

PRINCIPAL DOCUMENTS

 

In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through 99.154, inclusive, as set forth in the Exhibit Index attached hereto.

 

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed the written consent of the experts named in the foregoing Exhibits as Exhibits 99.153 and 99.154 as set forth in the Exhibit Index attached hereto.

 

TAX MATTERS

 

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this registration statement on Form 40-F.

 

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DESCRIPTION OF COMMON SHARES

 

The required disclosure is included under the heading “Description of Capital Structure” in the Registrant’s Annual Information Form for the fiscal year ended October 31, 2020, attached hereto as Exhibit 99.149.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

The Registrant has no off-balance sheet arrangements (as that term is defined in paragraph 11(ii) of General Instruction B to Form 40-F) that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

CURRENCY

 

Unless otherwise indicated, all dollar amounts in this Registration Statement are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on October 31, 2020, based upon the daily average closing rate as quoted by the Bank of Canada, was U.S.$1.00 = Cdn$1.3745. The exchange rate of Canadian dollars into United States dollars, on March 10, 2021, based upon the daily average closing rate as quoted by the Bank of Canada, was US$1.00 = Cdn$1.2637.

 

CONTRACTUAL OBLIGATIONS

 

The following table summarizes the undiscounted contractual obligations of the Registrant as of October 31, 2020:

 

    Total     Less than 1
year
    1-3 years     3-5 years     Greater than
5 years
 
    (Cdn$000)     (Cdn$000)     (Cdn$000)     (Cdn$000)     (Cdn$000)  
Accounts payable and accrued liabilities   $ 6,421     $ 6,421            -            -             -  
Notes payable   $ 4,730     $ 3,660     $ 180     $ 890       -  
Convertible debentures   $ 32,790     $ 16,463     $ 10,106     $ 6,221       -  
Lease obligations   $ 21,554     $ 3,564     $ 6,892     $ 4,022     $ 7,076  
Total   $ 65,495     $ 30,108     $ 17,178     $ 11,133     $ 7,076  

 

NASDAQ CORPORATE GOVERNANCE

 

A foreign private issuer that follows home country practices in lieu of certain provisions of the listing rules of the Nasdaq Stock Market LLC (the “Nasdaq Stock Market Rules”) must disclose the ways in which its corporate governance practices differ from those followed by domestic companies. As required by Nasdaq Rule 5615(a)(3), the Registrant will disclose on its website, https://www.hightideinc.com/, as of the listing date, each requirement of the Nasdaq Stock Market Rules that it does not follow and describe the home country practice followed in lieu of such requirements.

 

UNDERTAKING

 

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F or transactions in said securities.

 

CONSENT TO SERVICE OF PROCESS

 

The Registrant has concurrently filed a Form F-X in connection with the class of securities to which this Registration Statement relates.

 

Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.

 

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SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  HIGH TIDE INC.
     
  By: /s/ Raj Grover
    Name: Raj Grover
    Title: President and Chief Executive Officer

 

Date: March 19, 2021

 

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EXHIBIT INDEX

 

The following documents are being filed with the Commission as Exhibits to this Registration Statement:

 

Exhibit No.   Description
     
99.1   MD&A dated for the year ended October 31, 2019
99.2   News Release dated November 7, 2019
99.3   News Release dated November 15, 2019
99.4   News Release dated November 21, 2019
99.5   Report of exempt distribution excluding Schedule 1 of 45-106F1
99.6   News Release dated November 27, 2019
99.7   News Release dated December 5, 2019
99.8   Share Purchase Agreement dated December 9, 2019
99.9   News Release dated December 10, 2019
99.10   Report of exempt distribution excluding Schedule 1 of 45-106F1 dated December 19, 2019
99.11   News Release dated December 27, 2019
99.12   Loan Agreement dated January 6, 2020
99.13   News Release dated January 7, 2020
99.14   News Release dated January 7, 2020
99.15   Early Warning Report dated January 9, 2020
99.16   Report of exempt distribution excluding Schedule 1 of 45-106F1 dated January 16, 2020
99.17   News Release dated January 27, 2020
99.18   News Release dated January 28, 2020
99.19   News Release dated January 31, 2020
99.20   Condensed Interim Consolidated Financial Statements for the three months ended January 31, 2020 and 2019
99.21   MD&A for the three months ended January 31, 2020 and 2019
99.22   Report of exempt distribution excluding Schedule 1 of 45-106F1 dated February 6, 2020
99.23   News Release dated February 14, 2020
99.24   News Release dated February 21, 2020
99.25   ON Form 13-502F1 (Class 1 and 3B Reporting Issueers – Participation Fee) dated February 28, 2020
99.26   Audited Annual Financial Statements dated February 28, 2020
99.27   AB Form 13-501F1 (Class 1 and 3B Reporting Issuers – Participation Fee) dated February 27, 2020
99.28   51-109FV1 – Certification of annual filings – CFO (E) dated February 28, 2020
99.29   51-109FV1 – Certification of annual filings – CEO (E) dated February 28, 2020
99.30   News Release dated March 2, 2020
99.31   News Release dated March 31, 2020
99.32   52-109FV2 – Certification of Interim filings – CFO (E) dated March 30, 2020
99.33   52-109FV2 – Certification of Interim filings – CEO (E) dated March 30, 2020
99.34   News Release dated April 6, 2020
99.35   News Release dated April 8, 2020
99.36   News Release dated April 13, 2020
99.37   News Release dated April 20, 2020
99.38   News Release dated April 22, 2020
99.39   Condensed Interim Consolidated Financial Statements for the three and six months ended April 30, 2020 and 2019
99.40   MD&A for the three and six months ended April 30, 2020 and 2019
99.41   Report of exempt distribution excluding Schedule 1 of 45-106F1 dated May 1, 2020
99.42   News Release dated May 4, 2020
99.43   News Release dated May 8, 2020
99.44   News Release dated May 14, 2020
99.45   Notice of the meeting and record dated, dated May 21, 2020
99.46   News Release dated May 25, 2020
99.47   News Release dated June 9, 2020
99.48   News Release dated June 15, 2020
99.49   News Release dated June 17, 2020
99.50   52-109FV1 – Certification of Interim filings – CFO (E) dated June 16, 2020

 

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99.51   52-109FV1 – Certification of Interim filings – CEO (E) dated June 16, 2020
99.52   Notice of Meeting dated June 19, 2020
99.53   Management Information Circular dated June 19, 2020
99.54   Form of Proxy
99.55   Report of exempt distribution excluding Schedule 1 of 45-106F1 dated July 2, 2020
99.56   Security Agreement dated July 22, 2020
99.57   Debt Restructuring Agreement dated July 22, 2020
99.58   News Release dated July 24, 2020
99.59   News Release dated July 31, 2020
99.60   Letter from former auditor dated July 31, 2020
99.61   Notice of Change of Auditor dated July 31, 2020
99.62   Condensed Interim Consolidated Financial Statements for the three and nine months ended July 31, 2020 and 2019
99.63   MD&A for the three and nine months ended July 31, 2020 and 2019
99.64   Letter from Ernst & Young regarding Change of Auditor Notice dated July 31, 2020
99.65   News Release dated August 7, 2020
99.66   News Release dated August 10, 2020
99.67   Arrangement Agreement dated August 20, 2020
99.68   Support and Voting Agreement dated August 20, 2020
99.69   News Release dated August 21, 2020
99.70   Material Change Report dated August 28, 2020
99.71   Amended and Restated Asset Purchase Agreement dated September 1, 2020
99.72   News Release dated September 1, 2020
99.73   News Release dated September 1, 2020
99.74   News Release dated September 8, 2020
99.75   News Release dated September 14, 2020
99.76   52-109FV2 – Certification of Interim filings – CFO (E) dated September 16, 2020
99.77   52-109FV2 – Certification of Interim filings – CEO (E) dated September 16, 2020
99.78   News Release dated September 16, 2020
99.79   News Release dated September 16, 2020
99.80   News Release dated September 22, 2020
99.81   Management Information Circular dated September 23, 2020
99.82   Report of exempt distribution excluding Schedule 1 of 45-106F1 (amended) dated October 19, 2020
99.83   News Release dated October 28, 2020
99.84   News Release dated November 3, 2020
99.85   First Supplemental Warrant Indenture dated November 16, 2020
99.86   First Supplemental Debenture Indenture dated November 16, 2020
99.87   News Release dated November 17, 2020
99.88   News Release dated November 17, 2020
99.89   Support and Voting Agreement dated November 18, 2020
99.90   Articles of Arrangement dated November 18, 2020
99.91   News Release dated November 23, 2020
99.92   News Release dated November 25, 2020
99.93   Material Change Report dated November 25, 2020
99.94   News Release dated November 30, 2020
99.95   News Release dated December 3, 2020
99.96   Report of exempt distribution excluding Schedule 1 of 45-106F1 dated December 4, 2020
99.97   News Release dated December 8, 2020
99.98   News Release dated December 9, 2020
99.99   Report of exempt distribution excluding Schedule 1 of 45-106F1 dated December 10, 2020
99.100   News Release dated December 14, 2020

 

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99.101   News Release dated December 29, 2020
99.102   News Release dated January 4, 2021
99.103   News Release dated January 7, 2021
99.104   NI 44-101 Notice of Intent to Qualify dated January 6, 2021
99.105   News Release dated January 10, 2021
99.106   Report of exempt distribution excluding Schedule 1 of 45-106F1 dated January 13, 2021
99.107   Business Acquisition Report dated January 15, 2021
99.108   News Release dated January 22, 2021
99.109   News Release dated January 25, 2021
99.110   News Release dated February 1, 2021
99.111   News Release dated February 1, 2021
99.112   News Release dated February 2, 2021
99.113   Amended and Restated Bought Deal Offering of Units dated February 2, 2021
99.114   Cover Letter from Newsfile Corp. dated February 2, 2021
99.115   Letter from Foreign Issuer dated February 2, 2021
99.116   Term Sheet dated February 1, 2021
99.117   Amended and Restated Term Sheet dated February 2, 2021
99.118   Qualification Certificate dated February 5, 2021
99.119   Preliminary Short Form Prospectus dated February 5, 2021
99.120   Decision Document dated February 5, 2021
99.121   Marketing materials dated February 9, 2021
99.122   Other material contract(s) dated February 9, 2021
99.123   News Release dated February 10, 2021
99.124   News Release dated February 16, 2021
99.125   Undertaking to file documents and material contracts dated February 16, 2021
99.126   Government of Alberta Certificate of Amendment and Registration of Restated Articles
99.127   Consent letter of underwriters' legal counsel dated February 16, 2021
99.128   Consent letter of issuer's legal counsel
99.129   Auditors' consent letter dated February 16, 2021
99.130   Auditors' consent letter dated February 16, 2021
99.131   Underwriting or agency agreement dated February 16, 2021
99.132   Final short form prospectus dated February 16, 2021
99.133   Decision Document dated February 17, 2021
99.134   News Release dated February 18, 2021
99.135   News Release dated February 22, 2021
99.136   2021 Warrant Indenture dated February 22, 2021
99.137   News Release dated February 23, 2021
99.138   ON Form 13-502F1 (Class 1 and 3B Reporting Issuers – Participation Fee) dated March 1, 2021
99.139   Consolidated financial statements for the years ended October 31, 2020 and 2019
99.140   AB Form 13-501F1 (Class 1 and 3B Reporting Issuers – Participation Fee) dated March 1, 2021
99.141   MD&A for the year ended October 31, 2020
99.142   52-109FV1 – Certification of annual filings – CFO (E) dated March 1, 2021
99.143   52-109FV1 – Certification of annual filings – CEO (E) dated March 1, 2021
99.144   News Release dated March 1, 2021
99.145   News Release dated March 4, 2021
99.146   News Release dated March 5, 2021
99.147   News Release dated March 8, 2021
99.148   News Release dated March 10, 2021
99.149   Annual Information Form dated March 5, 2021
99.150   52-109F1 – AIF – Certification of filings with voluntarily filed AIF – CFO (E) dated March 11, 2021
99.151   52-109F1 – AIF – Certification of filings with voluntarily filed AIF – CEO (E) dated March 11, 2021
99.152   News Release dated March 15, 2021
99.153   Consent of Independent Registered Public Accounting Firm dated March 19, 2021 from MNP LLP
99.154   Consent of Independent Registered Public Accounting Firm dated March 19, 2021 from Ernst & Young LLP

 

 

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EXHIBIT 99.1

 

 

 

 

 

 

 

 

 

 

 

Management’s Discussion & Analysis

For the year ended October 31, 2019 and 2018

Dated as at February 25, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

1.0 Preface

 

1.1 Overview

 

This Management’s Discussion and Analysis (“MD&A”) of the results of operations and of the unaudited consolidated financial position of High Tide Inc. (“High Tide” or the “Company”) is for the three and nine months ended July 31, 2019 and 2018, and should be read in conjunction with the audited consolidated financial statements of the Company for the year ended October 31, 2018 (hereafter the “Financial Statements”) and with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”).

 

In this document, the terms “we”, “us”, and “our” refer to High Tide. This document also refers to the Company’s three reportable operating segments: the “Retail” Segment represented by businesses including Canna Cabana, KushBar, Grasscity and Smoker’s Corner, the “Wholesale” Segment represented by RGR and Famous Brandz, and the “Corporate” Segment.

 

High Tide is a vertically-integrated manufacturer, distributor and retailer of smoking accessories as well as a downstream-focused retailer of cannabis products. The Company’s shares are listed on the Canadian Stock Exchange (“CSE”) under the symbol “HITI”, the Frankfurt Stock Exchange (“FSE”) under the securities identification code ‘WKN: A2PBPS’ and the ticker symbol “2LY”, and on the OTCQB Market (“OTCQB”) under the symbol “HITIF”. The address of the Company’s corporate and registered office is # 120 – 4954 Richard Road SW, Calgary, Alberta T3E 6L1, while the address of the Company’s headquarters is #112, 11127 15 Street NE, Calgary, Alberta, T3K 2M4.

 

Additional information about the Company, including the October 31, 2018, audited consolidated financial statements, news releases and the Company’s long form prospectus can be accessed at www.sedar.com and at www.hightideinc.com.

 

1.2 Metrics

 

System-Wide Sales is a non-GAAP financial measure. Non-GAAP measures are not defined under the International Financial Reporting Standards (defined as (“IFRS”) as issued by the IASB) and therefore may not be comparable to similarly titled measures reported by other issuers. Accordingly, System-Wide Sales are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

 

System-Wide Sales is defined as the sum of the external merchandise sales made by High Tide’s divisions and includes sales by both corporate, franchise and partnered retail locations. Sales are inclusive of returns, allowances and discounts; sales exclude other revenue sources including rent revenue, royalties, interest and freight. Management believes this measure is useful in evaluating growth, the strength of our brands, performance across High Tide’s businesses and in evaluating the financial and operational performance of the Company.

 

1.3 Forward-Looking Information and Statements

 

Certain statements contained within this MD&A, and in certain documents incorporated by reference into this document, constitute forward-looking statements. These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “budget”, “plan”, “continue”, “estimate”, “expect”, “forecast”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements.

 

In particular, this MD&A contains the following forward-looking statements pertaining, without limitation, to the following: changes in general and administrative expenses; future business operations and activities and the timing thereof; the future tax liability of the Company; the estimated future contractual obligations of the Company; the future liquidity and financial capacity of the Company; and its ability to fund its working capital and forecasted capital expenditures.

 

We believe the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in, or incorporated by reference into, this MD&A should not be unduly relied upon.

 

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High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

These statements speak only as of the date of this MD&A or as of the date specified in the documents incorporated by reference into this MD&A, as the case may be. The actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this MD&A; counterparty credit risk; access to capital; limitations on insurance; changes in environmental or legislation applicable to our operations, and our ability to comply with current and future environmental and other laws; changes in income tax laws or changes in tax laws and incentive programs relating to the cannabis industry; and the other factors discussed under Section 10: “Financial Instruments and Risk Management” in this MD&A.

 

Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking statements contained in this MD&A and the documents incorporated by reference herein are expressly qualified by this cautionary statement. The forward-looking statements contained in this document speak only as of the date of this document and the Company does not assume any obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable securities laws.

 

2.0 Accounting Framework

 

Financial data disclosed in this MD&A has been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the IASB. The Financial Statements and MD&A have been prepared on a historical cost basis except for financial instruments which are measured at fair value. Accordingly, the financial information contained herein have been prepared on the basis of accounting policies applicable to a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

 

These Financial Statements are presented in Canadian dollars (“$”), which is the Company’s and its Canadian subsidiaries functional currency. The functional currency of its European subsidiaries is Euro (“€”) and the functional currency of its USA subsidiaries is USD.

 

2.1 Critical Accounting Estimates and Assumptions

 

The accounting policies set out below have been applied consistently to all years presented in these consolidated financial statements, and have been applied consistently by the Company and its subsidiaries.

 

Use of estimates & accounting judgements

 

The preparation of these consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and shareholders’ equity at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the year. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.

 

The estimates and assumptions are reviewed on an ongoing basis. Revisions in accounting estimates are recognized in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years.

 

A. Use of estimates

 

Critical accounting estimates are those that require management to make assumptions about matters that are highly uncertain at the time the estimate or assumption is made. Critical accounting estimates are also those that could potentially have a material impact on the Company’s financial results where a different estimate or assumption is used. The significant areas of estimation uncertainty are:

 

Expected credit losses

 

The Company’s accounts receivables are typically short-term in nature and the Company recognizes an amount equal to the lifetime expected credit losses (“ECL”). The Company measures loss allowances based on historical experience and including forecasted economic conditions. The amount of ECLs is sensitive to changes in circumstances of forecast economic conditions.

 

3

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

A. Use of estimates (Continued)

 

Going concern

 

Determining if the Company has the ability to continue as a going concern is dependent on its ability to achieve profitable operations. Certain judgments are made when determining if the Company will achieve profitable operations.

 

Inventory valuation

 

Inventory is carried and the lower of cost and net realizable value; in estimating net realizable value, the Company makes estimates related to obsolescence, future selling prices, seasonality, customer behaviour, and fluctuations in inventory levels.

 

Estimated useful lives, residual values and depreciation of property and equipment

 

Depreciation of property and equipment is dependent upon estimates of useful lives and residual values, which are determined through the exercise of judgment. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that take into account factors such as economic and market conditions and the useful lives of assets.

 

Intangible asset impairment

 

Amortization of intangible assets is dependent upon estimates of useful lives, lease terms and residual values which are determined through the exercise of judgment.

 

Fair value of financial instruments

 

The individual fair values attributed to different components of a financing transaction are determined using valuation techniques. The Company uses judgment to select the methods used to make certain assumptions and in performing the fair value calculations in order to determine; (a) the values attributable to each component of a transaction at the time of their issuance; (b) the fair value measurement for certain instruments that require subsequent measurement at fair value on a recurring basis; and (c) for disclosing the fair value of financial instruments subsequently carried at amortized cost. These valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market.

 

Impairment of non-financial assets

 

Impairment exists when the carrying value of an asset or cash generating unit (“CGU”) exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions in an arm’s length transaction of similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow model. The estimated future cash flows are derived from management estimates, budgets and past performance and do not include activities that the Company is not yet committed to or significant future investments that will enhance the asset’s performance of the cash generating unit being tested. The recoverable amount is sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash flows and the growth rate used for extrapolation purposes.

 

Share-based compensation & Warrants

 

In calculating share-based compensation & warrant expense, key estimates such as the value of the common shares, the rate of forfeiture of options granted, the expected life of the option, the volatility of the value of the comparable companies’s common shares and risk-free interest rate are used.

 

Taxation

 

The calculations for current and deferred taxes require management’s interpretation of tax regulations and legislation in the various tax jurisdictions in which the Company operates, which are subject to change. The measurement of deferred tax assets and liabilities requires estimates of the timing of the reversal of temporary differences identified and management’s assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income before they expire, which involves estimating future taxable income. The Company is subject to assessments by various taxation authorities in the tax jurisdictions in which it operates, and these taxation authorities may interpret the tax legislation and regulations differently. In addition, the calculation of income taxes involves many complex factors. As such, income taxes are subject to measurement uncertainty and actual amounts of taxes may vary from the estimates made by management.

 

4

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

A. Use of estimates (Continued)

 

Deferred tax assets

 

Deferred tax assets, including those arising from tax loss carry-forwards, require management to assess the likelihood that the Company will generate sufficient taxable income in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted.

 

B. Judgments

 

Judgment is used in situations when there is a choice and/or assessment required by management. The following are critical judgments apart from those involving estimations, that management has made in the process of applying the Company’s accounting policies and that have a significant effect on the amounts recognized in the consolidated financial statements.

 

Determination of CGUs

 

For the purposes of assessing impairment of non-financial assets, the Company must determine CGUs. Assets and liabilities are allocated into CGUs at the lowest level of separately identified cash flows. Determination of what constitutes a CGU is subject to management judgment. The asset composition of a CGU can directly impact the recoverability of assets included within the CGU. The determination of the Company’s CGUs was based on management’s judgment in regard to shared infrastructure, geographical proximity and similar exposure to market risk and materiality.

 

Business combinations and asset acquisitions

 

Classification of an acquisition as a business combination or an asset acquisition depends on whether the assets acquired constitute a business, which can be a complex judgment. Where an acquisition is classified as a business combination or an asset acquisition can have a significant impact on the entries made on and after the acquisition.

 

The initial measurement of assets acquired and liabilities assumed in an asset acquisition is determined based on an allocation of the purchase consideration, which can be comprised of cash or cash equivalents and the fair value of other consideration given to acquire the asset at the time of the acquisition. In the event that the consideration includes share-based consideration, the Company considers the specific requirements of IFRS 2, Share Based payments.

 

Consolidation

 

The determination of which entities require consolidation is subject to management judgment regarding levels of control, assumptions of risk and other factors that may ultimately include or exclude an entity from the classification of a subsidiary or other entity requiring consolidation.

 

Segmented information

 

Operating segments are determined based on internal reports used in making strategic decisions that are reviewed by the Chief Operating Decision Makers (CODMs). The Company’s CODMs are the Chief Financial Officer, Chief Executive Officer and Chief Operating Officer.

 

5

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

B. Judgments (continued)

 

Going concern assessment

 

At each reporting period, management assesses the basis of preparation of the consolidated financial statements. These consolidated financial statements have been prepared on a going concern basis in accordance with IFRS. The going concern basis of presentation assumes that the Company will continue its operations for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

 

Contingencies

 

Management uses judgment to assess the existence of contingencies. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. Management also uses judgment to assess the likelihood of the occurrence of one or more future events.

 

C. Current Accounting Policy Changes

 

IFRS 9 Financial Instruments:

 

Effective November 1, 2018, the Company adopted IFRS 9, which introduces new requirements for:

 

i) The classification and measurement of financial assets and liabilities,
ii) The recognition and measurement of impairment of financial assets, and
iii) General hedge accounting

 

In accordance with the transition provisions of the standard, the Company has elected to not restate prior periods. The impact of adopting IFRS 9 was recognized in Accumulated Deficit at November 1, 2018 and related to the recognition of additional expected credit losses. The net impact resulted in an increase in the expected credit losses allowance of $35,776, an increase in deferred income tax assets of $9,660, and a $26,117 increase in Accumulated Deficit.

 

IFRS 15 Revenue from Contracts with Customers

 

The Company has adopted IFRS 15 Revenue from Contracts with Customers (“IFRS 15”) with an initial adoption date of November 1, 2018. As a result, the Company has changed its accounting policy for revenue recognition, which is outlined below. The Company has elected to adopt IFRS 15 retrospectively with the modified retrospective method of transition practical expedient and has elected to apply IFRS 15 only to contracts that are not completed contracts at the date of initial application. Comparative information has not been restated and is reported under IAS 18 Revenue (“IAS 18”). Refer to the Company’s most recent audited consolidated financial statements for information on its prior accounting policy.

 

The Company recognized the cumulative impact of the initial application of the standard as a reclassification on the Consolidated Statement of Financial Position as well as an increase in Accumulated Deficit as at November 1, 2018. Applying the significant performance obligation requirements to specific contracts resulted in the following:

 

i) An increase in Accumulated Deficit of $66.

 

The impact to Accumulated Deficit related to franchise arrangements. IFRS 15 requires that, in determining the timing of revenue recognition, that if there is a reasonable expectation that the franchisor will undertake activities that will significantly affect the brand name to which the franchisee has rights, and the franchisee is directly exposed to any positive or negative effects of that brand and image throughout the franchise period, that the performance obligation is satisfied over the period of the franchise agreement, or in the case of specific brand development activities, deferred as a contract liability until such time as the related activity and associated costs are incurred. There were no impacts to the statement of cash flows as a result of adopting IFRS 15.

 

6

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

3.0 Corporate Overview

 

3.1 Nature of Operations

 

The Company’s retail operations are focused on business-to-consumer markets. The operations of Canna Cabana and KushBar are focused both on the retail sale of recreational cannabis products for adult use as well as smoking accessories. Canna Cabana is one of Canada’s largest premier cannabis retail network. Smoker’s Corner relate solely to the retail sale of smoking accessories, while the operations Grasscity has been operating as a major e-commerce retailer of smoking accessories for over 20 years and has significant brand equity in the United States and around the world. Its acquisition by High Tide in late 2018 has been complementary as the Company is utilizing its manufacturing and distribution channels to enhance gross margins within the Grasscity business, while Grasscity brings a recognizable name and an established online sales channel for High Tide to sell its proprietary products.

 

The wholesale operations of RGR are primarily focused on the manufacturing and distribution of smoking accessories and cannabis lifestyle products. RGR designs and distributes a proprietary suite of branded smoking accessories including overseeing their contract manufacturing by third parties. RGR also distributes a minority of the products in its catalogue that are manufactured by third parties. RGR does not sell its products directly to consumers but operates an e-commerce platform for wholesale customers. Similar to RGR, the wholesale operations of Famous Brandz are primarily focused on the manufacturing and distribution of smoking accessories and cannabis lifestyle products. Famous Brandz differentiates itself from RGR by focusing on acquiring celebrity licences, designing and distributing branded products. Famous Brandz has developed an extensive network of wholesale clients across Canada, the United States and Europe. It also sells directly to consumers through its own e-commerce platform.

 

Company’s vision it to provide the full spectrum of best-in-class products and services for cannabis consumers, while growing organically and through acquisitions, to become the world’s premier retail-focused and vertically integrated enterprise.

 

Established Consumer Brands:

 

 

7

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

3.2 Competitive Landscape

 

As of the date of this MD&A, the Company operates 27 corporately-owned retail Canna Cabana locations and 2 KushBar locations. Further, Canna Cabana is currently represented by one branded locations selling cannabis products in Toronto as well as one franchise in Calgary. In total, the Company currently has a total of 31 branded retail cannabis stores operating across Canada.

 

Canna Cabana and KushBar were established to sell recreational cannabis products following the deregulation of cannabis for adult use across Canada on October 17, 2018. Canna Cabana and Kushbar operate amongst a variety of large and small competitors, both consolidated and independent. Notable competitors include 420 Premium Market, Choom, Fire & Flower, NewLeaf Cannabis, Nova Cannabis, Prairie Records, Spiritleaf and YSS, as well as numerous independent retailers.

 

The Company anticipates additional growth in revenue due to legalization of edibles, vapes and concentrates.

 

The Company operates 4 corporately owned retail locations under the Smoker’s Corner banner across Alberta. As of the date of this MD&A, the Company is currently represented by 2 franchised Smoker’s Corner locations operating across Alberta and Nova Scotia.

 

Smoker’s Corner mainly competes with independent retailers of smoking accessories without significant market concentration. Smoker’s Corner has created a strong brand over 10 years of operations through its network of stores and emphasis on customer service, as well as the depth and breadth of its product offering that is largely supplied by RGR.

 

Most of the Company’s competitors applicable to its Wholesale Segment operate primarily as product distributors, while RGR and Famous Brandz both design, directly source, import and distribute their products. This creates advantages through vertical integration, brings unique product designs to market as well as offers wholesale customers favourable and flexible pricing.

 

In the future, the Company expects its Retail Segment to experience increased competition from the recreational cannabis industry as greater number of third-party stores are established across Canada offering cannabis products and smoking accessories. The Company believes that its product knowledge, operational expertise and margin maximization achieved through its vertically integrated smoking accessories business will enable it to operate profitably over the long term. In addition, the Company expects opportunities to arise from the legalization of recreational cannabis for its Wholesale Segment to acquire new clients by supplying third-party retailers with smoking accessories on a wholesale basis, thereby offsetting some of the risks associated with increased competition affecting the Retail Segment.

 

Focusing initially on its existing markets of Alberta, Saskatchewan and Ontario, the Company intends to enter the British Columbia and other Canadian markets as regulations permit. The Company anticipates being able to grow both organically as well as through acquisition in the future.

 

8

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

4.0 Operating Performance (Unaudited)

 

    Year ended Oct 31  
$ Millions (except where noted)   2019     2018  
    $     $  
System Wide Sales     51.2       11.4  
                 
Merchandise sales (excluding franchisee revenues)     31.4       8.7  
Gross Margin     12.1       3.1  
Gross Margin Percentage     39 %     55 %
Total Expenses     (30.1 )     (6.8 )
Loss Before Taxes     (19.5 )     (6.1 )
Net Loss for the Year     (18.9 )     (4.6 )
Loss Per Share (Basic)     (0.09 )     (0.04 )
Loss Per Share (Diluted)     (0.09 )     (0.04 )

 

During the year ended October 31, 2019, the Company raised additional capital of $22.8 million through the sale of convertible debentures, which allowed it to close the acquisition of Grasscity, the acquisition of Dreamweavers Cannabis Products Ltd. (“Dreamweavers”) and to continue establishing Canna Cabana’s retail network. The operations of Canna Cabana, the acquisition of Grasscity and the acquisition of Dreamweavers supported the achievement of significant sales and revenue growth in the period.

 

The Company reported a net loss of $18.9 million during the twelve-month period, which was primarily attributable to expenses incurred to expand its business inclusive of personnel costs, rent and operating costs associated with its expanded retail network, as well as transaction and compliance costs incurred to operate publicly, raise capital and complete business acquisitions.

 

4.1 Consolidated Results of Operations in Detail

 

Revenue

 

During the twelve-month period ended October 31, 2019, High Tide achieved a System-Wide Sales of $51.2 million. The increase in sales was driven primarily by the operations of Canna Cabana, which began selling recreational cannabis products and smoking accessories on October 27, 2018, the acquisition of Grasscity, the acquisition of Dreamweavers and by new customers acquired in the Company’s Wholesale Segment.

 

Sales growth (excluding franchisee revenues) led to increases in revenues of $22.7 million between all segments. During the 2019 fiscal year, Canna Cabana locations served over 857,000 customers, which reflects a retail cannabis business with a loyal customer base, due to a strong brand that focuses on customer service through a one-stop-shopping experience. The Company has been also attracting new customers and positioning itself to be a key accessories supplier in the cannabis industry for 2019 and beyond. In 2018, the Company entered into supply agreements for smoking accessories with the Ontario Cannabis Store (“OCS”) and received a large purchase order for white-label smoking accessories from Aurora Cannabis Inc. that was fulfilled during the year.

 

Gross Margin

 

For the twelve-months ended October 31, 2019, gross margin increased by $9.0 million as compared to the same period during the prior year, which was driven by the increase in sales volume. The gross margin rate declined from 55% to 39% largely attributable to changes in the overall product mix and sales strategy, with cannabis products driving growth at lower margins than accessories and with discounting applied to smoking accessories to support a differentiated cannabis retail experience as well as to drive traffic to Smoker’s Corner and Canna Cabana locations.

 

9

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Expenses

 

Total operating expenses increased by $23.3 million for the twelve-months period ending October 31, 2019, compared to the same period during the prior year. The increase was a result of the Company’s aggressive growth efforts to take advantage of significant market opportunities created due to the deregulation of recreational cannabis for adult use across Canada, which officially occurred on October 17, 2018 with the introduction of Bill C-45. This increased effort resulted in the Company being represented by 30 branded stores across Canada as at the date of this MD&A.

 

The increase in costs was largely attributed to salaries, wages and benefits expenses, which increased by $7.6 million compared to the prior year with an additional $2.2 million being incurred for share-based compensation. The increase in staffing was due to the need for additional personnel, within both the Retail and the Corporate Segments. The increase in staffing was required to facilitate growth and to ensure the Company could take full advantage of various market opportunities. General and administrative expenses increased by $5.9 million compared to the same period in 2018 as a result of this expansion. Additionally, there was an increase in professional fees of $4.2 million during the year ended October 31, 2019, compared to the same period in the prior year attributed to costs incurred for compliance reporting, the implementation of an enterprise resource planning software system to support the expanded operations as well as professional fees associated with raising capital and acquiring businesses. The company also incurred bad debt expense of $0.9 million during the year ended October 31, 2019, related to Smokers Corner franchises.

 

5.0 Segment Operations

 

For the year ended Oct 31,   Retail
2019
($)
    Retail
2018
($)
    Wholesale
2019
($)
    Wholesale
2018
($)
    Corporate
2019
($)
    Corporate
2018
($)
    Total
2019
($)
    Total
2018
($)
 
Net Revenue     24,151       3,757       6,686       4,992       606       -       31,443       8,749  
Gross margin     8,909       3,280       2,642       (171 )     600       -       12,151       3,109  
Net (loss) Income     (5,012 )     944       (2,006 )     (4,134 )     (11,967 )     (1,380 )     (18,986 )     (4,571 )
Total assets     37,462       8,375       6,254       7,173       5,115       10,375       48,831       25,922  
Total liabilities     4,677       847       682       1,000       28,690       761       34,049       2,607  

 

10

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

5.1 Retail Segment Performance

 

 

The Company’s Retail Segment demonstrated significant sales and revenue growth year-over-year with revenue $20.4 million higher than last year. Revenue growth is primarily attributable to Canna Cabana, which became operational and began selling recreational cannabis products for adult use in the period, along with the Grasscity acquisition that was closed in December of 2018. During the period, Canna Cabana experienced strong product demand and consistent retail margins being reported across in the industry.

 

Grasscity was acquired by High Tide on December 19, 2018 and contributed sales of $4.3 million during the year. Grasscity is an online retailer of smoking accessories and cannabis lifestyle products, primarily to customers in the USA and Europe. Grasscity attracts approximately 5.8 million users to its online website each year and has had over 34 million unique users join its online forums since its inception. High Tide is investing in Grasscity to renew its online sales platform, increase its searchability and align its supply chain with RGR and Famous Brandz. Grasscity is a strong strategic fit with High Tide with its advantages in branding and online presence, while enabling the Company to leverage its vertical integration to improve order fulfillment, customer reach, product margins and the overall profitability of the business.

 

Smoker’s Corner sales declined in the period compared to last year due to the closure of five corporate stores and seven franchise stores. Four of the closed locations are converted into Canna Cabana locations. High Tide expects to recapture and expand upon lost revenues under Canna Cabana.

 

Gross margin dollars for the twelve-month period ended October 31, 2019 increased by $5.6 million while the gross margin rate declined to 37%. The decline in gross margin rate is due, in combination, to the product mix at Canna Cabana that earns a lower blended margin than purely from the sale of higher-margin smoking accessories, as well as due to a decline in financing and fixed royalty revenues. High Tide will continue to optimize its operations to improve margins as cannabis sales become an increasingly large portion of the product mix.

 

Expenses increased significantly in the period due to the operations of Canna Cabana and Grasscity. For the year ended October 31, 2019, the Retail Segment incurred a loss of $5.0 million.

 

11

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

5.2 Wholesale Segment Performance

 

Revenues in the Company’s Wholesale Segment increased by $1.7 million to $6.7 million in the twelve-month period ended October 31, 2019, from $5.0 million for the same period in 2018. The increase in revenue was driven by the attraction of new customers created by the deregulation of recreational cannabis for adult use and the resulting retail cannabis industry. High Tide’s Wholesale Segment has positioned itself as a key supplier to a number of retail cannabis competitors that have entered the marketplace since October 17, 2018.

 

Gross margins dollars increased by $2.8 million.

 

Expenses in the Wholesale Segment increased due to additional investments made to hire product developers, marketing professionals and digital marketing specialists. The additional staff were hired to expand product mix and further develop various proprietary brands.

 

The Wholesale Segment incurred a net loss of $2.0 million compared to loss of $4.1 million in the prior year.

 

5.3 Corporate Segment Performance

 

The Corporate Segment earned revenues of $0.6 million in the twelve months ended October 31, 2019, compared to no revenue being earned in the same period in the prior year. Revenue of $0.6 million was made up of royalty fees and interest revenues. This Segment’s main function is to administer the other two Segments (Retail and Wholesale) and is responsible for the executive management and financing needs of the business.

 

12

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

5.4 Geographical Segments

 

 

The following presents information related to the Company’s geographical Segments:

 

For the year ended October 31, 2019   Retail     Wholesale     Corporate     Total  
    $     $     $     $  
Primary geographical markets                        
Canada     20,025       4,692       606       25,323  
USA     3,684       1,901       -       5,585  
International     443       92       -       535  
Total revenue     24,152       6,686       606       31,443  
Major products and services                                
Cannabis     16,366       -       -       16,366  
Smoking accessories     6,753       6,477       -       13,230  
Franchise royalties and fees     953       -       562       1,515  
Interest and other revenue     80       208       44       333  
Total revenue     24,151       6,686       606       31,443  
Timing of revenue recognition                                
Transferred at a point in time     23,291       6,477       -       29,768  
Transferred over time     860       208       606       1,675  
Total revenue     24,151       6,686       606       31,443  

 

Sales performance increased significantly in all segments, with Canna Cabana lifting Canadian sales and Grasscity contributing to US sales and International sales. Grasscity’s operations are located in Amsterdam, Netherlands, leading to the addition of an International geographical segment. Revenues in this segment are comprised of sales made to all countries outside of North America.

 

13

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

5.5 Summary of Quarterly Results

 

 

(C$ in millions,   Q1     Q2     Q3     Q4     Q1     Q2     Q3     Q4  
except per share amounts)   2018     2018     2018     2018     2019     2019     2019     2019  
Net Revenue     2.7       1.7       2.2       2.1       5.0       6.6       8.3       11.5  
Income (Loss) Before OCI     0.3       (0.4 )     (0.6 )     (3.8 )     (3.8 )     (3.3 )     (3.7 )     (7.8 )

 

Aside from the seasonal increase in consumer spending leading up to and slightly after the winter holiday period, which occurs in the first quarter of the Company’s fiscal year, seasonality is becoming a decreasing factor in the Company’s sales performance as the Retail Segment grows. In the first, second, third and fourth quarters of 2019, revenues increased as the Company began operating Canna Cabana stores and selling recreational cannabis products, as well as from integrating its acquisition of Grasscity. These two businesses have no prior comparisons in quarterly performance. In the second quarter of 2018, expenses increased as the Company began to expand its Canna Cabana business as well as initiating the listing process of High Tide on the Canadian Securities Exchange, a process which continued through the third and fourth quarters of fiscal 2018.

 

The primary reason for increase in loss was due to write off Smoker’s Corner franchise accounts receivable of $939, change in estimate of tax provision resulting in reversal of $4,013 tax recovery and impairment loss of $220 on Smoker’s Corner.

 

14

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

6.0 Financial Position

 

    October-31-
2019
    October-31-
2018
 
Total current assets     14,009       17,509  
Total non-current assets     34,822       8,413  
Total current liabilities     11,775       2,590  
Total non-current liabilities     22,274       17  
Share capital     26,283       35,695  
Contributed surplus     2,119       -  
Convertible debentures – equity     600       -  
Warrants     5,348       16,904  
Special warrants     -       905  
Accumulated other comprehensive loss     (368 )     -  
Non-controlling interest     (179 )     (13 )
Deficit, at end of the year     (19,022 )     (30,176 )

 

Assets

 

As at October 31, 2019, the Company had a working capital surplus of $2,234, compared to $14,920 on October 31, 2018. The change is mainly due to the growth in the Company’s operations as it opened Canna Cabana stores and acquired Grasscity. As mentioned in Section 12: “Subsequent Events” within this MD&A the Company secured a credit facility up to $10,000 from Windsor Capital and agreed to sell the assets of KushBar to Halo Labs for $12,000 this gives the Company enough liquidity for working capital and to pursue its expansion plan.

 

Total assets of the Company were $48,831 on October 31, 2019 compared to $25,922 on October 31, 2018. The increase in total assets is primarily due to an increase in intangible assets as a result of the acquisition of the GrassCity and Dreamweavers. Assets also increased due to capital asset additions, inventory purchases, and prepaid lease deposits as a result of the expansion into the recreational retail sector during the period.

 

Liabilities

 

Total liabilities increased to $34,048 at October 31, 2019 compared to $2,607 on October 31, 2018 primarily due to convertible debentures issued which were valued at 22,057. The proceeds from convertible debenture were used for expansion and working capital. Liabilities also increased due to $2,000 loan from Cay innovations Inc. and vendor loan for a building purchased in Niagara for $1,600 which are due within next 12 months.

 

6.1 Summary of Outstanding Share Data

 

The Company had the following securities issued and outstanding as at the date of this MD&A:

 

Securities(1)   Units Outstanding  
Issued and outstanding common shares     223,929,507  
Warrants     121,335,066  
Stock options     10,860,000  
Convertible debentures     26,055  

 

(1) Refer to the Company’s Consolidated Financial Statements for a detailed description of these securities.

 

15

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Liquidity and Capital Resources

 

The Company anticipates that it will begin to generate positive operating cash flow in the second half of the fiscal 2020 year. To achieve the Company’s expansion plans, additional funding will be required to account for store capital buildout costs and the associated inventory and other start-up costs. The Company’s expansion plans are subject to additional financing, appropriate lease arrangements for each potential retail location and required approvals from the applicable regulatory authorities in each of the provinces (and municipalities) in which the Company plans to open retail cannabis locations. As well, certain provincial regulatory authorities have limited the number of retail cannabis licences available for issuance and this may prohibit the Company from achieving its expansion goals. These future funding requirements may be met in several ways including, but not limited to, a combination of equity financings, debt financings and other capital markets alternatives.

 

For the twelve months ended October 31, 2019, the Company generated a net loss of $18,986 compared to $4,584 in prior year and had net operating cash outflows of $15,626 compared to $3,722 in prior year. The net loss and operating cash outflows are primarily driven by costs incurred to incorporate and finance the new High Tide and Canna Cabana entities which were not operational during this period in the prior year, as well as to close the acquisitions of Grasscity and Dreamweavers. This resulted in the hiring of new staff for both administration as well as retail operations, along with professional fees and increased rent.

 

6.2 Capital Management

 

The Company’s objectives when managing capital resources are to:

 

I. Deploy capital to provide an appropriate return on investment to its shareholders.
II. Maintain financial flexibility to preserve the Company’s ability to meet financial obligations; and
III. Maintain a capital structure that provides financial flexibility to execute on strategic opportunities.

 

The Company’s strategy is formulated to maintain a flexible capital structure consistent with the objectives as stated above and to respond to changes in economic conditions and the risk characteristics of the underlying assets. The Board of Directors does not establish quantitative return on capital criteria for management, but rather promotes year over-year sustainable profitable growth. The Company is not subject to any externally imposed capital requirements or covenants. The Company’s capital structure consists of equity and working capital. In order to maintain or alter the capital structure, the Company may adjust capital spending, raise new debt and issue share capital. The Company anticipates it will have adequate liquidity to fund future working capital, commitments, and forecasted capital expenditures through a combination of cash flow, cash on hand, and financings subsequent to the end of the year.

 

6.3 Off Balance Sheet Transactions

 

The Company does not have any financial arrangements that are excluded from the Financial Statements as at October 31, 2019, nor are any such arrangements outstanding as of the date of this MD&A.

 

7.0 Commitments

 

The Company has commitments relating to operating leases for its office space and outlets under non-cancelable operating leases. The future minimal annual rental payments under these operating leases are as follows:

 

 

As at   October 31, 2019     October 31, 2018  
    $     $  
Less than one year     3,962       2,336  
Between one and five years     13,830       10,103  
Greater than five years     3,426       2,532  
      21,218       14,971  

 

As at October 31, 2019 the Company has entered contracts totalling $21,218.

 

16

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

8.0 Transactions Between Related Parties

 

8.1 Financing Transactions

 

As at October 31, 2019, the Company owed the non-controlling interest shareholder of KushBar $701. The loan carries no interest and is due on demand.

 

Included in the convertible debenture that closed on December 12, 2018, was an investment by related party, CannaIncome Fund Corporation, for a total subscription amount of $250.

 

8.2 Operational Transactions

 

The Company paid $2,176 (2018 - $295), to 1990299 Alberta Ltd. (“199”), a company controlled by the President and CEO of the Company, for inventory purchases. 199 primarily facilitates the import of goods and sells these imported goods to the Company at 199’s purchasing and transportation costs, without markup. High Tide incorporated HT Global Imports and has transitioned the process of facilitation of its imports from 199 to HT Global Imports instead. An office and warehouse unit has been developed by Grover Properties Inc., a company that is related through a common controlling shareholder and the President & CEO of the company. The office and warehouse space were leased to High Tide to accommodate the Company’s operational expansion. The lease was established by an independent real estate valuations services company at prevailing market rates and has annual lease payments totalling $386 per annum. The primary lease term is 5 years with two additional 5-year term extensions exercisable at the option of the Company. To facilitate the mortgage for the development of this unit, a loan guarantee of up to $1,500 has been provided by Smoker’s Corner Ltd., a subsidiary of High Tide Inc.

 

Executive compensation

 

The Company defines key management personnel as being the Chief Executive Officer (who is also the major shareholder and director), Chief Operating Officer, Chief Financial Officer, Chief Revenue Officer and Chief Strategy Officer.

 

Key management compensation for the years ended January 31 is as follows:

    2019     2018  
Salaries and other short-term employee benefits (i)   $ 973     $ 272  
Shares issued on private placement in lieu of payment     71       25  
Total   $ 1,044     $ 297  

 

i) Included in the total is $6 for the fair value of a Company vehicle provided to the CEO and $2 for a vehicle and telephone allowance paid to the Chief Strategy Officer and Chief Operating Officer.

 

17

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

9.0 Changes in Accounting Policies Including Initial Adoption

 

9.1 Changes in Accounting Standards Not Yet Adopted

 

(i) IFRS 16 Leases

 

In January 2016, the IASB issued IFRS 16 Leases, which will replace IAS 17 Leases. This standard introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term greater than twelve months, unless the underlying asset’s value is insignificant. A lessee is required to recognize a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. Lessors will continue to classify leases as operating or finance, with lessor accounting remaining substantially unchanged from the preceding guidance under IAS 17, Leases.

 

Management is currently executing its implementation plan and has completed the initial scoping phase to identify material lease contracts. However, the analysis of such contracts to quantify the transitional impact is still in progress. The most significant impact of IFRS 16 will be our initial recognition of the present value of unavoidable future lease payments as right-of-use assets under property, plant and equipment and the concurrent recognition of a lease liability on the consolidated statement of financial position. Majority of our property leases, which are currently treated as operating leases, are expected to be impacted by the new standard which will result in lower rent expense, higher depreciation expense and higher finance costs related to accretion and interest expense of the lease liability. IFRS 16 will also impact the presentation of the consolidated statement of cash flows by decreasing operating cash flows and increasing financing cash flows.

 

The standard will be effective for the Company for the fiscal year commencing November 1, 2019. The Company will be adopting the standard retrospectively by recognizing the cumulative impact of initial adoption in opening retained earnings (i.e. the difference between the right-of-use asset and the lease liability). The Company will measure the right-of-use asset at an amount equal to the lease liability on November 1, 2019, apply a single discount rate to leases with similar remaining lease terms for similar classes of underlying assets and will not separate non-lease components from lease components for certain classes of underlying assets.

 

(ii) Definition of a Business

 

In October 2018, the IASB issued “Definition of a Business (Amendments to IFRS 3)”. The amendments clarify the definition of a business, with the objective of assisting entities to determine whether a transaction should be accounted for as a business combination or as an asset acquisition. The amendment provides an assessment framework to determine when a series of integrate activities is not a business. The amendments are effective for business combinations occurring on or after the beginning of the first annual reporting period beginning on or after January 1, 2020. The Company is currently evaluating the potential impact of these amendments on the Company’s consolidated financial statements.

 

18

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

10.0 Financial Instruments and Risk Management

 

The Company’s activities expose it to a variety of financial risks. The Company is exposed to credit, liquidity, and market risk because of holding certain financial instruments. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance.

 

Risk management is carried out by senior management in conjunction with the Board of Directors.

 

Credit risk

 

Credit risk arises when a party to a financial instrument will cause a financial loss for the counter party by failing to fulfill its obligation. Financial instruments that subject the Company to credit risk consist primarily of cash, accounts receivable, marketable securities and loans receivable. The credit risk relating to cash and cash equivalents and marketable securities balances is limited because the counterparties are large commercial banks. The amounts reported for accounts receivable in the statement of financial position is net of allowances for doubtful accounts and bad debts and the net carrying value represents the Company’s maximum exposure to credit risk. Accounts receivable credit exposure is minimized by entering into transactions with creditworthy counterparties and monitoring the age and balances outstanding on an ongoing basis. Sales to retail customers are required to be settled in cash or using major credit cards, mitigating credit risk. The following table sets forth details of the aging profile of accounts receivable and the allowance for doubtful accounts:

 

As at   October 31, 2019     October 31, 2018  
    $     $  
Current (for less than 30 days)     1,038       343  
31 – 60 days     336       233  
61 – 90 days     295       73  
Greater than 90 days     2,315       334  
Loss allowance     (1,606 )     (128 )
      2,378       855  

 

During the year ended Oct 31, 2019, $1,024 in trade receivables were written off due to bad debts (year ended October 31, 2018 – $396). Individual receivables which are known to be uncollectible are written off by reducing the carrying amount directly. The remaining accounts receivable are assessed collectively to determine whether there is objective evidence that an impairment has been incurred but not yet been identified.

 

The Company performs a regular assessment of collectability of accounts receivables. The Company monitors the financial performance and/or cash flows of its franchisees through observation of their point of sale system, receipt of cash from customers and maintains regular contact/discussions. In fiscal 2018, the Company reviewed the expected payment schedule and discounted it using an average franchisee credit adjusted rate of 11% resulting in the receivables being discounted by $474. For the year ended October 31, 2019, management reviewed the estimates and have created loss allowances for the Smokers Corner’s franchise receivable.

 

19

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

11.0 Liquidity Risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company generally relies on funds generated from operations and equity financings to provide sufficient liquidity to meet budgeted operating requirements and to supply capital to expand its operations. The Company continues to seek capital to meet current and future obligations as they come due. Maturities of the Company’s financial liabilities are as follows:

 

    Contractual cash flows     Less than one year     1-5 years     Greater than 5 years  
    $     $     $     $  
October 31, 2018                        
Accounts payable and accrued liabilities     2,515       2,515       -           -  
Shareholder loans     36       36       -       -  
Finance lease obligation     23       6       17       -  
Total     2,574       2,557       17       -  
July 31, 2019                                
Accounts payable and accrued liabilities     4,428       4,428       -       -  
Shareholder loans     701       701       -       -  
Finance lease obligation     17       6       11       -  
Total     5,147       5,135       11       -  

 

11.1 Foreign Currency Risk

 

Foreign currency risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company maintains cash balances and enters into transactions denominated in foreign currencies, which exposes the Company to fluctuating balances and cash flows due to variations in foreign exchange rates.

 

The Canadian dollar equivalent carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities as at October 31, 2019 was as follows:

 

(Canadian dollar equivalent amounts of US dollar and Euro balances)   October 31,
2019
(Euro)
    October 31,
2019
(USD)
    October 31,
2019
Total
    October 31,
2018
 
    $     $     $     $  
Cash     32       220       252       90  
Accounts receivable (including long term portion)     136       285       421       522  
Accounts payable and accrued liabilities     (618 )     (492 )     (1,110 )     (218 )
Net monetary assets     (450 )     13       (437 )     394  

 

Assuming all other variables remain constant, a fluctuation of +/- 5.0 percent in the exchange rate between the United States dollar and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $11 (October 31, 2018 - $20). Maintaining constant variables, a fluctuation of +/- 5.0 percent in the exchange rate between the Euro and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $23 (October 31, 2018 - $Nil). To date, the Company has not entered into financial derivative contracts to manage exposure to fluctuations in foreign exchange rates. The Company had no balances denominated in Euros as at October 31, 2018.

 

20

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

12.0 Subsequent Events

 

(i) On Nov 5, 2019, the Company issued unsecured convertible debentures under a non-brokered private placement with proceeds of $2,000. Subject to the need for further growth capital, the Company’s Board of Directors has authorized the issuance of an optional second tranche of the Offering for aggregate proceeds of up to $5,000. The outstanding principal amount under the Debentures is convertible at any time before maturity and at the holder’s option, into common shares of the Company at a conversion price of $0.252 per share. The Debentures are due 24 months from the date of issuance and carry an interest cost of 10% per annum, payable annually in advance in shares. The interest cost is payable in shares at a deemed price equal to the volume-weighted average price per common share for the 10-day period prior to the date upon which interest is due. Concurrent with the issuance of the Debentures, the Company paid the annual amount of interest due up-front in the form of 784,314 Shares. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.252 original principal amount of its Debenture, resulting in 7,936,507 warrants being issued as part of the Offering. Each warrant entitles the holder to acquire one Share at an exercise price of $0.50 per Share for two years from the date of issuance.
   
(ii) On Dec 5, 2019, the Company closed the second tranche of the sale of unsecured convertible debentures of the Company under the private placement previously announced on November 14, 2019. Gross proceeds from the Second Tranche were $2,115. The outstanding principal amount under the Debentures is convertible at any time before maturity and at the holder’s option, into common shares of the Company at a conversion price of $0.252 per share. The debentures are due 24 months from the date of issuance and carry an interest cost of 10% per annum, payable annually in advance in Shares. The interest rate is payable in Shares at a deemed price equal to the volume-weighted average price per common share for the 10-day period prior to the date upon which interest is due. Concurrent with the issuance of the debentures, the Company paid the annual amount of interest due up-front in the form of 1,016,826 shares. Under the second tranche of the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.252 original principal amount of its debenture, resulting in 8,392,857 warrants being issued as part of the Offering. Each warrant entitles the holder to acquire one Share at an exercise price of $0.50 per Share for two years from the date of issuance.
   
(iii) On Dec 10, 2019, the Company entered into a definitive share purchase agreement with 2651576 Ontario Inc. (the “Minority Holder”), a private Ontario company, to acquire the remaining 49.9% interest (the “Minority Interest”) in High Tide’s majority-owned subsidiary, KushBar Inc. (“KushBar”). Pursuant to the Definitive Agreement, High Tide, which presently holds a controlling interest of 50.1% in KushBar, will acquire the Minority Interest in a transaction (the “Transaction”) that will result in KushBar becoming a wholly owned subsidiary of High Tide. The consideration paid for the minority interest was by the issuance of a secured convertible debenture in the principal amount of approximately $700 and such number of common shares in the capital of High Tide (“Shares”) having an aggregate value of $500, with each Share priced at the 10-day volume weighted average trading price of the shares on the CSE immediately prior to the Closing Date. The outstanding principal amount under the Debenture is convertible, at the holder’s option, before the maturity date into Shares at a price of $0.25 per Share. The Debenture will be due 24 months from the issuance date and will not bear interest, provided however that any principal amount outstanding following the maturity date will bear interest at a rate of 10% per annum until repaid. If, following the expiry of all hold periods imposed by applicable Canadian securities laws, the volume-weighted average trading price of the Shares on the CSE exceeds $0.30 for a period of 30 consecutive days, High Tide will be entitled to, subject to certain other conditions being met, cause the holder to convert all or part of the outstanding principal amount of the debenture into Shares. In addition, if at any time during the term thereof, High Tide issues securities at a price deemed lower than the conversion price then in effect, then, subject to certain other conditions, such conversion price will be adjusted downward to such lower price.
   
(iv) On Dec 13, 2019, the Company issued to $2,000 in convertible debt and 7,936,508 warrants to the sellers of GrassCity to settle the put option valued at $2,121 as of October 31, 2019.

 

21

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

12. Subsequent Events (continued)

 

(v) On Jan 7, 2020, the Company entered into a loan agreement with Windsor Private Capital, a Toronto-based merchant bank, to secure a senior secured, non-revolving term credit facility in the amount of up to $10 million. The Company will have immediate access to an initial $6 million in working capital, that can be drawn down at Company’s discretion, and subject to satisfaction of certain conditions, will provide the Company with access to an additional $4 million. Amounts drawn down under the Facility will bear interest at a rate of 11.5% per annum, payable monthly, in arrears, on the last day of each calendar month. Provided that certain conditions are satisfied, the Facility will automatically extend for an additional one-year term. The principal amount advanced under the facility is convertible, during its term at any time after an initial 6 month hold period, and at Windsor’s option, into common shares in the capital of the Company at a conversion price of $0.17. The conversion price is subject to downward adjustment if the Company, at any time during the term of the Facility, issues securities at a price deemed lower than the conversion price then in effect. Pursuant to the loan agreement, Windsor is entitled to a one-time placement fee equal to 3.5% of the Initial Facility Amount, which the Company intends to capitalize into the principal amount advanced under the facility. In addition, Company will issue to Windsor such number of Share purchase warrants (the “Warrants”) equal to the aggregate principal amount of the facility divided by the conversion price. The warrants will be subject to vesting as follows: (i) with respect to such number of warrants equal to the Initial Facility Amount divided by the conversion price, such warrants will vest on the earlier of the date on which Windsor advances to the Company the total initial facility amount, and February 6, 2020, and (ii) with respect to the remaining warrants, such number of warrants equal to the quotient obtained by dividing the principal amount advanced to the Company (from the Remaining Facility Amount) by the Conversion Price, will vest on the date of each such advance. Each warrant will entitle the holder thereof, following the vesting date applicable to such Warrant, to acquire one Share at an exercise price equal to 150% of the Conversion Price per Share for a period of two years from the date of issuance.
   
(vi) On Jan 27, 2020, the Company completed the acquisition of the Canna Cabana retail cannabis store in Hamilton, Ontario. As consideration for the acquisition, the Company paid to the vendor $2,097 in cash and issued to the Vendor 4,761,904 common shares in the capital of the Company. The Transaction, which was completed with the consent of the Alcohol and Gaming Commission of Ontario (the “AGCO”) following the expiry of certain restrictions on change of control established under the rules applicable to the first cannabis retail lottery conducted by the AGCO on January 11, 2019 (the “First Lottery”). In connection with the Transaction, the Company acquired all the issued and outstanding shares of a numbered company that was wholly owned by the holder of a cannabis retail store.
   
  PPA
   
(vii) On Jan 28, 2020, the Company acquired a 50% interest in the Canna Cabana store in Sudbury, Ontario from Saturninus Partners. As consideration for the transaction, the Company issued to a nominee of the partners of the partnership an aggregate of 5,319,149 common shares of the Company, which are subject to a four month and one day statutory hold period, as well as common share purchase warrants to purchase up to an aggregate of 2,500,000 shares of the Company. Each Warrant entitles the holder to acquire one share at an exercise price of $0.40 per share for a period of two years from the date of issuance. In addition, for a period of 2 years following the closing date, one of the outgoing partners will be entitled to receive, from the Company, a royalty of 1% of the gross revenues of the Sudbury store.
   
(viii)  On Feb 14, 2020, the Company entered into a binding asset purchase agreement with Halo Labs Inc. (“Halo”), under which High Tide will sell its KushBar retail cannabis assets and the rights to 5 permitted retail cannabis stores (the “Portfolio”) to Halo for $12 Million, payable in the form of 46,153,846 common shares of Halo, of which $3.5 Million has been paid to High Tide as a non-refundable deposit, subject to certain limited circumstances. In addition, Halo has agreed to engage High Tide to substantially oversee all aspects of its retail cannabis operations with respect to the Portfolio and will pay High Tide ongoing royalties for regulatory advisory services and retail management, and a fixed fee for managing the construction of the unopened stores.

 

22

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

13.0 Internal Control over Financial Reporting

 

The Chief Executive Officer and Chief Financial Officer, as the case may be, of the Company are responsible for designing internal controls over financial reporting or causing them to be designed under their supervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

 

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on timely basis. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. No changes were made in the Company’s internal control over financial reporting during the period covered by this MD&A that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

23

 

 

EXHIBIT 99.2

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Opens 26th Canna Cabana and 3rd KushBar Bringing its Total to 29 Branded Retail Cannabis Stores across Canada

 

The Company’s number of branded retail cannabis stores is expected to reach 30 locations across Canada this month

 

Calgary, AB, November 7, 2019 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, today announced that the Canna Cabana location in Unit #130 at 6751 50 Avenue in Red Deer and the KushBar location in Unit #103 at 7701 44 Street in Lloydminster (the “New Stores”) received their first deliveries of recreational cannabis products from Alberta Gaming, Liquor and Cannabis (“AGLC”) and today will begin selling cannabis and accessories. To celebrate each of their grand openings, festivities will take place at the New Stores on Saturday, November 9th.

 

High Tide currently has 29 branded locations stores selling recreation cannabis products across Canada, inclusive of the New Stores. “Adding this Gaetz Avenue location to our other store on Gasoline Alley provides the residents of Red Deer with two great options to enjoy the customer-focused Canna Cabana retail experience,” said Raj Grover, President and Chief Executive Officer of High Tide. “Based on the warm reception to the KushBar banner in Camrose and Morinville so far, opening this third location in Lloydminster is also an exciting development for our company and customers alike,” added Mr. Grover. High Tide is expected to have 30 branded retail cannabis locations across Canada this month, barring any changes to the current rate of licensing by AGLC.

 

The development permits for the remaining Canna Cabana and KushBar stores needed to achieve the AGLC’s maximum of 42 are currently under various stages of development and construction. Outside of Alberta, High Tide currently has a Canna Cabana retail cannabis store in Swift Current, Saskatchewan, along with 3 branded locations in Hamilton, Sudbury and Toronto, Ontario.

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including RGR Canada Inc., Famous Brandz Inc., Kush West Distribution Inc., Smoker’s Corner Ltd., Grasscity.com, Canna Cabana Inc. and the majority of KushBar Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX: APHA) (NYSE: APHA) and Aurora Cannabis Inc. (NYSE: ACB) (TSX: ACB).

 

 

 

 

Representing the core of High Tide’s business, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world. Founded in 2009 and approved by the Canadian Franchise Association, Smoker’s Corner Ltd. is among Canada’s largest counter-culture chains with 12 locations. Kush West Distribution is in the process of becoming a cannabis wholesaler in the province of Saskatchewan. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 26 branded stores, is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a retail cannabis joint venture with 3 locations in Alberta, offering a modern experience that is focused on the growing customer bases in Alberta and Ontario.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Forward-Looking Information

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of High Tide to execute on its business plan and that High Tide will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. and KushBar Inc. businesses. High Tide considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

2

 

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Nick Kuzyk, Chief Strategy Officer & SVP Capital Markets at High Tide Inc.; Tel: (403) 265-4207; Email: Nick@HighTideInc.com; Web: www.HighTideInc.com.

 

 

3

 

EXHIBIT 99.3

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Issues $2 Million of Convertible Debentures

 

Calgary, AB, November 15, 2019 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, today announced that it has issued unsecured convertible debentures of the Company (the “Debentures”) under a non-brokered private placement (the “Offering”) with proceeds of $2,000,000. The proceeds of the Offering will be used by High Tide to fund the construction of its next Canna Cabana and KushBar stores as well as for general working capital purposes. Subject to the need for further growth capital, the Company’s Board of Directors has authorized the issuance of an optional second tranche of the Offering for aggregate proceeds of up to $5,000,000.

 

The outstanding principal amount under the Debentures is convertible at any time before maturity and at the holder’s option, into common shares of the Company (the “Shares”) at a conversion price of $0.252 per share. The Debentures are due 24 months from the date of issuance and carry an interest cost of 10% per annum, payable annually in advance in Shares. The interest cost is payable in Shares at a deemed price equal to the volume-weighted average price per common share for the 10-day period prior to the date upon which interest is due. Concurrent with the issuance of the Debentures, the Company paid the annual amount of interest due up-front in the form of 784,314 Shares.

 

Under the Offering, the Company also issued common share purchase warrants (the “Warrants”) such that each subscriber received one Warrant for each $0.252 original principal amount of its Debenture, resulting in 7,936,507 Warrants being issued as part of the Offering. Each Warrant entitles the holder to acquire one Share at an exercise price of $0.50 per Share for two years from the date of issuance. The final closing of the Offering is expected to occur on such date or dates as agreed to between the Company and the investors.

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including RGR Canada Inc., Famous Brandz Inc., Kush West Distribution Inc., Smoker’s Corner Ltd., Grasscity.com, Canna Cabana Inc. and the majority of KushBar Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

 

 

 

Representing the core of High Tide’s business, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world. Founded in 2009 and approved by the Canadian Franchise Association, Smoker’s Corner Ltd. is among Canada’s largest counter-culture chains with 12 locations. Kush West Distribution is in the process of becoming a cannabis wholesaler in the province of Saskatchewan. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 26 branded stores, is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a retail cannabis joint venture with 3 locations in Alberta, offering a modern experience that is focused on the growing customer bases in Alberta and Ontario.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Forward-Looking Information

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of High Tide to execute on its business plan and that High Tide will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. and KushBar Inc. businesses. High Tide considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

2

 

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Nick Kuzyk, Chief Strategy Officer & SVP Capital Markets at High Tide Inc.; Tel: (403) 265-4207; Email: Nick@HighTideInc.com; Web: www.HighTideInc.com.

 

 

3

 

 

EXHIBIT 99.4

 

 

 

High Tide Opens 27th Canna Cabana Bringing its Total to 30 Branded Retail Cannabis Stores across Canada

 

/NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS./

 

CALGARY, Nov. 21, 2019 /CNW/ - High Tide Inc. ("High Tide" or the "Company") (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, today announced that the Canna Cabana location in Unit #6128 at 403 Mackenzie Way SW in Airdrie (the "Airdrie Store") has received its first delivery of recreational cannabis products from Alberta Gaming, Liquor and Cannabis ("AGLC") and today will begin selling cannabis and accessories. To celebrate its grand opening, festivities will take place at the Airdrie Store on Saturday, November 23rd.

 

High Tide currently has 30 branded locations selling recreation cannabis products across Canada, inclusive of the Airdrie Store. "As promised, High Tide has steadily executed on its growth plans to become the largest retailer of recreational cannabis in Alberta. By hitting the 30-store milestone, we continue to be a leading retailer in the country as well," said Raj Grover, President and Chief Executive Officer of High Tide. "Airdrie is rapidly growing as a neighbouring community to the north of Calgary and we are excited to open this Canna Cabana store in this excellent location," added Mr. Grover. The development permits for the remaining Canna Cabana and KushBar stores needed to achieve the AGLC's maximum of 42 are currently under various stages of development and construction. Outside of Alberta, High Tide currently has a Canna Cabana retail cannabis store in Swift Current, Saskatchewan, along with 3 branded locations in Hamilton, Sudbury and Toronto, Ontario.

 

Separately, the Company recently authorized 4,500,000 warrants with an exercise price of $0.30 per share for issuance to various arm's length third parties as payment for capital markets advisory services.

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically- integrated company in the Canadian cannabis market, with portfolio subsidiaries including RGR Canada Inc., Famous Brandz Inc., Kush West Distribution Inc., Smoker's Corner Ltd., Grasscity.com, Canna Cabana Inc. and the majority of KushBar Inc. High Tide's strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX: APHA) (NYSE: APHA) and Aurora Cannabis Inc. (NYSE: ACB) (TSX: ACB).

 

Representing the core of High Tide's business, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz' products are sold to wholesalers and retailers around the world. Founded in 2009 and approved by the Canadian Franchise Association, Smoker's Corner Ltd. is among Canada's largest counter-culture chains with 12 locations. Kush West Distribution is in the process of becoming a cannabis wholesaler in the province of Saskatchewan. Based in Amsterdam since 2000, Grasscity.com is the world's preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 27 branded stores, is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a retail cannabis joint venture with 3 locations in Alberta, offering a modern experience that is focused on the growing customer bases in Alberta and Ontario.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

 

 

 

Forward-Looking Information

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as "forward-looking statements" are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as "outlook", "expects", "intend", "forecasts", "anticipates", "plans", "projects", "estimates", "envisages, "assumes", "needs", "strategy", "goals", "objectives", or variations thereof, or stating that certain actions, events or results "may", "can", "could", "would", "might", or "will" be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of High Tide to execute on its business plan and that High Tide will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia's Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. and KushBar Inc. businesses. High Tide considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved.

 

Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward- looking statements.

 

The forward looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/November2019/21/c3249.html

 

%SEDAR: 00045217E

 

For further information: Nick Kuzyk, Chief Strategy Officer & SVP Capital Markets at High Tide Inc.; Tel: (403) 265-4207; Email: Nick@HighTideInc.com; Web: www.HighTideInc.com.

 

CO: High Tide Inc.

 

CNW 07:10e 21-NOV-19

 

 

 

 

EXHIBIT 99.5

 

Note: [05 Oct 2018] - The following is a consolidation of 45-106F1. It incorporates the amendments to this document that came
into effect on October 5, 2018. This consolidation is provided for your convenience and should not be relied on as authoritative.

 

Form 45-106F1 Report of Exempt Distribution

 

A. General Instructions

 

1. Filing instructions

 

An issuer or underwriter that is required to file a report of exempt distribution and pay the applicable fee must file the report and pay the fee as follows:

 

In British Columbia – through BCSC eServices at http://www.bcsc.bc.ca.
In Ontario – through the online e-form available at http://www.osc.gov.on.ca.
In all other jurisdictions – through the System for Electronic Document Analysis and Retrieval (SEDAR) in accordance with National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) if required, or otherwise with the securities regulatory authority or regulator, as applicable, in the applicable jurisdictions at the addresses listed at the end of this form.

 

The issuer or underwriter must file the report in a jurisdiction of Canada if the distribution occurs in the jurisdiction, and the issuer or underwriter is relying on a specific exemption from the prospectus requirement set out in section 6.1 of the Instrument. The requirement to file this report might also be a condition of a prospectus exemption provided in a national, multilateral or local rule or instrument, or a condition of an exemptive relief order. If a distribution is made in more than one jurisdiction of Canada, the issuer or underwriter may satisfy its obligation to file the report by completing a single report identifying all purchasers, and file the report in each jurisdiction of Canada in which the distribution occurs. Filing fees payable in a particular jurisdiction are not affected by identifying all purchasers in a single report.

 

In order to determine the applicable fee in a particular jurisdiction of Canada, consult the securities legislation of that jurisdiction.

 

2. Issuers located outside of Canada

 

If an issuer located outside of Canada determines that a distribution has taken place in a jurisdiction of Canada, include information about purchasers resident in that jurisdiction only.

 

3. Multiple distributions

 

An issuer may use one report for multiple distributions occurring within 10 days of each other, provided the report is filed on or before the 10th day following the first distribution date. However, an investment fund issuer that is relying on the exemptions set out in subsection 6.2(2) of NI 45-106 may file the report annually in accordance with that subsection.

 

4. References to purchaser

 

References to a purchaser in this form are to the beneficial owner of the securities.

 

However, if a trust company, trust corporation, or registered adviser described in paragraph (p) or (q) of the definition of “accredited investor” in section 1.1 of NI 45-106 has purchased the securities on behalf of a fully managed account, provide information about the trust company, trust corporation or registered adviser only; do not include information about the beneficial owner of the fully managed account.

 

Joint purchasers may be treated as one purchaser for the purposes of Item 7(f) of this form.

 

5. References to issuer

 

References to “issuer” in this form include an investment fund issuer and a non-investment fund issuer, unless otherwise specified.

 

6. Investment fund issuers

 

If the issuer is an investment fund, complete Items 1-3, 6-8, 10, 11 and Schedule 1 of this form.

 

7. Mortgage investment entities

 

If the issuer is a mortgage investment entity, complete all applicable items of this form other than Item 6.

 

 

 

8. Language

 

The report must be filed in English or in French. In Québec, the issuer or underwriter must comply with linguistic rights and obligations prescribed by Québec law.

 

9. Currency

 

All dollar amounts in the report must be in Canadian dollars. If the distribution was made or any compensation was paid in connection with the distribution in a foreign currency, convert the currency to Canadian dollars using the daily exchange rate of the Bank of Canada on the distribution date. If the distribution date occurs on a date when the daily exchange rate of the Bank of Canada is not available, convert the currency to Canadian dollars using the most recent daily exchange rate of the Bank of Canada available before the distribution date. For investment funds in continuous distribution, convert the currency to Canadian dollars using the average daily exchange rate of the Bank of Canada for the distribution period covered by the report.

 

If the distribution was not made in Canadian dollars, provide the foreign currency in Item 7(a) of the report.

 

10. Date of information in report

 

Unless otherwise indicated in this form, provide the information as of the distribution end date.

 

11. Date of formation

 

For the date of formation, provide the date on which the issuer was incorporated, continued or organized (formed). If the issuer resulted from an amalgamation, arrangement, merger or reorganization, provide the date of the most recent amalgamation, arrangement, merger or reorganization.

 

12. Security codes

 

Wherever this form requires disclosure of the type of security, use the following security codes:

 

Security code   Security type
BND   Bonds
CER   Certificates (including pass-through certificates, trust certificates)
CMS   Common shares
CVD   Convertible debentures
CVN   Convertible notes
CVP   Convertible preferred shares
DCT   Digital coins or tokens
DEB   Debentures
DRS   Depository receipts (such as American or Global depository receipts/shares)
FTS   Flow-through shares
FTU   Flow-through units
LPU   Limited partnership units and limited partnership interests (including capital commitments)
MTG   Mortgages (other than syndicated mortgages)
NOT   Notes (include all types of notes except convertible notes)
OPT   Options
PRS   Preferred shares
RTS   Rights
SMG   Syndicated mortgages
SUB   Subscription receipts
UBS   Units of bundled securities (such as a unit consisting of a common share and a warrant)
UNT   Units (exclude units of bundled securities, include trust units and mutual fund units)
WNT   Warrants (including special warrants)
OTH   Other securities not included above (if selected, provide details of security type in Item 7d)

 

13. Distributions by more than one issuer of a single security

 

If two or more issuers distributed a single security, provide the full legal names of the co-issuers in Item 3.

 

2

 

 

B. Terms used in the form

 

1. For the purposes of this form:

 

“designated foreign jurisdiction” means Australia, France, Germany, Hong Kong, Italy, Japan, Mexico, the Netherlands, New Zealand, Singapore, South Africa, Spain, Sweden, Switzerland or the United Kingdom of Great Britain and Northern Ireland;

 

“eligible foreign security” means a security offered primarily in a foreign jurisdiction as part of a distribution of securities in either of the following circumstances:

 

(a) the security is issued by an issuer
(i) that is incorporated, formed or created under the laws of a foreign jurisdiction,
(ii) that is not a reporting issuer in a jurisdiction of Canada,
(iii) that has its head office outside of Canada, and
(iv) that has a majority of the executive officers and a majority of the directors ordinarily resident outside of Canada;

 

(b) the security is issued or guaranteed by the government of a foreign jurisdiction;

 

“foreign public issuer” means an issuer where any of the following apply:

 

(a) the issuer has a class of securities registered under section 12 of the 1934 Act;

 

(b) the issuer is required to file reports under section 15(d) of the 1934 Act;

 

(c) the issuer is required to provide disclosure relating to the issuer and the trading in its securities to the public, to security holders of the issuer or to a regulatory authority and that disclosure is publicly available in a designated foreign jurisdiction;

 

“legal entity identifier” means a unique identification code assigned to the person

 

(a) in accordance with the standards set by the Global Legal Entity Identifier System, or

 

(b) that complies with the standards established by the Legal Entity Identifier Regulatory Oversight Committee for pre-legal entity identifiers;

 

“NRD” means National Registration Database;

 

“permitted client” has the same meaning as in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;

 

“SEDAR profile” means a filer profile required under section 5.1 of National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR).

 

2. For the purposes of this form, a person is connected with an issuer or an investment fund manager if either of the following applies:

 

(a) one of them is controlled by the other;

 

(b) each of them is controlled by the same person.

 

3

 

 

 

4

 

 

 

 

5

 

 

 

6

 

 

 

7

 

 

 

8

 

 

 

9

 

 

 

10

 

 

 

 

11

 

 

SCHEDULE 1 TO FORM 45-106F1 (CONFIDENTIAL PURCHASER INFORMATION)

 

Schedule 1 must be filed in the format of an Excel spreadsheet in a form acceptable to the securities regulatory authority or regulator.

 

The information in this schedule will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.

 

a) General information (provide only once)
1. Name of issuer
2. Certification date (YYYY-MM-DD)

 

Provide the following information for each purchaser that participated in the distribution. For each purchaser, create separate entries for each distribution date, security type and exemption relied on for the distribution.

 

b) Legal name of purchaser

 

If two or more individuals have purchased a security as joint purchasers, provide information for each purchaser under the columns for family name, first given name and secondary given names, if applicable, and separate the individuals’ names with an ampersand. For example, if Jane Jones and Robert Smith are joint purchasers, indicate “Jones & Smith” in the family name column.

 

1. Family name
2. First given name
3. Secondary given names (if applicable)
4. Full legal name of non-individual (if applicable)

 

c) Contact information of purchaser

 

1. Residential street address
2. Municipality
3. Province/State
4. Postal code/Zip code
5. Country
6. Telephone number
7. Email address (if available)

 

d) Details of securities purchased

 

1. Date of distribution (YYYY-MM-DD)
2. Number of securities
3. Security code
4. Amount paid (Canadian $)

 

e) Details of exemption relied on

 

1. Rule, section and subsection number
2. If relying on section 2.3 [Accredited investor] of NI 45-106, provide the paragraph number in the definition of “accredited investor” in section 1.1 of NI 45-106 that applies to the purchaser. (select only one – if the purchaser is a permitted client that is not an individual, “NIPC” can be selected instead of the paragraph number)
3. If relying on section 2.5 [Family, friends and business associates] of NI 45-106, provide:
a. the paragraph number in subsection 2.5(1) that applies to the purchaser (select only one); and
b. if relying on paragraphs 2.5(1)(b) to (i), provide:
i. the name of the director, executive officer, control person, or founder of the issuer or affiliate of the issuer claiming a relationship to the purchaser. (Note: if Item 9(a) has been completed, the name of the director, executive officer or control person must be consistent with the name provided in Item 9 and Schedule 2.)

 

ii. the position of the director, executive officer, control person, or founder of the issuer or affiliate of the issuer claiming a relationship to the purchaser.

 

4. If relying on subsection 2.9(2) or, in Alberta, New Brunswick, Nova Scotia, Ontario, Québec, or Saskatchewan, subsection 2.9(2.1) [Offering memorandum] of NI 45-106 and the purchaser is an eligible investor, provide the paragraph number in the definition of “eligible investor” in section 1.1 of NI 45-106 that applies to the purchaser. (select only one)

 

12

 

 

f) Other information

 

Paragraphs f)1. and f)2. do not apply if any of the following apply:

 

(a) the issuer is a foreign public issuer;
(b) the issuer is a wholly owned subsidiary of a foreign public issuer;
(c) the issuer is distributing only eligible foreign securities and the distribution is to permitted clients only.

 

1. Is the purchaser a registrant? (Y/N)
2. Is the purchaser an insider of the issuer? (Y/N) (not applicable if the issuer is an investment fund)
3. Full legal name of person compensated for distribution to purchaser. If a person compensated is a registered firm, provide the firm NRD number only. (Note: the names must be consistent with the names of the persons compensated as provided in Item 8.)

 

INSTRUCTIONS FOR SCHEDULE 1

 

Any securities issued as payment for commissions or finder’s fees must be disclosed in Item 8 of the report, not in Schedule 1.

 

Details of exemption relied on – When identifying the exemption the issuer relied on for the distribution to each purchaser, refer to the rule, statute or instrument in which the exemption is provided and identify the specific section and, if applicable, subsection or paragraph. For example, if the issuer is relying on an exemption in a National Instrument, refer to the number of the National Instrument, and the subsection or paragraph number of the specific provision. If the issuer is relying on an exemption in a local blanket order, refer to the blanket order by number.

 

For exemptions that require the purchaser to meet certain characteristics, such as the exemption in section 2.3 [Accredited investor], section 2.5 [Family, friends and business associates] or subsection 2.9(2) or, in Alberta, New Brunswick, Nova Scotia, Ontario, Québec, or Saskatchewan, subsection 2.9(2.1) [Offering memorandum] of NI 45-106, provide the specific paragraph in the definition of those terms that applies to each purchaser.

 

Reports filed under paragraph 6.1(1)(j) [TSX Venture Exchange offering] of NI 45-106 – For reports filed under paragraph 6.1(1)(j) [TSX Venture Exchange offering] of NI 45-106, Schedule 1 must list the total number of purchasers by jurisdiction only, and is not required to include the name, residential address, telephone number or email address of the purchasers.

 

13

 

 

SCHEDULE 2 TO FORM 45-106F1 (CONFIDENTIAL DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON INFORMATION)

 

Schedule 2 must be filed in the format of an Excel spreadsheet in a form acceptable to the securities regulatory authority or regulator.

 

Complete the following only if Item 9(a) is required to be completed. This schedule also requires information to be provided about control persons of the issuer at the time of the distribution.

 

The information in this schedule will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.

 

a) General information (provide only once)

 

1. Name of issuer
2. Certification date (YYYY-MM-DD)

 

b) Business contact information of Chief Executive Officer (if not provided in Item 10 or 11 of report)

 

1. Email address
2. Telephone number

 

c) Residential address of directors, executive officers, promoters and control persons of the issuer

 

Provide the following information for each individual who is a director, executive officer, promoter or control person of the issuer at the time of the distribution. If the promoter or control person is not an individual, provide the following information for each director and executive officer of the promoter and control person. (Note: names of directors, executive officers and promoters must be consistent with the information in Item 9 of the report, if required to be provided.)

 

1. Family name
2. First given name
3. Secondary given names
4. Residential street address
5. Municipality
6. Province/State
7. Postal code/Zip code
8. Country
9. Indicate whether the individual is a control person, or a director and/or executive officer of a control person (if applicable)

 

d) Non-individual control persons (if applicable)

 

If the control person is not an individual, provide the following information. For locations within Canada, state the province or territory, otherwise state the country.

 

1. Organization or company name
2. Province or country of business location

 

14

 

 

Questions:

 

Refer any questions to:

 

Alberta Securities Commission

Suite 600, 250 – 5th Street SW

Calgary, Alberta T2P 0R4

Telephone: 403-297-6454

Toll free in Canada: 1-877-355-0585

Facsimile: 403-297-2082

Public official contact regarding indirect collection of information: FOIP Coordinator

 

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre

701 West Georgia Street

Vancouver, British Columbia V7Y 1L2

Inquiries: 604-899-6854

Toll free in Canada: 1-800-373-6393

Facsimile: 604-899-6581
Email: FOI-privacy@bcsc.bc.ca

Public official contact regarding indirect collection of information: FOI Inquiries

 

The Manitoba Securities Commission

500 – 400 St. Mary Avenue

Winnipeg, Manitoba R3C 4K5

Telephone: 204-945-2561

Toll free in Manitoba: 1-800-655-5244

Facsimile: 204-945-0330

Public official contact regarding indirect collection of information: Director

 

Financial and Consumer Services Commission (New Brunswick)

85 Charlotte Street, Suite 300

Saint John, New Brunswick E2L 2J2

Telephone: 506-658-3060

Toll free in Canada: 1-866-933-2222

Facsimile: 506-658-3059

Email: info@fcnb.ca

Public official contact regarding indirect collection of information: Chief Executive Officer and Privacy Officer

 

Government of Newfoundland and Labrador Financial Services Regulation Division

P.O. Box 8700

Confederation Building

2nd Floor, West Block

Prince Philip Drive

St. John’s, Newfoundland and Labrador A1B 4J6

Attention: Director of Securities

Telephone: 709-729-4189

Facsimile: 709-729-6187

Public official contact regarding indirect collection of information: Superintendent of Securities

 

 

 

 

Government of the Northwest Territories

Office of the Superintendent of Securities

P.O. Box 1320

Yellowknife, Northwest Territories X1A 2L9

Telephone: 867-767-9305

Facsimile: 867-873-0243

Public official contact regarding indirect collection of information: Superintendent of Securities

 

Nova Scotia Securities Commission

Suite 400, 5251 Duke Street

Duke Tower

P.O. Box 458

Halifax, Nova Scotia B3J 2P8

Telephone: 902-424-7768

Facsimile: 902-424-4625

Public official contact regarding indirect collection of information: Executive Director

 

Government of Nunavut Department of Justice

Legal Registries Division

P.O. Box 1000, Station 570

1st Floor, Brown Building

Iqaluit, Nunavut X0A 0H0

Telephone: 867-975-6590

Facsimile: 867-975-6594

Public official contact regarding indirect collection of information: Superintendent of Securities

 

Ontario Securities Commission

20 Queen Street West, 22nd Floor

Toronto, Ontario M5H 3S8

Telephone: 416-593-8314

Toll free in Canada: 1-877-785-1555

Facsimile: 416-593-8122

Email: exemptmarketfilings@osc.gov.on.ca

Public official contact regarding indirect collection of information: Inquiries Officer

 

Prince Edward Island Securities Office

95 Rochford Street, 4th Floor Shaw Building

P.O. Box 2000

Charlottetown, Prince Edward Island C1A 7N8

Telephone: 902-368-4569

Facsimile: 902-368-5283

Public official contact regarding indirect collection of information: Superintendent of Securities

 

15

 

 

Autorité des marchés financiers    
800, rue du Square-Victoria, 22e étage    
C.P. 246, tour de la Bourse    
Montréal, Québec H4Z 1G3    
Telephone: 514-395-0337 or 1-877-525-0337    
Facsimile: 514-873-6155 (For filing purposes only)    
Facsimile: 514-864-6381 (For privacy requests only)    
Email: financementdessocietes@lautorite.qc.ca (For corporate finance issuers); fonds_dinvestissement@lautorite.qc.ca (For investment fund issuers)    
Public official contact regarding indirect collection of information: Corporate Secretary    
     
Financial and Consumer Affairs Authority of Saskatchewan    
Suite 601 - 1919 Saskatchewan Drive    
Regina, Saskatchewan S4P 4H2    
Telephone: 306-787-5842    
Facsimile: 306-787-5899    
Public official contact regarding indirect collection of information: Director    
     
Office of the Superintendent of Securities Government of Yukon    
Department of Community Services    
307 Black Street, 1st Floor    
P.O. Box 2703, C-6    
Whitehorse, Yukon Y1A 2C6    
Telephone: 867-667-5466    
Facsimile: 867-393-6251    
Email: securities@gov.yk.ca    
Public official contact regarding indirect collection of information: Superintendent of Securities    

 

 

16

 

EXHIBIT 99.6

 

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Selected to Manage Cannabis Retail Store in West Edmonton Mall

 

Calgary, AB, November 27, 2019 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, today announced that it has been selected by Aurora Cannabis Inc. (“Aurora”) to manage its flagship retail store at West Edmonton Mall (“WEM”) opening to the public on November 27th in Aurora’s home city of Edmonton, Alberta. The Company has signed an agreement with an affiliate of Aurora to provide services including, but not limited to: inventory, marketing, operations, sales, staffing, training, and security, in accordance with both Health Canada and Alberta Gaming, Liquor and Cannabis requirements, over a base term of three years with an option to extend the term, in exchange for service provider fees (the “Agreement”).

 

“We are excited to be a part of the growing cannabis retail environment with new store openings changing the industry dynamic,” said Raj Grover, President and Chief Executive Officer of High Tide. “We are committed to enabling an unparalleled retail experience in the stores that we support, ensuring best in class execution built on High Tide’s customer knowledge, operational know-how and overall retail management expertise.”

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including RGR Canada Inc., Famous Brandz Inc., Kush West Distribution Inc., Smoker’s Corner Ltd., Grasscity.com, Canna Cabana Inc. and the majority of KushBar Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

 

 

 

Representing the core of High Tide’s business, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world. Founded in 2009 and approved by the Canadian Franchise Association, Smoker’s Corner Ltd. is among Canada’s largest counter-culture chains with 12 locations. Kush West Distribution is in the process of becoming a cannabis wholesaler in the province of Saskatchewan. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 27 branded stores, is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a retail cannabis joint venture with 3 locations in Alberta, offering a modern experience that is focused on the growing customer bases in Alberta and Ontario.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Forward-Looking Information

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of High Tide to execute on its business plan and that High Tide will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. and KushBar Inc. businesses. High Tide considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

2

 

 

For further information, please contact Nick Kuzyk, Chief Strategy Officer & SVP Capital Markets at High Tide Inc.; Tel: (403) 265-4207; Email: Nick@HighTideInc.com; Web: www.HighTideInc.com.

 

 

3

 

 

EXHIBIT 99.7

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Closes Second Tranche of Convertible Debenture Offering

 

Calgary, AB, December 5, 2019 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, today announced that it has closed the second tranche (the “Second Tranche”) of the sale of unsecured convertible debentures (the “Debentures”) of the Company under the private placement (the “Offering”) previously announced on November 14, 2019. Gross proceeds from the Second Tranche were $2,115,000. The net proceeds of the Second Tranche will be used by High Tide for general working capital purposes and inventory purchases.

 

The outstanding principal amount under the Debentures is convertible at any time before maturity and at the holder’s option, into common shares of the Company (the “Shares”) at a conversion price of $0.252 per share. The Debentures are due 24 months from the date of issuance and carry an interest cost of 10% per annum, payable annually in advance in Shares. The interest rate is payable in Shares at a deemed price equal to the volume-weighted average price per common share for the 10-day period prior to the date upon which interest is due. Concurrent with the issuance of the Debentures, the Company paid the annual amount of interest due up-front in the form of 1,016,826 Shares.

 

Under the Second Tranche of the Offering, the Company also issued common share purchase warrants (the “Warrants”) such that each subscriber received one Warrant for each $0.252 original principal amount of its Debenture, resulting in 8,392,857 Warrants being issued as part of the Offering. Each Warrant entitles the holder to acquire one Share at an exercise price of $0.50 per Share for two years from the date of issuance. All securities issued in connection with the Offering are subject to a four month and one day hold period from the date of issuance in accordance with applicable securities laws. A finder’s fee of $2,875 was paid in connection to the Second Tranche.

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including RGR Canada Inc., Famous Brandz Inc., Kush West Distribution Inc., Smoker’s Corner Ltd., Grasscity.com, Canna Cabana Inc. and the majority of KushBar Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

 

 

 

Representing the core of High Tide’s business, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world. Founded in 2009 and approved by the Canadian Franchise Association, Smoker’s Corner Ltd. is among Canada’s largest counter-culture chains with 11 locations. Kush West Distribution is in the process of becoming a cannabis wholesaler in the province of Saskatchewan. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 27 branded stores, is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a retail cannabis joint venture with 3 locations in Alberta, offering a modern experience that is focused on the growing customer bases in Alberta and Ontario.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Forward-Looking Information

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of High Tide to execute on its business plan and that High Tide will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. and KushBar Inc. businesses. High Tide considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

2

 

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Nick Kuzyk, Chief Strategy Officer & SVP Capital Markets at High Tide Inc.; Tel: (403) 265-4207; Email: Nick@HighTideInc.com; Web: www.HighTideInc.com.

 

 

3

 

EXHIBIT 99.8

 

Execution Copy 

 

                                ONTARIO INC.

as the Vendor

 

- and -

 

HIGH TIDE INC.

as the Purchaser

 

- and -

 

KUSHBAR INC.

as the Corporation

 

 

 

SHARE PURCHASE AGREEMENT

 

December 9, 2019

 

 

 

 

 

Execution Copy 

 

SHARE PURCHASE AGREEMENT

 

THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of December 9, 2019, is entered into between                                   Ontario Inc., a corporation existing under the laws of the Province of Ontario (the “Vendor”), High Tide Inc., a corporation existing under the laws of the Province of Alberta (the “Purchaser”), and KushBar Inc., a corporation existing under the laws of the Province of Alberta (the “Corporation”) (each a “Party” and together, the “Parties”).

 

WHEREAS, the Purchaser is the registered and beneficial owner of 50.1 Class A common shares in the capital of the Corporation (the “Shares”), which Shares represent fifty and one-tenth percent (50.1%) of the issued and outstanding Shares;

 

AND WHEREAS, the Vendor is the registered and beneficial owner of 49.9 Shares (such shares, the “Minority Shares”), which Shares represent forty-nine and nine-tenth percent (49.9%) of the issued and outstanding Shares;

 

AND WHEREAS, the Vendor wishes to sell to the Purchaser, and the Purchaser wishes to purchase from the Vendor, the Minority Shares, subject to the terms and conditions set forth herein;

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties hereto agree as follows:

 

ARTICLE I
DEFINED TERMS

 

Section 1.01  Definitions. In this Agreement and in the Schedules and Exhibits hereto, the following terms and expressions will have the following meanings:

 

(a) Agreement” means this share purchase agreement and all instruments amending it; “hereof”, “hereto” and “hereunder” and similar expressions mean and refer to this Agreement and not to any particular Article, Section, or other subdivision; “Article”, “Section” or other subdivisions of this Agreement followed by a number means and refers to the specified Article, Section or other subdivision of this Agreement.

 

(b) Contract” means any agreement, contract, licence, undertaking, engagement or commitment of any nature, whether written or oral.

 

(c) Damages” means any losses, liabilities, damages or expenses (including legal fees and expenses on a full indemnity basis without reduction for tariff rates or similar reductions) whether resulting from an action, suit, proceeding, arbitration, claim or demand that is instituted or asserted by a third party, including a Regulatory Authority, or a cause, matter, thing, act, omission or state of facts not involving a third party.

 

(d) including” and “includes” mean, respectively, “including, without limitation” and “includes, without limitation”.

 

(e) Intellectual Property” means domestic and foreign: (i) patents, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications for copyright registration; (iv) mask works, mask work registrations and applications for mask work registrations; (v) designs, design registrations, design registration applications and integrated circuit topographies; (vi) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade mark applications, trade dress and logos, and the goodwill associated with any of the foregoing; (vii) software; and (viii) any other intellectual property and industrial property.

 

 

 

(f) Interim Period” means the period between the close of business on the date of this Agreement and the Closing.

 

(g) Law” or “Laws” means all requirements imposed by statutes, regulations, rules, ordinances, by-laws, decrees, codes, policies, judgments, orders, rulings, decisions, approvals, notices, permits, guidelines or directives of any Regulatory Authority.

 

(h) person” includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, government, governmental agency and any other form of entity or organization.

 

(i) Purchaser’s Closing Date Knowledge” means, with respect to such matter(s) to which such term refers, the actual knowledge, as of the Closing Date, of any director or officer of the Purchaser after due inquiry and arising directly by reason of the Purchaser’s direct involvement in the management of such portions of the affairs of the Corporation for which the Purchaser was responsible for prior to the Closing Date.

 

(j) Regulatory Authority” means any government, regulatory or administrative authority, agency, commission, utility or board (federal, provincial, municipal or local, domestic or foreign) having jurisdiction in the relevant circumstances and any person acting under the authority of any of the foregoing and any judicial, administrative or arbitral court, authority, tribunal or commission having jurisdiction in the relevant circumstances.

 

(k) Unanimous Shareholder’s Agreement” means the unanimous shareholders agreement dated April 1, 2018, entered into by and among the Vendor (as the successor to                            , an original party to the agreement), the Purchaser, and the Corporation, as amended from time to time.

 

ARTICLE II
PURCHASE AND SALE

 

Section 2.01 Purchase and Sale. Subject to the terms and conditions set forth herein, the Vendor shall sell to the Purchaser, and the Purchaser shall purchase from the Vendor, the Minority Shares, free and clear of any, and all, pledges, liens, security interests, adverse claims or other encumbrances (each, an “Encumbrance”).

 

Section 2.02 Purchase Price. The purchase price (the “Purchase Price”) for the Minority Shares shall be the aggregate of the following:

 

(a) the actual amount of the Vendor’s shareholder’s loans to the Corporation (the “Vendor Loans”), being the aggregate amount of                                                                                                                                  , which shall be payable by the issuance, to the Vendor, of a secured convertible debenture of the Purchaser (“Convertible Debenture”), having the terms set forth in Section 2.05; and

 

3

 

(b)                                                 (such amount, the “Equity Amount”), which shall be payable by the issuance, to the Vendor, of common shares in the capital of the Purchaser (“HITI Shares”), with each HITI Share having a price equal to                                                                                                                                      .

 

Section 2.03 Transactions to be Effected at the Closing 

 

(a) At the closing, the Purchaser shall deliver to the Vendor:

 

(i) share certificates or Direct Registration System Advices representing such number of HITI Shares as is equal to the Equity Amount, free and clear of all Encumbrances, with each HITI Share having a price equal to the 10-day volume weighted average trading price of the HITI Shares on the Canadian Securities Exchange immediately prior to the Closing Date;

 

(ii) a certificate representing the Convertible Debenture in the principal amount of the Vendor Loans;

 

(iii) a mutual release, by and among the Vendor, the Corporation, the Purchaser, and such other persons as the Purchaser may reasonably request, substantially in the form attached hereto as Schedule “A” duly executed by the Purchaser;

 

(iv) a share pledge agreement, in the form attached as Schedule “B” (the “Share Pledge Agreement”), duly executed by the Purchaser, pursuant to which the Purchaser will pledge all of its rights and interest in the Shares held by the Purchaser upon completion of the transactions contemplated hereby, as security for the obligations of the Purchaser to the Vendor pursuant to the Convertible Debenture;

 

(v) a general security agreement, in the form attached as Schedule “C” (the “General Security Agreement”), duly executed by the Corporation, pursuant to which the Corporation will grant a security interest in the assets of the Corporation, as security for the obligations of the Purchaser to the Vendor pursuant to the Convertible Debenture;

 

(vi) an assignment of debt agreement, in the form attached as Schedule “D” (the “Debt Assignment Agreement”), duly executed by the Purchaser and the Corporation, pursuant to which the Purchaser will assign to the Vendor its rights and interest in certain debts owed to the Purchaser by the Corporation in respect of certain loans advanced by the Purchaser to the Corporation, as security for the obligations of the Purchaser to the Vendor pursuant to the Convertible Debenture;

 

(vii) resignations and releases, in the form attached as Schedule “E” (together, the “Resignations and Releases”), duly executed by each of the directors and/or officers of the Corporation listed            in Schedule         “F” (together, the “Outgoing Directors and Officers”);

 

4

 

(viii) an agreement to terminate the Unanimous Shareholders Agreement, in the form attached as Schedule “I” (the “USA Termination Agreement”), duly executed by the Purchaser and the Corporation; and

 

(ix) all other agreements, documents, instruments or certificates required to be delivered by the Purchaser under this Agreement.

 

(b) At the closing, the Vendor shall deliver to the Purchaser:

 

(i) share certificates representing the Minority Shares, free and clear of all Encumbrances, duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record, together with evidence satisfactory to the Purchaser that the Purchaser or its nominee(s) have been entered upon the books of the Corporation as the holder of the Purchased Shares;

 

(ii) the subscription agreement, substantially in the form attached hereto as Schedule “G” (the “Subscription Agreement”), properly completed and executed with respect to the HITI Shares and the Convertible Debenture to be issued to the Vendor pursuant to Section 2.02;

 

(iii) a non-competition agreement, substantially in the form attached hereto as Schedule “H” (the “Non-Compete Agreement”) duly executed by the Vendor and such other persons as the Purchaser may reasonably request;

 

(iv) a mutual release, by and among the Vendor, the Corporation, the Purchaser, and such other persons as the Purchaser may reasonably request; substantially in the form attached hereto as Schedule “A” duly executed by the Vendor and the Corporation and such other persons as the Purchaser may reasonably request;

 

(v) the USA Termination Agreement, duly executed by the Vendor and the Corporation; and

 

(vi) all other agreements, documents, instruments or certificates required to be delivered by the Vendor under this Agreement.

 

Section 2.04 Closing. The purchase and sale of the Minority Shares contemplated by this Agreement (the “Closing”) shall take place on December 12, 2019 or such earlier or later date as the Parties may agree in writing, provided that such date may not be later than December 16, 2019 (the “Outside Date”). The Closing shall occur at the offices of Garfinkle Biderman LLP, legal counsel to the Purchaser, at 1 Adelaide Street East, Suite 801, Toronto, Ontario, M5C 2V9 at 1:00 p.m. (Toronto time) or such other time as the Parties may agree in writing.

  

5

 

Section 2.05 Convertible Debenture. In addition to customary terms and conditions otherwise applicable to convertible debentures from time to time issued by the Purchaser (including, for greater certainty, such terms and conditions imposed by applicable Laws), the Convertible Debenture to be issued to the Vendor in satisfaction of the Vendor Loans pursuant to Section 2.02(a) shall have the following terms and conditions:

 

(a) Upon and subject to the terms and conditions of the Convertible Debenture, the holder thereof shall be entitled, at its option and at any time and up until the close of business on the date that is two (2) years from the date of issuance (the “Expiry Time”), to convert all or any portion of the principal amount of the Convertible Debenture into fully paid and non-assessable HITI Shares (the shares resulting from such conversion, the “Conversion Shares”) at a price of $0.25 per HITI Share (the “Conversion Price”), subject to customary adjustments in accordance with the terms and conditions of the Convertible Debenture or in Section 2.05(b) below.

 

(b) If at any time while any portion of the principal amount of the Convertible Debenture is outstanding, any securities (including, shares of any class, options, and warrants) of the Purchaser are issued or sold for a price less than the Conversion Price then in effect, the Conversion Price of the Convertible Debenture will be adjusted downward to the price of such issuance (such price the “New Conversion Price”), provided however that in no event shall the New Conversion Price be lower than the 10-day volume weighted average trading price of the HITI Shares on the Canadian Securities Exchange immediately prior to the Closing Date (the “Closing Date Conversion Price”), and provided further, that any downward adjustment shall be subject to prior approval of the Canadian Securities Exchange (or such other stock exchange on which the HITI Shares may principally trade from time to time).

 

(c) If the Purchaser has not:

 

(i) established a New Conversion Price which is lesser than, or equal to, 110% of the Closing Date Conversion Price; or

 

(ii) been able to obtain the approval of the Canadian Securities Exchange (or such other stock exchange on which the HITI Shares may principally trade from time to time) for the New Conversion Price, in either case on or prior to the Legend Expiry Date (as defined below), then the Expiry Time shall be accelerated to the date that is nine (9) months from the date of issuance of the Convertible Debenture.

 

(d) If at any time following the Legend Expiry Date, the volume-weighted average trading price of the HITI Shares on the Canadian Securities Exchange (or such other recognized stock exchange on which the HITI Shares may from time to time principally trade) exceeds $0.30 for a period of 30 consecutive days with trading volume of not less than 225,000 HITI Shares on each such trading day, then the Purchaser shall be entitled to, at its option and without penalty or bonus, cause the holder of the Convertible Debenture to convert all or part of the then outstanding principal amount of the Convertible Debenture. For the purposes of this Section 2.05, “Legend Expiry Date” means the date on which, in the opinion of legal counsel to the Purchaser, all applicable restrictions with respect to trading in the Convertible Debenture and the HITI Shares underlying such Convertible Debenture imposed by applicable Canadian securities laws expire or are removed.

 

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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF VENDOR

 

The Vendor represents and warrants as follows to the Purchaser and acknowledges and agrees that the Purchaser is relying upon the representations and warranties in connection with its purchase of the Minority Shares:

 

Section 3.01 Status, Authorization, Enforceability. The Vendor is a corporation incorporated and existing under the Laws of the Province of Ontario and has not been discontinued or dissolved under such Laws. No steps or proceedings have been taken to authorize or require such discontinuance or dissolution. The Vendor has the power and capacity to enter into this Agreement and the documents to be delivered hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Vendor of this Agreement and the documents to be delivered hereunder and the consummation by the Vendor of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Vendor. This Agreement has been duly executed and delivered by the Vendor, and (assuming due authorization, execution and delivery by the Purchaser), this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of the Vendor enforceable against the Vendor in accordance with their respective terms.

 

Section 3.02 Authorized and Issued Capital. All the Minority Shares have been duly authorized and are validly issued in compliance with all applicable Laws (including applicable securities laws) as fully paid and non-assessable, and the Vendor is the registered and beneficial owner of the Minority Shares, free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, the Purchaser shall own all the Minority Shares, free and clear of all Encumbrances.

 

Section 3.03  No Other Agreements to Purchase. Except for the Purchaser’s right under this Agreement, no person has any written or oral agreement, option or warrant or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming such for (i) the purchase or acquisition from the Vendor of any of the Minority Shares or from the Corporation of any securities issued by such Corporation, or (ii) the purchase, subscription, allotment or issuance of any of the unissued shares or other securities of the Corporation.

 

Section 3.04  Title to Minority Shares. The Minority Shares are owned by the Vendor as the registered and beneficial owner with a good title, free and clear of all Encumbrances other than those restrictions on transfer, if any, contained in the articles of the Corporation. Upon completion of the transaction contemplated by this Agreement, the Purchaser will have good and valid title to the Minority Shares, free and clear of all Encumbrances, which would otherwise have affected the Vendor’s title to the Minority Shares.

 

Section 3.05 No Conflicts and Consents. The execution, delivery and performance by the Vendor of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not:

 

(a) violate or conflict with the articles of incorporation, by-laws or unanimous shareholder agreement of the Vendor;

 

(b) violate or conflict with any Law applicable to the Vendor;

 

(c) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit           under any contract or other instrument to which the Vendor is a party; or

 

(d) result in the creation or imposition of any Encumbrance on any properties or assets of the Vendor.

 

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Notwithstanding the foregoing, the Corporation and the Purchaser acknowledge that notice of the change in the ownership of the Corporation must be made to:

 

(a) the Alberta Liquor, Gaming and Cannabis Commission; and

 

(b) the landlords of the various premises pursuant to which the Corporation has entered into lease agreements;

 

(hereinafter collectively the “Notice Requirement”). To the Vendor’s knowledge, other than the Notice Requirement:

 

(c) no consent, approval, waiver or authorization is required to be obtained by the Vendor or the Corporation from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by the Vendor of this Agreement and the consummation of the transactions contemplated hereby; and

 

(d) there is no requirement to (i) make any filing with, give any notice to, or obtain any authorization of, any governmental entity as a condition to the lawful completion of the transactions contemplated by this Agreement, or (ii) obtain any consent, approval or waiver of a party under any lease or any contract to which the Corporation is a party to any of the transactions contemplated by this Agreement.

 

Section 3.06 Privacy. To the knowledge of the Vendor, except as disclosed to the Purchaser in writing or except as may be within the Purchaser’s Closing Date Knowledge, (A) the Corporation is, and has been since incorporation, conducting its business in compliance with all applicable Laws governing privacy and the protection of personal information, including the Personal Information Protection Act (Alberta) other than acts of non-compliance which individually or in the aggregate are not material, and (B) neither the Vendor nor the Corporation is aware of any data breach that has occurred since incorporation.

 

Section 3.07 Undisclosed Liabilities. To the knowledge of the Vendor, except as disclosed to the Purchaser in writing or except as may be within the Purchaser’s Closing Date Knowledge, the Corporation has no liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (collectively, the “Liabilities”), except those that have been incurred in the ordinary course of business consistent with past practice and that are not, individually or in the aggregate, material in amount.

 

Section 3.08 Absence of Certain Changes, Events and Conditions. To the knowledge of the Vendor, except as disclosed to the Purchaser in writing or except as may be within the Purchaser’s Closing Date Knowledge, since January 1, 2019, other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Corporation, any:

 

(a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Corporation;

 

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(b) entry into any contract that would constitute a Material Contract;

 

(c) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;

 

(d) transfer, assignment, sale or other disposition of any of the assets of the Corporation or cancellation of any debts or entitlements;

 

(e) transfer, assignment or grant of any licence or sublicence of any material rights under or with respect to any Intellectual Property of the Corporation;

 

(f) material damage, destruction or loss (whether or not covered by insurance) to its property;

 

(g) acceleration, termination, material modification to or cancellation of any Material Contract to which the Corporation is a party or by which it is bound;

 

(h) any material capital expenditures;

 

(i) imposition of any Encumbrance upon any of the Corporation’s properties, shares or assets, tangible or intangible;

 

(j) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law; (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant;

 

(k) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its shareholders or current or former directors, officers and employees;

 

(l) entry into a new line of business or abandonment or discontinuance of existing lines of business;

 

(m) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; or

 

(n) any authorization, agreement, or commitment to do any of the foregoing, or any action or omission that would result in any of the foregoing.

 

Section 3.09 No Material Adverse Change. To the knowledge of the Vendor, except as disclosed to the Purchaser in writing or except as may be within the Purchaser’s Closing Date Knowledge, since January 1, 2019, there has not been any material adverse change in the affairs, prospects, operations or condition of the Corporation, any of its properties and assets, or its business, and no event has occurred or circumstance exists which may result in such a material adverse change.

 

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Section 3.10 Compliance with Laws. To the knowledge of the Vendor, except as disclosed to the Purchaser in writing or except as may be within the Purchaser’s Closing Date Knowledge, the Corporation is conducting and has always conducted its business and any past business in compliance with all applicable Laws, other than acts of non-compliance which, individually or in the aggregate, are not material.

 

Section 3.11 Material Contracts 

 

(a) Except for the contracts of the Corporation disclosed to the Purchaser in writing or except as may be within the Purchaser’s Closing Date Knowledge (such contracts collectively, the “Material Contracts”), the Corporation is neither a party to nor bound by:

 

(i) any distributor, sales, advertising, agency or manufacturer’s representative Contract;

 

(ii) any continuing Contract for the purchase of materials, supplies, equipment or services involving in the case of any such Contract more than $1,000 over the life of the Contract;

 

(iii) any Contract that expires or may be renewed at the option of any person other than the applicable Corporation so as to expire more than one year after the date of this Agreement;

 

(iv) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, interest rate, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles applicable to the Corporation;

 

(v) any Contract for capital expenditures;

 

(vi) any confidentiality, secrecy or non-disclosure Contract or any Contract limiting the freedom of either Corporation to engage in any line of business, compete with any other person, solicit any persons for any purpose, operate its assets at maximum production capacity or otherwise conduct its business;

 

(vii) any Contract pursuant to which either Corporation is a lessor of any machinery, equipment, office furniture, fixtures or other personal property;

 

(viii) any Contract with any person with whom either Corporation or the Vendor does not deal at arm’s length within the meaning of the Income Tax Act (Canada);

 

(ix) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other person;

 

(x) any Contract in respect of any Intellectual Property owned by, licensed to or used by either Corporation or       otherwise       in connection with the Corporation’s business;

 

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(xi) any Contract made out of the ordinary course of business; or

 

(xii) any Contract that is material to the Corporation’s business.

 

(b) Each Material Contract is valid and binding on the Corporation in accordance with its terms and is in full force and effect. None of the Corporation or, to the Vendor’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. True, complete, and correct copies of each Material Contract have been made available to the Purchaser.

 

Section 3.12 Condition of Assets. To the knowledge of the Vendor, except as disclosed to the Purchaser in writing or except as may be within the Purchaser’s Closing Date Knowledge, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Corporation are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.

 

Section 3.13 Legal Proceedings, and Governmental Orders 

 

(a) To the knowledge of the Vendor, except as disclosed to the Purchaser in writing or except as may be within the Purchaser’s Closing Date Knowledge, there is no claim, action, suit, proceeding or governmental investigation (each, an “Action”) of any nature pending or, to the Vendor’s knowledge, threatened against or by (i) the Corporation affecting any of its properties or assets (or by or against the Vendor and relating to the Corporation), or (ii) the Corporation or the Vendor that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To the knowledge of the Vendor, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

 

(b) To the knowledge of the Vendor, except as disclosed to the Purchaser in writing or except as may be within the Purchaser’s Closing Date Knowledge, there are no outstanding governmental orders and no unsatisfied judgments, penalties or awards against or affecting the Corporation or any of its properties or assets.

 

Section 3.14 Compliance with Laws, and Permits 

 

(a) To the knowledge of the Vendor, except as disclosed to the Purchaser in writing or except as may be within the Purchaser’s Closing Date Knowledge, the Corporation has complied, and is now complying, with all federal, provincial, territorial and local Laws applicable to it or its business, properties or assets.

 

(b) To the knowledge of the Vendor, except as disclosed to the Purchaser in writing or except as may be within the Purchaser’s Closing Date Knowledge, (i) all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights from governmental authorities required by the Corporation to conduct its business (collectively, the “Permits”) are valid and in full force and effect, (ii) all fees and charges with respect to the Permits as of the date hereof have been paid in full, and (iii) no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit.

 

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Section 3.15 Securities Laws. The Vendor or such person as the vendor may nominate (such person, the “Vendor Nominee”), as the case may be, is acquiring the HITI Shares and the Convertible Debentures issuable in satisfaction of the Purchase Price pursuant to this Agreement as principal and not as agent and is acquiring such HITI Shares and the Convertible Debentures for investment purposes only and not with a view to resale or distribution. The Vendor or the Vendor Nominee, as the case may be, is a resident of the Province of Ontario and is a purchaser described in one or more applicable prospectus exemptions available under National Instrument 45-106 Prospectus Exemption.

 

Section 3.16 Full Disclosure. No representation or warranty by the Vendor in this Agreement and no statement contained in any certificate or other document furnished or to be furnished to the Purchaser in connection with this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading. There is no fact known to either the Corporation or the Vendor which materially and adversely affects the affairs, prospects, operations or condition of the Corporation, its assets and properties or its business which has not been set forth in this Agreement. The Vendor represents and warrants to the Purchaser that the statements contained in this ARTICLE III are true and correct as of the date of this Agreement and are true and correct as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date.

 

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

 

The Purchaser represents and warrants as follows to the Vendor and acknowledges and agrees that the Vendor is relying on such representations and warranties in connection with the sale of the Minority Shares:

 

Section 4.01  

 

(a) Incorporation and Qualification. The Purchaser is a corporation incorporated and existing under the Laws of the Province of Alberta and has not been discontinued or dissolved under such Laws. No steps or proceedings have been taken to authorize or require such discontinuance or dissolution. The Purchaser has the corporate power and capacity to (i) own, operate or lease its properties and assets now owned, operated or leased by it, (ii) carry on its business as it has been and is currently conducted, and (iii) enter into and perform its obligations under this Agreement and each of the documents to be delivered hereunder to which it is a party. The Purchaser is qualified, licensed or registered to carry on business in each jurisdiction within which it currently conducts business, and has submitted all notices or returns of corporate information and other filings required by Law to be submitted by it to any governmental authority in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or registration necessary.

 

(b) The Purchaser has the power and capacity to enter into this Agreement and the documents to be delivered hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Purchaser of this Agreement and the documents to be delivered hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Vendor), this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms.

 

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Section 4.02 Authorized and Issued Capital

 

(a) The authorized capital of the Purchaser consists of an unlimited number of HITI Shares, Class B common shares, and Class C common shares, of which, as of December 3, 2019, 208,468,628 HITI Shares, nil Class B common shares, and nil Class C common shares are issued and outstanding.

 

Section 4.03 No Conflicts; Consents. The execution, delivery and performance by the Purchaser of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not violate or conflict with:

 

(a) the articles of incorporation, by-laws, unanimous shareholder agreements or other organizational documents of the Purchaser;

 

(b) any Law applicable to the Purchaser.

 

No consent, approval, waiver or authorization is required to be obtained by the Purchaser from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby.

 

Section 4.04 Legal Proceedings. There is no Action of any nature pending or, to the Purchaser’s knowledge, threatened against or by the Purchaser that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

 

Section 4.05 Full Disclosure. No representation or warranty by the Purchaser in this Agreement and no statement contained in any certificate or other document furnished or to be furnished to the Vendor in connection with this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading. The Purchaser represents and warrants to the Vendor that the statements contained in this ARTICLE III are true and correct as of the date of this Agreement and are true and correct as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date.

 

Section 4.06 Certain Securities Law Matters.

 

(a) Compliance with Securities Laws. The Purchaser is a reporting issuer (as such italicized term is defined pursuant to applicable Canadian securities laws (the “Canadian Securities Laws”)) in the Provinces of               British Columbia, Alberta, and Ontario (the “Reporting Jurisdictions”). The Purchaser is in compliance with its timely disclosure obligations under Canadian Securities Laws, including the policies of the Canadian Securities Exchange, and no order ceasing or suspending trading in the securities of the Purchaser or prohibiting the transactions contemplated hereby has been issued and no proceedings for such purpose are ongoing or pending, or to the knowledge of the Purchaser, threatened. All HITI Shares and other securities of the Purchaser issued by the Purchaser prior to the date of this Agreement have been issued in compliance with applicable Securities Laws in all material respects.

 

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(b) HITI Shares. Subject to applicable securities laws and the rules and policies of the Canadian Securities Exchange, the Purchaser has the full and lawful right and authority to issue the HITI Shares to be issued to the Vendor in accordance with this Agreement, and on Closing, such HITI Shares (i) will be issued as fully paid and non-assessable shares of the Purchaser, (ii) will be duly registered as directed by the Vendor in the books and registers of the Purchaser’s transfer agent; and (c) will be duly listed and posted for trading on the Canadian Securities Exchange, subject to applicable restrictions on the resale and transfer imposed by applicable securities laws and/or the rules and policies of the Canadian Securities Exchange.

 

(c) Convertible Debentures. Subject to applicable securities laws and the rules and policies of the Canadian Securities Exchange, the Purchaser has the full and lawful right and authority to issue the Convertible Debentures to be issued to the Vendor in accordance with this Agreement, and on Closing, such Convertible Debentures, (i) will be duly and validly created, authorized and issued as directed by the Vendor, and (ii) the HITI Shares issuable upon conversion of the Convertible Debentures will be issued as fully paid and non-assessable HITI Shares upon due conversion of the Convertible Debentures in accordance with their terms. The Convertible Debentures will be subject to applicable restrictions on the resale and transfer imposed by applicable securities laws and/or the rules and policies of the Canadian Securities Exchange.

 

ARTICLE V
COVENANTS

 

Section 5.01 Confidentiality. From and after the Closing, the Vendor shall hold, and shall use its reasonable best efforts to cause its directors and officers to hold, in confidence any, and all, information, whether written or oral, concerning the Corporation, except to the extent that the Vendor can show that such information is (i) generally available to and known by the public through no fault of the Vendor or its directors or officers, or (ii) lawfully acquired by the Vendor from and after the Closing from sources that are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation.

 

Section 5.02 Books and Records 

 

(a) To facilitate the resolution of any claims made against or incurred by the Vendor before the Closing, or for any other reasonable purpose, for a period of three (3) years after the Closing, the Purchaser shall (i) retain the books and records (including personnel files) of the Corporation relating to periods before the Closing in a manner reasonably consistent with the prior practices of the Corporation, and (ii) upon reasonable notice, afford representatives of the Vendor reasonable access (including the right to make, at the Vendor’s expense, photocopies), during normal business hours, to such books and records.

 

(b) To facilitate the resolution of any claims made by or against or incurred by the Corporation or the Purchaser after the Closing, or for any other reasonable purpose, for a period of three (3) years after the Closing, the Vendor shall (i) retain the books and records (including personnel files) of the Vendor which relate to the Corporation and its operations for periods before the Closing, and (ii) upon reasonable notice, afford representatives of the Purchaser or the Corporation reasonable access (including the right to make, at Purchaser’s expense, photocopies), during normal business hours, to such books and records.

 

(c) Neither the Purchaser nor the Vendor shall be obligated to provide the other Party with access to any books or records (including personnel files) under this Section 5.02 where such access would violate any applicable Law.

 

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Section 5.03 Public Announcements and Closing Press Release. Unless otherwise required by applicable Law or stock exchange requirements (including the requirements of the Canadian Securities Exchange), neither Party shall make any public announcements regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed). For greater certainty, and without limiting the foregoing, the Vendor and the Purchaser, each acting reasonably and in good faith, shall agree to the form and content of the closing press release to be issued by the Purchaser with respect to the closing of the transactions contemplated by this Agreement.

 

Section 5.04  Purchaser Equalization Funding. In the event the transactions contemplated by this Agreement are abandoned or are not consummated by the Outside Date (in which case the Unanimous Shareholders Agreement will not be terminated), all rights, obligations, interests, and privileges of each of the Parties under the Unanimous Shareholders Agreement, including the obligations of each of the Vendor and the Purchaser to provide certain funding to the Corporation on the terms set forth in the Unanimous Shareholders Agreement, shall continue in full force and effect, unaltered. The Vendor shall equalize any difference between the amount of monies advanced by the Purchaser to the Corporation and the Vendor Loans.

 

Section 5.05 Filings. The Purchaser undertakes to file or cause to be filed all forms or undertakings required to be filed by it in connection with the issuance of the HITI Shares so that the distribution of the HITI Shares may lawfully occur (but on terms that will permit the HITI Shares acquired by the Vendor to be sold by Vendor subsequent to the Legend Expiry Date subject to, and in compliance with, other restrictions under applicable Canadian Securities Laws. All fees payable in connection with such filings shall be at the sole expense of the Purchaser.

 

Section 5.06  Maintain Status as “Reporting Issuer”; Maintain Listing. The Purchaser shall use its commercial reasonable efforts to maintain:

 

(a) its status as a reporting issuer not in default of any requirement of applicable Canadian Securities Laws in those provinces in which it is reporting issue, for a period of at least twelve (12) months from the Closing Date; and

 

(b) the listing on the Canadian Securities Exchange or such other recognized stock exchange or quotation system in Canada of the class of shares of which the HITI Shares form a part for a period of at least twelve (12) months from the Closing Date;

 

provided that this clause shall not be construed as limiting or restricting the Purchaser from completing a consolidation, amalgamation, arrangement, a sale of all or substantially all of the Purchaser’s assets, a take-over bid, merger, or other similar transaction.

 

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Section 5.07 Further Assurances. Following the Closing, each of the Parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the documents to be delivered hereunder.

 

ARTICLE VI
CONDITIONS OF CLOSING

 

Section 6.01  Conditions for the Benefit of the Purchaser. The purchase and sale of the Minority Shares is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole discretion:

 

(a) Truth of Representations and Warranties. The representations and warranties of the Vendor contained in this Agreement and in each document to be delivered hereunder are true and correct as of the date of this Agreement and are true and correct as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date and the Vendor shall have delivered a certificate to that effect duly executed by the Vendor, or where applicable, a duly authorized officer of the Vendor. Upon the delivery of such certificate, the representations and warranties of the Vendor in ARTICLE III will be deemed to have been made on and as of the Closing Date with the same force and effect as if made on and as of such date.

 

(b) Performance of Covenants. The Vendor shall have fulfilled or complied with all covenants contained in this Agreement and in each document to be delivered hereunder are required to be fulfilled or complied with by it at or prior to the Closing, and the Vendor shall have delivered a certificate to that effect duly executed by the Vendor, or where applicable, a duly authorized officer of the Vendor.

 

(c) Consents and Authorizations. All consents, approvals and waivers necessary to give effect to the transactions contemplated by this Agreement (including any consents, approvals and waivers required to be given by the Vendor) will have been made, given or obtained on terms acceptable to the Purchaser, acting reasonably, and all such consents, approvals, waivers, filings, notifications and authorizations will be in force and will not have been modified.

 

(d) Due Diligence. The Purchaser shall have completed its investigation into the Corporation, its business, the books and records, the Vendor’s title to the Minority Shares, the assets of the Corporation, and all other matters it deems relevant and such investigation will not have disclosed any matter which the Purchaser, acting reasonably, considers to be materially adverse to either the Corporation, its business or the assets of the Corporation or materially adverse to its decision to acquire the Minority Shares.

 

 

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(e) Deliveries. The Vendor shall deliver or cause to be delivered to the Purchaser the following in form and substance satisfactory to the Purchaser:

 

(i) share certificates representing the Minority Shares, free and clear of all Encumbrances, duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record, together with evidence satisfactory to the Purchaser that the Purchaser or its nominee(s) have been entered upon the books of the Corporation as the holder of the Purchased Shares;

 

(ii) the Non-Compete Agreement, duly executed by the Vendor and such other persons as the Purchaser may reasonably request;

 

(iii) a mutual release, by and among the Vendor, the Corporation, the Purchaser, and such other persons as the Purchaser may reasonably request; substantially in the form attached hereto as Schedule “A” duly executed by the Vendor and the Corporation and such other persons as the Purchaser may reasonably request;

 

(iv) the Subscription Agreement, duly completed and executed by the Vendor;

 

(v) the Debt Assignment Agreement, duly executed by the Vendor and the Corporation;

 

(vi) the Resignations and Releases, duly executed by each of the Outgoing Directors and Officers;

 

(vii) the USA Termination Agreement, duly executed by the Vendor and the Corporation; and

 

(viii) evidence that all necessary steps and proceedings as approved by legal counsel for the Purchaser to permit all of the Minority Shares to be transferred to the Purchaser or its nominee(s) have been taken.

 

(f) Change in Law. During the Interim Period, no Law, proposed Law, any change in any Law, or the interpretation or enforcement of any Law will have been introduced, enacted or announced, the effect of which will be to prevent the Purchaser from or to increase materially the cost to the Purchaser of (i) completing of the transaction contemplated in this Agreement, or (ii) operating the business of the Corporation after Closing on substantially the same basis as currently operated.

 

(g) No Legal Action. No action or proceeding will be pending or threatened by any person (other than the Purchaser) in any jurisdiction, and no order or notice will have been made, issued or delivered by any governmental entity, seeking to enjoin, restrict or prohibit, or enjoining, restricting or prohibiting, on a temporary or permanent basis any of the transactions contemplated by this Agreement or imposing any temporary or permanent terms or conditions on the transactions contemplated by this Agreement, the Businesses or the business of the Purchaser including requiring that any assets or shares be held separate or divested or requiring any form of behavioural or other remedy or otherwise limiting the right of the Purchaser to conduct its business or the Businesses after Closing on substantially the same basis as heretofore operated.

 

17

 

Section 6.02  Conditions for the Benefit of the Vendor. The purchase and sale of the Minority Shares is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the Vendor and may be waived, in whole or in part, by the Vendor in its sole discretion:

 

(a) Truth of Representations and Warranties. The representations and warranties of the Purchaser contained in this Agreement and in each document to be delivered hereunder are true and correct as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date and the Purchaser shall have delivered a certificate to that effect duly executed by a duly authorized officer of the Purchaser. Upon the delivery of such certificate, the representations and warranties of the Purchaser in ARTICLE IV will be deemed to have been made on and as of the Closing Date with the same force and effect as if made on and as of such date.

 

(b) Performance of Covenants. The Purchaser shall have fulfilled or complied with all covenants contained in this Agreement and in each document to be delivered hereunder are required to be fulfilled or complied with by it at or prior to the Closing, and the Purchaser shall have delivered a certificate to that effect duly executed by a duly authorized officer of the Purchaser.

 

(c) Deliveries. The Purchaser shall deliver or cause to be delivered to the Vendor the following in form and substance satisfactory to the Purchaser:

 

(i) share certificates or Direct Registration System Advices representing such number of HITI Shares required to be delivered pursuant to Section 2.03(a)(i), free and clear of all Encumbrances, together with evidence satisfactory to the Vendor that the Purchaser or its nominee(s) will be entered upon the books of the Corporation’s transfer agent as the holder of the HITI Shares promptly upon Closing;

 

(ii) a certificate representing the Convertible Debenture required to be delivered pursuant to Section 2.03(a)(ii), together with evidence satisfactory to the Vendor that the Purchaser or its nominee(s) has been entered upon the books of the Corporation as the holder of such Convertible Debenture;

 

(iii) a mutual release, by and among the Vendor, the Corporation, the Purchaser, and such other persons as the Purchaser may reasonably request; substantially in the form attached hereto as Schedule “A” duly executed by the Vendor and the Corporation and such other persons as the Purchaser may reasonably request;

 

(iv) the Share Pledge Agreement, duly executed by the Purchaser;

 

(v) the General Security Agreement, duly executed by the Corporation;

 

(vi) the USA Termination Agreement, duly executed by the Purchaser and the Corporation; and

 

(vii) the Debt Assignment Agreement, duly executed by the Purchaser and the Corporation.

 

(d) No Legal Action. No action or proceeding will be pending or threatened by any person (other than the Vendor) in any jurisdiction, and no order or notice will have been made, issued or delivered by any governmental entity, seeking to enjoin, restrict or prohibit, or enjoining, restricting or prohibiting, on a temporary or permanent basis any of the transactions contemplated by this Agreement or imposing any temporary or permanent terms or conditions on the transactions contemplated by this Agreement.

 

(e) Assets. Immediately prior to the Closing Date, the properties and assets of the Corporation shall include, but not be limited to, (i) the four (4) retail outlets operated by the Corporation in the Province of Alberta, (ii) the five (5) commercial leases in the Province of Ontario (the “Leases”), and (ii) all other contracts, agreements, licenses, permits or other pertinent documents necessary for the Corporation to occupy and operate each of the locations subject to the Leases as retail cannabis outlets following the Closing Date.

 

18

 

ARTICLE VII
INDEMNIFICATION

 

Section 7.01 Survival. All representations, warranties, covenants and agreements contained herein and all related rights to indemnification shall survive the Closing for a period of three (3) years from the Closing Date.

 

Section 7.02 Indemnification by the Vendor. Subject to Section 7.04, the Vendor shall defend, indemnify and hold harmless the Purchaser, its affiliates and their respective shareholders, directors, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including legal fees, disbursements and charges, arising from or relating to any:

 

(a) inaccuracy in or breach of any of the representations or warranties of the Vendor contained in this Agreement or in any document to be delivered hereunder; or

 

(b) breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Vendor under this Agreement or any document to be delivered hereunder.

 

Section 7.03 Indemnification by the Purchaser. Subject to Section 7.05, the Purchaser shall defend, indemnify and hold harmless the Vendor, its affiliates and their respective shareholders, directors, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including legal fees, disbursements and charges, arising from or relating to any:

 

(a) inaccuracy in or breach of any of the representations or warranties of the Purchaser contained in this Agreement or in any document to be delivered hereunder; or

 

(b) breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Purchaser under this Agreement or any document to be delivered hereunder.

 

Section 7.04  Limitations on the Vendor Indemnification. The Vendor shall not have any obligation to defend, indemnify and hold harmless the Purchaser or make any payment for damages for indemnification or otherwise with respect to the matters described in Section 7.02, until the total of all Damages with respect to such matters exceeds $25,000 and then only for 49.9% of the amount by which such Damages exceed $25,000. Notwithstanding the foregoing, the Vendor shall be liable for all Damages with respect to (i) any breach or inaccuracy of any of the Vendor’s representations and warranties of which the Vendor had actual knowledge at any time prior to the date on which such representation and warranty was made, (ii) any claim involving fraud or fraudulent misrepresentation, and or (viii) any intentional breach by the Vendor of any covenant or obligation under this Agreement.

 

19

 

Section 7.05  Limitations on the Purchaser Indemnification. The Purchaser shall not have any obligation to defend, indemnify and hold harmless the Vendor or make any payment for damages for indemnification or otherwise with respect to the matters described in Section 7.03, until the total of all Damages with respect to such matters exceeds $25,000 and then only for 50.1% of the amount by which such Damages exceed $25,000. Notwithstanding the foregoing, the Purchaser shall be liable for all Damages with respect to (i) any breach or inaccuracy of any of the Purchaser’s representations and warranties of which the Purchaser had actual knowledge at any time prior to the date on which such representation and warranty was made, (ii) any claim involving fraud or fraudulent misrepresentation, and or (viii) any intentional breach by the Purchaser of any covenant or obligation under this Agreement.

 

Section 7.06 Tax Treatment of Indemnification Payments. All indemnification payments made by the Vendor under this Agreement shall be treated by the Parties as an adjustment to the Purchase Price for tax purposes, unless otherwise required by Law.

 

Section 7.07 Effect of Investigation. The Purchaser’s right to indemnification or other remedy based on the representations, warranties, covenants and agreements of the Vendor set out herein will not be affected by any investigation conducted by the Purchaser, or any knowledge acquired by the Purchaser at any time, with respect to the accuracy of, or compliance with, any such representation, warranty, covenant or agreement.

 

Section 7.08 Cumulative Remedies. The rights and remedies provided in this ARTICLE VI are cumulative and are in addition to and not in substitution for any other rights and remedies available at Law or in equity or otherwise.

 

ARTICLE VIII
CORPORATION CONSENT AND ASSURANCES

 

Section 8.01 Consent. In consideration of the representations and covenants of the Vendor and the Purchaser hereunder, the Corporation hereby consents to the sale and purchase of the Minority Shares as contemplated by this Agreement.

 

Section 8.02 Notwithstanding anything to the contrary herein, the Corporation is a party to this Agreement solely for the purposes of (i) providing the consents, assurances and covenants set forth in this ARTICLE VIII, and (ii) executing and delivering all documents and instruments to which it is required to be a party pursuant to this Agreement, including, for greater certainty, the mutual release, in the form attached hereto as Schedule “A”, the General Security Agreement, the Debt Assignment Agreement, and the USA Termination Agreement.

 

Section 8.03 The Corporation agrees to execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions of ARTICLE VIII and give effect to the transactions contemplated by this Agreement and the documents to be delivered hereunder, provided, however, that nothing in the provisions of ARTICLE VIII shall in any way limit the Corporation’s right to claim any benefits inuring to it under any other sections of this Agreement.

 

20

 

ARTICLE IX
MISCELLANEOUS

 

Section 9.01 Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.

 

Section 9.02 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given:

 

(a) when delivered by hand (with written confirmation of receipt);

 

(b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested);

 

(c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or

 

(d) on the fifth (5th) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

 

Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.02):

 

(a) If to the Vendor:

 

 

                           Ontario Inc.

                                                                               

                                             

                          

                                               

                                                                                  

 

with a copy to (which shall not constitute notice):

 

                                                                          

Barristers & Solicitors

150 York Street - Suite 800

Toronto, Ontario, M5H 3S5

Attention:                                                        

E-mail:                                                     

Phone:                            

Fax:                           

 

(b) If to the Purchaser:

 

High Tide Inc.

Unit 112, 11127 - 15 Street N.E.

Calgary, Alberta, T3K 2M4

Attention:                             

E-mail:                                                              

 

with a copy to (which shall not constitute notice):

 

Garfinkle Biderman LLP

1 Adelaide Street East

Toronto, Ontario, M5C 2V9

Attention:                            

E-mail:                                                        

 

21

  

Section 9.03 Headings. The division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and shall not affect the interpretation of this Agreement.

 

Section 9.04 Currency. All references in this Agreement or any documents delivered in connection with this Agreement to dollars, or to $ are expressed in Canadian currency unless otherwise specifically indicated.

 

Section 9.05 Knowledge. Where any representation or warranty contained in this Agreement or any document to be delivered hereunder is expressly qualified by reference to the knowledge of a Party, it will be deemed to refer, unless indicated otherwise, (i) to the actual or constructive knowledge of such Party after due inquiry, and (ii) in the case of a Party that is a corporation, it will be deemed to refer to the actual or constructive knowledge of any director or officer of such corporation, after due inquiry.

 

Section 9.06 Disclosed in Writing. As used in this Agreement, “disclosed in writing”, “disclosed to the other Party in writing” and words of similar import shall mean actually disclosed in writing by one Party to the other Party or its advisors prior to the Closing Date.

 

Section 9.07  Gender and Number. Any reference in this Agreement or any documents delivered in connection with this Agreement to gender includes all genders. Words importing the singular number only include the plural and vice versa.

 

Section 9.08 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

 

Section 9.09 Entire Agreement. This Agreement and all documents to be delivered hereunder constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and the documents to be delivered hereunder, the Exhibits and Schedules (other than an exception expressly set forth as such in the Schedules), the statements in the body of this Agreement will control.

 

Section 9.10 Successors and Assigns. This Agreement shall be binding upon and shall enure to the benefit of the Parties hereto and their respective successors and permitted assigns. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning Party of any of its obligations hereunder.

 

22

 

Section 9.11 No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

 

Section 9.12 Amendment, Modification, and Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

 

Section 9.13 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

 

Section 9.14 Forum Selection. Any action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in the courts of the Province of Ontario, and each Party irrevocably submits and agrees to attorn to the non-exclusive jurisdiction of such courts in any such action or proceeding.

 

Section 9.15 Choice of Language. The Parties confirm that it is their express wish that this Agreement, as well as any other documents relating to this Agreement, including notices, schedules and authorizations, have been and shall be drawn in the English language only. Les Parties aux présentes confirment leur volenté expresse que cette convention, de même que tous les documents s’y rattachant, y compris tous avis, annexes et autorisations s’y rattachant, soient rédigés en langue anglaise seulement.

 

Section 9.16 Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at Law or in equity.

 

Section 9.17 Time. Time shall be of the essence of every provision of this Agreement.

 

Section 9.18 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

 

Section 9.19 No Contra Proferentem. This Agreement has been reviewed by each Party’s professional advisors, and revised during the course of negotiations between the Parties. Each Party acknowledges that this Agreement is the product of their joint efforts, that it expresses their agreement, and that, if there is any ambiguity in any of its provisions, no rule of interpretation favouring one Party over another based on authorship will apply.

 

[Remainder of page intentionally left blank. Signature page follows.]

 

23

 


SCHEDULE “A”

MUTUAL RELEASE

 

[Redacted for confidentiality reasons due to potential prejudice to the Purchaser.]

 

 

 

 

SCHEDULE “B”

SHARE PLEDGE AGREEMENT

 

[Redacted for confidentiality reasons due to potential prejudice to the Purchaser.]

 

 

 

 

SCHEDULE “C”

GENERAL SECURITY AGREEMENT

 

[Redacted for confidentiality reasons due to potential prejudice to the Purchaser.]

 

 

 

 

SCHEDULE “D”

DEBT ASSIGNMENT AGREEMENT

 

[Redacted for confidentiality reasons due to potential prejudice to the Purchaser.]

 

 

 

 

SCHEDULE “E”

RESIGNATION & RELEASES

 

[Redacted for confidentiality reasons due to potential prejudice to the Purchaser.]

 

 

 

 

SCHEDULE “F”

OUTGOING DIRECTORS AND OFFICERS

 

[Redacted for confidentiality reasons due to potential prejudice to the Purchaser.]

 

 

 

 

SCHEDULE “G”

SUBSCRIPTION AGREEMENT

 

[Redacted for confidentiality reasons due to potential prejudice to the Purchaser.]

 

 

 

 

SCHEDULE “H”

NON-COMPETE AGREEMENT

 

[Redacted for confidentiality reasons due to potential prejudice to the Purchaser.]

 

 

 

 

SCHEDULE “I”

USA TERMINATION AGREEMENT

 

[Redacted for confidentiality reasons due to potential prejudice to the Purchaser.]

 

 

EXHIBIT 99.9

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide to Acquire Remaining 49.9% of KushBar Joint Venture with 4 Retail Cannabis Locations in Alberta

 

Calgary, AB, December 10, 2019 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, is pleased to announce that it has entered into a definitive share purchase agreement (the “Definitive Agreement”) with 2651576 Ontario Inc. (the “Minority Holder”), a private Ontario company, to acquire the remaining 49.9% interest (the “Minority Interest”) in High Tide’s majority-owned subsidiary, KushBar Inc. (“KushBar”). Pursuant to the Definitive Agreement, High Tide, which presently holds a controlling interest of 50.1% in KushBar, will acquire the Minority Interest in a transaction (the “Transaction”) that will result in KushBar becoming a wholly-owned subsidiary of High Tide. It is anticipated that the Transaction will close on or about December 12, 2019.

 

The Transaction marks a crucial step in High Tide’s strategy to capitalize on the second wave of the legalization of recreational cannabis products, including but not limited to concentrates, edibles and infused beverages, which are expected to be available in Alberta in early 2020. High Tide’s goal has always been to exceed the expectations of cannabis consumers and elevate their retail experience. The acquisition of the remaining stake in the 3 operating KushBar stores in Camrose, Lloydminster and Morinville, with the fourth location opening in Medicine Hat shortly, will enable us to build on our retail strategy to help meet the upcoming increase in demand expected from Cannabis 2.0 products,” said Raj Grover, High Tide’s President & Chief Executive Officer. “As we move closer towards the new year, we are excited for what Cannabis 2.0 will have in store for High Tide and its customers,” added Mr. Grover.

 

Subject to applicable laws and the policies of the Canadian Securities Exchange (the “CSE”), the consideration payable for the Minority Interest will be satisfied by the issuance of a secured convertible debenture in the principal amount of approximately $700,000 (the “Debenture”) and such number of common shares in the capital of High Tide (“Shares”) having an aggregate value of $500,000, with each Share priced at the 10-day volume weighted average trading price of the Shares on the CSE immediately prior to the Closing Date. The outstanding principal amount under the Debenture is convertible, at the holder’s option, before the maturity date into Shares at a price of $0.25 per Share. The Debenture will be due 24 months from the issuance date and will not bear interest, provided however that any principal amount outstanding following the maturity date will bear interest at a rate of 10% per annum until repaid.

 

 

 

 

If, following the expiry of all hold periods imposed by applicable Canadian securities laws, the volume-weighted average trading price of the Shares on the CSE exceeds $0.30 for a period of 30 consecutive days, High Tide will be entitled to, subject to certain other conditions being met, cause the holder to convert all or part of the outstanding principal amount of the Debenture into Shares. In addition, if at any time during the term thereof, High Tide issues securities at a price deemed lower than the conversion price then in effect, then, subject to certain other conditions, such conversion price will be adjusted downward to such lower price. Completion of the Transaction remains subject to compliance with applicable laws (including the policies of the CSE), as well as a number of customary terms and conditions, including the entering into of definitive documentation with respect to the grant of certain security interests to secure the obligations of High Tide under the Debenture.

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including RGR Canada Inc., Famous Brandz Inc., Kush West Distribution Inc., Smoker’s Corner Ltd., Grasscity.com, Canna Cabana Inc. and the majority of KushBar Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Representing the core of High Tide’s business, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world. Founded in 2009 and approved by the Canadian Franchise Association, Smoker’s Corner Ltd. is among Canada’s largest counter-culture chains with 11 locations. Kush West Distribution is in the process of becoming a cannabis wholesaler in the province of Saskatchewan. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 27 branded stores, is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a retail cannabis joint venture with 3 operating stores in Alberta, offering a modern experience that is focused on the growing customer bases in Alberta and Ontario.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

2

 

 

Forward-Looking Information

 

Certain statements in this news release are forward-looking information or forward-looking statements, including, but not limited to statements with regard to the consummation of the Transaction, the ability of High Tide to build on its existing cannabis retail strategy in order to address market demand and the needs of mainstream cannabis consumers, and High Tide’s growth and expansion prospects and outlook. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of High Tide to execute on its business plan and that High Tide will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. and KushBar Inc. businesses. High Tide considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved, or that the terms and conditions relating to the Transaction will be satisfied and that the Transaction will be completed as anticipated, or at all. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Nick Kuzyk, Chief Strategy Officer & SVP Capital Markets at High Tide Inc.; Tel: (403) 265-4207; Email: Nick@HighTideInc.com; Web: www.HighTideInc.com.

 

 

3

 

 

EXHIBIT 99.10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT 99.11

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

Famous Brandz Secures Merchandising License for The Fabulous Furry Freak Brothers

 

Calgary, AB, December 27, 2019 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, today announced that its wholly-owned subsidiary, Famous Brandz Inc. (“Famous Brandz”), recently signed a royalty-based merchandising license agreement with FFFB Media, LLC to use The Fabulous Furry Freak Brothers trade marks and names, logos and artwork (the “Freak Brothers License”). The Freak Brothers License grants Famous Brandz the worldwide right and license to use, manufacture, have manufactured, advertise and sell certain types of smoking accessories via any distribution channels over a term of 2 years.

 

The Fabulous Furry Freak Brothers is an underground comic about a fictional trio of characters created in 1968. Earlier in 2019, it was announced that The Fabulous Furry Freak Brothers was being re-launched as a television series, which is currently under development. “High Tide’s industry-leading position in licensed product manufacturing and wholesale distribution is further strengthened by adding the Freak Brothers License to our portfolio of celebrity brands, which includes but is not limited to Snoop Dogg Pounds, Cheech & Chong’s Up in Smoke, Trailer Park Boys and Guns N’ Roses,” said Raj Grover, President and Chief Executive Officer of High Tide. Famous Brandz has begun the process of designing and producing the smoking accessories under the Freak Brothers License.

 

Separately, the Company issued $2,000,000 in unsecured convertible debentures (the “Debentures”) under a third and final tranche (the “Third Tranche”) of the private placement previously announced on November 14, 2019. The principal amount of the Debentures is convertible at the holder’s option at a conversion price of $0.252 per HITI Share and the Debentures are due 24 months from their issuance date and carry a 10% interest cost per annum, payable annually in advance in HITI Shares at a price equal to the volume-weighted average price per HITI Share for the 10-days prior to the day on which interest is due. Concurrent with the issuance of the Debentures, the Company paid the interest due up-front in the form of 1,142,857 HITI Shares. Under the Third Tranche, the Company also issued Warrants such that subscribers received one Warrant for each $0.252 of original principal amount of Debentures, resulting in 7,936,508 Warrants being issued in the Third Tranche. Each Warrant issued in the Third Tranche entitles the holder to acquire one HITI Share at an exercise price of $0.50 per share for two years from the date of issuance.

 

 

 

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including RGR Canada Inc., Famous Brandz Inc., Kush West Distribution Inc., Smoker’s Corner Ltd., Grasscity.com, Canna Cabana Inc. and the majority of KushBar Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Representing the core of High Tide’s business, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world. Founded in 2009 and approved by the Canadian Franchise Association, Smoker’s Corner Ltd. is among Canada’s largest counter-culture chains with 11 locations. Kush West Distribution is in the process of becoming a cannabis wholesaler in the province of Saskatchewan. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 27 branded stores, is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a retail cannabis joint venture with 3 locations in Alberta, offering a modern experience that is focused on the growing customer bases in Alberta and Ontario.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Forward-Looking Information

 

Certain statements in this news release are forward-looking information or forward-looking statements, including, but not limited to statements with regard to the ability of High Tide to build on its existing cannabis retail strategy in order to address market demand and the needs of mainstream cannabis consumers, and High Tide’s growth and expansion prospects and outlook. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

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Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of High Tide to execute on its business plan and that High Tide will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. and KushBar Inc. businesses. High Tide considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Nick Kuzyk, Chief Strategy Officer & SVP Capital Markets at High Tide Inc.; Tel: (403) 265-4207; Email: Nick@HighTideInc.com; Web: www.HighTideInc.com.

 

 

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EXHIBIT 99.12

 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND ANY SECURITY ISSUED ON CONVERSION HEREOF MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY FROM THE CLOSING DATE.

 

Loan Agreement

 

dated as of
JANUARY 6, 2020

 

between

 

HIGH TIDE INC.
as Borrower

 

and

 

Windsor Private Capital Limited Partnership
as Lender

 

 

 

CDN $6,000,000 Loan

 

 

 

TORKIN MANES LLP

 

 

 

Table of ContentS

 

1. Definitions 1
2. Facility 10
3. Conditions Precedent to the Advance 12
4. Conditions Precedent to Subsequent Advances 14
5. Interest 14
6. Fees 16
7. Payments and Prepayments 16
8. Security 17
9. Legal Fees and Expenses 19
10. Representations and Warranties 19
11. Affirmative Covenants 24
12. Negative Covenants 27
13. Reporting Requirements 29
14. Events of Default 30
15. Acceleration 32
16. Remedies Cumulative 33
17. No Prejudice, etc. 33
18. Application of Payments and Proceeds of Realization After an Event of Default 33
19. Rights and Waivers 34
20. Power of Attorney 34
21. Books and Records 34
22. Indemnification by the Borrower 35
23. Release of Security 35
24. Notices 35
25. Confidentiality 36
26. General 38

 

- i -

 

 

Loan agreement

 

THIS AGREEMENT is made as of January 6, 2020 among High Tide Inc., a corporation formed under the laws of the Province of Alberta, as borrower, and Windsor Private Capital Limited Partnership by its general partner, Windsor Private Capital Inc., as lender.

 

Recitals

 

A. The Borrower has requested the Lender to make available to it a convertible loan in the principal amount of Six Million Canadian Dollars (CDN$6,000,000) (the “Loan”).

 

B. The Lender is willing to make the Loan available to the Borrower on the terms and subject to the conditions set out in this Agreement.

 

C. The Lender may, in its sole and absolute discretion, make available to the Borrower an additional Four Million Canadian Dollars (CDN$4,000,000) on the terms and subject to the conditions set out in this Loan Agreement.

 

NOW THEREFORE, in consideration of the mutual obligations contained herein and for other consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

 

1. Definitions

 

In this Agreement, unless the context otherwise requires, the following terms have the respective meanings set out below (and all such terms that are defined in the singular have the corresponding meaning in the plural and vice versa):

 

Acquisition” means, with respect to a Person, any purchase or other acquisition, regardless of how accomplished or effected (including any such purchase or other acquisition effected by way of amalgamation, merger, arrangement, business combination or other form of corporate reorganization or by way of purchase, lease or other acquisition arrangements), of (a) any other Person, (b) all or substantially all of the property, assets and undertaking of any other Person; (c) all or any portion of any division, business, or operation or undertaking of any other Person; or (d) all or substantially all of the property, assets and undertakings of all or any portion of any division, business, operation or undertaking of any other Person;

 

Advance” means an extension of credit by the Lender to the Borrower pursuant to this Agreement;

 

Affiliate” means, with respect to a Person, any other person that directly or indirectly Controls, or is controlled by, or is under common Control with, that Person;

 

Agreement” means this agreement and all Schedules attached hereto as the same may be amended, restated, replaced or superseded from time to time;

 

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Asset Sale” means a sale, lease or sub-lease (as lessor or sublessor), assignment, conveyance, transfer or other disposition by the Borrower or a Corporate Subsidiary to, or any exchange of property by the Borrower or a Corporate Subsidiary with, any Person, in one transaction or a series of transactions, of all or any non-immaterial part of the Borrower’s or a Corporate Subsidiary’s business, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, other than inventory sold in the ordinary course of business and other than one or more development permits held by the Borrower or a Corporate Subsidiary;

 

Banking Day” means a day other than a Saturday or a Sunday or other day on which banks are required or authorized to close in Toronto, Canada;

 

Borrower” means High Tide Inc., a corporation incorporated under the Business Corporations Act (Alberta), and its successors and permitted assigns;

 

Canadian Dollars” and “CDN$” mean the lawful currency of Canada in immediately available funds;

 

Cannabis Laws” means the Cannabis Act (Canada), Cannabis License Act, 2018 (Ontario), the Gaming, Liquor and Cannabis Act (Alberta), the Cannabis Control Act (Saskatchewan), the Criminal Code (Canada), and any other law, statute, rule or regulation in Canada or any other applicable jurisdiction (including any Province, Territory or other sub-jurisdiction), in force or which may be enacted from time to time, relating in any way to the production, cultivation, possession, storage, transportation, distribution, sale or use of cannabis and related substances and products, and including all policies, regulations, official directives, orders, judgments and decrees promulgated under any of the foregoing, including without limitation the Retail Cannabis Store Handbook (Alberta) and the Cannabis Representative Handbook (Alberta);

 

Closing Date” means the date on which the Lender confirms to the Borrower that the conditions set forth in Section 3(a) have been met to its satisfaction;

 

Control” (including any correlative term) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person (whether through ownership of securities or partnership or trust interests, by contract or otherwise); without limiting the generality of the foregoing (i) a Person is deemed to Control a corporation if such Person (or such Person and its Affiliates) holds outstanding shares of the corporation carrying votes in sufficient number to elect a majority of the board of directors of the corporation, (ii) a Person is deemed to Control a partnership if such Person (or such Person and its Affiliates) holds more than 50% in value of the equity of the partnership, (iii) a Person is deemed to Control a trust if such Person (or such Person and its Affiliates) holds more than 50% in value of the beneficial interests in the trust, and (iv) a Person that Controls another Person is deemed to Control any Person controlled by that other Person. For greater certainty, (i) a Person is not deemed to control another Person by virtue only of such first Person’s role of director or manager of the second Person, and (ii) the Borrower shall not be deemed to control Saturninus Partners for so long as the Borrower holds 50% or less in value of the equity of Saturninus Partners.

 

Conversion Price” means, the lesser of: (i) $0.17; and (iii) the lowest price paid in connection with a Dilutive Issuance;

 

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Corporate Subsidiaries” means, the Guarantors and any future direct or indirect Subsidiary of the Borrower (each a “Corporate Subsidiary”);

 

Debt” means, with respect to any Person: (i) an obligation of such Person for borrowed money; (ii) an obligation of such Person evidenced by a note, bond, debenture or other similar instrument; (iii) an obligation of such Person for the deferred purchase price of property or services, excluding trade payables and other accrued current liabilities incurred in the ordinary course of business in accordance with customary commercial terms; (iv) a capitalized lease obligation of such person; (v) a guarantee, indemnity, or financial support obligation of such Person, determined in accordance with generally accepted accounting principles; (vi) an obligation of such Person or of any other Person secured by a Lien on any property of such Person, even though such Person has not otherwise assumed or become liable for the payment of such obligation; or (vii) an obligation arising in connection with an acceptance facility or letter of credit issued for the account of such Person; or (viii) a share in the capital of such Person that is redeemable by such Person either at a fixed time or on demand by the holder of such share (valued at the maximum purchase price at which such Person may be required to redeem, repurchase or otherwise acquire such share);

 

Default” means an event or circumstance, the occurrence or non-occurrence of which would, with the giving of a notice, lapse of time or a combination thereof, constitute an Event of Default unless remedied within the prescribed delays or waived in writing by the Lender;

 

Dilutive Issuance” means if at any time while the Loan Obligations are outstanding, the Borrower issues common shares or securities convertible into or exercisable for common shares: (A) at a price per share that is lower than both sub item (i) and (ii) of the definition of Conversion Price; or (B) that contains provisions for an adjustment mechanism that adjusts the exercise or conversion price per share to a price per share that is lower than the Conversion Price set forth in sub items (i) and (ii) of the definition of Conversion Price and said adjustment mechanism has been triggered; provided however, that “Dilutive Issuance” as defined shall not include either (A) the Hamilton Acquisition, provided that such transaction closes on or before the day that is the thirtieth (30th) day following the Closing Date; or (B) an issuance of shares in satisfaction of one or more accounts payable, individually or cumulatively, of the Borrower or any Corporate Subsidiary in an aggregate amount not to exceed Two Hundred and Fifty Thousand Canadian Dollars (CDN$250,000) in any twelve (12) month period, with the first day of the first twelve (12) month period beginning on the Closing Date; provided however, that if the Loan Agreement is renewed in accordance with Section 2(g) hereof, the Borrower and the Lender agree that the aggregate amount set forth in this Section (B) shall be subject to change, which change shall be mutually agreed upon by the Borrower and the Lender, each acting reasonably;

 

Draw Request” means a notice in the form of Schedule “B” given by the Borrower to the Lender for the purposes of requesting and Advance;

 

Environmental Laws” means any present or future applicable federal, provincial, municipal or other local law, statute, regulation or by-law, code, ordinance, decree, directive, standard, policy, rule, order, treaty, convention, judgment, award or determination, in each case having the force of law, for the protection of the environment or human health in any applicable jurisdiction;

 

- 3 -

 

Event of Default” means any of the events described in Section 14;

 

Facility” has the meaning attributed to such term in Section 2.

 

Facility Maximum Amount” means, subject to the terms of Section 2(f), Six Million Canadian Dollars (CDN$6,000,000);

 

Governmental Body” means the Regulator and any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authorities or stock exchange;

 

Guarantors” means, collectively, each of: (i) Famous Brandz Inc.; (ii) RGR Canada Inc.; (iii) Smoker’s Corner Ltd.; (iv) Canna Cabana Inc.; (v) KushBar Inc.; (vi) Kush West Distribution Inc.; (vii) HT Global Imports Inc.; (viii) Canna Cabana (SK) Inc.; (ix) High Tide Inc. B.V.; (x) SJV B.V.; (xii) SJV 2 B.V.; (xiii) SJV USA Inc.; (xiv) Valiant Distribution Inc. and any other Person who from time to time provides a guarantee to the Lender in respect of the Loan Obligations (each a “Guarantor”);

 

Initial Maturity Date means December 15, 2020.

 

KushBar Security” means (i) certain security granted by KushBar Inc. in favour of                  pursuant to a general security agreement dated December 12, 2019 and entered into by and between KushBar Inc. and                 , and (ii) a pledge of all common shares in the capital of KushBar Inc. held by the Borrower, granted by the Borrower in favour of                  pursuant to a share pledge agreement dated December 12, 2019 and entered into by and between the Borrower, KushBar Inc. and                 , and (iii) an assignment of certain indebtedness of KushBar Inc. owing to the Borrower, granted by the Borrower in favour of                  pursuant to an assignment of shareholder’s loan agreement dated December 12, 2019 and entered into by and between the Borrower and                 ;

 

Lender” means Windsor Private Capital Limited Partnership, represented by its general partner Windsor Private Capital Inc. and its successors and permitted assigns;

 

Lien” means any mortgage, charge, pledge, hypothecation, security interest, assignment, encumbrance, lien (statutory or otherwise), charge, title retention agreement or arrangement, restrictive covenant, adverse claims, royalties, third party claims, or other encumbrance, whether fixed or floating over any property, whether real, personal or mixed, tangible or intangible, of any nature or any other arrangement or condition that in substance secures payment or performance of an obligation;

 

Loan Documents” means, collectively, this Agreement, the Security Documents, the Warrant Certificate, the Convertible Debenture and any other agreements or documents entered into in connection with the transactions contemplated herein and therein and until the Loan Obligations are repaid in full, and “Loan Document” means any one of them;

 

- 4 -

 

Loan Obligations” means the present and future indebtedness, obligations, liabilities, promises, covenants, responsibilities and duties (actual or contingent, joint or several, absolute or contingent, direct or indirect, matured or unmatured, now existing or arising hereafter), whether arising by agreement or statute, at law, in equity or otherwise of the Borrower, whether as principal debtor, guarantor, surety or otherwise, owing or incurred to the Lender arising under, by reason of or otherwise in respect of each of this Agreement or any other Loan Document;

 

Material Adverse Change” means a material adverse change in (a) the business, assets, liabilities, financial position, prospects, results of operations, assets, or operations of the Borrower and Guarantors, taken as a whole, or (b) the ability of the Borrower or a Guarantor to perform any of its Loan Obligations to which it is a party, or (c) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights and remedies of the Lender hereunder or thereunder. Notwithstanding the foregoing, the Lender agrees and acknowledges that the Borrower may                                                                                                                                                                                                 ;

 

Material Contracts” means agreements of the Borrower listed in Schedule “G”, and any other agreements of the Borrower and Guarantors, the termination or cancellation of which would result in a Material Adverse Change. A true and accurate copy of each such Material Contract in existence as at the date hereof has been delivered to the Lender;

 

Outstanding Debt” means the Outstanding Principal Obligations together with any accrued and unpaid interest thereon;

 

Outstanding Principal Obligations” means, at any time, the aggregate principal amount of the Advances made by the Lender to the Borrower hereunder, outstanding at such time;

 

Permitted Acquisitions” means each of the following:

 

(a) the Acquisition by the Borrower of (i)                                                                                  pursuant to an                          entered into by and among                                         , and the         ;

 

(b) the Acquisition by the Borrower                                                                          pursuant to                                           entered into by and among                  , and the Borrower (the “                 ”);

 

(c) the Acquisition by the Borrower                                                                pursuant to                                    entered into by and among                                    and the Borrower;

 

- 5 -

 

(d) the Acquisition by Canna Cabana (SK) Inc., a Subsidiary of the Borrower, of all of the common shares in the capital of                                    pursuant to                   entered into by and among Canna Cabana (SK) Inc., the Borrower,                                             ; and

 

(e) in order for each of items (a) through (e) above to be a Permitted Acquisition, the Borrower must provide, not less than five (5) days prior to the date of such Acquisition (or such shorter period if the acquisition is taking place within five (5) days of the Closing Date), to the Lender, in form and substance satisfactory to the Lender, acting reasonably, copies of:

 

i. to the extent available, the acquisition agreement and all material related agreements and instruments, and all opinions, certificates, lien search results, court orders and related court materials (if applicable) in connection with a Permitted Acquisition;

 

ii. to the extent available, most currently available financial statements, including without limitation, balance sheets, statements of income and statements of change in financial position, that are in the Borrower’s possession with respect to a Permitted Acquisition; and

 

iii. any other documents that the Lender may reasonably request in connection with a Permitted Acquisition.

 

Permitted Costs” means costs associated with each of the following, provided that such costs are approved by the Lender in its sole and absolute discretion:

 

(a) construction costs related to certain Alberta store openings; and

 

(b) opening inventory costs related to certain Alberta store openings.

 

Permitted Debt” shall mean:

 

(a) the Outstanding Debt;

 

(b) unsecured indebtedness to trade creditors in the ordinary course of business;

 

(c) indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business; and

 

(d) any Debt of the Borrower or a Guarantor provided that the prior written consent of the Lender has been given in respect of such Debt, and the rights of the holder of such Debt are subordinated to all rights of the Lender under or in respect of the Loan Obligations and Security pursuant to a subordination agreement containing payment and non-payment, default, standstills and other provisions, satisfactory in form and substance to the Lender;

 

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(e) any intercompany Debt among the Borrower or any of the Secured Guarantors;

 

(f) any Debt of the Borrower or a Guarantor described in Schedule “I” to this Agreement;

 

(g) subject to the Lender’s written consent, any Debt of any Person that becomes a Corporate Subsidiary in connection with a Permitted Acquisition; and

 

(h) any re-financings, renewals and extensions of any of the foregoing, provided that the: (i) indebtedness outstanding under such re-financing, renewal, or extension is not increased; (ii) the terms, conditions, covenants and interest rate under such re-financing, renewal or extension remain the same or are more beneficial to the Borrower; (iii) the cash flow impact of such re-financing, renewal or extension remains the same or is more beneficial to the Borrower; and (iv) that such re-financing, renewal or extension does not prejudice the rights and remedies of the Lender under this Agreement or any of the other Loan Documents;

 

Permitted Liens” means, in respect of the Borrower and each Guarantor:

 

(a) a Lien for Taxes, assessments or governmental charges:

 

(i) which are not due or delinquent at that time; or

 

(ii) the validity of which is being contested by the Borrower or Guarantor diligently and in good faith;

 

(b) the Lien of any judgment rendered, or order filed, against the property and assets of the Borrower or Guarantor which the Borrower or Guarantor is contesting diligently and in good faith at that time:

 

(i) in respect of which the Borrower or Guarantor has set aside a reserve sufficient to pay such judgment or claim in accordance with generally accepted accounting principles; or

 

(ii) which are not material, having regard to the assets and properties of the Borrower or Guarantor;

 

(c) a Lien, privilege or other charge imposed or permitted by law (such as, without limitation, a carrier’s lien, builder’s lien or materialmen’s lien) which either:

 

(i) relates to obligations not due or delinquent at that time; or

 

(ii) at such time is not a material risk to assets of the Borrower or Guarantor whether because no steps or proceedings to enforce the Lien, privilege or charge have been initiated at that time or because the value of the assets of the Borrower or Guarantor affected thereby is not material to such Borrower or Guarantor;

 

- 7 -

 

(d) an undetermined or inchoate Lien, privilege or charge arising in the ordinary course of its current operations:

 

(i) which has not been filed pursuant to law against the Borrower or Guarantor or the property or assets of the Borrower or Guarantor at that time;

 

(ii) in respect of which no steps or proceedings to enforce such Lien, privilege or charge have been initiated at that time;

 

(iii) which relates to obligations which are not due or delinquent at that time; or

 

(iv) if, at such time, such Lien, privilege or charge does not pose a material risk to the property and assets of the Borrower or Guarantor whether because no steps or proceedings to enforce the Lien, privilege or charge have been initiated at that time or because the value of such assets of such Borrower or Guarantor affected thereby is not material to such Borrower or Guarantor;

 

(e) cash, marketable securities or bonds deposited in connection with bids or tenders, deposited with a court as security for costs in any litigation, deposited to secure workers’ compensation or unemployment insurance liabilities or deposited to secure the performance of statutory obligations not to exceed CDN$100,000 in the aggregate (among the Borrower and Guarantors, taken together) outstanding at any time;

 

(f) Liens securing the performance of statutory obligations, surety or performance bonds, and other obligations of like nature incurred in the ordinary course of business of the applicable Borrower or Guarantor, the prior written consent of the Lender has been given, such consent not to be unreasonably withheld or delayed;

 

(g) subject to the Lender’s written consent, any Lien registered against any Person that becomes a Corporate Subsidiary in connection with a Permitted Acquisition;

 

(h) Liens securing Permitted Debt and subordinated third party Debt provided that:

 

(i) such Liens rank subordinate to the Security;

 

(ii) the prior written consent of the Lender has been given; and

 

(iii) if required by the Lender, a subordination agreement has been entered into by each secured party with the Lender in form and substance satisfactory to the Lender;

 

(i) Liens arising in connection with the KushBar Security;

 

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(j) Liens arising in connection with the          Security;

 

(k) the Security;

 

(l) the Liens described in Schedule “A” to this Agreement. For greater certainty, the Lender agrees, acknowledges and covenants to (A) upon request by the Borrower, subordinate its security to the collateral that is the subject matter of the                      Security, in favour of the holders of the                    Security, on the terms to be set forth in a written agreement to be entered into at a later date by the Lender, Canna Cabans (SK) Inc., the holders of the                          Security, and such other Persons as may be reasonably required to give effect to such agreement, any security interest or Lien that Lender may have in any property or assets of Canna Cabana (SK) Inc. situated at 1010 100th Street,         , Saskatchewan, and (B) upon request by the Borrower, forthwith execute and deliver or cause to be executed and delivered, all such reasonable agreements, documents and instruments and do or cause to be done all such other matters and things which may be necessary to give effect to the subordination contemplated by the foregoing subparagraph (A); and

 

(m) any renewal, replacement or extension of any of the foregoing, provided that the: (i) indebtedness outstanding under such renewal, replacement or extension is not increased; (ii) the terms, conditions, covenants and interest rate under such renewal, replacement or extension remain the same or are more beneficial to the Borrower; (iii) the cash flow impact of such renewal, replacement or extension remains the same or is more beneficial to the Borrower; and (iv) that such renewal, replacement or extension does not prejudice the rights and remedies of the Lender under this Agreement or any of the other Loan Documents;

 

Person” means an individual, company, partnership (whether or not having separate legal personality), corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a government, state or political subdivision thereof;

 

Regulator” means the any Government Body appointed to regulate the licensing of cannabis in the respective jurisdiction;

 

Regulator Licenses” means all authorizations, approvals, consents, exemptions, licenses, grants, permits, franchises, rights, privileges or no-action letters from any Governmental Body related to cannabis and issued by the Regulator;

 

Renewal Fee” means if the Facility is renewed in accordance with Section 2(g), a fee in the amount of one and a half percent (1.5%) of the then Outstanding Debt;

 

Renewal Maturity Date” means if the Facility is renewed in accordance with Section 2(g), December 15, 2021;

 

Secured Guarantor” means any Person who from time to time grants a security interest to the Lender pursuant to this Loan Agreement;

 

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“Security” means the Liens and guarantees created (or intended to be created) from time to time by the Security Documents;

 

Security Documents” means, at any time, the agreements, documents and instruments listed in Section 8(a) and each additional agreement, document and instrument delivered by the Borrower or a Guarantor to or for the benefit of the Lender at or before such time to secure or guarantee, directly or indirectly, the payment or performance of any of the Loan Obligations;

 

Smoker’s Corner Ltd. Guarantee” means the guarantee limited to          plus interest provided by Smoker’s Corner Ltd. in favour              in connection with a loan by                            pursuant to                        

 

Subsidiary” means a Person that is under the Control, directly or indirectly, of the Borrower;

 

Taxes” includes all present and future income, corporation, capital gains, capital and value-added and goods and services, harmonized sales, real property taxes and all stamp and other taxes and levies, imposts, deductions, duties, charges and withholdings whatsoever together with interest thereon and penalties with respect thereto, if any, and any other taxes, customs duties, fees, assessments, royalties, duties, deductions, compulsory loans or similar charges in the nature of a tax, including Canada Pension Plan and provincial pension plan contributions, employment insurance payments and workers compensation premiums, together with any instalments, and any interest, fines and penalties, additions to tax or other additional amounts, imposed, assessed, reassessed or collected by any governmental authority, whether disputed or not;

 

Term Sheet Execution Date” shall mean December 8, 2019;

 

         Security” means certain security to be granted over the assets of Canna Cabana (SK) Inc. situated at                            in favour of                  pursuant to                   to be entered into by and between Canna Cabana (SK) Inc. and                  ;

 

Validity Guarantee” means the validity guarantee by          in favor of the Lender; and

 

Warrant Certificate” means the warrant certificate by the Borrower to the Lender to purchase common shares in the capital of the Borrower;

 

2. Facility

 

(a) Facility Amount. Upon and subject to the conditions hereof, the Lender agrees to make available to the Borrower a non-revolving term facility (the “Facility”) in a principal amount not to exceed the Facility Maximum Amount, subject to the terms of this Section 2(f). The Borrower shall be entitled to request Advances under the Facility no more than once per month (which for certainty, shall exclude the Advance and Draw Request dated the date hereof) by submitting to the Lender a Draw Request five (5) Banking Days prior to the date of the Advance request set forth in the Draw Request, unless otherwise agreed to by the Lender.

 

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(b) Amount of Monthly Advances. Any Advances requested by the Borrower shall: (i) be subject to a minimum monthly Advance amount of Two Hundred and Fifty Thousand Canadian Dollars (CDN$250,000).

 

(c) Initial Advance. The obligation of the Lender to make the initial Advance is subject to, and conditional upon, the satisfaction by the Borrower of the conditions precedent contained in Section 3.

 

(d) Subsequent Monthly Advances. The obligation of the Lender to make subsequent monthly Advances is subject to, and conditional upon, the satisfaction by the Borrower of the conditions precedent contained in Section 4.

 

(e) Purpose of the Loan. The Borrower shall use the Loan only to fund Permitted Acquisitions, Permitted Costs, and to satisfy fees contemplated in Section 6(a) and Section 9.

 

(f) Increase in the Facility Maximum Amount. The Lender, in its sole and absolute discretion, may increase the Facility Maximum Amount by an additional Four Million Canadian Dollars (CDN$4,000,000) to be used by the Borrower to fund Permitted Acquisitions.

 

(g) Facility Renewal. The Facility shall renew on the Initial Maturity Date for an additional one (1) year term subject to:

 

(i) no Default or pending Event of Default shall have occurred or be continuing;

 

(ii) no actual or imminent Material Adverse Change in the business of the Borrower (including regulatory or general industry conditions) shall have occurred;

 

(iii) the Borrower shall have paid the Renewal Fee; and

 

(iv) there being no outstanding indebtedness owing by the Borrower to any Person, other than the Lender, maturing prior to the Renewal Maturity Date, it being understood that the Borrower shall be entitled to issue securities to satisfy any of its interest and principal repayment obligations.

 

(h) Convertible Nature of the Loan. While the Loan Obligations hereunder remain outstanding, and after the date which is six (6) months after the Closing Date, the Lender shall have the right, at its option, subject to the policies and regulations of the Canadian Stock Exchange and applicable securities laws, and upon three (3) Banking Days’ notice to the Borrower, to convert the Outstanding Debt, from to time to time and at any time, in whole or in part, into common shares of the Borrower at a price per share equal to the Conversion Price. For so long as this Loan Agreement remains in effect, the Lender hereby covenants and agrees that it will not, and shall cause any related Person to not, short sell the common shares of the Borrower. Notwithstanding the foregoing, the Lender shall be permitted, upon five (5) Banking Days’ written notice to the Borrower, to engage in short sale transactions to the extent that such transactions form part of a series of transactions in connection with the conversion of the Outstanding Debt under the Debenture into common shares of the Borrower or an exercise of warrants under the Warrant Certificate.

 

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3. Conditions Precedent to the Advance

 

Subject to Section 3(b), the Borrower shall ensure that each of the following conditions has been satisfied on the Closing Date and the obligations of the Lender under this Agreement to make the Advance are subject to and conditional upon the following conditions precedent being satisfied:

 

(a) prior to making any Advances hereunder, the Lender shall have received all of the following in form and substance satisfactory to the Lender in its sole and absolute discretion:

 

(i) the Borrower shall have given a Draw Request to the Lender in accordance with the notice requirements provided herein;

 

(ii) original copies of each of the Loan Documents duly executed and delivered by each party thereto, and such Loan Documents are in full force and effect enforceable against the parties thereto in accordance with their respective terms;

 

(iii) evidence to the satisfaction of the Lender that all registrations and other actions as may be necessary to create, perfect, preserve and protect the Security and its validity, effect and priority have been effected in all jurisdictions and under all statutes as may be required by the Lender and its counsel with priority satisfactory to the Lender, subject to Permitted Liens;

 

(iv) evidence to the satisfaction of the Lender that all directors, shareholders, regulatory, governmental, and other approvals necessary in connection with the execution and delivery of the Loan Documents and the consummation of the transactions contemplated thereby have been obtained;

 

(v) certified copies of each of: (i) the constating documents of the Borrower and each Guarantor; (ii) the resolutions authorizing the execution, delivery and performance of each of the Borrower’s and each Guarantor’s respective obligations under the Loan Documents and the transactions contemplated herein; (iii) the incumbency of the officers of the Borrower and each Guarantor; and (iv) the share register of each Guarantor;

 

(vi) a certificate of status, good standing, or equivalent for all relevant jurisdictions in respect of the Borrower and each Guarantor;

 

(vii) evidence to the satisfaction of the Lender that all existing Debt of the Borrower and each Guarantor (other than Permitted Debt) has been subordinated to the Loan and that the Security constitutes a first ranking security interest against the Borrower and each Guarantor;

 

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(viii) an executed copy of the Warrant Certificate in the form attached hereto as Schedule “K”; which for greater certainty, shall be issued subject to all applicable laws (including the policies of the Canadian Securities Exchange);

 

(ix) an executed copy of the Validity Guarantee;

 

(x) a certificate evidencing the insurance coverage required to be maintained by the Borrower pursuant to this Agreement;

 

(xi) receipt by the Lender of all fees due and payable to the Lender on the Closing Date pursuant to or otherwise in respect of this Agreement and the term sheet executed by the parties hereto, including payment to the Lender of all reasonable fees, costs and expenses (invoiced or estimated) payable by the Lender to the Lender’s counsel in respect of the Loan Documents;

 

(xii) satisfactory review by the Lender of the financial arrangements of the Borrower and each Guarantor and satisfactory completion by the Lender of its financial, operational and other due diligence of the Borrower and each Guarantor;

 

(xiii) evidence to the satisfaction of the Lender that no Default or Event of Default has occurred and is continuing or would result from making the Advance and a senior officer of the Borrower shall have certified the same to the Lender;

 

(xiv) evidence to the satisfaction of the Lender that no Material Adverse Change has occurred including, without limitation, as a result of changes to any applicable laws;

 

(xv) the certification of a senior officer of the Borrower that no material default or breach has occurred under any of the Material Contracts;

 

(xvi) evidence to the satisfaction of the Lender that all representations and warranties of the Borrower in this Agreement are true and correct as of the date of the Advance;

 

(xvii) current legal opinions addressed to the Lender from counsel to the Borrower and each Guarantor, relating to such matters as the Lender may reasonably require;

 

(xviii) an executed copy of the post-closing undertaking agreement (the “Post-Closing Undertaking”). For greater certainty, where any item contained in this Section 3(a) is to be delivered pursuant to the Post-Closing Undertaking, the timing for delivery of each such item shall be determined by the Post-Closing Undertaking;

 

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(xix) such other agreements, documents and instruments as the Lender may reasonably require.

 

(b) The conditions set forth in Section 3(a) are inserted for the sole benefit of the Lender and may be waived by the Lender, in whole or in part, (with or without terms or conditions) for any purpose at any time.

 

4. Conditions Precedent to Subsequent Advances

 

(a) The obligations of the Lender under this Agreement to make subsequent Advances are subject to and conditional upon the following conditions precedent being satisfied:

 

(i) the Borrower shall have given a Draw Request to the Lender in accordance with the notice requirements provided herein;

 

(ii) there being no actual or pending Material Adverse Change in the business of the Borrower;

 

(iii) the representations and warranties set forth herein and in the other Loan Documents shall be true and correct in all material respects as of the time of the Advance, except for any such representations and warranties which are specifically expressed to have been given only as at the date of this Loan Agreement;

 

(iv) there being no breach of any of the covenants set forth in Section 11 or Section 12 of this Loan Agreement, nor shall the making of the Advance result in the occurrence of a breach of the same;

 

(v) subject to the Post-Closing Undertaking, any covenants required by Section 3 of this Loan Agreement that have not been performed as of the date of a subsequent Advance shall be performed;

 

(vi) no Default or Event of Default shall have occurred and be continuing, nor shall the making of the Advance result in the occurrence of any Default or Event of Default; and

 

(vii) the then Outstanding Principal Obligations, together with the amount requested in the Draw Request, do not exceed the Facility Maximum Amount.

 

5. Interest

 

(a) Interest. The Borrower shall pay to the Lender interest on the Outstanding Principal Obligations calculated daily based on the actual number of days elapsed in a year of three hundred and sixty five (365) or three hundred and sixty six (366) days (as applicable) and payable monthly at a rate equal to eleven and a half percent (11.5%) per annum.

 

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(b) Interest Payments. Accrued interest shall be paid monthly, in arrears, on the last day of each calendar month. In the event that the last day of a calendar month is not a Banking Day, then the interest payment to be made on that date shall be made on the immediately preceding Banking Day.

 

(c) Interest on Overdue Amounts. If any sum due and payable by the Borrower hereunder is not paid when due in accordance with the applicable provisions of this Agreement (whether on its stipulated due date, on demand, on acceleration or otherwise) or upon notification to the Borrower by the Lender of the occurrence of an Event of Default, and provided such Event of Default and/or the interest payable has not been cured or paid by the Borrower or waived by the Lender, then the Borrower shall pay to the Lender interest on the outstanding balance of such overdue sum (including principal, interest, fees and other amounts) at the rate of 18% per annum (the “Default Rate”), subject to and only to the extent permitted by applicable law, calculated daily and compounded and payable monthly on the first Banking Day of each month from and after the due date of such sum or the date of the occurrence of the Event of Default to and including the date of payment in full.

 

(d) Interest Generally. Interest payable on any amount under this Agreement shall accrue and be payable both before and after maturity, demand, default and judgment at the applicable rate set out in Section 5(a) with interest on overdue interest at the rate set out in Section 5(c) until paid.

 

(e) Interest Act Compliance. For the purposes of the Interest Act (Canada) and applicable law, any rate of interest made payable under the terms of this Agreement at a rate or percentage (the “Contract Rate”) for any period that is less than a consecutive 12 month period, such as a 360 or 365 day basis, (the “Contract Rate Basis”), is equivalent to the yearly rate or percentage of interest determined by multiplying the Contract Rate by a fraction, the numerator of which is the number of days in the consecutive twelve (12) month period commencing on the date such equivalent rate or percentage is being determined and the denominator of which is the number of days in the Contract Rate Basis.

 

(f) Effective Rate. If the aggregate “interest” or “fees” payable hereunder is deemed by a court to be in the nature of an unlawful penalty, or if any payment, collection or demand pursuant to this agreement in respect of “interest” or “fees” is determined to be unlawful in any respect, such payment, collection or demand shall be deemed to have been made by mutual mistake of the Borrower and the Lender and the amount of such payment or collection shall be refunded to the Borrower. For purposes hereof, the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the term of the Loan on the basis of annual compounding of the lawfully permitted rate of interest and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Lender will be conclusive for the purposes of such determination. If it is not determinable which particular payment or collection is determined to be unlawful and contrary to the law, the Lender will, in consultation with the Borrower, determine the payments or collections to be refunded.

 

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(g) No Deemed Reinvestment. The principle of deemed reinvestment of interest shall not apply to any interest, discount or fee calculation under this Agreement.

 

(h) Rates are Nominal Rates. The rates of interest, discount and fees stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

 

6. Fees

 

(a) Placement Fee. The Borrower shall pay, and shall be obligated to pay, contemporaneously with the execution of this Agreement, a placement fee to the Lender on or before the Closing Date in the amount of Two Hundred and Ten Thousand Canadian Dollars (CDN$210,000) representing three and a half percent (3.5%) of the Facility Maximum Amount. Notwithstanding the foregoing, the Borrower may elect to capitalize the placement fee in order to satisfy the same.

 

(b) Management Fee. Commencing on the Closing Date until the repayment in full of all amounts owing hereunder, the Borrower shall pay to the Lender a monthly administrative fee in the amount of Three Hundred Canadian Dollars (CDN$300.00), which administrative fee shall be payable on the last day of each month, beginning in the month in which the initial Advance occurs.

 

(c) Renewal Fee. If the Facility is renewed in accordance with Section 2(g), the Borrower shall pay, and shall be obligated to pay, a Renewal Fee to the Lender in the amount of one and a half percent (1.5%) of the then Outstanding Debt, which shall be paid on or before the renewal date.

 

7. Payments and Prepayments

 

(a) Maturity Date. Unless the Loan Obligations are required to be repaid at an earlier date pursuant to the terms hereof, and subject to the Loan being renewed in accordance with Section 2(g), the Borrower shall repay the Outstanding Debt together with all other amounts owing hereunder on the Initial Maturity Date. If the Loan is renewed, then the Borrower shall repay the Outstanding Debt together with all other amounts owing hereunder on the Renewal Maturity Date.

 

(b) Prepayments. The Borrower shall have the right to prepay all or a portion of the Outstanding Debt and any other amounts outstanding, at any time or from time to time, upon thirty (30) days’ prior written notice to the Lender, and subject to satisfaction of Section 7(c). Any pre-payment of Outstanding Principal Obligations will permanently reduce the Facility Maximum Amount of the Lender under the Loan and cannot be advanced again to the Borrower. Partial prepayments must be in amounts of not less than Two Hundred and Fifty Thousand Canadian Dollars (CDN$250,000.00).

 

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(c) Minimum Interest. In the event that the prepayment by the Borrower of all or a portion of the Outstanding Debt in accordance with Section 7(b) occurs, the Lender shall receive at the time of such prepayment, as consideration for the Lender making the Loan available to the Borrower, a fee in an amount such that the Lender shall have received a minimum interest return over the term equal to six (6) months of interest calculated on the amount being prepaid.

 

(d) Place of Payment. Each payment in respect of Outstanding Principal Obligations, interest, fees and other amounts owing by the Borrower under or otherwise in respect of any Loan Document shall be made for value at or before 1:00 p.m. (Toronto time) on the day such payment is due, provided that, if any such day is not a Banking Day, such payment shall be deemed for all purposes of this Agreement to be due on the Banking Day immediately preceding such day (and any such adjustment shall be taken into account for purposes of the computation of interest and fees payable under this Agreement). All payments shall be made by wire transfer to the Lender pursuant to the wire instructions set out in Schedule “C” or such other commercially reasonable means that the Lender may from time to time advise the Borrower in writing. Any payment received after 1:00 p.m. (Toronto time) on a Banking Day shall be credited for value on the next following Banking Day.

 

8. Security

 

(a) Security Documents. As general and continuing security to secure the due payment and performance of the Loan Obligations, the Borrower shall deliver on the Closing Date or in accordance with the timelines set forth in the Post-Closing Undertaking to the Lender, or cause the delivery to the Lender of, each of the agreements, documents and instruments (each in form and substance satisfactory to the Lender) listed below to be executed and/or delivered by the Borrower or a Guarantor:

 

(i) a general security agreement from the Borrower and each Guarantor in favour of the Lender, constituting a first-priority Lien (subject to Permitted Liens) on all of the present and future personal (movable) property of the Borrower and each Guarantor;

 

(ii) an unlimited guarantee agreement by each Guarantor in favour of the Lender to guarantee the Loan Obligations;

 

(iii) the Validity Guarantee;

 

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(iv) a pledge of shares, or a mortgage over shares, as applicable, granted by: (a)          (or such Person who may from time to time be the registered holder of shares beneficially owned by         ) to the Lender with respect to the shares beneficially held by          in the capital of the Borrower, it being understood that (A) certain of the pledged shares in the Borrower are subject to escrow conditions in accordance with applicable securities laws, and that such escrowed shares shall be delivered to the Lender promptly following their release from escrow, and (B) REDACT                                                                                                                                                                                                                                                                                                                                                                                                                                              ;

 

(v) a negative covenant agreement granted by the Borrower and each Guarantor that is not a Secured Guarantor;

 

(vi) such further security agreements, deeds or other instruments of conveyance, assignment, transfer, mortgage, pledge or charge as the Lender may reasonably request to effectively secure the undertaking, property and assets of the Borrower and each Guarantor in the manner contemplated by the security referred to in (i) through (iii) above.

 

(b) Insurance. The Borrower will cause the Lender (or its representative) to be named as a first loss payee and additional insured on all insurance policies relating to the assets covered by the Security (including credit insurance policies). Each policy must contain a “mortgage clause” and must also provide that the insurer will give to the Lender at least thirty (30) days’ written notice of intended cancellation or non-renewal. The Borrower must furnish to the Lender on the Closing Date evidence satisfactory that the required insurance coverage is in effect.

 

(c) Valid Lien. All Security shall constitute a valid first ranking Lien which Lien shall be a first priority Lien on the assets charged thereby subject only to the Permitted Liens.

 

(d) Survival of Representations, Warranties and Covenants. All agreements, representations, warranties and covenants made by the Borrower and any Guarantor in the Loan Documents or otherwise with respect thereto or any transactions contemplated thereby, shall be considered to have been relied upon by the Lender and shall survive the execution and delivery of the Loan Documents or any investigation made at any time by or on behalf of the Lender and any disposition or payment of the Loan until repayment in full of all Loan Obligations and termination of the Loan.

 

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(e) Further Assurances. The Borrower shall, forthwith and from time to time on request from the Lender, execute and deliver or cause to be executed and delivered, all such reasonable agreements, documents and instruments (including any change to any Loan Document) and do or cause to be done all such other matters and things which in the reasonable opinion of the Lender or the Lender’s counsel may be necessary to give the Lender (so far as may be possible under any applicable law) the Liens and the priority intended to be created by the Loan Documents or to facilitate realization under such Liens.

 

9. Legal Fees and Expenses

 

The Borrower shall on demand of the Lender pay all reasonable legal and due diligence expenses incurred by the Lender, including the reasonable fees, charges and disbursements of counsel (plus applicable HST) in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; provided that all legal and due diligence costs incurred by the Lender’s counsel for the period up to and including the Closing Date shall be capped at a maximum of                         , plus applicable HST and disbursements. Any of the foregoing expenses in excess of One Thousand Canadian Dollars (CDN$1,000), other than legal fees, shall be pre-approved in writing by the Borrower.

 

The Borrower further agrees to pay all reasonable fees, charges, expenses and disbursements incurred by the Lender and Lender’s counsel (plus applicable taxes) in connection with any amendment to or modification of the Loan Documents and any other deliverables as defined in the Post-Closing Undertaking, in each case subject to a maximum cap to be agreed upon by the Lender and Borrower at a later date prior to the incurring of such fee, charge, expense and disbursement, each acting reasonably.

 

The Borrower further agrees to pay: (i) all reasonable expenses incurred by the Lender, including the fees, charges and disbursements of counsel, in connection with the waiver, enforcement, protection and preservation of its rights and remedies in connection with this Agreement and the other Loan Documents, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Loan.

 

If the Borrower fails to make any required payments as set forth in this Section 9, the Lender can deduct the amounts owing by the Borrower from any future Advances or add the amounts owing to the Outstanding Debt.

 

10. Representations and Warranties

 

The Borrower represents and warrants as follows to the Lender and the Borrower acknowledges and confirms that the Lender is relying upon such representations and warranties:

 

(a) Corporate Status. The Borrower and each Guarantor is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation as set out in Schedule “E” and the Borrower and each Guarantor has all necessary corporate power and authority to conduct its business as presently conducted and to own or lease its properties and assets in each jurisdiction where such properties and assets are situated or such business is conducted.

 

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(b) Corporate Power and Authority. The Borrower and each Guarantor has full corporate power and authority to enter into each Loan Document to which it is a party, and to do all acts and things and execute and deliver all documents as are required hereunder or thereunder to be done, observed or performed by it in accordance with the terms thereof.

 

(c) Compliance. The Borrower and each Guarantor are in compliance in all material respects with all applicable laws, including for certainty all Cannabis Laws. The Borrower, the Borrower’s ownership of each Guarantor, and each Guarantor’s business have been and are being conducted in compliance with Cannabis Laws and the Regulator Licenses.

 

(d) Authorization and Enforceability. The Borrower and each Guarantor has taken all necessary corporate action to authorize the creation, execution, delivery and performance of the Loan Documents to which it is a party, and to observe and perform the provisions of each in accordance with its terms. This Agreement and each of the other Loan Documents to which it is a party have been delivered by the Borrower and each Guarantor and constitutes valid and legally binding obligations of the Borrower and each Guarantor which are enforceable against each of them in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and to the availability of equitable remedies. The Chief Executive Officer and the Chief Financial Officer of the Borrower have read and understand the terms of the Loan Documents to which the Borrower and each Guarantor are to become a party to.

 

(e) Conflict with Constating Documents, Agreements and Applicable Law. The execution and delivery by the Borrower and each Guarantor and the performance by each of them of their respective obligations under, and compliance with the terms, conditions and provisions of, the Loan Documents to which they are a party will not: (i) conflict with or result in a breach of any of the terms or conditions of (a) its constating documents, by-laws or any shareholders’ agreement; (b) any applicable law, including Cannabis Laws; (c) any contractual restriction binding on or affecting it or its properties; or (d) any judgment, judgment or order, writ, injunction or decree of any court which is binding on it; or (ii) result in, require or permit: (a) the imposition of any Lien in, on or with respect to any of its assets or property (except in favour of the Lender); or (b) the acceleration of the maturity of any Debt.

 

(f) No Other Authorization or Consents Necessary. Other than such filings as are necessary to perfect the Security hereunder, no action (including, the giving of any consent, licence, right, approval, authorization, registration, order or permit) of, or filing with, any governmental or public body or authority is required by the Borrower or any Guarantor to authorize, or is otherwise required by the Borrower or any Guarantor in connection with, the execution, delivery and performance by the Borrower and each Guarantor of any Loan Documents to which it is a party or in order to render this Agreement or any of the other Loan Documents to which it is a party legal, valid, binding or enforceable against it, except those actions which have been obtained or filings which have been made.

 

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(g) No Third Party Consents. No consent or approval of any other party is required in connection with the execution, delivery and performance by the Borrower and each Guarantor of any Loan Document to which it is a party or in order to render each of the other Loan Documents legal, valid, binding or enforceable.

 

(h) No Default or Event of Default. No event has occurred and is continuing which constitutes a Default or an Event of Default nor will any such Default or Event of Default occur by reason of it entering into any Loan Document or performing its obligations thereunder or entitling itself to any benefits available to it thereunder.

 

(i) No Action for Winding-Up or Bankruptcy. Other than with respect to any action taken or contemplated by the Borrower with respect to winding up, dissolving, divesting its interest in, or taking such other action to terminate or cease business operations, whether in whole or in part, of Smoker’s Corner Ltd. or some or all of the business locations operated directly or indirectly by Smoker’s Corner Ltd., provided that any such action does not result in a Material Adverse Change, there has been no voluntary or involuntary action taken either by or against the Borrower or a Guarantor for its winding-up, dissolution, liquidation, bankruptcy, receivership, administration or similar or analogous events in respect of all or any material part of its assets or revenues.

 

(j) Authorized and Outstanding Capital. The authorized and outstanding capital of the Borrower and each Guarantor is as set out in Schedule “D” and each of the shares indicated in such schedule has been issued and is outstanding as fully paid and non-assessable and none of such shares is subject to any voting trust or shareholders’ agreement.

 

(k) No Subsidiaries. Save and except for the Corporate Subsidiaries provided for in Schedule “L”, neither the Borrower nor any Corporate Subsidiary has any other Subsidiary.

 

(l) Taxes. The Borrower and each Guarantor has duly and timely filed all federal, provincial or other tax returns which it is required by applicable law to file and all Taxes, assessments and other duties levied by the various governmental authorities with respect to the Borrower and each Guarantor have been paid when due, except to the extent that payment thereof is being contested diligently and in good faith thereby in accordance with the appropriate procedures, for which adequate reserves have been established in the books of the Borrower and each Guarantor, as the case may be. There is no material inquiry, action, suit, dispute, objection, appeal, investigation, audit, claim or other proceeding either in progress, pending, or to the best of the knowledge of the Borrower and Guarantors threatened by any governmental authority regarding any Taxes or tax returns, nor has the Borrower or any Guarantor requested, offered to enter into, or entered into, any agreement or arrangement, or executed any waiver providing for any extension of time within which it is required to pay, remit or collect any Taxes, file any tax returns or any governmental authority may assess, reassess or collect Taxes for which it is or may be liable.

 

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(m) Litigation. There are no actions, suits or proceedings instituted or pending nor, to the knowledge of any of the Borrower or Guarantors, after due inquiry and all reasonable investigation, threatened, against the Borrower or any Guarantor or its property before any court or arbitrator or any governmental body or instituted by any governmental body, commission, department or instrumentality, which, if decided against such party, could reasonably be expected to result in a Material Adverse Change and none of the Borrower or Guarantors is in default with respect to any law, regulation, order, writ, judgment, injunction or award of any competent government, commission, board, agency, court, arbitrator or instrumentality which could reasonably be expected to result in a Material Adverse Change.

 

(n) No Judgments. None of the Borrower or Guarantors is subject to any judgment, order, writ, injunction, decree or award, or to any restriction, rule or regulation (other than customary or ordinary course restrictions, rules and regulations consistent or similar with those imposed on other Persons engaged in similar businesses) which has not been stayed, or of which enforcement has not been suspended, which results in a Material Adverse Change on the Borrower or Guarantors, its property or its business.

 

(o) Licences, etc. and Compliance with Laws. All licences, franchises, certificates, consents, rights, approvals, authorizations, registrations, orders and permits required to enable the Borrower and each Guarantor to carry on its business as now conducted by it and to own, lease and operate its properties have been duly obtained and are currently subsisting. The Borrower and each Guarantor has complied in all material respects with all terms and provisions presently required to be complied with by it in all such material licences, franchises, certificates, consents, rights, approvals, authorizations, registrations, orders and permits and with all applicable laws and it is not in violation of any of the respective provisions thereof and in each case where such non-compliance or violation could reasonably be expected to result in a Material Adverse Change.

 

(p) Places of Business. Schedule “E” lists the head office and chief executive office of the Borrower and each Guarantor as well as each location in which any of them currently maintains assets or has maintained assets within the last 36 months.

 

(q) Ownership of Properties. The Borrower and each Guarantor has good and valid title to all of its assets including the tangible and intangible personal (movable) property reflected as assets in their books and records. The Borrower and each Guarantor owns, leases or has the lawful right to use all of the assets necessary for the conduct of its business. Except as disclosed in Schedule “M”, none of the Borrower or any Guarantor owns any real or immovable property or any assets which constitute “fixture” being personal property which has been so annexed to the realty that it is regarded as a part of the real property.

 

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(r) Intellectual Property. As of the date hereof, all patents, trademarks, trade names, service marks, copyrights, industrial designs and other similar rights owned by any of the Borrower or the Guarantors, are described in Schedule “F”. As of the date hereof, except as set forth in Schedule “F”, no claim has been asserted and is pending by any Person with respect to the use by any of the Borrower or the Guarantors of any intellectual property or challenging or questioning the validity, enforceability or effectiveness of any intellectual property described in Schedule “F”. Except as disclosed in Schedule “F”: (i) each of the Borrower and Guarantors has the right to use the intellectual property which such Person owns, (ii) all applications and registrations for such intellectual property are current, and (iii) to the knowledge of the Borrower, no other Person has asserted that the conduct of the Business infringes the intellectual property rights of any other Person.

 

(s) Material Contracts. A true and complete copy of each Material Contract existing at the date hereof has been delivered to the Lender and each Material Contract is in full force and effect. All Material Contracts are in force and effect, unamended, and the Borrower and the Guarantors and, to the knowledge of the Borrower, each counterparty thereto, are in compliance in all material respects with all of their respective obligations under such Material Contract and no breach or default has occurred. Each Material Contract is a binding agreement of each other Person who is a party to the Material Contract.

 

(t) Security. No further action is necessary on the part of Lender, the Borrower or any Guarantor in order to establish, preserve, protect and perfect the Security over all of the assets, property and undertaking of the Borrower and each Guarantor granting Security.

 

(u) Permitted Liens. Except for Permitted Liens, there are no Liens upon or with respect to any of the assets or property that are subject to the Security.

 

(v) Material Adverse Change. No Material Adverse Change has occurred.

 

(w) Securities Accounts. None of the Borrower or any Guarantor has established nor maintains any securities account or has any securities entitlement (as those terms are defined in the Securities Transfer Act, 2006 (Ontario) (“STA”) and has not granted to any Person a security interest in any of their collateral which has been perfected by control (as such term is defined in the STA).

 

(x) Insurance. The Borrower and each Guarantor maintains in full force and effect insurance in accordance with good commercial practice for all of their property and assets in accordance with good commercial practice for the business in which they are engaged.

 

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(y) Existing Debt. Except as set forth in Schedule “H”, there is no existing Debt outstanding for the Borrower or any Corporate Subsidiary.

 

(z) Full Disclosure. To the best of Borrower’s knowledge and belief, after due inquiry, no written information or document furnished by or on behalf of Borrower and each Guarantor to the Lender in connection with the negotiation or confirmation of the transactions as contemplated hereby (including, without limitation, the financial statements) contain, as of the time such information or documents were furnished, any untrue statement of a material fact or omitted as of such time, a material fact necessary to make the statements contained herein or therein not misleading and all expressions of expectation, intention, belief and opinion contained therein were honestly made on reasonable grounds after due and careful inquiry. There is no fact of which the Borrower is aware as of the date hereof, after due and diligent inquiry, that has not disclosed to the Lender in writing which materially adversely affects, or so far as it can now reasonably foresee, will materially adversely affect its assets, liabilities, affairs, business, prospects, operations or conditions, financial or otherwise, or its ability to perform its obligations under the Loan Documents.

 

11. Affirmative Covenants

 

Until payment in full of all Loan Obligations owing by the Borrower to the Lender, the Borrower covenants and agrees with the Lender, unless the Lender otherwise consents in writing, that the Borrower will and will cause each Corporate Subsidiary to:

 

(a) duly and punctually pay each sum payable by it under each Loan Document to which it is a party in the manner specified in such Loan Document;

 

(b) use the entire proceeds of the Loan only for the purposes set out in Section 2(e);

 

(c) fully and effectually maintain and keep maintained the Security granted to the Lender under the Security Documents as a valid and effective first priority Lien (subject only to Permitted Liens) at all times;

 

(d) ensure that all representations and warranties made in this Agreement are true and correct at all times, except for representations made as of a date expressly stated therein.

 

(e) insure and keep insured all property and assets of the Borrower and Guarantors in accordance with good commercial practice for the business in which the Borrower are engaged;

 

(f) maintain its corporate existence in good standing and do or cause to be done all things necessary to keep in full force and effect all properties, rights, franchisees, licences and qualifications which are material for the Borrower and each Guarantor to carry on business in any jurisdiction in which it carries on business and to maintain all of its respective properties and assets consistent with industry standards;

 

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(g) continue to conduct and operate its business in a proper, efficient and business-like manner;

 

(h) comply, in all material respects with all applicable laws, including Environmental Laws, Cannabis Laws, and Regulator Licenses;

 

(i) pay or cause to be paid, when due, all Taxes, property taxes, business taxes, social security premiums, assessments and governmental charges or levies imposed upon it or upon its income, sales, capital or profit or any, material part of any property belonging to it;

 

(j) unless otherwise agreed to by the Lender, pay or cause to be paid to the Lender, all net cash proceeds from the disposition by the Borrower or any Corporate Subsidiary in respect of an Asset Sale;

 

(k) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and its assets and business in accordance with generally accepted accounting principles;

 

(l) subject to all confidentiality obligations of the Borrower arising under applicable laws or under contract, and compliance with applicable laws (including the policies of the Canadian Securities Exchange), permit the Lender at any reasonable time or times, following reasonable notice to the Borrower, to visit the properties of and examine and make copies of and abstracts from the books and records of, the Borrower or any Guarantor and to meet with management of the Borrower;

 

(m) subject only to a similar right granted by the Borrower in favour of                 , provide the Lender with the first right to provide additional financing to the Borrower, and the right to match any bona fide financing proposal from a third party funding source;

 

(n) subject to compliance with applicable laws (including the policies of the Canadian Securities Exchange), and subject further to the Borrower’s board of directors satisfying its fiduciary duties, the Borrower shall, within a reasonable period of time following the initial Advance, appoint a candidate mutually agreed upon by the Lender and the Borrower to the Borrower’s board of directors;

 

(o) provide notice to the Lender of all meetings of the board of directors and shareholders of the Borrower as if the Lender was a member of the board of directors or a shareholder, as the case may be, and subject to all confidentiality obligations of the Borrower arising under applicable laws or under contract, and compliance with applicable laws (including the policies of the Canadian Securities Exchange), grant to a representative of the Lender access to such meetings in the capacity of observer; provided that the representative of the Lender shall recuse itself from any such meeting, or portion thereof, where the board of directors of the Borrower, acting in good faith, determines that representation of the Lender would result in a conflict of interest or that an in camera session is appropriate;

 

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(p) comply in all material respects and perform its obligations under all leases (whether real or personal property), contracts and other agreements (including, without limitation, the Material Contracts) to which it is a party or by which it is bound. Notwithstanding the foregoing or anything to the contrary herein, the Borrower and each Corporate Subsidiary, provided that they have received the prior written consent of the Lender, shall be entitled to refuse to comply with or perform one or more of their respective obligations under any such lease, contract or other agreement in connection with: (i) the termination or discontinuance by the Borrower or a Corporate Subsidiary, as the case may be, of any such lease, contract or other agreement; or (ii) any commercially reasonable action taken by the Borrower or a Corporate Subsidiary in connection with any existing or imminent dispute or disagreement with respect to any such lease, contract or other agreement;

 

(q) at the request of the Lender, from time to time, provide to the Lender certified copies of all Material Contracts;

 

(r) provide, at the request of the Lender, a guarantee and any other security (including ancillary documents thereto, such as certificates of status, officers certificates and opinions) from any Corporate Subsidiary (irrespective of whether such Person is a Corporate Subsidiary on the date hereof or subsequently becomes a Corporate Subsidiary) in favour of the Lender;

 

(s) promptly notify the Lender of any newly formed Corporate Subsidiary;

 

(t) promptly notify the Lender if any Corporate Subsidiary that is not a Secured Guarantor obtains or has assets in the aggregate amount of One Hundred Thousand Canadian Dollars (CDN$100,000) or greater, or if any Corporate Subsidiary that is not a Secured Guarantor has annual revenue of One Hundred Thousand Canadian Dollars (CDN$100,000) or greater;

 

(u) at any time that any Corporate Subsidiary which is not a Secured Guarantor holds cash equalling an amount greater than One Hundred Thousand Canadian Dollars (CDN$100,000), cause such Corporate Subsidiary to transfer such excess amount to a Secured Guarantor;

 

(v) promptly notify the Lender if any of the Borrower or the Guarantors acquires any real (immovable) property and take all actions required by the Lender to provide first ranking security on such property in favour of the Lender, subject to Permitted Liens;

 

(w) promptly notify the Lender if any of the Borrower or the Guarantors acquires any property situated outside the jurisdictions listed in Schedule “E”;

 

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(x) promptly, upon the request of the Lender, grant to the Lender any Lien on any of the assets of any or all of the Corporate Subsidiaries, whether now owned or hereafter acquired, to the extent that a security interest forming part of the Security has not already been granted by such Corporate Subsidiary, subject to Permitted Liens; and

 

(y) take, and cause each Corporate Subsidiary to take, any reasonable action required to perfect, or maintain the ranking, perfection or validity of, the security interest granted by the Borrower in the Security Documents in respect of shares and securities owned by the Borrower in each Corporate Subsidiary and shall not take, and cause each Corporate Subsidiary to not take, any action intended to, or the result of which would, impair such perfection, rank or validity.

 

12. Negative Covenants

 

Until payment in full of all Loan Obligations owing by the Borrower to the Lender, the Borrower covenants and agrees with the Lender, unless the Lender otherwise consents in writing, that the Borrower will not and shall cause each Corporate Subsidiary to not:

 

(a) permit any Liens (except for Permitted Liens) to exist upon or with respect to any of its property or assets that is subject to the Security;

 

(b) sell, transfer or otherwise dispose of or enter into any agreement to sell, transfer or otherwise dispose of, all or any non-immaterial part of the property or assets that is subject to the Security other than in the ordinary course of its business, it being understood that, notwithstanding the foregoing, the Borrower and each Corporate Subsidiary shall be entitled to sell, transfer or otherwise dispose of, in whole or in part, one or more development permits held by the Borrower or a Corporate Subsidiary;

 

(c) permit the sale, transfer, assignment of, or granting of any Security on, any equity interest in the Borrower or any Guarantor;

 

(d) incur any additional Debt nor issue any Debt securities except for Permitted Debt, except that the Borrower shall be permitted to issue Debt securities provided that such Debt securities rank subordinate to the Security and the new lender(s) and the Lender enter into an inter-creditor agreement satisfactory to the Lender in its sole and absolute discretion;

 

(e) change the location of its registered or head office or chief executive office or its name, without adequate prior notice to the Lender in order to allow the Lender to complete, at the Borrower’s expense all registrations or filings in such other jurisdictions as the Lender shall consider necessary or advisable in protecting or preserving the Lender’s first priority Lien;

 

(f) enter into any corporate transaction with any other Person (whether by way of reconstruction, reorganization, amalgamation, merger, arrangement, winding-up or otherwise) or alter its share capital structure without the approval of the Lender;

 

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(g) begin to conduct business in any new Subsidiary without the prior written consent of the Lender; it being agreed that the Borrower shall cause any new Subsidiary to comply with the requirements set forth in Section 11(r);

 

(h) make distributions of any kind whether by way of dividend, return of capital, repayment of shareholder loans, or otherwise on the outstanding securities of the Borrower and any Corporate Subsidiaries without the prior written consent of the Lender;

 

(i) the Borrower shall not make any interest or principal repayments on any Debt, except that the Borrower may make cash interest payments on the Debt identified in Schedule “J” under the heading “Permitted Cash Interest Payments”, the Borrower may make cash repayments on the Debt identified in Schedule “J” under the heading “Permitted Cash Repayments”, and the Borrower shall be entitled to issue securities to satisfy any of its interest and principal payment and repayment obligations identified in Schedule “J” under the heading “Permitted Share Payment and Repayments”, provided that with respect to                         , the Borrower shall (A) use commercially reasonable efforts to negotiate with the holder thereof to extend the maturity date to mature after the Initial Maturity Date or (B) have the holder convert the principal amount of such promissory note into equity of the Borrower. Notwithstanding the foregoing, to the extent that the Borrower is unable to extend the maturity date or cause the holder of the          to convert the principal amount of such promissory note into equity of the Borrower, the Borrower shall be entitled to repay such outstanding indebtedness, provided that the Borrower (i) will either be cash flow neutral or cash flow positive, as mutually determined by the Lender and Borrower, each acting reasonably; and (ii) has raised equity capital subordinate to the Lender in the minimum amount of Five Million Canadian Dollars (CDN$5,000,000), it being understood that such capital raise may occur through an M&A transaction with a company with cash balances that would not otherwise be depleted such as through additional operating losses;

 

(j)                                                      , it being understood that, notwithstanding the foregoing, the Borrower intends to, on or before, or following, the Closing Date,                                                                                                          ;

 

(k) purchase or redeem any of its common or preferred shares;

 

(l) without the prior written consent of the Lender, the Borrower shall not, directly or indirectly, enter into or allow its Subsidiaries to enter into, any agreement with, make any financial accommodation for, or otherwise enter into any transaction with (i) an Affiliate of the Borrower; (ii) any Person that directly or indirectly owns or controls more than ten percent (10%) of the voting rights of the Borrower, (iii) any Affiliate of a Person described in clause (ii); (iv) any Person that is an officer or director of the Borrower or any Guarantor, or of any Affiliate of such Person, or (v) any immediate family member of any of the foregoing;

 

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(m) undertake any business transactions outside the ordinary course of business, including without limitation make any financial accommodation to any Person to the extent such financial accommodation is outside the ordinary course of business;

 

(n) without the prior written consent of the Lender, make any Acquisitions except for Permitted Acquisitions;

 

(o) save and except as described in Schedule “I”, make any payments of interest or principal repayments on any Debt outstanding other than payments owing to the Lender pursuant to the Loan Documents, and trade debts, obligations or other liabilities incurred in the ordinary course of business; notwithstanding the foregoing, the Borrower shall be entitled to issue securities to satisfy any of its interest and principal repayment obligations provided;

 

(p) cause or permit, whether upon the happening of any contingency or otherwise, any of the assets of any Guarantor, whether now owned or hereafter acquired, to be subject to any security interest or other lien or encumbrance, other than Permitted Liens;

 

(q) the Borrower or Guarantors shall not move any of their assets outside the jurisdictions listed in Schedule “E”. Further, the Borrower agrees not to transfer, sell, assign any material Intellectual Property to any Guarantor without the written consent of the Lender, not to be unreasonably withheld; and

 

(r) permit the amount of any letter of credit secured by cash collateral to increase without a corresponding increase in the cash collateral and to the extent that there is a reduction in cash collateral, such reduction shall be accompanied by a reduction in the amount of the applicable letter of credit.

 

13. Reporting Requirements

 

(a) The Borrower shall deliver to the Lender: (i) monthly financial reports on a consolidated basis of the Borrower and Guarantors no later than fifteen (15) days after each month end, as internally prepared for the management; (ii) quarterly financial reports on a consolidated basis of the Borrower and Guarantors, as and when internally prepared for the management but at a minimum within forty-five (45) days of the end of each fiscal quarter; and (iii) the Borrower’s audited annual financial statements on a combined basis, with no material adverse qualification, within one hundred and eighty (180) days of its year end.

 

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(b) The Borrower shall as soon as it obtains knowledge of any Material Adverse Change give notice to the Lender of such Material Adverse Change.

 

(c) The Borrower shall as soon as it obtains knowledge of any Default or Event of Default, give notice to the Lender of such Default or Event of Default, together with an outline in reasonable detail of the action it is taking to remedy such Default or Event of Default.

 

(d) The Borrower shall promptly notify the Lender of:

 

(i) any material action, suit, proceeding, complaint, notice, order or claim which is commenced or issued or of which it becomes aware which is pending or issued against or, to the best of its information, knowledge and belief, after due inquiry and all reasonable investigation, affecting the Borrower, a Guarantor or any of their undertaking, property and assets at law, in equity or before any arbitrator or before or by any governmental department, body, commission, board, bureau, agency or instrumentality in respect of which the Borrower or a Guarantor determine in good faith that there is a reasonable possibility of a determination adverse to the Borrower or a Guarantor and which will likely result in a Material Adverse Change; and

 

(ii) any change in the name or jurisdiction of incorporation or organization of the Borrower or a Guarantor and of any change in the location of its registered office or its chief executive office or principal place of residence or its material assets.

 

14. Events of Default

 

The occurrence of any one or more of the following events shall constitute a default under this Agreement:

 

(a) Default in Payment. If the Borrower fails to pay any Outstanding Principal Obligations, interest, fees or other amounts as and when the same becomes due and payable under this Agreement or any other Loan Documents;

 

(b) Default in Performance, Etc. If the Borrower or a Guarantor defaults in the performance or observance of any term, condition or covenant contained in this Agreement or any other Loan Document;

 

(c) Security. If the Security, or any part thereof, ceases at any time after its execution and delivery to constitute a Lien of the rank contemplated by this Agreement;

 

(d) Proceedings against the Borrower or a Guarantor. If an execution, writ of seizure and sale, or any other analogous process of any court becomes enforceable against the Borrower or Guarantor (except if (i) such process is contested in good faith by appropriate proceedings and for which a reserve reasonably satisfactory to the Lender is provided and (ii) such process does not materially adversely affect its business, operations, prospects, properties or assets or condition, financial or otherwise or its ability to perform its obligations under the Loan Documents) or if a sequestration, distress or analogous process is levied upon the property related to the Loan Documents of the Borrower or a Guarantor , or any part thereof;

 

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(e) Taking of possession of any property or asset of the Borrower or a Guarantor. If an encumbrancer takes possession of any property or asset of the Borrower or a Guarantor, or any part thereof which, in the opinion of Lender, is substantial or if a distress or execution or any similar process be levied or enforced there against and such condition continues for a period of thirty (30) days after its occurrence;

 

(f) Abandons property or assets. If the Borrower or a Guarantor abandons its undertaking, property and assets or any material part thereof, or ceases or threatens to cease to carry on business;

 

(g) Change of Control. If without the prior written consent of the Lender, there occurs a change in the Control of the Borrower or a Guarantor;

 

(h) Insolvency. If the Borrower or a Guarantor shall generally not pay its Debts as such Debts become due, or shall admit in writing its inability to pay its Debts generally as they become due or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or a Guarantor seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, dissolution, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its Debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or tie appointment of a receiver, trustee or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of forty-five (45) days or any of the actions sought in such proceeding (including the entry of an order for relief against it or the appointment of a receiver, trustee custodian or other similar official for it or for any substantial part of its property) shall occur; or the Borrower or a Guarantor shall take any action to authorize any of the, actions set forth above in this Section 14(h);

 

(i) Consent. If any governmental or other consent, licence, or authorization required to make any Loan Document legal, valid, binding and enforceable or required in order to enable any of the Borrower or a Guarantor to perform its obligations thereunder is withdrawn or ceases to be in full force and effect and such consent, license or authorization is not reinstated within thirty (30) days except with respect to any such withdrawal or cessation which would not have a Material Adverse Change on the business of such Borrower or Guarantor or the Security granted to Lender hereunder;

 

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(j) Misrepresentation. If any representation or warranty made by the Borrower or a Guarantor in any Loan Document to which it is a party shall prove to have been incorrect or misleading in any material respect when made or deemed to be made.

 

(k) Binding Obligations. If the material obligations of the Borrower or a Guarantor under any of the Loan Documents shall cease to constitute the legal, valid and binding obligations of the Borrower or a Guarantor or shall cease to be in full force and effect or the Borrower or a Guarantor shall have contested the validity of any of the Loan Documents or denied that the Borrower or a Guarantor had any liability under such Loan Document.

 

(l) Material Agreements. Any of the Borrower or a Guarantor defaults in the performance or observance of any material term, condition or covenant contained in any agreements to which it is a party, including but not limited to Material Contracts or any other Debt instrument issued by the Borrower or a Guarantor and such default has not been cured within any applicable.

 

(m) Material Adverse Change. There has occurred an event or development which has given rise to, or is reasonably likely to give rise to, a Material Adverse Change.

 

(n) Merger or Amalgamation. If without the prior written consent of the Lender, the Borrower or a Guarantor effects or passes an effective resolution authorizing any merger or amalgamation with any Person.

 

(o) Nature of Business. If the Borrower or a Guarantor materially changes or threatens to change materially the nature or scope of its business or ceases or threatens to cease business or sells, transfers or otherwise disposes of the whole or any substantial part of its assets whether by one transaction or a series of transactions, related or not (except in the ordinary course of business or with the prior written consent of the Lender).

 

15. Acceleration

 

Upon the occurrence of any Event of Default, the Lender shall give notice in writing to the Borrower of the occurrence of an Event of Default with details thereof. The Borrower shall then have a period of five (5) Banking Days to cure each of the Events of Default set out in such notice, failing which upon the expiration of such five (5) Banking Days, the Lender may in their sole discretion, take any or all of the following actions:

 

(a) declare the Outstanding Principal Obligations and accrued interest owing thereon to be immediately due and payable;

 

(b) enforce and realize upon the Security or any of it; and

 

(c) proceed by any other action, suit, remedy or proceeding authorized or permitted by this agreement, or by law or by equity.

 

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Notwithstanding anything herein to the contrary, if an Event of Default referred to in Sections 14(a), 14(d), 14(e), 14(f) and 14(o) occurs, unless the Lender otherwise agrees, the Loan Obligations shall be accelerated and become immediately due and payable automatically without any action on the part of the Lender being required. Upon the occurrence of any other Event of Default, the Lender may by written notice delivered to the Borrower as set forth above declare all obligations of the Borrower to the Lender to be immediately due and payable. In the case of an Event of Default referred to in Section 14(a), solely, the Lender, unless such Event of Default occurs more than two times during the term of this Agreement, shall not exercise its rights under this Section 15 for two (2) Banking Days without any requirement to provide notice to the Borrower either before or after the Event of Default.

 

16. Remedies Cumulative

 

It is expressly understood and agreed that the rights and remedies of the Lender hereunder or under any other Loan Document or other instrument executed pursuant to this Agreement are cumulative and are in addition to and not in substitution for any rights or remedies provided by law or by equity; and any single or partial exercise by the Lender of any right or remedy for a default or breach of any term, covenant, condition or agreement contained in this Agreement or any other Loan Document shall not be deemed to be a waiver of or to alter, affect or prejudice any other right or remedy or other rights or remedies to which the Lender may be lawfully entitled for such default or breach.

 

17. No Prejudice, etc.

 

Nothing contained in any Loan Document or any other security hereafter acquired by Lender with respect to the Loan Obligations or any part thereof, nor any act or omission of the Lender with respect to such Loan Document or Security, shall in any way prejudice or affect the rights, remedies and powers of the Lender with respect to any other such Security at the time held by the Lender.

 

18. Application of Payments and Proceeds of Realization After an Event of Default

 

If any Event of Default shall occur, all payments made by the Borrower hereunder shall be applied in the following order:

 

(a) to amounts due hereunder as costs and expenses of the Lender or of any receiver appointed by the Lender or any similar agent (including costs and expenses incurred in the exercise of all or any of the powers granted to it hereunder);

 

(b) to amounts due hereunder as fees;

 

(c) to any other amounts (other than amounts in respect of interest or principal) due hereunder;

 

(d) to amounts due hereunder as interest;

 

(e) to amounts due hereunder as Outstanding Principal Obligations; and

 

(f) any balance to the Borrower or as a court of competent jurisdiction shall determine.

 

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19. Rights and Waivers

 

(a) Lender’s rights. All of the Lender’s rights with respect to the Security granted under the Loan Documents shall continue unimpaired, and the Borrower shall be and remain obligated in accordance with the terms hereof, notwithstanding the release, substitution or non-perfection of any other security for the Loan Obligations under the Loan Documents at any time(s), or of any rights or interests therein, or any delay, extension of time, renewal, compromise or other indulgence, and consents to be bound thereby as fully and effectively as if the Borrower had expressly agreed thereto in advance.

 

(b) Exercise of rights by the Lender. Failure by the Lender to exercise any right, remedy or option under any Loan Document or delay by the Lender in exercising such right, remedy or option will not operate as a waiver by the Lender of their right to exercise any such right, remedy or option. No waiver by the Lender will be effective unless it is in writing and then only to the extent specifically stated. Lender’s rights and remedies under the Loan Documents will be cumulative and not exclusive of any other right or remedy which the Lender may have.

 

(c) Notice. Demand, presentment, protest, notice of default, notice of acceleration, notice of intention to accelerate and notice of non-payment are hereby waived by the Borrower. The Borrower also waives the benefit of all laws pertaining to or otherwise concerning any valuation, appraisal and exemption of Borrower’s property. Recourse to any security held by the Lender pursuant to this Agreement will not be required at any time.

 

20. Power of Attorney

 

The Borrower hereby irrevocably nominates and constitutes the Lender, with full power of substitution, its true and lawful attorney and agent, with full power and authority, in its name, place and stead, to sign and deliver any such deeds, documents, certificates, agreements and written instruments and to take such further action as is required to realize on the Security, which powers are coupled with an interest. Such power of attorney shall not be exercisable by the Lender unless a Default or Event of Default has occurred, is continuing and all applicable cure periods have elapsed.

 

21. Books and Records

 

Upon the occurrence of a Default or Event of Default that is continuing, the Lender may conduct any review of the Borrower which the Lender deems necessary, including a review of the books and records of the Borrower, all at the cost of the Borrower at the rate of CDN$500 per hour to a maximum of ten (10) hours per occurrence.

 

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22. Indemnification by the Borrower

 

The Borrower shall indemnify and save harmless the Lender and its officers, directors, employees, agents, advisors, representatives and affiliates (each, an “Indemnified Party”) from and against, and shall on demand pay to each Indemnified Party, on a full indemnity basis, any and all losses and expenses (including interest and, to the extent permitted by applicable law, penalties, fines and monetary sanctions) which an Indemnified Party suffers or incurs as a result of or otherwise in respect of:

 

(a) any claim or liability of any kind relating to an Environmental Law which arises out of the execution, delivery or performance of, or the enforcement or exercise of any right under, any Loan Document, including any claim in nuisance, negligence, strict liability or other cause of action arising out of a discharge of a Hazardous Substance, any fines or orders of any kind that may be levied or made pursuant to an Environmental Law in each case relating to or otherwise arising out of any of the assets or property of the Borrower;

 

(b) the direct or indirect use or proposed use of the proceeds of the Advance other than as permitted hereunder;

 

(c) any Default or Event of Default; or

 

(d) any litigation commenced by a third party against any Indemnified Party arising out of the execution, delivery or performance of, or the enforcement of any right under, any Loan Document.

 

The Lender shall be constituted as the agent and bare trustee of each Indemnified Party and shall hold and enforce each such Indemnified Party’s rights under this paragraph for such party’s benefit. The foregoing indemnity shall not apply in respect of losses and expenses of an Indemnified Party to the extent that they are determined by a final judgment of a court of competent jurisdiction to have directly resulted from the gross negligence or willful misconduct of that Indemnified Party.

 

23. Release of Security

 

Promptly upon repayment in full of the Loan Obligations of the Borrower and at the written request of the Borrower, the Lender will sign discharges, documents, certificates and written instruments reasonably required to discharge the Security at the expense of the Borrower.

 

24. Notices

 

All notices and other communications provided for herein shall be in writing and shall be personally delivered to an officer or a responsible employee of the Lender or the Borrower, as the case may be, or sent by facsimile or other direct electronic means, charges prepaid, as follows:

 

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In the case of the Borrower:

High Tide Inc.

Unit 112, 11127 - 15 Street N.E.

Calgary, Alberta, T3K 2M4

   
  Attention: Raj Grover, Chief Executive Officer
  Email:                  
With a copy to  
 

Garfinkle Biderman LLP

1 Adelaide Street East, Suite 801,

Toronto, Ontario, M5C 2V9

  Attention:         
  Email:                  
In the case of the Lender:

Windsor Private Capital Limited Partnership

28 Hazelton Avenue, Suite 200

Toronto, Ontario, M5R 2E2

   
  Attention:         
  Email:                  
  Facsimile:         

 

or to such other address or addresses as either party hereto may from time to time designate to the other party in such manner. Any such communication shall be deemed to have been validly and effectively given if (i) personally delivered, on the date of such delivery if such date is a Banking Day and such delivery was made prior to 4:00 p.m. (Toronto time), otherwise on the next Banking Day, (ii) transmitted by facsimile or similar means of recorded communication on the Banking Day following the date of transmission.

 

25. Confidentiality

 

(a) Subject to Section 26(o), the Lender agrees to use efforts in accordance with its customary practices to ensure that financial statements or other information relating to the Borrower and the Guarantors which may be delivered to it or obtained by it pursuant to, or in furtherance of the objectives in, this Agreement and which are not publicly filed or otherwise made available to the public generally (and which are not independently known to the Lender) will, to the extent permitted by law, be treated confidentially by the Lender and will not, except with the consent of the Borrower, be distributed or otherwise made available by the Lender to any Person other than its directors, officers, employees, authorized agents, counsel or other representatives (provided the other representatives have agreed or are under a duty to keep all information confidential) required, in the reasonable opinion of the Lender, to have such information. The Lender is authorized to deliver a copy of any financial statements or any other information which may be delivered to it or obtained by it pursuant to this Agreement to: (i) and to use any such information in connection with a transaction with: (A) any actual or potential loan participant or assignee; or (B) any direct or indirect contractual counterparty or prospective counterparty to any credit derivative transaction relating to the Borrower or a Guarantor; (ii) any governmental entity having jurisdiction over the Lender in order to comply with any applicable law; and (iii) any Affiliate of the Lender required, in the reasonable opinion of the Lender, to have such information (provided that such Affiliate has agreed or are under a duty to keep all information confidential).

 

- 36 -

 

(b) During the period commencing on the date that any material non-disclosed confidential information is provided to the Lender or any representative of the Lender (including, for greater certainty, any representative of the Lender granted access to any meeting of, and any nominee director appointed to, the board of directors of the Borrower), neither the Lender nor its respective representatives, affiliates or associates who have received such material non-disclosed confidential information shall, directly or indirectly, without the express written consent of the board of directors of the Borrower:

 

(i) in any manner acquire, directly or indirectly, ownership, direction or control over more than 5% of the outstanding common shares of the Borrower or a material portion of its assets;

 

(ii) directly or indirectly “solicit”, or participate or join with any other Person in the “solicitation” of, any “proxies” (as such terms are defined in the Securities Act (Ontario) to vote, or to seek to advise or to influence any person with respect to the voting of, any voting securities of the Borrower;

 

(iii) engage in any discussions or negotiations, conclude any understandings or enter into any agreement, or otherwise act in concert with, any third party (including any director, officer, or employee of the Borrower), other than the Borrower’s duly appointed representatives, to propose or effect any take-over bid, amalgamation, merger, arrangement or other business combination with respect to the Borrower or any of its affiliates or to propose or effect any acquisition or purchase of substantially all of the assets of the Borrower or any of its affiliates;

 

(iv) institute any shareholder proposal in respect of the Borrower or otherwise attempt to influence or control the conduct of the shareholders of the Borrower;

 

(v) otherwise act alone or in concert with others to seek to seek to control or to influence the management, board of directors or policies of the Borrower;

 

(vi) make any public announcement with respect to any of the foregoing or any intention, plan or arrangement relating to same;

 

(vii) take any action, directly or directly, and whether alone or in concert with others that would be in breach of applicable securities laws, including, without limiting the foregoing, provisions relating to “insider trading” and/or “tipping”; or

 

- 37 -

 

(viii) assist, advise or encourage any third party in doing any of the foregoing.

 

The foregoing restriction in Section 25(b) shall not apply to any of the Lender’s representatives effecting or recommending transactions in securities, to the extent such is done in compliance with applicable securities laws.

 

26. General

 

(a) Termination Date. If the Closing Date shall not have occurred on or before January 17, 2020, the Lender, in its discretion may terminate this Agreement by providing written notice of such termination to the Borrower. Upon such termination, the Borrower shall forthwith repay the Outstanding Debt together with all other amounts owing hereunder.

 

(b) Permitted Liens. The inclusion of reference to Permitted Liens in any Loan Document shall mean that they are permitted to exist (whether in priority to or subsequent in priority to the Security, as determined by applicable law) and shall not be interpreted as meaning that such interests and Liens are entitled to priority over the Security nor is such reference intended to subordinate and shall not subordinate, and shall not be interpreted as subordinating, any Lien created by any of the Security to any such Permitted Lien.

 

(c) Date of Payment. If a date of payment under this Agreement falls on a day which is not a Banking Day, then the applicable date will be the immediately preceding Banking Day.

 

(d) Currency. Unless otherwise specified in this Agreement, all references to dollar amounts (without further description) will mean Canadian Dollars.

 

(e) Waivers. The Lender may waive any breach by the Borrower or a Guarantor of any provision of any Loan Document or the performance of any covenant or condition to be observed or performed by the Borrower or a Guarantor under any Loan Document. No waiver and no act or omission by the Lender in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent breach, whether of the same or a different nature, or the rights arising therefrom.

 

(f) Further Assurances. The Borrower shall take such action and execute and deliver such documents as the Lender may reasonably request from time to time to give effect to the terms, conditions, provisions, purpose and intent of this Agreement.

 

(g) Evidence of Indebtedness. Notwithstanding the terms and conditions set out herein and the existence of any promissory note that may be issued by the Borrower to the Lender from time to time, the Borrower acknowledges that the actual recording of the amount of the Outstanding Principal Obligations or repayment thereof under this Agreement and interest, fees, and other amounts due hereunder shall constitute, in the absence of demonstrable error, “prima facie” evidence of the Debt and liabilities of the Borrower from time to time under this Agreement, provided that the obligation of the Borrower to pay or repay any Debt shall not be affected by the failure of the Lender to make such recording.

 

- 38 -

 

(h) Set-off. The Loan Obligations will be paid by the Borrower without regard to any equities between the Borrower and the Lender or any right of set-off or counterclaim. Any Debt owing by the Lender to the Borrower, direct or indirect, extended or renewed, actual or contingent, matured or not, may be set off or applied against, or combined with, the Loan Obligations by the Lender at any time, either before or after maturity, without demand upon or notice to anyone.

 

(i) Agreements. Each reference in this Agreement to any agreement or document (including this Agreement and any other term defined in this Agreement that is an agreement or document) shall be construed to include such agreement or document (including any attached schedules, appendices and exhibits) and each amendments made to it at or before the time in question.

 

(j) Headings, etc. The Article and Section headings in this Agreement are included solely for convenience, are not intended to be full or accurate descriptions of the text to which they refer and shall not be considered part of this Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section, Subsection, Schedule, paragraph, subparagraph, clause or other portion of this Agreement.

 

(k) Grammatical Variations. In this Agreement, unless the context otherwise requires, (i) words and expressions (including words and expressions (capitalized or not) defined or given extended meanings) in the singular include the plural and vice versa (the necessary changes being made to fit the context), (ii) words in one gender include all genders and (iii) grammatical variations of words and expressions (capitalized or not) defined, given extended meanings or incorporated by reference herein shall be construed in like manner.

 

(l) Certain references. To the extent the context so admits, any reference in this Agreement to “include”, “includes” and “including” shall be construed to be followed by the statement “without limitation” and none of such terms shall be construed to limit any word or statement which it follows to the specific items or matters immediately following it or similar terms or matters. To the extent the context so admits, any reference in this Agreement to the Lender “acting reasonably”, with “reasonableness” or any like phrase shall be construed to mean that the Lender shall act in a reasonable manner expected of an arm’s length lender.

 

(m) Schedules. The following are the Schedules annexed hereto and incorporated by reference and deemed to be part hereof:

 

  Schedule “A” Permitted Liens
  Schedule “B” Form of Draw Request
  Schedule “C” Lender Wire Instructions
  Schedule “D” Authorized and Outstanding Capital
  Schedule “E” Locations
  Schedule “F” Intellectual Property
  Schedule “G” Material Contracts
  Schedule “H” Debt
  Schedule “I” Permitted Debt
  Schedule “J” Permitted Repayments
  Schedule “K” Form of Warrant Certificate
  Schedule “L” High Tide Inc. Corporate Chart
  Schedule “M” Real Property

 

- 39 -

 

(n) Amendment. This Agreement and documents collateral hereto may be modified or amended only if the Borrower and the Lender so agree in writing.

 

(o) Publicity. Each party shall be permitted to make a public announcement of the transactions contemplated under this Agreement and the other Loan Documents, subject to the prior approval of the other party, which shall not be unreasonably withheld. If the Borrower or any of its Affiliates is required by applicable law to file a copy of this Agreement or any Loan Document on SEDAR (or otherwise publicly file a copy of this Agreement or any Loan Document), the Borrower (or such Affiliate), shall be entitled to redact this Agreement or any Loan Document to such extent as may be permitted or required by applicable laws and file it on SEDAR (or otherwise), provided that the Borrower (or such Affiliate) shall promptly provide the Lender with redacted copies of such documents.

 

(p) Finder’s Fees. Other than with respect to a finder’s fee payable to Bayline Capital Partners, no broker’s or finder’s fee or commissions will be payable by reason of any action of the Borrower with respect to any of the transactions contemplated hereby.

 

(q) Entire Agreement. There are no representations, warranties, conditions, other agreements or acknowledgments, whether direct or collateral, express or implied, that form part of or affect this Agreement or any other Loan Document other than as expressed herein or in such other Loan Document. The execution of each Loan Document has not been induced by, nor does the Borrower rely upon or regard as material, any representations, warranties, conditions, other agreements or acknowledgments not expressly made in any Loan Document.

 

(r) Severability. Any provision hereof which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

 

(s) Paramountcy. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any other Loan Document, the provisions of this Agreement shall prevail and be paramount.

 

(t) Successors and Assigns. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. The Lender shall have the right to assign this Agreement and any other Loan Document without the prior written consent of the Borrower; provided, however, that in the event that Windsor Private Capital Limited Partnership has assigned all, and not less than all, of its interest in the Loan, other than to an Affiliate, the covenant in Section 11(o) of this Agreement shall thereupon be of no further force and effect. In connection with the assignment of this Agreement or any other Loan Document, the Lender shall have the right to, without the prior written consent of the Borrower, confidentially disclose such non-confidential information concerning the Borrower and any Guarantor as the Lender considers appropriate in its sole and absolute discretion, subject to the recipient of such information agreeing to comply with the terms of a non-disclosure agreement. The Borrower and each Guarantor shall not assign all or any of any of its rights or obligations under this Agreement and any other Loan Document.

 

- 40 -

 

(u) Governing Law. This Agreement and all documents delivered pursuant hereto shall, unless otherwise specified therein, be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

 

(v) Time of the Essence. Time shall in all respect be of the essence of this Agreement, and no extension or variation of this Agreement or of any obligation hereunder shall operate as a waiver of this provision.

 

(w) Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Transmission of a copy of an executed signature page of this Agreement (including any amendments to this Agreement) by facsimile transmission or e-mail in pdf format shall be effective as delivery of an original manually executed counterpart hereof.

 

(x) No Contra Proferentem. This Loan Agreement has been reviewed by each party’s professional advisors, and revised during the course of negotiations between the parties. Each party hereto acknowledges that this Agreement is the product of their joint efforts, that it expresses their intentions, and that, if there is any ambiguity in any of its provisions, no rule of interpretation favouring one party over another based on authorship will apply.

 

[The next page is the signature page.]

 

- 41 -

 

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement.

 

 

WINDSOR Private Capital INC., as general partner of, WINDSOR Private Capital LIMITED PARTNERSHIP,

 
  By:                  
  Name:         
  Title:                           
   
  HIGH TIDE INC.
     
  By:                  
  Name:         
  Title:                  

 

Signature Page - Loan Agreement

 

 

 

Schedule “A”
PERMITTED LIENS

 

[Redacted for confidentiality reasons.]

 

 

 

Schedule “B”
FORM OF draw Request

 

To: Windsor Private Capital Limited Partnership

 

This Draw Request is delivered pursuant to the loan agreement made between, High Tide Inc., as borrower, and Windsor Private Capital Limited Partnership, as lender, dated as of January ___, 2020, as it may be amended, supplemented or replaced from time to time (the “Loan Agreement”). Terms used herein as defined terms shall have the respective meanings ascribed in the Loan Agreement.

 

1. The undersigned Borrower hereby requests an Advance as follows:

 

(a) date of Advance:

 

(b) amount of Advance:

 

(c) payment instructions (if any):

 

(d) Purpose/use of Advance proceeds:

 

2. The undersigned Borrower hereby certifies that as at the date hereof:

 

(a) the representations, warranties and covenants in Sections 10, 11 and 12 of the Loan Agreement are true and correct in all material respects as if made on the date hereof (unless expressly stated to apply only as at a specific earlier date); and

 

(b) no Default, Event of Default or Material Adverse Change has occurred and is continuing, nor shall the making of the Advance result in a Default, Event of Default or Material Adverse Change.

 

Dated this ____________ day of ____________________, ____________.

 

  HIGH TIDE INC.
   
  By:  
  Name: Raj Grover
  Title: Chief Executive Officer

 

 

 

Schedule “C”
LENDER WIRE INSTRUCTIONS

 

[Redacted for confidentiality reasons and due to potential prejudice to the Borrower.]

 

 

 

Schedule “D”
AUTHORIZED AND OUTSTANDING CAPITAL

 

[Redacted for confidentiality reasons.]

 

 

 

Schedule “E”
LOCATIONS

 

[Redacted for confidentiality reasons and due to potential prejudice to the Borrower.]

 

 

 

Schedule “F”
Intellectual Property

 

[Redacted for confidentiality reasons and due to potential prejudice to the Borrower.]

 

 

 

Schedule “G”
MATERIAL CONTRACTS

 

[Redacted for confidentiality reasons.]

 

 

 

Schedule “H”
DEBT

 

[Redacted for confidentiality reasons and due to potential prejudice to the Borrower.]

 

 

 

Schedule “I”
PERMITTED DEBT

 

[Redacted for confidentiality reasons and due to potential prejudice to the Borrower.]

 

 

 

Schedule “J”
PERMITTED REPAYMENTS

 

[Redacted for confidentiality reasons and due to potential prejudice to the Borrower.]

 

 

 

Schedule “K”
FORM OF WARRANT CERTIFICATE

 

[Redacted for confidentiality reasons and due to potential prejudice to the Borrower.]

 

 

 

Schedule “L”
HIGH TIDE INC. CORPORATE CHART

 

 

 

 

Schedule “M”
Real property

 

[Redacted for confidentiality reasons and due to potential prejudice to the Borrower.]

 

 

EXHIBIT 99.13

 

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Secures $10 Million Credit Facility to Expand in Ontario

 

Calgary, AB, January 7, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, is pleased to announce that it has entered into a loan agreement (the “Loan Agreement”) with Windsor Private Capital (“Windsor”), a Toronto-based merchant bank, to secure a senior secured, non-revolving term credit facility (the “Facility”) in the amount of up to $10 million. The Facility, which represents Windsor’s first investment in the cannabis industry, provides High Tide with the needed flexibility to carry out its corporate objectives for 2020, which includes expanding into Ontario as the largest cannabis market in Canada. High Tide intends to use the Facility to fund the acquisition and build-out of retail cannabis stores in Alberta and Ontario, as well as for general working capital purposes.

 

“We are thrilled to have established a significant financial relationship with Windsor Private Capital. This credit facility ensures High Tide will have access to sufficient and timely capital to execute on its corporate strategy and maximize shareholder value in 2020,” said Raj Grover, High Tide’s President & Chief Executive Officer. “We welcome the opportunity to be a partner to High Tide, providing the financial capital and flexibility High Tide needs to achieve its growth potential this year. High Tide has executed well on its growth strategy to date, and with our funding, we believe it is well positioned to build upon its position as one of Canada’s leading retailers of licensed cannabis products and accessories,” added Jordan Kupinsky, Windsor’s Senior Vice President & Managing Director.

 

The Facility, which will become effective upon completion of customary conditions, has an initial term of one year and provides High Tide with immediate access to an initial $6 million (the “Initial Facility Amount”) in working capital, that can be drawn down at High Tide’s discretion, and subject to satisfaction of certain conditions, will provide High Tide with access to an additional $4 million (the “Remaining Facility Amount”). Amounts drawn down under the Facility will bear interest at a rate of 11.5% per annum, payable monthly, in arrears, on the last day of each calendar month. Provided that certain conditions are satisfied, the Facility will automatically extend for an additional one-year term.

 

The principal amount advanced under the Facility is convertible, during its term at any time after an initial 6 month hold period, and at Windsor’s option, into common shares in the capital of High Tide (“Shares”) at a conversion price of $0.17 (the “Conversion Price”). The Conversion Price is subject to downward adjustment if High Tide, at any time during the term of the Facility, issues securities at a price deemed lower than the conversion price then in effect.

 

 

 

Pursuant to the Loan Agreement, Windsor is entitled to a one-time placement fee equal to 3.5% of the Initial Facility Amount, which High Tide intends to capitalize into the principal amount advanced under the Facility. In addition, High Tide will issue to Windsor such number of Share purchase warrants (the “Warrants”) equal to the aggregate principal amount of the Facility divided by the Conversion Price. The Warrants will be subject to vesting as follows: (i) with respect to such number of Warrants equal to the Initial Facility Amount divided by the Conversion Price, such Warrants will vest on the earlier of the date on which Windsor advances to the Company the total Initial Facility Amount, and February 6, 2020, and (ii) with respect to the remaining Warrants, such number of Warrants equal to the quotient obtained by dividing the principal amount advanced to the Company (from the Remaining Facility Amount) by the Conversion Price, will vest on the date of each such advance. Each Warrant will entitle the holder thereof, following the vesting date applicable to such Warrant, to acquire one Share at an exercise price equal to 150% of the Conversion Price per Share for a period of two years from the date of issuance.

 

Bayline Capital Partners acted as financial adviser to High Tide.

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including Canna Cabana Inc., KushBar Inc. Grasscity.com, Smoker’s Corner Ltd., RGR Canada Inc. and Famous Brandz Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 27 branded stores, is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a second retail cannabis business with 3 operating stores in Alberta, offering a modern experience aimed at the growing customer bases in Alberta and Ontario. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. Founded in 2009 and approved by the Canadian Franchise Association, Smoker’s Corner Ltd. is among Canada’s largest counter-culture chains with 11 locations. Representing the core of High Tide’s wholesale segment, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world.

 

2 

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Forward-Looking Information

 

Certain statements in this news release are forward-looking information or forward-looking statements, including, but not limited to statements with regard to the ability of High Tide to build on its existing cannabis retail strategy in order to address market demand and the needs of mainstream cannabis consumers, and High Tide’s growth and expansion prospects and outlook. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of High Tide to execute on its business plan and that High Tide will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. and KushBar Inc. businesses. High Tide considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

3

 

 

EXHIBIT 99.14

 

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Secures $10 Million Credit Facility to Expand in Ontario

 

Calgary, AB, January 7, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, is pleased to announce that it has entered into a loan agreement (the “Loan Agreement”) with Windsor Private Capital (“Windsor”), a Toronto-based merchant bank, to secure a senior secured, non-revolving term credit facility (the “Facility”) in the amount of up to $10 million. The Facility, which represents Windsor’s first investment in the cannabis industry, provides High Tide with the needed flexibility to carry out its corporate objectives for 2020, which includes expanding into Ontario as the largest cannabis market in Canada. High Tide intends to use the Facility to fund the acquisition and build-out of retail cannabis stores in Alberta and Ontario, as well as for general working capital purposes.

 

''We are thrilled to have established a significant financial relationship with Windsor Private Capital. This credit facility ensures High Tide will have access to sufficient and timely capital to execute on its corporate strategy and maximize shareholder value in 2020,” said Raj Grover, High Tide’s President & Chief Executive Officer. "We welcome the opportunity to be a partner to High Tide, providing the financial capital and flexibility High Tide needs to achieve its growth potential this year. High Tide has executed well on its growth strategy to date, and with our funding, we believe it is well positioned to build upon its position as one of Canada’s leading retailers of licensed cannabis products and accessories,” added Jordan Kupinsky, Windsor’s Senior Vice President & Managing Director.

 

The Facility, which will become effective upon completion of customary conditions, has an initial term of one year and provides High Tide with immediate access to an initial $6 million (the “Initial Facility Amount”) in working capital, that can be drawn down at High Tide’s discretion, and subject to satisfaction of certain conditions, will provide High Tide with access to an additional $4 million (the “Remaining Facility Amount”). Amounts drawn down under the Facility will bear interest at a rate of 11.5% per annum, payable monthly, in arrears, on the last day of each calendar month. Provided that certain conditions are satisfied, the Facility will automatically extend for an additional one-year term.

 

The principal amount advanced under the Facility is convertible, during its term at any time after an initial 6 month hold period, and at Windsor’s option, into common shares in the capital of High Tide (“Shares”) at a conversion price of $0.17 (the “Conversion Price”). The Conversion Price is subject to downward adjustment if High Tide, at any time during the term of the Facility, issues securities at a price deemed lower than the conversion price then in effect.

 

1

 

 

Pursuant to the Loan Agreement, Windsor is entitled to a one-time placement fee equal to 3.5% of the Initial Facility Amount, which High Tide intends to capitalize into the principal amount advanced under the Facility. In addition, High Tide will issue to Windsor such number of Share purchase warrants (the “Warrants”) equal to the aggregate principal amount of the Facility divided by the Conversion Price. The Warrants will be subject to vesting as follows: (i) with respect to such number of Warrants equal to the Initial Facility Amount divided by the Conversion Price, such Warrants will vest on the earlier of the date on which Windsor advances to the Company the total Initial Facility Amount, and February 6, 2020, and (ii) with respect to the remaining Warrants, such number of Warrants equal to the quotient obtained by dividing the principal amount advanced to the Company (from the Remaining Facility Amount) by the Conversion Price, will vest on the date of each such advance. Each Warrant will entitle the holder thereof, following the vesting date applicable to such Warrant, to acquire one Share at an exercise price equal to 150% of the Conversion Price per Share for a period of two years from the date of issuance.

 

Bayline Capital Partners acted as financial adviser to High Tide.

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including Canna Cabana Inc., KushBar Inc. Grasscity.com, Smoker's Corner Ltd., RGR Canada Inc. and Famous Brandz Inc. High Tide's strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 27 branded stores, is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a second retail cannabis business with 3 operating stores in Alberta, offering a modern experience aimed at the growing customer bases in Alberta and Ontario. Based in Amsterdam since 2000, Grasscity.com is the world's preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. Founded in 2009 and approved by the Canadian Franchise Association, Smoker's Corner Ltd. is among Canada's largest counter-culture chains with 11 locations. Representing the core of High Tide's wholesale segment, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz' products are sold to wholesalers and retailers around the world.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

2

 

 

Forward-Looking Information

 

Certain statements in this news release are forward-looking information or forward-looking statements, including, but not limited to statements with regard to the ability of High Tide to build on its existing cannabis retail strategy in order to address market demand and the needs of mainstream cannabis consumers, and High Tide’s growth and expansion prospects and outlook. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of High Tide to execute on its business plan and that High Tide will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. and KushBar Inc. businesses. High Tide considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

3

 

 

EXHIBIT 99.15

 

Form 62-103F1

 

Required Disclosure under the Early Warning Requirements

 

State if this report is filed to amend information disclosed in an earlier report. Indicate the date of the report that is being amended.

 

Item 1 – Security and Reporting Issuer

 

1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.

 

Warrants to purchase common shares (“Common Shares”) in the capital of High Tide Inc. (the “Issuer”), the head office of which is located at 120-4954 Richard Road SW, Calgary Alberta, T3E 6L1.

 

1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.

 

Private placement.

 

Item 2 – Identity of the Acquiror

 

2.1 State the name and address of the acquiror.

 

The acquiror is Windsor Private Capital Limited Partnership (the “Acquiror”) by its general partner, Windsor Private Capital Inc. The address of the Acquiror is 28 Hazelton Avenue, Suite 200, Toronto, Ontario, M5R 2E2. The Acquiror is a limited partnership formed under the laws of the province of Ontario, the principal business of which is merchant banking.

 

2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.

 

The Warrants were issued to the Acquiror on January 7, 2020 in connection with a convertible loan facility (the “Loan Facility”) provided by the Acquiror to the Issuer.

 

2.3 State the names of any joint actors.

 

Not applicable.

 

 

 

 

Item 3 – Interest in Securities of the Reporting Issuer

 

3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file this report and the change in the acquiror’s securityholding percentage in the class of securities.

 

In consideration of providing the Loan Facility the Issuer issued to the Acquiror warrants (“Warrants”) exercisable to purchase up to 58,823,529 Common Shares, of which, Warrants exercisable to purchase up to 35,294,117 Common Shares (the “Vesting Warrants”) will vest on or before February 6, 2020 (the “Vesting Date”). Each Warrant is exercisable to purchase one Common Share at the price equal to 150% of $0.17 per Common Share, subject to downward adjustments set forth in the Warrants. The 35,294,117 Common Shares which may be purchased under the Vesting Warrants, if presently exercised, would constitute approximately 16.5% of the outstanding Common Shares of the Issuer following exercise of the Vesting Warrants. Prior to completing the Loan Facility and acquiring the Warrants, the Acquiror held no securities of the Issuer.

 

3.2 State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file this report.

 

See Item 3.1 above.

 

3.3 If the transaction involved a securities lending arrangement, state that fact.

 

Not applicable.

 

3.4 State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.

 

See Item 3.1 above.

 

3.5 State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which

 

(a) the acquiror, either alone or together with any joint actors, has ownership and control,

 

See Items 2.3 and 3.1 above.

 

(b) the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and

 

Not applicable.

 

2

 

 

(c) the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.

 

Not applicable.

 

3.6 If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings.

 

The principal amount advanced under the Loan Facility, and any other amounts owing thereunder, are convertible into Common Shares at a price per Common Share equal to $0.17, subject to certain downward adjustments set forth in the Loan Facility. Amounts advanced under the Loan Facility are not convertible within the next sixty days and therefore do not impact the Acquiror’s securityholdings in the Issuer.

 

3.7 If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.

 

Not applicable.

 

3.8 If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.

 

The Loan Agreement contemplates that a shareholder of the Issuer will pledge Common Shares of the Issuer owned by such shareholder to the Acquiror as security for the Loan Facility.

 

Item 4 – Consideration Paid

 

4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in total.

 

The Warrants were issued in consideration of the Acquiror making the Loan Facility available to the Issuer.

 

3

 

 

4.2 In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.

 

The Warrants were issued for nominal consideration in connection with the Acquiror making the Loan Facility available to the Issuer.

 

4.3 If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.

 

See Item 4.2 above.

 

Item 5 – Purpose of the Transaction

 

State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:

 

(a) the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;

 

The Acquiror completed the Loan Facility and acquired the Warrants for investment purposes only and in accordance with applicable securities legislation. The Acquiror does not intend to acquire any Common Shares of the Issuer except pursuant to the Warrants and the Loan Facility.

 

(b) a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;

 

Not applicable.

 

(c) a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;

 

Not applicable.

 

(d) a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;

 

Not applicable.

 

(e) a material change in the present capitalization or dividend policy of the reporting issuer;

 

Not applicable.

 

4

 

 

(f) a material change in the reporting issuer’s business or corporate structure;

 

Not applicable.

 

(g) a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;

 

Not applicable.

 

(h) a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;

 

Not applicable.

 

(i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;

 

Not applicable.

     

(j) a solicitation of proxies from securityholders;

 

Not applicable.

     

(k) an action similar to any of those enumerated above.

 

Not applicable.

 

Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer

 

See Item 3.8 above.

 

Item 7 – Change in Material Fact

 

If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.

 

Not applicable.

 

Item 8 – Exemption

 

If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.

 

Not applicable.

 

Item 9 – Certification

 

The undersigned as general partner, and on behalf, of the Acquiror certify to the best of its knowledge, information and belief, that the statements made in this report are true and complete in every respect.

 

January 9, 2020.

 

  WINDSOR PRIVATE CAPITAL LIMITED PARTNERSHIP
  by its general partner
  WINDSOR PRIVATE CAPITAL INC.
     
  Per: /s/ Jordan Kupinsky
    Jordan Kupinsky, President
    I have the authority to bind the general partner.

 

 

5

 

EXHIBIT 99.16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT 99.17

 

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Acquires Top Performing Canna Cabana Retail Cannabis Store, Strengthens Presence in Ontario

 

Calgary, AB, January 27, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, has completed the acquisition (the “Transaction”) of the Canna Cabana retail cannabis store in Hamilton, Ontario (the “Hamilton Store”). The acquisition of the Hamilton Store, one of a limited number of premier cannabis retail stores operating in the province, marks the Company’s first step towards acquiring its interest in all three current Canna Cabana locations across Ontario. The Hamilton Store has a strong operating history with unaudited gross sales exceeding $14 million for the nine months since opening on April 20, 2019, with gross margins of approximately 28%.

 

As consideration for the acquisition, High Tide paid to the vendor $2,097,816 in cash and issued to the Vendor 4,761,904 common shares in the capital of the Company (“HITI Shares”). The Transaction, which was completed with the consent of the Alcohol and Gaming Commission of Ontario (the “AGCO”) following the expiry of certain restrictions on change of control established under the rules applicable to the first cannabis retail lottery conducted by the AGCO on January 11, 2019 (the “First Lottery”). In connection with the Transaction, the Company acquired all of the issued and outstanding shares of a numbered company (“Newco”) that was wholly-owned by the holder of a cannabis retail store authorization issued by the AGCO in the First Lottery.

 

“High Tide is excited to add the Hamilton store to its corporately-owned portfolio of stores, with its large and loyal customer base and top-tier financial performance,” said Raj Grover, High Tide’s President & Chief Executive Officer. “Over the coming year, we look forward to growing our presence in the Ontario market and reaching the maximum of 10 stores per operator as quickly as possible,” Mr. Grover added. Through this Transaction, High Tide has made its first move towards significantly expanding its retail network in Canada’s most populous province.

 

Separately, the Company has also entered into a debt settlement agreement with an arm’s-length service provider, pursuant to which the Company intends to settle an amount of up to $103,435 owed through the issuance of up to 574,639 HITI Shares. The Company anticipates that the settlement will close on or about January 29, 2020.

 

 

 

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis company enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including Canna Cabana Inc., KushBar Inc. Grasscity.com, Smoker’s Corner Ltd., RGR Canada Inc. and Famous Brandz Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 27 branded stores, is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a second retail cannabis business with 2 operating stores in Alberta, offering a modern experience aimed at the growing customer bases in Alberta and Ontario. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. Founded in 2009 and approved by the Canadian Franchise Association, Smoker’s Corner Ltd. is among Canada’s largest counter-culture chains with 11 locations. Representing the core of High Tide’s wholesale segment, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Forward-Looking Information, Forward Looking Financial Information, and Non-IFRS Measures

 

Certain statements in this news release are forward-looking information or forward-looking statements, including, but not limited to statements with regard to the ability of the Company to build on its existing cannabis retail strategy in order to address market demand and the needs of mainstream cannabis consumers, and the Company’s growth and expansion prospects and outlook. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

2

 

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. and KushBar Inc. businesses. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

This news release also contains certain future oriented financial information and financial outlooks (collectively, “FOFI”) within the meaning of applicable Canadian securities laws. The FOFI has been prepared by management of the Company for inclusion as at January 21, 2020, solely to demonstrate the underlying performance of the Hamilton Store and the benefits of the Transaction to shareholders. Management of the Company believes that the FOFI has been prepared on a reasonable basis, reflecting best estimates and judgments, and based on a number of assumptions management believes are reasonable as well as information provided to the Company by the Vendor. However, because this information is highly subjective and subject to numerous risks, including the risks discussed above, it should not be relied on as necessarily indicative of future results. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the FOFI prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although management of the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended.

 

The FOFI included in this news release may be based on certain non-International Financial Reporting Standards (“IFRS”) financial measures, including EBITDA, EBIT before special items, and EBITDA before special items, adjusted net income, adjusted earnings per share and free cash flow. These non-IFRS measures do not have standardized meanings prescribed by IFRS, and therefore, others using these terms may define them differently. The Company has used or included such non-IFRS measures solely to provide investors with added insight into the underlying performance of the Hamilton Store and the proposed Transaction, and readers are cautioned that the non-IFRS measures included herein (or incorporated in the FOFI included herein) may not be appropriate for any other purpose. These non-IFRS measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

 

The forward-looking statements and FOFI contained herein are current as of the date of this news release. Except as required by law, the Company does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement or FOFI, nor does it intend, or assume any obligation, to update or revise these forward-looking statements or FOFI to reflect new events or circumstances. Any and all forward-looking statements and FOFI included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

3

 

 

EXHIBIT 99.18

 

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Acquires 50% of Canna Cabana Retail Cannabis Store in Sudbury

 

Calgary, AB, January 28, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, has acquired a 50% interest (the “Transaction”) in the Canna Cabana store in Sudbury, Ontario (the “Sudbury Store”) from Saturninus Partners (the “Partnership”), the holder of a cannabis retail store authorization issued in relation to the first lottery conducted by the Alcohol and Gaming Commission of Ontario (the “AGCO”) on January 11, 2019 (the “First Lottery”). The Sudbury Store has a stable operating history with unaudited gross sales exceeding $6.4 million for the nine months since opening on April 20, 2019, with gross margins of approximately 27%.

 

The Transaction was completed with the consent of the AGCO following the expiry of certain restrictions on change of control established under the rules applicable to the First Lottery. “High Tide is excited to add the interest in this Sudbury location, with its sustained level of high performance, to its corporately-owned portfolio of stores, especially at the start of the increase in sales expected from edibles, infused beverages and concentrate products that have recently come to market,” said Raj Grover, High Tide’s President & Chief Executive Officer. “This Transaction is High Tide’s second step towards acquiring its ownership interests in all three Canna Cabana stores in Ontario. There is no better time to continue strengthening our presence in the country’s largest consumer market,” Mr. Grover added. An option to acquire the other 50% interest was simultaneously exercised by a privately-held, third-party partner of the Company.

 

As consideration for the Transaction, the Company issued to a nominee of the partners of the Partnership an aggregate of 5,319,149 common shares of the Company (the “HITI Shares”), which are subject to a four month and one day statutory hold period, as well as common share purchase warrants (“Warrants”) to purchase up to an aggregate of 2,500,000 HITI Shares. Each Warrant entitles the holder to acquire one HITI Share at an exercise price of $0.40 per share for a period of two years from the date of issuance. In addition, for a period of 2 years following the closing date, one of the outgoing partners will be entitled to receive, from the Company, a royalty of 1% of the gross revenues of the Sudbury Store.

 

 

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis company enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including Canna Cabana Inc., KushBar Inc. Grasscity.com, Smoker’s Corner Ltd., RGR Canada Inc. and Famous Brandz Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 27 branded stores, is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a second retail cannabis business with 2 operating stores in Alberta, offering a modern experience aimed at the growing customer bases in Alberta and Ontario. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. Founded in 2009 and approved by the Canadian Franchise Association, Smoker’s Corner Ltd. is among Canada’s largest counter-culture chains with 11 locations. Representing the core of High Tide’s wholesale segment, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Forward-Looking Information, Forward Looking Financial Information, and Non-IFRS Measures

 

Certain statements in this news release are forward-looking information or forward-looking statements, including, but not limited to statements with regard to the ability of the Company to build on its existing cannabis retail strategy in order to address market demand and the needs of mainstream cannabis consumers, and the Company’s growth and expansion prospects and outlook. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

2 

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. and KushBar Inc. businesses. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

This news release also contains certain future oriented financial information and financial outlooks (collectively, “FOFI”) within the meaning of applicable Canadian securities laws. The FOFI has been prepared by management of the Company for inclusion as at January 21, 2020, solely to demonstrate the underlying performance of the Sudbury Store and the benefits of the Transaction to shareholders. Management of the Company believes that the FOFI has been prepared on a reasonable basis, reflecting best estimates and judgments, and based on a number of assumptions management believes are reasonable as well as information provided to the Company by the Vendor. However, because this information is highly subjective and subject to numerous risks, including the risks discussed above, it should not be relied on as necessarily indicative of future results. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the FOFI prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although management of the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended.

 

The FOFI included in this news release may be based on certain non-International Financial Reporting Standards (“IFRS”) financial measures, including EBITDA, EBIT before special items, and EBITDA before special items, adjusted net income, adjusted earnings per share and free cash flow. These non-IFRS measures do not have standardized meanings prescribed by IFRS, and therefore, others using these terms may define them differently. The Company has used or included such non-IFRS measures solely to provide investors with added insight into the underlying performance of the Sudbury Store and the proposed Transaction, and readers are cautioned that the non-IFRS measures included herein (or incorporated in the FOFI included herein) may not be appropriate for any other purpose. These non-IFRS measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

 

The forward-looking statements and FOFI contained herein are current as of the date of this news release. Except as required by law, the Company does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement or FOFI, nor does it intend, or assume any obligation, to update or revise these forward-looking statements or FOFI to reflect new events or circumstances. Any and all forward-looking statements and FOFI included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

3

 

 

EXHIBIT 99.19

 

 

 

FOR IMMEDIATE RELEASE

 

High Tide Provides Update on Recent Marketing Activity at the Request of OTC Markets

 

Calgary, AB, January 31, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, commenced trading on the OTCQB Market (“OTCQB”) in April of 2019 and has been requested by OTC Markets Group Inc. (“OTC”) to comment on recent promotional activity concerning its common shares traded on the OTCQB. High Tide paid Native Ads Inc. (“Native Ads”) for the creation and distribution of certain marketing materials that were published on January 24. For the amount of twenty-six thousand United States Dollars, Native Ads was engaged to provide digital media content and create awareness of the Company’s significant news releases published from January 27-28, as well as to gain insight into the effectiveness of its corporate communications.

 

The materials prepared by Native Ads presented an overview of High Tide based on factual information contained in Company materials. High Tide did not have editorial control over the materials, although it reviewed them for factual inaccuracies about the Company. As such, the Company did not find any of the material to be materially false and/or misleading and any opinions expressed by the author is theirs alone. The OTC believes that the materials may have included speculative language and forward-looking statements about the Company’s future prospects and, as a result, has advised High Tide that it has placed a stock promotion flag on the Company’s profile that will remain in place for 15 days. The Company has taken immediate steps to cause the discontinuance of the dissemination of these materials. High Tide is not able to determine whether the materials had any material impact on the trading of the Company’s common shares given that it also issued multiple news releases of material significance during the same period.

 

Upon inquiry of the Company’s officers, directors, control persons and third-party service providers, to the best of the Company’s knowledge during the past 90 days no such persons have sold any of the Company’s securities. The Company has not issued any shares or convertible instruments at prices constituting a discount to the then current market price. Since commencing trading on the OTCQB in April of 2019, the Company has also engaged but is no longer a party to any contracts or agreements with the following third parties to provide advertising, investor relations, marketing, public relations, or other related activities: Blue Sun Productions (dba BTV), Hybrid Financial Ltd., Investing News Network, New Cannabis Ventures and Park Lane Capital Limited.

 

 

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis company enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including Canna Cabana Inc., KushBar Inc. Grasscity.com, Smoker’s Corner Ltd., RGR Canada Inc. and Famous Brandz Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 27 branded stores, is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a second retail cannabis business with 2 operating stores in Alberta, offering a modern experience aimed at the growing customer bases in Alberta and Ontario. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. Founded in 2009 and approved by the Canadian Franchise Association, Smoker’s Corner Ltd. is among Canada’s largest counter-culture chains with 11 locations. Representing the core of High Tide’s wholesale segment, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Forward-Looking Information

 

Certain statements in this news release are forward-looking information or forward-looking statements, including, but not limited to statements with regard to the ability of the Company to build on its existing cannabis retail strategy in order to address market demand and the needs of mainstream cannabis consumers, and the Company’s growth and expansion prospects and outlook. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

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Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. and KushBar Inc. businesses. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, the Company does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE: High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

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EXHIBIT 99.20

 

 

 

 

 

 

 

 

Condensed Interim Consolidated
Financial Statements

 

 

For the three months ended January 31, 2020 and 2019

(Stated In thousands of Canadian dollars, except share and per share amounts)
(Unaudited)

 

 

 

 

 

 

 

 

High Tide Inc.

Condensed Interim Consolidated Financial Statement

For the three months ended January 31, 2020 and 2019

 

Notice of no auditor review of Condensed Interim Consolidated Financial Statements for the three months ended January 31, 2020 and 2019.

 

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice indicating that the condensed interim consolidated financial statements have not been reviewed by an auditor.

 

The accompanying unaudited condensed interim consolidated financial statements of High Tide Inc. (“High Tide” or the “Company”) have been prepared by and are the responsibility of the Company’s management and have been approved by the Audit Committee and Board of Directors of the Corporation.

 

The Company’s independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim condensed financial statements by the entity’s auditor.  

 

 

Approved on behalf of the Board:

 

(Signed) “Harkirat (Raj) Grover”   (Signed) “Nitin Kaushal”
President and Chairman of the Board   Director and Chairman of the Audit Committee

 

 

 

 

High Tide Inc.

Condensed Interim Consolidated Statements of Financial Position 

As at January 31, 2020 and October 31, 2019

(Unaudited – In thousands of Canadian dollars)

 

    Notes   2020     2019  
        $     $  
Assets                
Current assets                
Cash and cash equivalents         4,099       806  
Restricted marketable securities         50       50  
Accounts receivable   17     2,539       2,385  
Inventory         7,088       6,719  
Prepaid expenses, deposits and other receivables   8     2,968       2,518  
Current portion of loans receivable         76       261  
Total current assets         16,820       12,739  
                     
Non-current assets                    
Loans receivable         283       878  
Property and equipment   7     13,058       12,382  
Right-of-use assets, net   20     18,894       -  
Long term prepaid expenses, deposits and other receivables   8     1,444       1,380  
Deferred tax asset         730       1,190  
Intangible assets and goodwill   6     18,101       12,174  
Total non-current assets         52,510       28,004  
Total assets         69,330       40,743  
                     
Liabilities                    
Current liabilities                    
Accounts payable and accrued liabilities         5,363       4,402  
Notes payable current   11     3,582       3,570  
Current portion of convertible debentures   10     11,512       -  
Current portion of lease liabilities   20     4,199       -  
Current portion of finance lease obligation         4       6  
Shareholder loans         -       701  
Derivative liability   10, 12     3,245       2,121  
Total current liabilities         27,905       10,800  
                     
Non-current liabilities                    
Notes payable   11     71       62  
Convertible debentures   10     14,587       19,664  
Lease liabilities   20     14,680       -  
Long term contract liability         53       89  
Finance lease obligations         11       11  
Deferred tax liability         1,309       710  
Total non-current liabilities         30,711       20,536  
Total liabilities         58,616       31,336  
                     
Shareholders’ equity                    
Share capital   13     29,895       26,283  
Contributed surplus   4, 14     1,646       2,119  
Convertible debentures – equity   10     1,728       1,637  
Warrants   15     8,468       6,609  
Accumulated other comprehensive income         (296 )     (366 )
Accumulated deficit         (30,727 )     (26,696 )
Equity attributable to owners of the Company         10,714       9,586  
Non-controlling interest   21     -       (179 )
Total shareholders’ equity         10,714       9,407  
Total liabilities and shareholders’ equity         69,330       40,743  

 

3

 

 

High Tide Inc.

Condensed Interim Consolidated Statements of Comprehensive Loss

For the three months ended January 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars)

 

    Notes   2020     2019  
        $     $  
Revenue                
Merchandise sales   5     12,951       4,900  
Royalty revenue   5     583       85  
Interest and other revenue   5     125       16  
Net revenue         13,659       5,001  
                     
Cost of sales         (8,882 )     (3,211 )
Gross profit         4,777       1,790  
Expenses                    
Salaries, wages and benefits         (3,171 )     (2,218 )
Share-based compensation   14     (27 )     (1,232 )
General and administration         (1,163 )     (1,359 )
Professional fees         (763 )     (879 )
Advertising and promotion         (87 )     (650 )
Depreciation and amortization   6, 7, 20     (1,366 )     (186 )
Interest and bank charges         (143 )     (127 )
Total expenses         (6,720 )     (6,651 )
Loss from operations         (1,943 )     (4,861 )
                     
Other income (expenses)                    
Revaluation of derivative liability   10, 12     439       -  
Gain on disposal of property and equipment         -       2  
Discount on accounts receivable         -       24  
Finance and other costs   9     (2,437 )     (142 )
Foreign exchange gain (loss)         4       (75 )
Total other expenses         (1,994 )     (191 )
                     
Loss before taxes         (3,937 )     (5,052 )
Deferred tax recovery         85       1,230  
Net Loss         (3,852 )     (3,822 )
                     
Other comprehensive loss                    
Translation difference on re-valuation of foreign subsidary         70       -  
Total comprehensive loss         (3,782 )     (3,822 )
                     
Net loss and comprehensive loss attributable to:                    
Owners of the Company         (3,774 )     (3,780 )
Non-controlling interest   21     (8 )     (42 )
          (3,782 )     (3,822 )
                     
Loss per share                    
Basic   16     (0.02 )     (0.02 )
Diluted   16     (0.02 )     (0.02 )

 

Subsequent Events (Note 22)

 

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High Tide Inc.

Condensed Interim Consolidated Statements of Changes in Equity

(Unaudited – In thousands of Canadian dollars)

 

   

Note

 

Share
capital

   

Special
warrants

   

Warrants

   

Contributed
surplus

   

Equity
portion of
convertible
debt

   

Accumulated
other
comprehensive
income (loss)

   

Accumulated
deficit

   

Attributable
to owners
of the
Company

   

NCI

   

Total

 
        $     $     $     $     $     $     $     $     $     $  
Balance, October 31, 2018         35,695       16,904       905       -       -       -       (30,176 )     23,328       (13 )     23,315  
Transition adjustment – IFRS 9         -       -       -       -       -       -       (26 )     (26 )     -       (26 )
Transition adjustment – IFRS 15         -       -       -       -       -       -       (67 )     (67 )     -       (67 )
Conversion of special warrants         13,051       (16,904 )     3,853       -       -       -       -       -       -       -  
Warrants issued December, 2018         -       -       93       -       -       -       -       93       -       93  
Acquisition - Grasscity         3,047       -       -       -       -       -       -       3,047       -       3,047  
Share-based compensation         71       -       -       2,119       -       -       -       2,190       -       2,190  
Equity portion of convertible debentures         -       -       -       -       1,637       -       -       1,637       -       1,637  
Cumulative translation adjustment         -       -       -       -       -       (366 )     -       (366 )     -       (366 )
Interest payment paid in shares         1,156       -       -       -       -       -       -       1,156       -       1,156  
Warrants issued April, 2019         -       -       883       -       -       -       -       883       -       883  
Acquisition - Dreamweavers         1,147       -       296       -       -       -       -       1,443       -       1,443  
Acquisition - Jasper Ave.         205       -       -       -       -       -       -       205               205  
Warrants issued June, 2019         -       -       342       -       -       -       -       342       -       342  
Reduction is share capital         (29,699 )     -       -       -       -       -       29,699       -       -       -  
Fee paid in shares & warrants         1,607       -       132       -       -       -       -       1,739       -       1,739  
Warrants issued September, 2019         -       -       105       -       -       -       -       105       -       105  
Warrant exercise         3       -       -       -       -       -       -       3       -       3  
Comprehensive loss for the year         -       -       -       -       -       -       (26,126 )     (26,126 )     (166 )     (26,292 )
Balance, October 31, 2019         26,283       -       6,609       2,119       1,637       (366 )     (26,696 )     9,586       (179 )     9,407  
Fee paid in shares         182       -       -       -       -       -       -       182       -       182  
Warrants issued   15     -       -       1,543                                       1,543       -       1,543  
Share-based compensation   4, 14     -       -       -       27       -       -       -       27       -       27  
Equity portion of convertible debentures   10     -       -       -       -       241       -       -       241       -       241  
Equity portion of convertible debentures re-paid   10     -       -       -       -       (150 )     -       -       (150 )     -       (150 )
Cumulative translation adjustment         -       -       -       -       -       70       -       70       -       70  
Prepaid Interest paid in shares   10     612       -       -       -       -       -       -       612       -       612  
Purchase of minority interest - KushBar Inc.   4     500       -       -       (500 )     -       -       (187 )     (187 )     187       -  
Acquisition - 2680495 Ontario Inc.   3     1,100       -       -       -       -       -       -       1,100       -       1,100  
Acquisition - Saturninus Partners   3     1,218       -       316       -       -       -       -       1,534       -       1,534  
Comprehensive loss for the period         -       -       -       -       -       -       (3,844 )     (3,844 )     (8 )     (3,852 )
Balance, January 31, 2020         29,895       -       8,468       1,646       1,728       (296 )     (30,727 )     10,714       -       10,714  

 

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High Tide Inc.

Condensed Interim Consolidated Statements of Cash Flows

For the three months ended January 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars)

 

    Notes   2020     2019  
        $     $  
Operating activities                
Net loss         (3,852 )     (3,822 )
Income tax recovery         85       (1,230 )
Accretion expense         1,532       -  
Acquisition costs         600       -  
Depreciation and amortization   6, 7, 20     1,366       186  
Accretion of lease liability   20     305       -  
Revaluation of derivative liability   10, 12     439       -  
Gain on disposal of property and equipment         -       (2 )
Share-based compensation   14     27       1,232  
Provision for impairment on accounts receivable         -       (24 )
          502       (3,660 )
Changes in non-cash working capital                    
Accounts receivable         (171 )     (613 )
Inventory         499       (1,343 )
Loans receivable         -       13  
Prepaid expenses and deposits         128       1,026  
Accounts payable and accrued liabilities         (1,234 )     693  
Income tax payable         -       (73 )
Contract liability         (44 )     (141 )
Shareholder loans         -       155  
Net cash used in operating activities         (320 )     (3,943 )
                     
Investing activities                    
Purchase of property and equipment   7     (372 )     (3,083 )
Purchase of intangible assets   6     (132 )     (301 )
Loans receivable         17       -  
Cash paid for business combination, net of cash acquired   3     (2,284 )     (4,688 )
Net cash used in investing activities         (2,771 )     (8,072 )
                     
Financing activities                    
Repayment of finance lease obligations         (2 )     (1 )
Proceeds from convertible debentures net of issue costs   10     8,855       10,780  
Repayment of convertible debentures   10     (1,500 )     -  
Lease liability payments   20     (969 )     -  
Net cash provided by financing activities         6,384       10,779  
                     
Net increase (decrease) in cash and cash equivalents         3,293       (1,236 )
Cash and cash equivalents, beginning of the year         806       8,198  
Cash and cash equivalents, end of the year         4,099       6,962  

 

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High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended January 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

1. Nature of Operations

 

High Tide Inc. (the “Company” or “High Tide”) is a downstream focused retailer of cannabis products, distributor, and a seller of smoking accessories. The Company’s shares are listed on the Canadian Stock Exchange (“CSE”) under the symbol “HITI”, the Frankfurt Stock Exchange (“FSE”) under the securities identification code ‘WKN: A2PBPS’ and the ticker symbol “2LY”, and on the OTCQB Market (“OTCQB”) under the symbol “HITIF”. The address of the Company’s corporate and registered office is # 120 – 4954 Richard Road SW, Calgary, Alberta T3E 6L1.

 

High Tide does not engage in any U.S. cannabis-related activities as defined by the Canadian Securities Administrators Staff Notice 51-352.

 

2. Accounting Policies

 

A. Basis of Preparation

 

These unaudited condensed interim consolidated financial statements (“Financial Statements”) have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). They are condensed as they do not include all of the information required for full annual financial statements, and they should be read in conjunction with the audited consolidated financial statements of the Company for the year ended October 31, 2019 which are available on SEDAR at www.sedar.com.

 

For comparative purposes, the Company has reclassified certain immaterial items on the comparative condensed interim consolidated statement of financial position and the condensed interim consolidated statement of comprehensive loss to conform with current period’s presentation.

 

The principles and accounting policies used to prepare the financial statements are consistent with those of the previous financial year and corresponding interim reporting period, except for the adoption of IFRS 16.

 

These condensed interim consolidated financial statements were approved and authorized for issue by the Board of Directors on March 30, 2020.

 

B. Use of estimates

 

The estimates and assumptions are reviewed on an ongoing basis. Revisions in accounting estimates are recognized in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years. Significant judgements, estimates, and assumptions within these condensed interim consolidated financial statements remain the same as those applied to the consolidated financial statements for the year ended October 31, 2019.

 

C. Adoption of new standards

 

IFRS 16 Leases

 

On January 13, 2016, the IASB published a new standard, IFRS 16 Leases. The new standard brings most leases on-balance sheet for lessees under a single model, eliminating the distinction between operating and finance leases. The standard is effective for annual periods beginning on or after January 1, 2019. Under the new standard, a lessee recognizes a right-of-use asset and a lease liability.

 

On November 1, 2019 the Company, adopted IFRS 16 Leases. The Company has applied IFRS 16 using the modified retrospective approach and therefore the comparative information has not been restated and continues to be reported under IAS 17 Leases.

 

As a result of adopting IFRS 16, the Company has recognized a significant increase to both assets and liabilities on our Condensed Interim Consolidated Statements of Financial Position, as well as a decrease to operating expenses (for the removal of base rent expense and operating costs for leases), an increase to depreciation (due to the depreciation of the right-of use asset), and an increase to finance costs (due to accretion of the lease liability). Lease inducements, store closure costs and average rent adjustments (which were previously included in accounts payable and accrued liabilities) and onerous lease provisions are no longer recognized as separate liabilities and are included in the calculation of right-of-use assets under IFRS 16.

 

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High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended January 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

C. Adoption of new standards (continued)

 

Applying IFRS 16, for all leases, the Company:

 

recognizes right-of-use assets and lease liabilities in the consolidated statement of financial position, initially measured at the present value of future lease payments;

 

recognizes depreciation of right-of-use assets on a straight-line basis and interest on lease liabilities in the consolidated statements of income or loss; and

 

reports the total amount of cash paid, including both the principal portion and interest within financing activities in the consolidated statements of cash flows. Lease incentives are recognized as part of the measurement of the right-of-use (“ROU”) assets and lease liabilities whereas under IAS 17 they resulted in the recognition of a lease incentive liability, amortized as a reduction of rental expense on a straight-line basis.

 

On adoption of IFRS 16, the Company recognized lease assets and liabilities in relation to leases previously classified as ‘operating leases’ under the principles of IAS 17. These liabilities were measured at the present value of the remaining lease payments, discounted using the related incremental borrowing rate as of November 1, 2019. The incremental borrowing rate applied is 8%. The associated right-of-use assets were measured as equal to the lease liability and prepaid rent, discounted using the incremental borrowing rates as of November 1, 2019 adjusted for the effects of provisions for onerous leases.

 

Under IFRS 16, right-of-use assets are tested for impairment in accordance with IAS 36 Impairment of Assets. In the context of transition to IFRS 16, the Company recognized right-of-use assets of $19,638 and lease liabilities of $19,543 as at November 1, 2019. The Company capitalized prepaid lease deposits and lease inducements amounting to $95 to right of use assets on November 1, 2019 in accordance with IFRS 16.

 

In applying IFRS 16 for the first time, the Company has used the following practical expedients permitted by the standard:

 

the Company has elected to use a single discount rate to a portfolio of leases with reasonably similar underlying characteristics;

 

the Company has elected to exclude initial direct costs incurred in obtaining leases in the measurement of the right-of-use asset on transition;

 

the Company has elected to use hindsight to determine the lease term where the lease contracts contain options to extend or terminate the lease;

 

the Company has elected not to separate lease components from any associated non lease components;

 

the Company has elected to rely on an onerous lease assessment as of October 31, 2019, as an alternative to performing an impairment review as at November 1, 2019; and

 

the Company has elected not to account for leases for which the lease term ends within 12 months of November 1, 2019 as short-term leases or leases that meet the low-value exemption.

 

A reconciliation of lease commitments as at October 31, 2019, outlining the effect of transition to IFRS 16 is outlined below.

 

Operating lease commitments disclosed at October 31, 2019     21,218  
Effect of discounting using incremental borrowing rate at November 1, 2019     (5,926 )
Reasonably certain lease extensions     4,251  
Total Lease Liabilities as of November 1, 2019     19,543  

 

8

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended January 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

C. Adoption of new standards (continued)

 

Accounting policy

 

At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Right-of-use assets are measured at cost, which is calculated as the amount of the initial measurement of lease liability plus any lease payments made at or before the commencement date, any initial direct costs and related restoration costs. The right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the useful life of the underlying asset. The depreciation is recognized from the commencement date of the lease. To assess whether a contract conveys the right to control the use of an identified asset, we assess whether:

 

The contract involves the use of an identified asset;

 

The Company has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use; and

 

The Company has the right to direct the use of the asset.

 

Estimates

 

The Company estimates the incremental borrowing rate used to measure our lease liability for each lease contract. This includes estimation in determining the asset-specific security impact. There is also estimation uncertainty arising from certain leases containing variable lease terms that are linked to operational results or an index or rate.

 

Judgments

 

The Company estimates the lease term by considering the facts and circumstances that can create an economic incentive to exercise an extension option, or not exercise a termination option by assessing relevant factors such as store profitability. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). Potential future cash outflows have not been included in the lease liability because it is not reasonably certain that the lease will be extended. The assessment of the lease term is reviewed if a significant event or a significant change in circumstances occurs, which affects this assessment and that is within the control of the lessee.

 

D. New Accounting Pronouncements not yet adopted

 

Definition of a Business

 

In October 2018, the IASB issued “Definition of a Business (Amendments to IFRS 3)”. The amendments clarify the definition of a business, with the objective of assisting entities to determine whether a transaction should be accounted for as a business combination or as an asset acquisition. The amendment provides an assessment framework to determine when a series of integrated activities is not a business. The amendments are effective for business combinations occurring on or after the beginning of the first annual reporting period beginning on or after January 1, 2020. The Company is currently evaluating the potential impact of these amendments on the Company’s consolidated financial statements.

 

9

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended January 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

3. Business Combinations

 

A. 2680495 Ontario Inc. Acquisition

 

  $  
Total consideration        
Cash paid     2,903  
Common shares     1,100  
      4,003  
Purchase price allocation        
Cash     455  
Prepaid expenses and deposits     3  
Inventory     444  
Property and equipment     456  
Intangible assets - license     4,325  
Accounts payable and accrued liabilities     (762 )
Deferred tax liability     (918 )
      4,003  

 

On January 24, 2020, the Company completed the acquisition of 2680495 Ontario Inc. (“2680495”) which operates a licensed retail cannabis store in Hamilton, Ontario. As consideration for the acquisition, the Company paid to the vendor $2,903 in cash and issued to the vendor 4,761,904 common shares in the capital of the Company. In connection with the transaction, the Company acquired all the issued and outstanding shares of 2680495.

 

Management is in the process of gathering the relevant information that existed at the acquisition date to determine the fair value of the net identifiable assets acquired. As such, the initial purchase price was provisionally allocated based on the Company’s estimated fair value of the identifiable assets acquired on the acquisition date. The values assigned are, therefore, preliminary and subject to change. Management continues to refine and finalize its purchase price allocation for the fair value of identifiable intangible assets, property plant and equipment, and the allocation of goodwill. None of the goodwill arising on this acquisition is expected to be deductible for tax purposes. For the three months ended January 31, 2020, 2680495 accounted for $516 in revenues and $93 in net income. The Company also incurred $600 in transaction costs, which have been expensed during the period.

 

10

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended January 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

3. Business Combinations (continued)

 

B. Saturninus Partners Acquisition

 

    $  
Total consideration        
Common shares     1,218  
Warrants     316  
Contingent consideration     116  
      1,650  
Purchase price allocation        
Cash     164  
Accounts receivable     15  
Prepaid expenses and deposits     28  
Inventory     393  
Property and equipment     269  
Accounts payable and accrued liabilities     (891 )
Goodwill     1,672  
      1,650  

 

On January 27, 2020, the Company acquired a 50% interest in the Saturninus Partners (“Saturninus”) which operates a licensed retail cannabis store in Sudbury, Ontario. The Company, has classified this acquistion as a joint operation. The activity of the joint operation constitutes a business, as defined in IFRS 3 Business Combinations, it shall apply, to the extent of its share in accordance with all of the principles on business combinations accounting. As consideration for the transaction, the Company issued to nominees of the partners of the partnership an aggregate of 5,319,149 common shares of the Company, as well as common share purchase warrants to purchase up to an aggregate of 2,500,000 shares of the Company. Each warrant entitles the holder to acquire one share at an exercise price of $0.40 per share for a period of two years from the date of issuance. In addition, for a period of 2 years following the closing date, one of the outgoing partners will be entitled to receive, from the Saturninus, a royalty of 1% of the gross revenues of the Sudbury store. Contingent consideration was calculated using the present value of expected payment, discounting using 22% discount rate. The expencted payment is determined by considering the 1% share of forecasted revenue.

 

Management is in the process of gathering the relevant information that existed at the acquisition date to determine the fair value of the net identifiable assets acquired. As such, the initial purchase price was provisionally allocated based on the Company’s estimated fair value of the identifiable assets acquired on the acquisition date. The values assigned are, therefore, preliminary and subject to change. Management continues to refine and finalize its purchase price allocation for the fair value of identifiable intangible assets, property plant and equipment, and the allocation of goodwill. None of the goodwill arising on this acquisition is expected to be deductible for tax purposes. For the three months ended January 31, 2020, Saturninus accounted for $56 in revenues and ($5) in net loss.

 

4. Purchase of Minority interest in Shareholder

 

On December 10, 2019, the Company entered into a definitive share purchase agreement with 2651576 Ontario Inc. (the “Minority Shareholder”), a private Ontario company, to acquire the remaining 49.9% interest (the “Minority Interest”) in High Tide’s majority-owned subsidiary, KushBar Inc. (“KushBar”). Pursuant to the definitive agreement, High Tide, which presently holds a controlling interest of 50.1% in KushBar, will acquire the Minority Interest in a transaction (the “Transaction”) that will result in KushBar becoming a wholly owned subsidiary of High Tide. The consideration paid for the minority interest was by the issuance of a secured convertible debenture in the principal amount of approximately $700 to settle the shareholder loan and 2,645,503 number of common shares in the capital of High Tide (“Shares”) having an aggregate fair value of $500, with each common share priced at the 10-day volume weighted average trading price of the shares on the CSE immediately prior to the closing date.

 

The book value of the non-controlling interest at the time of the purchase was negative $187. The incremental amount of the fair value of the consideration paid over the book value of the non-controlling interest at December 10, 2019, of $500 was recognized as an adjustment to contributed surplus and $187 to accumulated deficit.

 

11

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended January 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

5. Revenue from Contracts with Customers

 

For the three months ended January 31, 2020   Retail     Wholesale     Corporate     Total  
    $     $     $     $  
Primary geographical markets                        
Canada     10,712       871       217       11,800  
USA     1,193       507       -       1,700  
International     159       -       -       159  
Total revenue     12,064       1,378       217       13,659  
Major products and services                                
Cannabis     9,601       -       -       9,601  
Smoking accessories     2,030       1,320       -       3,350  
Franchise royalties and fees     376       -       207       583  
Interest and other revenue     57       58       10       125  
Total revenue     12,064       1,378       217       13,659  
Timing of revenue recognition                                
Transferred at a point in time     12,064       1,378       217       13,659  
Total revenue     12,064       1,378       217       13,659  

 

6. Intangible Assets

 

    Software     Licenses     Lease
buy-out
    Brand
Name
    Goodwill     Total  
    $     $     $     $     $     $  
Cost                                    
Balance, October 31, 2018     159       -       777       -       -       936  
Additions     553       -       1,780       -       -       2,333  
Additions from business combinations     1,136       2,594       -       1,539       9,066       14,335  
Impairment loss     -       -       -       -       (4,600 )     (4,600 )
Balance, October 31, 2019     1,848       2,594       2,557       1,539       4,466       13,004  
Additions     132       -       -       -       -       132  
Additions from business combinations (Note 3)     -       4,326       -       -       1,672       5,998  
Impairment loss     -       -       -       -       -       -  
Balance, January 31, 2020     1,980       6,920       2,557       1,539       6,138       19,134  
Accumulated depreciation                                                
Balance, October 31, 2018     2       -       -       -       -       2  
Amortization     109       75       191       -       -       375  
Balance, October 31, 2019     111       75       191       -       -       377  
Amortization     75       143       7       225                  
Balance, January 31, 2020     186       218       198       -       -       602  
Foreign currency translation                                                
Balance, October 31, 2018     -       -       -       -       -       -  
Recorded in other comprehensive loss     60       -       -       57       336       453  
Balance, October 31, 2019     60       -       -       57       336       453  
Recorded in other comprehensive loss     (1 )     -       -       (1 )     (20 )     (22 )
Balance, January 31, 2020     59       -       -       56       316       431  
Net book value                                                
Balance at October 31, 2018     157       -       777       -       -       934  
Balance, October 31, 2019     1,677       2,519       2,366       1,482       4,130       12,174  
Balance, January 31, 2020     1,735       6,702       2,359       1,483       5,822       18,101  

 

12

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended January 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

7. Property and Equipment

 

    Office
equipment and
computers
    Leasehold
improvements
    Vehicles     Buildings     Total  
    $     $     $     $     $  
Cost                              
Balance, October 31, 2018     193       3,609       167       145       4,114  
Additions     196       6,823       -       2,655       9,674  
Additions from business combinations     63       293       -       -       356  
Impairment loss     -       (220 )     -       -       (220 )
Balance, October 31, 2019     452       10,505       167       2,800       13,924  
Additions     42       330       -       -       372  
Additions from business combinations (Note 3)     19       706       -       -       725  
Impairment loss     -       -       -       -       -  
Balance, January 31, 2020     513       11,541       167       2,800       15,021  
Accumulated depreciation                                        
Balance, October 31, 2018     49       325       142       -       516  
Depreciation     78       940       6       2       1,026  
Balance, October 31, 2019     127       1,265       148       2       1,542  
Depreciation     19       397       3       2       421  
Balance, January 31, 2020     146       1,662       151       4       1,963  
Net book value                                        
Balance, October 31, 2019     325       9,240       19       2,798       12,382  
Balance, January 31, 2020     367       9,879       16       2,796       13,058  

 

8. Prepaid expenses and deposits

 

As at   January 31,
2020
    October 31,
2019
 
    $     $  
Business acquisition deposit     300       300  
Deposits on cannabis retail outlets     1,444       1,380  
Prepaid interest, insurance and other     2,021       1,833  
Prepayment on purchases     647       385  
Total     4,412       3,898  
Less current portion     (2,968 )     (2,518 )
Long-term     1,444       1,380  

 

9. Finance and other costs

 

Finance and other costs are comprised of the following:

 

    January 31,
2020
    January 31,
2019
 
    $     $  
Accretion expense     845       -  
Interest on convertible debenture     583       -  
Interest on notes payable     82       -  
Accretion of lease liability     305       -  
Transaction cost     22       142  
Acquisition costs     600       -  
Total     2,437       142  

 

13

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended January 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

10. Convertible Debentures

 

i. On November 28, 2018, the Company entered into an agreement for a brokered private placement for the sale of up to 20,000 unsecured convertible debentures of the Company, at a price of $1 per debenture for gross proceeds of up to $20,000. The debentures bear interest at a rate of 8.5% per annum, payable on the last business day of each calendar quarter. The debentures are convertible to common shares of the Company at a price of $0.75 per common share and mature two years from the closing of the offering. The first closing occurred on December 13, 2018 issuing 11,330 debentures at a price of $1 per debenture for gross proceeds of $11,330. The company incurred $618 in issue costs in relation to the first closing which included the 504,733 broker warrants valued at $93 using Black-Scholes model with the following assumptions: stock price of $0.36; expected life of 2 years; $Nil dividends; 130% volatility; and risk-free interest rate of 1.60%. Each broker warrant is exercisable for one common share of the Company at a price of $0.75 per share until December 11, 2020.

 

Management calculated the fair value of the liability component as $8,907 using a discount rate of 22%, with the residual amount of $2,422 net of deferred tax of $654 being allocated to the conversion feature recorded in equity. The Company incurred $618 in debt issuance cost, $486 was allocated to debt component and the remaining $132 to the equity.

 

ii. On April 10, 2019, the Company closed the first tranche of the sale of unsecured convertible debentures of the Company under a non-brokered private placement for gross proceeds of $8,360. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.75 per share and mature two years from the closing of the private placement. Under the private placement, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.75 original principal amount of its debenture, resulting in 11,146,667 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.85 per share for two years from the date of issuance. The company incurred $50 in legal costs which was paid by the issuance of 100,000 shares with a fair value of $0.50 per share. The debentures bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.48 prior to the closing date of the private placement. Concurrent with the issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 1,752,621 Shares.

 

Management calculated the fair value of the liability component as $7,138 using a discount rate of 22%, with the residual amount of $1,222 net of deferred tax of $330 being allocated to warrants, recorded in equity. The Company incurred $58 in debt issuance cost, $50 being allocated to debt component and the remaining $8 to the warrants.

 

On December 4, 2019, the Company repaid $1,500 towards the principal of the convertible debt.

 

iii. On June 17, 2019, the Company closed the final tranche of the sale of unsecured convertible debentures of the Company under the non-brokered private placement for gross proceeds of $3,200. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.75 per share and mature two years from the closing of the offering. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.75 original principal amount of its debenture, resulting in 4,266,667 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.85 per share for two years from the date of issuance. The debentures will bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.384 prior to the closing date of the offering. Concurrent with the final tranche issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 855,615 Shares.

 

Management calculated the fair value of the liability component as $2,732 using a discount rate of 22%, with the residual amount of $468 net of deferred tax of $128 being allocated to warrants, recorded in equity. 

 

14

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended January 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

10. Convertible Debentures (continued)

 

iv. On November 14, 2019, the Company closed the sale of unsecured convertible debentures of the Company under the non-brokered private placement for gross proceeds of $2,000. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.252 per share and mature two years from the closing of the offering. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.252 original principal amount of its debenture, resulting in 7,936,057 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.50 per share for two years from the date of issuance. The debentures will bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.255 prior to the closing date of the offering. Concurrent with the final tranche issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 784,314 Shares.

 

Management calculated the fair value of the liability component as $1,707 using a discount rate of 22%, with the residual amount of $292 net of deferred tax of $79 being allocated to warrants, recorded in equity. 

 

v. On December 4, 2019, the Company closed the sale of unsecured convertible debentures of the Company under the non-brokered private placement for gross proceeds of $2,115. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.252 per share and mature two years from the closing of the offering. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.252 original principal amount of its debenture, resulting in 8,392,857 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.50 per share for two years from the date of issuance. The debentures will bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.208 prior to the closing date of the offering. Concurrent with the final tranche issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 1,016,826 Shares. An advising fee of $3 was paid in connection to the convertible debt.

 

Management calculated the fair value of the liability component as $1,806 using a discount rate of 22%, with the residual amount of $309 net of deferred tax of $83 being allocated to warrants, recorded in equity. 

 

vi. On December 12, 2019, the Company issued $700, to acquire the remaining 49.9% interest (the “Minority Interest”) in HighTide’s majority-owned subsidiary, KushBar Inc. Pursuant to the definitive agreement, High Tide, which held a controlling interest of 50.1% in KushBar, acquired the Minority interest in a transaction (the “Transaction”) that resulted in KushBar becoming a wholly owned subsidiary of High Tide. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.25 per share and mature two years from the closing of the offering. The debentures do not bear any interest rate. However, that any principal amount outstanding following the maturity date will bear interest at a rate of 10% per annum until repaid. If, following the expiry of all hold periods imposed by applicable Canadian securities laws, the volume-weighted average trading price of the common shares on the CSE exceeds $0.30 for a period of 30 consecutive days, High Tide will be entitled to, subject to certain other conditions being met, cause the holder to convert all or part of the outstanding principal amount of the debenture into common shares. In addition, if at any time during the term thereof, High Tide issues securities at a price deemed lower than the conversion price then in effect, then, subject to certain other conditions, such conversion price will be adjusted downward to such lower price.

 

In accordance with IFRS 9, the equity conversion option embedded in the convertible debenture was determined to be a derivative liability, which has been recognized separately at its fair value of $461. Subsequent changes in fair value of the equity conversion option will be recognized through profit and loss (i.e. FVTPL). The equity conversion option was classified as a derivative liability as it can be settled through the issuance of a variable number of shares, cash or a combination thereof, based on the trading price at the time of settlement. The fair value of the equity conversion option was determined using the a monte-carlo simulation and the following assumptions: stock price: $0.17; expected life of 2 year; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.25; and risk-free interest rate of 1.65%. The debt host has been recognized at its amortized cost of $239, which represents the remaining fair value allocated from the amount of shareholder loan settled of $700. As of January 31, 2020, the conversion option had a fair value of $470 and the Company recognized a $9 unrealized gain on the derivative liability. The fair value of the equity conversion option was determined using the a monte-carlo simulation and the following assumptions: stock price: $0.20; expected life of 1.88 year; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.25; and risk-free interest rate of 1.65%.

 

15

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended January 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

10. Convertible Debentures (continued)

 

vii. On December 14, 2019, the Company issued $2,000 in convertible debt to settle the put option related to Grasscity acquisition valued at $2,121 as of October 31, 2019. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.252 per share and mature two years from the closing of the offering. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.252 original principal amount of its debenture, resulting in 7,936,508 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.50 per share for two years from the date of issuance. The debentures will bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.175 prior to the closing date of the offering. Concurrent with the final tranche issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 1,142,857 Shares.

 

Management calculated the fair value of the liability component as $1,708 using a discount rate of 22%, with the residual amount of $292 net of deferred tax of $79 being allocated to warrants, recorded in equity. 

 

viii. On January 6, 2020, the Company entered into a loan agreement with Windsor Private Capital (“Windsor”), a Toronto-based merchant bank, for a senior secured, non-revolving term credit facility (“the Facility”) in the amount of up to $10,000. The Company will have immediate access to an initial $6,000, that can be drawn down at Company’s discretion, and subject to satisfaction of certain conditions, will provide the Company with access to an additional $4,000. Provided that certain conditions are satisfied, the Facility will automatically extend for an additional one-year term. The principal amount advanced under the facility is convertible, during its term at any time after an initial 6 month hold period, and at Windsor’s option, into common shares in the capital of the Company at a conversion price of $0.17 per share and mature one year from the closing of the offering. The conversion price is subject to downward adjustment if the Company, at any time during the term of the facility, issues securities at a price deemed lower than the conversion price then in effect. Pursuant to the loan agreement, Windsor is entitled to a one-time placement fee equal to 3.5% of the initial Facility amount, which the Company capitalized into the principal amount advanced under the Facility. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.17 original principal amount of its debenture, resulting in 35,294,117 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.255 per share for two years from the date of issuance. Amounts drawn down under the facility will bear interest at a rate of 11.5% per annum, payable monthly, in arrears, on the last day of each calendar month. As of January 31, 2020, the Company withdrew in the amount of $5,000 from the credit facility.

 

Gross proceeds were $5,000 and net proceeds were $4,743, net of cash transaction costs of $257. The gross proceeds were allocated on a relative fair value basis to the warrants for $327, the host debt component for $1,571, and the embedded derivatives for $3,102. In accordance with IFRS 9, the equity conversion option embedded in the convertible debenture was determined to be a derivative liability, which has been recognized separately at its fair value of $3,102. Subsequent changes in fair value of the equity conversion option will be recognized through profit and loss (i.e. FVTPL). The equity conversion option was classified as a derivative liability as it can be settled through the issuance of a variable number of shares, cash or a combination thereof, based on the trading price at the time of settlement. The fair value of the equity conversion option was determined using the a monte-carlo simulation and the following assumptions: stock price: $0.16; expected life of 1 year; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.25; and risk-free interest rate of 1.65%. Management elected to capitalize transaction costs, which are directly attributable to the issuance of the loan agreement. As of January 31, 2020, the conversion option had a fair value of $2,793 and the Company recognized a $309 unrealized gain on the derivative liability. The fair value of the equity conversion option was determined using the a monte-carlo simulation and the following assumptions: stock price: $0.20; expected life of 0.93 year; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.25; and risk-free interest rate of 1.65%.

 

16

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended January 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

10. Convertible Debentures (continued)

 

As at   January 31,
2020
    October 31,
2019
 
    $     $  
Convertible debentures, beginning of year     19,664       -  
Cash advances from debt     9,115       22,890  
Debt issuance to settle liabilities     2,700       -  
Debt issuance costs paid in cash     (260 )     (471 )
Debt issuance costs paid in equity instruments     -       (93 )
Transfer of warrants component to equity     (979 )     (1,690 )
Transfer of conversion component to equity     (241 )     (2,422 )
Transfer of conversion component to derivative liability     (3,563 )     -  
Revaluation of derivative liability     318       -  
Repayment of debt     (1,500 )     -  
Accretion on convertible debentures     845       1,450  
Total     26,099       19,664  
Less current portion     (11,512 )     -  
Long-term     14,587       19,664  

 

11. Notes payable

 

On May 23, 2019, the Company acquired all of the issued and outstanding shares of Dreamweavers for aggregate consideration of $3,094 which included 3,100,000 common shares with a fair value of $1,147, 1,550,000 purchase warrants exercisable at $0.75 per common share of High Tide and notes payables of $300 repayable over five years with zero interest rate due at each anniversary date. Notes payable was valued at $102 by discounting it over five years at market interest rate of 22%. During, the three-month ended January 31, 2020, the Company incurred accretion of $9.

 

On June 26, 2019, the Company purchased a building in Niagara, Ontario, for the purpose of opening a Canna Cabana retail location. The consideration for the building consisted of $754 in cash, out of which $54 was legal fees, a $1,600 vendor take back loan, and $300 paid in shares. The loan has a twelve-month term and bears an interest rate of 5.5% per annum payable monthly with a maturity date of June 30th, 2020.

 

On September 4, 2019, the Company entered into a $2,000 loan agreement with a private lender. The loan had a twelve-month term and carried an interest rate of 12% per annum payable monthly. In connection with the advance of the loan, the Company issued 1,600,000 warrants to the lender. Each warrant is redeemable for one common share in the capital of the Company at a price of $0.85 per Common Share for a period of two years from the date of the loan agreement. Management calculated the fair value of the liability component as $1,895 using a discount rate of 22%, with the residual amount of $105 being allocated to warrants, recorded in equity. During, the three-month ended January 31, 2020, the Company incurred accretion of $12. The loan was personally guaranteed by the CEO.

 

As at   January 31,
2020
    October 31,
2019
 
    $     $  
Vendor loan     1,600       1,600  
Term loan     1,922       1,910  
Dreamweavers – notes payable     131       122  
Total     3,653       3,632  
Less current portion     (3,582 )     (3,570 )
Long-term     71       62  

 

17

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended January 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

12. Derivative Liability

 

The put option issued on the Grasscity acquistion on December 19, 2019 was initially measured at $2,853 using a monte-carlo simulation and the following assumptions: stock price: $0.3623; expected life of 1 year; $nil dividends; expected volatility of 126% based on comparable companies; exercise price of $0.50; and risk-free interest rate of 1.65%. On October 31, 2019, the Company revalued the fair value of the derivative liability and recognized an unrealized gain of $732 in the consolidated statements of loss and other comprehensive loss. The derivative liability was revalued to $2,121 using monte-carlo simulation and the following assumptions: stock price: $0.25; expected life of 1 year; $nil dividends; expected volatility of 92% based on comparable companies; exercise price of $0.50; and risk-free interest rate of 1.65%. On Decemeber 14, 2019, the Company settled the derivative liability of $2,121 by issuance of $2,000 convertibile debt and recgonized a gain of $121 as revaluation of derivative liability.

 

13. Share Capital

 

(a) Issued:

 

Common shares:

 

    Number of
shares
    Amount  
    #     $  
Balance, October 31, 2018     151,749,914       35,695  
Issued upon listing of securities     36,728,474       13,051  
Issued upon closing of Grasscity acquisition     8,410,470       3,047  
Issued to pay fees in shares     4,042,203       1,607  
Issued to pay interest via shares     2,608,236       1,156  
Reduction in share capital     -       (29,699 )
Issued upon closing of Dreamweavers acquisition     3,100,000       1,147  
Share-based compensation     200,000       71  
Exercise - broker warrants     7,590       3  
Issued upon closing of Jasper Ave. acquisition     559,742       205  
Balance, October 31, 2019     207,406,629       26,283  
Issued to pay fees in shares (i)     852,319       182  
Issued to pay interest via shares (Note 10)     2,944,002       612  
Purchase of minority interest - KushBar Inc. (Note 4)     2,645,503       500  
Acquisition - 2080495 Ontario Inc. (Note 3)     4,761,905       1,100  
Acquisition - Saturninus Partners (Note 3)     5,319,149       1,218  
Balance, January 31, 2020     223,929,507       29,895  

 

(i) During the three months period ended January 31, 2020, Company settled payables of $182 through issuance of 852,319 common shares of the Company.

 

18

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended January 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

14. Stock Option Plan:

 

The Company’s stock option plan limits the number of common shares reserved under the plan from exceeding a “rolling maximum” of ten (10%) percent of the Company’s issued and outstanding common shares from time to time. The stock options vest at the discretion of the Board of Directors, upon grant to directors, officers, employees and consultants of the Company and its subsidiaries. All options that are outstanding will expire upon maturity, or earlier, if the optionee ceases to be a director, officer, employee or consultant or there is a merger, amalgamation or change in control of the Company. One-fourth vesting immediately, one-fourth twelve months after the option grant date, one-fourth eighteen months after the option grant date and one-fourth twenty-four months after the option grant date. The maximum exercise period of an option shall not exceed 10 years from the grant date. Changes in the number of stock options, with their weighted average exercise prices, are summarized below:

 

    January 31, 2020     October 31, 2019  
    Number of
options
    Weighted
Average
Exercise
Price ($)
    Number of
options
    Weighted
Average
Exercise
Price ($)
 
Balance, beginning of year     10,610,000       0.50       -       -  
Granted     -       -       12,410,000       0.50  
Forfeited     (575,000 )     0.50       (1,800,000 )     0.50  
Balance, end of period     10,035,000       0.50       10,610,000       0.50  
Exercisable, end of period     6,981,875       0.50       5,966,875       0.50  

 

For the period ended January 31, 2020, the Company recorded share-based compensation of $27 (2019 -$1,232) related to stock options.

 

15. Warrants

 

    Number of
warrants
    Amount    

Weighted

average

exercise
price

   

Weighted

average

number of

years to
expiry

    Expiry
dates
 
    #     $     $              
Balance, October 31, 2018     4,252,620       906       0.3773       0.44        
Special warrants converted into units November 27, 2018     18,364,236       3,853       0.7500       0.37     November 26, 2020  
Issued to brokers for financing     504,733       93       0.7500       0.01     December 10, 2020  
Issued warrants on Convertibile debt April 18, 2019     11,146,667       885       0.8500       0.31     April 17, 2021  
Issued warrants for acquisition - Dreamweavers     1,550,000       295       0.7500       0.05     May 22, 2021  
Issued warrants on convertibile debt June 17, 2019     4,266,667       340       0.8500       0.13     June 16, 2021  
Issued warrants for services     2,000,000       132       0.5000       0.05     March 21, 2021  
Issued warrants on debt September 04, 2019     1,600,000       105       0.8500       0.06     September 3, 2021  
Warrants exercised     (7,590 )     -       -       -     -  
Balance, October 31, 2019     43,677,333       6,609       0.6083       0.98        
Issued warrants for services (i)     300,000       63       0.3800       0.00     September 3, 2021  
Issued warrants for services (ii)     3,500,000       390       0.3000       0.05     November 12, 2021  
Issued warrants for services (iii)     1,000,000       111       0.3000       0.01     November 12, 2021  
Issued warrants on Convertibile debt November 14, 2019 (Note 10)     7,936,507       213       0.5000       0.10     November 14, 2021  
Issued warrants on Convertibile debt December 4, 2019 (Note 10)     8,392,857       226       0.5000       0.11     December 4, 2021  
Issued warrants on Convertibile debt December 14, 2019 (Note 10)     7,936,508       213       0.5000       0.11     December 12, 2021  
Issued warrants on Convertibile debt January 06, 2020 (Note 10)     58,823,529       327       0.2550       0.84     January 6, 2022  
Issued warrants for acquisition - Saturninus Partners (Note 3)     3,750,000       316       0.4000       0.06     January 26, 2022  
Balance, January 31, 2020     135,316,734       8,468       0.4188       2.26        

 

19

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended January 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

15. Warrants (continued)

 

i) The Company issued 300,000 warrants for business development consultancy. Each warrant will allow the holder to acquire one common share at $0.38. The warrants were valued at $63 using the Black-Scholes model as, the fair value of the services provided cannot be measured reliably and the following assumptions were used: stock price of $0.37; expected life of two years; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.38; and a risk-free interest rate of 1.6%.

 

ii) The Company issued 3,500,000 warrants for business development consultancy. Each warrant will allow the holder to acquire one common share at $0.30. The warrants were valued at $390 using the Black-Scholes model as, the fair value of the services provided cannot be measured reliably and the following assumptions were used: stock price of $0.22; expected life of two years; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.30; and a risk-free interest rate of 1.6%.

 

iii) The Company issued 1,000,000 warrants for business development consultancy. Each warrant will allow the holder to acquire one common share at $0.30. The warrants were valued at $111 using the Black-Scholes model as, the fair value of the services provided cannot be measured reliably and the following assumptions were used: stock price of $0.22; expected life of two years; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.30; and a risk-free interest rate of 1.6%.

 

As at January 31, 2020, 135,316,734 warrants were exercisable.

 

16. Loss Per Share

 

   

Three months ended

January 31

 
    2020     2019  
    $     $  
Net Loss for the year     (3,852 )     (3,822 )
Non-controlling interest     8       42  
Net Loss for the year attributable to owners of the Company     (3,844 )     (3,780 )

 

    #     #  
Weighted average number of common shares - basic and diluted     223,929,507       183,626,459  
Basic loss per share     (0.02 )     (0.02 )
Dilutive loss per share(i)     (0.02 )     (0.02 )

 

(i) The Company did not have any options, warrants or other potential dilutive common share instruments outstanding during the period ended January 31, 2020.

 

20

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended January 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

17. Financial Instruments and Risk Management

 

The Company’s activities expose it to a variety of financial risks. The Company is exposed to credit, liquidity, and market risk due to holding certain financial instruments. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance.

 

Risk management is carried out by senior management in conjunction with the Board of Directors.

 

A full analysis is provided in Note 22 of the audited consolidated financial statements of the company for the year ended October 31, 2019 with significant updates as follows:

 

Credit risk

 

Credit risk arises when a party to a financial instrument will cause a financial loss for the counter party by failing to fulfill its obligation. Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents, accounts receivable, marketable securities and loans receivable. The credit risk relating to cash and cash equivalents and marketable securities balances is limited because the counterparties are large commercial banks. The amounts reported for accounts receivable in the statement of financial position is net of expected credit loss and the net carrying value represents the Company’s maximum exposure to credit risk. Accounts receivable credit exposure is minimized by entering into transactions with creditworthy counterparties and monitoring the age and balances outstanding on an ongoing basis. Sales to retail customers are required to be settled in cash or using major credit cards, mitigating credit risk.

 

The following table sets forth details of the aging profile of accounts receivable and the allowance for expected credit loss:

 

As at   January 31,
2020
    October 31,
2019
 
    $     $  
Current (for less than 30 days)     1,450       1,038  
31 – 60 days     272       336  
61 – 90 days     106       295  
Greater than 90 days     1,070       2,355  
Less allowance     (359 )     (1,639 )
      2,539       2,385  

 

During the period ended January 31, 2020, $1,280 in trade receivables were written off against the loss allowance due to bad debts (year ended October 31, 2019 – $100). Individual receivables which are known to be uncollectible are written off by reducing the carrying amount directly. The remaining accounts receivable are assessed collectively to determine whether there is objective evidence that an impairment has been incurred but not yet been identified.

 

The Company performs a regular assessment of collectability of accounts receivables. The Company monitors the financial performance and/or cash flows of its franchisees through observation of their point of sale system, receipt of cash from customers and maintains regular contact/discussions. For the period ended January 31, 2020, management reviewed the estimates and have not created any additional loss allowances on accounts receivable.

 

21

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended January 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

17. Financial Instruments and Risk Management (continued)

 

Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company generally relies on funds generated from operations, equity and debt financings to provide sufficient liquidity to meet budgeted operating requirements and to supply capital to expand its operations. The Company continues to seek capital to meet current and future obligations as they come due. Maturities of the Company’s financial liabilities are as follows:

 

    Contractual
cash flows
    Less than
one year
    1-5
years
    Greater than
5 years
 
    $     $     $     $  
October 31, 2019                        
Accounts payable and accrued liabilities     4,402       4,402       -       -  
Notes payable     3,632       3,570       62       -  
Shareholder loans     701       701       -       -  
Convertible debentures     19,664       -       19,664       -  
Total     28,399       8,673       19,726       -  
January 31, 2020                                
Accounts payable and accrued liabilities     5,363       5,363       -       -  
Notes payable     3,653       3,582       71       -  
Convertible debentures     26,098       11,512       14,586       -  
Total     35,114       20,457       14,657       -  

 

Interest rate risk

 

The Company is not exposed to significant interest rate risk as its interest-bearing financial instruments carry a fixed rate of interest.

 

Foreign currency risk

 

Foreign currency risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company maintains cash balances and enters into transactions denominated in foreign currencies, which exposes the Company to fluctuating balances and cash flows due to variations in foreign exchange rates.

 

The Canadian dollar equivalent carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities as at January 31, 2020 was as follows:

 

(Canadian dollar equivalent amounts of US dollar and Euro balances)   January 31,
2020 (Euro)
    January 31,
2020 (USD)
    January 31,
2020 Total
    October 31,
2019
 
    $     $     $     $  
Cash     (28 )     336       308       252  
Accounts receivable (including long term portion)     99       118       217       421  
Accounts payable and accrued liabilities     (470 )     (610 )     (1,080 )     (998 )
Net monetary assets     (399 )     (156 )     (555 )     (325 )

 

Assuming all other variables remain constant, a fluctuation of +/- 5.0 percent in the exchange rate between the United States dollar and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $8 (October 31, 2019 - $11). Maintaining constant variables, a fluctuation of +/- 5.0 percent in the exchange rate between the Euro and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $20 (October 31, 2019 - $17). To date, the Company has not entered into financial derivative contracts to manage exposure to fluctuations in foreign exchange rates.

 

22

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended January 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

18. Segmented Information

 

Segments are identified by management based on the allocation of resources, which is done on a basis of selling channel rather than by legal entity. As such, the Company has established two main segments, being retail and wholesale, with a Corporate segment which includes oversight and start up operations of new entities until such time as revenue generation commences. The reportable segments are managed separately because of the unique characteristics and requirements of each business.

 

    Retail     Retail     Wholesale     Wholesale     Corporate     Corporate     Total     Total  
  2020     2019     2020     2019     2020     2019     2020     2019  
For the three months ended January 31,   ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)  
Net Revenue     12,063       2,899       1,378       2,102       218       -       13,659       5,001  
Gross margin     4,090       1,042       471       748       216       -       4,777       1,790  
Income (loss) from operations     (464 )     (1,287 )     (376 )     (189 )     (1,103 )     (3,384 )     (1,943 )     (4,860 )
Net (loss) Income     (619 )     (1,041 )     (400 )     (158 )     (2,833 )     (2,623 )     (3,852 )     (3,822 )
                                                                 
Total assets     44,455       32,350       6,008       4,819       18,867       3,574       69,330       40,743  
Total liabilities     20,213       4,521       1,784       672       36,619       26,143       58,616       31,336  

 

    Canada     Canada     USA     USA     Europe     Europe     Total     Total  
  2020     2019     2020     2019     2020     2019     2020     2019  
For the three months ended January 31,   ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)  
Net Revenue     12,241       4,356       -       -       1,418       645       13,659       5,001  
Gross margin     4,046       1,498       -       -       731       292       4,777       1,790  
Income (loss) from operations     (1,573 )     (4,735 )     (181 )     -       (189 )     (125 )     (1,943 )     (4,860 )
Net (loss) Income     (3,454 )     (3,696 )     (204 )     -       (194 )     (126 )     (3,852 )     (3,822 )
                                                                 
Total assets     64,371       33,894       1,020       -       3,939       6,849       69,330       40,743  
Total liabilities     56,876       30,830       834       -       906       506       58,616       31,336  

 

19. Related Party Transactions

 

As at January 31, 2020, the Company had the following transactions with related parties as defined in IAS 24 – Related Party Disclosures, except those pertaining to transactions with key management personnel in the ordinary course of their employment and/or directorship arrangements and transactions with the Company’s shareholders in the form of various financing.

 

Financing transactions

 

Included in the convertible debenture issued on December 12, 2018, was an investment by a related party, CannaIncome Fund Corporation, for a total subscription amount of $250.

 

Operational transactions

 

An office and warehouse unit has been developed by Grover Properties Inc., a company that is related through a common controlling shareholder and the President & CEO of the company. The office and warehouse space were leased to High Tide to accommodate the Company’s operational expansion. The lease was established by an independent real estate valuations services company at prevailing market rates and has annual lease payments totalling $386 per annum. The primary lease term is 5 years with two additional 5-year term extensions exercisable at the option of the Company. To facilitate the mortgage for the development of this unit, a loan guarantee of up to $1,500 has been provided by Smoker’s Corner Ltd., a subsidary of High Tide Inc.

 

23

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended January 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

20. Right of Use Assets and Lease Obligations

 

The Company entered into various lease agreements predominantly to execute its retail platform strategy. The Company leases properties such as various retail stores and offices. Lease contracts are typically made for fixed periods of 5 to 10 years but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.

 

Right of use assets   $  
Balance at November 1, 2019     19,638  
Net additions     -  
Depreciation expense for the period     (720 )
Impairment / modification (or can combined in net additions)     (24 )
Balance at January 31, 2020     18,894  

 

Lease Liabilities   $  
Balance at November 1, 2019     19,543  
Net additions     -  
Cash outflows in the period     (969 )
Accretion (Interest) expense for the period ended     305  
Remeasurement / modification (or can combined in net additions)     -  
Balance at January 31, 2020     18,879  
Current     (4,199 )
Non-current     14,680  

 

The following is a summary of the contractual undiscounted cash outflows for lease obligations as of January 31, 2020:

 

    $  
Less than one year     3,981  
Between one and five years     13,095  
Greater than five years     3,163  
      20,239  

 

Contingent liability

 

An action with the Court of Queen’s Bench (Alberta) (the “QB Claim”) and a complaint with the Human Rights Tribunal (Alberta) (the “HR Complaint”) was filed by a former employee. The amount claimed by the former employee is approximately $200 plus interest and other costs. The Company has calculated a provision based on the amount claimed and the probability of the QB Claim being successful.

 

24

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended January 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

21. Non-controlling interest

 

On December 10, 2019, the Company entered into a definitive share purchase agreement with 2651576 Ontario Inc. (the “Minority Shareholder”), a private Ontario company, to acquire the remaining 49.9% interest (the “Minority Interest”) in High Tide’s majority-owned subsidiary, KushBar Inc. (“KushBar”). Pursuant to the definitive agreement, High Tide, which presently holds a controlling interest of 50.1% in KushBar, will acquire the Minority Interest in a transaction (the “Transaction”) that will result in KushBar becoming a wholly owned subsidiary of High Tide. The net change in the non-controlling interests for the three months ended January 31, 2020, were as follows:

 

    $  
As at October 31, 2019     (179 )
Net Income     (8 )
Purchase of non-controlling interest     187  
As at January 31, 2020     -  

 

22. Subsequent Events

 

(i) On February 14, 2020, the Company entered into a asset sale agreement with Halo Labs Inc. (“Halo”), under which High Tide will sell its KushBar retail cannabis assets and the rights to 5 permitted retail cannabis stores (the “Portfolio”) to Halo for $12,000, payable in the form of 46,153,846 common shares of Halo, of which $3,500 has been paid to the Company as a non-refundable deposit, subject to certain limited circumstances. In addition, Halo has agreed to engage the Company to substantially oversee all aspects of its retail cannabis operations with respect to the Portfolio and will pay the Company ongoing royalties for regulatory advisory services and retail management, and a fixed fee for managing the construction of the unopened stores.

 

(ii) On February 21, 2020, the Company closed the acquisition of 102088460 Saskatchewan Ltd., which operates a licensed retail cannabis store in Tisdale, Saskatchewan (the “Tisdale Store”). The consideration paid to acquire the Tisdale Store was $219 in cash, $500 in the form of a promissory note due six months from the time of closing of the transaction and 5,000,000 of common shares of the Company with a fair value of $975. Due to the short time period between the closing of the acquisition date and the publication of these consolidated financial statements, the allocation of the purchase price has not been provided because that information has not yet been finalized.

 

25

EXHIBIT 99.21

 

 

 

 

 

 

Management’s Discussion & Analysis

For the three months ended January 31, 2020 and 2019

 

 

 

 

 

 

 

 

 

 

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the three months ended January 31, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

This Management’s Discussion and Analysis (“MD&A”) of High Tide Inc. (“High Tide” or the “Company”) for the three months ended January 31, 2020 and 2019 is dated March 30, 2020. This MD&A should be read in conjunction with the audited Consolidated Financial Statements of the Company for the year ended October 31, 2019 (hereafter the “Financial Statements”) and with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”).

 

In this document, the terms “we”, “us” and “our” refer to High Tide. This document also refers to the Company’s three reportable operating segments: (i) the “Retail” Segment represented by the businesses of the Company’s subsidiaries, including Canna Cabana Inc. (“Canna Cabana”), KushBar Inc. (“KushBar”), SJV B.V. and SJV2 B.V. (collectively “Grasscity”) and Smoker’s Corner Ltd. (“Smoker’s Corner”), (ii) the “Wholesale” Segment represented by the businesses of Company’s subsidiaries, RGR Canada Inc. (“RGR”) and Famous Brandz Inc. (“Famous Brandz”), and (iii) the “Corporate” Segment.

 

High Tide is an Alberta based, retail focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. The Company’s shares are listed on the Canadian Securities Exchange (“CSE”) under the symbol “HITI”, the Frankfurt Stock Exchange (“FSE”) under the securities identification code ‘WKN: A2PBPS’ and the symbol “2LY”, and on the OTCQB Market (“OTCQB”) under the symbol “HITIF”. The address of the Company’s corporate and registered office is # 120 – 4954 Richard Road SW, Calgary, Alberta T3E 6L1, while the address of the Company’s headquarters is #112, 11127 15 Street NE, Calgary, Alberta, T3K 2M4.

 

Additional information about the Company, including the October 31, 2019 audited Consolidated Financial Statements, news releases and the Company’s long form prospectus can be accessed at www.sedar.com and at www.hightideinc.com.

 

Forward-Looking Information and Statements

 

Certain statements contained within this MD&A, and in certain documents incorporated by reference into this document, constitute forward-looking statements. These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “budget”, “plan”, “continue”, “estimate”, “expect”, “forecast”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements.

 

In particular, this MD&A contains forward-looking statements pertaining, without limitation, to the following: changes in general and administrative expenses; future business operations and activities and the timing thereof; the future tax liability of the Company; the estimated future contractual obligations of the Company; the future liquidity and financial capacity of the Company; and its ability to fund its working capital and forecasted capital expenditures.

 

We believe the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in, or incorporated by reference into, this MD&A should not be unduly relied upon.

 

These forward-looking statements speak only as of the date of this MD&A or as of the date specified in the documents incorporated by reference into this MD&A, as the case may be. The actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this MD&A; counterparty credit risk; access to capital; limitations on insurance; changes in environmental or legislation applicable to our operations, and our ability to comply with current and future environmental and other laws; changes in income tax laws or changes in tax laws and incentive programs relating to the cannabis industry; and the other factors discussed under Section 10: “Financial Instruments and Risk Management” in this MD&A.

 

Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking statements contained in this MD&A and the documents incorporated by reference herein are expressly qualified by this cautionary statement. The forward-looking statements contained in this document speak only as of the date of this document and the Company does not assume any obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable securities laws.

 

2

 

 

High Tide Inc.
Management’s Discussion and Analysis

For the three months ended January 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Changes in Accounting Policies and Critical Accounting Estimates

 

The significant accounting policies applied in preparation of the unaudited condensed interim consolidated financial statements for the three months ended January 31, 2020 are consistent with those applied and disclosed in Note 2 of the Company’s 2019 audited consolidated financial statements. On November 1, 2019 the Company adopted IFRS 16 – Leases. The new standard has significant changes to the lessee accounting by removing the distinction between operating and finance leases and requires lessees to recognize a lease liability reflecting its obligation for future lease payments and a right-of-use asset representing its right to use the underlying asset. The impact of the adoption of IFRS 16 is disclosed in Note 2 and Note 18 of the condensed interim consolidated financial statements for the three months ended January 31, 2020. Critical accounting estimates remain the same as disclosed in the audited consolidated financial statements for the year ended October 31, 2019.

 

On November 1, 2019, the Company adopted the new accounting standard, IFRS 16, Leases (“IFRS 16”) using the modified retrospective approach and has not restated comparatives for the 2019 reporting period, as permitted under the specific transitional provisions in the standard.

 

Non-IFRS Financial Measures

 

Throughout this MD&A, references are made to non-IFRS financial measures, including earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA. These measures do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. Non-IFRS measures provide investors with a supplemental measure of the Company’s operating performance and therefore highlight trends in Company’s core business that may not otherwise be apparent when relying solely on IFRS measures. Management uses non-IFRS measures in measuring the financial performance of the Company.

 

Corporate Overview

 

Nature of Operations

 

The Company’s vision is to offer a full range of best-in-class products and services to cannabis consumers, while growing organically and through acquisitions, to become the world’s premier retail-focused and vertically integrated enterprise.

 

The Company’s retail operations are focused on business-to-consumer markets. The operations of Canna Cabana (which is one of Canada’s largest cannabis retail networks) and KushBar are focused both on the retail sale of recreational cannabis products for adult use as well as smoking accessories. Grasscity has been operating as a major e-commerce retailer of smoking accessories for over 20 years and has significant brand equity in the United States and around the world. Grasscity brings a recognizable name and an established online sales channel for High Tide to sell its proprietary products.

 

The wholesale operations of RGR are primarily focused on the manufacturing and distribution of smoking accessories and cannabis lifestyle products. RGR designs and distributes a proprietary suite of branded smoking accessories including overseeing their contract manufacturing by third parties. RGR also distributes a minority of products that are manufactured by third parties. RGR does not sell its products directly to consumers but operates an e-commerce platform for wholesale customers. Similar to RGR, the wholesale operations of Famous Brandz are primarily focused on the manufacturing and distribution of smoking accessories and cannabis lifestyle products. Famous Brandz differentiates itself from RGR by focusing on acquiring celebrity licences, designing and distributing branded products. Famous Brandz has developed an extensive network of wholesale clients across Canada, the United States and Europe.

 

3

 

 

High Tide Inc.
Management’s Discussion and Analysis

For the three months ended January 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Established Consumer Brands:

 

 

Competitive Landscape

 

As of the date of this MD&A, the Company operates 27 corporately owned retail cannabis locations represented by 25 Canna Cabana locations and 2 KushBar locations. Further, the Company has a 50% interest in a partnership that operates a retail Canna Cabana branded location in Sudbury, Ontario. The Company is also represented by one branded location in Toronto, Ontario, as well as one franchise in Calgary. In total, the Company currently has a total of 30 branded retail cannabis stores operating across Canada.

 

Following the October 2018 legalization of cannabis for adult recreational use in Canada, High Tide established both Canna Cabana and KushBar retail concepts to rapidly service customers across Alberta, Ontario and Saskatchewan. Canna Cabana provides a unique customer experience focused on retention and loyalty through its Cabana Club customer membership platform. Members of Cabana Club receive SMS & email communications highlighting new and upcoming product arrivals, member-only events, and special deals. As of the date of this MD&A, approximately 46,950 members have joined Cabana Club, with the majority subscribing in-store, while completing purchase transactions. As a result, the database communicates with highly relevant consumers who are segmented at the local level by delivering regular content specific to their local Canna Cabana location. Canna Cabana and Kushbar operate amidst many competitors, both consolidated and independent. Notable competitors include Choom, Fire & Flower, Meta Growth, Nova Cannabis, and Spiritleaf, as well as numerous independent retailers.

 

The Company anticipates significant additional growth in revenue due to the legalization of cannabis edibles and concentrate products. Limited initial releases of vape and edible products by Canadian Licensed Producers have been well received by current retail customers, while also attracting many new customers that were previously purchasing from legacy and illicit market providers. As new products within the highly popular concentrates category become available, we expect to gain even more share of the Canadian cannabis consumer market.

 

Most of the Company’s competitors applicable to its Wholesale Segment operate primarily as product distributors, while RGR and Famous Brandz both designs, source, import and distribute their products. This creates advantages through vertical integration, enabling RGR and Famous Brandz to bring unique product designs to market, and offer wholesale customers favourable and flexible pricing.

 

In the future, the Company expects its Retail Segment to experience increased competition from the recreational cannabis industry as a greater number of third-party stores are established across Canada to offer both cannabis products and smoking accessories. However, the Company believes that its product knowledge, operational expertise and margin maximization achieved through its vertically integrated smoking accessories business will enable it to operate profitably over the long term. In addition, the Company expects opportunities to arise from the legalization of recreational cannabis for its Wholesale Segment to acquire new clients by supplying third-party retailers with smoking accessories on a wholesale basis, thereby offsetting some of the risks associated with increased competition affecting the Retail Segment.

 

4

 

 

High Tide Inc.
Management’s Discussion and Analysis

For the three months ended January 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

While the Company is presently focused on its existing markets in the Provinces of Alberta, Saskatchewan and Ontario, the Company is waiting for a final approval from the British Columbia Liquor Distribution Branch (“BC LDB”) to establish up to the maximum number of eight Canna Cabana locations per operator in the Province of British Columbia. The Company also intends to enter other provinces and territories as regulations permit and anticipates being able to grow both organically as well as through acquisition in the future.

 

Select Financial Highlights and Operating Performance

 

    Three months ended
January 31
       
    2020     2019     % Change  
    $     $        
Revenue     13,659       5,001       173 %
Gross Profit     4,777       1,790       167 %
Gross Profit Margin     35 %     36 %     (1 )%
Total Operating Expenses     (6,720 )     (6,651 )     1 %
Adjusted EBITDA(a)     (550 )     (3,338 )     84 %
Loss from Operations     (1,943 )     (4,861 )     (60 )%
Net Loss     (3,852 )     (3,822 )     1 %
Loss Per Share (Basic)     (0.02 )     (0.02 )     -  
Loss Per Share (Diluted)     (0.02 )     (0.02 )     -  

 

(a) Adjusted EBITDA is a non-IFRS financial measure. A reconciliation of the adjusted EBITDA to net loss in found under “EBITDA and adjusted EBITDA” in this MD&A.

 

Revenue increased by 173% to $13,659 in the first quarter of 2020 (2019: $5,001) and gross profit increased by 167% to $4,777 in the first quarter of 2020 (2019: $1,790). Loss from operations decreased to $1,943 in the first quarter of 2020 (2019: $4,861).

 

The key factors affecting the results for the three-month period ended January 31, 2020 were:

 

  Merchandise Sales – Merchandise sales increased by $8,051 or 164% for the three-month period ended January 31, 2020 as compared to same period in 2019. Growth in merchandise sales was largely driven by increase in the number of Canna Cabana stores across Canada and from the acquired businesses. 
     
Operating Expenses – The increase was primarily driven by the Company’s planned increase in personnel and operating costs to support the establishment of retail network across Canada.

 

Revenue

 

Revenue increased by 173% or $8,658 to $13,659 in the first quarter of 2020 (2019: $5,001).

 

The increase in sales was driven primarily by the retail segment of the Company with operations of Canna Cabana, KushBar and Grasscity.

 

Sales growth (excluding franchisee revenues) led to increases in revenues of $8,658 between all segments. During the three-month period ended January 31, 2020, Canna Cabana locations processed over 537,000 transactions, fortifying our loyal Cabana Club customer base and connecting new shoppers to our strong consumer-focused retail experience.

 

5

 

 

High Tide Inc.
Management’s Discussion and Analysis

For the three months ended January 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Our industry leading Cabana Club program delivers information to transacting customers. Cabana Club members receive SMS & email communications highlighting new and upcoming product arrivals, member-only events, and special promotions that connect them to their local Canna Cabana store.  Our program focuses on building long-term purchase habits and a strong relationship with our customers, and we’re proud that over 60% of our daily business is conducted with regular Cabana Club members.

 

The Company launched its proprietary data analytics service named Cabanalytics TM and started generating subscription-based revenue. The Company continues to realize significant interest in its data analytics service, which is expected to result in a growing subscriber base.

 

Gross Profit

 

For the three-month period ended January 31, 2020, gross profit increased by $2,987 as compared to the same period during the prior year, which was driven by the increase in sales volume. The gross profit margin remained consistent around 35%.

 

Operating Expenses

 

Total operating expenses increased by $69 to $6,720 for the three-month period ended January 31, 2020 (2019: $6,651). Operating expenses increased over the same period in 2019 due to Company’s efforts to take advantage of significant market opportunities created due to the deregulation of recreational cannabis for adult use across Canada, which occurred on October 17, 2018. This increased effort resulted in the Company being represented by 30 branded stores across Canada as at the date of this MD&A in the Provinces of Alberta, Ontario, and Saskatchewan, while being ready to expand its operations into British Columbia in the near future.

 

The increase in operating expenses was largely attributed to salaries, wages and benefits expenses, which increased by $953 compared to the same period during the prior year. The planned increase in staffing was due to the need for additional personnel, within both the Retail and the Corporate Segments, to facilitate growth and to ensure the Company could take advantage of various market opportunities. Share-based compensation expense decreased by $1,205 for the three-month period ended January 31, 2020 compared to the same period during the prior year.

 

General and administrative expenses decreased by $196 for the three-month period ended January 31, 2020 compared to the same period in 2019 primarily as a result of the adoption of IFRS 16. Additionally, professional fees expenses decreased by $116 during the three-month period ended January 31, 2020, compared to the same period during the prior year. As the Company integrates the acquired businesses and streamlines the process to fully benefit from the synergies, the Company expects to seeing further reductions in its operating expenses.

 

Financing and Other Costs

 

Financing and other costs of $2,437 was recorded during the three-month period ended January 31, 2020, representing the expense associated with the interest expense related to convertible debentures, accretion of lease liabilities, transaction costs related to securing a loan, and transaction costs related to the Company’s acquisitions.

 

6

 

 

High Tide Inc.
Management’s Discussion and Analysis

For the three months ended January 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Segment Operations

 

  Retail     Retail     Wholesale     Wholesale     Corporate     Corporate     Total     Total  
For the three months   2020     2019     2020     2019     2020     2019     2020     2019  
ended January 31,   ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)  
Net Revenue     12,063       2,899       1,378       2,102       218       -       13,659       5,001  
Gross margin     4,090       1,042       471       748       216       -       4,777       1,790  
Income (loss) from operations     (464 )     (1,287 )     (376 )     (189 )     (1,103 )     (3,384 )     (1,943 )     (4,860 )
Net (loss) Income     (619 )     (1,041 )     (400 )     (158 )     (2,833 )     (2,623 )     (3,852 )     (3,822 )
Total assets     44,455       32,350       6,008       4,819       18,867       3,574       69,330       40,743  
Total liabilities     20,213       4,521       1,784       672       36,619       26,143       58,616       31,336  

 

Retail Segment Performance

 

 

The Company’s Retail Segment demonstrated significant sales and revenue growth with an increase in revenue of $9,164 compared to same period last year. Revenue growth is primarily attributable to the increased number of Canna Cabana and KushBar locations.

 

A full quarter of Grasscity revenue further contributed to the increase in overall revenue. Grasscity attracts approximately 5.8 million users to its online website each year and has had over 34 million unique users join its online forums since inception. High Tide continues to invest in Grasscity to refresh its online sales platform, increase its searchability and align its supply chain with RGR and Famous Brandz. Grasscity is a strong strategic fit with High Tide based on its strong brand and online presence, while enabling the Company to leverage its vertical integration to improve order fulfillment, customer reach, product margins and the overall profitability of the business.

 

Gross profit for the three-month period ended January 31, 2020 increased by $3,048 compared to same period last year while the gross profit margin rate declined slightly to 34%. The decline in gross margin rate is due, in combination, to the product mix at Canna Cabana that earns a lower blended margin than purely from the sale of higher-margin smoking accessories, as well as due to a decline in financing and fixed royalty revenues. High Tide will continue to optimize its operations to improve margins as cannabis sales become an increasingly larger portion of the product mix.

 

7

 

 

High Tide Inc.
Management’s Discussion and Analysis

For the three months ended January 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

For the three-month period ended January 31, 2020, the Retail Segment incurred a loss from operations of $464 compared to a loss from operations of $1,287 in the same period last year.

 

Wholesale Segment Performance

 

Revenues in the Company’s Wholesale Segment decreased by $724 to $1,378 in the three-month period ended January 31, 2020 (2019: $2,102). The decrease in revenue was driven by the timing of large purchase orders that were fulfilled in the same period last year, which did not occur in the first quarter of 2020.

 

Gross profit decreased by $277 to $471 in the three-month period ended January 31, 2020, compared to $748 for the same period last year.

 

The Wholesale Segment incurred a loss from operations of $376 compared to a loss from operations of $189 in the same period during the prior year.

 

Corporate Segment Performance

 

The Corporate Segment’s main function is to administer the other two Segments (Retail and Wholesale) and is responsible for the executive management and financing needs of the business. The Corporate Segment earned revenues of $218 in the three-month period ended January 31, 2020, compared to no revenue being earned in the same period during the prior year. The revenue was made up of royalty fees and interest revenues.

 

Geographical Segments

 

 

8

 

 

High Tide Inc.
Management’s Discussion and Analysis

For the three months ended January 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

The following presents information related to the Company’s geographical Segments:

 

For the three months ended January 31, 2020   Retail     Wholesale     Corporate     Total  
    $     $     $     $  
Primary geographical markets                        
Canada     10,712       871       217       11,800  
USA     1,193       507       -       1,700  
International     159       -       -       159  
Total revenue     12,064       1,378       217       13,659  
Major products and services                                
Cannabis     9,601       -       -       9,601  
Smoking accessories     2,030       1,320       -       3,350  
Franchise royalties and fees     376       -       207       583  
Interest and other revenue     57       58       10       125  
Total revenue     12,064       1,378       217       13,659  
Timing of revenue recognition                                
Transferred at a point in time     12,064       1,378       217       13,659  
Total revenue     12,064       1,378       217       13,659  

 

Sales performance increased significantly on average, with Canna Cabana leading Canadian sales and Grasscity contributing to US and International sales. Revenues in the International segment are comprised of sales made to all countries outside of North America.

 

Summary of Quarterly Results

 

(C$ in thousands,   Q1     Q4     Q3     Q2     Q1     Q4     Q3     Q2  
except per share amounts)   2020     2019     2019     2019     2019     2018     2018     2018  
Revenue     13,659       11,409       8,288       6,596       5,001       2,283       2,175       1,554  
Adjusted EBITDA (b)     (550 )     (6,004 )     (3,369 )     (3,486 )     (3,338 )     (2,749 )     (698 )     (704 )
Loss from Operations     (1,943 )     (6,393 )     (4,038 )     (4,582 )     (4,861 )     (2,771 )     (707 )     (721 )
Net Loss     (3,852 )     (15,427 )     (3,724 )     (3,319 )     (3,822 )     (3,847 )     (615 )     (396 )
Net Loss per Share (Basic)     (0.02 )     (0.07 )     (0.02 )     (0.02 )     (0.02 )     (0.05 )     -       -  
Net Loss per Share (Diluted)     (0.02 )     (0.07 )     (0.02 )     (0.02 )     (0.02 )     (0.05 )     -       -  

 

(b) Adjusted EBITDA is a non-IFRS financial measure. A reconciliation of the adjusted EBITDA to net loss is found under “EBITDA and adjusted EBITDA” in this MD&A.

 

Aside from the seasonal increase in consumer spending leading up to and slightly after the winter holiday period, which occurs in the first quarter of the Company’s fiscal year, seasonality is becoming a decreasing factor in the Company’s sales performance as the Retail Segment grows. Quarter over quarter revenues are increasing as the Company aggressively expands Canna Cabana operations and integrates acquired businesses such as Grasscity and Dreamweavers into the Company’s business.

 

The adjusted EBITDA increased by $2,788 in the first quarter of 2020 compared to same period in the prior year due to higher revenues and improving operating expenses as a percentage of revenues.

 

9

 

 

High Tide Inc.
Management’s Discussion and Analysis

For the three months ended January 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

 

EBITDA and adjusted EBITDA

 

The Company defines EBITDA and adjusted EBITDA as per the tables below. It should be noted that these performance measures are not defined under IFRS and may not be comparable to similar measures used by other entities. The Company believes that these measures are useful financial metrics as they assist in determining the ability to generate cash from operations. Investors should be cautioned that EBITDA and adjusted EBITDA should not be construed as an alternative to net earnings or cash flows as determined under IFRS. The reconciling items between net earnings, EBITDA, and adjusted EBITDA are as follows:

 

    2020(1)     2019(2)     2018(3)  
    Q1     Q4     Q3     Q2     Q1     Q4     Q3     Q2  
Net Loss     (3,852 )     (15,429 )     (3,724 )     (3,319 )     (3,822 )     (3,847 )     (615 )     (396 )
Income taxes     (85 )     2,998       (1,310 )     (1,166 )     (1,230 )     (1,529 )     (9 )     42  
Accretion and interest     1,815       1,676       1,040       231       106       -       -       -  
Depreciation and amortization     1,366       478       462       275       186       58       9       9  
EBITDA     (756 )     (10,277 )     (3,532 )     (3,979 )     (4,760 )     (5,318 )     (615 )     (345 )
Foreign exchange     (4 )     49       (41 )     (39 )     75       190       (32 )     (339 )
Transaction and acquisition costs     622       (36 )     -       -       142       491       -       8  
Revaluation of derivative liability     (439 )     (732 )     -       -       -       -       -       -  
Discount on accounts receivable     -       87       (5 )     (58 )     (24 )     475       -       -  
Gain on extinguishment of financial liability     -       (129 )     -       -       -       -       -       -  
Related party balances written off     -       34       -       -               1,419       -       -  
Impairment loss     -       4,820       -       -       -       -       -       -  
Share-based compensation     27       180       207       590       1,232       -       -       -  
Gain on disposal of property and equipment     -       -       2       -       (3 )     -       -       -  
FV change in conversion feature     -       -       -       -       -       (28 )     -       (28 )
Disposition of marketable securities     -       -       -       -       -       22       (51 )     -  
Adjusted EBITDA     (550 )     (6,004 )     (3,369 )     (3,486 )     (3,338 )     (2,749 )     (698 )     (704 )

  

(1) Cash outflow for the lease liabilities during the three-month period ended January 31, 2020 were $969.
(2) Financial information for 2019 has not been restated for the adoption of IFRS 16.
(3) Financial information for 2018 has not bee restated for the adoption of IFRS 15 and IFRS 16.

 

10

 

 

High Tide Inc.
Management’s Discussion and Analysis

For the three months ended January 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

  

Financial Position, Liquidity and Capital Resources

 

Assets

 

As at January 31, 2020, the Company had a working capital deficit of $11,085, compared to surplus of $1,938 on October 31, 2019. The change is mainly due to the maturity of convertible debt of $11,512 and related derivative liability of $3,245 being less than 12 months away as of January 31, 2020. During the first quarter of 2020, the Company secured a credit facility of up to $10,000 from Windsor Capital. After the first quarter of 2020, the Company agreed to sell the assets of KushBar and the rights to five permitted retail cannabis stores to Halo Labs for $12,000. These transactions provide the Company enough liquidity for working capital and to pursue its near-term expansion plan.

 

Total assets of the Company were $69,330 on January 31, 2020 compared to $40,743 on October 31, 2019. The increase in total assets is primarily due to an increase in intangible assets as a result of the acquisition of 2680495 Ontario Inc. (“2680495”), operating as Canna Cabana branded store in Hamilton, Ontario, and a 50% interest in Saturninus Partners, operating as Canna Cabana branded store Sudbury, Ontario. Assets also increased due to capital asset additions, inventory purchases, and prepaid lease deposits as a result of the expansion into the recreational retail sector during the period. The increase in total assets is also due to the recognition of right of use assets amounting to $18,894 as a result of the transition to IFRS 16 on November 1, 2019.

 

Liabilities

 

Total liabilities increased to $58,616 at January 31, 2020 compared to $31,336 on October 31, 2019 primarily due to increase in convertible debentures of $6,435 and increase in derivative liability of $1,124 arising from convertible debt. The proceeds from convertible debenture were used for expansion and working capital. As well, primarily due to the recognition of lease obligations amounting to $18,879 as a result of the transition to IFRS 16 on November 1, 2019.

 

Summary of Outstanding Share Data

 

The Company had the following securities issued and outstanding as at the date of this MD&A:

 

Securities(1)   Units 
Outstanding
 
Issued and outstanding common shares     232,542,271  
Warrants     135,316,734  
Stock options     10,235,000  
Convertible debentures     33,205  

 

(1) Refer to the Company’s Consolidated Financial Statements for a detailed description of these securities.

 

Cash Flows

 

During the three-month period ended January 31, 2020, the Company had an overall increase in cash and cash equivalents of $3,293 (2019: decrease $1,236).

 

Total cash used in operating activities was $320 for the three-month period ended January 31, 2020 (2019: $3,943). The decrease in operating cash outflows are primarily driven by cost reduction initiatives taken by the management and due to adoption of IFRS 16. Cash used in investing activities was $2,771 (2019: $8,072) as a result of cash paid for business acquisition of 2680495. Cash from financing activities was $6,384 (2019: $10,779) as a result of issuing convertible debentures and drawing balance from Windsor credit facility to facilitate business acquisitions during the first quarter of 2020.

 

11

 

 

High Tide Inc.
Management’s Discussion and Analysis

For the three months ended January 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Liquidity

 

In addition to cash and cash equivalents and non-cash working capital discussed above, the Company secured a credit facility of up to $10,000 from Windsor Capital during the first quarter of 2020 and subsequent to the first quarter of 2020, agreed to sell the assets of KushBar and the rights to five permitted retail cannabis stores to Halo Labs for $12,000. These transactions provide the Company enough liquidity for working capital and to pursue its near-term expansion plan.

 

Capital Management

 

The Company’s objectives when managing capital resources are to:

 

I. Deploy capital to provide an appropriate return on investment to its shareholders.
II. Maintain financial flexibility to preserve the Company’s ability to meet financial obligations; and
III. Maintain a capital structure that provides financial flexibility to execute on strategic opportunities.

 

The Company’s strategy is formulated to maintain a flexible capital structure consistent with the objectives as stated above and to respond to changes in economic conditions and the risk characteristics of the underlying assets. The Board of Directors does not establish quantitative return on capital criteria for management, but rather promotes year over-year sustainable profitable growth. The Company is not subject to any externally imposed capital requirements or covenants. The Company’s capital structure consists of equity and working capital. To maintain or alter the capital structure, the Company may adjust capital spending, raise new debt and issue share capital. The Company anticipates it will have adequate liquidity to fund future working capital, commitments, and forecasted capital expenditures through a combination of cash flow, cash on hand, and financings subsequent to the end of the year.

 

Off Balance Sheet Transactions

 

The Company does not have any financial arrangements that are excluded from the Financial Statements as at January 31, 2020, nor are any such arrangements outstanding as of the date of this MD&A.

 

Transactions Between Related Parties

 

Financing transactions

 

Included in the convertible debenture issued on December 12, 2018, was an investment by a related party, CannaIncome Fund Corporation, for a total subscription amount of $250.

 

Operational transactions

 

An office and warehouse unit has been developed by Grover Properties Inc., a company that is related through a common controlling shareholder and the President & CEO of the company. The office and warehouse space were leased to High Tide to accommodate the Company’s operational expansion. The lease was established by an independent real estate valuations services company at prevailing market rates and has annual lease payments totalling $386 per annum. The primary lease term is 5 years with two additional 5-year term extensions exercisable at the option of the Company. To facilitate the mortgage for the development of this unit, a loan guarantee of up to $1,500 has been provided by Smoker’s Corner Ltd., a subsidiary of High Tide Inc.

 

Subsequent Events

 

(i) On February 14, 2020, the Company entered into a binding asset sale agreement with Halo Labs Inc. (“Halo”), under which High Tide will sell its KushBar retail cannabis assets and the rights to five permitted retail cannabis stores (the “Portfolio”) to Halo for $12,000, payable in the form of 46,153,846 common shares of Halo, of which $3,500 has been paid to the Company as a non-refundable deposit, subject to certain limited circumstances. In addition, Halo has agreed to engage the Company to substantially oversee all aspects of its retail cannabis operations with respect to the Portfolio and will pay the Company ongoing royalties for regulatory advisory services and retail management, and a fixed fee for managing the construction of the unopened stores.

 

12

 

 

High Tide Inc.
Management’s Discussion and Analysis

For the three months ended January 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

(ii) On February 21, 2020, the Company closed the acquisition of 102088460 Saskatchewan Ltd., which operates a licensed retail cannabis store in Tisdale, Saskatchewan (the “Tisdale Store”). The consideration paid to acquire the Tisdale Store was $219 in cash, $500 in the form of a promissory note due six months from the time of closing of the transaction and 5,000,000 of common shares of the Company with a fair value of $975. Under IFRS 3, if the acquisition date of a business combination is after the end of the reporting period, but prior the publication of the consolidated financial statements, the Company must provide the information required by IFRS 3 unless the initial accounting for the business combination is incomplete. Due to the short time period between the closing of the acquisition date and the publication of these consolidated financial statements, the allocation of the purchase price has not been provided because that information has not yet been finalized.

 

Financial Instruments

 

The Company’s activities expose it to a variety of financial risks. The Company is exposed to credit, liquidity, and market risk because of holding certain financial instruments. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance. Risk management is carried out by senior management in conjunction with the Board of Directors.

 

Financial instruments that subject the Company to credit risk consist primarily of cash, accounts receivable, marketable securities and loans receivable. The credit risk relating to cash and cash equivalents and marketable securities balances is limited because the counterparties are large commercial banks. The amounts reported for accounts receivable in the statement of financial position is net of allowances for doubtful accounts and bad debts and the net carrying value represents the Company’s maximum exposure to credit risk. Accounts receivable credit exposure is minimized by entering into transactions with creditworthy counterparties and monitoring the age and balances outstanding on an ongoing basis. Sales to retail customers are required to be settled in cash or using major credit cards, mitigating credit risk.

 

Individual receivables which are known to be uncollectible are written off by reducing the carrying amount directly. The remaining accounts receivable are assessed collectively to determine whether there is objective evidence that an impairment has been incurred but not yet been identified.

 

The Company performs a regular assessment of collectability of accounts receivables. The Company monitors the financial performance and/or cash flows of its franchisees through observation of their point of sale system, receipt of cash from customers and maintains regular contact/discussions.

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company generally relies on funds generated from operations and equity financings to provide sufficient liquidity to meet budgeted operating requirements and to supply capital to expand its operations.

 

Foreign currency risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company maintains cash balances and enters into transactions denominated in foreign currencies, which exposes the Company to fluctuating balances and cash flows due to variations in foreign exchange rates.

 

Outlook

 

COVID-19 has resulted in unexpected uncertainties which, at this time, make it prudent for High Tide to temporarily withdraw its previous outlook statement of becoming profitable in the 2020 fiscal year. The Company has been continuing to respond to COVID-19 with changes to internal business practices consistent with the guidelines of public health authorities. Since inception, High Tide’s purpose has been to serve cannabis enthusiasts and a significant part of that commitment is ensuring the Company is putting the safety of its customers and employees first. The Company has implemented significant measures to protect the health and wellbeing of these valued groups of individuals. High Tide continues to monitor the situation closely while keeping its retail locations and wholesale facilities open, where permitted.

 

13

 

 

High Tide Inc.
Management’s Discussion and Analysis

For the three months ended January 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

  

The Company believes that the senior secured credit facility advanced by Windsor Capital, together with the proceeds from the eventual sale of the common shares of Halo Labs, position the Company to be well funded to execute on its strategic objectives in 2020. This estimate is considered a financial outlook under applicable securities laws. The estimate and any other financial outlooks or future-oriented financial information included herein has been approved by management of High Tide as of the date hereof. Such financial outlooks or future-oriented financial information are provided for the purpose of presenting information about management’s current expectations and goals relating to the future business of High Tide. Readers are cautioned that actual results may vary materially as a result of a number of risks, uncertainties and other factors, many of which are beyond High Tide’s control. See “Cautionary Note Regarding Forward-Looking Statements”.

 

At present, High Tide has 23 Canna Cabana locations (including one franchise) in Alberta, 2 locations in Saskatchewan, 2 locations in Ontario, 1 Canna Cabana branded location in Ontario and 2 KushBar locations in Alberta. The Company also has 18 development permits on hand to continue expanding across Alberta. As previously announced, the 2 operating KushBar locations and 5 of the development permits have been conditionally sold to US-based Halo Labs. High Tide is currently developing 7 retail sites in Alberta, with 3 currently under construction including a premium location in Banff. In due course, the Company will develop all permits, among other, to achieve the maximum allowable number of stores per operator in Alberta, which is currently capped at 42 by AGLC until December 31, 2020.

 

Going forward, Ontario is the largest and most important market for the Company. High Tide expects to acquire the Canna Cabana location in Toronto shortly, while also submitting applications to receive up to 7 more retail licenses throughout 2020 to achieve the current AGCO maximum of 10 stores per operator. The Company is also in the final stages of clearing due diligence with the LCRB and intends to open the maximum of 8 allowable stores per operator in British Columbia. High Tide is currently evaluating entering the Yukon and Northwest Territories to open cannabis retail stores.

 

Regarding the Company’s e-commerce business, High Tide is looking forward to launching CBDcity.com in the near term for customers in the US and EU. High Tide continues to expand the Grasscity accessories portfolio and its US-based order fulfillment capabilities from the Las Vegas warehouse.

 

Overall, management continues to review segment operations and streamline processes to reduce expenses including changes to staffing levels, reductions in general and administrative expenses and reductions in professional fees.

 

Risk Assessment

 

Management of High Tide defines risk as the evaluation of probability that an event might happen in the future that could negatively affect the financial condition, results of operations, and/or reputation of the Company. The following section describes specific and general risks that could affect the Company. The following descriptions of risk do not include all possible risks as there may be other risks of which management is currently unaware.

 

Changes in Laws and Regulations

 

The Cannabis Act became effective on October 17, 2018. The Company’s success is contingent, in part, upon compliance with regulatory requirements enacted by governmental authorities and obtaining all regulatory approvals for the operation of its business. Further, the Company cannot predict the time required to secure all appropriate regulatory approvals for its business. The impact of cannabis regulatory compliance regime could have an adverse effect on the Company’s business, results of operation and financial condition.

 

14

 

 

High Tide Inc.
Management’s Discussion and Analysis

For the three months ended January 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Failure to Manage Growth Successfully

 

The Company’s business has grown rapidly in the last year. The Company’s growth places a strain on managerial, financial and human resources. The Company will need to provide adequate operational, financial and management controls and reporting procedures to manage the continued growth in the number of employees, scope of operating and financial systems and the geographic area of operations. Expanding the business into new geographic areas requires the Company to incur costs, which may be significant, before any associated revenues materialize. Future growth beyond the next 12 months will depend upon a number of factors, including the Company’s ability to:

 

raise further equity and/or debt financing to fund the completion of the Company’s expansion plans, including the build-out of new recreational cannabis stores, and the expansion of its client base.

 

hire, train and management additional employees to provide agreed upon services.

 

execute on, and successfully integrate, acquisitions.

 

expand the Company’s internal management to maintain control over operations and provide support to other functional areas within High Tide.

 

High Tide’s inability to achieve any of these objectives could harm the Company’s business, financial condition, reputation and operating results.

 

Dependence on Key Personnel

 

The success of High Tide is largely dependent on the performance of its key employees and directors. Failure to retain key employees and directors and to attract and retain additional key employees with necessary skills could have a material adverse impact on the Company’s growth and profitability. The departure of any key personnel could have a material adverse effect on the Company’s business, results of operations and financial condition.

 

Competition

 

As more licenses are issued, the Company will experience intense competition from other organizations with more financial resources, market access, and marketing experience than the Company. Increased competition may cause price reductions, reduced gross margins and loss of market share, any of which could have a material adverse effect on the Company’s business, results of operation and financial condition.

 

Failure to Secure Retail Locations

 

One of the factors in the growth of the Company’s Cannabis retail business depends on the Company’s ability to secure attractive locations on terms acceptable to the Company. The Company faces competition for retail locations from its competitors and from operators of other businesses. There is no assurance that future locations will produce the same results as past locations.

 

Cyber Risks

 

The Company and its third-party services provider’s information systems are vulnerable to an increasing threat of continually evolving cybersecurity risks. These risks may take the form of malware, computer viruses, cyber threats, extortion, employee error, malfeasance, system errors or other types of risks, and may occur from inside or outside of the respective organizations. The operations of the Company depend, in part, on how well networks, equipment, information technology systems and software are protected against damage from a number of threats. The failure of information systems or a component of information system could, depending on the nature of any such failure, could have a material adverse effect on the Company’s, business, its reputation, results of operation and financial condition.

 

Market Risk

 

COVID-19 outbreak remains unknown, it has introduced uncertainty and volatility in global markets and economies. The Company is monitoring developments and is prepared for any impacts related to COVID-19. The Company has a comprehensive pandemic and business continuity plan that ensures its readiness to appropriately address and mitigate any business risks and impacts to customers and employees. The Company believes, this could have a material adverse effect on the Company’s business, results of operations and financial condition.

 

 

15

 

EXHIBIT 99.22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT 99.23

 

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Announces Agreement to Sell KushBar Assets to Halo Labs for $12 Million

 

High Tide unlocks substantial value from existing portfolio, receiving $3.5M non-refundable deposit, subject to certain limited circumstances, in Halo shares on signing and $8.5M in Halo shares on closing
Halo to engage High Tide to provide regulatory, construction and retail operational assistance, creating turn-key solution for Halo to enter retail cannabis market
High Tide to receive success fee for building out each unopened store and recurring royalty revenue for providing retail management assistance

 

Calgary, AB, February 14, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (FRA:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, today announced that it has entered into a binding asset purchase agreement (the “Agreement”) with Halo Labs Inc. (“Halo”) (NEO: HALO, OTCQX: AGEEF, Germany: A9KN), under which High Tide will sell its KushBar retail cannabis assets and the rights to 5 permitted retail cannabis stores (the “Portfolio”) to Halo for $12 Million, payable in the form of 46,153,846 common shares of Halo, of which $3.5 Million has been paid to High Tide as a non-refundable deposit, subject to certain limited circumstances (the “Transaction”). In addition, Halo has agreed to engage High Tide to substantially oversee all aspects of its retail cannabis operations with respect to the Portfolio and will pay High Tide ongoing royalties for regulatory advisory services and retail management, and a fixed fee for managing the construction of the unopened stores.

 

The Transaction follows on Halo and High Tide’s previous announcement of their strategic partnership in May of 2019. “Through the sale of KushBar under this transaction, High Tide simplifies its retail cannabis strategy to focus on Canna Cabana while adding another client for its evolving third-party retail store management business,” said Raj Grover, High Tide’s President & Chief Executive Officer. “We are excited to mark our strategic entry into the Canadian retail cannabis market with this initial portfolio of assets in Alberta. We look forward to strengthening our relationship with High Tide and benefitting from its expertise in retail store development and operations management,” added Kiran Sidhu, Chief Executive Officer of Halo. Following the closing of the Transaction, the Company will still hold 14 development permits on hand, which it expects to develop into Canna Cabana retail cannabis stores across Alberta in due course.

 

 

 

The Transaction is subject to the review and approval of Alberta Gaming, Liquor & Cannabis (“AGLC”) and is expected to close within 150 days. The Portfolio includes operating KushBar cannabis retail stores in Camrose and Morinville, a location nearing completion in Medicine Hat, as well as permitted retail cannabis store locations in Calgary, Edmonton, Edson and Fort McMurray.

 

The Company authorized the issuance of 3,600,000 shares to pay certain arm’s length third-party finders, all shares issued will be subject to a four month and one day statutory hold period.

 

Separately, on January 31, 2020, Alex Mackay, Chief Operating Officer, departed High Tide for family reasons. Since joining High Tide in February of 2019, Mr. Mackay was primarily responsible for the retail and wholesale operations of the Company. Going forward, Raj Grover, President & Chief Executive Officer, will oversee the Company’s operations with the assistance from David Evelyn, Senior Director of Operations.

 

About High Tide Inc.

 

High Tide (CSE:HITI) (OTCQB:HITIF) (FRA:2LY) is an Alberta-based, retail-focused cannabis company enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including Canna Cabana Inc., KushBar Inc., Grasscity.com, Smoker’s Corner Ltd., RGR Canada Inc. and Famous Brandz Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 27 branded stores, is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a second retail cannabis business with 2 operating stores in Alberta, offering a modern experience aimed at the growing customer bases in Alberta and Ontario. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. Founded in 2009 and approved by the Canadian Franchise Association, Smoker’s Corner Ltd. is among Canada’s largest counter-culture chains with 7 locations. Representing the core of High Tide’s wholesale segment, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

2

 

 

About Halo

 

Halo is a global cannabis cultivation, manufacturing, and distribution company that grows and extracts and processes quality cannabis flower, oils and concentrates. Halo is a global leader in cannabis oil and concentrates, having sold over 5 million grams of oils and concentrates since inception which is the fastest growing segment in the cannabis industry. The Company has expertise across all major cannabis manufacturing processes, leveraging a variety of proprietary processes and products. In addition to concentrates, Halo operates cultivation sites including a 6-acre outdoor grow in Southern Oregon as well a greenhouse and planned outdoor grow in Lesotho.  Halo has continued to evolve delivering value with its products and now via verticalization in key markets and globally. Recently the company entered into binding agreements to acquire a dispensary in Los Angeles as well as an import and distribution license for medical cannabis flower in the United Kingdom. The forward-thinking company is led by a strong, diverse management team with deep industry knowledge and blue-chip experience. The Company is currently operating in California and Oregon, as well as in Nevada with our partner Just Quality, LLC, and in Lesotho with the 205-hectare Bophelo cultivation zone.

 

With a consumer-centric focus, Halo will continue to market innovative, branded, and private label products across multiple product categories. Halo recently acquired Dispensary Track platform which will alleviate customer flow constraints experienced by dispensaries and enable direct consumer interaction.

 

For further information regarding Halo, see Halo’s disclosure documents on SEDAR at www.sedar.com.

 

CONTACT INFORMATION

 

Halo Labs

Investor Relations

info@halocanna.com

 

Forward-Looking Information

 

Certain statements in this news release are forward-looking information or forward-looking statements, including, but not limited to statements with regard to the ability of the Company to build on its existing cannabis retail strategy in order to address market demand and the needs of mainstream cannabis consumers, and the Company’s growth and expansion prospects and outlook. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

3

 

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. business. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

4

 

 

EXHIBIT 99.24

 

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Acquires Retail Cannabis Store in Saskatchewan

 

Calgary, AB, February 21, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, today announced that it has closed the acquisition of a retail cannabis store (the “Transaction”) currently operating in Tisdale, Saskatchewan (the “Tisdale Store”) as licensed by the Saskatchewan Liquor and Gaming Authority (the “SLGA”). The consideration paid to acquire the Tisdale Store was $200,000 in cash, $500,000 in the form of a promissory note due six months from the time of closing of the Transaction and 5,000,000 of common shares of the Company.

 

Operating since the spring of 2019, the Tisdale Store has become a destination in the area, drawing local residents as well as people from surrounding communities as customers. “Our purchase of the Tisdale Store marks our second location in Saskatchewan, which is expected to increase our ability to negotiate better wholesale prices directly with licensed producers of cannabis products, among other advantages including the opportunity to expand our e-commerce business in the province,” said Raj Grover, President and Chief Executive Officer of High Tide. “We welcome the staff of the Tisdale Store to the High Tide family and look forward to growing our Canna Cabana business and further enjoying the SLGA’s industry-leading regulatory framework”, added Mr. Grover.

 

Separately, on February 27, 2020, Nick Kuzyk, Chief Strategy Officer & SVP Capital Markets, will be transitioning to a consulting role with the Company. Since joining High Tide on April 2, 2018, Mr. Kuzyk was primarily responsible for the areas of corporate development, mergers and acquisition, raising capital and investor relations. Raj Grover, President & Chief Executive Officer, will continue to oversee the Company’s corporate strategic initiatives, while the capital markets and investor relations functions have been allocated across various internal and external resources.

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis company enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including Canna Cabana Inc., KushBar Inc. Grasscity.com, Smoker’s Corner Ltd., RGR Canada Inc. and Famous Brandz Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

 

 

With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 28 branded stores, is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a second retail cannabis business with 2 operating stores in Alberta, offering a modern experience aimed at the growing customer bases in Alberta and Ontario. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. Founded in 2009 and approved by the Canadian Franchise Association, Smoker’s Corner Ltd. is among Canada’s oldest counter-culture chains with 7 locations. Representing the core of High Tide’s wholesale segment, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Forward-Looking Information, Forward Looking Financial Information, and Non-IFRS Measures

 

Certain statements in this news release are forward-looking information or forward-looking statements, including, but not limited to statements with regard to the ability of the Company to build on its existing cannabis retail strategy in order to address market demand and the needs of mainstream cannabis consumers, and the Company’s growth and expansion prospects and outlook. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

2

 

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. and KushBar Inc. businesses. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

This news release also contains certain future oriented financial information and financial outlooks (collectively, “FOFI”) within the meaning of applicable Canadian securities laws. The FOFI has been prepared by management of the Company for inclusion as at January 21, 2020, solely to demonstrate the underlying performance of the Sudbury Store and the benefits of the Transaction to shareholders. Management of the Company believes that the FOFI has been prepared on a reasonable basis, reflecting best estimates and judgments, and based on a number of assumptions management believes are reasonable as well as information provided to the Company by the Vendor. However, because this information is highly subjective and subject to numerous risks, including the risks discussed above, it should not be relied on as necessarily indicative of future results. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the FOFI prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although management of the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended.

 

The FOFI included in this news release may be based on certain non-International Financial Reporting Standards (“IFRS”) financial measures, including EBITDA, EBIT before special items, and EBITDA before special items, adjusted net income, adjusted earnings per share and free cash flow. These non-IFRS measures do not have standardized meanings prescribed by IFRS, and therefore, others using these terms may define them differently. The Company has used or included such non-IFRS measures solely to provide investors with added insight into the underlying performance of the Sudbury Store and the proposed Transaction, and readers are cautioned that the non-IFRS measures included herein (or incorporated in the FOFI included herein) may not be appropriate for any other purpose. These non-IFRS measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

 

The forward-looking statements and FOFI contained herein are current as of the date of this news release. Except as required by law, the Company does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement or FOFI, nor does it intend, or assume any obligation, to update or revise these forward-looking statements or FOFI to reflect new events or circumstances. Any and all forward-looking statements and FOFI included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

3

 

 

EXHIBIT 99.25

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT 99.26

 

 

 

 

 

 

 

 

Consolidated Financial Statements

 

 

For the years ended October 31, 2019 and 2018

(Stated In thousands of Canadian dollars, except share and per share amounts)

 

 

 

 

 

 

High Tide Inc.

Consolidated Statements of Financial Position

As at October 31, 2019 and 2018

(Stated – In thousands of Canadian dollars)

  

    Notes   2019     2018  
        $     $  
Assets                
Current assets                
Cash and cash equivalents         806       8,198  
Restricted marketable securities         50       -  
Accounts receivable   22     2,385       855  
Inventory   10     6,800       3,463  
Prepaid expenses, deposits and other receivables   9     2,518       4,931  
Current portion of loans receivable   11     261       62  
Total current assets         12,819       17,509  
                     
Non-current assets                    
Loans receivable   11     878       -  
Property and equipment   6     12,382       3,598  
Long term prepaid expenses, deposits and other receivables   9     1,380       1,200  
Long term accounts receivable         -       706  
Deferred tax asset   16     2,964       1,975  
Intangible assets   7     6,500       934  
Goodwill   4, 8     5,258       -  
Total non-current assets         29,362       8,413  
Total assets         42,180       25,922  
                     
Liabilities                    
Current liabilities                    
Accounts payable and accrued liabilities   22     4,428       2,515  
Notes payable current   14     3,570       -  
Short term contract liability         7       -  
Income taxes payable         -       33  
Current portion of finance lease obligation   13     6       6  
Shareholder loans   26     701       36  
Derivative liability   12     2,121       -  
Total current liabilities         10,833       2,590  
                     
Non-current liabilities                    
Notes payable   14     62       -  
Convertible debentures   15     19,664       -  
Long term contract liability         89       -  
Finance lease obligations   13     11       17  
Deferred tax liability   4     782       -  
Total non-current liabilities         20,608       17  
Total liabilities         31,441       2,607  
                     
Shareholders’ equity                    
Share capital   17     26,283       35,695  
Contributed surplus   18     2,119       -  
Convertible debentures – equity   15     600       -  
Warrants   20     8,756       16,904  
Special warrants   19     -       905  
Accumulated other comprehensive income         (366 )     -  
Accumulated deficit         (26,474 )     (30,176 )
Equity attributable to owners of the Company         10,918       23,328  
Non-controlling interest   26     (179 )     (13 )
Total shareholders’ equity         10,739       23,315  
Total liabilities and shareholders’ equity         42,180       25,922  

 

President and Chairman of the Board Director and Chairman of the Audit Committee

 

2

High Tide Inc.

Consolidated Statements of Loss and Other Comprehensive Loss

For the year ended October 31, 2019 and 2018

(Stated – In thousands of Canadian dollars)

 

    Notes   2019     2018  
        $     $  
Revenue                
Merchandise sales         29,445       7,676  
Royalty revenue         1,516       835  
Interest and other revenue       333       238  
Net revenue   5     31,294       8,749  
                     
Cost of sales         (19,897 )     (5,639 )
Gross profit         11,397       3,110  
Expenses                    
Salaries, wages and benefits         (10,482 )     (2,938 )
Share-based compensation   18     (2,209 )     -  
General and administration         (8,111 )     (2,012 )
Professional fees         (6,463 )     (970 )
Advertising and promotion         (2,252 )     (698 )
Depreciation and amortization   5, 6     (1,416 )     (86 )
Interest and bank charges         (324 )     (140 )
Total expenses         (31,257 )     (6,843 )
Loss from operations         (19,860 )     (3,734 )
                     
Other income (expenses)                    
FV Change in Conversion Feature and warrants liability         -       28  
Revaluation of derivative liability   12     733       -  
Impairment loss   6, 8     (4,820 )     -  
Reclassification of available for sale reserve upon settlement of marketable securities         -       29  
Related party balances written off         -       (1,419 )
Discount on accounts receivable         -       (475 )
Financing Costs         (3,089 )     (499 )
Foreign exchange gain (loss)         (45 )     42  
Gain on extinguishment of financial liability   15(x), 24     129       -  
Total other income (expenses)         (7,092 )     (2,295 )
                     
Loss before taxes         (26,952 )     (6,029 )
Deferred tax recovery (expense), net   16     883       1,495  
Loss for the year         (26,069 )     (4,533 )
                     
Other comprehensive loss                    
Translation difference on re-valuation of foreign subsidary         (367 )     -  
Unrealized loss on available for sale marketable securities         -       (22 )
Reclassification of available for sale reserve upon settlement of marketable securities         -       (29 )
Total comprehensive loss for the year         (26,436 )     (4,584 )
                     
Net loss and comprehensive loss attributable to:                    
Owners of the Company         (26,270 )     (4,571 )
Non-controlling interest   26     (166 )     (13 )
          (26,436 )     (4,584 )
                     
Loss per share                    
Basic   21     (0.13 )     (0.04 )
Diluted   21     (0.13 )     (0.04 )

 

Commitments and Contingencies (Note 25)
Subsequent Events (Note 27) 

 

3

High Tide Inc.

Consolidated Statements of Changes in Shareholders’ Equity (Deficiency)

(Stated – In thousands of Canadian dollars)

 

    Note   Share
capital
    Special
warrants
    Warrants    

Contributed

surplus

    Equity
portion of
convertible
debt
   

Accumulated
other
comprehensive income (loss)

   

Accumulated
deficit

   

Attributable
to owners

of the
Company

    NCI     Total  
          $       $       $       $       $       $       $       $       $       $  
Balance, October 31, 2017         668       -       -       -       -       51       (10,375 )     (9,656 )     -       (9,656 )
Shares issued for cash   17(i)     445       -       -       -       -       -       -       445       -       445  
Shares issued on debt conversion   17(ii)     852       -       -       -       -       -       -       852       -       852  
Shares issued for services rendered   17(iii)     146       -       -       -       -       -       -       146       -       145  
Shares issued - convertible debentures   20(i)     669       -       -       -       -       -       -       669       -       669  
Shares and warrants issued on reorganization   17(v)     31,987       -       242       -       -       -       (10,789 )     21,440       -       21,440  
Eliminated on corporate reorganization   17(v)     (2,779 )     -       -       -       -       -       -       (2,779 )     -       (2,779 )
Dividends on corporate reorganization         -       -       -       -       -       -       (4,492 )     (4,492 )     -       (4,492 )
Shares issued on High Tide incorporation   17(iv)     20       -       -       -       -       -       -       20       -       20  
Private placement   17(vi)     3,705       -       -       -       -       -       -       3705       -       3,705  
Share issue costs – cash   17(vii)     (263 )     -       -       -       -       -       -       (263 )     -       (263 )
Broker warrants   17(vi)     (158 )     -       158       -       -       -       -       -       -       -  
Unrealized (loss) gain on marketable securities         -       -       -       -       -       (22 )     22       -       -       -  
Marketable securities upon settlement         -       -       -       -       -       (29 )     29       -       -       -  
Intangible assets acquisition   17(vii)     290       -       -       -       -       -       -       290       -       290  
Special warrants   19     -       18,364       -       -       -       -       -       18,364       -       18,364  
Warrant issue costs         -       (2,000 )     506       -       -       -       -       (1,494 )     -       (1,494 )
Tax effect of share issue costs         113       540       -       -       -       -       -       653       -       654  
Net loss         -       -       -       -       -       -       (4,571 )     (4,571 )     (13 )     (4,584 )
Balance, October 31, 2018         35,695       16,904       906       -       -       -       (30,176 )     23,329       (13 )     23,316  
Transition adjustment – IFRS 9   2d     -       -       -       -       -       -       (26 )     (26 )     -       (26 )
Transition adjustment – IFRS 15   2d     -       -       -       -       -       -       (66 )     (66 )     -       (66 )
Conversion of special warrants   19     13,051       (16,904 )     3,853       -       -       -       -       -       -       -  
Warrants issued December, 2018   15(i)     -       -       1,784       -       -       -       -       1,784       -       1,784  
Acquisition - Grasscity   4a     3,047       -       -       -       -       -       -       3,047       -       3,047  
Share-based compensation   18     71       -       -       2,119       -       -       -       2,190       -       2,190  
Equity portion of convertible debentures   15     -       -       -       -       600       -       -       600       -       600  
Cumulative translation adjustment         -       -       -       -       -       (366 )             (366 )     -       (366 )
Interest payment paid in shares   15     1,156       -       -       -       -       -       -       1,156       -       1,156  
Warrants issued April, 2019   15     -       -       1,213       -       -       -       -       1,213       -       1,213  
Acquisition - Dreamweavers   4b     1,147       -       295       -       -       -       -       1,442       -       1,442  
Acquisition - Jasper Ave.   4d     205       -       -       -       -       -       -       205               205  
Warrants issued June, 2019   15     -       -       468       -       -       -       -       468       -       468  
Corporate reorganization   17(ix)     (29,699 )     -       -       -       -       -       29,699       -       -       -  
Fee paid in shares & warrants   17(x)     1,607       -       132       -       -       -       -       1,739       -       1,739  
Warrants issued September, 2019   14     -       -       105       -       -       -       -       105       -       105  
Warrant exercise         3       -       -       -       -       -       -       3       -       3  
Comprehensive loss for the year         -       -       -       -       -       -       (25,905 )     (25,905 )     (166 )     (26,071 )
Balance, October 31, 2019       26,283       -       8,756       2,119       600       (366 )     (26,474 )     10,918       (179 )     10,739  

 

4

High Tide Inc.

Consolidated Statements of Cash Flows

For the year ended October 31, 2019 and 2018

(Stated – In thousands of Canadian dollars)

 

    Notes   2019     2018  
        $     $  
Operating activities                
Loss for the year         (26,068 )     (4,533 )
Income tax recovery         (990 )     (1,495 )
Finance costs and fees for services paid in shares         2,586       8  
Depreciation and amortization   6,7     1,416       86  
Impairment loss         4,820       -  
Revaluation of derivative liability   12     (733 )     (28 )
Share-based compensation   18     2,209       146  
Inventory Obsolesence         -       182  
Related party balances written-off         -       1,419  
Provision for impairment on accounts receivable         -       19  
Discount on accounts receivable         -       475  
          (16,760 )     (3,722 )
Changes in non-cash working capital                    
Accounts receivable         (737 )     (673 )
Inventory         (1,892 )     (102 )
Loans receivable   11     (1,077 )     313  
Prepaid expenses and deposits   9     2,384       (5,898 )
Accounts payable and accrued liabilities   22     2,905       1,716  
Income tax payable         (73 )     -  
Contract liability         30       -  
Shareholder loans   26     665       (413 )
Net cash used in operating activities         (14,555 )     (8,779 )
                     
Investing activities                    
Purchase of property and equipment   6     (8,059 )     (3,581 )
Purchase of intangible assets   7     (2,135 )     (646 )
Notes Payable   14     2,000       -  
Acquisition costs   4     (6,972 )     -  
Net cash used in investing activities         (15,167 )     (4,227 )
                     
Financing activities                    
Repayment of finance lease obligations   13     (6 )     (31 )
Proceeds from convertible debentures net of issue costs   15     22,385       566  
Net proceeds from share issuance         -       3,887  
Net proceeds special warrant issuance         -       16,870  
Restricted marketable securities         (50 )     -  
Payment of dividends         -       (1,155 )
Net cash provided by financing activities         22,329       20,137  
                     
Net (decrease) increase in cash and cash equivalents         (7,392 )     7,131  
Cash and cash equivalents, beginning of the year         8,198       1,067  
Cash and cash equivalents, end of the year         806       8,198  

 

5

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

1. Nature of Operations

 

High Tide Inc. (the “Company” or “High Tide”) is a downstream focused retailer of cannabis products, distributor, and a seller of smoking accessories, as well as a vertically integrated manufacturer of smoking accessories. The Company’s shares are listed on the Canadian Stock Exchange (“CSE”) under the symbol “HITI”, the Frankfurt Stock Exchange (“FSE”) under the securities identification code ‘WKN: A2PBPS’ and the ticker symbol “2LY”, and on the OTCQB Market (“OTCQB”) under the symbol “HITIF”. The address of the Company’s corporate and registered office is # 120 – 4954 Richard Road SW, Calgary, Alberta T3E 6L1.

 

High Tide does not engage in any U.S. cannabis-related activities as defined by the Canadian Securities Administrators Staff Notice 51-352.

 

2. Basis of Preparation

 

2.1 Statement of Compliance

 

The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee (“IFRIC”).

 

These consolidated financial Statements were approved and authorized for issue by the Board of Directors on February 25, 2020.

 

2.1 Basis of measurement

 

The consolidated financial statements, presented in thousands of Canadian Dollars, have been prepared on a historical cost basis, stock options, warrants and certain financial instruments which are measured at fair value. The accounting policies set out below have been applied consistently by the Company and its wholly owned subsidiaries for the periods presented.

 

For comparative purposes, the Company has reclassified certain immaterial items on the comparative consolidated statement of financial position and the consolidated statements of comprehensive loss to conform with current period’s presentation.

 

2.2 Functional and presentation currency

 

The consolidated financial statements are presented in Canadian dollars, which is the Company’s presentation currency.

 

The functional currency of the Company’s Canadian subsidiaries is the Canadian dollar (“CAD”), and of the Company’s United States (“U.S.”) subsidiaries is the USD, and of the Company’s European subsidiaries is the Euro (“EUR”). Translation gains and losses resulting from the consolidation of operations in Canada, USA and Europe, are recognized in other comprehensive income in the statement of comprehensive loss and as a separate component of shareholders’ equity on the consolidated statement of changes in equity.

 

2.3 Basis of consolidation

 

Subsidiaries

 

Subsidiaries   Percentage Ownership     Functional Currency
Canna Cabana Inc.     100.00 %   Canadian Dollar
RGR Canada Inc.     100.00 %   Canadian Dollar
Famous Brandz Inc.     100.00 %   Canadian Dollar
Canna Cabana (SK) Inc.     100.00 %   Canadian Dollar
Smoker’s Corner Ltd.     100.00 %   Canadian Dollar
KushBar Inc.     50.10 %   Canadian Dollar
Kush West Distribution Inc.     100.00 %   Canadian Dollar
HT Global Imports Inc.     100.00 %   Canadian Dollar
High Tide BV (Grasscity)     100.00 %   European Euro
Valiant Distrbutions Inc.     100.00 %   U.S. Dollar

 

Subsidiaries are entities controlled by High Tide. Control is achieved where the entity has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries acquired or disposed of during the year are included in the consolidated statements of comprehensive loss from the effective date of acquisition and up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the consolidated financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Company. Intra-group balances and transactions, and any unrealized gains and losses or income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements.

 

6

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

3. Accounting Policies

 

The accounting policies set out below have been applied consistently to all years presented in these consolidated financial statements, and have been applied consistently by the Company and its subsidiaries.

 

Use of estimates & accounting judgements

 

The preparation of these consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities and shareholders’ equity at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the year. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.

 

The estimates and assumptions are reviewed on an ongoing basis. Revisions in accounting estimates are recognized in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years.

 

A. Use of estimates

 

Critical accounting estimates are those that require management to make assumptions about matters that are highly uncertain at the time the estimate or assumption is made. Critical accounting estimates are also those that could potentially have a material impact on the Company’s financial results where a different estimate or assumption is used. The significant areas of estimation uncertainty are:

 

Expected credit losses

 

The Company’s accounts receivables are typically short-term in nature and the Company recognizes an amount equal to the lifetime expected credit losses (“ECL”). The Company measures loss allowances based on historical experience and including forecasted economic conditions. The amount of ECLs is sensitive to changes in circumstances of forecast economic conditions.

 

Inventory valuation

 

Inventory is carried at the lower of cost and net realizable value; in estimating net realizable value, the Company makes estimates related to obsolescence, future selling prices, seasonality, customer behaviour, and fluctuations in inventory levels.

 

Estimated useful lives, residual values and depreciation of property and equipment

 

Depreciation of property and equipment is dependent upon estimates of useful lives and residual values, which are determined through the exercise of judgment. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that take into account factors such as economic and market conditions and the useful lives of assets.

 

Estimated useful lives of Intangibles

 

Amortization of intangible assets is dependent upon estimates of useful lives, lease terms and residual values which are determined through the exercise of judgment.

 

Fair value of financial instruments

 

The individual fair values attributed to different components of a financing transaction are determined using valuation techniques. The Company uses judgment to select the methods used to make certain assumptions and in performing the fair value calculations in order to determine; (a) the values attributable to each component of a transaction at the time of their issuance; (b) the fair value measurement for certain instruments that require subsequent measurement at fair value on a recurring basis; and (c) for disclosing the fair value of financial instruments subsequently carried at amortized cost. These valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market.

 

Impairment of non-financial assets

 

Impairment exists when the carrying value of an asset or cash generating unit (“CGU”) exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions in an arm’s length transaction of similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow model. The estimated future cash flows are derived from management estimates, budgets and past performance and do not include activities that the Company is not yet committed to or significant future investments that will enhance the asset’s performance of the cash generating unit being tested. The recoverable amount is sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash flows and the growth rate used for extrapolation purposes.

 

7

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

A. Use of estimates (continued)

 

Business combinations

 

In a business combination, all identifiable assets, liabilities and contingent liabilities acquired are recorded at their fair values. One of the most significant estimates relates to the determination of the fair value of these assets and liabilities. For any intangible asset identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent valuation expert or management may develop the fair value, using approximate valuation techniques, which are generally based on a forecast of the total expected future cash flows. The evaluations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied. Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. When provisional values are used in accounting for a business combination, they may be adjusted retrospectively in subsequent periods. However, the measurement period will last for up to one year from the acquisition date.

 

Taxation

 

The calculations for current and deferred taxes require management’s interpretation of tax regulations and legislation in the various tax jurisdictions in which the Company operates, which are subject to change. The measurement of deferred tax assets and liabilities requires estimates of the timing of the reversal of temporary differences identified and management’s assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income before they expire, which involves estimating future taxable income.

 

The Company is subject to assessments by various taxation authorities in the tax jurisdictions in which it operates, and these taxation authorities may interpret the tax legislation and regulations differently. In addition, the calculation of income taxes involves many complex factors. As such, income taxes are subject to measurement uncertainty and actual amounts of taxes may vary from the estimates made by management.

 

Deferred tax assets

 

Deferred tax assets, including those arising from tax loss carry-forwards, require management to assess the likelihood that the Company will generate sufficient taxable income in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted.

 

Measurement of share-based payments, warrants and stock options

 

In calculating the value of share-based payments, warrants and stock options, key estimates such as the value of the common shares, the rate of forfeiture, the expected life, the volatility of the value of the Company’s common shares and the risk-free interest rate are used.

 

B. Judgements

 

Judgment is used in situations when there is a choice and/or assessment required by management. The following are critical judgements apart from those involving estimations, that management has made in the process of applying the Company’s accounting policies and that have a significant effect on the amounts recognized in the consolidated financial statements.

 

Going concern

 

Determining if the Company has the ability to continue as a going concern is dependent on its ability to achieve to raise additional financing and/orprofitable operations. Certain judgements are made when determining if the Company will achieve profitable operations. At each reporting period, management assesses the basis of preparation of the consolidated financial statements. The assumption that the Company will be able to continue as a going concern is subject to critical judgements of management with respect to assumptions surrounding the short and long-term operating budget, expected profitability, investment and financing activities and management’s strategic planning.

 

Determination of CGUs

 

For the purposes of assessing impairment of non-financial assets, the Company must determine CGUs. Assets and liabilities are allocated into CGUs at the lowest level of separately identified cash flows. Determination of what constitutes a CGU is subject to management judgment. The asset composition of a CGU can directly impact the recoverability of assets included within the CGU. The determination of the Company’s CGUs was based on management’s judgment in regard to shared infrastructure, geographical proximity and similar exposure to market risk and materiality.

 

8

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

B. Judgements (continued)

 

Business combinations and asset acquisitions

 

Classification of an acquisition as a business combination or an asset acquisition depends on whether the assets acquired constitute a business, which can be a complex judgment. Where an acquisition is classified as a business combination or an asset acquisition can have a significant impact on the entries made on and after the acquisition. For any intangible asset identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent valuation expert or management may develop the fair value, using approximate valuation techniques, which are generally based on a forecast of the total expected future cash flows. The evaluations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied. Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process.

 

Consolidation

 

The determination of which entities require consolidation is subject to management judgment regarding levels of control, assumptions of risk and other factors that may ultimately include or exclude an entity from the classification of a subsidiary or other entity requiring consolidation.

 

Segmented information

 

Operating segments are determined based on internal reports used in making strategic decisions that are reviewed by the Chief Operating Decision Makers (CODMs). The Company’s CODMs are the Chief Financial Officer, Chief Executive Officer and Chief Operating Officer.

 

Contingencies

 

Management uses judgment to assess the existence of contingencies. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. Management also uses judgment to assess the likelihood of the occurrence of one or more future events.

 

Derivative liability

 

Management applies judgement in determining the fair value of the derivative liability component of its put option on Grasscity acqusition by applying assumptions and estimates using the Black-Scholes valuation model. These assumptions and estimates require a high degree of judgment and a change in these estimates may result in a material effect to the consolidated financial results.

 

C. Summary of significant accounting policies

 

Cash and cash equivalents

 

Cash and cash equivalents consist of bank balances and highly liquid short-term investments with a maturity date of 90 days or less which are convertible to known amounts of cash at any time by the Company without penalties.

 

Marketable securities

 

Marketable securities comprise of the Company’s investments in money market mutual funds held through a large commercial bank in Canada and are classified as restricted marketable securities. Such securities are measured at fair market value in the consolidated financial statements with unrealized gains or losses recorded in other comprehensive income. Fair values for marketable securities are estimated using quoted market prices in active markets, obtained from securities exchanges. At the time securities are sold or otherwise disposed of, gains or losses are included in net income or loss.

 

Inventory

 

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is calculated on a weighted average cost basis and includes expenditures incurred in acquiring the inventories and other costs incurred in bringing them to their existing location and condition.

 

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventory are written down to net realizable value. Any write-downs of inventory to net realizable value are recorded in the statement of loss and comprehensive loss of the related year.

 

9

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

C. Summary of significant accounting policies (continued)

 

Property and equipment

 

Property and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. During the construction of leasehold improvements, items are classified as construction in progress. When the asset is available for use, it is transferred from construction in progress to the appropriate category of property and equipment and depreciation on the item commences.

 

Depreciation is provided using the following methods at rates intended to depreciate the costs of the assets over their estimated use lives:

 

Asset   Method   Useful life
Office equipment and computers   Straight-line   3 to 5 years
Leasehold improvements   Straight-line   Term of lease
Vehicles   Straight-line   5 years
Buildings   Straight-line   25 years

 

When a property and equipment asset includes significant components with different useful lives, each significant component is depreciated separately.

 

The estimated useful lives and depreciation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

 

An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in consolidated statement of loss and other comprehensive loss of the related year.

 

Assets under construction are not ready for use and are not depreciated.

 

Repairs and maintenance costs that do not improve or extend productive life are recognized in the consolidated statement of loss and other comprehensive loss in the year in which the costs are incurred.

  

Intangible assets

 

Intangible assets acquired separately are measured initially at cost and consists of software and lease buy-outs. Following initial recognition, intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. The cost of intangible assets acquired in an asset acquisition are initially measured using an allocation of the purchase consideration using a relative fair value approach.

 

The useful lives of intangible assets are assessed as either finite or indefinite. The Company does not have any indefinite life intangible assets. Amortization of finite life intangible assets is provided, when the intangible asset is available for use, on a straight-line basis over their estimated useful lives, which for leases is the lower of the useful life of the asset, or the primary lease term, including renewals at the Company’s option, if any, as follows:

 

Intangible asset   Method   Useful life
Software   Straight-line   5 years
Lease buy-outs   Straight-line   Remaining term of the lease
Licenses and brand names   Straight-line   Remaining term of the lease

 

The estimated useful lives and amortization methods are reviewed at each year-end, and any changes in estimates are accounted for prospectively. Intangible assets not yet available for use are not subject to amortization.

 

Goodwill

 

Goodwill arises on the acquisition of subsidiaries and is tested for impairment annually or more frequently if events or circumstances indicate that the carrying amount may not be recoverable. Goodwill is initially recognized as the excess of the purchase price over the fair value of the net assets acquired in a business combination. Subsequently, goodwill is measured at cost less accumulated impairment losses.

 

10

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

C. Summary of significant accounting policies (continued)

 

Business combinations

 

The Company assesses whether an acquisition should be accounted for as an asset acquisition or a business combination under IFRS 3 Business Combinations (“IFRS 3”). This assessment requires management to make judgements on whether the assets acquired, and liabilities assumed constitute a business as defined in IFRS 3 and if the integrated set of activities, including inputs and processes acquired, are capable of being conducted and managed as a business and the Company obtains control of the business inputs and processes.

 

Provisions

 

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).

 

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

 

Foreign currencies

 

The Company’s functional currency is the Canadian dollar. Transactions undertaken in foreign currencies are translated into Canadian dollars at daily exchange rates prevailing when the transactions occur. Monetary assets and liabilities denominated in foreign currencies are translated at period-end exchange rates and non-monetary items are translated at historical exchange rates. Realized and unrealized exchange gains and losses are recognized in consolidated statement of loss and other comprehensive loss in the period in which they arise.

 

The assets and liabilities of foreign operations are translated into Canadian dollars using the period-end exchange rates. Income, expenses, and cash flows of foreign operations are translated into Canadian dollars using average exchange rates. Exchange differences resulting from the translation of foreign operations into Canadian dollars are recognized in other comprehensive (loss) income and accumulated in equity.

  

Revenue recognition

 

The Company has adopted IFRS 15 on November 1, 2018. Revenue recognition is based on a 5-step approach which includes identifying the contract with the customer, identifying the performance obligations, determining the individual transaction price, allocating the transaction price to the performance obligations in the contract and recognizing revenue when the relevant performance obligations are satisfied. Revenue is recognized when the entity satisfies the performance obligation upon delivery and acceptance by the customer. Revenue in the consolidated financial statements is disaggregated into retail, wholesale and royalty revenue.

 

Recognition

 

The nature, timing of recognition of satisfied performance obligations, and payment terms for the Company’s goods and services are described below:

 

For performance obligations related to retail and wholesale contracts, the Company typically transfers control, completes the performance obligation, and recognizes revenue at the point in time when delivery of the items to the customer occurs, with the exception of bill and hold arrangements as noted below. Upon delivery the customer can obtain substantially all of the benefits from the items purchased.

 

For performance obligations related to franchise contracts, the Company typically satisfies its performance obligations at a point in time, or over time as services are rendered, depending on the obligation and the specifics of the contract.

 

The Company recognizes a contract asset or contract liability for contracts where only one party has satisfied its performance obligations. A contract liability is recorded when the Company receives consideration before the performance obligations have been satisfied. A contract asset is recorded when the Company has rights to consideration for the completion of a performance obligation before it has invoiced the customer. The Company recognizes unconditional rights to consideration separately as a receivable. Contract assets and receivables are evaluated at each reporting period to determine whether there is any objective evidence that they are impaired.

 

11

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

C. Summary of significant accounting policies (continued)

 

Revenue recognition (continued)

 

The Company recognizes a significant financing component where the timing of payment from the customer differs from the Company’s performance under the contract and where that difference is the result of the Company financing the transfer of goods and services. For the majority of the contracts, revenue excludes the impact of a significant financing component since, as a practical expedient, the standard provides that an entity need not adjust the promised amount of consideration for the effects of a significant financing component if the entity expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

 

Identification of performance obligations

 

Where contracts contain multiple promises for goods or services, management exercises judgement in determining whether goods or services constitute distinct goods or services or a series of distinct goods that are substantially the same and that have the same pattern of transfer to the customer. The determination of a performance obligation affects whether the transaction price is recognized at a point in time or over time. Management considers both the mechanics of the contract and the economic and operating environment of the contract in determining whether the goods or services in a contract are distinct.

 

Transaction price

 

In determining the transaction price and estimates of variable consideration, management considers the history of the customer in estimating the goods and services to be provided to the customer as well as other variability in the contract.

 

Allocation of transaction price to performance obligations

 

The Company’s contracts generally outline a specific amount to be invoiced to a customer associated with each performance obligation in the contract. Where contracts do not specify amounts for individual performance obligations, the Company estimates the amount of the transaction price to allocate to individual performance obligations based on their standalone selling price, which is primarily estimated based on the amounts that would be charged to customers under similar market conditions.

  

Satisfaction of performance obligations

 

The satisfaction of performance obligations requires management to make judgment as to when control of the underlying good or service transfers to the customer. Determining when a performance obligation is satisfied affects the timing of revenue recognition. Management considers both customer acceptance of the good or service, and the impact of laws and regulations such as standard shipping practices, in determining when this transfer occurs. Management also applies judgment in determining whether the invoice can be relied upon in measuring progress toward complete satisfaction of performance obligations. The invoice permits recognition of revenue at the invoiced amount, if that invoiced amount corresponds directly with the entity’s performance to date.

 

Wholesale revenue

 

Revenue from sales to customers through the Company’s wholesale distribution arm are recognized when control of the goods has transferred to the customer. Where the Company arranges the shipping of goods, revenue is recognized on the date of delivery of goods to the customer’s location (FOB destination). Where the customer arranges for the pickup of goods, revenue is recognized at the time the goods are transferred to the customers carrier (FOB shipping point). Costs to ship orders to customers are included as an expense in cost of goods sold.

 

Retail revenue

 

Revenue consists of sales through the Company’s network of retail stores and includes sales through the Company’s ecommerce platform. Merchandise sales through retail stores are recognized at the time of delivery to the customer which is generally at the point of sale. Merchandise sales through the Company’s e-commerce operations are recognized upon date of receipt by the customer.

 

Royalty revenue

 

The Company earns fixed and variable royalty income from its franchisees. The fixed royalty income is earned based on an agreed fixed amount per month whereas the variable royalty income is calculated at an agreed rate on the revenue earned by franchisees. Royalty revenue is recognized in consolidated statement of loss and other comprehensive loss when earned.

 

Sales returns

 

The Company does allow returns. Defective products or products that get damaged upon shipping by the Company are considered for exchanges. Due to negligble amount of returns the Company does not record any provision for returns.

 

12

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

C. Summary of significant accounting policies (continued)

 

Taxes

 

Tax expense is comprised of current and deferred tax. Tax is recognized in the consolidated statement of loss and other comprehensive loss except to the extent that it relates to items recognized in other comprehensive income (loss) or equity on the statement of financial position.

 

Current tax

 

Current tax is calculated using tax rates which are enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to taxation authorities.

 

Deferred tax

 

Deferred tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is determined using tax rates which are enacted or substantively enacted at the end of the reporting period and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.

 

Deferred tax liabilities are generally recognized for all taxable temporary differences, except for temporary differences that arise from goodwill, which is not deductible for tax purposes. Deferred tax liabilities are also recognized for taxable temporary differences arising on investments in subsidiaries except where the reversal of the temporary difference can be controlled and it is probable that the difference will not reverse in the foreseeable future.

 

Deferred tax assets are recognized to the extent it is probable that taxable profits will be available against which the deductible balances can be utilized. All deferred tax assets are analyzed at each reporting period and reduced to the extent that it is no longer probable that the asset will be recovered. Deferred tax assets and liabilities are not recognized with respect to temporary differences that arise on initial recognition of assets and liabilities acquired other than in a business combination.

  

Share-based payments

 

The fair value of stock options issued to directors, officers and consultants under the Company’s stock option plan is estimated at the date of issue using the Black-Scholes option pricing model, and charged to consolidated statement of loss and comprehensive loss and contributed surplus. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. On the exercise of options, the cash consideration received and the fair value of the option previously credited to contributed surplus are credited to share capital.

 

The fair value of options issued to advisors in conjunction with financing transactions is estimated at the date of issue using the fair value of the goods and services received first, if determinable, then by the Black-Scholes option pricing model, and charged to share capital and contributed surplus over the vesting period. On the exercise of agent options, the cash consideration received and the fair value of the option previously credited to contributed surplus are credited to share capital.

 

Where stock options are cancelled, it is treated as if the stock options had vested on the date of cancellation and any expense not yet recognized for the award is recognized immediately. However, if a new option is substituted for the cancelled option and is designated as a replacement option on the date that it is granted, the cancelled and the new options are treated as if they were a modification of the original option.

 

Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimate and, therefore, the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s share purchase options. Forfeitures are estimated for each reporting period and adjusted as required to reflect actual forfeitures that have occurred in the period.

 

Earnings per share

 

Basic earnings per share is calculated by dividing the profit or loss attributable to owners of the Company by the weighted average number of common shares outstanding during the year.

 

Diluted income per share is calculated by dividing the profit attributable to owners of the Company by the weighted average number of common shares outstanding, adjusted for the effects of all dilutive potential common shares. The weighted average number of common shares outstanding is increased by the total number of additional common shares that would have been issued by the Company assuming exercise of all convertible equity instruments with exercise prices below the average market price for the year.

 

Segment reporting

 

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. The operating results of all operating segments for which discrete financial information is available are reviewed regularly by executive management to make decisions about resources to be allocated to the segments and assess their performance. Segment results that are important to executive management generally include items directly attributable to a segment.

 

13

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

C. Summary of significant accounting policies (continued)

 

Leases

 

Payments made under operating leases are recognized in earnings on a straight-line basis over the term of the lease. Lease incentives/inducements received are deferred and amortized over the primary term of the lease, or the contractual term if the lease provides for renewals at the option of the Company which management intends to utilize. Operating lease payments are recognized as an operating expense in the consolidated financial statements of loss and comprehensive loss on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which the economic benefits are consumed.

 

Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

  

Impairment of non-financial assets

 

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill and indefinite life intangible assets are tested annually for impairment by comparing the carrying value of each CGU containing the assets to its recoverable amount.

 

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.

 

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

 

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.

 

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

 

Asset acquisitions

 

Acquisitions that do not meet the definition of a business combination are accounted for as an asset acquisition. Consideration paid for an asset acquisition is allocated to the individual identifiable assets acquired and liabilities assumed based on their relative fair values. Asset acquisitions do not give rise to goodwill.

 

14

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

D. Current Accounting Policy Changes

 

IFRS 9 Financial Instruments:

 

Effective November 1, 2018, the Company adopted IFRS 9, which introduces new requirements for:

 

i) The classification and measurement of financial assets and liabilities,

 

ii) The recognition and measurement of impairment of financial assets, and

 

iii) General hedge accounting

 

In accordance with the transition provisions of the standard, the Company has elected to not restate prior periods. The impact of adopting IFRS 9 was recognized in Accumulated Deficit at November 1, 2018 and related to the recognition of additional expected credit losses. The net impact resulted in an increase in the expected credit losses allowance of $36, an increase in deferred income tax assets of $10, and a $26 increase in Accumulated Deficit.

 

The Company’s accounting policies under IFRS 9 are outlined below. For more information on the Company’s accounting policies under IAS 39, refer to Note 4 of the Company’s consolidated financial statements for the annual period ended October 31, 2018.

 

a. Classification and Measurement

 

IFRS 9 introduces the requirement to classify and measure financial assets based on their contractual cash flow characteristics and the Company’s business model for the financial asset. All financial assets and financial liabilities, including derivatives, are recognized at fair value on the consolidated statements of financial position when the Company becomes party to the contractual provisions of a financial instrument or non-financial derivative contract. Financial assets must be classified and measured at either amortized cost, at fair value through profit or loss (“FVTPL”), or at fair value through other comprehensive income (“FVTOCI”).

 

Financial assets with contractual cash flows arising on specified dates, consisting solely of principal and interest, and that are held within a business model whose objective is to collect the contractual cash flows are subsequently measured at amortized cost. Financial assets measured at FVTOCI are those which have contractual cash flows arising on specific dates, consisting solely of principal and interest, and that are held within a business model whose objective is to both to collect the contractual cash flows and to sell the financial asset. All other financial assets are subsequently measured at FVTPL.

 

Derivative instruments, when utilized, would initially be recognized at the fair value at the date the derivative contracts were entered into, and would be subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss would be recognized in net loss immediately, unless the derivative was designated and effective as a hedging instrument, in which case the timing of the recognition in net earnings would be dependent on the nature of the hedging relationship.

 

Derivatives embedded in non-derivative host contracts that are not financial assets within the scope of IFRS 9 (i.e. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts, and the host contracts are not measured at FVTPL. Derivatives embedded in hybrid financial asset host contracts that are within the scope of IFRS 9 are not separated and the entire contract is measured at either FVTPL or amortized cost, as appropriate. The Company’s management reviewed and assessed the classifications of its existing financial instruments as at November 1, 2018, based on the facts and circumstances that existed at that date, as shown below.

 

Financial Instrument   IFRS 9 Classification   IAS 39 Category
Cash and cash equivalents   Amortized cost   FVTPL
Loans receivable   Amortized cost   Loans and receivables
Marketable securities   FVTPL   Available for sale
Loans payable and other liability   Amortized cost   Other financial liabilities
Shareholder loans   Amortized cost   Other financial liabilities
Convertible debt   Amortized cost   Other financial liabilities
Accounts receivable   Amortized cost   Loans and receivables
Accounts payable and accrued liabilities   Amortized cost   Other financial liabilities
Notes payable   Amortized cost   Other financial liabilities
Derivative liability   FVTPL   FVTPL

 

15

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

D. Current Accounting Policy Changes (continued)

 

b. Impairment of Financial Assets

 

IFRS 9 introduces a new impairment model for financial assets measured at amortized cost as well as certain other instruments. The expected credit loss model requires entities to account for expected credit losses on financial assets at the date of initial recognition, and to account for changes in expected credit losses at each reporting date to reflect changes in credit risk. IFRS 9 introduces a new impairment model for financial assets measured at amortized cost as well as certain other instruments. The expected credit loss model requires entities to account for expected credit losses on financial assets at the date of initial recognition, and to account for changes in expected credit losses at each reporting date to reflect changes in credit risk.

 

The loss allowance for a financial asset is measured at an amount equal to the lifetime expected credit loss if its credit risk has increased significantly since initial recognition, or if the financial asset is a purchased or originated credit-impaired financial asset.

 

If the credit risk on a financial asset has not increased significantly since initial recognition, its loss allowance is measured at an amount equal to the 12-month expected credit loss.

 

IFRS 9 states that an entity must measure trade receivables at their transaction price (as defined in IFRS 15 Revenue from Contracts with Customers) if the trade receivables do not contain a significant financing component (or when the entity applies the available practical expedient). This ‘simplified approach’ permits the use of a provision matrix model for measuring the loss allowance for trade receivables, contract assets and lease receivables at an amount equal to lifetime expected credit losses under certain circumstances.

 

The Company measures its trade receivables and contract assets using the simplified approach. Expected credit losses measurement takes into consideration historical customer default rates, adjusted by forward-looking information including household consumption and consumer price indices, as well as real gross domestic product. The Company also contemplates the grouping of receivables into various customer segments that have similar loss patterns (e.g. by geography). The Company uses the general approach to measure the expected credit loss for certain loans receivable and lease receivables.

 

The Company’s management reviewed and assessed its existing financial assets for impairment using reasonable and supportable information in accordance with the requirements of IFRS 9 to determine the credit risk of the respective items at the date they were initially recognized and compared that to the credit risk as at November 1, 2018. There was an increase in credit risk determined upon application of IFRS 9 and therefore an additional loss allowance of $26 was recognized.

 

c. General Hedge Accounting

 

IFRS 9 retains the three types of hedges from IAS 39 (fair value hedges, cash flow hedges and hedges of a net investment in a foreign operation) but increases flexibility as to the types of transactions that are eligible for hedge accounting. The effectiveness test of IAS 39 is replaced by the principle of an “economic relationship”, which requires that the hedging instrument and the hedged item have values that generally move in opposite directions because of the hedged risk. Additionally, retrospective hedge effectiveness testing is no longer required under IFRS 9. As the Company does not engage in hedge accounting, the application of IFRS 9 hedge accounting requirements has had no impact on the results and financial position of the Company.

  

IFRS 15 Revenue from Contracts with Customers

 

The Company has adopted IFRS 15 Revenue from Contracts with Customers (“IFRS 15”) with an initial adoption date of November 1, 2018. As a result, the Company has changed its accounting policy for revenue recognition, which is outlined below. The Company has elected to adopt IFRS 15 retrospectively with the modified retrospective method of transition practical expedient and has elected to apply IFRS 15 only to contracts that are not completed contracts at the date of initial application. Comparative information has not been restated and is reported under IAS 18 Revenue (“IAS 18”). For more information on the Company’s accounting policies under IAS 18, refer to Note 4 of the Company’s consolidated financial statements for the annual period ended October 31, 2018.

 

The Company recognized the cumulative impact of the initial application of the standard as a reclassification on the Consolidated Statement of Financial Position as well as an increase in Accumulated Deficit as at November 1, 2018. Applying the significant performance obligation requirements to specific contracts resulted in an increase in Accumulated Deficit of $66.

 

The impact to Accumulated Deficit related to franchise arrangements. IFRS 15 requires that, in determining the timing of revenue recognition, that if there is a reasonable expectation that the franchisor will undertake activities that will significantly affect the brand name to which the franchisee has rights, and the franchisee is directly exposed to any positive or negative effects of that brand and image throughout the franchise period, that the performance obligation is satisfied over the period of the franchise agreement, or in the case of specific brand development activities, deferred as a contract liability until such time as the related activity and associated costs are incurred. There were no impacts to the consolidate statement of cash flows as a result of adopting IFRS 15.

 

16

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

D. Current Accounting Policy Changes (continued)

 

IFRS 15 Revenue from contracts with customers

 

The majority of the Company’s revenues from contracts with customers are derived from the wholesale and retail sale of smoking accessories and cannabis products, and from franchise arrangements.

 

The Company evaluates whether the contracts it enters into meet the definition of a contract with a customer at the inception of the contract and on an ongoing basis if there is an indication of significant changes in facts and circumstances. Revenue is measured based on the transaction price specified in a contract with a customer. Revenue is recognized when control of the goods or services is transferred to the customer. For certain contracts, revenue may be recognized at the invoiced amount, as permitted using the invoice, if such amount corresponds directly with the Company’s performance to date. The Company excludes amounts collected on behalf of third parties from revenue.

 

Performance Obligations

 

Each promised good or service is accounted for separately as a performance obligation if it is distinct. The Company’s contracts may contain more than one performance obligation.

 

Transaction Price

 

The Company allocates the transaction price in the contract to each performance obligation. Transaction price allocated to performance obligations may include variable consideration. Variable consideration is included in the transaction price for each performance obligation when it is highly probable that a significant reversal of the cumulative variable revenue will not occur. Variable consideration includes variability in quantity and pricing as well as the right of return in certain distribution agreements. The consideration contained in the majority of the Company’s contracts with customers is primarily non-variable.

 

When multiple performance obligations are present in a contract, transaction price is allocated to each performance obligation in an amount that depicts the consideration the Company expects to be entitled to in exchange for transferring the good or service. The Company estimates the amount of the transaction price to allocate to individual performance obligations based on their relative standalone selling prices, which is primarily estimated based on the amounts that would be charged to customers under similar market conditions or is based on details of the respective agreements.

  

Other Items

 

Contract acquisition costs (including commissions)

 

Contract acquisition costs related to sales order and service type contracts are expensed immediately. The Company elects to use the practical expedient that permits immediate expensing of all contract acquisition costs where that contract is anticipated to be complete within one year.

 

Warranties

 

The Company does not offer an option to purchase additional warranties and does not provide any additional services as part of any warranty. The warranties provided relate to product compliance to agreed-upon specifications and are considered an assurance type warranty. Warranties will continue to be accounted for under previous IFRS guidance.

 

Consignment and principal verse agent considerations

 

The new revenue standard focuses on recognizing revenue as an entity transfers control of a good or service to a customer. This could affect how an entity evaluates its position in a transaction as either a principal or an agent. The new revenue standard provides that an entity is a principal in a transaction if it controls the specified goods or services before they are transferred to the customer. The Company has entered into an arrangement whereby assets are transferred by the Company to another party (a “Consignee”) for storage. The Company continues to act in the capacity of the principal as evidenced by the Company’s ability to control the assets until the sale of the product to an external customer.

 

17

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

D. Current Accounting Policy Changes (continued)

 

Right of return

 

The Company has entered into distribution agreements whereby the Company provides for a right of return to the distributor (reseller) of the Company’s products. The Company recognizes revenue based on the amount to which it expects to be ‘entitled’ through to the end of the return period (considering expected product returns). The Company recognizes the portion of the revenue subject to the right of return constraint once the amount is no longer constrained. The Company continually assesses the position that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration related to the right to return has been resolved.

 

Bill and hold arrangements

 

In some sales transactions, the Company fulfils its obligations and bills the customer for the work performed but does not ship the goods until a later date. These transactions are designed this way at the request of the customer and are typically due to the customer’s lack of available storage space for the product, or due to delays in the customer’s retail location construction schedules.

 

E. New Accounting Pronouncements

 

IFRS 16 Leases

 

In January 2016, the IASB issued IFRS 16 Leases, which will replace IAS 17 Leases. This standard introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term greater than twelve months, unless the underlying asset’s value is insignificant. A lessee is required to recognize a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. Lessors will continue to classify leases as operating or finance, with lessor accounting remaining substantially unchanged from the preceding guidance under IAS 17, Leases.

 

Management is currently executing its implementation plan. The most significant impact of IFRS 16 will be our initial recognition of the present value of unavoidable future lease payments as right-of-use assets under property, plant and equipment and the concurrent recognition of a lease liability on the consolidated statement of financial position. Majority of our property leases, which are currently treated as operating leases, are expected to be impacted by the new standard which will result in lower rent expense, higher depreciation expense and higher finance costs related to accretion and interest expense of the lease liability. IFRS 16 will also impact the presentation of the consolidated statement of cash flows by decreasing operating cash flows and increasing financing cash flows.

  

The standard will be effective for the Company for the fiscal year commencing November 1, 2019. The Company will be adopting the standard retrospectively by recognizing the cumulative impact of initial adoption in opening retained earnings (i.e. the difference between the right-of-use asset and the lease liability). The Company will measure the right-of-use asset at an amount equal to the lease liability on November 1, 2019, apply a single discount rate to leases with similar remaining lease terms for similar classes of underlying assets and will not separate non-lease components from lease components for certain classes of underlying assets.

 

Definition of a Business

 

In October 2018, the IASB issued “Definition of a Business (Amendments to IFRS 3)”. The amendments clarify the definition of a business, with the objective of assisting entities to determine whether a transaction should be accounted for as a business combination or as an asset acquisition. The amendment provides an assessment framework to determine when a series of integrated activities is not a business. The amendments are effective for business combinations occurring on or after the beginning of the first annual reporting period beginning on or after January 1, 2020. The Company is currently evaluating the potential impact of these amendments on the Company’s consolidated financial statements.

 

18

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

4. Business Combinations

 

In accordance with IFRS 3, Business Combinations, these transaction meets the definition of a business combination and, accordingly, the assets acquired, and the liabilities assumed have been recorded at their respective estimated fair values as of the acquisition date.

 

A. Grasscity Acquisition

       
Total consideration     $  
Cash paid     4,732  
Share consideration     3,047  
Put option (Note 8)     2,853  
      10,632  
Net identifiable assets acquired (liabilities assumed)        
Cash     44  
Accounts receivable     80  
Prepaid expenses and deposits     125  
Inventory     1,274  
Property and equipment     63  
Intangible assets        
Software - Webstore     742  
Software - Forums     82  
Brand name     1,539  
Grasscity Forums     312  
      4,261  
Accounts payable and accrued liabilities     (704 )
Deferred tax liability     (498 )
      3,059  
Purchase price allocation        
Net identifiable assets acquired     3,059  
Goodwill        
Assembled workforce     473  
Goodwill other than workforce     7,100  
      10,632  
Net cash outflows        
Cash consideration paid     (4,732 )
Cash acquired     44  
      (4,688 )

 

The Company acquired all of the issued and outstanding shares of Grasscity for aggregate consideration of $10,632 which included 8,410,470 common shares with a fair value of $3,047.

 

On December 6, 2018, the Company entered into a share purchase agreement to acquire all of the issued and outstanding shares of three entities, SJV B.V., SJV2 B.V. and SJV USA Inc. that together operate under the name Grasscity. The transaction closed on December 18, 2018. Based in Amsterdam, Netherlands, Grasscity is an online retailer of smoking accessories and cannabis lifestyle products that has been operating for over 20 years. The Company acquired Grasscity to increase its customer base, establish an international presence, and to leverage synergies to further enhance High Tide’s vertically integrated supply chain, manufacturing expertise, and distribution networks. Grasscity’s existing e-commerce channel will allow the Company to quickly establish an online presence and to expand its retail platform beyond the exisitng bricks-and-mortar locations. For the year ended October 31, 2019, Grasscity accounted for $4,349 in revenues and $1,285 in net loss since December 19, 2018. If the acquisition had been completed on November 1, 2018, the Company estimates it would have recorded an increase of $621 in revenues and an increase of $183 in net loss for the year ended October 31, 2019.

 

19

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

4. Business Combinations (continued)

 

B. Dreamweavers Acquisition

       
Total consideration     $  
Cash paid     1,550  
Notes Payable     102  
Common shares     1,147  
Warrants     295  
Total     3,094  
Net identifiable assets acquired        
Prepaid expenses and deposits     4  
Inventory     131  
Property and equipment     272  
Intangible assets - licenses     1,049  
Deferred tax liability     (283 )
Total     1,173  
Purchase price allocation        
Net identifiable assets acquired     1,173  
Goodwill     1,921  
Total     3,094  

 

On May 23, 2019, the Company, entered into a share purchase agreement to acquire all of the issued and outstanding shares of Dreamweavers Cannabis Products Ltd. (“Dreamweavers”). Based in Swift Current, Saskatchewan, Dreamweavers is a retailer for cannabis products smoking accessories. The Company acquired Dreamweavers to increase its retail footprint, and to establish a presence in the province of Saskatchewan, it also allows the Company to sell cannabis through e-commerce and provides an opportunity to operate a wholesale cannabis operation. The Company acquired all of the issued and outstanding shares of Dreamweavers for aggregate consideration of $3,157 which included 3,100,000 common shares with a fair value of $1,147, 1,550,000 purchase warrants exercisable at $0.75 per common share of High Tide and notes payables of $300 over five years with zero interest rate due at each aniversary date. Warrants valued at $295 using Black-Scholes model with the following assumptions: stock price of $0.37; expected life of 2 years; $Nil dividends; 130% volatility; and riskfree interest rate of 1.60%. Notes payable was valued at $165 by discounting it over five years at market interest rate of 11%. The Company incurred various legal and due diligence related fees totalling $38; these costs have been included as professional fees in the consolidated financial statements. For the year ended October 31, 2019, Dreamweavers accounted for $841 in revenues and $7 in net loss since May 24, 2019. If the acquisition had been completed on November 1, 2018, the Company estimates it would have recorded an increase of $572 in revenues and an increase of $89 in net loss for the year ended October 31, 2019.

 

20

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

4. Business Combinations (continued)

 

C. MK Light Acquisition

       
Total consideration     $  
Cash paid     202  
Liabilities assumed     48  
Total     250  
Net identifiable assets acquired        
Leasehold improvements     21  
Inventory     4  
Total     25  
Purchase price allocation        
Net identifiable assets acquired     25  
Goodwill     225  
Total     250  

 

On November 1, 2018, the Company purchased all the assets of 2107746 Alberta Ltd. and MK Light It Up Inc. which had been operating a Smoker’s Corner franchise on Edmonton Trail in Calgary Alberta. The assets which included the franchise rights, leaseholds and inventory were purchased for the amount $371 with $200 being settled in cash and the balance being used to settle all outstanding debts between MK Light It Up Inc., Smoker’s Corner Ltd. and RGR Canada Inc. The Company currently use this location as a Canna Cabana retail store; which became operational on October 31, 2019.

 

D. Jasper Ave. Acquisition

       
Total consideration     $  
Cash paid     109  
Liabilities assumed     161  
Common shares     205  
Total     475  
Net identifiable assets acquired     -  
Total     -  
Purchase price allocation        
Net identifiable assets acquired     -  
Goodwill     475  
Total     475  

 

On September 4, 2019, the Company acquired a Smoker’s Corner franchise located at 10275 Jasper Avenue in Edmonton, Alberta. The total consideration paid to acquire the franchise was $475, of which $270 was paid in cash and the remainder was paid through the issuance of 559,742 common shares. In accordance with the applicable municipal development permit in hand, the Company has begun the process of converting the Jasper Avenue Store to a Canna Cabana retail location for the sale of recreational cannabis for adult use, subject to inspection and licensing by Alberta Gaming, Liquor and Cannabis.

 

21

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

5. Revenue from Contracts with Customers

 

For the year ended October 31, 2019   Retail     Wholesale     Corporate     Total  
    $     $     $     $  
Primary geographical markets                        
Canada     19,875       4,693       606       25,174  
USA     3,684       1,901       -       5,585  
International     443       92       -       535  
Total revenue     24,002       6,686       606       31,294  
Major products and services                                
Cannabis     16,366       -       -       16,366  
Smoking accessories     6,603       6,478       -       13,081  
Franchise royalties and fees     953       -       562       1,515  
Interest and other revenue     80       208       44       332  
Total revenue     24,002       6,686       606       31,294  
Timing of revenue recognition                                
Transferred at a point in time     22,968       6,478       -       29,446  
Transferred over time     1,034       208       606       1,848  
Total revenue     24,002       6,686       606       31,294  

 

22

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

6. Property and Equipment

 

    Office equipment
and
computers
    Leasehold
improvements
    Vehicles     Buildings     Total  
    $     $     $     $     $  
Cost                              
Balance, October 31, 2017     49       321       163       -       533  
Additions     144       3,288       4       145       3,581  
Balance, October 31, 2018     193       3,609       167       145       4,114  
Additions (i) (Note 13)     188       6,844       -       2,654       9,686  
Additions from business combinations (ii)     71       273       -       -       344  
Impairment loss (iii)     -       (220 )     -       -       (220 )
Balance, October 31, 2019     452       10,506       167       2,799       13,924  
Accumulated depreciation                                        
Balance, October 31, 2017     25       311       96       -       432  
Depreciation     24       14       46       -       84  
Balance, October 31, 2018     49       325       142       -       516  
Depreciation     78       940       6       2       1,026  
Balance, October 31, 2019     127       1,265       148       2       1,542  
Net book value                                        
Balance, October 31, 2018     144       3,284       25       145       3,598  
Balance, October 31, 2019     325       9,241       19       2,797       12,382  

 

(i) $1,227 was incurred for new buildout of leasehold improvements for head office and warehouse in November and December 2018. The new head office and warehouse was available for use on January 1, 2019. The Company purchased a building in Niagara, Ontario, for the purpose of opening a Canna Cabana retail location. The consideration for the building consisted of $700 in cash, a $1,600 vendor take back loan (notes payable), and $300 paid in shares.

 

(ii) Leasehold improvement addition of $273 and office equipment and computers addition of $71 were acquired as part of the acquisition of Grasscity and Dreamweavers.

 

(iii) In fiscal year 2019, the Company undertook a strategic shift with regards to its Smoker’s Corners operations, pivoting focus towards Canna Cabana. As a result of the strategic shift, an impairment test was performed on the CGU’s related to the Smoker’s Corner. In assessing if an impairment loss was required, the recoverable amount of each CGU was determined to be equal to its value in use. In estimating the value in use for each CGU, cash flow projections were prepared for a period of five years and discounted using a rate of 11%. Key assumptions that were used in the cash flow projections include using a negative growth rate of 60% for the first year and steady revenue going forward and applying a tax rate of 27%. The results of the cash flow projections indicated impairment as their carrying value exceeded the respective recoverable amount of the corresponding CGU.

 

23

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

7. Intangible Assets

 

    Software     Licenses     Lease
buy-out
    Brand
Name
    Total  
    $     $     $     $     $  
Cost                              
Balance, October 31, 2017     -       -       -       -       -  
Additions     159       -       777       -       936  
Balance, October 31, 2018     159       -       777       -       936  
Additions     553       -       1,780       -       2,333  
Additions from business combinations (i), (ii), (iii)     1,136       1,049       -       1,539       3,724  
Balance, October 31, 2019     1,848       1,049       2,557       1,539       6,994  
Accumulated depreciation                                        
Balance, October 31, 2017     -       -       -       -       -  
Amortization     2       -       -       -       2  
Balance, October 31, 2018     2       -       -       -       2  
Amortization     109       75       191       -       375  
Balance, October 31, 2019     111       75       191       -       377  
Foreign currency translation                                        
Balance, October 31, 2018     -       -       -       -       -  
Charge for the period 60             -       -       58       118  
Balance, October 31, 2019     60       -       -       58       118  
Net book value                                        
Balance at October 31, 2017     -       -       -       -       -  
Balance at October 31, 2018     157       -       777       -       934  
Balance, October 31, 2019     1,677       974       2,367       1,481       6,500  

 

(i) Software intangible additions of $1,136 were acquired as part of the acquisition of Grasscity (described under Note 4a).

 

(ii) Licenses additions of $1,049 were acquired as part of the Dreamweavers acquisition (described under Note 4b).

 

(iii) Brand name intangible additions of $1,539 were acquired as part of the acquisition of Grasscity (described under Note 4a).

 

24

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

8. Impairment

 

At the end of each reporting period, the Company assesses whether there were events or changes in circumstances that would indicate that a CGU or group of CGUs were impaired. The Company considers external and internal factors, including overall financial performance and relevant entity specific factors, as part of this assessment. The following factors were identified as impairment indicators:

 

i) Higher operating expenses. This has resulted in a decrease of profitability as compared to outcomes initially forecasted by management.

 

The Company allocated all its goodwill to the retail operating segment for the purpose of the impairment test as this represented the lowest level at which management monitored goodwill. As the retail operating segment is comprised of various CGUs, management tested the individual CGUs, which had indicators of impairment, for impairment before the retail operating segment which contains the associated goodwill. The recoverable amount of all CGUs was determined based on a Fair Value Less Cost of Disposal (“FVLCD”) using level 3 inputs in a Discounted Cash Flow (“DCF”) methodology. The significant assumptions applied in the determination of the recoverable amount are described below:

 

i) Cash flows: Estimated cash flows were projected based on actual operating results from internal sources as well as industry and market trends. The forecasts are extended to a total of five years (and a terminal year thereafter).

 

ii) Terminal value growth rate: The terminal growth rate was based on historical and projected consumer price inflation, historical and projected economic indicators, and projected industry growth.

 

iii) Post-tax discount rate: The post-tax discount rate is reflective of the CGUs Weighted Average Cost of Capital (“WACC”). The WACC was estimated based on the risk-free rate, equity risk premium, beta adjustment to the equity risk premium based on a direct comparison approach, an unsystematic risk premium, and after-tax cost of debt based on corporate bond yields; and

 

iv) Tax rate: The tax rates used in determining the future cash flows were those substantively enacted at the respective valuation date. Key assumptions used in calculating the recoverable amount for each CGU tested for impairment as at October 31, 2019 is outlined in the following table:

       
      $  
Terminal value growth rate        
Discount rate        
Budgeted revenue growth rate (average of next five years)        
Fair value less cost to dispose        
Carrying value        
Impairment loss     4,600  

 

As a result, management concluded that the carrying value of the Grasscity was higher than the recoverable amount and recorded impairment losses of $4,600 during the year ended October 31, 2019 (October 31, 2018 - nil). The impairment was allocated entirely to reduce goodwill. The impairment loss was recognized due to a change in overall industry/market conditions, a change in management’s forecasted sales and profitability outlook and a realignment and refocus of strategic plans to meet market demand.

 

25

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

9. Prepaid expenses and deposits

 

    2019     2018  
    $     $  
Business acquisition deposit     300       897  
Deposits on cannabis retail outlets and warehouse     1,380       1,039  
Prepaid insurance, licenses and other     1,336       405  
Prepaid marketing contract     -       2,400  
Advances to related party for purchases of inventory     -       863  
Advances to third party vendor for purchases of inventory (i)     882       504  
Other receivable from related parties     -       23  
Total     3,898       6,131  
Less current portion     (2,518 )     (4,931 )
Long term portion     1,380       1,200  

 

(i) Advances for the purchase of inventory from an arm’s length vendor, are accounted for at fair value.

 

10. Inventory

 

    2019     2018  
    $     $  
Finished goods     7,173       4,054  
Provision for obsolescence     (373 )     (591 )
      6,800       3,463  

 

(i) Inventories recognized as an expense and included in cost of sales during the year ended October 31, 2019 totaled $17,728 (2018 – $3,960).

 

11. Loans Receivable

 

    2019     2018  
    $     $  
Term loans (i)     1,139       62  
Demand loan (ii)     -       1,094  
Demand loan written-off (Note 23)     -       (1,094 )
Total loans receivable     1,139       62  
Less current portion     261       62  
Long-term portion     878       -  

 

(i) Term loans are due from franchisees and relate to acquisitions of the sub-lease location from the Company and initial inventory. Term loans are secured by promissory notes, bear interest between 6.95% and 8.00 % (2018 - ranging between 5.00 % and 7.00 %) per annum and require blended payments of principal and interest between $4 and $10 monthly. (2018 - ranging between $0.8 and $4 monthly). The Company maintains the head lease to all franchisee locations.

 

(ii) Demand loans are unsecured, non-interest bearing and are due on demand.

 

26

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

12. Derivative Liability

 

The derivative component of the Grasscity acquistion on Dec 18, 2019 was initially measured at $2,854 using monte-carlo simulation and the following assumptions: stock price: $0.3623; expected life of 1 year; $nil dividends; expected volatility of 126% based on comparable companies; exercise price of $0.50; and risk-free interest rate of 1.65%.

 

On October 31, 2019, the Company revalued the fair value of the derivative liability and recognized an unrealized gain of $733 in the consolidated statements of loss and comprehensive loss. The derivative liability was revalued to $2,121 using monte-carlo simulation and the following assumptions: stock price: $0.25; expected life of 1 year; $nil dividends; expected volatility of 96% based on comparable companies; exercise price of $0.50; and risk-free interest rate of 1.65%.

 

13. Finance Lease Obligation

 

    2019     2018  
    $     $  
3.49% per annum vehicle loan, payable in monthly installments of $0.5 including principal and interest, maturing in June 2022. The vehicle has been pledged as security.     17       23  
Less: current portion     (6 )     (6 )
      11       17  

 

14. Notes payable

 

On June 26, 2019, the Company purchased a building in Niagara, Ontario, for the purpose of opening a Canna Cabana retail location. The consideration for the building consisted of $700 in cash, a $1,600 vendor take back loan, and $300 paid in shares. The loan had a tewleve-month term and carried an interest rate of 5.5% per annum payable monthly with a maturity date of June 30th, 2020.

 

On May 23, 2019, the Company acquired all of the issued and outstanding shares of Dreamweavers for aggregate consideration of $3,157 which included 3,100,000 common shares with a fair value of $1,147, 1,550,000 purchase warrants exercisable at $0.75 per common share of High Tide and notes payables of $300 over five years with zero interest rate due at each anniversary date. Notes payable was valued at $122 by discounting it over five years at market interest rate of 22%.

 

On September 4, 2019, the Company entered into a $2,000 loan agreement with a private lender. The loan had a tewelve-month term and carried an interest rate of 12% per annum payable monthly. In connection with the advance of the loan, the Company issued 1,600,000 warrants to the lender. Each warrant is redeemable for one common share in the capital of the Company at a price of $0.85 per Common Share for a period of two years from the date of the loan agreement. The warrants issued were valued at $105. The warrants were valued using the present value method using the following assumptions: expected life of 1 year and market interest rate of 22%. During, the year the Company incurred accretion of $15. The loan was personally guranteed by the CEO and Shareholder.

 

    2019     2018  
    $     $  
Opening balance     -       -  
Vendor loan     1,600       -  
Term loan     1,910       -  
Other notes payable     122       -  
Total     3,632       -  
Less current portion     3,570       -  
Long-term     62       -  

 

27

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

15. Convertible Debentures

 

(i) On November 28, 2018, the Company entered into an agreement for a brokered private placement for the sale of up to 20,000 unsecured convertible debentures of the Company, at a price of $1 per debenture for gross proceeds of up to $20,000. The net proceeds of the offering will be used by the Company to fund retail acquisitions, Canna Cabana and Smoker’s store upgrades, for strategic acquisition opportunities as well as for general working capital purposes. The debentures bear interest at a rate of 8.5% per annum, payable on the last business day of each calendar quarter. The debentures are convertible to common shares of the Company at a price of $0.75 per common share and mature two years from the closing of the offering. The lead agent has the option, at its discretion, to arrange for the purchase of up to an additional $20,000 in Debentures, for total proceeds of up to $40,000. The first closing occurred on December 13, 2018 issuing 11,330 debentures at a price of $1 per debenture for gross proceeds of $11,330. The company incurred $617 in issue costs in relation to the first closing which included the 504,733 broker warrants valued at $1,784 using the present value method using the following assumptions: expected life of 2 years and effective interest rate of 22%. Each broker warrant is exercisable for one common share of the Company at a price of $0.75 per share until Dec 11, 2020. The debenture component was recognized and measured at amortized cost and accreted such that the carrying amount at maturity will equal $11,330, using an effective interest rate of 22%.

 

(ii) On April 10, 2019, the Company closed the first tranche of the sale of unsecured convertible debentures of the Company under the non-brokered private placement with gross proceeds of $8,360. The outstanding principal amount under the Debentures is convertible at any time before maturity and at the option of the holder, into common shares of the Company at a conversion price of $0.75 per share and mature two years from the closing of the offering. Under the Offering, the Company also issued common share purchase warrants such that each subscriber received one Warrant for each $0.75 original principal amount of its Debenture, resulting in 11,146,667 Warrants being issued as part of the Offering. Each Warrant entitles the holder to acquire one Share at an exercise price of $0.85 per Share for two years from the date of issuance. The company incurred $50 in legal costs which was paid by the issuance of 100,000 shares with a fair value of $0.50 per share. The Debentures bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.48 prior to the closing date of the Offering. Concurrent with the issuance of the Debentures, the Company paid the annual amount of interest due to holders upfront in the form of 1,752,621 Shares.

 

The proceeds of $8,360 were first allocated to the debenture component, and the remainder allocated to the equity conversion option and warrants as follows: i) the debenture component for $8,310, ii) the equity conversion option and warrants for $1,213. The warrants were valued using the present value method using the following assumptions: expected life of 2 years and effective interest rate of 22%.

 

(iii) On June 17, 2019, the Company closed the final tranche of the sale of unsecured convertible debentures of the Company under the non-brokered private placement with gross proceeds of $3,200. The outstanding principal amount under the Debentures is convertible at any time before maturity and at the option of the holder, into common shares of the Company at a conversion price of $0.75 per share and mature two years from the closing of the offering. Under the Offering, the Company also issued common share purchase warrants such that each subscriber received one Warrant for each $0.75 original principal amount of its Debenture, resulting in 4,266,667 Warrants being issued as part of the Offering. Each Warrant entitles the holder to acquire one Share at an exercise price of $0.85 per share for two years from the date of issuance. The Debentures will bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.384 prior to the closing date of the Offering. Concurrent with the final tranche issuance of the Debentures, the Company paid the annual amount of interest due to holders upfront in the form of 855,615 Shares.

 

The proceeds of $3,200 were first allocated to the debenture component, and the remainder allocated to the equity conversion option and warrants as follows: i) the debenture component for $3,180, ii) the equity conversion option and warrants for $468. The warrants were valued using the present value method using the following assumptions: expected life of 2 years and market interest rate of 22%.

 

28

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

16. Taxes

 

Reconciliation of effective tax rate:

 

The provision for income taxes differs from the result that would have been obtained by applying the consolidated federal and provincial tax rates to the income before taxes. The difference results from the following items:

 

    2019     2018  
(Loss) income before taxes     (19,502 )     (6,029 )
Statutory income tax rate (%)     27 %     27 %
Expected taxes at statutory rate     (5,266 )     (1,628 )
Increase in taxes resulting from:                

Rate differential

    27       382  
Non-deductible items     21       18  
Other items     325       (267 )
Change in tax benefits not recognized     3,903       -  
Income taxes (recovery) expense     (989 )     (1,495 )

 

Income taxes 

 

The income tax expense (recovery) for the year is made up of the following:

 

    2019     2018  
Current tax expense     106       -  
Deferred tax recovery     (989 )     (1,495 )
      (883 )     (1,495 )

 

Deferred tax asset

 

Changes in the deferred tax asset are as follows:

 

    2019     2018  
Balance, beginning of year     1,974       479  
Deferred tax recovery     883       1,495  
Balance, end of year     2,857       1,974  

 

Deferred tax asset is comprised of the following:   2019     2018  
Non-capital loss carry forwards     2,237       1,162  
Property and equipment and intangible assets     227       (76 )
Other items     235       729  
Capital loss carry forwards     158       158  
Net deferred tax asset     2,857       1,974  

 

As at October 31, 2019, the Company’s estimated non-capital losses that can be applied against future taxable profit at approximately $9,115. These non-capital losses expire in the years ended:

 

October 31, 2037 - $77

 

October 31, 2038 - $186

 

October 31, 2039 - $3,309

 

October 31, 2040 - $5,543

 

29

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

17. Share Capital

 

(a) Issued:

 

Common shares:

 

    Number of shares     Amount  
    #     $  
Balance, October 31, 2017     18,400,200       668  
Issued for cash (i)     11,113,817       445  
Issued on debt conversion (ii)     20,486,183       852  
Issued for services rendered (iii)     3,500,000       146  
Issued on conversion of convertible debentures (Note 19(i))     5,017,012       669  
Issued on incorporation of High Tide Inc. (iv)     2,760,000       20  
Issued to acquire common shares of RGR ((v)(i))     6,128,304       1,196  
Issued to acquire preferred shares of RGR ((v)(i))     45,128,840       8,804  
Issued to acquire common shares of Smoker’s ((v)(ii))     6,024,250       1,175  
Issued to acquire preferred shares of Smoker’s ((v)(ii))     50,358,600       9,825  
Issued to acquire common shares of Famous Brandz ((v)(iii))     30,324,120       10,987  
Eliminated upon reorganization ((v)(iii))     (58,517,212 )     (2,779 )
Issued for cash on private placement (vi)     10,225,800       3,704  
Share issue costs – broker warrants (vi)     -       (158 )
Share issue cost – cash (vii)     -       (263 )
Tax effect on share issue costs     -       114  
Issued upon asset acquisition (vii)     800,000       290  
Balance, October 31, 2018     151,749,914       35,695  
Issued upon listing of securities (viii), (Note 18)     36,728,456       13,051  
Issued upon closing of Grasscity acquisition (Note 4a)     8,410,470       3,047  
Issued to pay fee in shares (x)     4,042,220       1,607  
Issued to pay interest via shares (Note 10)     2,608,237       1,156  
Corporate re-organization (ix)     -       (29,699 )
Issued upon closing of Dreamweavers acquisition (Note 4b)     3,100,000       1,147  
Share-based compensation (Note 23)     200,000       71  
Exercise - broker warrants     7,590       3  
Issued upon asset purchase (Note 4(iv))     559,742       205  
Balance, October 31, 2019     207,406,629       26,283  

 

(i) Famous Brandz issued 11,113,817 common shares to existing shareholders for cash totalling $445.

 

(ii) Balances due to Smoker’s and RGR by Famous Brandz totalling $852 were converted into 20,486,183 common shares at fair value determined upon conversion.

 

(iii) Famous Brandz issued 3,500,000 common shares to arms length parties for consulting services having a value of $146.

 

(iv) Upon incorporation of High Tide on February 8, 2018, 2,760,000 (pre-share split: 1,000,000) common shares at a price of $0.0073 per share (pre-share split: $0.02 per share), totalling $20 were issued.

 

30

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

17. Share Capital (continued)

 

(v) On February 28, 2018 and April 30, 2018 (“Reorganization Date”), both RGR Canada Inc. (“RGR”), Smoker’s Corner Ltd. (“Smoker’s”), and then Famous Brandz Inc. (“Famous Brandz”), respectively, became wholly owned subsidiaries of a newly created High Tide following a corporate reorganization whereby the shareholders of RGR, Smoker’s and Famous Brandz transferred all of their ownership interests in exchange for fully-paid common shares of High Tide as follows:

 

(i) On February 28, 2018, High Tide issued 6,128,304 (pre-share split: 2,220,400) Class A common shares at a price of $0.1949 per share (pre-share split: $0.538 per share) totalling $1,196 to acquire 100 Class A common shares of RGR from its shareholders and issued 45,128,840 (pre-share split: 16,351,029) Class A common shares at a price of $0.1949 per share (pre-share split: $0.538 per share) totalling $8,804 to acquire 88,044 preferred shares of RGR from its holders;

 

(ii) On February 28, 2018, High Tide issued 6,024,250 (pre-share split: 2,182,700) Class A common shares at a price of $0.1949 per share (pre-share split: $0.538 per share) totalling $1,175 to acquire 100 Class A common shares of Smoker’s from its shareholders and issued 50,358,600 (pre-share split: 18,245,871) Class A common shares at a price of $0.1949 per share (pre-share split: $0.538 per share) totalling $9,825 to acquire 98,247 preferred shares of Smoker’s from its holders;

 

(iii) On April 30, 2018, High Tide issued 30,324,120 (pre-share split: 10,987,000) Class A common shares at a price of $0.3623 per share (pre-share split: $1.00 per share) totaling $10,987 to acquire 58,517,012 Class A common shares of Famous Brandz and issued High Tide warrants with fair value of $241 to acquire Famous Brandz’ warrants; and

 

(iv) Declared dividends totalling $4,492, which were settled as follows: cash of $1,155, assignment of marketable securities with carrying value at the date of dividend declaration totaling $675, assignment of common shares of Famous Brandz owned by RGR and Smoker’s totaling $1,006 and assignment of net related party balance totaling $1,654 (comprised of advances to related companies, related through common shareholders, and shareholder loans).

 

The carrying values of the common shares, preferred shares and warrants acquired by High Tide totalled $2,779, $18,629, and $31, respectively in the accounting records of respective entities. Since the carrying values were lower than the fair value of High Tide common shares and warrants (totalling $32,228) issued, the additional value of $10,789 was recorded against accumulated deficit as this was a related party transaction.

 

(vi) On May 2, 2018, the Company closed a private brokered placement offering for 10,225,800 (pre-share split: 3,705,000) common shares at $0.3623 per share (pre-share split: $1.00 per share), for gross proceeds totalling $3,704. The Company paid brokers’ fees consisting of a cash payment of $263 and 670,680 (pre-share split: 243,000) broker warrants, which are exercisable at $0.3623 each (pre-share split: $1.00 each). These warrants were valued at $158 using Black Scholes option pricing model using the following assumptions: - Rate free interest rate: 1.77% - Expected volatility: 130% - Expected life in years: 2 - Expected dividends: Nil

 

(vii) On October 17, 2018, the Company completed the acquisition of all the issued and outstanding shares of Smiley’s Cannabis and Budz Ltd. in Okotoks, Alberta (“Smiley’s”). The acquisition provides the Company with an additional retail location and development permit to operate a recreational cannabis store. Management determined that the acquisition of Smiley’s did not meet the definition of a business in accordance with IFRS 3 Business Combinations, as it did not have the inputs, processes and outputs required to meet the definition of a business. Accordingly, the acquisition has been accounted for as an asset acquisition. As consideration, 800,000 common shares of the Company were issued having a value of $290, based on the share price of the Company on October 17, 2018 of $0.3623 per share. Smiley’s assigned its assets, being a permitted lease, and a cash lease deposit totaling $12, to Canna Cabana and then Smiley’s was dissolved on October 29, 2018. The deposit, representing the first two monthly lease payments, was expensed during the year. As a result of the transaction, $277, representing the value of the lease, was recorded as an intangible asset.

 

(viii) On November 20, 2018, the Company filed its final prospectus in connection with its proposed initial public offering. The final prospectus qualified, and the Company distributed, 36,728,474 common shares for gross proceeds of $13,051.

 

(ix) The Board of Directors got an approval from the shareholders at the Company’s Annual General Meeting, through a special resolution, to reduce its stated capital, in accordance with Part V, paragraph 37 of the Business Corporations Act, and reduce its retained deficit by $29,699 (the “Reduction Amount”). The Reduction Amount was created by the increased value of the common shares issued on the corporate re-organization.

 

(x) During, the year ended October 31, 2019, the Company settled payables of $1,717 through issuance of 4.042,220 common shares of the Company which were valued at $1,607. The difference of $110 was recognized as a gain on extinguishment of financial liability.

 

31

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

18. Stock Option Plan:

 

The Company’s stock option plan limits the number of common shares reserved under the plan from exceeding a “rolling maximum” of ten (10%) percent of the Company’s issued and outstanding common shares from time to time. The stock options vest at the discretion of the Board of Directors, upon grant to directors, officers, employees and consultants of the Company and its subsidiaries. The maximum exercise period of an option shall not exceed 10 years from the grant date. Changes in the number of stock options, with their weighted average exercise prices, are summarized below:

 

    October 31, 2019     October 31, 2018  
    Number of
options
    Weighted
Average
Exercise
Price ($)
    Number of
options
    Weighted
Average
Exercise
Price ($)
 
Balance, beginning of period   -     -     -              -  
Granted     12,410,000       0.50       -       -  
Forfeited     (1,800,000 )     0.50       -       -  
Balance, end of period     10,610,000       0.50       -       -  
Exercisable, end of period     5,966,875       0.50       -       -  

 

During, the year ended October 31, 2019, the Company granted 12,410,000 incentive stock options to various officers, directors, employees and consultants. Subsequent to the grant date, 1,550,000 options were forfeited. The options were valued using the Black-Scholes model utilizing the following, weighted average assumptions:

 

Risk Free Rate – 1.56%

 

Volatility – 130%

 

Option life – 3 years

 

Exercise price - $0.50

 

Forfeiture rate – 0%

 

    Outstanding           Exercisable  
Expiry date   Exercise
price
    Number of
Options
    Remaining
contractual
life
    Number of
Options
    Remaining
contractual
life
 
    $     #     (years)     #     (years)  
November 21, 2018     0.50       7,862,500       2.06       4,342,500       2.06  
April 30, 2019     0.50       2,247,500       2.50       1,499,375       2.50  
June 20, 2019     0.50       500,000       2.64       125,000       2.64  
      0.50       10,610,000       2.40       5,966,875       2.40  

 

For the year ended Oct 31, 2019, the Company recorded an expense of $2,209 (2018 -$0) related to stock options in share-based compensation expense and contributed surplus of $2,119 (2018 -$0). The weighted average fair value of stock options granted during the year ended October 31, 2019 was $0.21 (2018 - nil) per option.

 

32

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

19. Special Warrants

 

    Number of special warrants     Amount  
    #     $  
Balance, October 31, 2017   -     -  
Special warrants issued August 22, 2018 (i)     17,911,459       8,956  
Issue costs – Cash     -       (582 )
Issue costs – Broker warrants     -       (247 )
Issue costs – Legal fees     -       (178 )
Special warrants issued October 2, 2018 (ii)     18,817,015       9,409  
Issue costs – Cash     -       (612 )
Issue costs – Broker warrants     -       (259 )
Issue costs – Legal fees     -       (123 )
Tax effect on share issue costs     -       540  
Balance, October 31, 2018     36,728,474       16,904  
Special warrants converted into units* on November 27, 2018     (36,728,474 )     (16,904 )
Balance, October 31, 2019     -       -  

 

* Each unit comprised of 1 share and ½ purchase warrant, with each full warrant exercisable to acquire one common share at $0.75.

 

(i) On August 22, 2018, the Company closed a private placement offering of special warrants (the “Special Warrants”) for aggregate proceeds of $8,956. Pursuant to the Special Warrant offering, the Company issued 17,911,459 (preshare split 6,489,659) warrants at a price of $0.50 (pre-share split $1.38) per Special Warrant. Each Special Warrant is automatically exercisable, with no additional consideration, into units of the Company on the date the Company obtains receipt from the applicable securities’ regulatory authorities for a final prospectus. Each Special Warrant entitles the holder thereof to 1 common share and ½ common share purchase warrant of the Company. Each full purchase warrant will be exercisable to acquire one common share at a price of $0.75 (pre-split $2.07) per purchase warrant until November 26, 2020, being two years from the initial day of trading of the Company’s securities. On closing of the offering of Special Warrants, the Company paid agents’ commissions of $582 and legal fees and expenses of $178. The Company also issued 1,164,245 (pre-split: 421,828) broker warrants, with each broker convertible into units of the Company for $0.50 (pre-split - $1.38). Each unit will comprise 1 share and ½ purchase warrant, with each full warrant exercisable to acquire one common share at $0.75 (pre-split - $2.07). The broker warrants issued to the agents were fair valued at $246 calculated using Black Scholes option pricing model using the following assumptions: Risk free interest rate: 2.11%, Expected volatility: 130%, Expected life in years: 2, Expected dividends: $Nil

 

(ii) On October 2, 2018, the Company closed a private placement offering of special warrants (the “Special Warrants”) for aggregate proceeds of $9,409. Pursuant to the Special Warrant offering, the Company issued 18,817,015 (preshare split 6,817,759) Special Warrants at a price of $0.50 (pre-share split $1.38) per Special Warrant. Each Special Warrant is automatically exercisable, with no additional consideration, into Units of the Company on the date that the Company obtains receipt from the applicable security’s regulatory authorities for a final prospectus (the “Qualifying Prospectus”). Each Special Warrant entitles the holder thereof to 1 common share and ½ common share purchase warrant of the Company. Each full purchase warrant will be exercisable to acquire one common share at a price of $0.75 (pre-split $2.07) per purchase warrant until November 26, 2020, being two years from the initial day of trading of the Company’s securities. On closing of the offering of the Special Warrants, the Company paid agents’ commissions of $612 and legal fees and expenses of $123. The Company also issued 1,223,105 (pre-split: 443,154) broker warrants with each broker warrant convertible into units of the Company for $0.50 (pre-split - $1.38). Each unit will comprise 1 share and ½ purchase warrant, with each full warrant exercisable to acquire one common share at $0.75 (pre-split - $2.07). The broker warrants issued to the agents were fair valued at $259 calculated using the Black Scholes option pricing model using the following assumptions: Risk free interest rate: 2.27%, Expected volatility: 130%, Expected life in years: 2, Expected dividends: Nil

 

33

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

20. Warrants

 

Outstanding warrants at October 31, 2019 were as follows:

 

    Number of
warrants
    Amount     Weighted
average
exercise
price
    Weighted
average
number of
years to
expiry
    Expiry
dates
 
    #     $     $              
Balance, October 31, 2017     -       -       -       -       -  
Issued in exchange for Famous Brandz’s warrants (i)     1,194,590       243       0.4975       0.14       April 29, 2020  
Issued to brokers for private placement (Note 16(vi))     670,680       158       0.3623       0.08       April 29, 2020  
Issued to brokers for special warrant financing (Note 18(i))     1,164,245       246       0.3246       0.22       August 21, 2020  
Issued to brokers for special warrant financing (Note 18(ii))     1,223,105       259       0.3246       0.26       October 1, 2020  
Balance, October 31, 2018     4,252,620       906       0.3773       0.70          
Special warrants converted into units November 27, 2018 (Note 18)     18,364,236       3,853       0.7500       0.45       November 26, 2020  
Issued to brokers for financing (Note 14(i))     504,733       1,784       0.7500       0.01       December 10, 2020  
Issued warrants on Convertibile debt April 18, 2019 (Note 14(ii))     11,146,667       1,213       0.8500       0.37       April 17, 2021  
Issued warrants for acquisition - Dreamweavers (Note 4b)     1,550,000       295       0.7500       0.06       May 22, 2021  
Issued warrants on convertibile debt June 17, 2019 (Note 14(iii))     4,266,667       468       0.8500       0.16       June 16, 2021  
Issued warrants for services (ii)     2,000,000       132       0.5000       0.01       January 24, 2020  
Issued warrants on debt September 04, 2019 (Note 13)     1,600,000       105       0.8500       0.07       September 3, 2021  
Warrants exercised     (7,590 )     -       -       -       -  
Balance, October 31, 2019     43,677,333       8,756       0.6083       1.13          

 

 

    Number of
warrants
    Amount     Weighted
average
exercise
price
    Weighted
average
number of
years to
expiry
 
    #     $     $        
Balance, October 31, 2017     -       -       -       -  
Warrants issued     4,252,620       906       0.3773       0.68  
Balance, October 31, 2018     4,252,620       906       0.3773       0.70  
Warrants issued     39,432,303       7,850       0.6843       1.13  
Warrants exercised     (7,590 )     -       1.0000       -  
Balance, October 31, 2019     43,677,333       8,756       0.6083       1.13  

 

i) Prior to the corporate reorganization, Famous Brandz issued 721 units of unsecured convertible debentures with warrants at a price of $1,000 per unit for total proceeds of $721. The debentures were converted into common share of Famous Brandz prior to the corporate reorganization (Note 2). Total shares issued on conversion was 5,017,012 for a value of $669. The change in the fair value of the conversion feature and accretion totaled $28,415 and $7,709, respectively during the period the convertible debentures were outstanding during the year. As part of the corporate reorganization, the Company issued 1,194,590 (pre-share split: 432,822) warrants with an exercise price of $0.4975 (pre-share split: $1.373) in exchange for 3,403,333 Famous Brandz’s warrants of which 2,403,333 warrants related to the convertible debentures and 1,000,000 were other warrants. The 1,194,590 warrants were valued at $243 using Black Scholes option pricing model using the following assumptions: - Risk free interest rate: 1.77% - Expected volatility: 130% - Expected life in years: 2 - Expected dividends: Nil

 

34

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

20. Warrants (continued)

 

ii) On July 29, 2019, the Company issued 2,000,000 warrants for business development consultancy. Each warrant will allow the holder to acquire one common share at $0.50 for six months. The warrants were valued at $132 using the Black-Scholes model as, the fair value of the services provided cannot be measured reliably and the following assumptions were used: stock price of $0.42; expected life of six month; $nil dividends; expected volatility of 78% based on comparable companies; exercise price of $0.50; and a risk-free interest rate of 1.6%.

 

21. Loss Per Share

 

    Year ended
October 31
 
    2019    

2018

 
    $    

$

 
Net Loss for the year     (26,069 )     (4,533 )
Non-controlling interest     166       13  
Net Loss for the year attributable to owners of the Company     (25,903 )     (4,521 )

 

    #     #  
Weighted average number of common shares - basic and diluted     198,181,696       107,223,734  
Basic loss per share     (0.13 )     (0.04 )
Dilutive loss per share(i)     (0.13 )     (0.04 )

 

(i) The Company did not have any options, warrants or other potential dilutive common share instruments outstanding during the year ended October 31, 2019.

 

35

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

22. Financial Instruments and Risk Management

 

The Company’s activities expose it to a variety of financial risks. The Company is exposed to credit, liquidity, and market risk due to holding certain financial instruments. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance.

 

Risk management is carried out by senior management in conjunction with the Board of Directors.

 

Fair value

 

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, marketable securities, loans receivable, accounts payable and accrued liabilities, notes payable, convertible debentures, shareholders’ loans and finance lease obligation.

 

IFRS 13 establishes a three-level hierarchy that prioritizes the inputs relative to the valuation techniques used to measure fair value. Fair values of assets and liabilities included in Level 1 of the hierarchy are determined by reference to quoted prices in active markets for identical assets and liabilities. Fair value of assets and liabilities in Level 2 are determined using inputs other than quoted prices for which all significant outputs are observable, either directly or indirectly. Fair value of assets and liabilities in Level 3 are determined based on inputs that are unobservable and significant to the overall fair value measurement. Accordingly, the Company has categorized its financial instruments carried at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The Company’s cash and cash equivalents and marketable securities is subject to level 1 valuation.

 

The carrying values of accounts receivable, accounts payable and accrued liabilities and shareholder loans approximate their fair values due to the short-term maturities of these financial instruments.

 

Loans receivable are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The fair values of loans receivable are not materially different to their carrying amounts, since the interest rate on those loans is either close to current market rates or the notes are of a short-term nature.

 

Credit risk

 

Credit risk arises when a party to a financial instrument will cause a financial loss for the counter party by failing to fulfill its obligation. Financial instruments that subject the Company to credit risk consist primarily of cash, accounts receivable, marketable securities and loans receivable. The credit risk relating to cash and cash equivalents and marketable securities balances is limited because the counterparties are large commercial banks. The amounts reported for accounts receivable in the statement of financial position is net of expected credit loss and the net carrying value represents the Company’s maximum exposure to credit risk. Accounts receivable credit exposure is minimized by entering into transactions with creditworthy counterparties and monitoring the age and balances outstanding on an ongoing basis. Sales to retail customers are required to be settled in cash or using major credit cards, mitigating credit risk. The following table sets forth details of the aging profile of accounts receivable and the allowance for doubtful accounts:

 

As at   October 31,
2019
    October 31,
2018
 
    $     $  
Current (for less than 30 days)     1,038       343  
31 – 60 days     336       233  
61 – 90 days     295       73  
Greater than 90 days     2,355       334  
Loss allowance     (1,639 )     (128 )
      2,385       855  

 

During the year ended Oct 31, 2019, $1,024 in trade receivables were written off due to bad debts (year ended October 31, 2018 – $396). Individual receivables which are known to be uncollectible are written off by reducing the carrying amount directly. The remaining accounts receivable are assessed collectively to determine whether there is objective evidence that an impairment has been incurred but not yet been identified.

 

The Company performs a regular assessment of collectability of accounts receivables. The Company monitors the financial performance and/or cash flows of its franchisees through observation of their point of sale system, receipt of cash from customers and maintains regular contact/discussions. In fiscal 2018, the Company reviewed the expected payment schedule and discounted it using an average franchisee credit adjusted rate of 11% resulting in the receivables being discounted by $475. For the year ended October 31, 2019, management reviewed the estimates and have created loss allowances for the Smokers Corner’s franchisee receivable of $1,417.

 

36

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

22. Financial Instruments and Risk Management (continued)

 

Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company generally relies on funds generated from operations and equity financings to provide sufficient liquidity to meet budgeted operating requirements and to supply capital to expand its operations. The Company continues to seek capital to meet current and future obligations as they come due. Maturities of the Company’s financial liabilities are as follows:

 

    Contractual
cash flows
    Less than
one year
    1-5
years
    Greater than
5 years
 
    $     $     $     $  
October 31, 2018                        
Accounts payable and accrued liabilities     2,515       2,515       -       -  
Shareholder loans     36       36       -       -  
Finance lease obligation     23       6       17       -  
Total     2,574       2,557       17       -  
October 31, 2019                                
Accounts payable and accrued liabilities     4,428       4,428       -       -  
Notes Payable     3,632       3,570       62       -  
Shareholder loans     701       701       -       -  
Finance lease obligation     17       6       11       -  
Total     8,778       8,705       73       -  

 

Interest rate risk

 

The Company is not exposed to significant interest rate risk as its interest-bearing financial instruments carry a fixed rate of interest.

 

Foreign currency risk

 

Foreign currency risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company maintains cash balances and enters into transactions denominated in foreign currencies, which exposes the Company to fluctuating balances and cash flows due to variations in foreign exchange rates.

 

The Canadian dollar equivalent carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities as at October 31, 2019 was as follows:

 

(Canadian dollar equivalent amounts of US dollar and Euro balances)   October 31,
2019
(Euro)
    October 31,
2019
(USD)
    October 31,
2019
Total
    October 31,
2018
 
    $     $     $     $  
Cash     32       220       252       90  
Accounts receivable (including long term portion)     136       285       421       522  
Accounts payable and accrued liabilities     (618 )     (492 )     (1,110 )     (218 )
Net monetary assets     (450 )     13       (437 )     394  

 

Assuming all other variables remain constant, a fluctuation of +/- 5.0 percent in the exchange rate between the United States dollar and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $11 (October 31, 2018 - $20). Maintaining constant variables, a fluctuation of +/- 5.0 percent in the exchange rate between the Euro and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $23 (October 31, 2018 - $Nil). To date, the Company has not entered into financial derivative contracts to manage exposure to fluctuations in foreign exchange rates. The Company had no balances denominated in Euros as at October 31, 2018.

 

37

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

23. Segmented Information

 

Segments are identified by management based on the allocation of resources, which is done on a basis of selling channel rather than by legal entity. As such, the Company has established two main segments, being retail and wholesale, with a Corporate segment which includes oversight and start up operations of new entities until such time as revenue generation commences. The reportable segments are managed separately because of the unique characteristics and requirements of each business.

 

    Retail     Retail     Wholesale     Wholesale     Corporate     Corporate     Total     Total  
  2019     2018     2019     2018     2019     2018     2019     2018  
For the year ended Oct 31,   ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)  
Net Revenue     24,002       3,757       6,686       4,992       606       -       31,294       8,749  
Gross margin     8,155       3,280       2,642       (171 )     600       -       11,397       3,109  
Income (loss) from operations     (5,990 )     126       (2,448 )     (2,802 )     (10,105 )     (1,058 )     (18,543 )     (3,734 )
Net (loss) Income     (5,617 )     520       (2,006 )     (3,660 )     (12,529 )     (1,393 )     (20,152 )     (4,533 )
                                                                 
Total assets     36,688       9,323       6,254       6,225       5,155       10,375       48,097       25,922  
Total liabilities     4,618       847       682       1,000       26,141       761       31,441       2,607  

  

24. Related Party Transactions

 

As at October 31, 2019, the Company had the following transactions with related parties as defined in IAS 24 – Related Party Disclosures, except those pertaining to transactions with key management personnel in the ordinary course of their employment and/or directorship arrangements and transactions with the Company’s shareholders in the form of various financing.

 

Financing transactions

 

As at October 31, 2019, the Company owed the non-controlling interest shareholder of KushBar Inc. $701.The loan carries no interest and is due on demand. Included in the convertible debenture issued on December 12, 2018, was an investment by a related party, CannaIncome Fund Corporation, for a total subscription amount of $250.

 

Operational transactions

 

The Company paid $2,176 (2018 - $2,618), to 1990299 Alberta Ltd. (“199”), a company controlled by the President and CEO of the Company, for inventory purchases. 199 primarily facilitates the import of goods and sells these imported goods to the Company at 199’s purchasing and transportaion costs, without markup. High Tide has transitioned the process of facilitation of its imports from 199 to HT Global Imports. During the year, the Company recharged certain expenses to the President and CEO totalling $56 (2018 - $24). These items are included in accounts receivables. As well, the Company wrote-off related party balances totalling $34 (2018 - $1,419).

 

An office and warehouse unit has been developed by Grover Properties Inc., a company that is related through a common controlling shareholder and the President & CEO of the company. The office and warehouse space were leased to High Tide to accommodate the Company’s operational expansion. The lease was established by an independent real estate valuations services company at prevailing market rates and has annual lease payments totalling $386 per annum. The primary lease term is 5 years with two additional 5-year term extensions exercisable at the option of the Company. To facilitate the mortgage for the development of this unit, a loan guarantee of up to $1,500 has been provided by Smoker’s Corner Ltd., a subsidary of High Tide Inc.

 

Executive compensation

 

Key management personnel is comprised of 9 members of Company’s Executive Team and Board of Directors. Key management compensation for the years ended October 31 is as follows:

 

    2019     2018  
    $     $  
Short-term compensation     1,469       272  
Share-based compensation (i)     71       25  
Total     1,540       297  

 

(i) During, the year ended October 31, 2019, the Company paid bonus of $90 in form of 200,000 common shares to the officers of the company which were valued at $71 and the difference of $19 was recognized as a gain on extinguishment of financial liability (2018- $25).

 

38

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

25. Commitments and Contingencies

 

The Company has commitments relating to operating leases for its office space and outlets under non-cancelable operating leases. The future minimal annual rental payments under these operating leases are as follows:

 

As at   October 31,
2019
    October 31,
2018
 
    $     $  
Less than one year     3,962       2,336  
Between one and five years     13,830       10,103  
Greater than five years     3,426       2,532  
      21,218       14,971  

 

Included in the commitments schedule above, is the office and warehouse unit leased by High Tide for $386 per annum (Note 23).

 

Contingent liability

 

An action with the Court of Queen’s Bench (Alberta) (the “QB Claim”) and a complaint with the Human Rights Tribunal (Alberta) (the “HR Complaint”) was filed by a former employee. The amount claimed by the former employee is approximately $200 plus interest and other costs. The Company has calculated a provision based on the amount claimed and the probability of the QB Claim being successful.

 

A claim for 110 Euro was lodged against the Company in relation to non-payment under a service contract. The company has disclaimed liability and is defending the action. It is not practical to estimate the potential effect of this claim. However, management’s opinion is that the likelihood of any cash outflow as a result of these matters is remote, therefore, no amounts have been provided for in these consolidated financial statements.

 

26. Non-Controlling Interests

 

The following table presents the summarized financial information for KushBar, the Company’s subsidiaries which have NCI’s. This information represents amounts before intercompany eliminations.

 

    2019  
    $  
Total current assets     458  
Total non-current assets     1,019  
Total current liabilities     (996 )
Total non-current liabilities     -  
Revenues for the year ended     259  
Net loss for the year ended     (294 )

 

The net change in non-controlling interests is as follows:

 

Balance, October 31, 2018     (13 )
Share of loss for the period     (166 )
Balance, October 31, 2019     (179 )

 

As of October 31, 2019, the Company held a 50.1% ownership interest in KushBar, with $179 NCI. As well, the Company owed the non-controlling interest shareholder $701. The loan carries no interest and is due on demand.

 

39

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

27. Subsequent Events

 

(i) On November 5, 2019, the Company issued unsecured convertible debentures under a non-brokered private placement with proceeds of $2,000. Subject to the need for further growth capital, the Company’s Board of Directors has authorized the issuance of an optional second tranche of the offering for aggregate proceeds of up to $5,000. The outstanding principal amount under the Debentures is convertible at any time before maturity and at the holder’s option, into common shares of the Company at a conversion price of $0.252 per share. The Debentures are due 24 months from the date of issuance and carry an interest cost of 10% per annum, payable annually in advance in shares. The interest cost is payable in common shares at a price equal to the volume-weighted average price per common share for the 10-day period prior to the date upon which interest is due. Concurrent with the issuance of the Debentures, the Company paid the annual amount of interest due up-front in the form of 784,314 shares. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.252 original principal amount of its Debenture, resulting in 7,936,507 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one Share at an exercise price of $0.50 per common share for two years from the date of issuance.

 

(ii) On December 5, 2019, the Company closed the second tranche of the sale of unsecured convertible debentures of the Company under the private placement previously announced on November 5, 2019. Gross proceeds from the Second Tranche were $2,115. The outstanding principal amount under the Debentures is convertible at any time before maturity and at the holder’s option, into common shares of the Company at a conversion price of $0.252 per share. The debentures are due 24 months from the date of issuance and carry an interest cost of 10% per annum, payable annually in advance in common shares. The interest rate is payable in common shares at a price equal to the volume-weighted average price per common share for the 10-day period prior to the date upon which interest is due. Concurrent with the issuance of the debentures, the Company paid the annual amount of interest due up-front in the form of 1,016,826 common shares. Under the second tranche of the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.252 original principal amount of its debenture, resulting in 8,392,857 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one common share at an exercise price of $0.50 per common share for two years from the date of issuance.

 

(iii) On December 10, 2019, the Company entered into a definitive share purchase agreement with 2651576 Ontario Inc. (the “Minority Holder”), a private Ontario company, to acquire the remaining 49.9% interest (the “Minority Interest”) in High Tide’s majority-owned subsidiary, KushBar Inc. (“KushBar”). Pursuant to the Definitive Agreement, High Tide, which presently holds a controlling interest of 50.1% in KushBar, will acquire the Minority Interest in a transaction (the “Transaction”) that will result in KushBar becoming a wholly owned subsidiary of High Tide. The consideration paid for the minority interest was by the issuance of a secured convertible debenture in the principal amount of approximately $700 and such number of common shares in the capital of High Tide (“Shares”) having an aggregate value of $500, with each common share priced at the 10-day volume weighted average trading price of the shares on the CSE immediately prior to the closing date. The outstanding principal amount under the Debenture is convertible, at the holder’s option, before the maturity date into Shares at a price of $0.25 per common share. The Debenture will be due 24 months from the issuance date and will not bear interest, provided however that any principal amount outstanding following the maturity date will bear interest at a rate of 10% per annum until repaid. If, following the expiry of all hold periods imposed by applicable Canadian securities laws, the volume-weighted average trading price of the common shares on the CSE exceeds $0.30 for a period of 30 consecutive days, High Tide will be entitled to, subject to certain other conditions being met, cause the holder to convert all or part of the outstanding principal amount of the debenture into Shares. In addition, if at any time during the term thereof, High Tide issues securities at a price deemed lower than the conversion price then in effect, then, subject to certain other conditions, such conversion price will be adjusted downward to such lower price.

 

(iv) On Dec 13, 2019, the Company issued to $2,000 in convertible debt and 7,936,508 warrants to the sellers of GrassCity to settle the put option valued at $2,121 as of October 31, 2019.

 

(v) On January 1, 2020, the Company launched its proprietary data analytics platform called “Cabanalytics”. Cabanalytics not only provides the Company a deep understanding of consumer behaviours and preferences, but also serves as a new high growth revenue and gross margin stream by providing consumer and product insights to licensed producers and other companies supporting the cannabis sector. The Company Is finalizing agreements with licensed producers across Canada, and expects to deliver Cabanalytics to 6 such partners by April, 2020.

 

40

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

27. Subsequent Events (continued)

 

(vi) On January 7, 2020, the Company entered into a loan agreement with Windsor Private Capital (“Windsor”), a Toronto-based merchant bank, to secure a senior secured, non-revolving term credit facility (“the facility”) in the amount of up to $10,000. The Company will have immediate access to an initial $6,000 in working capital, that can be drawn down at Company’s discretion, and subject to satisfaction of certain conditions, will provide the Company with access to an additional $4,000. Amounts drawn down under the Facility will bear interest at a rate of 11.5% per annum, payable monthly, in arrears, on the last day of each calendar month. Provided that certain conditions are satisfied, the Facility will automatically extend for an additional one-year term. The principal amount advanced under the facility is convertible, during its term at any time after an initial 6 month hold period, and at Windsor’s option, into common shares in the capital of the Company at a conversion price of $0.17. The conversion price is subject to downward adjustment if the Company, at any time during the term of the Facility, issues securities at a price deemed lower than the conversion price then in effect. Pursuant to the loan agreement, Windsor is entitled to a one-time placement fee equal to 3.5% of the initial Facility amount, which the Company intends to capitalize into the principal amount advanced under the Facility. In addition, Company will issue to Windsor such number of Share purchase warrants (the “Warrants”) equal to the aggregate principal amount of the Facility divided by the conversion price. The warrants will be subject to vesting as follows: (i) with respect to such number of warrants equal to the initial Facility amount divided by the conversion price, such warrants will vest on the earlier of the date on which Windsor advances to the Company the total initial Facility amount, and February 6, 2020, and (ii) with respect to the remaining warrants, such number of warrants equal to the quotient obtained by dividing the principal amount advanced to the Company (from the remaining Facility amount) by the conversion price, will vest on the date of each such advance. Each warrant will entitle the holder thereof, following the vesting date applicable to such Warrant, to acquire one at an exercise price equal to 150% of the conversion price per common share for a period of two years from the date of issuance.

 

(vii) On January 27, 2020, the Company completed the acquisition of the Canna Cabana retail cannabis store in Hamilton, Ontario. As consideration for the acquisition, the Company paid to the vendor $2,097 in cash and issued to the vendor 4,761,904 common shares in the capital of the Company. The Transaction, which was completed with the consent of the Alcohol and Gaming Commission of Ontario (the “AGCO”) following the expiry of certain restrictions on change of control established under the rules applicable to the first cannabis retail lottery conducted by the AGCO on January 11, 2019. In connection with the Transaction, the Company acquired all the issued and outstanding shares of a numbered company that was wholly owned by the holder of a cannabis retail store.

 

In accordance with IFRS 3, Business Combinations (“IFRS 3”), the substance of the transaction constituted a business combination. Accordingly, the assets acquired, and the liabilities assumed have been recorded at their respective estimated fair values as of the acquisition date.

 

Total consideration   $  
Cash paid     2,860  
Common shares     1,100  
Total     3,960  
Net identifiable assets acquired        
Cash     455  
Prepaid expenses and deposits     3  
Inventory     444  
Property and equipment     456  
Intangible assets - licenses     3,304  
Deferred tax liability     (702 )
Total     3,960  
Purchase price allocation        
Net identifiable assets acquired     3,960  
Goodwill     -  
Total     3,960  

 

41

High Tide Inc.

Notes to the Consolidated Financial Statements

For the years ended October 31, 2019 and 2018

(In thousands of Canadian dollars, except share and per share amounts)

 

27. Subsequent Events (continued)

 

(viii) On January 28, 2020, the Company acquired a 50% interest in the Canna Cabana branded store in Sudbury, Ontario. As consideration for the transaction, the Company issued to a nominee of the partners of the partnership an aggregate of 5,319,149 common shares of the Company, which are subject to a four month and one day statutory hold period, as well as common share purchase warrants to purchase up to an aggregate of 2,500,000 shares of the Company. Each Warrant entitles the holder to acquire one share at an exercise price of $0.40 per share for a period of two years from the date of issuance. In addition, for a period of 2 years following the closing date, one of the outgoing partners will be entitled to receive, from the Company, a royalty of 1% of the gross revenues of the Sudbury store. The Sudbury store has a stable operating history with unaudited gross sales exceeding $6.4 million for the nine months since opening on April 20, 2019 and daily customer count of approximately 600.

 

(ix) On February 14, 2020, the Company entered into a binding asset purchase agreement with Halo Labs Inc. (“Halo”), under which High Tide will sell its KushBar retail cannabis assets and the rights to 5 permitted retail cannabis stores (the “Portfolio”) to Halo for $12,000, payable in the form of 46,153,846 common shares of Halo, of which $3,500 has been paid to the Company as a non-refundable deposit, subject to certain limited circumstances. In addition, Halo has agreed to engage the Company to substantially oversee all aspects of its retail cannabis operations with respect to the Portfolio and will pay the Company ongoing royalties for regulatory advisory services and retail management, and a fixed fee for managing the construction of the unopened stores.

 

(x) On February 21, 2020, the Company closed the acquisition of a retail cannabis store currently operating in Tisdale, Saskatchewan (the “Tisdale Store”) as licensed by the Saskatchewan Liquor and Gaming Authority. The consideration paid to acquire the Tisdale Store was $200 in cash, $500 in the form of a promissory note due six months from the time of closing of the transaction and 5,000,000 of common shares of the Company.

 

In accordance with IFRS 3, Business Combinations (“IFRS 3”), the substance of the transaction constituted a business combination. Accordingly, the assets acquired, and the liabilities assumed have been recorded at their respective estimated fair values as of the acquisition date.

 

Total consideration   $  
Cash paid     219  
Common shares     975  
Notes payable     470  
Total     1,664  
Net identifiable assets acquired        
Inventory     40  
Property and equipment     369  
Intangible assets - licenses     137  
Deferred tax liability     (37 )
Total     509  
Purchase price allocation        
Net identifiable assets acquired     509  
Goodwill     1,155  
Total     1,664  

 

42

EXHIBIT 99.27

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT 99.28

 

Form 52-109FV1

Certification of Annual Filings Venture Issuer Basic Certificate

 

I, Rahim Kanji, Chief Financial Officer of High Tide Inc., certify the following:

 

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together the “annual filings”) of High Tide Inc. (the “issuer”) for the financial year ended October 31, 2019.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

Date: February 28, 2020.

 

“Rahim Kanji”  
Rahim Kanji  
Chief Financial Officer  

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

 

EXHIBIT 99.29

 

Form 52-109FV1

Certification of Annual Filings Venture Issuer Basic Certificate

 

I, Harkirat (Raj) Grover, Chief Executive Officer of High Tide Inc., certify the following:

 

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together the “annual filings”) of High Tide Inc. (the “issuer”) for the financial year ended October 31, 2019.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

Date: February 28, 2020.

 

“Harkirat Grover”  
Harkirat (Raj) Grover  
Chief Executive Officer  

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EXHIBIT 99.30

 

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Reports 2019 Financial Results Featuring a 258% Increase in Revenue over the Previous Year

 

Calgary, AB, March 2, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (FRA:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, filed its year-end 2019 financial results on February 28, 2020, the highlights of which are included in this news release. The full set of Consolidated Financial Statements and Management’s Discussion and Analysis can be viewed by visiting High Tide’s website at www.hightideinc.com, its profile page on SEDAR at www.sedar.com or the Company’s CSE profile page at www.thecse.com.

 

“High Tide had a very busy fiscal year, in which we executed on our growth plans and made significant investments to expand our retail footprint and scale our operations across Alberta, Ontario, and Saskatchewan. We opened 26 retail cannabis stores, which primarily resulted in our 258% increase in revenue. Due to the developments in the 2019 fiscal year, together with High Tide’s rapid expansion, the Company is now one of the largest retail-focused cannabis companies in Canada. Looking ahead, High Tide is excited about the 2020 fiscal year, in which it expects to report its first profitable quarter,” said Raj Grover, President & Chief Executive Officer.

 

2019 Fiscal Year – Financial Highlights (in thousands of Canadian Dollars, except where noted):

 

Revenue for the fiscal year ended October 31, 2019 increased significantly by 258%, to $31,294 from $8,749 in the previous year. The increase in sales was primarily driven by the operations of Canna Cabana, which began selling recreational cannabis products and smoking accessories on October 27, 2018, by the acquisition of Grasscity and by new customers acquired in the Company’s Wholesale Segment.
Gross profit for the 2019 fiscal year also increased significantly by 264%, to $11,316 from $3,110 in 2018, primarily due to an increase in sales volume.
Loss from operations for the 2019 fiscal year was $19,874 (2018 – $3,734 loss), with negative operating cash flows of $14,833 (2018 – outflows of $8,779). The operating loss and cash outflows were primarily driven by costs incurred to incorporate and finance the High Tide parent entity and Canna Cabana subsidiary, neither of which were operational in the prior fiscal year, as well as to close the acquisition of Grasscity.
For the quarter ended October 31, 2019, net loss was $15,428, an increase from a loss of $3,798 in the previous quarter, primarily due to non-cash or non-operational charges totaling $11,067 including a change in an estimate of a provision resulting in the reversal of a $5,308 tax recovery; an impairment loss of $4,820 as a result of changes in the timing of cost synergies related to acquisitions and the Company shifting its focus towards the Canna Cabana retail cannabis business; and an increase in expected credit loss allowance related to Smoker’s Corner franchise-based accounts receivable of $939.

 

 

 

 

For the year ended October 31, 2018, the total assets of the Company increased to $40,743 from $25,922 in the prior fiscal year.
High Tide had a working capital surplus of $1,939 (2018 – $14,919) for the year ended October 31, 2019. The change is mainly due to the growth in the Company’s operations as it opened Canna Cabana stores and acquired Grasscity.
During the 2019 fiscal year, Canna Cabana locations processed over 857,000 transactions, evidencing the Company’s loyal customer base and attracting new customers to its top-rated consumer-focused retail experience.
As of the date of this news release, approximately 37,000 members have joined Cabana Club, with the majority subscribing in-store upon completing purchase transactions.

 

Subsequent to the end of the 2019 fiscal year, the Company:

 

Obtained a senior secured, non-revolving term credit facility of up to $10,000 from Windsor Capital, which it intends to use to fund the acquisition and build-out of retail cannabis stores in Alberta and Ontario, as well as for general working capital purposes.
Entered into an agreement to sell the non-core assets of KushBar in consideration for a deemed value of $12,000 in common shares of Halo Labs.
Launched its proprietary data analytics service named CabanalyticsTM, started generating subscription-based revenue and is in ongoing discussions with several potential CabanalyticsTM clients at the time of writing. While CabanalyticsTM helps provide High Tide with an understanding of customer purchasing behaviours and insights into emerging consumer trends, it is also expected to deliver a high-margin stream of cash flows to the Company by providing privacy-protected information to a target group of licensed producers of cannabis and other companies supporting the cannabis sector; and

Completed the acquisitions of its interest in the Canna Cabana retail cannabis stores in Hamilton and Sudbury. These stores have a strong operating history with unaudited gross sales as of the date of this news release exceeding $15,000 and $7,000, respectively, for the 10 months since opening April 20, 2019.

 

Summary of Key Annual Financial Measures

 

$ Millions (except where noted)   2019     2018  
Revenue   $ 31.3     $ 8.7  
Gross Profit   $ 11.3     $ 3.1  
Gross Profit Margin     36 %     36 %
Total Operating Expenses   $ (31.2 )   $ (6.8 )
Loss from Operations   $ (19.9 )   $ (3.7 )
Net Loss   $ (26.3 )   $ (4.5 )
Loss Per Share (Basic)   $ (0.13 )   $ (0.04 )
Loss Per Share (Diluted)   $ (0.13 )   $ (0.04 )
Total Assets   $ 40.7     $ 25.9  
Total Non-Current Liabilities   $ 20.5     $ -  
Total Liabilities   $ 31.3     $ 2.6  
Total Equity   $ 9.4     $ 23.3  

 

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Summary of Key Quarterly Financial Measures

 

(C$ in millions,   Q4     Q3     Q2     Q1     Q4     Q3     Q2     Q1  
except per share amounts)     2019       2019       2019       2019       2018       2018       2018       2018  
Net Revenue     11.4       8.3       6.6       5.0       2.1       2.2       1.7       2.7  
(Loss) Income from Operations     (6.3 )     (4.0 )     (4.6 )     (5.0 )     (2.7 )     (0.7 )     (0.7 )     0.4  
Net (Loss) Income     (15.4 )     (3.8 )     (3.3 )     (3.8 )     (3.8 )     (0.6 )     (0.4 )     0.3  

 

2019 Fiscal Year – Corporate Highlights:

 

On November 13, 2018, High Tide announced that its wholly owned subsidiary, RGR Canada Inc. had received from Aurora Cannabis Inc. its largest ever wholesale purchase order for smoking accessories.
On December 13, 2018, High Tide closed the sale of senior unsecured convertible debentures of the Company under a brokered private placement, pursuant to which it issued 10,000 debentures at a price of $1,000 per Debenture to Aurora Cannabis Inc. as well as 1,330 debentures to other participants for gross proceeds of $11,330.
On December 17, 2018, the Company’s common shares commenced trading publicly on the Canadian Securities Exchange under the stock symbol “HITI”.
On December 19, 2018, High Tide announced the successful closing its Grasscity acquisition.
In January, the Company opened multiple Canna Cabana retail cannabis stores in Edmonton and Grand Prairie, Alberta.
On February 4, 2019, High Tide was selected by a winner of one of the 25 opportunities to apply for an operator’s licence as a result of the Alcohol and Gaming Commission of Ontario’s (the “AGCO”) Expression of Interest Application Lottery (the “Lottery”).
On February 12, 2019, High Tide was selected to assist with the establishment and operation of a retail cannabis store by a second winner of one of the 25 opportunities to apply for an operator’s licence as a result of the Lottery.
In February, High Tide also opened its 8th, 9th and 10th Canna Cabana retail stores in Alberta.
On March 21, 2019, High Tide was selected to assist with establishing and operating a retail cannabis store by a third winner of one of only 25 opportunities to apply for an operator’s licence as a result of the Lottery.
On March 28, 2019, High Tide opened its 11th Canna Cabana retail store located in Okotoks, Alberta.

 

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On April 10, 2019, High Tide closed a brokered private placement of unsecured convertible debentures of the Company, pursuant to which it issued 8,360 debentures at a price of $1,000 per debenture for gross proceeds of $8,360. Of the offering, Aphria Inc. subscribed for 4,500 debentures, accounting for $4,500 of the total gross proceeds.
On May 9, 2019, High Tide opened its 14th and 15th Canna Cabana retail store locations in Fort Saskatchewan and Lacombe, Alberta, respectively.
On May 24, 2019, High Tide announced that it had acquired Dreamweavers Cannabis Products Ltd., a retail cannabis store and e-commerce business currently operating in Swift Current, Saskatchewan.
On June 13, 2019, High Tide announced the receipt of AGCO Authorization to open the Canna Cabana Toronto retail cannabis store on Yonge Street, which opened on June 15, 2019
On June 17, 2019, High Tide closed the final tranche of its oversubscribed convertible debenture offering, with gross proceeds raised of $11,560.
In July, the Company also opened Canna Cabana locations in Edmonton, Grand Prairie and Okotoks, Alberta.
On July 23, 2019, High Tide announced the establishment of a 25,000 square-foot warehouse in Nevada to facilitate the expansion of its Wholesale Segment by reducing lead-times on order fulfilment to High Tide’s growing customer base in the United States.
On July 25, 2019, the Company announced the opening of three new Canna Cabana stores selling recreational cannabis in Alberta.
On July 29, 2019, the Company announced its 9th celebrity licenses secured by Famous Brandz and the renewal of a key existing license.
On July 31, 2019, High Tide announced the opening of a Canna Cabana in Fort Saskatchewan as its 11th location selling recreational cannabis in Alberta.
In August, High Tide announced the opening of Canna Cabana locations in Bonnyville, Calgary, Edmonton, Lloydminster, Olds and Red Deer.
On September 4, 2019, High Tide announced the acquisition of the Smoker’s Corner franchise on Jasper Avenue in Edmonton for conversion into a Canna Cabana location.
In September, the Company announced the opening of Canna Cabana stores in Calgary, St. Albert and Vegreville.
In September and October, the Company announced the opening of its first and second KushBar retail cannabis store locations in Camrose and Morinville, Alberta, respectively.
On October 31, High Tide announced the opening of a new Canna Cabana location in Calgary, its 27th branded retail cannabis store in Canada.

 

Outlook for the 2020 Fiscal Year

 

The Company believes that the senior secured credit facility advanced by Windsor Capital, together with the proceeds from the eventual sale of the common shares of Halo Labs, leave the Company well funded to execute on its strategic objectives in 2020. In addition, High Tide projects, based on management’s current views, strategies, expectations, assumptions and forecasts, that it will report its first profitable quarter by the end of the 2020 fiscal year. This estimate is considered a financial outlook under applicable securities laws. The estimate and any other financial outlooks or future-oriented financial information included herein has been approved by management of High Tide as of the date hereof. Such financial outlooks or future-oriented financial information are provided for the purpose of presenting information about management’s current expectations and goals relating to the future business of High Tide. Readers are cautioned that actual results may vary materially as a result of a number of risks, uncertainties and other factors, many of which are beyond High Tide’s control. See “Cautionary Note Regarding Forward-Looking Statements”.

 

4

 

 

At present, High Tide has 23 Canna Cabana locations (including one franchise) in Alberta, 2 stores in Saskatchewan, 2 stores in Ontario, 1 branded location in Ontario as well as 2 KushBar locations in Alberta. The Company also has 18 development permits on hand to continue expanding across Alberta. As previously announced, the 2 operating KushBar locations and 5 of the development permits have been conditionally sold to US-based Halo Labs. High Tide is currently developing 7 retail sites in Alberta, with 3 currently under construction including a premium location in Banff. In due course, the Company will develop all permits, among other, to achieve the maximum allowable number of stores per operator in Alberta, which is currently capped at 42 by AGLC.

 

Going forward, Ontario is the largest and most important market for the Company. High Tide expects to acquire the Canna Cabana location in Toronto shortly, while also submitting applications to the AGCO to receive up to 7 more retail licenses throughout 2020 to achieve the current maximum of 10 stores per operator. In Manitoba, High Tide was selected via an MBLL lottery to build a retail store in Niverville as well as commence online sales throughout the province. The Company is also in the final stages of clearing due diligence with the LCRB in British Columbia and intends to open the maximum of 8 allowable stores per operator. High Tide is also currently evaluating entering the Yukon and Northwest Territories to open cannabis retail stores.

 

As for the Company’s e-commerce business, it is looking forward to launching CBDcity.com for US and EU-based customers. High Tide continues to expand the Grasscity accessories portfolio and its domestic order fulfillment capabilities from the Las Vegas warehouse. Lastly, management has decided to exit the mature and declining Smoker’s Corner business so it can focus on the Company’s core business lines of retail cannabis, e-commerce and the manufacturing and wholesale distribution of smoking accessories.

 

Management continues to review its operations and streamline processes to reduce operating expenses including changes to staffing levels, reduction in general and administrative expenses and reduction in professional fees.

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis company enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including Canna Cabana Inc., KushBar Inc., Grasscity.com, Smoker’s Corner Ltd., RGR Canada Inc. and Famous Brandz Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

5

 

 

With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 28 branded stores, is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a second retail cannabis business with 2 operating stores in Alberta, offering a modern experience aimed at the growing customer bases in Alberta. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. Founded in 2009 and approved by the Canadian Franchise Association, Smoker’s Corner Ltd. has 5 locations. Representing the core of High Tide’s wholesale segment, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements, including, but not limited to (i) the expected ability of the Company to receive funds from the Windsor Capital credit facility and the sale of the Halo Labs shares; (ii) the Company’s intention to develop all permits that it holds in Alberta; (iii) the Company’s expected future acquisition of the Canna Cabana location in Toronto; (iv) the Company’s expectation that it will open retail cannabis stores in British Columbia; and (v) High Tide’s financial outlook for estimated profitability from the sale of cannabis in Canada in the 2020 fiscal year. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

High Tide’s financial outlook for profitability in the 2020 fiscal year is based on the following assumptions of High Tide, amongst others: (i) obtaining entry into additional Canadian markets through public and private retail channels; (ii) current capital projects to meet expected completion and licensing milestones; (iii) that the sale edible products, cannabis concentrates and topicals will cause revenue to increase; and (iv) that High Tide will open additional retail cannabis stores in Ontario, Alberta and British Columbia.

 

6

 

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. business. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

7

 

 

EXHIBIT 99.31

 

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Reports First Quarter 2020 Financial Results Featuring 173% Revenue Increase over the Same Period of the Previous Year

 

Calgary, AB, March 31, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (FRA:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, has filed its financial results for the first fiscal quarter of 2020 ending January 31, the highlights of which are included in this news release. The full set of Condensed Interim Consolidated Financial Statements and Management’s Discussion and Analysis can be viewed by visiting High Tide’s website at www.hightideinc.com, its profile page on SEDAR at www.sedar.com or the Company’s CSE profile page at www.thecse.com.

 

“High Tide’s first quarter results for the 2020 fiscal year confirm the company’s positive trajectory towards profitability, with our best quarterly numbers since going public in December 2018. The Company’s significant year-over-year increases in revenue and gross profit, coupled with cost-cutting measures across the organization, have helped narrow our loss from operations for the quarter by 60% over the same period of the previous year,” said Raj Grover, President & Chief Executive Officer. “For the remainder of this year, we will be focused on furthering our expansion in Ontario, Canada’s largest and most underserved market, with an expectation of seven additional stores by September 2020. With more Canna Cabana locations either under development or nearing completion in Alberta, we continue to grow our retail portfolio at a sustainable pace. I am also pleased to report that High Tide has continued to generate additional subscription-based revenue through our proprietary CabanalyticsTM data analytics service,” added Mr. Grover.

 

First Quarter 2020 – Financial Highlights (in thousands of Canadian Dollars, except where noted):

 

Revenue for the three months ended January 31, 2020 increased by 173%, to $13,659 from $5,001 in the previous year. The increase in revenue was primarily driven by the retail segment of the Company with operations of Canna Cabana and KushBar.
Gross profit for the three months ended January 31, 2020 increased by 167%, to $4,777 from $1,790 in the same period in 2019, primarily due to an increase in sales volume.
Adjusted EBITDA(1) for the three months ended January 31, 2020 increased by 84%, to negative $550 from a negative $3,338 in the previous year.
For the three months ended January 31, 2020, the Company generated a loss from operations of $1,943 (1Q19: $4,861 loss).
As at January 31, 2020, the Company had a working capital deficit of $11,086, compared to surplus of $1,938 on October 31, 2019. The change is mainly due to convertible debt of $11,512 and related derivative liability of $3,245 maturing in less than 12 months as at January 31, 2020.

 

 

 

 

During the first quarter of 2020, the Company secured a credit facility of up to $10,000 from Windsor Capital. This transaction, among others, is expected to provide the Company sufficient liquidity to execute on its near-term expansion plan and for its working capital needs.
During the three-month period ended January 31, 2020, Canna Cabana locations processed over 537,000 transactions, evidencing the Company’s loyal customer base and attracting new customers to its top-rated retail experience.
As of the date of this news release, approximately 46,900 members have joined Cabana Club, with the majority subscribing in-store upon completing purchase transactions.
The Company launched its proprietary data analytics service named CabanalyticsTM and started generating subscription-based revenue. The Company continues to realize significant interest in its data analytics service, which is expected to result in a growing subscriber base.

 

Acquisitions in the first quarter of 2020:

 

In December 2019, the Company acquired the remaining 49.9% of KushBar Inc. (“KushBar”). This transaction resulted in KushBar becoming a wholly owned subsidiary of High Tide.
In January 2020, the Company acquired 2680495 Ontario Inc., a company that operates a Canna Cabana branded retail cannabis store in Hamilton, Ontario.
In January 2020, the Company acquired a 50% interest in a partnership which holds a Canna Cabana-branded retail cannabis store in Sudbury, Ontario.

 

Subsequent to the end of the first fiscal quarter of the 2020 fiscal year, the Company:

 

Entered into an agreement to sell the assets of KushBar in consideration for a deemed value of $12,000 in common shares of Halo Labs.
The Company closed the acquisition of 102088460 Saskatchewan Ltd., which operates a licensed retail cannabis store in Tisdale, Saskatchewan (the “Tisdale Store”).

 

Selected financial information for the first quarter ended January 31, 2020:

 

(Expressed in thousands of Canadian Dollars)

 

    Three Months Ended
January 31,
 
    2020
$
    2019
$
    %
Change
 
Revenue     13,659       5,001       173 %
Gross Profit     4,777       1,790       167 %
Total Operating Expenses     6,720       6,651       1 %
Adjusted EBITDA(a)     (550 )     (3,338 )     84 %
Loss from Operations     (1,943 )     (4,861 )     (60 %)
Net Loss     (3,852 )     (3,822 )     1 %
Loss Per Share (Basic)     (0.02 )     (0.02 )     -  
Loss Per Share (Diluted)     (0.02 )     (0.02 )     -  

 

(a) Adjusted EBITDA is a non-IFRS financial measure.

 

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The following is a reconciliation of Adjusted EBITDA to net loss:

 

    Three Months Ended
January 31,
 
    2020     2019  
Net Loss     (3,852 )     (3,822 )
Income taxes     (85 )     (1,230 )
Accretion and interest     1,815       106  
Depreciation and amortization     1,366       186  
EBITDA (1)     (756 )     (4,760 )
Foreign exchange     (4 )     75  
Transaction and acquisition costs     622       142  
Revaluation of derivative liability     (439 )     -  
Share-based compensation     27       1,232  
Discount on accounts receivable     -       (24 )
Gain on disposal of property and equipment     -       (3 )
Adjusted EBITDA (1)     (550 )     (3,338 )

 

(1) Earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA. These measures do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. Non-IFRS measures provide investors with a supplemental measure of the Company’s operating performance and therefore highlight trends in Company’s core business that may not otherwise be apparent when relying solely on IFRS measures. Management uses non-IFRS measures in measuring the financial performance of the Company.

 

(2) Financial information for 2019 has not been restated for the adoption of IFRS 16. For the three months ended January 31, 2020, the Company made 969 in lease payments.

 

Outlook

 

The Company has been continuing to respond to COVID-19 with changes to internal business practices consistent with the guidelines of public health authorities. Since inception, High Tide’s purpose has been to serve cannabis enthusiasts and a significant part of that commitment is ensuring the Company is putting the safety of its customers and employees first. The Company has implemented significant measures to protect the health and wellbeing of these valued groups of individuals. High Tide continues to monitor the situation closely while keeping its retail locations and wholesale facilities open, where permitted.

 

The Company believes that the senior secured credit facility advanced by Windsor Capital, together with the proceeds from the eventual sale of the common shares of Halo Labs, position the Company to be well funded to execute on its strategic objectives in 2020.

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis company enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including Canna Cabana Inc., KushBar Inc., Grasscity.com, Smoker’s Corner Ltd., RGR Canada Inc. and Famous Brandz Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

3

 

 

With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 28 branded stores is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a second retail cannabis business with 2 operating stores in Alberta, offering a modern experience aimed at the Company’s growing customer base in Alberta. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. Representing the core of High Tide’s wholesale segment, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements, including, but not limited to (i) the expected ability of the Company to receive funds from the Windsor Capital credit facility and the sale of the Halo Labs shares; (ii) the Company’s intention to develop all permits that it holds in Alberta; (iii) the Company’s expected future acquisition of the Canna Cabana location in Toronto; and (iv) the Company’s expectation that it will open retail cannabis stores in British Columbia. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. business. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

4

 

EXHIBIT 99.32

 

Form 52-109FV2
Certification of
Interim Filings
Venture Issuer

Basic Certificate

 

I, Rahim Kanji, Chief Financial Officer, High Tide Inc., certify the following:

 

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of High Tide Inc. (the “issuer”) for the interim period ended January 31, 2020.

 

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

Date: March 30, 2020

 

“Rahim Kanji”  
Rahim Kanji  
Chief Financial Officer  
High Tide Inc.  

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EXHIBIT 99.33

 

Form 52-109FV2
Certification of
Interim Filings
Venture Issuer
Basic Certificate

 

I, Harkirat Singh Grover, Chief Executive Officer, High Tide Inc., certify the following:

 

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of High Tide Inc. (the “issuer”) for the interim period ended Janaury 31, 2020

 

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

Date: March 30, 2020  
   
“Harirat “Raj” Grover”    
Harkirat Singh Grover  
Chief Executive Officer  

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

EXHIBIT 99.34

 

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Temporarily Closes Ontario Retail Cannabis Stores and Provides Business Update

 

Calgary, AB, April 6, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (FRA:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, today announced that, in compliance with the order issued by the Province of Ontario, the Canna Cabana locations in Hamilton, Sudbury and Toronto (the “Ontario Stores”) were closed by 11:59 PM on Saturday, April 4, 2020 for a 14-day period after all retail cannabis stores were removed from the government’s list of essential workplaces on Friday, April 3, 2020. All retail staff at the Ontario Stores have been temporarily laid-off as the Company awaits further updates from the Province.

 

“To mitigate the economic headwinds being caused by the COVID-19 pandemic, we are optimizing staffing levels across the organization, working with landlords to abate or defer rent, minimizing operating expenses and delaying capital expenditures wherever possible,” said Raj Grover, President & Chief Executive Officer. “Despite the temporary forced closures in Ontario, our 27 other retail cannabis stores across Alberta and Saskatchewan remain open for the time being, while Grasscity.com has recently experienced a doubling of its average weekly sales as people around the world are increasingly shopping online from the safety of their homes for their smoking accessories and cannabis lifestyle products,” added Mr. Grover.

 

Following on the success of Grasscity.com and based on the current high level of demand for e-commerce websites, High Tide remains on track to launch CBDCity.com in mid-April, which will primarily serve customers in the United States and the European Union, as well as elsewhere around the world. Ultimately, the Company believes that the senior secured credit facility advanced by Windsor Capital, together with the proceeds from the eventual sale of the common shares of Halo Labs, position the Company to be well funded to satisfy its core operating expenses and capital expenditures.

 

To reiterate its previously announced statement regarding the pandemic, High Tide has been continuing to respond to COVID-19 with changes to internal business practices consistent with the guidelines of public health authorities. Since inception, High Tide’s purpose has been to serve cannabis enthusiasts and a significant part of that commitment is ensuring the Company is putting the safety of its customers and employees first. The Company has implemented significant measures to protect the health and wellbeing of these valued groups of individuals. High Tide continues to monitor the situation closely while keeping its retail locations and wholesale facilities open, where permitted.

 

 

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis company enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including Canna Cabana Inc., KushBar Inc., Grasscity.com, Smoker’s Corner Ltd., RGR Canada Inc. and Famous Brandz Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 28 branded stores is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a second retail cannabis business with 2 operating stores in Alberta, offering a modern experience aimed at the Company’s growing customer base in Alberta. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. Representing the core of High Tide’s wholesale segment, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements, including, but not limited to the expected ability of the Company to receive funds from the Windsor Capital credit facility and the sale of the Halo Labs shares. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

2

 

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. business. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

3

 

 

EXHIBIT 99.35

 

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide to Re-Open Canna Cabana Retail Cannabis Stores in Ontario

 

Calgary, AB, April 8, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (FRA:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, is pleased to announce that, as the result of an emergency order approved by Ontario’s cabinet on April 7, 2020, the Canna Cabana retail cannabis stores in Hamilton, Sudbury and Toronto (the “Ontario Stores”) will re-open in compliance with the order’s scope of operations during the prescribed 14-day period. Many of the staff who were temporarily laid-off from the Ontario Stores are being recalled to fulfill the newly permitted customer orders available to be placed online and by phone.

 

“We applaud the Ontario government for openly listening to stakeholders, swiftly amending its position and reasonably allowing retail stores to re-open and provide customers with access to legal recreational cannabis products and accessories,” said Raj Grover, President & Chief Executive Officer. “All three Canna Cabana locations in Ontario are ready to receive click-and-collect orders via www.cannacabana.com and take orders over the phone for pick-up at each store, while we continue to explore the option of providing deliveries to our valued customers,” added Mr. Grover. High Tide continues to monitor the situation closely while keeping its retail and wholesale businesses open across Canada and internationally, subject to local restrictions.

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis company enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including Canna Cabana Inc., KushBar Inc., Grasscity.com, Smoker’s Corner Ltd., RGR Canada Inc. and Famous Brandz Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

 

 

With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 28 branded stores is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a second retail cannabis business with 2 operating stores in Alberta, offering a modern experience aimed at the Company’s growing customer base in Alberta. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. Representing the core of High Tide’s wholesale segment, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements, including, but not limited to the expected recalling of temporarily laid-off staff and the re-opening of all three Canna Cabana retail cannabis stores in Ontario. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. business. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

2

 

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

3

 

 

EXHIBIT 99.36

 

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Re-Opens All Canna Cabana Retail Cannabis Stores Across Ontario

 

Calgary, AB, April 13, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (FRA:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, is pleased to announce that the Canna Cabana retail cannabis stores in Hamilton, Sudbury and Toronto (the “Ontario Stores”) have re-opened in compliance with the Province’s permissible scope of operations. The Hamilton location re-opened on April 9, 2020 and the Sudbury and Toronto locations re-opened on April 11, 2020. High Tide continues to operate 30 branded retail cannabis stores across Canada, in addition to Aurora Cannabis’ (NYSE:ACB) (TSX:ACB) flagship cannabis store at West Edmonton Mall.

 

Many of the employees who were temporarily laid-off from the Ontario Stores have been recalled to fulfill customer orders currently being placed online at www.cannacabana.com and by phone, with delivery services expected to be available in the near term. “High Tide is committed to providing all of our customers across Canada with access to legal and safe recreational cannabis during the COVID-19 pandemic,” said Raj Grover, President & Chief Executive Officer. “To ensure we are putting the safety of our customers and employees first, the Company has implemented significant measures including click-and-collect ordering, curbside pick-up, hand sanitizer dispensers, increased surface cleaning, hand-washing procedures and door management where required,” added Mr. Grover. High Tide continues to monitor the COVID-19 situation closely as it operates its international retail and wholesale businesses, while respecting the orders and guidance issued by public health and other government officials.

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis company enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including Canna Cabana Inc., KushBar Inc., Grasscity.com, Smoker’s Corner Ltd., RGR Canada Inc. and Famous Brandz Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

 

 

With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 28 branded stores is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a second retail cannabis business with 2 operating stores in Alberta, offering a modern experience aimed at the Company’s growing customer base in Alberta. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. Representing the core of High Tide’s wholesale segment, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. business. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

 

 

 

EXHIBIT 99.37

 

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Opens Canna Cabana Retail Cannabis Store in Heart of Downtown Edmonton

 

Calgary, AB, April 20, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (FRA:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, today announced that the Canna Cabana retail cannabis store located at 10275 Jasper Avenue in Edmonton, Alberta (the “Jasper Avenue Store”) opened on Saturday, April 18, 2020. Jasper Avenue is the main thoroughfare across Edmonton’s downtown core, which is a major public transit route supported by countless retail, dining and entertainment options. The Jasper Avenue Store is the newest Canna Cabana location to serve Edmonton and its population of nearly one million people.

 

The Jasper Avenue Store began as a Smoker’s Corner franchise that was acquired by High Tide in 2019 for its prime location and established customer base. “Edmonton has been one of the strongest markets for Canna Cabana stores since legalization and we have been eager to open this landmark location to serve the thriving community of Jasper Avenue. Our team has worked tirelessly to prepare the Jasper Avenue Store for opening on the 4/20 weekend. High Tide is focused on sustainable growth and the achievement of profitability in the near term and opening prime locations like Jasper Avenue will help us accomplish exactly that,” said Raj Grover, President & Chief Executive Officer. High Tide continues to monitor the COVID-19 situation closely, while respecting the orders and guidance of public health and other government officials, as it operates its retail and wholesale business segments both locally and abroad.

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis company enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including Canna Cabana Inc., KushBar Inc., Grasscity.com, Smoker’s Corner Ltd., RGR Canada Inc. and Famous Brandz Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

 

 

With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 29 branded stores is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a second retail cannabis business with 2 operating stores in Alberta, offering a modern experience aimed at the Company’s growing customer base in Alberta. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. Representing the core of High Tide’s wholesale segment, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. business. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

2

 

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: raj@hightideinc.com; Web: www.hightideinc.com.

 

 

3

 

 

EXHIBIT 99.38

 

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Reports Strong 4/20 Weekend Results

 

Calgary, AB, April 22, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (FRA:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, today announced approximately $789,000 in systemwide gross revenues (“Total Sales”) from April 18-20, 2020 (“4/20 Weekend”), which is a 79% increase over the $441,000 recorded from April 19-21, 2019, despite the COVID-19 pandemic limiting the Company’s scope of bricks-and-mortar operations. As a share of Total Sales, High Tide’s 31 branded retail cannabis stores across Canada contributed 68%, while e-commerce accessory sales primarily generated on Grasscity.com comprised the remaining 32%. An approximate blended gross margin of 39% was generated over the 4/20 Weekend by the business-to-consumer aspects of the Company’s assets.

 

“Our achievement of these record 4/20 Weekend results is evidence of the strong retail ecosystem of cannabis products and accessories that we have been building in bricks-and-mortar and online over the last year,” said Raj Grover, President and Chief Executive Officer. “High Tide continues to develop and enhance its retail brands, leveraging our decade of experience in the industry to attract, connect and retain loyal customers throughout North America and worldwide,” added Mr. Grover. High Tide continues to monitor the COVID-19 situation closely, while respecting the orders and guidance of public health and other government officials, as it operates its retail and wholesale business segments both locally and abroad.

 

Separately, the Company issued an aggregate of 1,966,666 common shares of High Tide to certain holders of unsecured convertible debentures of the Company, in satisfaction of the annual amount of interest due to the holders.

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis company enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including Canna Cabana Inc., KushBar Inc., Grasscity.com, Smoker’s Corner Ltd., RGR Canada Inc. and Famous Brandz Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

 

 

With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 29 branded stores is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a second retail cannabis business with 2 operating stores in Alberta, offering a modern experience aimed at the Company’s growing customer base in Alberta. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. Representing the core of High Tide’s wholesale segment, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. business. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

2

 

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: raj@hightideinc.com; Web: www.hightideinc.com.

 

 

3

 

 

EXHIBIT 99.39

 

 

 

 

 

 

 

 

Condensed Interim Consolidated
Financial Statements

 

 

For the three and six months ended April 30, 2020 and 2019
(Stated in thousands of Canadian dollars, except share and per share amounts)

(Unaudited)

 

 

 

 

 

 

 

 

High Tide Inc.

Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

 

Notice of no auditor review of Condensed Interim Consolidated Financial Statements for the three and six months ended April 30, 2020 and 2019.

 

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice indicating that the condensed interim consolidated financial statements have not been reviewed by an auditor.

 

The accompanying unaudited condensed interim consolidated financial statements of High Tide Inc. (“High Tide” or the “Company”) have been prepared by and are the responsibility of the Company’s management and have been approved by the Audit Committee and Board of Directors of the Corporation.

 

The Company’s independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim condensed financial statements by the entity’s auditor.

 

Approved on behalf of the Board:

 

(Signed) “Harkirat (Raj) Grover”   (Signed) “Nitin Kaushal”
President and Chairman of the Board   Director and Chairman of the Audit Committee

 

2

 

 

High Tide Inc.

Condensed Interim Consolidated Statements of Financial Position

As at April 30, 2020 and October 31, 2019

(Unaudited – In thousands of Canadian dollars)

 

    Notes   2020     2019  
        $     $  
Assets                
Current assets                
Cash and cash equivalents         7,044       806  
Marketable securities         454       50  
Trade and other receivables   9     2,244       2,385  
Inventory         7,016       6,719  
Prepaid expenses and deposits   8     2,772       2,518  
Current portion of loans receivable         55       261  
Total current assets         19,585       12,739  
                     
Non-current assets                    
Loans receivable         284       878  
Property and equipment   7     12,779       12,382  
Right-of-use assets, net   22     18,281       -  
Long term prepaid expenses and deposits   8     1,542       1,380  
Deferred tax asset         816       1,190  
Intangible assets and goodwill   6     19,868       12,174  
Total non-current assets         53,570       28,004  
Total assets         73,155       40,743  
                     
Liabilities                    
Current liabilities                    
Accounts payable and accrued liabilities   19     6,375       4,408  
Notes payable current   13     4,079       3,570  
Deferred liability   12     3,500       -  
Current portion of convertible debentures   10     18,529       -  
Current portion of lease liabilities   22     4,578       -  
Shareholder loans         -       701  
Derivative liability   10, 14     3,470       2,121  
Total current liabilities         40,531       10,800  
                     
Non-current liabilities                    
Notes payable   13     280       62  
Convertible debentures   10     8,414       19,664  
Lease liabilities   22     13,968       -  
Long term contract liability         62       100  
Deferred tax liability         1,925       710  
Total non-current liabilities         24,649       20,536  
Total liabilities         65,180       31,336  
                     
Shareholders’ equity                    
Share capital   15     31,888       26,283  
Contributed surplus         2,217       2,119  
Convertible debentures – equity   10     1,878       1,637  
Warrants   17     8,468       6,609  
Accumulated other comprehensive income         (195 )     (366 )
Accumulated deficit         (36,281 )     (26,696 )
Equity attributable to owners of the Company         7,975       9,586  
Non-controlling interest   24     -       (179 )
Total shareholders’ equity         7,975       9,407  
Total liabilities and shareholders’ equity         73,155       40,743  

 

3

 

 

High Tide Inc.

Condensed Interim Consolidated Statements of Comprehensive Loss

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars)

 

        Three months ended     Six months ended  
    Notes   2020     2019     2020     2019  
        $     $     $     $  
Revenue                            
Merchandise sales   5     18,730       6,279       31,681       11,178  
Royalty revenue   5     213       50       796       135  
Other revenue   5     629       267       754       283  
Total Revenue         19,572       6,596       33,231       11,596  
                                     
Cost of sales         (12,184 )     (4,245 )     (21,066 )     (7,456 )
Gross profit         7,388       2,351       12,165       4,140  
Expenses                                    
Salaries, wages and benefits         (3,282 )     (2,148 )     (6,453 )     (4,391 )
Share-based compensation   16     (71 )     (590 )     (98 )     (1,822 )
General and administration         (1,091 )     (1,650 )     (2,253 )     (3,009 )
Professional fees         (846 )     (1,448 )     (1,609 )     (2,302 )
Advertising and promotion         (161 )     (517 )     (247 )     (1,166 )
Depreciation and amortization   6, 7, 22     (1,807 )     (275 )     (3,173 )     (461 )
Interest and bank charges         (73 )     (74 )     (218 )     (201 )
Total expenses         (7,331 )     (6,702 )     (14,051 )     (13,352 )
Income (loss) from operations         57       (4,351 )     (1,886 )     (9,212 )
                                     
Other income (expenses)                                    
Loss on extinguishment of debenture   10     (186 )     -       (186 )     -  
Revaluation of derivative liability   10, 14     (125 )     -       314       -  
Loss on sale of marketable securities   12     (1,186 )     -       (1,186 )     -  
Impairment loss   7     (247 )     -       (247 )     -  
Gain on disposal of property and equipment         -       -       -       3  
Revaluation of marketable securities   12     (477 )     -       (477 )     -  
Discount on accounts receivable         -       58       -       82  
Finance and other costs   11     (2,804 )     (231 )     (5,241 )     (373 )
Foreign exchange gain (loss)         17       39       21       (36 )
Total other expenses         (5,008 )     (134 )     (7,002 )     (324 )
                                     
Loss before taxes         (4,951 )     (4,485 )     (8,888 )     (9,536 )
Deferred tax (expense) recovery         (95 )     1,166       (10 )     2,396  
Net Loss         (5,046 )     (3,319 )     (8,898 )     (7,140 )
                                     
Other comprehensive loss                                    
Translation difference on foreign subsidary         101       -       171       -  
Total comprehensive loss         (4,945 )     (3,319 )     (8,727 )     (7,140 )
                                     
Net loss and comprehensive loss attributable to:                                    
Owners of the Company         (4,945 )     (3,286 )     (8,719 )     (7,065 )
Non-controlling interest   24     -       (33 )     (8 )     (75 )
          (4,945 )     (3,319 )     (8,727 )     (7,140 )
                                     
Loss per share                                    
Basic   18     (0.02 )     (0.02 )     (0.04 )     (0.04 )
Diluted   18     (0.02 )     (0.02 )     (0.04 )     (0.04 )

 

4

 

 

 

High Tide Inc.

Condensed Interim Consolidated Statements of Changes in Equity

(Unaudited – In thousands of Canadian dollars)

 

    Note   Share
capital
    Special
warrants
    Warrants     Contributed
surplus
    Equity
portion of
convertible
debt
    Accumulated
other
comprehensive
income (loss)
    Accumulated
deficit
    Attributable
to owners
of the
Company
    NCI     Total  
        $     $     $     $     $     $     $     $     $     $  
Balance, October 31, 2018       35,695     16,904     905     -     -          -     (30,176 )   23,328     (13 )   23,315  
Transition adjustment – IFRS 9         -       -       -       -       -       -       (26 )     (26 )     -       (26 )
Transition adjustment – IFRS 15         -       -       -       -       -       -       (67 )     (67 )     -       (67 )
Conversion of special warrants         13,051       (16,904 )     3,853       -       -       -       -       -       -       -  
Warrants issued December, 2018         -       -       93       -       -       -       -       93       -       93  
Acquisition - Grasscity         3,047       -       -       -       -       -       -       3,047       -       3,047  
Share-based compensation         71       -       -       2,119       -       -       -       2,190       -       2,190  
Equity portion of convertible debentures         -       -       -       -       1,637       -       -       1,637       -       1,637  
Cumulative translation adjustment         -       -       -       -       -       (366 )     -       (366 )     -       (366 )
Interest payment paid in shares         1,156       -       -       -       -       -       -       1,156       -       1,156  
Warrants issued April, 2019         -       -       883       -       -       -       -       883       -       883  
Acquisition - Dreamweavers         1,147       -       296       -       -       -       -       1,443       -       1,443  
Acquisition - Jasper Ave.         205       -       -       -       -       -       -       205               205  
Warrants issued June, 2019         -       -       342       -       -       -       -       342       -       342  
Reduction is share capital         (29,699 )     -       -       -       -       -       29,699       -       -       -  
Fee paid in shares & warrants         1,607       -       132       -       -       -       -       1,739       -       1,739  
Warrants issued September, 2019         -       -       105       -       -       -       -       105       -       105  
Warrant exercise         3       -       -       -       -       -       -       3       -       3  
Comprehensive loss for the year         -       -       -       -       -       -       (26,126 )     (26,126 )     (166 )     (26,292 )
Balance, October 31, 2019         26,283       -       6,609       2,119       1,637       (366 )     (26,696 )     9,586       (179 )     9,407  
Fee paid in shares   15     860       -       -       -       -       -       -       860       -       860  
Warrants issued   10, 17     -       -       1,543       -       -       -       -       1,543       -       1,543  
Share-based compensation   16     -       -       -       98       -       -       -       98       -       98  
Equity portion of convertible debentures   10     -       -       -       -       241       -       -       241       -       241  
Cumulative translation adjustment         -       -       -       -       -       171       -       171       -       171  
Prepaid Interest paid in shares         848       -       -       -       -       -       -       848       -       848  
Purchase of minority interest - KushBar Inc.   4     500       -       -       -       -       -       (687 )     (187 )     187       -  
Acquisition - 2680495 Ontario Inc.   3     1,100       -       -       -       -       -       -       1,100       -       1,100  
Acquisition - Saturninus Partners   3     1,218       -       316       -       -       -       -       1,534       -       1,534  
Acquisition - 102088460 Saskatchewan Ltd.   3     975       -       -       -       -       -       -       975       -       975  
Asset acquisition   6     104       -       -       -       -       -       -       104       -       104  
Comprehensive loss for the period         -       -       -       -       -       -       (8,898 )     (8,898 )     (8 )     (8,906 )
Balance, April 30, 2020       31,888     -     8,468     2,217     1,878     (195 )   (36,281 )   7,975     -     7,975  

 

5

 

 

High Tide Inc.

Condensed Interim Consolidated Statements of Cash Flows

For the six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars)

 

    Notes   2020     2019  
        $     $  
Operating activities                
Net loss         (8,898 )     (7,140 )
Income tax expense (recovery)         10       (2,396 )
Accretion expense         3,977       1,241  
Fee for services paid in shares & warrants   15, 17     746          
Acquisition costs paid in shares   3     600       -  
Depreciation and amortization   6, 7, 22     3,173       461  
Accretion of lease liability   22     664       -  
Revaluation of derivative liability   10, 14     314       -  
Impairment loss   7     247       -  
Gain on disposal of property and equipment         -       (3 )
Share-based compensation   16     98       1,822  
Revaluation of marketable securities   12     477       -  
Provision for impairment on accounts receivable         -       (82 )
Loss on sale of marketable securities   12     1,186       -  
          2,594       (6,097 )
Changes in non-cash working capital                    
Trade and other receivables         174       (453 )
Inventory         541       (712 )
Loans receivable         -       (1,128 )
Prepaid expenses and deposits         460       (792 )
Accounts payable and accrued liabilities         (635 )     1,806  
Income tax payable         -       337  
Contract liability         -       (359 )
Shareholder loans         -       295  
Net cash provided by (used) in operating activities         3,134       (7,103 )
                     
Investing activities                    
Purchase of property and equipment   7     (627 )     (4,693 )
Purchase of intangible assets   6     (289 )     (1,593 )
Proceeds from sale of marketable securities   12     1,458       -  
Proceeds from disposal of property and equipment         -       3  
Cash paid for business combination, net of cash acquired   3     (2,484 )     (4,688 )
Net cash used in investing activities         (1,942 )     (10,971 )
                     
Financing activities                    
Repayment of finance lease obligations         (3 )     (3 )
Proceeds from convertible debentures net of issue costs   10     8,855       19,174  
Proceeds from notes payable   13     200       -  
Repayment of convertible debentures   10     (1,867 )     -  
Lease liability payments   22     (2,139 )     -  
Net cash provided by financing activities         5,046       19,171  
                     
Net increase in cash and cash equivalents         6,238       1,097  
Cash and cash equivalents, beginning of the year         806       8,198  
Cash and cash equivalents, end of the year         7,044       9,295  

 

6

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

1. Nature of Operations

 

High Tide Inc. (the “Company” or “High Tide”) is a downstream focused retailer of cannabis products, distributor, and a seller of smoking accessories. The Company’s shares are listed on the Canadian Securities Exchange (“CSE”) under the symbol “HITI”, the Frankfurt Stock Exchange (“FSE”) under the securities identification code ‘WKN: A2PBPS’ and the ticker symbol “2LY”, and on the OTCQB Market (“OTCQB”) under the symbol “HITIF”. The address of the Company’s corporate and registered office is # 120 – 4954 Richard Road SW, Calgary, Alberta T3E 6L1.

 

High Tide does not engage in any U.S. cannabis-related activities as defined by the Canadian Securities Administrators Staff Notice 51-352.

 

COVID-19

 

An outbreak of a new strain of coronavirus (COVID-19) resulted in a major global health crisis which continues to impact the global economy and the financial markets at the date of these financial statements. Given the ongoing and dynamic nature of the circumstances surrounding COVID-19, it is difficult to predict how significant the impact of COVID-19, including any responses to it, will be on the economy and the Company’s business in particular, or for how long any disruptions are likely to continue. The extent of such impact will depend on future developments, which are highly uncertain, rapidly evolving and difficult to predict. Such further developments could have a material adverse effect on the Company’s business and financial condition.

 

2. Accounting Policies

 

A. Basis of Preparation

 

These condensed interim consolidated financial statements (“Financial Statements”) have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). They are condensed as they do not include all of the information required for full annual financial statements, and they should be read in conjunction with the audited consolidated financial statements of the Company for the year ended October 31, 2019 which are available on SEDAR at www.sedar.com.

 

For comparative purposes, the Company has reclassified certain immaterial items on the comparative condensed interim consolidated statement of financial position and the condensed interim consolidated statement of comprehensive loss to conform with current period’s presentation.

 

The principles and accounting policies used to prepare the financial statements are consistent with those of the previous financial year and corresponding interim reporting period, except for the adoption of IFRS 16.

 

These condensed interim consolidated financial statements were approved and authorized for issue by the Board of Directors on June 16, 2020.

 

B. Use of estimates

 

The estimates and assumptions are reviewed on an ongoing basis. Revisions in accounting estimates are recognized in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years. Significant judgements, estimates, and assumptions within these condensed interim consolidated financial statements remain the same as those applied to the consolidated financial statements for the year ended October 31, 2019.

 

C. Adoption of new standards

 

IFRS 16 Leases

 

On January 13, 2016, the IASB published a new standard, IFRS 16 Leases. The new standard brings most leases on statement of financial position for lessees under a single model, eliminating the distinction between operating and finance leases. The standard is effective for annual periods beginning on or after January 1, 2019. Under the new standard, a lessee recognizes a right-of-use asset and a lease liability.

 

On November 1, 2019 the Company, adopted IFRS 16 Leases. The Company has applied IFRS 16 using the modified retrospective approach and therefore the comparative information has not been restated and continues to be reported under IAS 17 Leases.

 

7

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

2. Accounting Policies (continued)

 

C. Adoption of new standards (continued)

 

As a result of adopting IFRS 16, the Company has recognized a significant increase to both assets and liabilities on our Condensed Interim Consolidated Statements of Financial Position, as well as a decrease to operating expenses (for the removal of fixed rent payments), an increase to depreciation (due to the depreciation of the right-of use asset), and an increase to finance costs (due to accretion of the lease liability). Lease inducements, store closure costs and average rent adjustments (which were previously included in accounts payable and accrued liabilities) and onerous lease provisions are no longer recognized as separate liabilities and are included in the calculation of right-of-use assets under IFRS 16.

 

Applying IFRS 16, for all leases, the Company:

 

recognizes right-of-use assets and lease liabilities in the consolidated statement of financial position, initially measured at the present value of future lease payments;

 

recognizes depreciation of right-of-use assets on a straight-line basis and interest on lease liabilities in the consolidated statements of income or loss; and

 

reports the total amount of cash paid, including both the principal portion and interest within financing activities in the consolidated statements of cash flows. Lease incentives are recognized as part of the measurement of the right-of-use (“ROU”) assets and lease liabilities whereas under IAS 17 they resulted in the recognition of a lease incentive liability, amortized as a reduction of rental expense on a straight-line basis.

 

On adoption of IFRS 16, the Company recognized lease assets and liabilities in relation to leases previously classified as ‘operating leases’ under the principles of IAS 17. These liabilities were measured at the present value of the remaining lease payments, discounted using the related incremental borrowing rate as of November 1, 2019. The incremental borrowing rate applied is 8%. The associated right-of-use assets were measured as equal to the lease liability and prepaid rent, discounted using the incremental borrowing rates as of November 1, 2019 adjusted for the effects of provisions for onerous leases.

 

Under IFRS 16, right-of-use assets are tested for impairment in accordance with IAS 36 Impairment of Assets. In the context of the transition to IFRS 16, the Company recognized right-of-use assets of $19,638 and lease liabilities of $19,543 as at November 1, 2019. The Company capitalized prepaid lease deposits and lease inducements amounting to $95 to right of use assets on November 1, 2019 in accordance with IFRS 16.

 

In applying IFRS 16 for the first time, the Company has used the following practical expedients permitted by the standard:

 

the Company has elected to apply a single discount rate to a portfolio of leases with reasonably similar underlying characteristics;

 

the Company has elected to exclude initial direct costs incurred in obtaining leases in the measurement of the right-of-use asset on transition;

 

the Company has elected to use hindsight to determine the lease term where the lease contracts contain options to extend or terminate the lease;

 

the Company has elected not to separate lease components from any associated non lease components;

 

the Company has elected to rely on an onerous lease assessment as of October 31, 2019, as an alternative to performing an impairment review as at November 1, 2019; and

 

the Company has elected not to account for leases for which the lease term ends within 12 months of November 1, 2019 as short-term leases or leases that meet the low-value exemption.

 

A reconciliation of lease commitments as at October 31, 2019, outlining the effect of transition to IFRS 16 is outlined below.

 

Operating lease commitments disclosed at October 31, 2019     21,218  
Effect of discounting using incremental borrowing rate at November 1, 2019     (5,926 )
Reasonably certain lease extensions     4,251  
Total Lease Liabilities as of November 1, 2019     19,543  

 

8

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

2. Accounting Policies (continued)

 

C. Adoption of new standards (continued)

 

Accounting policy

 

At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Right-of-use assets are measured at cost, which is calculated as the amount of the initial measurement of lease liability plus any lease payments made at or before the commencement date, any initial direct costs and related restoration costs. The right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the useful life of the underlying asset. The depreciation is recognized from the commencement date of the lease. To assess whether a contract conveys the right to control the use of an identified asset, we assess whether:

 

The contract involves the use of an identified asset;

 

The Company has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use; and

 

The Company has the right to direct the use of the asset.

 

Estimates

 

The Company estimates the incremental borrowing rate used to measure our lease liability for each lease contract. This includes estimation in determining the asset-specific security impact. There is also estimation uncertainty arising from certain leases containing variable lease terms that are linked to operational results or an index or rate.

 

Judgments

 

The Company estimates the lease term by considering the facts and circumstances that can create an economic incentive to exercise an extension option, or not exercise a termination option by assessing relevant factors such as store profitability. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). Potential future cash outflows have not been included in the lease liability because it is not reasonably certain that the lease will be extended. The assessment of the lease term is reviewed if a significant event or a significant change in circumstances occurs, which affects this assessment and that is within the control of the lessee.

 

D. New Accounting Pronouncements not yet adopted

 

Definition of a Business

 

In October 2018, the IASB issued “Definition of a Business (Amendments to IFRS 3)”. The amendments clarify the definition of a business, with the objective of assisting entities to determine whether a transaction should be accounted for as a business combination or as an asset acquisition. The amendment provides an assessment framework to determine when a series of integrated activities is not a business. The amendments are effective for business combinations occurring on or after the beginning of the first annual reporting period beginning on or after January 1, 2020. The Company is currently evaluating the potential impact of these amendments on the Company’s consolidated financial statements.

 

9

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

3. Business Combinations

 

A. 102088460 Saskatchewan Ltd. Acquisition – Current period

 

Total consideration   $  
Cash paid     200  
Common shares     975  
Notes payable     470  
      1,645  
Purchase price allocation        
Property and equipment     369  
Intangible assets - license     256  
Goodwill     1,089  
Deferred tax liability     (69 )
      1,645  

 

On February 21, 2020, the Company completed the acquisition of 102088460 Saskatchewan Ltd. (“102088460”) which operated a licensed retail cannabis store in Tisdale, Saskatchewan. As consideration for the acquisition, the Company paid to the vendor $200 in cash, $500 in the form of a promissory note due six months from the time of closing of the transaction and issued to the vendor 5,000,000 common shares in the capital of the Company. In connection with the transaction, the Company acquired all the issued and outstanding shares of 102088460. The note payable has been recorded at its fair value of $470 by discounting it over six months at a market interest rate of 22%.

 

In accordance with IFRS 3, Business Combination (“IFRS 3”), the substance of this transaction constituted a business combination. Management is in the process of gathering the relevant information that existed at the acquisition date to determine the fair value of the net identifiable assets acquired. As such, the initial purchase price was provisionally allocated based on the Company’s estimated fair value of the identifiable assets acquired on the acquisition date. The values assigned are, therefore, preliminary and subject to change. Management continues to refine and finalize its purchase price allocation for the fair value of identifiable intangible assets, property plant and equipment, and the allocation of goodwill. For the three months ended April 30, 2020, 102088460 accounted for $149 in revenues and $9 in net income. If the acquisition had been completed on November 1, 2019, the Company estimates it would have recorded an increase of $208 in revenues and an increase of $13 in net income for the six months ended April 30, 2020. The Company also incurred $24 in transaction costs, which have been expensed during the period.

 

10

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

3. Business Combinations (continued)

 

B. 2680495 Ontario Inc. Acquisition – Prior period

 

Total consideration   $  
Cash paid     2,903  
Common shares     1,100  
      4,003  
Purchase price allocation        
Cash     455  
Accounts receivable     59  
Inventory     444  
Property and equipment     304  
Intangible assets - license     4,873  
Accounts payable and accrued liabilities     (846 )
Deferred tax liability     (1,286 )
      4,003  

 

On January 24, 2020, the Company completed the acquisition of 2680495 Ontario Inc. (“2680495”) which operated a licensed retail cannabis store in Hamilton, Ontario. As consideration for the acquisition, the Company paid to the vendor $2,903 in cash and issued to the vendor 4,761,904 common shares in the capital of the Company. In connection with the transaction, the Company acquired all the issued and outstanding shares of 2680495.

 

Management is in the process of gathering the relevant information that existed at the acquisition date to determine the fair value of the net identifiable assets acquired. As such, the initial purchase price was provisionally allocated based on the Company’s estimated fair value of the identifiable assets acquired on the acquisition date. The values assigned are, therefore, preliminary and subject to change. Management continues to refine and finalize its purchase price allocation for the fair value of identifiable intangible assets, property plant and equipment, and the allocation of goodwill. None of the goodwill arising on this acquisition is expected to be deductible for tax purposes. For the six months ended April 30, 2020, 2680495 accounted for $4,278 in revenues and $480 in net income. The Company also incurred $600 in transaction costs, which have been expensed during the period ended January 31, 2020. If the acquisition had been completed on November 1, 2019, the Company estimates it would have recorded an increase of $4,827 in revenues and an increase of $628 in net income for the six months ended April 30, 2020.

 

11

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

3. Business Combinations (continued)

 

C. Saturninus Partners Acquisition – Prior period

 

Total consideration   $  
Common shares     1,218  
Warrants     316  
Contingent consideration     116  
      1,650  
Purchase price allocation        
Cash     164  
Accounts receivable     15  
Prepaid expenses and deposits     28  
Inventory     393  
Property and equipment     269  
Accounts payable and accrued liabilities     (891 )
Goodwill     1,672  
      1,650  

 

On January 27, 2020, the Company acquired a 50% interest in the Saturninus Partners (“Saturninus”) which operates a licensed retail cannabis store in Sudbury, Ontario. The Company, has classified this acquistion as a joint operation. The activity of the joint operation constitutes a business, as defined in IFRS 3 Business Combinations, it shall apply, to the extent of its share in accordance with all of the principles on business combinations accounting. As consideration for the transaction, the Company issued to nominees of the partners of the partnership an aggregate of 5,319,149 common shares of the Company, as well as common share purchase warrants to purchase up to an aggregate of 2,500,000 shares of the Company. Each warrant entitles the holder to acquire one share at an exercise price of $0.40 per share for a period of two years from the date of issuance. In addition, for a period of 2 years following the closing date, one of the outgoing partners will be entitled to receive, from the Company, a royalty of 1% of the gross revenues of the Sudbury store. Contingent consideration was calculated using the present value of expected payment, discounting using 22% discount rate. The expected payment is determined by considering the 1% share of forecasted revenue.

 

Management is in the process of gathering the relevant information that existed at the acquisition date to determine the fair value of the net identifiable assets acquired. As such, the initial purchase price was provisionally allocated based on the Company’s estimated fair value of the identifiable assets acquired on the acquisition date. The values assigned are, therefore, preliminary and subject to change. Management continues to refine and finalize its purchase price allocation for the fair value of identifiable intangible assets, property plant and equipment, and the allocation of goodwill. None of the goodwill arising on this acquisition is expected to be deductible for tax purposes. For the six months ended April 30, 2020, Saturninus accounted for $1,055 in revenues and $182 in net income. If the acquisition had been completed on November 1, 2019, the Company estimates it would have recorded an increase of $977 in revenues and an increase of $147 in net income for the six months ended April 30, 2020.

 

4. Purchase of Minority interest in Shareholder

 

On December 10, 2019, the Company entered into a definitive share purchase agreement with 2651576 Ontario Inc. (the “Minority Shareholder”), a private Ontario company, to acquire the remaining 49.9% interest (the “Minority Interest”) in High Tide’s majority-owned subsidiary, KushBar Inc. (“KushBar”). Pursuant to the definitive agreement, High Tide, which held a controlling interest of 50.1% in KushBar, acquired the Minority Interest in a transaction (the “Transaction”) that resulted in KushBar becoming a wholly owned subsidiary of High Tide. The consideration paid for the minority interest was by the issuance of a secured convertible debenture in the principal amount of approximately $700 to settle the shareholder loan and 2,645,503 number of common shares in the capital of High Tide (“Shares”) having an aggregate fair value of $500, with each common share priced at the 10-day volume weighted average trading price of the shares on the CSE immediately prior to the closing date.

 

The book value of the non-controlling interest at the time of the purchase was negative $187. The incremental amount of the fair value of the consideration paid over the book value of the non-controlling interest at December 10, 2019, of $687 was recognized as an adjustment to accumulated deficit.

 

12

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

5. Revenue from Contracts with Customers

 

For the three months ended April 30, 2020   Retail     Wholesale     Corporate     Total  
    $     $     $     $  
Primary geographical markets                        
Canada     15,707       773       90       16,570  
USA     1,888       888       -       2,776  
International     226       -       -       226  
Total revenue     17,821       1,661       90       19,572  
Major products and services                                
Cannabis     14,371       -       -       14,371  
Smoking accessories     2,784       1,575       -       4,359  
Franchise royalties and fees     125       -       88       213  
Other revenue     541       86       2       629  
Total revenue     17,821       1,661       90       19,572  
Timing of revenue recognition                                
Transferred at a point in time     17,821       1,661       90       19,572  
Total revenue     17,821       1,661       90       19,572  

 

 

For the six months ended April 30, 2020   Retail     Wholesale     Corporate     Total  
    $     $     $     $  
Primary geographical markets                        
Canada     26,419       1,643       307       28,369  
USA     3,081       1,395       -       4,476  
International     386       -       -       386  
Total revenue     29,886       3,038       307       33,231  
Major products and services                                
Cannabis     23,972       -       -       23,972  
Smoking accessories     4,814       2,895       -       7,709  
Franchise royalties and fees     501       -       295       796  
Other revenue     599       143       12       754  
Total revenue     29,886       3,038       307       33,231  
Timing of revenue recognition                                
Transferred at a point in time     29,886       3,038       307       33,231  
Total revenue     29,886       3,038       307       33,231  

 

13

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

6. Intangible Assets and Goodwill

 

    Software     Licenses     Lease
buy-out
    Brand
Name
    Goodwill     Total  
    $     $     $     $     $     $  
Cost                                    
Balance, October 31, 2018     159       -       777       -       -       936  
Additions     553       -       1,780       -       -       2,333  
Additions from business combinations     1,136       2,594       -       1,539       9,066       14,335  
Impairment loss     -       -       -       -       (4,600 )     (4,600 )
Balance, October 31, 2019     1,848       2,594       2,557       1,539       4,466       13,004  
Additions (i)     289       -       104       -       -       393  
Additions from business combinations (Note 3)     -       5,129       -       -       2,761       7,890  
Impairment loss     -       -       -       -       -       -  
Balance, April 30, 2020     2,137       7,723       2,661       1,539       7,227       21,287  
Accumulated depreciation                                                
Balance, October 31, 2018     2       -       -       -       -       2  
Amortization     109       75       191       -       -       375  
Balance, October 31, 2019     111       75       191       -       -       377  
Amortization     143       289       151       -       -       583  
Balance, April 30, 2020     254       364       342       -       -       960  
Foreign currency translation                                                
Balance, October 31, 2018     -       -       -       -       -       -  
Recorded in other comprehensive loss     60       -       -       57       336       453  
Balance, October 31, 2019     60       -       -       57       336       453  
Recorded in other comprehensive loss     (1 )     -       -       (1 )     8       6  
Balance, April 30, 2020     59       -       -       56       344       459  
Net book value                                                
Balance at October 31, 2018     157       -       777       -       -       934  
Balance, October 31, 2019     1,677       2,519       2,366       1,482       4,130       12,174  
Balance, April 30, 2020     1,824       7,359       2,319       1,483       6,883       19,868  

 

(i) On March 2, 2020, the Company acquired a lease for a cannabis retail store located in Canmore, Alberta (“Canmore”). The total consideration paid to acquire the lease was $104, which was paid by issuance of 612,764 common shares of High Tide with a fair value of $104. The Company has begun the process of converting the Store to a Canna Cabana retail location for the sale of recreational cannabis, subject to inspection and licensing by Alberta Gaming, Liquor and Cannabis.

 

14

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

7. Property and Equipment

 

    Office
equipment and
computers
    Leasehold
improvements
    Vehicles     Buildings     Total  
    $     $     $     $     $  
Cost                              
Balance, October 31, 2018     193       3,609       167       145       4,114  
Additions     196       6,823       -       2,655       9,674  
Additions from business combinations     63       293       -       -       356  
Impairment loss     -       (220 )     -       -       (220 )
Balance, October 31, 2019     452       10,505       167       2,800       13,924  
Additions     134       493       -       -       627  
Additions from business combinations (Note 3)     31       911       -       -       942  
Impairment loss (i)     (8 )     (239 )     -       -       (247 )
Balance, April 30, 2020     609       11,670       167       2,800       15,246  
Accumulated depreciation                                        
Balance, October 31, 2018     49       325       142       -       516  
Depreciation     78       940       6       2       1,026  
Balance, October 31, 2019     127       1,265       148       2       1,542  
Depreciation     31       887       2       5       925  
Balance, April 30, 2020     158       2,152       150       7       2,467  
Net book value                                        
Balance, October 31, 2018     144       3,284       25       145       3,598  
Balance, October 31, 2019     325       9,240       19       2,798       12,382  
Balance, April 30, 2020     451       9,518       17       2,793       12,779  

 

(i) During the three months ended April 30, 2020, the Company undertook a strategic shift with regards to its retail operations. As a result of the strategic shift, one of the retail locations in Lloydminster was closed permanently which resulted in an impairment of $247.

 

8. Prepaid expenses and deposits

 

As at   April 30,
2020
    October 31,
2019
 
    $     $  
Business acquisition deposit     100       300  
Deposits on cannabis retail outlets     1,542       1,380  
Prepaid interest, insurance and other     2,075       1,833  
Prepayment on purchases     597       385  
Total     4,314       3,898  
Less current portion     (2,772 )     (2,518 )
Long-term     1,542       1,380  

 

9. Trade and other receivables

 

As at   April 30,
2020
   

October 31,
2019 

 
    $     $  
Trade accounts receivable     1,259       1,066  
Sales tax receivable     159       162  
Other receivables (i)     826       1,157  
Total     2,244       2,385  

 

(i) Other receivables balance of $826 primarily consists of royalties earned from Ontario licensees.

 

15

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

10. Convertible Debentures

 

i. On November 28, 2018, the Company entered into an agreement for a brokered private placement for the sale of up to 20,000 unsecured convertible debentures of the Company, at a price of $1 per debenture for gross proceeds of up to $20,000. The debentures bear interest at a rate of 8.5% per annum, payable on the last business day of each calendar quarter. The debentures are convertible to common shares of the Company at a price of $0.75 per common share and mature two years from the closing of the offering. The first closing occurred on December 13, 2018 issuing 11,330 debentures at a price of $1 per debenture for gross proceeds of $11,330. The company incurred $618 in issue costs in relation to the first closing which included the 504,733 broker warrants valued at $93 using Black-Scholes model with the following assumptions: stock price of $0.36; expected life of 2 years; $Nil dividends; 130% volatility; and risk-free interest rate of 1.60%. Each broker warrant is exercisable for one common share of the Company at a price of $0.75 per share until December 11, 2020.

 

Management calculated the fair value of the liability component as $8,907 using a discount rate of 22%, with the residual amount of $2,422 net of deferred tax of $654 being allocated to the conversion feature recorded in equity. The Company incurred $618 in debt issuance cost, $486 was allocated to debt component and the remaining $132 to the equity.

 

ii. On April 10, 2019, the Company closed the first tranche of the sale of unsecured convertible debentures of the Company under a non-brokered private placement for gross proceeds of $8,360. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.75 per share and mature two years from the closing of the private placement. Under the private placement, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.75 original principal amount of its debenture, resulting in 11,146,667 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.85 per share for two years from the date of issuance. The company incurred $50 in legal costs which was paid by the issuance of 100,000 shares with a fair value of $0.50 per share. The debentures bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.48 prior to the closing date of the private placement. Concurrent with the issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 1,752,621 Shares.

 

Management calculated the fair value of the liability component as $7,138 using a discount rate of 22%, with the residual amount of $1,222 net of deferred tax of $330 being allocated to warrants, recorded in equity. The Company incurred $58 in debt issuance cost, $50 being allocated to debt component and the remaining $8 to the warrants.

 

On December 4, 2019, the Company repaid $1,500 and on April 1, 2020, the Company repaid $367 towards the principal of the convertible debt. During, the six months ended April 30, 2020 the Company recognized $186 loss on extinguishment of debenture.

 

iii. On June 17, 2019, the Company closed the final tranche of the sale of unsecured convertible debentures of the Company under the non-brokered private placement for gross proceeds of $3,200. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.75 per share and mature two years from the closing of the offering. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.75 original principal amount of its debenture, resulting in 4,266,667 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.85 per share for two years from the date of issuance. The debentures will bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.384 prior to the closing date of the offering. Concurrent with the final tranche issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 855,615 Shares.

 

Management calculated the fair value of the liability component as $2,732 using a discount rate of 22%, with the residual amount of $468 net of deferred tax of $128 being allocated to warrants, recorded in equity. 

 

16

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

10. Convertible Debentures (continued)

 

iv. On November 14, 2019, the Company closed the sale of unsecured convertible debentures of the Company under the non-brokered private placement for gross proceeds of $2,000. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.252 per share and mature two years from the closing of the offering. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.252 original principal amount of its debenture, resulting in 7,936,057 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.50 per share for two years from the date of issuance. The debentures will bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.255 prior to the closing date of the offering. Concurrent with the final tranche issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 784,314 Shares.

 

Management calculated the fair value of the liability component as $1,707 using a discount rate of 22%, with the residual amount of $292 net of deferred tax of $79 being allocated to warrants, recorded in equity.

 

v. On December 4, 2019, the Company closed the sale of unsecured convertible debentures of the Company under the non-brokered private placement for gross proceeds of $2,115. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.252 per share and mature two years from the closing of the offering. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.252 original principal amount of its debenture, resulting in 8,392,857 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.50 per share for two years from the date of issuance. The debentures will bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.208 prior to the closing date of the offering. Concurrent with the final tranche issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 1,016,826 Shares. An advising fee of $3 was paid in connection to the convertible debt.

 

Management calculated the fair value of the liability component as $1,806 using a discount rate of 22%, with the residual amount of $309 net of deferred tax of $83 being allocated to warrants, recorded in equity. 

 

vi. On December 12, 2019, the Company issued $700, to acquire the remaining 49.9% interest (the “Minority Interest”) in HighTide’s majority-owned subsidiary, KushBar Inc. Pursuant to the definitive agreement, High Tide, which held a controlling interest of 50.1% in KushBar, acquired the Minority interest in a transaction (the “Transaction”) that resulted in KushBar becoming a wholly owned subsidiary of High Tide. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.25 per share and mature two years from the closing of the offering. The debentures do not bear any interest rate. However, that any principal amount outstanding following the maturity date will bear interest at a rate of 10% per annum until repaid. If, following the expiry of all hold periods imposed by applicable Canadian securities laws, the volume-weighted average trading price of the common shares on the CSE exceeds $0.30 for a period of 30 consecutive days, High Tide will be entitled to, subject to certain other conditions being met, cause the holder to convert all or part of the outstanding principal amount of the debenture into common shares. In addition, if at any time during the term thereof, High Tide issues securities at a price deemed lower than the conversion price then in effect, then, subject to certain other conditions, such conversion price will be adjusted downward to such lower price.

 

In accordance with IFRS 9, the equity conversion option embedded in the convertible debenture was determined to be a derivative liability, which has been recognized separately at its fair value of $461. Subsequent changes in fair value of the equity conversion option will be recognized through profit and loss (i.e. FVTPL). The equity conversion option was classified as a derivative liability as it can be settled through the issuance of a variable number of shares, cash or a combination thereof, based on the trading price at the time of settlement. The fair value of the equity conversion option was determined using the a monte-carlo simulation and the following assumptions: stock price: $0.17; expected life of 2 year; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.25; and risk-free interest rate of 1.65%. The debt host has been recognized at its amortized cost of $239, which represents the remaining fair value allocated from the amount of shareholder loan settled of $700. As of April 30, 2020, the conversion option had a fair value of $368 and the Company recognized a $102 unrealized gain on the derivative liability for the three months ended April 30, 2020 and $111 in unrealized gain for the six months ended April 30, 2020. The fair value of the equity conversion option was determined using the a monte-carlo simulation and the following assumptions: stock price: $0.14; expected life of 1.63 year; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.25; and risk-free interest rate of 1.65%.

 

17

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

10. Convertible Debentures (continued)

 

vii. On December 14, 2019, the Company issued $2,000 in convertible debt to settle the put option related to Grasscity acquisition valued at $2,121 as of October 31, 2019. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.252 per share and mature two years from the closing of the offering. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.252 original principal amount of its debenture, resulting in 7,936,508 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.50 per share for two years from the date of issuance. The debentures will bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.175 prior to the closing date of the offering. Concurrent with the final tranche issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 1,142,857 Shares.

 

Management calculated the fair value of the liability component as $1,708 using a discount rate of 22%, with the residual amount of $292 net of deferred tax of $79 being allocated to warrants, recorded in equity. 

 

viii. On January 6, 2020, the Company entered into a loan agreement with Windsor Private Capital (“Windsor”), a Toronto-based merchant bank, for a senior secured, non-revolving term credit facility (“the Facility”) in the amount of up to $10,000. The Company will have immediate access to an initial $6,000, that can be drawn down at Company’s discretion, and subject to satisfaction of certain conditions, will provide the Company with access to an additional $4,000. Provided that certain conditions are satisfied, the Facility will automatically extend for an additional one-year term. The principal amount advanced under the facility is convertible, during its term at any time after an initial 6 month hold period, and at Windsor’s option, into common shares in the capital of the Company at a conversion price of $0.17 per share and mature one year from the closing of the offering. The conversion price is subject to downward adjustment if the Company, at any time during the term of the facility, issues securities at a price deemed lower than the conversion price then in effect. Pursuant to the loan agreement, Windsor is entitled to a one-time placement fee equal to 3.5% of the initial Facility amount, which the Company capitalized into the principal amount advanced under the Facility. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.17 original principal amount of its debenture, resulting in 35,294,117 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.255 per share for two years from the date of issuance. Amounts drawn down under the facility will bear interest at a rate of 11.5% per annum, payable monthly, in arrears, on the last day of each calendar month. As of January 31, 2020, the Company withdrew in the amount of $5,000 from the credit facility. As of April 30, 2020, the Company still have access to unused remaining balance of $5,000.

 

Gross proceeds were $5,000 and net proceeds were $4,743, net of cash transaction costs of $257. The gross proceeds were allocated on a relative fair value basis to the warrants for $327, the host debt component for $1,571, and the embedded derivatives for $3,102. In accordance with IFRS 9, the equity conversion option embedded in the convertible debenture was determined to be a derivative liability, which has been recognized separately at its fair value of $3,102. Subsequent changes in fair value of the equity conversion option will be recognized through profit and loss (i.e. FVTPL). The equity conversion option was classified as a derivative liability as it can be settled through the issuance of a variable number of shares, cash or a combination thereof, based on the trading price at the time of settlement. The fair value of the equity conversion option was determined using the a monte-carlo simulation and the following assumptions: stock price: $0.16; expected life of 1 year; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.25; and risk-free interest rate of 1.65%. Management elected to capitalize transaction costs, which are directly attributable to the issuance of the loan agreement. As of April 30, 2020, the conversion option had a fair value of $3,020 and the Company recognized a $227 unrealized loss on the derivative liability for the three months ended April 30, 2020 and $82 in unrealized gain for the six months ended April 30, 2020. The fair value of the equity conversion option was determined using the a monte-carlo simulation and the following assumptions: stock price: $0.14; expected life of 0.68 year; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.25; and risk-free interest rate of 1.65%.

 

18

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

10. Convertible Debentures (continued)

 

As at   April 30,
2020
    October 31,
2019
 
    $     $  
Convertible debentures, beginning of year     19,664       -  
Cash advances from debt     9,115       22,890  
Debt issuance to settle liabilities     2,700       -  
Debt issuance costs paid in cash     (260 )     (471 )
Debt issuance costs paid in equity instruments     -       (93 )
Transfer of warrants component to equity     (979 )     (1,690 )
Transfer of conversion component to equity     (241 )     (2,422 )
Transfer of conversion component to derivative liability     (3,346 )     -  
Repayment of debt     (1,867 )     -  
Accretion on convertible debentures     2,157       1,450  
Total     26,943       19,664  
Less current portion     (18,529 )     -  
Long-term     8,414       19,664  

 

11. Finance and other costs

 

Finance and other costs are comprised of the following:

 

    Three months ended April 30     Six months ended April 30  
    2020     2019     2020     2019  
    $     $     $     $  
Accretion expense - convertible debenture     1,312       97       2,157       97  
Accretion expense - notes payable     35       -       56       -  
Interest on convertible debenture     843       134       1,405       134  
Interest on notes payable     82       -       164       -  
Accretion of lease liability     359       -       664       -  
Transaction costs     149       -       171       142  
Acquisition costs     24       -       624       -  
Total     2,804       231       5,241       373  

 

12. Deferred liability

 

On February 14, 2020, the Company entered into an asset sale agreement with Halo Labs Inc. (“Halo”), under which High Tide will sell its KushBar retail cannabis assets and the rights to 5 permitted retail cannabis stores (the “Portfolio”) to Halo for $12,000, payable in the form of 46,153,846 common shares of Halo at deemed price of $0.26 per share, of which $3,500 has been paid to the Company as a non-refundable deposit, which have been recorded as deferred liability, as the transaction is subject to regulatory approval. During the three months ended April 30, 2020, the Company sold 10,168,500 common shares of Halo for $1,458 and recognized $1,186 loss on sale of these common shares. The remaining 3,293,038 shares were valued at April 30, 2020 at $379 which resulted in a unrealized loss of $477.

 

19

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

13. Notes payable

 

On May 23, 2019, the Company acquired all of the issued and outstanding shares of Dreamweavers for aggregate consideration of $3,094 which included 3,100,000 common shares with a fair value of $1,147, 1,550,000 purchase warrants exercisable at $0.75 per common share of High Tide and notes payables of $300 repayable over five years with zero interest rate due at each anniversary date. Notes payable was valued at $102 by discounting it over five years at market interest rate of 22%. During, the three-month ended April 30, 2020, the Company incurred accretion of $9.

 

On June 26, 2019, the Company purchased a building in Niagara, Ontario, for the purpose of opening a Canna Cabana retail location. The consideration for the building consisted of $754 in cash, out of which $54 was legal fees, a $1,600 vendor take back loan, and $300 paid in shares. The loan has a twelve-month term and bears an interest rate of 5.5% per annum payable monthly with a maturity date of June 30th, 2020.

 

On September 4, 2019, the Company entered into a $2,000 term loan agreement with a private lender. The loan had a twelve-month term and carried an interest rate of 12% per annum payable monthly. In connection with the advance of the loan, the Company issued 1,600,000 warrants to the lender. Each warrant is redeemable for one common share in the capital of the Company at a price of $0.85 per Common Share for a period of two years from the date of the loan agreement. Management calculated the fair value of the liability component as $1,895 using a discount rate of 22%, with the residual amount of $105 being allocated to warrants, recorded in equity. During, the three-month ended April 30, 2020, the Company incurred accretion of $12. The loan was personally guaranteed by the CEO.

 

On February 21, 2020, the Company completed the acquisition of 102088460 Saskatchewan Ltd. (“102088460”) which operated a licensed retail cannabis store in Tisdale, Saskatchewan. As consideration for the acquisition, the Company paid to the vendor $200 in cash, $500 in the form of a promissory note due six months from the time of closing of the transaction and issued to the vendor 5,000,000 common shares in the capital of the Company. In connection with the transaction, the Company acquired all the issued and outstanding shares of 102088460. The note payable has been recorded at its fair value of $470 by discounting it over six months at a market interest rate of 22%. During the three-months ended April 30, 2020, the Company incurred accretion of $14.

 

The Company obtained a government loan under the Canada Emergency Response Benefit, part of Canada’s COVID-19 economic response plan. The loan bears no interest and has a maturity date of December 31, 2022.

 

As at   April 30,
2020
    October 31,
2019
 
          $  
Vendor loan     1,600       1,600  
Term loan     1,935       1,910  
Acquisition - Dreamweavers - notes payable     140       122  
Acquisition - 102088460 – promissory note     484       -  
Government loan     200       -  
Total     4,359       3,632  
Less current portion     (4,079 )     (3,570 )
Long-term     280       62  

 

14. Derivative Liability

 

The put option issued on the Grasscity acquistion on December 19, 2018 was initially measured at $2,853 using a monte-carlo simulation and the following assumptions: stock price: $0.3623; expected life of 1 year; $nil dividends; expected volatility of 126% based on comparable companies; exercise price of $0.50; and risk-free interest rate of 1.65%. On October 31, 2019, the Company revalued the fair value of the derivative liability and recognized an unrealized gain of $732 in the consolidated statements of loss and other comprehensive loss. The derivative liability was revalued to $2,121 using monte-carlo simulation and the following assumptions: stock price: $0.25; expected life of 1 year; $nil dividends; expected volatility of 92% based on comparable companies; exercise price of $0.50; and risk-free interest rate of 1.65%. On Decemeber 14, 2019, the Company settled the derivative liability of $2,121 by issuance of $2,000 convertibile debt and recgonized a gain of $121 as revaluation of derivative liability.

 

20

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

15. Share Capital

 

(a) Issued:

 

Common shares:

 

    Number of shares     Amount  
    #     $  
Balance, October 31, 2018     151,749,914       35,695  
Issued upon listing of securities     36,728,474       13,051  
Issued upon closing of Grasscity acquisition     8,410,470       3,047  
Issued to pay fees in shares     4,042,203       1,607  
Issued to pay interest via shares     2,608,236       1,156  
Reduction in share capital     -       (29,699 )
Issued upon closing of Dreamweavers acquisition     3,100,000       1,147  
Share-based compensation     200,000       71  
Exercise - broker warrants     7,590       3  
Issued upon closing of Jasper Ave. acquisition     559,742       205  
Balance, October 31, 2019     207,406,629       26,283  
Issued to pay fees in shares (i)     3,852,319       860  
Issued to pay interest via shares (Note 7)     4,910,668       848  
Acquisition - KushBar (Note 3)     2,645,503       500  
Acquisition - Hamilton (Note 3)     4,761,905       1,100  
Acquisition - Sudbury (Note 3)     5,319,149       1,218  
Acquisition - Tisdale (Note 3)     5,000,000       975  
Asset acquisition - Canmore (Note 6)     612,764       104  
Balance, April 30, 2020     234,508,937       31,888  

 

(i) During the six months ended April 30, 2020, the Company settled payables of $860 through issuance of 3,852,319 common shares of the Company.

 

16. Stock Option Plan

 

The Company’s stock option plan limits the number of common shares reserved under the plan from exceeding a “rolling maximum” of ten (10%) percent of the Company’s issued and outstanding common shares from time to time. The stock options vest at the discretion of the Board of Directors, upon grant to directors, officers, employees and consultants of the Company and its subsidiaries. All options that are outstanding will expire upon maturity, or earlier, if the optionee ceases to be a director, officer, employee or consultant or there is a merger, amalgamation or change in control of the Company. Generally, one-fourth vesting immediately, one-fourth twelve months after the option grant date, one-fourth eighteen months after the option grant date and one-fourth twenty-four months after the option grant date. The maximum exercise period of an option shall not exceed 10 years from the grant date. Changes in the number of stock options, with their weighted average exercise prices, are summarized below:

 

    April 30, 2020     October 31, 2019  
    Number of
options
    Weighted
Average
Exercise
Price ($)
    Number of
options
    Weighted
Average
Exercise
Price ($)
 
Balance, beginning of year     10,610,000       0.50       -       -  
Granted     200,000       0.50       12,410,000       0.50  
Forfeited     (750,000 )     0.50       (1,800,000 )     0.50  
Balance, end of period     10,060,000       0.50       10,610,000       0.50  
Exercisable, end of period     6,706,250       0.50       5,966,875       0.50  

 

For the six months ended April 30, 2020, the Company recorded share-based compensation of $98 (2019 -$1,822) related to stock options.

 

21

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

17. Warrants

 

    Number of
warrants
    Amount    

Weighted
average

exercise
price

    Weighted
average
number of
years to
expiry
    Expiry
dates
 
    #     $     $              
Balance, October 31, 2018     4,252,620       906       0.3773       0.21          
Special warrants converted into units November 27, 2018     18,364,236       3,853       0.7500       0.27       November 26, 2020  
Issued to brokers for financing     504,733       93       0.7500       0.01       December 10, 2020  
Issued warrants on Convertibile debt April 18, 2019     11,146,667       885       0.8500       0.25       April 17, 2021  
Issued warrants for acquisition - Dreamweavers     1,550,000       295       0.7500       0.04       May 22, 2021  
Issued warrants on convertibile debt June 17, 2019     4,266,667       340       0.8500       0.11       June 16, 2021  
Issued warrants for services     2,000,000       132       0.5000       0.04       March 21, 2021  
Issued warrants on debt September 04, 2019     1,600,000       105       0.8500       0.05       September 3, 2021  
Warrants exercised     (7,590 )     -       -       -       -  
Balance, October 31, 2019     43,677,333       6,609       0.6083       0.98          
Issued warrants for services (i)     300,000       63       0.3800       0.00       September 3, 2021  
Issued warrants for services (ii)     3,500,000       390       0.3000       0.04       November 12, 2021  
Issued warrants for services (iii)     1,000,000       111       0.3000       0.01       November 12, 2021  
Issued warrants on Convertibile debt November 14, 2019 (Note 10)     7,936,507       213       0.5000       0.09       November 14, 2021  
Issued warrants on Convertibile debt December 4, 2019 (Note 10)     8,392,857       226       0.5000       0.10       December 4, 2021  
Issued warrants on Convertibile debt December 14, 2019 (Note 10)     7,936,508       213       0.5000       0.09       December 12, 2021  
Issued warrants on Convertibile debt January 06, 2020 (Note 10)     58,823,529       327       0.2550       0.73       January 6, 2022  
Issued warrants for acquisition - Saturninus Partners (Note 3)     3,750,000       316       0.4000       0.05       January 26, 2022  
Balance, April 30, 2020     135,316,734       8,468       0.4188       2.09          

 

i) The Company issued 300,000 warrants for business development consultancy. Each warrant will allow the holder to acquire one common share at $0.38. The warrants were valued at $63 using the Black-Scholes model as, the fair value of the services provided cannot be measured reliably and the following assumptions were used: stock price of $0.37; expected life of two years; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.38; and a risk-free interest rate of 1.6%.

 

ii) The Company issued 3,500,000 warrants for business development consultancy. Each warrant will allow the holder to acquire one common share at $0.30. The warrants were valued at $390 using the Black-Scholes model as, the fair value of the services provided cannot be measured reliably and the following assumptions were used: stock price of $0.22; expected life of two years; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.30; and a risk-free interest rate of 1.6%.

 

iii) The Company issued 1,000,000 warrants for business development consultancy. Each warrant will allow the holder to acquire one common share at $0.30. The warrants were valued at $111 using the Black-Scholes model as, the fair value of the services provided cannot be measured reliably and the following assumptions were used: stock price of $0.22; expected life of two years; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.30; and a risk-free interest rate of 1.6%.

 

As at April 30, 2020, 135,316,734 warrants were exercisable.

 

22

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

18. Loss Per Share

 

    Three months ended
April 30
    Six months ended
April 30
 
    2020     2019     2020     2019  
    $     $     $     $  
Net Loss for the period     (5,046 )     (3,319 )     (8,898 )     (7,140 )
Non-controlling interest     -       33       8       75  
(Net Loss) for the period attributable to owners of the Company     (5,046 )     (3,286 )     (8,890 )     (7,065 )
    #     #     #     #  
Weighted average number of common shares - basic and diluted     219,221,313       199,452,996       213,832,523       199,452,996  
Basic (loss) per share     (0.02 )     (0.02 )     (0.04 )     (0.04 )
Dilutive (loss) per share(i)     (0.02 )     (0.02 )     (0.04 )     (0.04 )

 

(i) The Company did not have any options, warrants or other potential dilutive common share instruments outstanding during the period ended April 30, 2020.

 

19. Financial Instruments and Risk Management

 

The Company’s activities expose it to a variety of financial risks. The Company is exposed to credit, liquidity, and market risk due to holding certain financial instruments. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance.

 

Risk management is carried out by senior management in conjunction with the Board of Directors.

 

A full analysis is provided in Note 22 of the audited consolidated financial statements of the company for the year ended October 31, 2019 with significant updates as follows:

 

Credit risk

 

Credit risk arises when a party to a financial instrument will cause a financial loss for the counter party by failing to fulfill its obligation. Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents, trade receivable, marketable securities and loans receivable. The credit risk relating to cash and cash equivalents balance is limited because the counterparties are large commercial banks. The amount reported for trade receivable in the statement of financial position is net of expected credit loss and the net carrying value represents the Company’s maximum exposure to credit risk. Trade receivable credit exposure is minimized by entering into transactions with creditworthy counterparties and monitoring the age and balances outstanding on an ongoing basis. Sales to retail customers are required to be settled in cash or using major credit cards, mitigating credit risk.

 

23

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

19. Financial Instruments and Risk Management (continued)

 

The following table sets forth details of the aging profile of trade accounts receivable and the allowance for expected credit loss:

 

As at   April 30,
2020
    October 31,
2019
 
    $     $  
Current (for less than 30 days)     843       650  
31 – 60 days     41       99  
61 – 90 days     181       80  
Greater than 90 days     507       1,876  
Less allowance     (313 )     (1,639 )
      1,259       1,066  

 

During the six month period ended April 30, 2020, $1,326 in trade receivables were written off against the loss allowance due to bad debts (year ended October 31, 2019 – $100). Individual receivables which are known to be uncollectible are written off by reducing the carrying amount directly. The remaining accounts receivable are assessed collectively to determine whether there is objective evidence that an impairment has been incurred but not yet been identified.

 

The Company performs a regular assessment of collectability of accounts receivables. In determining the expected credit loss amount, the Company considers the customer’s financial position, payment history and economic conditions. For the period ended April 30, 2020, management reviewed the estimates and have not created any additional loss allowances on trade receivable.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company generally relies on funds generated from operations, equity and debt financings to provide sufficient liquidity to meet budgeted operating requirements and to supply capital to expand its operations. The Company continues to seek capital to meet current and future obligations as they come due. Maturities of the Company’s financial liabilities are as follows:

 

    Contractual
cash flows
    Less than
one year
    1-5
years
    Greater than
5 years
 
    $     $     $     $  
October 31, 2019                        
Accounts payable and accrued liabilities     4,408       4,408       -       -  
Notes payable     3,632       3,570       62       -  
Shareholder loans     701       701       -       -  
Convertible debentures     19,664       -       19,664       -  
Total     28,405       8,679       19,726       -  
April 30, 2020                                
Accounts payable and accrued liabilities     6,375       6,375       -       -  
Notes payable     4,359       4,079       280       -  
Convertible debentures     26,726       18,312       8,414       -  
Total     37,460       28,766       8,694       -  

 

Interest rate risk

 

The Company is not exposed to significant interest rate risk as its interest-bearing financial instruments carry a fixed rate of interest.

 

24

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

19. Financial Instruments and Risk Management (continued)

 

Foreign currency risk

 

Foreign currency risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company maintains cash balances and enters into transactions denominated in foreign currencies, which exposes the Company to fluctuating balances and cash flows due to variations in foreign exchange rates.

 

The Canadian dollar equivalent carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities as at April 30, 2020 was as follows:

 

(Canadian dollar equivalent amounts of US dollar and Euro balances)   April 30,
2020 (Euro)
    April 30,
2020 (USD)
    April 30,
2020 Total
    October 31,
2019
 
    $     $     $     $  
Cash     58       586       644       252  
Accounts receivable     8       190       198       421  
Accounts payable and accrued liabilities     (875 )     (601 )     (1,476 )     (998 )
Net monetary assets     (809 )     175       (634 )     (325 )

 

Assuming all other variables remain constant, a fluctuation of +/- 5.0 percent in the exchange rate between the United States dollar and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $9 (October 31, 2019 - $11). Maintaining constant variables, a fluctuation of +/- 5.0 percent in the exchange rate between the Euro and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $40 (October 31, 2019 - $17). To date, the Company has not entered into financial derivative contracts to manage exposure to fluctuations in foreign exchange rates.

 

25

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

20. Segmented Information

 

Segments are identified by management based on the allocation of resources, which is done on a basis of selling channel rather than by legal entity. As such, the Company has established two main segments, being retail and wholesale, with a Corporate segment which includes oversight and start up operations of new entities until such time as revenue generation commences. The reportable segments are managed separately because of the unique characteristics and requirements of each business.

 

    Retail     Retail     Wholesale     Wholesale     Corporate     Corporate     Total     Total  
For the three months ended April 30,   2020
($)
    2019
($)
    2020
($)
    2019
($)
    2020
($)
    2019
($)
    2020
($)
    2019
($)
 
Total Revenue     17,821       4,776       1,661       1,792       90       28       19,572       6,596  
Gross margin     6,726       1,597       572       726       90       28       7,388       2,351  
Income (loss) from operations     1,658       (1,520 )     (356 )     (227 )     (1,245 )     (2,604 )     57       (4,351 )
Net (loss) Income     1,025       (1,156 )     (361 )     (1,023 )     (5,710 )     (1,140 )     (5,046 )     (3,319 )
                                                                 
Total assets     48,504       32,350       5,456       4,819       19,195       3,574       73,155       40,743  
Total liabilities     22,351       4,521       1,399       672       41,430       26,143       65,180       31,336  
                                                 
    Canada     Canada     USA     USA     Europe     Europe     Total     Total  
For the three months ended April 30,   2020
($)
    2019
($)
    2020
($)
    2019
($)
    2020
($)
    2019
($)
    2020
($)
    2019
($)
 
Total Revenue     17,490       5,245       -       -       2,082       1,351       19,572       6,596  
Gross margin     6,192       1,690       -       -       1,196       661       7,388       2,351  
Income (loss) from operations     (43 )     (4,115 )     (204 )     -       304       (236 )     57       (4,351 )
Net (loss) Income     (5,179 )     (3,083 )     (225 )     -       358       (236 )     (5,046 )     (3,319 )
                                                                 
Total assets     68,770       33,894       1,217       -       3,168       6,849       73,155       40,743  
Total liabilities     63,162       30,830       799       -       1,219       506       65,180       31,336  
                                                 
    Retail     Retail     Wholesale     Wholesale     Corporate     Corporate     Total     Total  
For the six months ended April 30,   2020
($)
    2019
($)
    2020
($)
    2019
($)
    2020
($)
    2019
($)
    2020
($)
    2019
($)
 
Total Revenue     29,886       7,674       3,038       3,894       307       28       33,231       11,596  
Gross margin     10,816       2,639       1,043       1,474       306       27       12,165       4,140  
Income (loss) from operations     1,194       (2,807 )     (732 )     (416 )     (2,348 )     (5,989 )     (1,886 )     (9,212 )
Net (loss) Income     406       (2,197 )     (761 )     (1,180 )     (8,543 )     (3,763 )     (8,898 )     (7,140 )
                                                 
    Canada     Canada     USA     USA     Europe     Europe     Total     Total  
For the six months ended April 30,   2020
($)
    2019
($)
    2020
($)
    2019
($)
    2020
($)
    2019
($)
    2020
($)
    2019
($)
 
Total Revenue     29,731       9,601       -       -       3,500       1,995       33,231       11,596  
Gross margin     10,238       3,188       -       -       1,927       952       12,165       4,140  
Income (loss) from operations     (1,616 )     (8,850 )     (386 )     -       116       (362 )     (1,886 )     (9,212 )
Net (loss) Income     (8,633 )     (6,779 )     (429 )     -       164       (361 )     (8,898 )     (7,140 )

 

26

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

21. Related Party Transactions

 

As at April 30, 2020, the Company had the following transactions with related parties as defined in IAS 24 – Related Party Disclosures, except those pertaining to transactions with key management personnel in the ordinary course of their employment and/or directorship arrangements and transactions with the Company’s shareholders in the form of various financing.

 

Financing transactions

 

Included in the convertible debenture issued on December 12, 2018, was an investment by CannaIncome Fund Corporation for a total subscription amount of $250, whose CEO is a director of the Company.

 

Operational transactions

 

An office and warehouse unit, approximately 27,000 square feet, has been developed by Grover Properties Inc., a company that is related through a common controlling shareholder and the President & CEO of the company. The office and warehouse space were leased to High Tide to accommodate the Company’s operational expansion. The lease was established by an independent real estate valuations services company at prevailing market rates and has annual lease payments totalling $386 per annum. The primary lease term is 5 years with two additional 5-year term extensions exercisable at the option of the Company. To facilitate the mortgage for the development of this unit, a loan guarantee of up to $1,500 has been provided by Smoker’s Corner Ltd., a subsidary of High Tide Inc.

 

A director of the Company was engaged to provide legal services to the Company. During the six months ended April 30, 2020, the Company’s expenses included $67 (2019 - $92) related to these services.

 

22. Right of Use Assets and Lease Obligations

 

The Company entered into various lease agreements predominantly to execute its retail platform strategy. The Company leases properties such as various retail stores and offices. Lease contracts are typically made for fixed periods of 5 to 10 years but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.

 

Right of use assets   $  
Balance at November 1, 2019     19,638  
Net additions     308  
Depreciation expense for the period     (1,665 )
Balance at April 30, 2020     18,281  

 

Lease Liabilities   $  
Balance at November 1, 2019     19,543  
Net additions     478  
Cash outflows in the period     (2,139 )
Accretion (Interest) expense for the period ended     664  
Balance at April 30, 2020     18,546  
Current     (4,578 )
Non-current     13,968  

 

The following is a summary of the contractual undiscounted cash outflows for lease obligations as of April 30, 2020:

 

    $  
Less than one year     4,353  
Between one and five years     13,972  
Greater than five years     3,088  
      21,413  

 

27

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

23. Contingent liability

 

An action with the Court of Queen’s Bench (Alberta) (the “QB Claim”) and a complaint with the Human Rights Tribunal (Alberta) (the “HR Complaint”) was filed by a former employee. The amount claimed by the former employee is approximately $200 plus interest and other costs. The Company has calculated a provision based on the amount claimed and the probability of the QB Claim being successful.

 

24. Non-controlling interest

 

On December 10, 2019, the Company entered into a definitive share purchase agreement with 2651576 Ontario Inc. (the “Minority Shareholder”), a private Ontario company, to acquire the remaining 49.9% interest (the “Minority Interest”) in High Tide’s majority-owned subsidiary, KushBar Inc. (“KushBar”). Pursuant to the definitive agreement, High Tide, which held a controlling interest of 50.1% in KushBar, acquired the Minority Interest in a transaction (the “Transaction”) that resulted in KushBar becoming a wholly owned subsidiary of High Tide. The net change in the non-controlling interests for the six months ended April 30, 2020, were as follows:

 

    $  
As at October 31, 2019     (179 )
Net Income     (8 )
Purchase of non-controlling interest     187  
As at April 30, 2020     -  

 

25. Subsequent events

 

On June 15, 2020, the Company issued an aggregate of 1,871,343 common shares of High Tide (“Interest Shares”) to certain holders of unsecured convertible debentures of the Company, in satisfaction of the annual amount of interest due to the holders.

 

 

28

 

EXHIBIT 99.40

 

 

 

 

 

 

 

 

 

Management’s Discussion & Analysis

 

For the three and six months ended April 30, 2020 and 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the three and six months ended April 30, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

This Management’s Discussion and Analysis (“MD&A”) of High Tide Inc. (“High Tide” or the “Company”) for the three and six months ended April 30, 2020 and 2019 is dated June 16, 2020. This MD&A should be read in conjunction with the audited Consolidated Financial Statements of the Company for the year ended October 31, 2019 (hereafter the “Financial Statements”) and with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”).

 

In this document, the terms “we”, “us” and “our” refer to High Tide. This document also refers to the Company’s three reportable operating segments: (i) the “Retail” Segment represented by brands, including Canna Cabana, KushBar, Grasscity, and CBDcity (ii) the “Wholesale” Segment represented by RGR Canada (“RGR”), Valiant Distribution (“VAL”) and Famous Brandz (“Famous Brandz”), and (iii) the “Corporate” Segment.

 

High Tide is a retail focused cannabis corporation enhanced by the manufacturing and distribution of smoking accessories and cannabis lifestyle products. The Company’s shares are listed on the Canadian Securities Exchange (“CSE”) under the symbol “HITI”, the Frankfurt Stock Exchange (“FSE”) under the securities identification code ‘WKN: A2PBPS’ and the symbol “2LY”, and on the OTCQB Market (“OTCQB”) under the symbol “HITIF”. The address of the Company’s corporate and registered office is # 120 – 4954 Richard Road SW, Calgary, Alberta T3E 6L1, while the address of the Company’s headquarters is #112, 11127 15 Street NE, Calgary, Alberta, T3K 2M4.

 

Additional information about the Company, including the October 31, 2019 audited Consolidated Financial Statements, news releases and the Company’s long-form prospectus can be accessed at www.sedar.com and at www.hightideinc.com.

 

Forward-Looking Information and Statements

 

Certain statements contained within this MD&A, and in certain documents incorporated by reference into this document, constitute forward-looking statements. These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “budget”, “plan”, “continue”, “estimate”, “expect”, “forecast”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements.

 

In particular, this MD&A contains forward-looking statements pertaining, without limitation, to the following: changes in general and administrative expenses; future business operations and activities and the timing thereof; the future tax liability of the Company; the estimated future contractual obligations of the Company; the future liquidity and financial capacity of the Company; and its ability to fund its working capital requirements and forecasted capital expenditures.

 

We believe the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in, or incorporated by reference into, this MD&A should not be unduly relied upon.

 

These forward-looking statements speak only as of the date of this MD&A or as of the date specified in the documents incorporated by reference into this MD&A. The actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this MD&A: counterparty credit risk; access to capital; limitations on insurance; changes in environmental or legislation applicable to our operations, and our ability to comply with current and future environmental and other laws; changes in income tax laws or changes in tax laws and incentive programs relating to the cannabis industry; and the other factors discussed under “Financial Instruments and Risk Management” in this MD&A.

 

Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking statements contained in this MD&A and the documents incorporated by reference herein are expressly qualified by this cautionary statement. The forward-looking statements contained in this document speak only as of the date of this document and the Company does not assume any obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable securities laws.

 

2

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the three and six months ended April 30, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Changes in Accounting Policies and Critical Accounting Estimates

 

The significant accounting policies applied in preparation of the unaudited Condensed Interim Consolidated Financial Statements for the three and six months ended April 30, 2020 are consistent with those applied and disclosed in Note 2 of the Company’s 2019 Audited Consolidated Financial Statements. On November 1, 2019, the Company adopted IFRS 16 – Leases. The new standard has significant changes to the lessee accounting by removing the distinction between operating and finance leases and requires lessees to recognize a lease liability reflecting its obligation for future lease payments and a right-of-use asset representing its right to use the underlying asset. The impact of the adoption of IFRS 16 is disclosed in Note 2 and Note 18 of the Condensed Interim Consolidated Financial Statements for the three and six months ended April 30, 2020. Critical accounting estimates remain the same as disclosed in the Audited Consolidated Financial Statements for the year ended October 31, 2019.

 

On November 1, 2019, the Company adopted the new accounting standard, IFRS 16, Leases (“IFRS 16”) using the modified retrospective approach and has not restated comparatives for the 2019 reporting period, as permitted under the specific transitional provisions in the standard.

 

Non-IFRS Financial Measures

 

Throughout this MD&A, references are made to non-IFRS financial measures, including earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA. These measures do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. Non-IFRS measures provide investors with a supplemental measure of the Company’s operating performance and therefore highlight trends in Company’s core business that may not otherwise be apparent when relying solely on IFRS measures. Management uses non-IFRS measures in measuring the financial performance of the Company.

 

Corporate Overview

 

Nature of Operations

 

The Company’s vision is to offer a full range of best-in-class products and services to cannabis consumers, while growing organically and through acquisitions, to become the world’s premier retail-focused and vertically-integrated enterprise.

 

The Company’s retail operations are focused on business-to-consumer markets. The operations of Canna Cabana (which is one of Canada’s largest cannabis retail networks) and KushBar are focused both on the retail sale of recreational cannabis products for adult use as well as smoking accessories. Grasscity has been operating as a major e-commerce retailer of smoking accessories and cannabis lifestyle products for over 20 years. It has significant brand equity in the United States and around the world, while providing an established online sales channel for High Tide to sell its proprietary products.

 

The wholesale operations of RGR are primarily focused on the manufacturing and distribution of smoking accessories and cannabis lifestyle products. RGR designs and distributes a proprietary suite of branded smoking accessories including overseeing their contract manufacturing by third parties. RGR also distributes a minority of products that are manufactured by third parties. RGR does not sell its products directly to consumers but operates an e-commerce platform for wholesale customers. Like RGR, the wholesale operations of Famous Brandz are primarily focused on the manufacturing and distribution of smoking accessories and cannabis lifestyle products. Famous Brandz differentiates itself from RGR by focusing on acquiring celebrity licences, designing, and distributing branded products. Famous Brandz has developed an extensive network of wholesale clients across Canada, the United States and Europe.

 

3

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the three and six months ended April 30, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Established Consumer Brands:

 

 

Competitive Landscape

 

As of the date of this MD&A, the Company operates 33 corporately owned retail cannabis locations represented by 30 Canna Cabana locations and 3 KushBar locations. Further, the Company has a 50% interest in a partnership that operates a retail Canna Cabana branded location in Sudbury, Ontario. The Company is also represented by one branded location in Toronto, Ontario, as well as one franchise in Calgary. In total, the Company currently has a total of 36 branded retail cannabis stores operating across Canada.

 

Canna Cabana provides a unique customer experience focused on retention and loyalty through its Cabana Club membership platform. Members of Cabana Club receive SMS & email communications highlighting new and upcoming product arrivals, member-only events, and special offers. As of the date of this MD&A, approximately 47,000 members have joined Cabana Club, with the majority subscribing in-store, while completing purchase transactions. As a result, the database communicates with highly relevant consumers who are segmented at the local level by delivering regular content that is specific to their local Canna Cabana location. Canna Cabana and KushBar operate among many competitors, both consolidated chains and independent operators. Notable competitors include Fire & Flower, Meta Growth, Nova Cannabis, Spiritleaf and Tokyo Smoke, as well as numerous independent retailers.

 

The Company anticipates significant additional growth in revenue due to the recent legalization of cannabis edibles and concentrate products. Limited initial releases of vape and edible products by Canadian Licensed Producers (“LPs”) have been well received by current retail customers, while also attracting many new customers who were previously purchasing from legacy and illicit market vendors. As new products within the highly popular concentrates category become available, the Company expects to gain even more share of the Canadian cannabis consumer market.

 

Most of the Company’s competitors applicable to its Wholesale Segment operate primarily as product distributors, while RGR and Famous Brandz both design, source, import and distribute their products. This creates advantages through vertical integration, enabling RGR and Famous Brandz to bring unique product designs to market, and offer wholesale customers favourable terms and flexible pricing.

 

In the future, the Company expects its Retail Segment to experience increased competition from the recreational cannabis industry as a greater number of third-party stores are established across Canada to offer both cannabis products and smoking accessories. However, the Company believes that its product knowledge, operational expertise, and margin maximization achieved through its vertically-integrated Wholesale Segment will enable it to operate profitably over the long term. In addition, the Company expects opportunities to arise from the legalization of recreational cannabis for its Wholesale Segment to acquire new clients by supplying third-party retailers with smoking accessories on a wholesale basis, thereby offsetting some of the risks associated with the increased competition expected to affect the Retail Segment.

 

4

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the three and six months ended April 30, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

While the Company is presently focused on its existing markets in the Provinces of Alberta, Saskatchewan and Ontario, the Company is waiting for final approval from the British Columbia Liquor Distribution Branch (“BC LDB”) to establish up to the maximum number of eight Canna Cabana locations per operator in the Province of British Columbia. The Company is currently evaluating entering other provinces and territories including Manitoba, North West Territories, and Yukon, as regulations permit and anticipates being able to grow both organically as well as through acquisitions in the future.

 

Select Financial Highlights and Operating Performance

 

    Three months ended
April 30
          Six months ended
April 30
       
    2020     2019     % Change     2020     2019     % Change  
    $     $           $     $        
Revenue     19,572       6,596       197 %     33,231       11,596       187 %
Gross Profit     7,388       2,351       214 %     12,165       4,140       194 %
Gross Profit Margin     38 %     36 %     2 %     37 %     36 %     1 %
Total Operating Expenses     (7,331 )     (6,702 )     9 %     (14,051 )     (13,352 )     5 %
Adjusted EBITDA(a)     1,935       (3,486 )     156 %     1,385       (6,823 )     120 %
Income (loss) from Operations     57       (4,351 )     101 %     (1,886 )     (9,212 )     (80 %)
Net Loss     (5,046 )     (3,319 )     52 %     (8,898 )     (7,140 )     25 %
Loss Per Share (Basic)     (0.02 )     (0.02 )             (0.04 )     (0.04 )        
Loss Per Share (Diluted)     (0.02 )     (0.02 )             (0.04 )     (0.04 )        

 

(a) Adjusted EBITDA is a non-IFRS financial measure. A reconciliation of the Adjusted EBITDA to Net Loss in found under “EBITDA and Adjusted EBITDA” in this MD&A.

 

Revenue increased by 197% to $19,572 in the second quarter of 2020 (2019: $6,596) and gross profit increased by 214% to $7,388 in the second quarter of 2020 (2019: $2,351). Income (loss) from operations increased to $57 in the second quarter of 2020 (2019: loss from operations was $4,351).

 

The key factors affecting the results for the three-month period ended April 30, 2020 were:

 

Merchandise Sales – Merchandise sales increased by $12,451 or 198% for the three-month period ended April 30, 2020 as compared to same period in 2019. Growth in merchandise sales was largely driven by acquired businesses, the organic increase in the number of Canna Cabana stores across Canada, and a shift in consumer spending towards e-commerce which resulted in a significant increase in sales on Grasscity.com.

     

Operating Expenses – The increase was primarily driven by the Company’s planned increase in personnel and operating costs to support the establishment of retail store network across Canada.

 

Revenue

 

Revenue increased by 197% or $12,976 to $19,572 in the second quarter of 2020 (2019: $6,596) and by 187% or $21,635 to $33,231 in the six-month period ended April 30, 2020 (2019: $11,596).

 

The increase in revenue was driven primarily by the Company’s Retail Segment via the operations of Canna Cabana, KushBar and Grasscity.

 

Sales growth led to an increase in revenue of $12,976 between all segments. During the three-month period ended April 30, 2020, Canna Cabana locations processed over 405,950 transactions and fortified the Company’s loyal customer base by growing its Cabana Club, thereby strongly connecting new shoppers to the Company’s consumer-focused retail experience.

 

The Company’s industry leading Cabana Club program delivers information to existing customers. Cabana Club members receive SMS & email communications highlighting new and upcoming product arrivals, member-only events, and special offers that connect them to their local Canna Cabana store. The program focuses on building long-term purchase habits and a strong relationship with customers. The Company is pleased that over 55% of its daily business is conducted with regular Cabana Club members.

 

5

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the three and six months ended April 30, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

  

The Company launched its proprietary data analytics service named CabanalyticsTM and started generating recurring subscription-based revenue. The Company continues to realize significant increases in its data analytics service through a growing subscriber base.

 

Gross Profit

 

For the three-month period ended April 30, 2020, gross profit increased by $5,037 to $7,388 (2019: $2,351) and by $8,025 to $12,165 for the six-month period ended April 30, 2020 (2019: $4,140). The increase in gross profit was driven by an increase in sales volume and the optimization of cost of sales. The gross profit margin also increased to 38% in the three-month period ended April 30, 2020 (2019: 36%) and to 37% in the six-month period ended April 30, 2020 (2019: 36%).

 

Operating Expenses

 

Total operating expenses increased by $629 to $7,331 for the three-month period ended April 30, 2020 (2019: $6,702) and by $699 to $14,051 for the six-month period ended April 30, 2020 (2019: $13,352). Total operating expenses as a percentage of revenue was 37% for the three-month period ended April 30, 2020 (2019: 102%).

 

Operating expenses increased over the same period in 2019 due to Company’s efforts to take advantage of significant market opportunities created over the last 12 months in the recreational cannabis for adult use across Canada, which occurred on October 17, 2018. This increased effort resulted in the Company being represented by 36 branded stores across Canada as at the date of this MD&A in the Provinces of Alberta, Ontario, and Saskatchewan, while being ready to expand its operations into British Columbia in the near future.

 

The increase in operating expenses was largely attributed to salaries, wages, and benefits, which increased by $1,134 compared to the same period during the prior year. The increase in staffing was due to the planned need for additional personnel within both the Retail and Corporate Segments to facilitate growth and position the Company to take advantage of various market opportunities.

 

General and administrative expenses decreased by $559 for the three-month period ended April 30, 2020 compared to the same period in 2019 primarily because of the adoption of IFRS 16 and due to cost saving initiatives. Additionally, professional fees decreased by $602 during the three-month period ended April 30, 2020, compared to the same period during the prior year. As the Company integrates its acquired businesses and streamlines processes to fully realize expected synergies, the Company expects to see further reductions in its relative operating expenses.

 

Financing and Other Costs

 

Financing and other costs of $2,804 was recorded during the three-month period ended April 30, 2020, representing the expense associated with the interest expense related to convertible debentures, the accretion of lease liabilities, transaction costs related to securing a loan, as well as transaction costs related to the Company’s acquisitions.

 

6

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the three and six months ended April 30, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Segment Operations

 

For the three months ended April 30,   Retail
2020
($)
    Retail
2019
($)
    Wholesale
2020
($)
    Wholesale
2019
($)
    Corporate
2020
($)
    Corporate
2019
($)
    Total
2020
($)
    Total
2019
($)
 
Total Revenue     17,821       4,776       1,661       1,792       90       28       19,572       6,596  
Gross margin     6,726       1,597       572       726       90       28       7,388       2,351  
Income (loss) from operations     1,658       (1,520 )     (356 )     (227 )     (1,245 )     (2,604 )     57       (4,351 )
Net (loss) Income     1,025       (1,156 )     (361 )     (1,023 )     (5,710 )     (1,140 )     (5,046 )     (3,319 )
                                                                 
Total assets     48,504       32,350       5,456       4,819       19,195       3,574       73,155       40,743  
Total liabilities     22,351       4,521       1,399       672       41,430       26,143       65,180       31,336  

 

Retail Segment Performance

 

 

The Company’s Retail Segment demonstrated significant sales growth with an increase in revenue of $13,045 compared to same period last year. Revenue growth is primarily attributable to its acquired businesses, which resulted in an increased number of Canna Cabana locations and transactions on Grasscity.com as a result of shifting consumer habits.

 

Grasscity attracts approximately 5.8 million users to its online store each year and has had over 34 million unique users join its online forums since inception. High Tide continues to invest in Grasscity to refresh its online sales platform, increase its searchability and align its supply chain with RGR and Famous Brandz. Grasscity is a strong strategic fit with High Tide based on its strong brand and lengthy online presence, while also enabling the Company to leverage its vertical integration to improve order fulfillment, customer reach, product margins and its overall profitability.

 

Gross profit for the three-month period ended April 30, 2020 increased by $5,129 compared to same period last year and the gross profit margin rate increased to 38%. The increase in gross margin rate is due to product mix optimization in the Canna Cabana and KushBar locations and on Grasscity.com which earns a higher blended gross margin.

 

For the three-month period ended April 30, 2020, the Retail Segment recorded income from operations of $1,658 compared to a loss from operations of $1,520 in the same period last year.

 

7

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the three and six months ended April 30, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Wholesale Segment Performance

 

Revenues in the Company’s Wholesale Segment decreased by $131 to $1,661 in the three-month period ended April 30, 2020 (2019: $1,792).

 

Gross profit decreased by $154 to $572 in the three-month period ended April 30, 2020, compared to $726 for the same period last year.

 

The Wholesale Segment incurred a loss from operations of $356 compared to a loss from operations of $227 in the same period during the prior year.

 

Corporate Segment Performance

 

The Corporate Segment’s main function is to administer the other two Segments (Retail and Wholesale) and is responsible for the executive management and financing needs of the business. The Corporate Segment earned revenues of $90 in the three-month period ended April 30, 2020, compared to $28 revenue being earned in the same period during the prior year. The revenue was made up of royalty fees and other revenues.

 

Geographical Markets

 

 

8

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the three and six months ended April 30, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

The following presents information related to the Company’s geographical markets and product mix:

 

For the three months ended April 30, 2020   Retail     Wholesale     Corporate     Total  
    $     $     $     $  
Primary geographical markets                        
Canada     15,707       773       90       16,570  
USA     1,888       888       -       2,776  
International     226       -       -       226  
Total revenue     17,821       1,661       90       19,572  
Major products and services                                
Cannabis     14,371       -       -       14,371  
Smoking accessories     2,784       1,575       -       4,359  
Franchise royalties and fees     125       -       88       213  
Other revenue     541       86       2       629  
Total revenue     17,821       1,661       90       19,572  

 

Sales performance increased significantly on average, with Canna Cabana leading Canadian sales and Grasscity contributing to US and International sales. Revenues in the International market are comprised of sales made to all countries outside of North America.

 

Summary of Quarterly Results

 

(C$ in thousands,
except per share amounts)
  Q2
2020
    Q1
2020
    Q4
2019
    Q3
2019
    Q2
2019
    Q1
2019
    Q4
2018
    Q3
2018
 
Revenue     19,572       13,659       11,409       8,288       6,596       5,001       2,283       2,175  
Adjusted EBITDA (a)     1,935       (550 )     (6,004 )     (3,369 )     (3,486 )     (3,338 )     (2,749 )     (698 )
Income (Loss) from Operations     57       (1,943 )     (6,393 )     (4,038 )     (4,582 )     (4,861 )     (2,771 )     (707 )
Net Loss     (5,046 )     (3,852 )     (15,427 )     (3,724 )     (3,319 )     (3,822 )     (3,847 )     (615 )
Net Loss per Share (Basic)     (0.02 )     (0.02 )     (0.07 )     (0.02 )     (0.02 )     (0.02 )     (0.05 )     -  
Net Loss per Share (Diluted)     (0.02 )     (0.02 )     (0.07 )     (0.02 )     (0.02 )     (0.02 )     (0.05 )     -  

 

(a) Adjusted EBITDA is a non-IFRS financial measure. A reconciliation of the Adjusted EBITDA to Net Loss is found under “EBITDA and Adjusted EBITDA” in this MD&A.

 

Aside from the seasonal increase in consumer spending leading up to and slightly after the winter holiday period, which occurs in the first quarter of the Company’s fiscal year, seasonality is becoming a decreasing factor in the Company’s sales performance as the Retail Segment grows. Quarter-over-quarter revenues increased as the Company aggressively expanded Canna Cabana operations, optimized Grasscity and integrated acquired businesses such as 2680495 Ontario Inc. (Canna Cabana Hamilton, Ontario) and 102088460 Saskatchewan Ltd. (Canna Cabana Tisdale, Saskatchewan) into the Company.

 

Adjusted EBITDA increased by $5,421 in the second quarter of 2020 compared to the same period in the prior year due to higher revenues and improving operating expenses as a percentage of revenues.

 

9

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the three and six months ended April 30, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

 

EBITDA and Adjusted EBITDA

 

The Company defines EBITDA and Adjusted EBITDA as per the table below. It should be noted that these performance measures are not defined under IFRS and may not be comparable to similar measures used by other entities. The Company believes that these measures are useful financial metrics as they assist in determining the ability to generate cash from operations. Investors should be cautioned that EBITDA and Adjusted EBITDA should not be construed as an alternative to net earnings or cash flows as determined under IFRS. The reconciling items between net earnings, EBITDA, and Adjusted EBITDA are as follows:

 

    2020(1)   2019(2)     2018(3)  
    Q2     Q1     Q4     Q3     Q2     Q1     Q4     Q3  
Net Loss     (5,046 )     (3,852 )     (15,429 )     (3,724 )     (3,319 )     (3,821 )     (3,847 )     (615 )
Income taxes     95       (85 )     2,998       (1,310 )     (1,166 )     (1,230 )     (1,529 )     (9 )
Accretion and interest     2,631       1,815       1,676       1,040       231       106       -       -  
Depreciation and amortization     1,807       1,366       478       462       275       186       58       9  
EBITDA     (513 )     (756 )     (10,277 )     (3,532 )     (3,979 )     (4,759 )     (5,318 )     (615 )
Foreign exchange     (17 )     (4 )     49       (41 )     (39 )     75       190       (32 )
Transaction and acquisition costs     173       622       (36 )     -       -       142       491       -  
Revaluation of derivative liability     125       (439 )     (732 )     -       -       -       -       -  
Loss on extinguishment of debenture     186       -       -       -       -       -       -       -  
Impairment loss     247       -       4,820       -       -       -       -       -  
Share-based compensation     71       27       180       207       590       1,232       -       -  
Revaluation of marketable securities     477       -       -       -       -       -       -       -  
Loss on sale of marketable securities     1,186       -       -       -       -       -       22       (51 )
Gain on extinguishment of financial liability     -       -       (129 )     -       -       -       -       -  
Related party balances written off     -       -       34       -       -               1,419       -  
Gain on disposal of property and equipment     -       -       -       2       -       (3 )     -       -  
FV change in conversion feature     -       -       -       -       -       -       (28 )     -  
Discount on accounts receivable     -       -       87       (5 )     (58 )     (24 )     475       -  
Adjusted EBITDA     1,935       (550 )     (6,004 )     (3,369 )     (3,486 )     (3,337 )     (2,749 )     (698 )

 

(1) Cash outflow for the lease liabilities during the three-months ended April 30, 2020 were $1,170 and $969 for three months ended January 31, 2020.
(2) Financial information for 2019 has not been restated for the adoption of IFRS 16.
(3) Financial information for 2018 has not been restated for the adoption of IFRS 15 and IFRS 16.

 

10

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the three and six months ended April 30, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Financial Position, Liquidity and Capital Resources

 

Assets

 

As at April 30, 2020, the Company had cash and cash equivalents balance of $7,044 (2019: $806).

 

Working capital including cash and cash equivalents as at April 30, 2020 was a deficit of $ $20,946 (October 31, 2019: surplus $1,939). The change is mainly due to the maturity of convertible debt of $18,529 and related derivative liability of $3,470 being less than 12 months away as of April 30, 2020. During the first quarter of 2020, the Company secured a credit facility of up to $10,000 from Windsor Capital. During the second quarter of 2020, the Company agreed to sell the assets of KushBar and the rights to five permitted retail cannabis stores to Halo Labs for $12,000. These transactions and positive cash flow from operations provide the Company enough liquidity for working capital and to pursue its near-term expansion plan.

 

Total assets of the Company were $73,155 on April 30, 2020 compared to $40,743 on October 31, 2019. The increase in total assets is primarily due to an increase in intangible assets as a result of the acquisition of 2680495 Ontario Inc. (“2680495”), operating as Canna Cabana branded store in Hamilton, Ontario, the acquisition of 102088460 Saskatchewan Ltd. (“102088460”) which operates a licensed retail cannabis store in Tisdale, Saskatchewan, and a 50% interest in Saturninus Partners, operating as Canna Cabana branded store in Sudbury, Ontario. Assets also increased due to capital asset additions, inventory purchases, and prepaid lease deposits because of the expansion during the period. The increase in total assets is also due to the recognition of right-of-use assets amounting to $18,281because of the transition to IFRS 16 on November 1, 2019.

 

Liabilities

 

Total liabilities increased to $65,180 at April 30, 2020 compared to $31,336 on October 31, 2019 primarily due to increase in convertible debentures of $7,279 and increase in derivative liability of $1,349 arising from convertible debt. The proceeds from convertible debenture were used for expansion and working capital. As well, the increase in liabilities is also primarily due to the recognition of lease obligations amounting to $18,546 because of the transition to IFRS 16 on November 1, 2019.

 

Summary of Outstanding Share Data

 

The Company had the following securities issued and outstanding as at the date of this MD&A:

 

Securities(1)   Units 
Outstanding
 
Issued and outstanding common shares     236,380,280  
Warrants     135,316,734  
Stock options     9,510,000  
Convertible debentures     32,838  

 

(1) Refer to the Company’s Consolidated Financial Statements for a detailed description of these securities.

 

Cash Flows

 

During the six-month period ended April 30, 2020, the Company had an overall increase in cash and cash equivalents of $6,238 (2019: increase $1,097).

 

Total cash generated from operating activities was $3,134 for the six-month period ended April 30, 2020 (2019: $7,103 cash used in operating activities). The increase in operating cash outflows is primarily driven by cost optimization initiatives and due to the adoption of IFRS 16. Cash used in investing activities was $1,942 (2019: $10,971) because of cash paid for the acquisitions of 2680495 and 102088460, net of the sale of marketable securities. Cash from financing activities was $5,046 (2019: $19,171) because of issuing convertible debentures and drawing on the Windsor credit facility to facilitate business acquisitions, net of repayment of convertible debenture and lease payments.

 

11

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the three and six months ended April 30, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Liquidity

 

In addition to cash and cash equivalents and non-cash working capital discussed above, the Company secured a credit facility of up to $10,000 from Windsor Capital during the first quarter of 2020. During the second quarter of 2020, the Company agreed to sell the assets of KushBar and the rights to five permitted retail cannabis stores to Halo Labs for $12,000. These transactions provide the Company enough liquidity for working capital and to pursue its near-term expansion plan.

 

Capital Management

 

The Company’s objectives when managing capital resources are to:

 

I. Deploy capital to provide an appropriate return on investment to its shareholders;
II. Maintain financial flexibility to preserve the Company’s ability to meet financial obligations; and
III. Maintain a capital structure that provides financial flexibility to execute on strategic opportunities.

 

The Company’s strategy is formulated to maintain a flexible capital structure consistent with the objectives as stated above and to respond to changes in economic conditions and the risks inherent it its underlying assets. The Board of Directors does not establish quantitative return on capital criteria for management, but rather promotes year-over-year sustainable profitable growth. The Company is not subject to any externally imposed capital requirements or covenants. The Company’s capital structure consists of equity and working capital. To maintain or alter the capital structure, the Company may adjust capital spending, take on new debt and issue share capital. The Company anticipates it will have adequate liquidity to fund future working capital, commitments, and forecasted capital expenditures through a combination of cash flow, cash-on-hand and financings as required.

 

Off Balance Sheet Transactions

 

The Company does not have any financial arrangements that are excluded from the Financial Statements as at April 30, 2020, nor are any such arrangements outstanding as of the date of this MD&A.

 

Transactions Between Related Parties

 

As at April 30, 2020, the Company had the following transactions with related parties as defined in IAS 24 – Related Party Disclosures, except those pertaining to transactions with key management personnel in the ordinary course of their employment and/or directorship arrangements and transactions with the Company’s shareholders in the form of various financing.

 

Financing transactions

 

Included in the convertible debenture issued on December 12, 2018, was an investment by CannaIncome Fund Corporation for a total subscription amount of $250, whose CEO is a director of the Company.

 

Operational transactions

 

An office and warehouse unit, approximately 27,000 square feet, has been developed by Grover Properties Inc., a company that is related through a common controlling shareholder and the President & CEO of the company. The office and warehouse space were leased to High Tide to accommodate the Company’s operational expansion. The lease was established by an independent real estate valuations services company at prevailing market rates and has annual lease payments totalling $386 per annum. The primary lease term is 5 years with two additional 5-year term extensions exercisable at the option of the Company. To facilitate the mortgage for the development of this unit, a loan guarantee of up to $1,500 has been provided by Smoker’s Corner Ltd., a subsidiary of High Tide Inc.

 

A director of the Company was engaged to provide legal services to the Company. During the six months ended April 30, 2020, the Company’s expenses included $67 (2019: $92) related to these services.

 

12

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the three and six months ended April 30, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Subsequent events

 

On June 15, 2020, the Company issued an aggregate of 1,871,343 common shares of High Tide (“Interest Shares”) to certain holders of unsecured convertible debentures of the Company, in satisfaction of the annual amount of interest due to the holders.

 

Financial Instruments

 

The Company’s activities expose it to a variety of financial risks. The Company is exposed to credit, liquidity and market risk because of holding certain financial instruments. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance. Risk management is carried out by senior management in conjunction with the Board of Directors.

 

Financial instruments that subject the Company to credit risk consist primarily of cash, accounts receivable, marketable securities and loans receivable. The credit risk relating to cash and cash equivalents balance is limited because the counterparties are large commercial banks. The amount reported for trade receivable in the statement of financial position is net of expected credit loss and the net carrying value represents the Company’s maximum exposure to credit risk. Trade receivable credit exposure is minimized by entering into transactions with creditworthy counterparties and monitoring the age and balances outstanding on an ongoing basis. Sales to retail customers are required to be settled in cash or using major credit cards, mitigating credit risk.

 

The Company performs a regular assessment of collectability of accounts receivables. In determining the expected credit loss amount, the Company considers the customer’s financial position, payment history and economic conditions

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company generally relies on funds generated from operations as well as debt and equity financings to provide sufficient liquidity to meet budgeted operating requirements and to supply capital to expand its operations.

 

Foreign currency risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company maintains cash balances and enters into transactions denominated in foreign currencies, which exposes the Company to fluctuating balances and cash flows due to variations in foreign exchange rates.

 

Outlook

 

High Tide remains focused on the fundamentals of profitable retail, while continuing to leverage cannabis and its related accessories through the Company’s manufacturing and e-commerce portfolio. High Tide’s diverse mix of consumer channels provides access to layered insights and context unavailable to competitors, providing the Company with an advantage in understanding the development of North American and global cannabis user preferences in real time.

 

The Company believes that the senior secured credit facility advanced by Windsor Capital, the proceeds from the sale of the common shares of Halo Labs, and achieving positive cash flow from operations has positioned the company to execute on its strategic growth objectives in 2020. The company is well positioned and funded to further its expansion in Ontario, Canada’s largest and most underserved market. This estimate is considered a financial outlook under applicable securities laws. The estimate and any other financial outlooks or future-oriented financial information included herein has been approved by management of High Tide as of the date hereof. Such financial outlooks or future-oriented financial information are provided for the purpose of presenting information about management’s current expectations and goals related to the future business of High Tide. Readers are cautioned that actual results may vary materially because of several risks, uncertainties, and other factors, many of which are beyond High Tide’s control. See “Cautionary Note Regarding Forward-Looking Statements”.

 

At present, High Tide has 33 Canna Cabana branded location including 24 Canna Cabana locations (including one franchise) in Alberta, two locations in Saskatchewan, six locations in Ontario, one Canna Cabana branded location in Ontario and three KushBar locations in Alberta. The Company also has 18 development permits on hand to continue expanding across Alberta. As previously announced, the three operating KushBar locations and five of the development permits have been conditionally sold to US-based Halo Labs. High Tide is currently developing seven retail sites in Alberta, with three currently under construction including a premium location in Banff. In due course, the Company will develop all permits, among others, to achieve the maximum allowable number of stores per operator in Alberta, which is currently capped at 42 by AGLC until December 31, 2020.

 

13

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the three and six months ended April 30, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Going forward, Ontario is the largest and most strategically important market for the Company. High Tide expects to open the remaining three Canna Cabana locations by September to reach the provincial maximum of 10 retail cannabis stores per operator. The Company is also in the final stages of clearing due diligence with BCLDB and intends to open the maximum of eight allowable stores per operator in British Columbia. High Tide is currently evaluating entering Manitoba, Yukon, and Northwest Territories to open cannabis retail stores.

 

Regarding the Company’s e-commerce business, High Tide continues to expand the Grasscity accessories portfolio and its US-based order fulfillment capabilities from the Las Vegas warehouse. High Tide also launched CBDcity.com in May of 2020 for customers in the US and EU.

 

Overall, management continues to review segment operations and streamline processes to reduce expenses via changes to staffing levels, lower general and administrative expenses and minimize incurring professional fees.

 

Risk Assessment

 

Management of High Tide defines risk as the evaluation of probability that an event might happen in the future that could negatively affect the financial condition, results of operations and/or reputation of the Company. The following section describes specific and general risks that could affect the Company. The following descriptions of risk do not include all possible risks as there may be other risks of which management is currently unaware.

 

Changes in Laws and Regulations

 

The Cannabis Act became effective on October 17, 2018. The Company’s success is contingent, in part, upon compliance with regulatory requirements enacted by governmental authorities and obtaining all regulatory approvals for the operation of its business. Further, the Company cannot predict the time required to secure all appropriate regulatory approvals for its business. The impact of cannabis regulatory compliance regime could have an adverse effect on the Company’s business, results of operation and financial condition.

 

Failure to Manage Growth Successfully

 

The Company’s business has grown rapidly in the last year. The Company’s growth places a strain on managerial, financial, and human resources. The Company will need to provide adequate operational, financial and management controls and reporting procedures to manage the continued growth in the number of employees, scope of operations and financial systems as well as the geographic area of operations. Expanding the business into new geographic areas requires the Company to incur costs, which may be significant, before any associated revenues materialize. Future growth beyond the next 12 months will depend upon several factors, including but not limited to the Company’s ability to:

 

issue further equity and/or take on further debt to fund the completion of the Company’s expansion plans, including the build-out of new recreational cannabis stores and the expansion of its client base;

 

hire, train and manage additional employees to provide agreed upon services;

 

execute on and successfully integrate acquisitions; and

 

expand the Company’s internal management to maintain control over operations and provide support to other functional areas within High Tide.

 

High Tide’s inability to achieve any of these objectives could harm the Company’s business, financial condition, reputation, and operating results.

 

14

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the three and six months ended April 30, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Dependence on Key Personnel

 

The success of High Tide is largely dependent on the performance of its key employees and directors. Failure to retain key employees and directors and to attract and retain additional key employees with necessary skills could have a material adverse impact on the Company’s growth and profitability. The departure of any key personnel could have a material adverse effect on the Company’s business, results of operations and financial condition.

 

Competition

 

As more licenses are issued, the Company will experience increased competition from other organizations with more financial resources, market access and marketing experience than the Company. Increased competition may cause price reductions, reduced gross margins and loss of market share, any of which could have a material adverse effect on the Company’s business, results of operation and financial condition.

 

Failure to Secure Retail Locations

 

One of the factors in the growth of the Company’s Cannabis retail business depends on the Company’s ability to secure attractive locations on terms acceptable to the Company. The Company faces competition for retail locations from its competitors and from operators of other businesses. There is no assurance that future locations will produce the same results as past locations.

 

Cyber Risks

 

The Company and its third-party services provider’s information systems are vulnerable to an increasing threat of continually evolving cybersecurity risks. These risks may take the form of malware, computer viruses, cyber threats, extortion, employee error, malfeasance, system errors or other types of risks, and may occur from inside or outside of the respective organizations. The operations of the Company depend, in part, on how well networks, equipment, information technology systems and software are protected against damage from several threats. The failure of information systems or a component of information system could, depending on the nature of any such failure, could have a material adverse effect on the Company’s, business, its reputation, results of operations and financial condition.

 

Market Risk

 

The COVID-19 outbreak remains unknown and it has introduced uncertainty and volatility into global markets and economies. The Company is monitoring developments and is prepared for various impacts related to COVID-19. The Company has a comprehensive pandemic and business continuity plan that ensures its readiness to appropriately address and mitigate various business risks and potential impacts to customers and employees. The Company believes this could have a material adverse effect on the Company’s business, results of operations and financial condition.

 

 

15

 

EXHIBIT 99.41

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 

EXHIBIT 99.42

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Announces Opening of Canna Cabana Retail Cannabis Store in Niagara Falls

 

Calgary, AB, May 4, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (FRA:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, is pleased to announce that the Canna Cabana retail cannabis store located at 5731 Victoria Avenue in Niagara Falls, Ontario (the “Niagara Falls Store”) will be opening on Thursday, May 7, 2020 in compliance with the province’s permissible scope of operations. Located along the major tourist promenade of Clifton Hill, the Niagara Falls Store will begin by offering customers click-and-collect and curbside pick-up services for orders placed online at www.cannacabana.com, with the delivery of orders to surrounding areas commencing the following week. The City of Niagara Falls welcomes approximately 12 million visitors annually, with the famous intersection of Clifton Hill and Victoria Avenue being the centre of the commercial district.

 

The Niagara Falls Store received its Retail Store Authorization from the Alcohol and Gaming Commission of Ontario (“AGCO”) on April 1, 2020 and passed its pre-opening inspection on May 1, 2020. “It is a major achievement to be one of the first 20 applicants to open a new retail cannabis store in Ontario under the post-lottery system, despite the challenges of the COVID-19 pandemic, with over 450 applications received by the AGCO on March 2, 2020,” said Raj Grover, President and Chief Executive Officer of High Tide. “As our 32nd location across Canada and 4th in Ontario, the Niagara Falls Store is expected to become one of High Tide’s top performing stores based on its prime location in the busiest area serving Canada’s top tourist attraction every year,” added Mr. Grover. High Tide acquired the underlying real estate and building in which the Niagara Falls Store is situated in mid-2019.

 

Canna Cabana Niagara Falls (signage mock-up)

 

 

 

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis company enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including Canna Cabana Inc., KushBar Inc., Grasscity.com, Smoker’s Corner Ltd., RGR Canada Inc. and Famous Brandz Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 30 branded stores is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a second retail cannabis business with 2 operating stores in Alberta, offering a modern experience aimed at the Company’s growing customer base in Alberta. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. Representing the core of High Tide’s wholesale segment, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. business. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: raj@hightideinc.com; Web: www.hightideinc.com.

 

 

 

 

EXHIBIT 99.43

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Announces Opening of KushBar Retail Cannabis Store in Medicine Hat

 

Calgary, AB, May 8, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (FRA:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, is pleased to announce that the KushBar retail cannabis store located in Unit #117 at 3215 Dunmore Road SE in Medicine Hat, Alberta (the “Medicine Hat Store”) will be opening on Friday, May 8, 2020. The Medicine Hat Store is the third KushBar location to be opened by the Company in Alberta, following the locations in Morinville and Camrose that opened in late 2019 and have been operating strongly since inception.

 

Located along the Trans-Canada Highway, Medicine Hat is a key consumer market as the sixth largest city in Alberta. “As our 33rd retail cannabis location across Canada, the Medicine Hat Store is expected to perform well based on its great location with ample parking near other valued tenants in a major commercial area,” said Raj Grover, President and Chief Executive Officer of High Tide. “We continue to provide access to recreational cannabis to our customers, despite the challenges posed by the COVID-19 pandemic, and sustainably execute on our growth plans for shareholders,” added Mr. Grover. The Company is selectively developing strategic locations across Canada to expand and strengthen its retail business segment.

 

About High Tide Inc.

 

High Tide is an Alberta-based, retail-focused cannabis company enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including Canna Cabana Inc., KushBar Inc., Grasscity.com, Smoker’s Corner Ltd., RGR Canada Inc. and Famous Brandz Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

 

 

 

With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 30 branded stores is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a second retail cannabis business with 3 operating stores in Alberta, offering a modern experience aimed at the Company’s growing customer base in Alberta. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. Representing the core of High Tide’s wholesale segment, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. business. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: raj@hightideinc.com; Web: www.hightideinc.com.

 

 

 

 

EXHIBIT 99.44

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Announces Opening of New Canna Cabana Storefront in Prime Downtown Toronto Location

 

Calgary, AB, May 14, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (FRA:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of cannabis lifestyle accessories, is pleased to announce that the Canna Cabana retail cannabis store located at 433 Parliament Street in Toronto, Ontario (the “Parliament Store”) will be opening on Saturday, May 16, 2020 in compliance with the province’s permissible scope of operations. The Parliament Store marks the fifth branded Canna Cabana location in Ontario and the Company’s 34th retail cannabis store across Canada. Located in the historic Cabbagetown neighbourhood of central Toronto, the Parliament Store will begin by offering customers click-and-collect and curbside pick-up services for orders placed online at www.cannacabana.com.

 

The Parliament Store passed its pre-opening inspection on May 12, 2020, after being one of the first locations under the post-lottery system to receive an RSA (“Retail Store Authorization”) from the Alcohol and Gaming Commission of Ontario (“AGCO”) on April 2, 2020. The AGCO received over 450 applications on March 2, 2020 and Canna Cabana was able to secure two of the first five RSAs issued. “I am extremely pleased that, despite the challenges posed by the COVID-19 pandemic, our team has remained focused on executing our retail growth plans in Ontario ahead of the competition,” said Raj Grover, President and Chief Executive Officer of High Tide. “Building on the momentum of our existing Ontario retail network, customers and stakeholders can expect more Canna Cabana stores in key locations across the province in the near term,” added Mr. Grover.

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of cannabis lifestyle accessories. With portfolio subsidiaries including Canna Cabana Inc., KushBar Inc., Grasscity.com, CBDCity.com, RGR Canada Inc. and Famous Brandz Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

 

 

 

With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 31 branded stores is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a second retail cannabis business with 3 operating stores in Alberta, offering a modern experience aimed at the Company’s growing customer base in Alberta. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. Launched in May 2020, CBDCity.com is the world’s newest online store selling a wide variety of CBD-focused products to international consumers. Representing the core of High Tide’s wholesale segment, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. business. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: raj@hightideinc.com; Web: www.hightideinc.com.

 

 

 

 

EXHIBIT 99.45

 

 

May 21, 2020 Filed Via SEDAR

 

TO ALL APPLICABLE EXCHANGES AND COMMISSIONS:

 

Subject: HIGH TIDE INC.

Confirmation of Notice of Record and Meeting Dates

 

 

Dear Sirs:

 

We advise the following with respect to the upcoming Annual General & Special Meeting of Security Holders for the subject issuer:

 

1. CUSIP Number ISIN Number
  42981E104 CA42981E1043
     
2. Meeting Type: Annual General & Special
3. Record Date: June 15, 2020
4. Beneficial Ownership Date: June 15, 2020
5. Mail Date: June 30, 2020
6. Meeting Date: July 30, 2020
     
7. Classes or Series of Securities that entitle  
  the holder to receive Notice of the Meeting: COMMON
     
8. Classes or Series of Securities that entitle  
  the holder to vote at the meeting: COMMON
     
9. Business to be conducted at the meeting: General & Special
     
10. Notice-and-Access:  
  Registered Shareholders: Yes
  Beneficial Holders: Yes
  Stratification Level: Not Applicable
  E-Delivery Yes
     
11. Reporting issuer is sending proxy-related Materials  
  directly to Non-Objecting Beneficial Owners: No
     
12. Issuer paying for delivery to Objecting  
  Beneficial Owners: No
     
13. Issuer paying for delivery to US Non-Objecting  
  Beneficial Owners: No

 

In accordance with applicable securities regulations we are filing this information with you in our capacity as agent of the Corporation.

 

Sincerely,

 

Agent for High Tide Inc.

 

 

390 Bay Street, Suite 920, Toronto, ON M5H 2Y2

Tel: 416-350-5007            Fax 416-350-5008

Website: www.capitaltransferagency.com

email: info@capitaltransferagency.com

EXHIBIT 99.46

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide to Open Canna Cabana Storefront in Burlington

 

Calgary, AB, May 25, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (FRA:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of cannabis lifestyle accessories, is pleased to announce that the Canna Cabana retail cannabis store located in Unit #2 at 2400 Guelph Line in Burlington, Ontario (the “Burlington Store”) will be opening on Wednesday, May 27, 2020. It marks the sixth branded Canna Cabana location in Ontario and the Company’s 35th retail cannabis store across Canada.

 

The city of Burlington, together with Oakville, Milton and Halton Hills, is part of the Regional Municipality of Halton that has a population in excess of 500,000 people. “Conveniently located in a shopping centre between the QEW and 407 highways, we are excited to open the Burlington Store and bring our signature Canna Cabana experience to new customers in the densely populated, west end of the Greater Toronto Area,” said Raj Grover, President and Chief Executive Officer of High Tide. The Burlington Store passed its pre-opening inspection on May 15, 2020, after receiving a Retail Store Authorization (“RSA”) from the Alcohol and Gaming Commission of Ontario on May 12, 2020, which was one of only 10 RSAs issued in the first half of May.

 

“We applaud the provincial government’s decision to re-open retail stores as of May 19, 2020 and our staff is looking forward to making recreational cannabis products and accessories available to consumers in Burlington and the surrounding areas,” added Mr. Grover. High Tide expects to open four additional locations by September 2020, thereby achieving the provincial maximum of 10 retail locations allowable per operator.

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of cannabis lifestyle accessories. With portfolio subsidiaries including Canna Cabana Inc., KushBar Inc., Grasscity.com, CBDcity.com, RGR Canada Inc. and Famous Brandz Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

 

 

 

With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 32 branded stores is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a second retail cannabis business with 3 operating stores in Alberta, offering a modern experience aimed at the Company’s growing customer base in Alberta. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. Launched in May 2020, CBDcity.com is the world’s newest online store selling a wide variety of CBD-focused products to international consumers. Representing the core of High Tide’s wholesale segment, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. business. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: raj@hightideinc.com; Web: www.hightideinc.com.

 

 

 

 

EXHIBIT 99.47

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide to Open Canna Cabana Storefront on Bayview Avenue in Toronto

 

Calgary, AB, June 9, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (FRA:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of cannabis lifestyle accessories, is pleased to announce that the Canna Cabana retail cannabis store located at 1723 Bayview Avenue in East York, Ontario (the “Bayview Store”) will be opening on Saturday, June 13, 2020. Located just south of Eglinton Avenue, it will mark the seventh branded Canna Cabana location in Ontario and the Company’s 36th retail cannabis store across Canada. The Bayview Store secured all necessary permits and licenses on June 8, 2020, after receiving a Retail Store Authorization (“RSA”) from the Alcohol and Gaming Commission of Ontario (the “AGCO”) on June 1, 2020, which was one of only five issued in the first week of June.

 

The Bayview Store will serve the 120,000 residents living in the East York area, as part of the City of Toronto’s overall population of approximately 2,700,000. “The Bayview Store is a great complement to the existing Canna Cabana locations in Toronto on Yonge Street and Parliament Street and our other stores across Ontario in Burlington, Hamilton, Niagara Falls and Sudbury,” said Raj Grover, President and Chief Executive Officer of High Tide. “With nine percent market share Canna Cabana is the second largest retail brand by number of stores in Ontario, based on 82 currently authorized by the AGCO to be open,” added Mr. Grover. High Tide expects to open its next three Canna Cabana locations by September to reach the provincial maximum of 10 retail cannabis stores per operator.

 

In addition, the Company will release its financial and operational results for the second quarter ended April 30, 2020 before financial markets open on June 17, 2020.

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of cannabis lifestyle accessories. With portfolio subsidiaries including Canna Cabana Inc., KushBar Inc., Grasscity.com, CBDcity.com, RGR Canada Inc. and Famous Brandz Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

 

 

 

With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 33 branded stores is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a second retail cannabis business with 3 operating stores in Alberta, offering a modern experience aimed at the Company’s growing customer base in Alberta. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. Launched in May 2020, CBDcity.com is the world’s newest online store selling a wide variety of CBD-focused products to international consumers. Representing the core of High Tide’s wholesale segment, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. business. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: raj@hightideinc.com; Web: www.hightideinc.com.

 

 

 

 

EXHIBIT 99.48

 

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Announces Issuance of Interest Shares

 

Calgary, AB, June 15, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, announces that the Company issued an aggregate of 1,871,343 common shares of High Tide (“Interest Shares”) to certain holders of unsecured convertible debentures of the Company, in satisfaction of the annual amount of interest due to the holders. The calculation of the number of Interest Shares issued was based on the volume weighted average trading price of the common shares of High Tide during the 10 trading days ending June 12, 2020. The Interest Shares are subject to a statutory hold period of four months plus one day, which will expire on October 16, 2020.

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of cannabis lifestyle accessories. With portfolio subsidiaries including Canna Cabana Inc., KushBar Inc., Grasscity.com, CBDcity.com, RGR Canada Inc. and Famous Brandz Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. and its 33 branded stores is a sizeable retail business with a sophisticated yet playful customer experience. KushBar Inc. is a second retail cannabis business with 3 operating stores in Alberta, offering a modern experience aimed at the Company’s growing customer base in Alberta. Based in Amsterdam since 2000, Grasscity.com is the world’s preeminent and most searchable online retailer of smoking accessories and cannabis lifestyle products with approximately 5.8 million site visits annually. Launched in May 2020, CBDcity.com is the world’s newest online store selling a wide variety of CBD-focused products to international consumers. Representing the core of High Tide’s wholesale segment, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

EXHIBIT 99.49

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Reports Second Quarter 2020 Financial Results

 

Becomes the first Canadian cannabis retailer in its peer group to report positive adjusted EBITDA of $1.9M

 

Calgary, AB, June 17, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (FRA:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of smoking accessories and cannabis lifestyle products, is pleased to report its financial and operating results for the second quarter of fiscal 2020 ending April 30, 2020.

 

Second Quarter 2020 – Financial Highlights:

 

Revenue for the three months ended April 30, 2020 increased by 197%, to $19.57 million from $6.60 million for the same quarter last year.
Gross profit for the three months ended April 30, 2020 increased by 214%, to $7.39 million from $2.35 million for the same quarter last year.
Gross profit margin for the three months ended April 30, 2020 increased to 38% from 36% for the same quarter last year.
Adjusted EBITDA(1) for the three months ended April 30, 2020 increased by 156%, to $1.94 million from an Adjusted EBITDA loss of ($3.49 million) for the same quarter last year.
Cash and cash equivalents as at April 30, 2020 increased to $7.04 million from $0.81 million as at October 31, 2019.

 

“The second fiscal quarter of 2020 marks a historic moment in High Tide’s history. I am fiercely proud of our team for delivering adjusted EBITDA well ahead of the Company’s peer group and positive cash flow from operations through their unwavering commitment to our core strategy, especially throughout the pandemic. A decade of experience with cannabis consumers has been the key ingredient to our substantial year-over-year increase in revenue and enhanced gross margin.” said Raj Grover, President and Chief Executive Officer. “We are grateful to the many customers, employees, shareholders and other stakeholders who believed in High Tide’s vision and today share in our success. We remain focused on continuing to strengthen our balance sheet and delivering value by furthering our retail expansion across Ontario. I am confident that our future results will continue to reinforce our position as a leading cannabis operator,” added Mr. Grover.

 

1

 

 

Second Quarter 2020 – Operational Highlights:

 

The Company successfully acquired and integrated the branded Canna Cabana locations in Hamilton and Sudbury.
The Company further developed its Saskatchewan retail presence by acquiring a licensed cannabis retail location in Tisdale, Saskatchewan.
High Tide entered into an agreement with Halo Labs to sell its KushBar assets for $12 million, subject to the required regulatory approvals.
The Company opened a Canna Cabana store in the heart of downtown Edmonton, Alberta.
Integration of the Grasscity e-commerce platform into High Tide’s Las Vegas facility has resulted in continued growth of North American market share and daily transaction volume.
Through the COVID-19 pandemic existing Canna Cabana locations have remained operational and efficient, despite the challenging conditions facing retail across the country.
As of the date of this news release approximately 47,000 members have joined Cabana Club, with 55% of our average daily transactions conducted by Club members.
To date, the Company’s portfolio includes a total of 36 branded retail cannabis locations in Ontario, Alberta, and Saskatchewan.

 

Subsequent Events:

 

The Company opened a KushBar store in Medicine Hat, Alberta.
The Company opened four new Canna Cabana retail locations in Ontario: Niagara Falls, Toronto – Parliament, Burlington, and Toronto – Bayview Avenue, bringing the current total to 7 Ontario stores and achieving 9% provincial market share by location as of June 9, 2020.

 

Selected financial information for the three and six months ended April 30, 2020:

 

(Expressed in thousands of Canadian Dollars)

 

   

Three Months Ended

April 30,

   

Six Months Ended

April 30,

 
   

2020

$

    2019
$
    %
Change
   

2020

$

    2019
$
    %
Change
 
Revenue     19,572       6,596       197 %     33,231       11,596       187 %
Gross Profit     7,388       2,351       214 %     12,165       4,140       194 %
Total Operating Expenses     7,331       6,702       9 %     14,051       13,352       5 %
Adjusted EBITDA(a)     1,935       (3,486 )     156 %     1,385       (6,823 )     120 %
Income (Loss) from Operations     57       (4,351 )     101 %     (1,886 )     (9,212 )     (80 %)
Net Loss     (5,046 )     (3,319 )     52 %     (8,898 )     (7,140 )     25 %
Loss Per Share (Basic)     (0.02 )     (0.02 )     -       (0.04 )     (0.04 )     -  
Loss Per Share (Diluted)     (0.02 )     (0.02 )     -       (0.04 )     (0.04 )     -  

 

(a) Adjusted EBITDA is a non-IFRS financial measure.

 

2

 

 

The following is a reconciliation of Adjusted EBITDA to Net Loss:

 

    Three Months Ended
April 30,
   

Six Months Ended
April 30,

 
    2020     2019     2020     2019  
Net Loss     (5,046 )     (3,319 )     (8,898 )     (7,140 )
Income taxes     95       (1,166 )     10       (2,396 )
Accretion and interest     2,631       231       4,446       337  
Depreciation and amortization     1,807       275       3,173       461  
EBITDA (1, 2)     (513 )     (3,979 )     (1,269 )     (8,738 )
Foreign exchange     (17 )     (39 )     (21 )     36  
Transaction and acquisition costs     173       -       795       142  
Revaluation of derivative liability     125       -       (314 )     -  
Loss on extinguishment of debenture     186       -       186       -  
Impairment loss     247       -       247       -  
Share-based compensation     71       590       98       1,822  
Revaluation of marketable securities     477       -       477       -  
Loss on sale of marketable securities     1,186       -       1,186       -  
Discount on accounts receivable     -       (58 )     -       (82 )
Gain on disposal of property and equipment     -       -       -       (3 )
Adjusted EBITDA (1, 2)     1,935       (3,486 )     1,385       (6,823 )

 

(1) Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and Adjusted EBITDA. These measures do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. Non-IFRS measures provide investors with a supplemental measure of the Company’s operating performance and therefore highlight trends in Company’s core business that may not otherwise be apparent when relying solely on IFRS measures. Management uses non-IFRS measures in measuring the financial performance of the Company.

 

(2) Financial information for 2019 has not been restated for the adoption of IFRS 16. For the three months ended April 30, 2020, the Company made $1,170 in lease payments. For the six months ended April 30, 2020, the Company made $2,139 in lease payments.

 

Outlook

 

High Tide remains focused on the fundamentals of profitable retail, while continuing to leverage cannabis and its related accessories through the Company’s manufacturing and e-commerce portfolio. High Tide’s diverse mix of consumer channels provides access to layered insights and context unavailable to competitors, providing the Company with an advantage in understanding the development of North American and global cannabis user preferences in real time.

 

The Company believes that the senior secured credit facility advanced by Windsor Capital, the proceeds from the sale of the common shares of Halo Labs, and achieving positive cash flow from operations has positioned High Tide to execute on its strategic growth objectives in 2020. The Company is well positioned and funded to further its expansion in Ontario, as Canada’s largest and most underserved market.

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of smoking accessories and cannabis lifestyle products. Its premier Canadian retail brand Canna Cabana spans 33 locations in Ontario, Alberta, and Saskatchewan, with additional locations under development across Canada. High Tide has been serving cannabis consumers for over a decade through its numerous lifestyle accessory enterprises including e-commerce platforms Grasscity.com and CBDcity.com, lifestyle and licensed entertainment brand manufacturer Famous Brandz, and its distribution divisions RGR Canada and Valiant Distribution.

 

3

 

 

High Tide's strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX: APHA) (NYSE: APHA) and Aurora Cannabis Inc. (NYSE: ACB) (TSX: ACB). 

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com. 

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements, including, but not limited to (i) the expected ability of the Company to receive funds from the Windsor Capital credit facility. (ii) the sale of the common shares of Halo Labs; and (iii) the Company’s intention to develop all permits that it holds Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations, or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will have sufficient funds to execute on its strategic growth objectives in 2020. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

4

 

EXHIBIT 99.50

 

Form 52-109FV1

Certification of Q2 2020 Filings

Venture Issuer Basic Certificate

 

I, Rahim Kanji, Chief Financial Officer of High Tide Inc., certify the following:

 

1. Review: I have reviewed the Q2 2020 financial statements and quarterly MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the Q2 2020 financial statements and quarterly MD&A (together the “quarterly filings”) of High Tide Inc. (the “issuer”) for the second quarter 2020 ending April 30, 2020.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the quarterly filing filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the quarterly filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the quarterly financial statements together with the other financial information included in the quarterly filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

Date: June 16, 2020.  
   
“Rahim Kanji”  
Rahim Kanji  
Chief Financial Officer  

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EXHIBIT 99.51

 

Form 52-109FV1

Certification of Q2 2020 Filings

Venture Issuer Basic Certificate

 

I, Harkirat (Raj) Grover, Chief Executive Officer of High Tide Inc., certify the following:

 

1. Review: I have reviewed the Q2 2020 financial statements and quarterly MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the Q2 2020 financial statements and quarterly MD&A (together the “quarterly filings”) of High Tide Inc. (the “issuer”) for the second quarter 2020 ending April 30, 2020.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the quarterly filing filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the quarterly filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the quarterly financial statements together with the other financial information included in the quarterly filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

Date: June 16, 2020.  
   
“Harkirat Grover”  

Harkirat (Raj)

 
Grover Chief Executive Officer  

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

EXHIBIT 99.52

 

HIGH TIDE INC.

 

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

 

TAKE NOTICE that the annual general and special meeting (the “Meeting”) of shareholders (the “Shareholders”) of High Tide Inc. (the “Company”) will be held at the offices of the Company, at Unit 112, 11127 - 15 Street N.E., Calgary, Alberta, T3K 2M4, on July 30, 2020 at 10:00 a.m. (Calgary time) for the following purposes:

 

1. To receive the audited annual financial statements of the Company for the year ended October 31, 2019, together with the report of the auditor thereon;
     
2. To reappoint MNP LLP as auditor of the Company for the ensuing year and to authorize the board of directors of the Company (the “Board”) to fix the auditor’s remuneration.
     
3. To fix the number of directors at five (5).
     
4. To elect directors of the Company for the ensuing year, as more particularly set forth in the accompanying proxy and management information circular dated June 19, 2020, and prepared for the purpose of the Meeting (the “Information Circular”).
     
5. To transact such other business as may be properly brought before the Meeting or any adjournment(s) thereof.

 

The specific details of the foregoing matters to be put before the Meeting, as well as further information with respect to voting by proxy, are set forth in the accompanying Information Circular.

 

Voting by Proxy

 

Registered Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting must complete, date and execute the enclosed form of proxy, or another suitable form of proxy, and deliver it in accordance with the instructions set out in the form of proxy and in the Information Circular.

 

Unregistered Shareholders who plan to attend the Meeting must follow the instructions set out in the voting instruction form and in the Information Circular to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account, you are not a registered Shareholder.

 

Notice-and-Access

 

The details of all matters proposed to be put before the Shareholders at the Meeting are set out in the Information Circular.

The Company has decided to not use the notice and access model for delivery of meeting materials to the Shareholders (both registered and beneficial).

 

COVID-19

 

Amid ongoing concerns about the Coronavirus Disease 2019 (COVID-19) pandemic, the Company remains mindful of the well-being of the Shareholders and their families, and the Company’s industry partners and other stakeholders. In light of current provincial recommendations regarding gatherings, and in view of current and potential future guidance regarding social distancing and further restrictions on gatherings, in order to ensure as many Common Shares as possible are represented at the Meeting, the Shareholders are strongly encouraged to carefully read the section entitled “Voting by Proxy”, above, and vote their Common Shares by duly completing and delivering a form of proxy or a voting instruction form, as applicable, in accordance with the instructions set out in the above section and in the Information Circular.

  

DATED at Calgary, Alberta, June 19, 2020.

 

BY ORDER OF THE BOARD OF DIRECTORS

 

/s/ “Harkirat (Raj) Grover”  

 

Harkirat (Raj) Grover

President, Chief Executive Officer, and Director

 

 

EXHIBIT 99.53

 

This document is important and requires your immediate attention. If you are in doubt as to how to deal with it, you should consult with your investment dealer, broker, bank manager, lawyer or other professional advisor.

 

 

 

 

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING
OF SHAREHOLDERS TO BE HELD ON

JULY 30, 2020

 

– AND –

 

MANAGEMENT INFORMATION CIRCULAR

 

 

 

 

 

 

 

 

 

 

 

HIGH TIDE INC.

 

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

 

TAKE NOTICE that the annual general and special meeting (the “Meeting”) of shareholders (the “Shareholders”) of High Tide Inc. (the “Company”) will be held at the offices of the Company, at Unit 112, 11127 - 15 Street N.E., Calgary, Alberta, T3K 2M4, on July 30, 2020 at 10:00 a.m. (Calgary time) for the following purposes:

  

1. To receive the audited annual financial statements of the Company for the year ended October 31, 2019, together with the report of the auditor thereon;

 

2. To reappoint MNP LLP as auditor of the Company for the ensuing year and to authorize the board of directors of the Company (the “Board”) to fix the auditor’s remuneration.

 

3. To fix the number of directors at five (5).

 

4. To elect directors of the Company for the ensuing year, as more particularly set forth in the accompanying proxy and management information circular dated June 19, 2020, and prepared for the purpose of the Meeting (the “Information Circular”).

 

5. To transact such other business as may be properly brought before the Meeting or any adjournment(s) thereof.

 

The specific details of the foregoing matters to be put before the Meeting, as well as further information with respect to voting by proxy, are set forth in the accompanying Information Circular.

 

Voting by Proxy

 

Registered Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting must complete, date and execute the enclosed form of proxy, or another suitable form of proxy, and deliver it in accordance with the instructions set out in the form of proxy and in the Information Circular.

 

Unregistered Shareholders who plan to attend the Meeting must follow the instructions set out in the voting instruction form and in the Information Circular to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account, you are not a registered Shareholder.

 

Notice-and-Access

 

The details of all matters proposed to be put before the Shareholders at the Meeting are set out in the Information Circular.

 

The Company has decided to not use the notice and access model for delivery of meeting materials to the Shareholders (both registered and beneficial).

 

COVID-19

 

Amid ongoing concerns about the Coronavirus Disease 2019 (COVID-19) pandemic, the Company remains mindful of the well-being of the Shareholders and their families, and the Company’s industry partners and other stakeholders. In light of current provincial recommendations regarding gatherings, and in view of current and potential future guidance regarding social distancing and further restrictions on gatherings, in order to ensure as many Common Shares as possible are represented at the Meeting, the Shareholders are strongly encouraged to carefully read the section entitled “Voting by Proxy”, above, and vote their Common Shares by duly completing and delivering a form of proxy or a voting instruction form, as applicable, in accordance with the instructions set out in the above section and in the Information Circular.

 

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DATED at Calgary, Alberta, June 19, 2020.  
   
BY ORDER OF THE BOARD OF DIRECTORS  
   
/s/ “Harkirat (Raj) Grover”  
Harkirat (Raj) Grover  
President, Chief Executive Officer, and Director  

 

 

 

 

MANAGEMENT INFORMATION CIRCULAR
as at June 19, 2020

 

This Management Information Circular (the “Information Circular”) is furnished in connection with the solicitation of proxies by the management of High Tide Inc. (the “Company”) for use at the annual general and special meeting (the “Meeting”) of its shareholders (”Shareholders”) to be held on July 30, 2020 at the time and place and for the purposes set forth in the accompanying notice of the meeting (”Notice of Meeting”).

 

In this Information Circular, (i) references to “the Company”, “we” and “our” refer to High Tide Inc., (ii) “Common Shares” means the common shares without par value in the capital of the Company, (iii) “Beneficial Shareholders” means Shareholders who do not hold Common Shares in their own name, (iv) “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders, and (v) “Management” refers to the management of the Company.

 

GENERAL PROXY INFORMATION

 

Solicitation of Proxies

 

The solicitation of proxies will be primarily by mail. Proxies may also be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. The Company has arranged for intermediaries to forward the meeting materials to beneficial owners of the Common Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

 

The Company will not be sending proxy-related materials to the Shareholders (whether registered holders or beneficial owners) using notice-and-access.

 

Appointment of Proxyholders

 

The individuals named in the accompanying form of proxy (the “Proxy”) are directors or officers of the Company. If you are a Shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than the persons designated in the Proxy, who need not be a Shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy (and striking out the names now designated) or by completing and delivering another suitable form of proxy. For instructions regarding the delivery of instruments of proxy, please see below under the heading “Registered Shareholders”.

 

Voting by Proxyholders

 

The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

 

(i) each matter or group of matters identified therein for which a choice is not specified,

 

(ii) any amendment to or variation of any matter identified therein, and

 

(iii) any other matter that properly comes before the Meeting.

 

In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy FOR the approval of such matter. Except as set forth in the Notice of Meeting and the Information Circular, Management is not currently aware of any other matter that could come before the Meeting.

 

 

 

 

Registered Shareholders

 

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered Shareholders electing to submit a proxy may do so by completing, dating and signing the enclosed Proxy and returning it to the Company’s transfer agent, Capital Transfer Agency, ULC (”Capital Transfer Agency”) at 10 a.m. at least forty eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time set for the Meeting or any adjournment(s) or postponement(s) thereof.

 

Beneficial Shareholders

 

The following information is of significant importance to Shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered Shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares).

 

If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the names of the Shareholder’s broker or an agent of that broker. In the United States, the vast majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

 

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

 

If you are a Beneficial Shareholder:

 

You should carefully follow the instructions of your broker or intermediary in order to ensure that your Common Shares are voted at the Meeting.

 

The voting instruction form (“VIF”) supplied to you by your broker will be similar to the Proxy provided to registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in the United States and in Canada. Broadridge mails a VIF in lieu of a Proxy provided by the Company. The VIF will name the same persons as the Proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a Shareholder), other than the persons designated in the VIF, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. If you receive a VIF from Broadridge, you cannot use it to vote your Common Shares directly at the Meeting. The VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Common Shares voted.

 

Although as a Beneficial Shareholder you may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your broker, you, or a person designated by you, may attend at the Meeting as proxyholder for your broker and vote your Common Shares in that capacity. If you wish to attend at the Meeting and indirectly vote your Common Shares as proxyholder for your broker, or have a person designated by you to do so, you should enter your own name, or the name of the person you wish to designate, in the blank space on the VIF provided to you and return the same to your broker in accordance with the instructions provided by such broker, well in advance of the Meeting.

 

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Alternatively, you can request in writing that your broker send you a legal proxy which would enable you, or a person designated by you, to attend at the Meeting and vote your Common Shares.

 

Revocation of Proxies

 

In addition to revocation in any other manner permitted by law, a registered Shareholder who has given a proxy may revoke it by:

 

(i) executing a proxy bearing a later date or by executing an instrument or act in writing, either of the foregoing to be executed by the registered Shareholder or the registered Shareholder’s authorized attorney in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Capital Transfer Agency at Capital Transfer Agency, ULC., 390 Bay Street, Suite 920, Toronto, Ontario, M5H 2Y2, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law, or

 

(ii) personally attending the Meeting and voting the registered Shareholder’s Common Shares.

 

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

 

RECORD DATE AND QUORUM

 

The board of directors of the Company (the “Board”) has fixed the record date for the Meeting at the close of business on June 15, 2020 (the “Record Date”). The Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to vote those shares included in the list of the Shareholders entitled to vote at the Meeting prepared as at the Record Date.

 

The quorum for the transaction of business at a meeting of Shareholders is two (2) persons who are, or who represent by proxy, Shareholders entitled to vote at the meeting who hold, in the aggregate, at least 25% of the votes attached to the outstanding Common Shares.

 

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

 

The directors and officers of the Company have an interest in the resolution concerning the election of directorss. Otherwise, no director or senior officer of the Company or any associate of the foregoing has any substantial interest, direct or indirect, by way of beneficial ownership of shares or otherwise in the matters to be acted upon at the Meeting, except for any interest arising from the ownership of shares of the Company where the Shareholder will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of shares in the capital of the Company.

 

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

 

The voting securities of the Company consist of Common Shares. The Company is authorized to issue an unlimited number of Common Shares. As of June 19, 2020, being the effective date of this Information Circular (the “Effective Date”), 236,380,280 Common Shares were issued and outstanding, with each such share carrying the right to one (1) vote at the Meeting.

 

 

Other than as disclosed below, as at the Effective Date, to the knowledge of the Company, and based on the Company’s review of the records maintained by Capital Transfer Agency, electronic filings with System for Electronic Document Analysis and Retrieval (SEDAR) and insider reports filed with System for Electronic Disclosure by Insiders (SEDI), no person or company beneficially owns, or controls or directs, directly or indirectly, 10% or more of any class of voting securities of the Company, on a non-diluted basis.

 

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Name   Aggregate
Number
of Common
Shares
    Percentage of
Outstanding
Common
Shares
 
Harkirat (Raj) Grover     97,177,371 (1)     41 %

 

Notes:

 

1. Includes the following Common Shares, beneficially owned by Mr. Grover: (i) 4,119,852 Common Shares held by Grover Family Trust, a non-arm’s length entity to Mr. Grover, (ii) 11,263,311 Common Shares held by 2088550 Alberta Ltd., an entity wholly owned by Mr. Grover and his spouse, Roza Grover, (iii) 106,489 Common Shares held by Grover Investments Inc., an entity wholly owned by Mr. Grover and Ms. Grover, and (iv) 22,564,420 Common Shares held by Ms. Grover.

 

CURRENCY

 

In this Information Circular, unless otherwise indicated, all references to “CAD$” or “$” refer to Canadian dollars.

 

STATEMENT OF CORPORATE GOVERNANCE

 

Corporate Governance

 

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of Management who are appointed by the Board and who are charged with the day-to-day management of the Company. National Policy 58-201 Corporate Governance Guidelines (“NP 58-201”) establishes corporate governance guidelines which apply to all public companies. These guidelines are not intended to be prescriptive but to be used by issuers in developing their own corporate governance practices. The Board is committed to sound corporate governance practices, which are both in the interest of the Shareholders and contribute to effective and efficient decision making.

 

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”), the Company is required to disclose its corporate governance practices, as summarized below. The Board will continue to monitor such practices on an ongoing basis and, when necessary, implement such additional practices as it deems appropriate.

 

Board of Directors

 

The Board is currently composed of five (5) directors: Harkirat (Raj) Grover, Nader Ben Aissa, Arthur Kwan, Binyomin Posen and Nitin Kaushal.

 

NI 58-201 suggests that the board of directors of every reporting issuer should be constituted with a majority of individuals who qualify as “independent” directors, within the meaning set out under National Instrument 52-110 Audit Committees (“NI 52-110”), which provides that a director is independent if he or she has no direct or indirect “material relationship” with the company. “Material relationship” is defined as a relationship which could, in the view of a company’s board of directors, be reasonably expected to interfere with the exercise of a director’s independent judgment.

 

Of the current directors, Harkirat (Raj) Grover is a current executive officer and is therefore not considered to be “independent”. In addition, Nader Ben Aissa has indirectly obtained compensation from the Company for advisory services provided to the Company, and is therefore not considered to be “independent”.

 

In assessing NI 58-101 and making the foregoing determinations, the circumstances of each director have been examined in relation to a number of factors. The remaining directors, Arthur Kwan, Binyomin Posen and Nitin Kaushal are considered to be independent directors since they are independent of management and free from any material relationship with the Company.

 

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The Board has a majority of independent directors, and takes the following additional steps to facilitate its independence:

 

1. On matters involving discussion of Management compensation, the independent directors will meet as a separate committee to enhance open discussion.

 

2. On operational matters of the Company involving the performance of its Chief Executive Officer, the remaining directors will meet independently.

 

In the event of a conflict of interest at a meeting of the Board, the conflicted director will in accordance with corporate law and in accordance with his or her fiduciary obligations as a director of the Company, disclose the nature and extent of his or her interest to the meeting and abstain from voting on or against the approval of such participation.

 

Directorships

 

The following directors currently serve on the board of directors of the reporting issuers (or equivalent) listed below, each of which are reporting issuers in one or more Canadian jurisdictions:

 

Name   Name of Other Reporting Issuer(s)
Nitin Kaushal    

Delta 9 Cannabis Inc.
Viemed Healthcare, Inc.
Valens Groworks Corp. (formerly Genovation Capital Corp.)
3 Sixty Risk Solutions Ltd. (formerly, Petro Vista Energy Corp.)

     

Binyomin Posen

 

 

Shane Resources Ltd
Pacific Iron Ore Corporation
Jiminex Inc.
Prominex Resource Corp.
Sniper Resources Ltd.
Hinterland Metals Inc.
Agau Resources, Inc.
Fairmont Resources Inc.
Red Light Holland Corp. (formerly, Added Capital Inc.)
TransGlobe Internet and Telecom Co Ltd
The Hash Corporation (formerly, Senternet Phi Gamma Inc.)

     
Arthur Kwan  

MAACKK Capital Corp. (formerly, Capgain Properties Inc.)
Stem Holdings Inc.
NewBridge Global Ventures, Inc.

 

Orientation and Continuing Education

 

New board members receive an orientation package, which includes reports on operations and results, and public disclosure filings by the Company. Board meetings are sometimes held at the Company’s facilities and are combined with tours and presentations by Management and employees to give the directors of the Company additional insight into the Company’s business. In addition, Management makes itself available for discussion with all Board members.

 

Ethical Business Conduct

 

The Board has not adopted specific guidelines. To ensure that an ethical business culture is maintained and promoted, directors are encouraged to exercise their independent judgment. If a director has a material interest in any transaction or agreement that the Company proposes to enter into, such director is expected to disclose such interest to the Board in compliance with the applicable laws, rules and policies which govern conflicts of interest in connection with such transaction or agreement. Further, any director who has a material interest in any proposed transaction or agreement will be excluded from the portion of the Board meeting concerning such matters and will be further precluded from voting on such matters.

 

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Nomination of Directors

 

The Board considers its size each year when it considers the number of directors to recommend to the Shareholders for election at the annual meeting of Shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience.

 

The Board relies on the guidance provided by the Nominating and Corporate Governance Committee to ensure its decisions are taken to the best interest of the Company.

 

Assessments

 

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees.

 

The Board believes that its corporate governance practices are appropriate and effective for the Company. The Company’s method of corporate governance allows for the Company to operate efficiently, with simple checks and balances that control and monitor Management and corporate functions without excessive administrative burden or cost.

 

Other Board Committees

 

In addition to the Audit Committee, the Company has a Nominating and Corporate Governance Committee composed of Arthur Kwan (Chair), Raj Grover and Nitin Kaushal, and a Compensation Committee composed of Raj Grover (Chair), Nader Ben Aissa and Arthur Kwan. Otherwise, other than as disclosed herein, there are no committees of the Board as of the date of this Information Circular.

 

The Nominating and Corporate Governance Committee is responsible, inter alia, for the recommendation of qualified candidates and corporate governance practices to the Board. The Compensation Committee is responsible, inter alia, for assisting the Board to fulfil its responsibilities for the review and determination of executive compensation of the Company.

 

Audit Committee Disclosure

 

Pursuant to NI 52-110, the Company is required to have an audit committee comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Company or an affiliate of the Company. NI 52-110 requires the Company, as a venture issuer, to disclose annually in its information circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor.

 

Audit Committee’s Charter

 

The Board is responsible for reviewing and approving the unaudited interim financial statements, and the annual audited financial statements, together with other financial information of the Company and for ensuring that Management fulfills its financial reporting responsibilities. The audit committee of the Company (the “Audit Committee”) assists the Board in fulfilling this responsibility. The Audit Committee meets with Management to review the financial reporting process, the unaudited interim financial statements, and the annual audited financial statements, together with other financial information of the Company. The Audit Committee reports its findings to the Board for its consideration in approving the unaudited interim financial statements, and the annual audited financial statements, together with other financial information of the Company for issuance to the Shareholders.

 

Pursuant to NI 52-110, the Audit Committee is required to have a charter. A copy of the Company’s Audit Committee Charter is annexed hereto as Schedule “A” to this Information Circular.

 

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Composition of the Audit Committee

 

The following are the members of the Audit Committee:

 

Name   Independence(1)   Financial Literacy(2)
Nitin Kaushal   Independent   Financially literate
Arthur Kwan   Independent   Financially literate
Nader Ben Aissa   Not Independent   Financially literate

 

Notes:

 

1. Within the meaning of subsection 6.1.1(3) of NI 52-110, which requires a majority of the members of an audit committee of a venture issuer not to be executive officers, employees or control persons of the venture issuer or of an affiliate of the venture issuer.

2. Within the meaning of subsection 1.6 of NI 52-110.

 

Relevant Education and Experience

 

Nitin Kaushal, CPA, CA – Mr. Kaushal has served as a member of the Board since October, 2018. Mr. Kaushal is President of Anik Capital Corp. He has over 30 years of experience in the financial services industry. Recently he retired from PwC where he was a Managing Director in their Corporate Finance Practice. He has worked in a number of senior roles with a number of Canadian investment banks including Desjardins Securities Inc., Orion Securities Inc., Vengate Capital, HSBC Securities Inc. and Gordon Capital and in the venture capital industry with MDS Capital Corp. Mr. Kaushal sits on a number of public and private company boards and has a BSc from the University of Toronto and is a Chartered Professional Accountant.

 

Arthur Kwan, CFA, ICD.D – Mr. Kwan has served as a member of the Board since August, 2018. He is currently the President & CEO of CannaIncome Fund, a private investment firm focused on the cannabis sector. He began his investment career in 1997 with TD Asset Management and brings over 20 years of investment banking, capital markets, and private equity experience. Mr. Kwan has since held increasingly senior investment banking positions with Scotia Capital, PI Financial, and Paradigm Capital, where he was Managing Director, Investment Banking.

 

Nader Ben Aissa, JD – Mr. Ben Aissa has served as a member of the Board since August, 2018. He is a lawyer at Hooey and Company Lawyers in Calgary, Alberta, and specializes in commercial law with a wide range of experience in corporate governance, equity financing, and mergers and acquisitions. Mr. Ben Aissa holds a JD from the University of British Columbia and is a member of the Law Society of Alberta since being called to the Bar in the province of Alberta in 2015.

 

Audit Committee Oversight

 

At no time since the commencement of the Company’s fiscal year ended October 31, 2019 was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

 

Reliance on Certain Exemptions

 

Other than as disclosed below, at no time since the commencement of the Company’s most recently completed fiscal year has the Company relied on an exemption from the provisions of NI 52-110.

 

The Company is relying upon the exemption in Section 6.1 of NI 52-110, the exemption for venture issuers in relation to the requirement that every audit committee member be independent.

 

Pre-Approval Policies and Procedures

 

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services but all such services will be subject to the prior approval of the Audit Committee.

 

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External Auditor Service Fees

 

Aggregate fees paid to the Auditor during the fiscal periods indicated were as follows:

 

    Fiscal Year ended
October 31,
2019
    Fiscal year ended
Oct 31,
2018
 
Audit Fees   $ 409,144     $ 337,050  
Audit-related Fees(1)     Nil     $ 7,096  
Tax Fees(2)(3)     Nil     $ 31,500  
All Other Fees(4)   $ 8,025     $ 215,712  
Total   $ 417,169     $ 591,358  

 

Notes:

 

1. Fees charged for assurance and related services reasonably related to the performance of an audit, and not included under “Audit Fees”.
2. Fees charged for tax compliance, tax advice and tax planning services.
3. Tax compliance fees for the fiscal years ended October 31, 2019 are based on estimated costs.
4. Fees for services other than disclosed in any other row, including fees related to the review of the Company’s Management Discussion & Analysis.

 

STATEMENT OF EXECUTIVE COMPENSATION

 

Summary Compensation Table for Named Executive Officers

 

The following table provides a summary of total compensation earned during the fiscal years ended October 31, 2019 and 2018 by the Company’s Chief Executive Officer and Chief Financial Officer, the most highly compensated executive officer of the Company who was serving as such as at the end of the applicable fiscal year and whose total compensation was more than $150,000 (the “Other Executive Officer”), if any, and each other individual who would have been an Other Executive Officer but for the fact that such individual was neither serving as an executive officer, nor acting in a similar capacity, as at the end of the applicable fiscal year, for services rendered in all capacities during such period (collectively, the “Named Executive Officers”). The Named Executive Officers of the Company for the purposes of this Information Circular are the individuals listed below.

 

Table of Compensation Excluding Compensation Securities
Name and Position   Year   Salary,
Consulting
Fee,
Retainer or
Commission
    Bonus     Committee
or Meeting
Fees
    Value of
Perquisites
    Value of all
Other
Compensation
    Total
Compensation
 
Harkirat (Raj) Grover(1)   2019   $ 284,231     $ 150,000 (2)     Nil     $ 19,250 (3)     N/A     $ 453,481  
Chief Executive Officer & Director   2018   $ 255,229        Nil       Nil     $ 26,617 (4)     Nil     $ 281,846  
Rahim Kanji(5)   2019   $ 57,692       Nil       Nil       Nil       Nil     $ 57,692  
Chief Financial Officer   2018     N/A       N/A       N/A       N/A       N/A       N/A  
Matthew Dexter(6)   2019   $ 71,872       Nil       Nil       Nil       Nil     $ 71,872  
Chief Financial Officer   2018   $ 40,000       Nil       Nil       Nil       Nil     $ 40,000  
Nick Kuzyk(7)   2019   $ 141,151     $ 90,905 (2)(8)     Nil     $ 4,632       Nil     $ 236,688  
Chief Strategy Officer & SVP Capital Markets   2018(8)     N/A       N/A       N/A       N/A       N/A       N/A  
Andy Palalas   2019   $ 141,154     $ 45,000 (2)(10)     Nil       Nil       Nil     $ 186,154  
Chief Revenue Officer   2018(8)     N/A       Nil       N/A       N/A       N/A       N/A  

 

Notes:

 

1. Mr. Grover did not receive any compensation as a director of the Company during the fiscal years ended October 31, 2019 and 2018.

 

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2. Represents amounts paid to the respective NEO for services provided to the Company during the fiscal year ended October 31, 2018.
3. Represents the fair value of a Company vehicle and other allowances provided to Mr. Grover.
4. Represents the fair value of a Company vehicle provided to Mr. Grover.
5. Mr. Kanji was appointed as Chief Financial Officer on May 27, 2019.
6. Mr. Dexter resigned on April 22, 2019.
7. Mr. Kuzyk resigned on February 18, 2020.
8. For the purposes of this Information Circular, Mr. Kuzyk and Mr. Palalas were not Named Executive Officers of the Company for fiscal year ended October 31, 2018.
9. During the fiscal year ended October 31, 2019, Mr. Kuzyk was awarded a bonus of $90,905 for his services as Chief Strategy Officer & SVP Capital Markets for the fiscal year ended October 31, 2018. The Company paid $40,905 of the bonus in cash in January, 2019, and settled $45,000 by issuing Mr. Kuzyk 100,000 Common Shares in June, 2019 at a deemed price of $0.45 per Common Share.
10. During the fiscal year ended October 31, 2019, Mr. Palalas was awarded a bonus of $45,000 for his services as Chief Revenue Officer for the fiscal year ended October 31, 2018. The Company settled this amount by issuing Mr. Palalas 100,000 Common Shares in June, 2019 at a deemed price of $0.45 per Common Share.

 

Compensation of Directors

 

Individual Director Compensation

 

The following table provides a summary of total compensation earned during the fiscal years ended October 31, 2019 and 2018 by the directors of the Company.

 

Table of Compensation Excluding Compensation Securities
Name and Position   Year   Salary,
Consulting
Fee,
Retainer or
Commission
    Bonus     Committee
or Meeting
Fees
    Value of
Perquisites
    Value of all
Other
Compensation
    Total
Compensation
 
Harkirat (Raj) Grover   2019     Nil       Nil       Nil       Nil       Nil       Nil  
Director   2018     Nil       Nil       Nil       Nil       Nil       Nil  
Nader Ben Aissa     2019   $ 25,000 (1)     Nil       Nil       Nil       Nil     $ 25,000  
Director   2018   $ 25,000 (2)     Nil       Nil       Nil       Nil     $ 25,000  
Arthur Kwan   2019   $ 25,000 (1)     Nil       Nil       Nil       Nil     $ 25,000  
Director   2018   $ 25,000 (3)     Nil       Nil       Nil       Nil       Nil  
Nitin Kaushal   2019   $ 25,000 (1)     Nil       Nil       Nil       Nil     $ 25,000  
Director   2018   $ 25,000 (3)     Nil       Nil       Nil       Nil       Nil  
Binyomin Posen(4)   2019   $ 6,831 (1)     Nil       Nil       Nil       Nil     $ 6,831  
Director   2018     N/A       N/A       N/A       N/A       N/A       N/A  

 

Notes:

 

1. Represents amount accrued to the respective director for the fiscal year ended October 31, 2019, and payable subsequent to the fiscal year end.

 

9

 

 

2. Subsequent to the fiscal year ended October 31, 2018, Mr. Ben Aissa was awarded $25,000 for his services as a director during the fiscal year ended October 31, 2018. The Company settled this amount by paying $12,500 in cash in August, 2019, and settled $12,500 by issuing Mr. Ben Aissa 27,777 Common Shares in July, 2019 at a deemed price of $0.45 per Common Share.
3. Subsequent to the fiscal year ended October 31, 2018, Mr. Kwan and Mr. Kaushal were each awarded $25,000 for their services as a director during the fiscal year ended October 31, 2018. The Company settled these amounts by issuing 55,555 Common Shares to each of Mr. Kwan and Mr. Kaushal in July, 2019 at a deemed price of $0.45 per Common Share.
4. Mr. Posen was elected as a director on July 24, 2019.
5. Mr. Posen’s accrued fee for the fiscal year ended October 31, 2019, payable subsequent to the fiscal year end, has been prorated form July 24, 2019 to October 31, 2019, and is payable subsequent to the fiscal year end.

 

Stock Options and Other Compensation Securities

 

The Company has in place a 10% stock option plan (the “Stock Option Plan”), approved by the Board, and previously approved by the Shareholders. The Stock Option Plan is a “rolling” plan which allows the Company to grant stock options to directors and officers of the Company, employees and consultants, up to an aggregate maximum of 10% of the issued and outstanding Common Shares, from time to time.

 

The following table sets forth details of all incentive stock options granted and/or issued to the Company’s Named Executive Officers and directors during the most recently completed fiscal year, ending October 31, 2019, for services provided or to be provided, directly or indirectly, to the Corporation.

 

Compensation Securities
Name and Position   Type of
Compensation
Security
  Number of
Compensation
Securities,
Number of
Underlying
Securities, and
Percentage of
Class
    Date
of
Issue
or
Grant
(D/M/Y)
  Issue,
Conversion
or Exercise
Price
($)
    Closing
Price of
Security or
Underlying
Security on
Date of
Grant
($)
    Closing
Price of
Security or
Underlying
Security at
Year End
($)
    Expiry
Date
(D/M/Y)
Harkirat (Raj) Grover,   Stock Options     1,000,000     21/11/18   $ 0.50     $ 0.22     $ 0.25     21/11/21
Chief Executive Officer & Director                                            
Rahim Kanji,   Stock Options     500,000     20/06/19   $ 0.50     $ 0.365     $ 0.25     20/06/22
Chief Financial Office                                            
Matthew Dexter,   Stock Options     Nil     N/A     N/A       N/A       N/A     N/A
Chief Financial Officer                                            
Nick Kuzyk   Stock Options     500,000     21/11/18   $ 0.50     $ 0.22     $ 0.25     21/11/21
Chief Strategy Officer & SVP Capital Markets                                            
Andy Palalas   Stock Options     500,000     21/11/18   $ 0.50     $ 0.22     $ 0.25     21/11/21
Chief Revenue Officer                                            
Nitin Kaushal,   Stock Options     500,000     21/11/18   $ 0.50       N/A     $ 0.25     21/11/21
Director   Stock Options     500,000     30/04/19   $ 0.50     $ 0.415     $ 0.25     30/04/22
Arthur Kwan,   Stock Options     500,000     21/11/18   $ 0.50       N/A     $ 0.25     21/11/21
Director   Stock Options     500,000     30/04/19   $ 0.50     $ 0.415     $ 0.25     30/04/22
Nader Ben Aissa,   Stock Options     750,000     21/11/18   $ 0.50      

N/A

    $ 0.25     21/11/21
Director                                            
Binyomin Posen,   Stock Options     Nil     N/A     N/A       N/A       N/A     N/A
Director                                            

 

10

 

 

Exercise of Compensation Securities by Named Executive Officers and Directors

 

There were no incentive stock options exercised by any Named Executive Officer or director during the most recently completed fiscal year, ending October 31, 2019.

 

The Stock Option Plan

 

The Company currently has in place the Stock Option Plan, under which stock options are granted to directors, officers, employees and consultants of the Company as an incentive to serve the Company in attaining its goal of improved shareholder value. The principal purposes of the Stock Option Plan are (i) to permit the directors, executive officers, employees, consultants and persons providing investor relation services to participate in the growth and development of the Company through the grant of equity-based awards, and (ii) to allow the Company to reduce the proportion of executive compensation otherwise paid in cash and reallocate those funds to other corporate initiatives.

 

The Stock Option Plan is a “rolling” plan pursuant to which the aggregate number of Common Shares reserved for issuance thereunder may not exceed, at the time of grant, in aggregate 10% of the Company’s issued and outstanding Common Shares from time to time.

 

Summary of Terms and Conditions of the Stock Option Plan

 

The following summary of certain terms of the Stock Option Plan is qualified, in its entirety, by the full text of the Stock Option Plan, which is available on SEDAR at www.sedar.com.

 

(a) Under the Stock Option Plan, stock options may be granted to directors, officers, consultants, and employees of the Company or its subsidiaries, provided that the number of Common Shares which will be available for purchase pursuant to the Stock Option Plan, plus any other outstanding incentive stock options of the Company granted pursuant to a previous stock option plan or agreement, does not exceed ten percent (10%) of the number of Common Shares that are outstanding on a fully diluted basis immediately prior to the Common Share issuance or grant of a stock option.

 

(b) The grant date and the expiry date of a stock option shall be the dates fixed by the Board or a committee of the board of directors to which the responsibility of approving the grant of stock options has been delegated (such committee, referred to herein as the “Approval Committee”).

 

(c) The period during which a particular stock option may be exercised (the “Exercise Period”) shall not exceed 10 years from the Grant Date. Any stock option or part thereof not exercised within the Exercise Period shall terminate and become null, void and of no effect as of the expiry date (“Stock Option Plan Option Expiry Date”). The Stock Option Plan Option Expiry Date shall occur at the earliest of the date fixed by the Board or the Approval Committee, as the case may be, or the 30th day following the date the person ceases to hold their position other than by reason of death or disability, or sooner as prescribed by the Stock Option Plan.

 

11

 

 

(d) The exercise price at which a stock option may be used to purchase a Common Share shall be determined by the Board or the Approval Committee, as the case may be. The exercise price shall not be less than the market value for the Common Shares, and shall be subject to any adjustments as may be required to secure all necessary approvals of any securities regulatory bodies having jurisdiction over the Company, the Stock Option Plan or the stock option.

     

(e) The stock options are non-assignable and not transferable, except under limited circumstances.

 

Compensation Discussion and Analysis

 

Introduction

 

The Compensation Discussion and Analysis section of this Information Circular sets out the objectives of the Company’s executive compensation arrangements, the Company’s executive compensation philosophy and the application of this philosophy to the Company’s executive compensation arrangements.

 

The Compensation Committee has responsibility for approving the compensation program for the Company's Named Executive Officers and directors. The Compensation Committee acts pursuant to the Compensation Committee Charter, approved by the Board. The purpose of the Compensation Committee is to assist the Board in (i) identifying potential nominees to the Board; (ii) assessing the effectiveness of the directors, the Board and the various committees of the Board and the composition of the Board and its committees; (iii) developing, reviewing and planning the Corporation's approach to corporate governance issues, including the public disclosure of the Corporation's corporate governance practices; (iv) discharging its responsibilities regarding compensation of the Corporation's executives and the members of the Board; and (v) setting objectives for the Chief Executive Officer and evaluating the Chief Executive Officer's performance. The Compensation Committee also performs such other activities as are consistent with the Compensation Committee Charter, the Company's by-laws, and applicable legislation and applicable guidelines which the Board deems necessary or appropriate for the fulfilment of the Compensation Committee's duties and responsibilities.

 

When determining the compensation arrangements for the Named Executive Officers and directors, the Board, acting on the advice of the Compensation Committee, considers the objectives of: (i) retaining executives critical to the success of the Company and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and shareholders of the Company; and (iv) rewarding performance, both on an individual basis and with respect to the business in general.

 

Benchmarking

 

In determining the compensation level for each executive, the Board, acting on the advice of the Compensation Committee, looks at factors such as the relative complexity of the executive’s role within the organization, the executive’s performance and potential for future advancement, the compensation paid by other companies in the same industry as the Company, and pay equity considerations.

 

Elements of Compensation

 

The compensation paid to the Named Executive Officers and directors in any year consists of three (3) primary components:

 

(a) base salary;

 

(b) annual short-term incentive bonuses; and

 

(c) long-term incentives.

 

12

 

 

The Company believes that making a significant portion of the Named Executive Officers’ and directors’ compensation based on a base salary, long-term incentives and incentive bonuses supports the Company’s executive compensation philosophy, as these forms of compensation allow those most accountable for the Company’s long-term success to acquire and hold the Company’s shares. The key features of these three primary components of compensation are discussed below:

 

  1. Base Salary

 

Base salary recognizes the value of an individual to the Company based on his or her role, skill, performance, contributions, leadership and potential. It is critical in attracting and retaining executive talent in the markets in which the Company competes for talent. Base salaries for the Named Executive Officers and directors are reviewed annually. Any change in the base salary of a Named Executive Officer or a director is generally determined by an assessment of such executive’s performance, a consideration of competitive compensation levels in companies similar to the Company and a review of the performance of the Company as a whole and the role such executive officer played in such corporate performance.

 

  2. Short-Term Incentives

 

The Company grants short-term incentive awards to Named Executive Officers and directors on an individual basis, in the form of annual cash bonuses, which are intended to motivate and reward executives for achieving and surpassing annual corporate and individual goals approved by the Board. The Company believes that performance-based bonuses promote the Company’s overall compensation objectives by tying a meaningful portion of an executive’s compensation to the overall growth of the Company’s business, thereby aligning the interests of executives with the interests of Shareholders and other stakeholders. All short-term incentive bonuses are discretionary, awarded at the sole discretion of the Company.

 

  3. Long-Term Incentives

 

The Company’s executives and other employees and consultants, are eligible to participate in the long-term incentive program of the Company, comprised of options issued pursuant to the Stock Option Plan. The purpose of the long-term incentive program is to promote greater alignment of interests between employees and Shareholders and other stakeholders, and to support the achievement of the Company’s longer-term performance objectives, while providing a long-term retention element.

 

The Company does not have any policies which permit or prohibit a Named Executive Officer or director to purchase financial instruments.

 

Termination and Change of Control Benefits and Management Contracts

 

Except as disclosed below, there are no contracts, agreements, plans or arrangements that provide for payments to a Named Executive Officer or director at, following or in connection with respect to change of control of the Company, or severance, termination or constructive dismissal of or a change in a Named Executive Officer’s or director’s responsibilities.

 

Pursuant to an executive employment agreement, effective January 1, 2019, between the Company and Harkirat (Raj) Grover (the “Grover Agreement”), Mr. Grover may terminate his employment with the Company for any reason by giving a minimum of one hundred and twenty (120) days written notice to the Company. In the event the Company chooses to waive the 120 days written notice period, in whole or in part, Mr. Grover is entitled to receive pay in lieu of notice for the remainder of the notice period which was not worked, paid on the basis of his base salary only. The Grover Agreement also provides that the Company may terminate Mr. Grover’s employment without cause by payment of a lump sum equal to the greater of: (i) two (2) times the sum of Mr. Grover’s annual base salary, annual value of perquisites and annualized value of benefit plans; and (ii) the value of one and one half (11/2) months of Mr. Grover’s annual base salary for each complete year of service from the commencement of Mr. Grover’s employment as President of Smoker’s Corner (July 1, 2009) and two (2) times the sum of the annual value of perquisites and annualized value of benefit plans. For illustration purposes, assuming (i) that Mr. Grover’s employment is terminated without notice by the Company, (ii) that Mr. Grover’s annual base salary, annual value of perquisites and annualized value of benefit plans is $350,000, and (iii) that, pursuant to the Grover Agreement, Mr. Grover is entitled to two (2) times his base salary, annual value of perquisites and annualized value of benefit plans at the time of such termination, the Company estimates that Mr. Grover may be entitled to a lump sum payment of approximately $700,000.

 

13

 

 

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

 

The following table sets forth securities of the Company that are authorized for issuance under equity compensation plans as at the end of the Company’s most recently completed fiscal year, ending October 31, 2019.

 

Plan Category   Number of
Common Shares
to be Issued
Upon Exercise of
Outstanding 
Options,
Warrants
and Rights.
    Weighted
Average
Exercise
Price of
Outstanding
Options,
Warrants
and Rights
    Number of
Common
Shares
Remaining
Available for
Issuance
Under Equity
Compensation
Plans
(Excluding
Outstanding
Securities
Reflected in
Column 1)
 
Equity compensation plans approved by securityholders     10,610,000     $ 0.50       13,028,028 (1)
Equity compensation plans not approved by securityholders     N/A       N/A       N/A  
Total:     10,610,000       N/A       13,028,028  

 

Notes:

 

1. The maximum number of stock options available for grant under the Stock Option Plan is, in the aggregate, 10% of the Company’s issued and outstanding Common Shares from time to time.

 

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

 

None of the directors of the Company, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other Management are indebted to the Company as of the date hereof or were indebted to the Company at any time during the fiscal year ended October 31, 2019.

 

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

 

Management is not aware of any material interest, direct or indirect, of any informed person of the Company, or any associate or affiliate of any such informed person, in any transaction since the commencement of the Company’s fiscal year ended October 31, 2019 or in any proposed transaction, that has materially affected or would materially affect the Company.

 

PARTICULARS OF MATTERS TO BE ACTED UPON

 

1. Financial Statements

 

The audited financial statements of the Company for the year ended October 31, 2019 and the report of the auditor thereon will be received at the Meeting. No vote will be taken on the financial statements. The audited financial statements of the Company and the report of the auditor have been provided to each Shareholder entitled to receive a copy of the Notice of Meeting and this Information Circular and who requested a copy of the audited financial statements and the report of the auditor thereon. The financial statements are also available on SEDAR at www.sedar.com.

 

Reappointment of Auditor

 

MNP LLP has acted as the Company’s auditor since December 7, 2018. The directors propose to nominate MNP LLP as the auditor of the Company, to hold office until the earlier of the close of the next annual meeting of Shareholders or their removal by the Company, at a remuneration to be fixed by the Audit Committee. Approval of the appointment of the auditor will require a majority of the votes cast in respect thereof by Shareholders present in person or by proxy at the Meeting.

 

14

 

 

Absent contrary instructions, Common Shares represented by proxies in favour of the Management nominees will be voted in favour of reappointing MNP LLP as auditor of the Company until the earlier of the close of the next annual meeting of Shareholders or their removal by the Company, at a remuneration to be fixed by the Audit Committee.

 

2. Fixing the Number of Directors

 

The term of office for each director is from the date of the Meeting at which he is elected until the annual meeting next following or until his or her successor is duly elected or appointed. At the Meeting, the Shareholders will be asked to consider and, if thought fit, approve an ordinary resolution fixing the number of directors to be elected at the Meeting at five (5).

 

Absent contrary instructions, Common Shares represented by proxies in favour of the Management nominees will be voted in favour of fixing of the size of the Board at five (5).

 

  3. Election of Directors

 

At the Meeting, a board of five (5) directors will be proposed to be elected for a term that will expire upon the earlier of the next annual meeting of Shareholders or upon their successor being duly elected or appointed, unless his or her office is earlier vacated (the “Proposed Board”). Management has been informed that each of the proposed nominees listed below is willing to serve as a director if elected.

 

The following table sets forth certain information regarding the Proposed Board, their respective positions with the Company, principal occupations or employment during the last five years, the dates on which they became directors of the Company and the approximate number of Common Shares beneficially owned by them, directly or indirectly, or over which control or direction is exercised by them as of the Effective Date.

 

Name of Nominee, Current
Position with the Company,
and Province/State and
Country of Residence
  Occupation, Business or
Employment(1)
  Director Since   Number of
Voting
Securities(2)
 

Harkirat (Raj) Grover(3) (4)

Director, President and CEO
Alberta, Canada

  Mr. Grover is the founder of High Tide Inc., and has served as President and Chief Executive Officer, and as Executive Chairman of the Board since incorporation of the Company in February, 2018. Since 2009, Mr. Grover has served as a director and officer of Famous Brandz Inc. (formerly named 2484875 Ontario Inc. until October 1, 2015, and Cannabrand Inc. until August 29, 2016), RGR Canada Inc., Canna Cabana Ltd., Kush West Distribution Inc., KushBar Inc., and Smoker’s Corner Ltd., each of which are wholly-owned subsidiaries of High Tide Inc.   February 8, 2018     97,177,371 (6)

 

15

 

 

Name of Nominee, Current
Position with the Company,
and Province/State and
Country of Residence
  Occupation, Business or
Employment(1)
  Director Since   Number of
Voting
Securities(2)
 

Nitin Kaushal (5) (3)
Director
Ontario, Canada

  Mr. Kaushal currently serves as Managing Director, Corporate Finance at PwC Canada, and has over 30 years of finance and investment expertise. Mr. Kaushal has held a number of senior roles with Canadian investment banks as well as various roles within the private equity/venture capital industry. He sits on the boards of numerous public and private companies. Mr. Kaushal holds a Bachelor of Science (Chemistry) degree from the University of Toronto, and possesses in-depth knowledge of the cannabis industry.   October 16, 2018     55,555  
                 

Arthur Kwan (5) (3) (4)
Director
Alberta, Canada

  Mr. Kwan is the President & CEO of CannaIncome Fund, a private investment firm focused on the cannabis sector.  He began his investment career in 1997 with TD Asset Management and brings over 20 years of investment banking, capital markets, and private equity experience.  Mr. Kwan has since held increasingly senior investment banking positions with Scotia Capital, PI Financial, and Paradigm Capital, where he was Managing Director, Investment Banking.   August 24, 2018     1,091,355  
                 

Nader Ben Aissa(5) (4)
Director
Alberta, Canada

  Mr. Ben Aissa is a lawyer at Hooey and Company Lawyers in Calgary, Alberta, and specializes in commercial law with a wide range of experience in corporate governance, equity financing, and mergers and acquisitions.   August 24, 2018     27,777  
                 

Binyomin Posen
Director
Alberta, Canada

 

  Mr. Posen is a Senior Analyst at Plaza Capital, where he focuses on corporate finance, capital markets and helping companies go public. After three and a half years of studies overseas, he returned to complete his baccalaureate degree in Toronto. Upon graduating (on the Dean’s List) he began his career as an analyst at a Toronto boutique investment bank where his role consisted of raising funds for IPOs and RTOs, business development for portfolio companies and client relations.   July 24, 2019     3,500  

 

Notes:

 

1. Information furnished by the respective director nominees.
2. Voting securities of the Company beneficially owned, or controlled or directed, directly or indirectly as of the Effective Date. Information regarding voting securities held does not include voting securities issuable upon the exercise of options, warrants or other convertible securities of the Company. Information in the table above is derived from the Company’s review of insider reports filed with System for Electronic Disclosure by Insiders (SEDI) and from information furnished by the respective director nominees.
3. Member of Nomination and Corporate Governance Committee.
4. Member of Compensation Committee.
5. Member of the Audit Committee.

 

16

 

 

6. Includes 59,123,299 Common Shares directly owned by Mr. Grover, as well as the following Common Shares, beneficially owned by Mr. Grover: (i) 4,119,852 Common Shares held by Grover Family Trust, a non-arm’s length entity to Mr. Grover, (ii) 11,263,311 Common Shares held by 2088550 Alberta Ltd., an entity wholly owned by Mr. Grover and his spouse, Roza Grover, (iii) 106,489 Common Shares held by Grover Investments Inc., an entity wholly owned by Mr. Grover and Ms. Grover, and (iv) 22,564,420 Common Shares held by Ms. Grover.

 

Corporate Cease Trade Orders or Bankruptcies

 

No member of the Proposed Board is, or has been, within the past 10 years before the date hereof, a director or executive officer of any issuer that, while that person was acting in that capacity: (i) was the subject of a cease trade or similar order or an order that denied the issuer access to any exemption under securities legislation for a period of more than 30 consecutive days; or (ii) was subject to an event that resulted, after the person ceased to be a director or executive officer, in the issuer being the subject of a cease trade or similar order or an order that denied the issuer access to any exemption under securities legislation for a period of more than 30 consecutive days.

 

No member of the Proposed Board is, or has been, within the past 10 years before the date hereof, a director or executive officer of any issuer that, while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

 

Personal Bankruptcies

 

No member of the Proposed Board has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold such person’s assets.

 

Penalties or Sanctions

 

No member of the Proposed Board has: (i) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, other than penalties for late filing of insider reports; or (ii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable Shareholder in deciding whether to vote for a proposed director.

 

It is the intention of the persons named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote such proxies FOR the election of each of the members of the Proposed Board specified above as directors of the Company, to serve for a term that will expire upon the earlier of the next annual meeting of Shareholders or upon their successor being duly elected or appointed. If, prior to the Meeting, any vacancies occur in the proposed nominees herein submitted, the persons named in the enclosed form of proxy intend to vote FOR the election of any substitute nominee or nominees recommended by Management and FOR each of the remaining proposed nominees.

 

INDICATION OF OFFICER AND DIRECTORS

 

All of the directors and executive officers of the Company have indicated that they intend to vote their Common Shares in favour of each of the above resolutions. In addition, unless authority to do so is indicated otherwise, the persons named in the enclosed form of proxy intend to vote the Common Shares represented by such proxies in favour of each of the above resolutions.

 

17

 

 

ADDITIONAL INFORMATION

 

Additional information relating to the Company is on SEDAR at www.sedar.com. Shareholders may contact the Company at Unit 112, 11127 - 15 Street N.E., Calgary, Alberta, T3K 2M4, Attention: CEO, to request copies without charge of the Company’s financial statements and MD&A.

 

Financial information is provided in the Company’s comparative financial statements and MD&A for the fiscal year ended October 31, 2019, which is filed on SEDAR.

 

OTHER MATTERS

 

Management is not aware of any other matter to come before the Meeting other than as set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

 

The contents of this Information Circular and its distribution to Shareholders have been approved by the Board.

 

18

 

 

DATED at Calgary, Alberta, June 19, 2020.  
   
BY ORDER OF THE BOARD OF DIRECTORS  
   
/s/ “Harkirat (Raj) Grover”  
Harkirat (Raj) Grover  
President, Chief Executive Officer, and Director  

 

 

 

 

SCHEDULE “A”

AUDIT COMMITTEE CHARTER

 

See attached.

 

 

 

 

 

EXHIBIT 99.54

 

HIGH TIDE INC.

PROXY

 

FOR USE AT THE

ANNUAL GENERAL & SPECIAL

MEETING

OF SHAREHOLDERS

JULY, 30 2020

 

 

This proxy is solicited on behalf of the management of HIGH TIDE INC. (the “Company”). The undersigned, being a shareholder of the Company hereby appoints, HARKIRAT (RAJ) GROVER, President, Chief Executive Officer and Director of the Company, or failing him, RAHIM KANJI, Chief Financial Officer, or instead of either of them, _____________________________________________________, as proxyholder for and on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the annual general and special meeting of the shareholders of the Company to be held in the offices of High Tide Inc., Unit 112, 11127-15 Street N. E. Calgary, Alberta ON July 30, 2020 at 10:00 am (Calgary Time) (the “Meeting”), and at any adjournment or adjournments thereof, to the same extent and with the same power as if the undersigned were personally present at the Meeting or such adjournment or adjournments thereof. The undersigned hereby directs the proxyholder to vote the securities of the Company recorded in the name of the undersigned as specified herein.

 

1.

FOR

WITHHOLD

The appointment of MNP LLP as auditor of the Company for the ensuing year and to authorize the board of directors of the Company to fix the auditor’s remuneration.
       
2.

FOR

WITHHOLD

To pass, with or without variation, an ordinary resolution fixing the number of directors of the Company at five (5).
       
3.

FOR

WITHHOLD

The election of Harkirat (Raj) Grover as a director of the Company.
       
4.

FOR

WITHHOLD


The election of Nitin Kaushal as a director of the Company.
       
5.

FOR

WITHHOLD

The election of Arthur Kwan as a director of the Company.
       
6.

FOR

WITHHOLD

The election of Nader Ben Aissa as a director of the Company.
       
7.

FOR

WITHHOLD

The election of Binyomin Posen as a director of the Company.

 

If any amendments or variations to the matters referred to above or to any other matters identified in the notice of meeting are proposed at the Meeting or any adjournment or adjournments thereof, or if any other matters which are not now known to management should properly come before the Meeting or any adjournment or adjournments thereof, this proxy confers discretionary authority on the person voting the proxy to vote on such amendments or variations or such other matters in accordance with the best judgment of such person. To be valid, this proxy must be received by the Company’s transfer agent, Capital Transfer Agency ULC, 390 Bay Street, Suite 920, Toronto, Ontario, M5H 2Y2, Fax Number: 416.350.5008, not later than 48 hours, excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario, prior to the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

 

This proxy revokes and supersedes all proxies of earlier date.

 

DATED this              day of                           , 2020.

 

Online Voting Instructions:   Signature of Shareholder
   
   
  Name of Shareholder (Please Print)
   
   
  Number of Shares Held

 

 

 

NOTES AND INSTRUCTIONS

 

THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY

 

1.          The shares represented by this proxy will be voted. Where a choice is specified, the proxy will be voted as directed. Where no choice is specified, this proxy will be voted in favour of the matters listed on the proxy. The proxy confers discretionary authority on the above-named person to vote in his or her discretion with respect to amendments or variations to the matters identified in the notice of meeting accompanying the proxy or such other matters which may properly come before the Meeting.

 

2.          Each shareholder has the right to appoint a person other than the management designees specified above to represent them at the Meeting. Such right may be exercised by inserting in the space provided the name of the person to be appointed, who need not be a shareholder of the Company.

 

3.          Each shareholder must sign this proxy. Please date the proxy. If the shareholder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized.

 

4.          If the proxy is not dated in the space provided, it is deemed to bear the date of its mailing to the shareholders of the Company.

 

5.          If the shareholder appoints any of the persons designated above, including persons other than the management designees, as proxy to attend and act at the Meeting:

 

(a) the shares represented by the proxy will be voted in accordance with the instructions of the shareholder on any ballot that may be called for;

 

(b) where the shareholder specifies a choice in the proxy with respect to any matter to be acted upon, the shares represented by the proxy shall be voted accordingly; and

 

(c) IF NO CHOICE IS SPECIFIED WITH RESPECT TO THE MATTERS LISTED ABOVE, THE PROXY WILL BE VOTED FOR SUCH MATTERS.

 

 

EXHIBIT 99.55

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT 99.56

 

SECURITY AGREEMENT

 

THIS SECURITY AGREEMENT is made as of July 22, 2020 is made:

 

BY:

 

HIGH TIDE INC.

 

(the “Obligor”)

 

AND EACH OF:

 

RGR CANADA INC.

 

CANNA CABANA INC.

 

KUSH WEST DISTRIBUTION INC.

 

HT GLOBAL IMPORTS INC.

 

CANNA CABANA (SK) INC.

 

FAMOUS BRANDZ INC.

 

(collectively, the “Guarantor Subsidiaries”)

 

(the Obligor and the Guarantor Subsidiaries, individually and/or together, as the context requires, the “Debtor”)

 

IN FAVOUR OF:

 

THE SECURED PARTY (as defined in clause 1.1.15)

 

1. SECURITY INTEREST

 

1.1. For value received, the Debtor hereby grants to the Secured Party, by way of a mortgage, charge, assignment and transfer, a security interest in all of the Debtor’s presently owned and hereafter acquired right, title and interest in and to all Goods (including all accessories, attachments, additions and Accessions thereto, but provided however that, to the extent that the Secured Party is prohibited from taking possession of or obtaining a security interest in any such Goods pursuant to applicable federal and provincial law governing cannabis (including, without limitation, in the Debtor’s cannabis inventory), such Goods shall be excluded, solely to the extent of the said prohibition), Chattel Paper, Documents of Title (whether negotiable or not), Instruments, Intangibles, Money and Investment Property, and all Proceeds thereof and therefrom, renewals thereof, Accessions thereto and substitutions therefore including, without limitation:

 

1.1.1 Equipment (other than Inventory) of whatsoever nature and kind and wheresoever situate, including, without limitation, all machinery, tools, apparatus, plant, furniture, fixtures and vehicles of whatsoever nature and kind;

 

1.1.2 book accounts and book debts and generally all Accounts, debts, dues, claims, choses in action and demands of every nature and kind howsoever arising or secured including letters of credit, letters of guarantee and advices of credit, which are now due, owing or accruing or growing due to or owned by or which may hereafter become due, owing or accruing or growing due to or owned by the Debtor (all of which are herein collectively called the “Book Debts”);

 

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1.1.3 deeds, documents, writings, papers, books of account and other books relating to or being records of Book Debts, Chattel Paper or Documents of Title or by which such are or may hereafter be secured, evidenced, acknowledged or made payable;

 

1.1.4 contractual rights and insurance claims and all goodwill, patents, trademarks, copyrights and other intellectual and industrial property, warranties, guarantees, indemnities;

 

and all other personal property in which the Debtor has rights.

 

1.2. In this Security Agreement:

 

1.2.1 Account Debtor” has the meaning ascribed to such term in clause 3.1.5;

 

1.2.2 Adhesion Agreement” means the adhesion agreement in the form attached hereto as Schedule “C”;

 

1.2.3                                                                 ;

 

1.2.4 Book Debts” has the meaning ascribed to such term in clause 1.1.2;

 

1.2.5 Collateral” means the personal property described in clause 1.1, and unless the context otherwise requires, shall be deemed to be a reference to Collateral as a whole or any part thereof;

 

1.1.1 Debentures” means, collectively, (i) the secured debenture of the Obligor dated July 22, 2020, issued to                     , and (ii) the Other Debentures, in each case as amended, supplemented or replaced from time to time;

 

1.1.2 Debtor” and the personal pronoun “it” or “its” and any verb relating thereto and used therewith shall be read and construed as required by and in accordance with the context in which such words are used depending upon whether the Debtor is one or more corporations and, if more than one Debtor executes this Security Agreement, this Security Agreement shall apply and be binding upon each of them and all covenants and obligations hereunder shall be joint and several;

 

1.1.3 Debts” means, with respect to any person or entity: (i) an obligation of such person or entity for borrowed money; (ii) an obligation of such person or entity evidenced by a note, bond, debenture or other similar instrument; (iii) an obligation of such person or entity for the deferred purchase price of property or services, excluding trade payables and other accrued current liabilities incurred in the ordinary course of business in accordance with customary commercial terms; (iv) a capitalized lease obligation of such person or entity; (v) a guarantee, indemnity, or financial support obligation of such person or entity, determined in accordance with generally accepted accounting principles; (vi) an obligation of such person or entity, or of any other person or entity, secured by a Lien on any property of such person or entity, even though such person or entity has not otherwise assumed or become liable for the payment of such obligation; (vii) an obligation arising in connection with an acceptance facility or letter of credit issued for the account of such person or entity; or (viii) a share in the capital of such person or entity that is redeemable by such person or entity either at a fixed time or on demand by the holder of such share (valued at the maximum purchase price at which such person or entity may be required to redeem, repurchase or otherwise acquire such share);

 

1.1.4 Indenture” means the debenture indenture dated as of December 12, 2018, and entered into by and between the Obligor and Capital Transfer Agency ULC;

 

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1.1.5 Lien” means any mortgage, charge, pledge, hypothecation, security interest, assignment, encumbrance, lien (statutory or otherwise), charge, title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature, or any other arrangement or condition that in substance secures payment or performance of an obligation;

 

1.1.6 Majority Secured Party” means one or more Secured Party, together, holding not less than fifty one percent (51%) of the Obligations from time to time secured under this Security Agreement;

 

1.1.7 Obligations” has the meaning ascribed to such term in clause 2.1;

 

1.1.8 Original Indenture Debenture” means the unsecured convertible debenture of the Obligor issued pursuant to the Indenture;

 

1.1.9 Original Indenture Debentureholders” means, collectively, the holders of unsecured convertible debenture of the Obligor issued pursuant to the Indenture;

 

1.1.10 Other Debentures” means, collectively, all secured convertible debentures of the Obligor from time to time issued to the Original Indenture Debentureholders in replacement of their respective Original Indenture Debenture, and having the same material terms as the                               Debenture, and all other secured convertible debentures of the Obligor from time to time issued to other persons or entities;

 

1.1.11 Other Holders” means, collectively, the holders of the Other Debentures;

 

1.1.12 Permitted Debt” shall mean:

 

(a) the Obligations;

 

(b) unsecured indebtedness to trade creditors in the ordinary course of business;

 

(c) indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business;

 

(d) any Debt of the Debtor, provided that (i) prior written notice has been given to the Secured Party in respect of such Debt, and the rights of the holder of such Debt are subordinated to all rights of the Secured Party under or in respect of the Obligations and Security pursuant to a subordination agreement, and (ii) the Debtor shall not increase any such Debt without providing prior written notice to the Secured Party;

 

(e) any intercompany Debt among the Debtors;

 

(f) any Debt of the Debtor described in Schedule “A” to this Security Agreement;

 

(g) subject to the Senior Lender’s written consent, any Debt of any person or entity that becomes a subsidiary of the Debtor;

 

(h) the Senior Debt; and

 

(i) any indebtedness ranking subordinate to the Security;

 

(j) any re-financings, renewals and extensions of any of the foregoing;

 

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1.1.13 Permitted Liens” means:

 

(a) a Lien for taxes, levies, assessments or governmental charges:

 

(i) which are not due or delinquent at that time; or

 

(ii) the validity of which is being contested by the Debtor diligently and in good faith;

 

(b) the Lien of any judgment rendered, or order filed, against the property and assets of the Debtor which the Debtor is contesting diligently and in good faith at that time:

 

(i) in respect of which the Debtor has set aside a reserve sufficient to pay such judgment or claim in accordance with generally accepted accounting principles; or

 

(ii) which are not material, having regard to the assets and properties of the Debtor;

 

(c) a Lien, privilege or other charge imposed or permitted by law (such as, without limitation, a carrier’s lien, builder’s lien or materialmen’s lien) which either:

 

(i) relates to obligations not due or delinquent at that time; or

 

(ii) at such time is not a material risk to assets of the Debtor whether because no steps or proceedings to enforce the Lien, privilege or charge have been initiated at that time or because the value of the assets of the Debtor affected thereby is not material to such Debtor;

 

(d) an undetermined or inchoate Lien, privilege or charge arising in the ordinary course of its current operations:

 

(i) which has not been filed pursuant to law against the Debtor or the property or assets of the Debtor at that time;

 

(ii) in respect of which no steps or proceedings to enforce such Lien, privilege or charge have been initiated at that time;

 

(iii) which relates to obligations which are not due or delinquent at that time; or

 

(iv) if, at such time, such Lien, privilege or charge does not pose a material risk to the property and assets of the Debtor whether because no steps or proceedings to enforce the Lien, privilege or charge have been initiated at that time or because the value of such assets of such Debtor affected thereby is not material to such Debtor;

 

(e) cash, marketable securities or bonds deposited in connection with bids or tenders, deposited with a court as security for costs in any litigation, deposited to secure workers’ compensation or unemployment insurance liabilities or deposited to secure the performance of statutory obligations not to exceed CDN $500,000 in the aggregate (among the Debtors, taken together) outstanding at any time;

 

(f) Liens securing the performance of statutory obligations, surety or performance bonds, and other obligations of like nature incurred in the ordinary course of business of the Debtor;

 

(g) subject to the Senior Lender’s written consent, any Lien registered against any person or entity that becomes a subsidiary of the Debtor;

 

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(h) Liens securing Permitted Debt and subordinated third party Debt provided that such Liens rank subordinate to the Security;

 

(i) Liens permitted under, or arising in connection with, the Senior Loan Documents;

 

(j) the Liens and guarantees created (or intended to be created) from time to time by this Security Agreement;

 

(k) the Liens described in Schedule “B” to this Security Agreement.; and

 

(l) any renewal, replacement or extension of any of the foregoing;

 

1.1.14 PPSA” means the Personal Property Security Act (Alberta) as amended from time to time, including any amendments thereto and any Act substituted therefor and amendments thereto;

 

1.1.15 Receiver” has the meaning ascribed to such term in clause 8.3.1;

 

1.1.16 Secured Party” means, collectively,                             and all Other Holders who become a party to this Security Agreement by duly executing and delivering to the Obligor an Adhesion Agreement. For the avoidance of doubt, the term “Secured Party” and the personal pronoun “it” or “its” and any verb relating thereto and used therewith shall be read and construed as required by and in accordance with the context in which such words are used depending upon whether the Secured Party is one or more corporations and/or individuals, if more than one Secured Party executes this Security Agreement, this Security Agreement shall apply and be binding upon each of them, provided however that all covenants and obligations of each Secured Party hereunder shall be several;

 

1.1.1 Security” means the grants, mortgages, charges and security interests constituted by the Security Agreement;

 

1.1.2 Senior Debt” means any and all indebtedness and obligations for borrowed money (including, without limitation, principal, premium (if any), interest, fees, charges, expenses, costs, professional fees and expenses, and reimbursement obligations) at any time owing by the Obligor and/or any of its affiliates to the Senior Lender under the Senior Loan Documents (including, without limitation, any extension, renewal, refinancing, debtor-in-possession financing after the commencement of an insolvency proceeding of any such indebtedness and obligations), including, but not limited to, such amounts as may accrue or be incurred before or after default or workout or the commencement of any liquidation, dissolution, bankruptcy, receivership, or reorganization case by or against the Obligor and/or any of its affiliates;

 

1.1.3 Senior Loan Documents” means any loan agreement, guarantee, security agreement, document, promissory note, mortgage, financing statement, or instrument executed by the Obligor and/or any of its affiliates in favor of the Senior Lender pursuant to or in connection with the Senior Debt, as the same may from time to time be amended, modified, supplemented, extended, renewed, restated or replaced in accordance with this Agreement, and, after any refinancing or debtor-in-possession financing of the Senior Debt under the Senior Loan Documents, the applicable refinancing or debtor-in-possession financing documents;

 

1.1.4 Senior Lender” means Windsor Private Capital Partnership, together with any person or entity (whether a financial institution, firm, lender, or otherwise) who replaces, refinances, extends, refunds, renews, or assumes otherwise, any part of the Senor Debt, and their respective successors and permitted assigns;

 

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1.1.5 Senior Rights” means the rights and remedies of the creditors of the Debtor ranking in priority to the Security and/or the rights and remedies of the Secured Party, including, without limitation, the rights and remedies of the Senior Lender (whether existing at law, under the Senior Loan Documents and/or this Security Agreement, or otherwise); and

 

1.1.6 the terms “Goods”, “Chattel Paper”, “Documents of Title”, “Equipment”, “Accounts”, “Consumer Goods”, “Instruments”, “Intangibles”, “Money”, “Investment Property”, “Proceeds”, “Inventory” and “Accessions” and other words and expressions which have been defined in the PPSA shall be interpreted in accordance with their respective meanings given in the PPSA unless otherwise defined herein or unless the context otherwise requires.

 

1.2. The Debtor acknowledges that the security interest granted hereby attaches to the presently owned or held Collateral in which the Debtor has rights forthwith upon execution of this Security Agreement and will attach to hereafter acquired Collateral forthwith upon acquisition by the Debtor of rights in such after acquired Collateral.

 

2. OBLIGATIONS SECURED AND PARI PASSU RANKING

 

2.1. The Security is general and continuing security for payment, performance and satisfaction of each and every obligation, indebtedness and liability of the Debtor to the Secured Party under or in connection with the Debentures, whether present or future, direct or indirect, absolute or contingent, joint and several, matured or not, extended or renewed, wheresoever and howsoever incurred, and any ultimate unpaid balance thereof, including all future advances and re-advances, interest and all costs, expenses and other monies payable to the Secured Party from time to time pursuant to the Debentures, whether or not referred to in this Security Agreement, and whether the same is from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again (all of which obligations, indebtedness and liabilities are herein collectively called the “Obligations”).

 

2.2. This Security Agreement and the Security are in addition to and not in substitution for any other security interest or security document which the Secured Party may now or from time to time hold or take from the Debtor or from any other person whomsoever.

 

2.3. Notwithstanding anything to the contrary herein, each Secured Party shall have an equal right to the Collateral and the security interests in and to the Collateral constituted hereby, is intended to, and shall rank pari passu.

 

3. REPRESENTATIONS AND WARRANTIES OF THE DEBTOR

 

3.1. The Debtor represents and warrants that:

 

3.1.1 this Security Agreement has been authorized, executed and delivered in accordance with resolutions of the directors (and of the shareholders as applicable) of the Debtor and all other matters and things have been done and performed so as to authorize and make the execution and delivery of this Security Agreement, the creation of the Security and the performance of the Debtor’s obligations hereunder, legal, valid and binding;

 

3.1.2 the Debtor lawfully owns and possesses all presently held Collateral free of all Liens, except for the Security and any Permitted Liens;

 

3.1.3 the Debtor has good and lawful authority to create the security interests in the Collateral as provided by this Security Agreement;

 

3.1.4 Schedule “D” lists the chief executive office of the Debtor; and

 

3.1.5 each Debt, Chattel Paper and Instrument included in Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the “Account Debtor”), and the amount represented by the Debtor to the Secured Party from time to time as owing by each Account Debtor or by all Account Debtors will be the correct amount actually and unconditionally owing by such Account Debtor or Account Debtors, except for normal cash discounts where applicable, and no Account Debtor will have any defense, set off, claim or counterclaim against the Debtor which can be asserted against the Secured Party.

 

3.2. The representations and warranties in clause 3.1 shall be deemed to be continuously repeated so long as this Security Agreement remains in effect.

 

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4. COVENANTS OF THE DEBTOR

 

4.1. The Debtor covenants and agrees that at all times while this Security Agreement remains in effect the Debtor will:

 

4.1.1 defend the Collateral for the benefit of the Secured Party against the claims and demands of all other persons and entities, other than the Senior Lender;

 

4.1.2 not, unless permitted by this Security Agreement or otherwise consented to in writing by the Majority Secured Party:

 

(a) create or permit to exist any Lien against any of the Collateral which ranks or could in any event rank in priority to or pari passu with the Security, except for Permitted Liens;

 

(b) grant, sell, exchange, transfer, assign, lease or otherwise dispose of the Collateral, provided that until default, the Debtor may sell, lease, consign or otherwise deal with Inventory and such other of the Collateral in the ordinary and usual course of its business for the purpose of carrying on its business; or

 

(c) without providing written notice to the Secured Party, increase the Senior Debt or add a new Senior Lender;

 

4.1.3 fully and effectively maintain and keep maintained valid and effective the Security;

 

4.1.4 notify the Secured Party promptly (and in any case within thirty (30) days) of:

 

(a) any change in the information contained herein relating to the Debtor, the Debtor’s name, the Debtor’s business or the Collateral, provided however that, in the event of any proposed change in the name of the Debtor or the chief executive office of the Debtor, the Debtor shall provide the Secured Party with reasonable advanced notice thereof in writing;

 

(b) the details of any significant acquisition of Collateral;

 

(c) the details of any claims or litigation affecting the Debtor or the Collateral;

 

(d) any material loss or material damage to the Collateral;

 

(e) any material default by any Account Debtor in payment or other performance of obligations of the Account Debtor comprised in the Collateral; and

 

(f) the return to, or repossession by, any third party of Collateral;

 

4.1.5 keep the Collateral in good order, condition and will not use the Collateral in violation of the provisions of this Security Agreement or any other agreement relating to the Collateral or any policy insuring the Collateral or any applicable statute, law, by-law, rule, regulation or ordinance;

 

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4.1.6 carry on and conduct the business of the Debtor in a proper and efficient manner and so as to protect and preserve the Collateral and to keep, in accordance with generally accepted accounting principles, consistently applied, proper books of account for the Debtor’s business as well as accurate and complete records concerning the Collateral and, at the Secured Party’s request, mark any and all such records and Collateral so as to indicate the Security;

 

4.1.7 forthwith pay:

 

(a) all obligations to its employees and all obligations to others which relate to its employees when due, including, without limitation, all taxes, duties, levies, government fees, claims and dues related to its employees;

 

(b) all taxes, assessments, rates, duties, levies, government fees, claims and dues lawfully levied, assessed or imposed upon it or the Collateral when due, unless the Debtor shall in good faith contest its obligations so to pay and shall furnish such security as the Secured Party may require; and

 

(c) all Liens which rank or could in any event rank in priority to or pari passu with the Security;

 

4.1.8 prevent the Collateral, except Inventory sold or leased as permitted hereby, from being or becoming an Accession to other property not covered by this Security Agreement;

 

4.1.9 subject to the Senior Rights, deliver to the Secured Party from time to time promptly upon request:

 

(a) any Documents of Title, Instruments, Investment Property and Chattel Paper comprised in or relating to the Collateral;

 

(b) all books of account and all records, ledgers, reports, correspondence, schedules, documents, statements, lists and other writings relating to the Collateral for the purpose of inspecting, auditing or copying the same;

 

(c) all financial statements prepared by or for the Debtor regarding the Debtor’s business;

 

(d) all policies and certificates of insurance relating to the Collateral; and

 

(e) such information concerning the Collateral, the Debtor and Debtor’s business and affairs as the Secured Party may reasonably require;

 

4.1.10 subject to the Senior Rights, forthwith pay all reasonable costs, charges, expenses and legal fees and disbursements (on a solicitor and his own client basis) which may be incurred by the Secured Party in:

 

(a) inspecting the Collateral;

 

(b) negotiating, preparing, perfecting and registering this Security Agreement and other documents, whether or not relating to this Security Agreement;

 

(c) investigating title to the Collateral;

 

(d) taking, recovering, keeping possession of and insuring the Collateral;

 

(e) connection with any disclosure requirements under the PPSA; and

 

(f) all other reasonable and lawful actions and proceedings taken in connection with the preservation of the Collateral and the confirmation, perfection and enforcement of this Security Agreement and any other security for the Obligations held by the Secured Party;

 

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4.1.11 at the Secured Party’s request at any time and from time to time execute and deliver such further and other documents and instruments and do all other acts and things as the Secured Party reasonably requires in order to give effect to this Security Agreement or to confirm and perfect, and maintain perfection of, the Security in favour of the Secured Party;

 

4.1.12 permit the Secured Party and its representatives, at all reasonable times and upon reasonable prior written notice, access to all the Debtor’s property, assets and undertakings and to all its books of account and records for the purpose of inspection and render all assistance necessary for such inspection; and

 

4.1.13 comply with the covenants, terms and conditions applicable to the Debtor set forth in the Debentures.

 

5. ACCOUNTS

 

5.1. After default under this Security Agreement, the Secured Party may, subject to the Senior Rights, notify all or any Account Debtors of the Security and may also direct such Account Debtors to make all payments on the Collateral to the Secured Party.

 

5.2. The Debtor acknowledges that any monies or other forms of payment received by the Debtor from Account Debtors after default under this Security Agreement, shall, subject to the Senior Rights, be received and held by the Debtor in trust for the Secured Party and shall be turned over to the Secured Party forthwith upon request.

 

6. SECURED PARTY ACTIONS

 

6.1. The Debtor hereby authorizes the Secured Party to file such financing statements and other documents and do such acts, matters and things (including completing and adding schedules hereto identifying the Collateral or any Permitted Liens affecting the Collateral or identifying the locations at which the Debtor’s business is carried on and the Collateral and records relating thereto are situate) as the Secured Party may deem appropriate to perfect and continue the Security, to protect and preserve the Collateral and to realize upon the Security and the Debtor hereby irrevocably constitutes and appoints the Secured Party the true and lawful attorney of the Debtor, with full power of substitution, to do any of the foregoing in the name of the Debtor whenever and wherever it may be deemed necessary or expedient by the Secured Party.

 

6.2. If the Debtor fails to perform any of its Obligations hereunder, the Secured Party may, but shall not be obliged to, perform any or all of such Obligations without prejudice to any other rights and remedies of the Secured Party hereunder, and any payments made and any costs, charges, expenses and legal fees and disbursements (on a solicitor and his own client basis) incurred in connection therewith shall, subject to the Senior Rights, be payable by the Debtor to the Secured Party forthwith with interest until paid at the highest rate borne by any of the Obligations and such amounts shall form part of the Obligations and constitute a charge upon the Collateral in favour of the Secured Party prior to all claims subsequent to this Security Agreement but subject to the Senior Rights.

 

7. DEFAULT

 

The Debtor shall be in default under this Security Agreement, unless otherwise agreed in writing by the Secured Party, upon the occurrence of a default or an event of default, under the Debentures or any of the other security documents contemplated by the Debentures.

 

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8. ENFORCEMENT

 

8.1. Subject to applicable law, the Debentures, and the Senior Loan Documents, and the Senior Rights, the Secured Party may make demand for payment at any time when due of any or all of the Obligations, all of which are payable upon demand, and upon any default under this Security Agreement the Secured Party may declare any or all of the Obligations which are not payable on demand to become immediately due and payable.

 

8.2. Upon default under this Security Agreement, the Security will, subject to the Senior Rights, immediately become enforceable.

 

8.3. To enforce and realize on the Security, the Secured Party may, subject to the Debentures and the Senior Loan Documents, take any action permitted by law or in equity, as it may deem expedient, and in particular, without limiting the generality of the foregoing, the Secured Party may do any one or more of the following:

 

8.3.1 appoint by instrument a receiver, receiver and manager or receiver-manager (the person so appointed is herein called the “Receiver”) of the Collateral, with or without bond as the Secured Party may determine, and from time to time in its sole discretion remove such Receiver and appoint another in its stead;

 

8.3.2 enter upon any premises of the Debtor and take possession of the Collateral with power to exclude the Debtor, its agents and its servants therefrom, without becoming liable as a mortgagee in possession;

 

8.3.3 preserve, protect and maintain the Collateral and make such replacements thereof and repairs and additions thereto as the Secured Party may deem advisable;

 

8.3.4 sell, lease or otherwise dispose of or concur in selling, leasing or otherwise disposing of all or any part of the Collateral, whether by public or private sale or lease or otherwise, in such manner, at such price as can be reasonably obtained therefor and on such terms as to credit and with such conditions of sale and stipulations as to title or conveyance or evidence of title or otherwise as to the Secured Party may seem reasonable, provided that the Debtor will not be entitled to be credited with the proceeds of any such sale, lease or other disposition until the monies therefor are actually received; and

 

8.3.5 exercise all of the rights and remedies of a secured party under the PPSA.

 

8.4. A Receiver appointed pursuant to this Security Agreement shall be the agent of the Debtor and not of the Secured Party and, to the extent permitted by law or to such lesser extent permitted by its appointment, shall have all the powers of the Secured Party hereunder, and in addition shall have power to carry on the business of the Debtor and for such purpose from time to time to borrow money either secured or unsecured, and if secured by a security on any of the Collateral, any such security may rank in priority to or pari passu with or behind the Security, and if it does not so specify such security shall rank in priority to the Security.

 

8.5. Any costs, charges and expenses (including legal fees and disbursements on a solicitor and own client basis) incurred by the Secured Party in connection with or incidental to:

 

8.5.1 the exercise by the Secured Party of all or any of the powers granted to it pursuant to this Security Agreement; and

 

8.5.2

the appointment of the Receiver and the exercise by the Receiver of all or any of the powers granted by the Receiver pursuant to this Security Agreement, including the Receiver’s reasonable remuneration and all outgoings properly payable by the Receiver;

 

    shall, subject to the Senior Rights, be payable by the Debtor to the Secured Party forthwith with interest until paid at the highest rate borne by any of the Obligations and such amounts shall form part of the Obligations and constitute a charge upon the Collateral in favour of the Secured Party prior to all claims subsequent to this Security Agreement.

 

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8.6. Subject to applicable law and the the Senior Rights, all amounts realized from the disposition of the Collateral pursuant to this Security Agreement will be applied as the Secured Party, in its sole discretion, may direct as follows:

 

  FIRSTLY: in or toward payment to the Secured Party of all principal and other monies (except interest) unpaid in respect of the Obligations;
     
  SECONDLY: in or toward payment of all costs, charges and expenses referred to in clauses 6.2 and 8.5, and other Obligations owing under this Security agreement;
     
 

THIRDLY:

 

in or toward payment to the Secured Party of all interest remaining unpaid in respect of the Obligations; and
     
  FOURTHLY: subject to the claims, if any, of other creditors of the Debtor, any surplus will be paid to the Debtor.

 

8.7. Notwithstanding anything to the contrary in this Agreement, the Secured Party hereby defers, postpones and subordinates, in all respects, its security constituted by this Security Agreement, including any and all rights and interests of the Secured Party arising pursuant to this Security Agreement, to and in favor of the security granted by the Debtor to the Senior Lender pursuant to the Senior Loan Documents. Notwithstanding the respective dates of attachment or perfection of the respective security of the Senior Lender and the Security, the Secured Party further agrees and acknowledges that the security of the Senior Lender shall at all times be prior and superior to the Security until the Senior Debt is indefeasibly repaid in full. All obligations of the Debtor to the Secured Party under this Agreement are subordinated in right of payment to all payment obligations under the Senior Loan Documents. Notwithstanding anything to the contrary in this Security Agreement, except as expressly permitted under the terms of the postponement and subordination agreement dated July 22, 2020 (the “Postponement and Subordination Agreement”) and entered into by                              , the Senior Lender, and the Added Subordinated Lenders (as defined therein), the Secured Party shall not realize upon or otherwise exercise any right or commence, consent to or join with any other creditor in commencing, any enforcement, receivership, bankruptcy, moratorium, reorganization, readjustment of debt, adjustment of debt, reorganization, compromise, arrangement or any dissolution, receivership, liquidation or other proceedings with respect to the Debtor.

 

9. DEFICIENCY

 

If the amounts realized from the disposition of the Collateral are not sufficient to pay the Obligations in full to the Secured Party, the Debtor will immediately pay to the Secured Party the amount of such deficiency.

 

10. RIGHTS CUMULATIVE

 

All rights and remedies of the Secured Party set out in this Security Agreement are cumulative and no right or remedy contained herein is intended to be exclusive but each will be in addition to every other right or remedy contained herein or in any existing or future general security agreement or now or hereafter existing at law or in equity or pursuant to any other agreement between the Debtor and the Secured Party that may be in effect from time to time.

 

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11. APPOINTMENT OF ATTORNEY

 

Conditional on and effective upon the occurrence of an Event of Default hereunder, the Debtor hereby irrevocably appoints the Secured Party or the Receiver, as the case may be, with full power of substitution, to be the attorney of the Debtor for and in the name of the Debtor to sign, endorse or execute under seal or otherwise any deeds, documents, transfers, cheques, instruments, demands, assignments, assurances or consents that the Debtor is obliged to sign, endorse or execute and generally to use the name of the Debtor and to do all things as may be necessary or incidental to the exercise of all or any of the powers conferred on the Secured Party or the Receiver, as the case may be, pursuant to this Security Agreement.

 

12. LIABILITY OF THE SECURED PARTY

 

12.1. The Secured Party shall not be responsible or liable for any debts contracted by it, for damages to persons or property (other than damages and losses resulting from gross negligence or willful misconduct of the Secured Party and its agents) or for salaries or non-fulfilment of contracts during any period when the Secured Party shall manage the Collateral upon entry or manage the business of the Debtor, as herein provided, nor shall the Secured Party be liable to account as mortgagee in possession or for anything except actual receipts or be liable for any loss or realization or for any default or omission for which a mortgagee in possession may be liable.

 

12.2. The Secured Party shall not be bound to do, observe or perform or to see to the observance or performance by the Debtor of any obligations or covenants imposed upon the Debtor nor shall the Secured Party, in the case of Investment Property, Instruments or Chattel Paper, be obliged to reserve rights against other persons and entities, nor shall the Secured Party be obliged to keep any of the Collateral identifiable.

 

12.3. The Secured Party shall not be obliged to inquire into the right of any person or entity purporting to be entitled under the PPSA to information and materials from the Secured Party by making a demand upon the Secured Party for such information and materials and the Secured Party shall be entitled to comply with such demand and shall not be liable for having complied with such demand notwithstanding that such person or entity may in fact not be entitled to make such demand or where required in order to comply with applicable law or an order of the courts or an administrative or regulatory body having jurisdiction. Notwithstanding the foregoing, in complying with any demand or other request for information and materials, as contemplated by the foregoing, the Secured Party shall not (except where required in order to comply with applicable law or an order of the courts or an administrative or regulatory body having jurisdiction), in any manner whatsoever, disclose to any person or entity any confidential information (including trade secrets) of the Debtor or its affiliates, without the prior written consent of the Debtor (acting reasonably).

 

12.4. The Debtor will indemnify the Secured Party and hold the Secured Party harmless from and against any and all claims, costs, losses, demands, actions, causes of action, lawsuits, damages, penalties, judgments and liabilities of whatsoever nature and kind in connection with or arising out of any representation or warranty given by the Debtor, being untrue, the breach of any term, condition, proviso, agreement or covenant to the Secured Party, or the lawful exercise of any of the rights and or remedies of the Secured Party, or any transaction contemplated in this Security Agreement.

 

12.5. The Debtor hereby waives any applicable provision of law permitted to be waived by it which imposes higher or greater obligations upon the Secured Party than provided in this Security Agreement.

 

13. APPROPRIATION OF PAYMENTS AND OFFSET

 

13.1. Subject to any applicable provisions of the PPSA, the Debentures and the Senior Loan Documents, and the Senior Rights, any and all payments made in respect of the Obligations from time to time and monies realized from any security held therefor (including monies collected in accordance with or realized on any enforcement of this Security Agreement) may be applied to such part or parts of the Obligations as the Secured Party may see fit, and the Secured Party may at all times and from time to time change any appropriation as the Secured Party may see fit or, at the option of the Secured Party, such payments and monies may be held unappropriated in a collateral account or released to the Debtor, all without prejudice to the liability of the Debtor or to the rights of the Secured Party hereunder.

 

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13.2. Without limiting any other right of the Secured Party, whenever any of the Obligations is immediately due and payable or the Secured Party has the right to declare any of the Obligations to be immediately due and payable (whether or not it has so declared), the Secured Party may, in its sole discretion, set off against any of the Obligations any and all monies then owed to the Debtor by the Secured Party in any capacity, whether or not due and to do so even though any charge therefor is made or entered on the Secured Party’s records subsequent thereto, and the Secured Party shall be deemed to have exercised such right to set off immediately at the time of making its decision.

 

14. LIABILITY TO ADVANCE, ETC.

 

14.1. None of the preparation, execution, perfection and registration of this Security Agreement or the advance of any monies shall bind the Secured Party to make any advance or loan or further advance or loan, or renew any note or extend any time for payment of any indebtedness or liability of the Debtor to the Secured Party or extend any term for performance or satisfaction of any obligation of the Debtor to the Secured Party.

 

14.2. Nothing herein contained shall in any way oblige the Secured Party to grant, continue, renew, extend time for payment of or accept anything which constitutes or would constitute Obligations or any of them.

 

15. WAIVER

 

15.1. No delay or omission by the Secured Party in exercising any right or remedy hereunder or with respect to any of the Obligations shall operate as a waiver thereof or of any other right or remedy, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

 

15.2. The Secured Party may from time to time and at any time waive in whole or in part any right, benefit or default under any clause of this Security Agreement but any such waiver of any right, benefit or default on any occasion shall be deemed not to be a waiver of any such right, benefit or default thereafter, or of any other right, benefit or default, as the case may be.

 

16. EXTENSIONS

 

The Secured Party may grant extensions of time and other indulgences, take and give up security, accept compositions, compound, compromise, settle, grant releases and discharges, refrain from perfecting or maintaining perfection of security, and otherwise deal with the Debtor, Account Debtors of the Debtor, sureties and others and with the Collateral and other security as the Secured Party may see fit without prejudice to the liability of the Debtor or the Secured Party’s right to hold and realize on the Security.

 

17. ASSIGNMENT

 

17.1. The Secured Party may, without further notice to the Debtor, at any time mortgage, charge, assign, transfer or grant a security interest in this Security Agreement and the Security.

 

17.2. The Debtor covenants and agrees that the assignee, transferee or secured party of the Secured Party, as the case may be, shall have all of the Secured Party’s rights and remedies under this Security Agreement and the Debtor will not assert any defense, counterclaim, right of set-off or otherwise any claim which it now has or hereafter acquires against the Secured Party in any action commenced by such assignee, transferee or secured party, as the case may be, and will pay the Obligations to the assignee, transferee or secured party, as the case may be, as the Obligations become due.

 

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18. SATISFACTION AND DISCHARGE

 

18.1. Any partial payment or satisfaction of the Obligations, or any ceasing by the Debtor to be indebted to the Secured Party, shall be deemed not to be redemption or discharge of the Security.

 

18.2. The Debtor shall be entitled to a release and discharge of the Security and a return of such of the collateral as may then remain in the possession of the Secured Party, together with any monies at the time held by the Secured Party hereunder upon full and final payment, performance and satisfaction of all Obligations, or the securing of the Obligations to the satisfaction of the Secured Party, and upon written request by the Debtor and payment to the Secured Party of all costs, charges, expenses and legal fees and disbursements (on a solicitor and his own client basis) incurred by the Secured Party in connection with the Obligations and such release and discharge.

 

18.3. The release and discharge of the Security by the Secured Party shall not operate as a release or discharge of any right of the Secured Party to be indemnified and held harmless by the Debtor pursuant to clause 12.4 hereof or of any other right of the Secured Party against the Debtor arising under this Security Agreement prior to such release and discharge.

 

19. NO MERGER

 

This Security Agreement shall not operate so as to create any merger or discharge of any of the Obligations, or any assignment, transfer, guarantee, lien, contract, promissory note, bill of exchange or security in any form held or which may hereafter be held by the Secured Party from the Debtor or from any other person or entity whomsoever. The taking of judgment with respect to any of the Obligations will not operate as a merger of any of the terms, conditions, covenants, agreements or provisos contained in this Security Agreement.

 

20. INTERPRETATION

 

20.1. The invalidity or unenforceability of the whole or any part of any clause of this Security Agreement shall not affect the validity or enforceability of any other clause or the remainder of such clause.

 

20.2. In the event of any conflict or inconsistency between any provision of this Agreement and any provision of the Debentures, the provisions of the Debentures shall prevail to the extent of any such conflict or inconsistency and the provisions of this Agreement shall be deemed to be amended to the extent necessary to eliminate such conflict or inconsistency, it being understood that the purpose of this Agreement is to add to, and not detract from, the rights granted to the Secured Debtor under the Debentures. If any act or omission of the Debtor under the Debentures is expressly permitted under the Debentures but is expressly prohibited under this Agreement, such act or omission shall be permitted. If any act or omission is expressly prohibited under this Agreement, but the Debentures does not expressly permit such act or omission, or if any act is expressly required to be performed under this Agreement but the Debentures does not expressly relieve applicable party from such performance, such circumstance shall not constitute a conflict between the applicable provisions of this Agreement and the provisions of the Debentures.

 

20.3. The headings of the clauses of this Security Agreement have been inserted for reference only and shall not define, limit, alter or enlarge the meaning of any provision of this Security Agreement.

 

20.4. When the context so requires, the singular shall be read as if the plural were expressed and the provisions hereof shall be read with all grammatical changes necessary dependent upon the person referred to being a male, female, firm or corporation.

 

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21. NOTICE

 

21.1. All notices and other communications provided for herein shall be in writing and shall be personally delivered to an officer or a responsible employee of the Debtor or the Secured Party, as the case may be, or sent by facsimile or other direct electronic means, charges prepaid, as follows:

 

  In the case of the Debtors:

High Tide Inc.

Unit 112, 11127 - 15 Street N.E.

Calgary, Alberta, T3K 2M4

     
    Attention: Raj Grover, Chief Executive Officer
    Email:                                     
  With a copy to  
   

Garfinkle Biderman LLP

1 Adelaide Street East, Suite 801,

Toronto, Ontario, M5C 2V9

     
    Attention: Shimmy Posen
    Email:                      
     
 

In the case of the Secured Party:

 

 

                                                 

                     

                                                 

 

Attention:                      

E-mail:                                                  

     
 

With a copy to

                     

                                                                                          

                                                 

 

Any notice given personally or by courier will be deemed to have been received at the time of delivery. Any notice given by first class prepaid registered mail will be deemed to have been given and received on the third day following the day on which it was sent, provided that, in the event of any actual or threatened disruption of postal service, such notice shall be delivered personally or by courier. If the day on which such notice is received is a Saturday, Sunday or statutory holiday, then the date of receipt will be deemed to be the next business day following the Saturday, Sunday or statutory holiday.

 

21.2. Each Secured Party hereby designates                            as the agent for receipt and delivery of any notice required pursuant to this Security Agreement, and                            covenants in favour of each other Secured Party to forthwith forward to each other Secured Party each notice it receives on behalf of the Secured Party hereunder. Each other Secured Party hereby waives, and releases and agrees to hold harmless                            and its officers, directors, and employees, of, from and against, any and all losses, damages, liabilities, obligations, penalties, fees, costs and expenses of any nature and kind whatsoever (including, without limitation, reasonable attorneys’ fees, costs and expenses) (collectively, “Claims”) incurred as a result of or arising from or relating to or in connection with,                           acting as the agent for receipt and delivery of any notice to the Secured Party required pursuant to this Security Agreement, other than any Claims resulting from the fraud, gross negligence, or willful misconduct of                          .

 

21.3. The Obligor covenants in favour of                          , to forthwith forward to                           each Adhesion Agreement received by the Obligor hereunder.

 

22. VARIATION

 

No modification, variation or amendment of any provision of this Security Agreement shall be made except by written agreement, executed by the parties hereto and no waiver of any provision hereof shall be effective unless in writing.

 

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23. ENUREMENT

 

This Security Agreement shall enure to the benefit of the Secured Party and its successors and assigns and shall be binding upon the Debtor and its successors and permitted assigns.

 

24. COPY OF AGREEMENT AND FINANCING STATEMENT

 

The Debtor hereby acknowledges receiving a copy of this Security Agreement, and waives all rights to receive from the Secured Party a copy of any financing statement, financing change statement or verification statement filed at any time or from time to time in respect of this Security Agreement.

 

25. CONSOLIDATION

 

The doctrine of consolidation applies to this Security Agreement and to all other mortgages and charges granted by the Debtor in favour of the Secured Party.

 

26. GOVERNING LAW

 

This Security Agreement shall be governed by and construed in accordance with the laws of Alberta. For the purpose of legal proceedings this Security Agreement shall be deemed to have been made in the Province and to be performed there and the courts of Alberta shall have jurisdiction over all disputes which may arise under this Security Agreement and the Debtor hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts, provided always that nothing herein contained shall prevent the Secured Party from proceeding at its election against the Debtor in the courts of any other Province, country or jurisdiction.

 

[Remainder of Page intentionally left blank. Signature page follows.]

 

  16   

 

IN WITNESS WHEREOF the parties have executed this Security Agreement on the day and year first above written.

 

HIGH TIDE INC.   AURORA CANNABIS INC.
         
Per:      Per:   
  Name: Raj Grover
Title: President & Chief Executive Officer
I have the authority to bind the corporation
    Name:                      
Title:                                           
I have the authority to bind the corporation
         
RGR CANADA INC.   CANNA CABANA (SK) INC.
         
Per:     Per:  
  Name: Raj Grover
Title: Authorized Signatory
I have the authority to bind the corporation
    Name: Raj Grover
Title: Authorized Signatory
I have the authority to bind the corporation

CANNA CABANA INC.   FAMOUS BRANDZ INC.

Per:     Per:  
  Name: Raj Grover
Title: Authorized Signatory
I have the authority to bind the corporation
    Name: Raj Grover
Title: Authorized Signatory
I have the authority to bind the corporation

KUSH WEST DISTRIBUTION INC.   HT GLOBAL IMPORTS INC.

Per:     Per:  
  Name: Raj Grover
Title: Authorized Signatory
I have the authority to bind the corporation
    Name: Raj Grover
Title: Authorized Signatory
I have the authority to bind the corporation

 

     

 

Schedule “A”
PERMITTED DEBT

 

[Redacted for confidentiality reasons.]

 

     

 

Schedule “B”
PERMITTED LIENS

 

[Redacted for confidentiality reasons.]

 

     

 

Schedule “C”
ADHESION AGREEMENT

 

  TO: High Tide Inc. (the “Obligor”)
     
RE: The security agreement dated July 22, 2020 (the “Security Agreement”) and entered into by and between the Obligor, RGR Canada Inc., Smoker’s Corner Ltd., Canna Cabana Inc., Kush West Distribution Inc., HT Global Imports Inc., Canna Cabana (Sk) Inc., Famous Brandz Inc., and the Secured Party (as defined therein)

 

1) The undersigned (herein referred to as, the “Joining Party”), by its execution of this Adhesion Agreement, hereby (i) joins and becomes a “Secured Party” under the Security Agreement, and (ii) acknowledges that it has received and reviewed a copy of the Security Agreement and all other documents and instruments it deems fit to enter into this Adhesion Agreement, and (iii) acknowledges and agrees to (A) be bound by all covenants, agreements, representations, warranties, indemnities and acknowledgments attributable to the Joining Party under the Security Agreement, and (B) perform all obligations and duties required and be entitled to all the benefits of the Joining Party pursuant to the Security Agreement, in each case as if it had been an original signatory thereto and to give full force and effect to the intent of the Security Agreement.

 

2) The Joining Party hereby represents and warrants to the parties to the Security Agreement that this Adhesion Agreement has been duly authorized, executed and delivered by it and constitutes the legal, valid and binding obligation of the Joining Party, enforceable against it in accordance with its terms.

 

3) The Joining Party agrees to execute and deliver such other instruments and documents and take such other action, as the Obligor may reasonably request, in connection with the transactions contemplated by this Adhesion Agreement.

 

4) This Adhesion Agreement (i) shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, and (ii) may be executed in separate counterparts (including by electronic means), each of which shall be an original and all of which taken together shall constitute one and the same agreement.

 

[Remainder of page intentionally left blank. Signature page follows.]

 

     

 

DATED AS OF THIS ____ day of _____ 20____.

 

 

If a corporation:   [NAME OF JOINING PARTY]
     
    Per:                      
    Name:
    Title:
    I have the authority to bind the corporation.
     
         
If an individual:   Name:     
         
         
Address for Notice:        
         
         
         

 

     

 

Schedule “D”
CHIEF EXECUTIVE OFFICE

 

[Redacted for confidentiality reasons.]

 

     

EXHIBIT 99.57

 

DEBT RESTRUCTURING AGREEMENT

 

THIS DEBT RESTRUCTURING AGREEMENT (this “Agreement”), dated as of July 22, 2020, is entered into by and between High Tide Inc. (“High Tide”) and                         (“                         ”) (each a “Party” and together, the “Parties”).

 

WHEREAS, for valuable consideration given by High Tide (including, but not limited to, High Tide’s agreement to make certain scheduled payments, to                                , which are tied to all Non-                                  Product Revenues (as defined herein) upon the terms and conditions set forth herein),                                   has agreed to restructure the Indebtedness (as defined herein), upon and subject to the the terms and conditions hereinafter set forth.

 

WHEREAS, the Parties are entering into this Agreement with the intent that the terms and conditions of this Agreement (including, but not limited to, the Structured Payment Amount (as defined herein)) will enable High Tide to repay the aggregate principal amount outstanding under the Replacement Debenture (as defined herein) from time to time at various intervals through to January 1, 2025, being the maturity date of the Replacement Debenture.

 

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

ARTICLE I
Interpretation

 

Section 1.01 Definitions. In this Agreement, unless there is something in the context inconsistent therewith, the following terms shall have the following meanings:

 

(a) Adjusted Payment Amount” means, as at a particular date, the Maximum Payment Amount, less the aggregate of (i) all amounts paid by High Tide to                                 , as at such date, in satisfaction of High Tide’s obligations to pay to                                   the Structured Payment Amount, and (ii) all adjustments and set offs from time to time applied against, or agreed to be applied against, the Adjusted Payment Amount, as at such date, whether pursuant to this Agreement or otherwise. The Adjusted Payment Amount shall be the amount from time to time set forth on the grid attached as Schedule “A” to the Replacement Debenture, as updated from time to time, with the entries therein evidenced by the signatures of both of the Parties being conclusive evidence of the Adjusted Payment Amount at any time, absent manifest error.

 

(b) Affiliate” means, with respect to a Party, as at a particular date, (i) any Person directly or indirectly owning, controlling, or holding with power to vote 10% or more of the outstanding voting securities of the Party, (ii) any Person, 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote by such Party, (iii) any Person directly or indirectly controlling, controlled by, or under common control with, the Party, or (iv) any officer or director of the Party. For greater certainty, “Affiliates” of                                 shall include                                                                                                                                                             

 

(c) Ancillary Agreements” means, collectively, any and all security agreements, postponement and subordination agreements, and interlender agreements entered into by                                 in connection with the issuance of the Replacement Debenture (including, this Agreement).

 

(d)                                 Products” means any and all Cannabis products (including, but not limited to, the Cannabis plant, dried Cannabis flower, fresh Cannabis flower, Cannabis extracts, Cannabis oils, and any other Cannabis products or Cannabis-derived products) produced or manufactured by                                 and/or its Affiliates and sold, supplied or delivered to any Person (including, for greater certainty, any governmental body or agency authorized to sell, distribute, or otherwise deal in/with any such Cannabis products, under applicable laws in any jurisdiction in Canada).

 

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(e) Cannabis” has the meaning ascribed to it pursuant to any applicable law, including the Cannabis Act (Canada) and the Cannabis Regulations (Canada).

 

(f) Debenture” means the senior unsecured convertible debenture of High Tide dated December 12, 2018, issued pursuant to the Indenture.

 

(g) Indebtedness” means, collectively, the aggregate amount of all debts, obligations, or liabilities of High Tide to                                 from time to time arising or existing under the Debenture (including but not limited to principal and accrued interest).

 

(h) Indenture” means the debenture indenture dated as of December 12, 2018, and entered into by and between High Tide and Capital Transfer Agency ULC, with the the aggregate amount of all debts, obligations, or liabilities of High Tide pursuant to all senior unsecured convertible debentures of High Tide issued thereunder set forth in Schedule “A” attached hereto.

 

(i) License Agreement” means the Data License Agreement to be entered into by and among the Parties on or following the date hereof, in the standard form presently utilized by High Tide, pursuant to which High Tide will license to Aurora, and Aurora will license from High Tide, the proprietary Cabanalytics database of High Tide, upon and subject to the terms and conditions thereof.

 

(j) Maximum Payment Amount” means the amount of $10,807,500 (such amount being the aggregate principal amount of the Replacement Debenture).

 

(k) Non-                          Branded Sales” means any transaction or series of transactions whereby High Tide and/or its Affiliates (including, for greater certainty, Canna Cabana Inc., Canna Cabana (SK) Inc. and 2680495 Ontario Inc., but excluding, for greater certainty, Grasscity.com, RGR Canada Inc., Famous Brandz Inc. and Valiant Distribution Inc.), directly or indirectly, sell, assign, grant, transfer, convey, or otherwise dispose or relinquish ownership of, any Non-                                Products or portion thereof.

 

(l) Non-                          Products” means any and all Cannabis products (including, but not limited to, the Cannabis plant, dried Cannabis flower, fresh Cannabis flower, Cannabis extracts, Cannabis oils, and any other Cannabis products or Cannabis-derived products) other than Aurora Products.

 

(m) Non-                          Product Revenues” means, collectively, all revenues, receipts, monies and other amounts (and the fair market value of all other consideration) actually collected or received (whether by way of cash or credit or any barter, or benefit) by High Tide and its Affiliates from Non-                                Branded Sales, less applicable sales taxes and customs duties and refunds for returns actually allowed and paid by High Tide and its Affiliates (and in the case of such deductions, solely to the extent documented properly in accordance with generally accepted accounting practices).

 

(n) Payment Trigger Date” means November 1, 2021.

 

(o) Person” means any natural person, partnership, corporation, association, or other legal entity.

 

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(p) Replacement Debenture” means the amended and restated secured convertible debenture of High Tide dated July 22, 2020, in the principal amount of $10,807,500, and issued to Aurora in consideration for                                 agreement to restructure the Indebtedness.

 

(q)                                 Agreement” means the                                 Agreement dated                                                                              and entered into by and among                                                                                                                                                                                                                                                     , as first amended in writing by the parties thereto on                                .

 

Section 1.02 Certain Words. In this Agreement (i) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”, and (ii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” shall refer to this Agreement as a whole.

 

Section 1.03 Gender and Number. In this Agreement, words importing the singular include the plural and vice versa, and words importing gender include all genders.

 

Section 1.04 Article and Section Headings. The insertion of headings and the division of this Agreement into articles and sections are for convenience of reference only and shall not affect the construction or interpretation hereof.

 

Section 1.05 Currency. All dollar amounts expressed herein and all amounts to be paid hereunder shall be in Canadian dollars ($).

 

ARTICLE II
Restructuring

 

Section 2.01 Debenture Principle Amount and Interest. The Parties hereby irrevocably agree and acknowledge that, as at July 22, 2020, the amount of the Indebtedness is $10,807,500, such amount representing the aggregate of the outstanding principal amount of the Debenture, in the amount of $10,000,000, and interest payable on the Principal Amount at the maturity date, in the amount of $807,500.

 

Section 2.02 Restructuring. In consideration of High Tide’s agreement to pay to Aurora the Structured Payment Amount as provided for herein, in repayment and satisfaction of the Indebtedness as herein provided, the Parties hereby irrevocably agree to terminate and cancel the Debenture effective as of July 22, 2020 (the “Cancellation Date”). Effective as of the Cancellation Date, subject only to the issuance by High Tide to Aurora of the Replacement Debenture, (i) the Debenture shall be of no further force and effect, and High Tide shall be released of any and all of its obligations under the Debenture, and (ii) the Indebtedness shall be irrevocably and absolutely restructured, as provided for herein.

 

Section 2.03 Agreement to Make Structured Payment Amount. Subject to the terms and conditions of this Agreement, and in consideration of                                 agreement to restructure the Indebtedness, High Tide hereby irrevocably agrees to pay to                                , beginning on the Payment Trigger Date, an amount (such amount, the “Structured Payment Amount”) equal to one half of one percent (0.5%) (the “Payment Percentage”) of all Non-                                Product Revenues in respect of, and attributable to, each one (1) year period beginning on the Payment Trigger Date.

 

Section 2.04 Increase in Payment Percentage. Beginning on November 1, 2022, the Payment Percentage shall automatically increase by an additional one-half of one percent (0.5%) at each one year anniversary of the Payment Trigger Date during the term of this Agreement.

 

Section 2.05 Payment of Structured Payment Amount. The Structured Payment Amount shall be payable by High Tide in cash installments (each such payment, an “Installment Payment”), with each Installment Payment comprised of the aggregate estimated amount of the Structured Payment Amount payable by High Tide for the four (4) month period immediately following the Advance Payment Date (as defined below) and in respect of which such Structured Payment Amount shall be payable hereunder. The first Installment Payment shall be payable on the Payment Trigger Date, and subsequent Installment Payments shall be payable on the first day of each four (4) month period thereafter until the Structured Payment End Date (each such first and subsequent payment dates, an “Advance Payment Date”). For the avoidance of doubt, the first Installment Payment shall be paid on November 1, 2021, and the second Installment Payment shall be paid on March 1, 2022. Following each such Installment Payment, (i) the Adjusted Payment Amount as well as the principal amount of the Replacement Debenture shall automatically be reduced and adjusted downward by an amount equal to the aggregate amount of the applicable Installment Payment, and (ii) the Parties shall forthwith amend and update the grid attached as Schedule “A” to the Replacement Debenture.

 

  3   

 

Section 2.06 Adjustments to Installment Payments.

 

(a) Each Installment Payment shall be subject to adjustments on account of an overpayment or underpayment, as the case may be (such adjustments, the “Payment Adjustments”) on or prior to the date that is thirty (30) days following the last day of the four (4) month period in respect of which the applicable Installment Payment was paid (each such date, an “Installment Payment Adjustment Deadline”). Either High Tide or                                 may, at least twenty (20) days prior to an Installment Payment Adjustment Deadline, provide a complete statement of the proposed Payment Adjustments, together with full particulars relating thereto in reasonable detail (the “Payment Adjustment Statement”) to the other Party, and not later than ten (10) days thereafter, High Tide or                                , as applicable, shall, in the case of High Tide, pay to                                , and in the case of                                , have reduced from the next Installment Payment, the net amount for the Payment Adjustments set out in such Payment Adjustment Statement. In the case of any dispute between the parties with respect to any Payment Adjustments, such Payment Adjustments in dispute shall be determined by an impartial firm of independent chartered professional accountants of recognized standing (the “Auditor”) appointed by High Tide and                                 (each acting in good faith and reasonably) and the cost of such determination shall be shared equally between                                 and High Tide. The applicable party may refer any such dispute to the Auditor for such determination and such determination shall be final and binding on the Parties.

 

(b) High Tide and                                 hereby agree to re-adjust, and as applicable, pay or have reduced from the next Installment Payment as contemplated in Section 2.06(a), the amount of any Payment Adjustments as may be owing to the other Party pursuant to the provisions of this Agreement. Notwithstanding any other provision of this Section 2.06(b), save and except for those Payment Adjustments being determined by the Auditor in the manner set out herein (the “Audited Claim”), all adjustments and Payment Adjustments to be made pursuant to this Section 2.06(b) shall, in any event, be completed on or before the applicable Installment Payment Adjustment Deadline and no claim for any re-adjustment may be made by either Party thereafter, unless and only to the extent such claim is an Audited Claim.

 

Section 2.07 Term of Structured Payment Obligations. Notwithstanding anything to the contrary herein, High Tide’s obligations to pay the Structured Payment Amount shall continue until such date (the “Structured Payment End Date”) as the Adjusted Payment Amount is equal to $0. On the Structured Payment End Date, High Tide’s obligations to pay the Structured Payment shall automatically (and without any further action on the part of either Party) terminate and be of no further force and effect.

 

Section 2.08 Set Off. High Tide shall be entitled to set off against the Structured Payment Amount, to the extent payable pursuant to the terms of this Agreement, any amounts payable by                                 to High Tide pursuant to any other instrument and agreement entered into by and between the Parties (including, but not limited to, the License Agreement and the                                 Agreement) or as otherwise agreed upon in writing by the Parties from time to time (each such set off, a “Structured Payment Set Off”), and following each such Structured Payment Set Off, (i) the Adjusted Payment Amount as well as the principal amount of the Replacement Debenture shall automatically be reduced and adjusted downward by an amount equal to the aggregate amount of the applicable Structured Payment Set Off, and (ii) the Parties shall forthwith amend and update the grid attached as Schedule “A” to the Replacement Debenture.

 

  4   

 

Section 2.09 Prepayments. Notwithstanding anything to the contrary herein, High Tide shall have the right to prepay all or a portion of the Adjusted Payment Amount and any other amounts outstanding, at any time or from time to time, upon ten (10) days’ prior written notice to                                . Any pre-payment of the Adjusted Payment Amount will automatically reduce and adjust downward the said Adjusted Payment Amount by an amount equal to the aggregate amount of such prepayment. Following each such prepayment, the Parties shall forthwith amend and update the grid attached as Schedule “A” to the Replacement Debenture.

 

Section 2.10 Recordkeeping. During the Term of this Agreement and for a period of two (2) years thereafter, High Tide shall keep complete and accurate records (in accordance with generally accepted accounting principles) of product revenues in sufficient detail as would be reasonably necessary to enable the Structured Payment Amount payable hereunder to be determined by a firm of independent auditors.

 

Section 2.11 Right of Examination and Audited Financial Statements. During the Term of this Agreement and for a period of two (2) years thereafter,                                 and its representatives shall be entitled to, upon providing not less than ten (10) days prior written notice to High Tide, examine, the books, ledgers, and records of High Tide during regular business hours for the purpose of and to the extent necessary to verify any report or statement required to be delivered by High Tide to                                 under this Agreement, provided however, that                                 shall not be entitled to conduct such examination more than two (2) times in any fiscal year. All costs and expenses of any such examination shall be paid by                                , provided, however, in the event it is ultimately determined that High Tide has failed to apply such degree of care as is necessary to maintain its books, ledgers, and records in accordance with generally acceptable accounting principles, and such failure results in a variance in the numbers recorded in its books, ledgers, and records by more than five percent (5%), then High Tide shall reimburse                                 for                                 reasonable, out-of-pocket cost of such review. Subject to applicable laws, during the term of the License Agreement High Tide shall deliver to                                , not later than one hundred and twenty (120) days following the end of the applicable financial year of High Tide, (i) the audited consolidated financial statements of High Tide for the immediately preceding financial year of High Tide, as well as (ii) such working papers of High Tide as may be reasonably required to support the Aggregated Sales Data provided to                                 in respect of the said financial year of High Tide, which shall, for the avoidance of doubt, include a report prepared by a firm of independent auditors (who may be auditors of High Tide) and acceptable to                                 (acting reasonably and in good faith) confirming that such auditors have applied and/or performed such procedures as may from time to time be agreed upon in advance by High Tide and                                 (each acting reasonably and in good faith) to verify and confirm the Aggregated Sales Data provided by High Tide to                                 in respect of the applicable financial year of High Tide.

 

Section 2.12                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      .

 

ARTICLE III

Dispute Resolution

 

Section 3.01 Governing Law and Procedure.

 

(a) This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. Each of the Parties hereby irrevocably attorns and submits to the arbitral jurisdiction set out in Section 3.01(b) and, with respect to any matters not determined by arbitration or following exhaustion of arbitration, to the non-exclusive jurisdiction of the courts of the Province of Alberta respecting all matters relating to this Agreement and the rights and obligations of the Parties hereunder.

 

  5   

 

(b) In the event that any dispute arises between the Parties with respect to any matter covered by this Agreement, the Parties shall make every effort to resolve such disputes through negotiation and in so doing, shall at all times act in good faith and reasonably. In the event the Parties are unable to resolve any such dispute through negotiation within ten (10) calendar days of the date on which one Party provides written notice to the other Party of the subject matter of the dispute, the dispute shall be submitted to binding arbitration before a single arbitrator mutually acceptable to the Parties, or if the Parties are unable to reach such agreement, by such panel of three (3) arbitrators, in each case in accordance with the rules of the ADR Institute of Alberta, as amended from time to time, pursuant to the Arbitration Act (Alberta) in effect on the date of this Agreement, and any such arbitration shall be conducted in the English language in the City of Calgary, in the Province of Alberta. In the case of a panel of three arbitrators, such panel shall be composed of one (1) arbitrator selected by each Party with the third arbitrator being selected by the other two (2) arbitrators. The arbitration proceedings shall be undertaken in as expeditious a manner as possible. Judgment upon any award rendered by the arbitrator or the panel, as the case may be, shall be entered into any court having competent jurisdiction without any right of appeal. Each Party shall pay its own expenses of arbitration, and the expenses of the arbitration process and the arbitration proceeding shall be shared equally. However, if in the opinion of the arbitrator or the majority of the panel, as the case may be, any claim or defense was unreasonable, then the arbitrator(s) may assess, as part of the award, all or any part of the arbitration expenses of the other Party (including reasonable attorneys’ fees and costs) and of the arbitrators and the arbitration proceeding.

 

ARTICLE IV
Miscellaneous

 

Section 4.01 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing, properly addressed to the other Party, and delivered in person, by pre-paid first class mail, courier, email or by any electronic means of transmitting written communications that provides written confirmation of complete transmission. Any notice or other communication given under this Agreement will be deemed to have been given and received on the first business day following its delivery, and may be delivered to a Party at the following address (or to such other address as one Party provides to the other Parties in a notice given according to this Section 4.01):

 

(a) If to High Tide:

 

High Tide Inc.

Unit 112, 11127 - 15 Street N.E.

Calgary, Alberta, T3K 2M4

Attention: Raj Grover, Chief Executive Officer

E-mail:                                

 

with a copy to (which shall not constitute notice):

 

Garfinkle Biderman LLP

1 Adelaide Street East

Toronto, Ontario, M5C 2V9

Attention: Shimmy Posen

E-mail:                                

 

(b) If to                                :

 

                                                                       

                               

                                                                       

 

  6   

 

Attention:                                

E-mail:                                                                                

 

with a copy to (which shall not constitute notice):

 

                               

                                                                          

E-mail:                                

 

Section 4.02 Severability. If any term or provision of this Agreement is held or found to be invalid, illegal or unenforceable in any jurisdiction (including by the Alcohol and Gaming Commission of Ontario, the Alberta Gaming, Liquor and Cannabis, or under any regulations relating to the inducement provision under applicable laws), such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement, or invalidate or render unenforceable such term or provision in any other jurisdiction. The Parties acknowledge and agree that the applicable regulations prohibit any inducements between the Parties, and agree that all agreements between them shall respect the foregoing and shall reflect said fact. In the event that any term or provision of this Agreement is held or found to be invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

 

Section 4.03 Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

 

Section 4.04 Successors and Assigns. This Agreement shall be binding upon and shall enure to the benefit of the Parties and their respective successors and permitted assigns. High Tide may not assign its rights or obligations hereunder to any Person other than its Affiliates without the prior written consent of                                , which consent shall not be unreasonably withheld or delayed.                                 shall be entitled to assign its rights and obligations hereunder to any Person (whether or not its Affiliate) without the prior written consent of High Tide, provided that such assignment does not affect the rights and remedies of High Tide under this Agreement, the Replacement Debenture, and the Ancillary Agreements. No assignment shall relieve the assigning Party of any of its obligations hereunder.

 

Section 4.05 Publicity and Confidentiality. Unless required by applicable law, no Party shall, without the prior written consent of the other Party (which consent shall not be unreasonably withheld delayed), issue or cause the publication of any press release or other public announcement with respect to the other Party or the transactions contemplated by this Agreement. If any Party or any of its Affiliates is required by applicable law to file a copy of this Agreement on SEDAR (or otherwise publicly file a copy of this Agreement), such Party and/or its Affiliate(s), as the case may be, shall be entitled to redact this Agreement to such extent as may be permitted or required by applicable laws and, subject to the prior approval of the other Party, which shall not be unreasonably withheld or delayed, file it on SEDAR (or otherwise).

 

Section 4.06 No Contra Proferentem. This Agreement has been reviewed by each Party’s professional advisors and legal counsel, and revised during the course of negotiations between the Parties. Each Party acknowledges that this Agreement is the product of their joint efforts, that it expresses their intentions, and that, if there is any ambiguity in any of its provisions, no rule of interpretation favouring one Party over another based on authorship will apply.

 

Section 4.07 No Third-Party Beneficiaries. Except as specifically set forth or referred to herein, nothing herein is intended or shall be construed to confer upon any Person other than the Parties and their successors or permitted assigns, any rights, benefits or remedies under, or by reason of, this Agreement.

 

  7   

 

Section 4.08 Amendment and Modification and Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

 

Section 4.09 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

 

Section 4.10 Further Assurances. Each Party shall promptly execute and deliver such further instruments and agreements and do such further acts and things as may be reasonably requested in writing by the other Party that may be necessary or desirable in order to effect fully the purposes of this Agreement, the Replacement Debenture, and the Ancillary Agreements, including, without limitation, to give full effect to the subordination contemplated in the Replacement Debenture and the Ancillary Agreements, and to preserve the rights and remedies of the Senior Lenders (as defined in the Replacement Debenture), in accordance with the intent of the foregoing agreements.

 

[Remainder of page intentionally left blank. Signature page follows.]

 

  8   

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

HIGH TIDE INC.

 

Per:    
  Name: Raj Grover  
  Title: President & Chief Executive Officer  
  I have the authority to bind the corporation  

 

                                                  

 

Per:    
  Name:                                  
  Title: Chief Executive Officer  
  I have the authority to bind the corporation  

 

  9   

 

Schedule “A”

Indebtedness under Indenture

 

[Redacted for confidentiality reasons.]

 

  10   

Exhibit 99.58

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

HIGH TIDE RESTRUCTURES $10.8 MILLION OF DEBT INTO AN INTEREST FREE DEBENTURE DUE IN 2025

 

Extends maturity of $10.8 million of Debt by over four years, from December 2020 to January 2025
Bolsters financial position by removing interest on the Debt over the four-year period
Reduces immediate debt overhang, allowing the Company to focus on growth and expansion

 

Calgary, AB, July 24, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, is pleased to announce that it has successfully completed a restructuring (the “Debt Restructuring”) of approximately $10.8 million (the “Deferred Amount”) of the Company's outstanding debt held by a key industry investor (“Key Investor”) under an 8.5% senior unsecured convertible debenture issued in December 2018 (the “Original Debenture”). Pursuant to a debt restructuring agreement dated July 23, 2020 and entered into by the Company and the Key Investor (the “Debt Restructuring Agreement”), in consideration of the Company’s agreement to pay to the Key Investor certain structured installment payments (the “Structured Payments”) over a period of over approximately three years, beginning on November 1, 2021, the parties have agreed to amend the Original Debenture into a secured convertible debenture of the Company (the “Amended Debenture”) in the principal amount equal to the Deferred Amount. The Structured Payments, which start in November 2021, will be credited towards the Deferred Amount as a payment plan (and not as any bonus or interest to the Key Investor) and will have minimal impact on the Company’s cash flow. As part of the Debt Restructuring, the parties have also (i) extended the maturity date of the Amended Debenture to January 1, 2025, (ii) amended the conversion price such that the Deferred Amount is convertible into common shares of High Tide (“HITI Shares”) at a conversion price of $0.425 per HITI Share, and (iii) amended the interest provisions such that the Deferred Amount will not bear any interest until maturity, with the portion of the Deferred Amount outstanding on maturity bearing interest on and from the maturity date at a rate of 8.5% per annum. The Deferred Amount represents the largest portion of the Company’s outstanding debt held by a single creditor.

 

“This debt restructuring transaction increases High Tide’s financial flexibility and allows High Tide to focus on further building and expanding its business without an immediate debt overhang. Amid evolving market conditions, High Tide is in a strong position to continue delivering on its corporate objectives for 2020 and beyond. I am very happy to have negotiated and secured for High Tide the opportunity to achieve cash- flow positive returns and deliver long-term growth to its stakeholders before repayment begins. The Company is delighted to have the support of this key industry investor, which clearly understands High Tide’s vision and is willing to forgo interest over the four-year period to help High Tide in its expansion plan and goal of becoming the strongest Canadian cannabis retailer,” said Raj Grover, President, Chief Executive Officer and Director of High Tide.

 

The Company’s obligations under the Amended Debenture are secured by the assets of the Company and certain of its subsidiaries (the “Debtors”) pursuant to a subordinated security interest (ranking behind the senior creditors of the Debtors) granted in favour of the Key Investor and such other persons who may from time to time become a party to the security agreement entered into by the parties in connection with the Debt Restructuring. The Company intends to actively engage with all other debt holders to follow the lead of the Key Investor to extend maturities and enable the Company to continue focusing on its growth and expansion.

 

 

 

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of smoking accessories and cannabis lifestyle products. Its premier Canadian retail brand, Canna Cabana, spans 33 locations in Ontario, Alberta, and Saskatchewan, with additional locations under development across Canada. High Tide has been serving cannabis consumers for over a decade through its numerous lifestyle accessory enterprises including e-commerce platforms Grasscity.com and CBDcity.com, lifestyle and licensed entertainment brand manufacturer Famous Brandz, and its distribution divisions RGR Canada and Valiant Distribution.

 

High Tide's strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX: APHA) (NYSE: APHA) and Aurora Cannabis Inc. (NYSE: ACB) (TSX: ACB).

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Forward-Looking Information

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as "forward-looking statements" are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as "outlook", "expects", "intend", "forecasts", "anticipates", "plans", "projects", "estimates", "envisages, "assumes", "needs", "strategy", "goals", "objectives", or variations thereof, or stating that certain actions, events or results "may", "can", "could", "would", "might", or "will" be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to assumptions relating to the ability of High Tide to execute on its business plan, the ability of High Tide to make timely payment of the Structured Payments, and the impact of current and future economic and market conditions on the business, assets, financial condition and results of operations of High Tide. High Tide considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

 

 

 

EXHIBIT 99.59

 

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Announces Voting Results from Annual General and Special Meeting of Shareholders

 

Calgary, AB, July 31, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, today announced the voting results from its Annual General and Special Meeting of Shareholders held on Thursday, July 30, 2020 in Calgary, Alberta (the “Meeting”). All nominees included in its Notice of Annual General and Special Meeting of Shareholders and Management Information Circular dated June 19, 2020 (the “Circular”), were elected as directors of High Tide.

 

The results of the votes were as follows:

 

Nominee   Votes For:     Votes Withheld:  
    Number     %     Number     %  
Harkirat (“Raj”) Grover     80,666,132       99.09       740,199       0.91  
Nitin Kaushal     81,354,951       99.94       51,180       0.06  
Arthur Kwan     79,198,562       97.29       2,207,769       2.71  
Nader Ben Aissa     81,324,151       99.94       52,180       0.06  
Binyomin Posen     81,330,601       98.91       75,730       0.09  

 

All other resolutions included in the Circular were successfully approved by shareholders at the Meeting, including but not limited to the appointment of MNP LLP as the Company’s auditor, fixing the number of directors at five and to consider the passing of other resolutions if deemed advisable, with or without variation.

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of smoking accessories and cannabis lifestyle products. Its premier Canadian retail brand, Canna Cabana, spans 33 locations in Ontario, Alberta, and Saskatchewan, with additional locations under development across Canada. High Tide has been serving cannabis consumers for over a decade through its numerous lifestyle accessory enterprises including e-commerce platforms Grasscity.com and CBDcity.com, lifestyle and licensed entertainment brand manufacturer Famous Brandz, and its distribution divisions RGR Canada and Valiant Distribution.

 

 

 

 

High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX: APHA) (NYSE: APHA) and Aurora Cannabis Inc. (NYSE: ACB) (TSX: ACB).

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Forward-Looking Information

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to assumptions relating to the ability of High Tide to execute on its business plan and the impact of current and future economic and market conditions on the business, assets, financial condition and results of operations of High Tide. High Tide considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

 

 

EXHIBIT 99.60

 

 

July 31, 2020

 

TO: Alberta Securities Commission
  British Columbia Securities Commission
  Saskatchewan Financial and Consumer Affairs Authority
  Manitoba Securities Commission
  Ontario Securities Commission
  New Brunswick Securities Commission
  Nova Scotia Securities Commission
  Prince Edward Island Securities Office
  Newfoundland and Labrador, Service NL

 

Dear Sirs/Madams:

 

Re: High Tide Inc. (the “Company”)

 

Pursuant to National Instrument 51-102 – Continuous Disclosure Obligations, we have reviewed the information contained in the Notice of Change of Auditor of High Tide Inc. dated July 31, 2020 (“the Notice”) and, based on our knowledge of such information at this time, we agree with the statements made in the Notice

 

Yours very truly,

 

 

Chartered Professional Accountants

Calgary, Alberta

 

 

 

EXHIBIT 99.61

 

Notice Of Change Of Auditor

Pursuant to National Instrument 51-102 (Part 4.11)

 

TO: MNP LLP
AND TO: Ernst & Young LLP
AND TO: Alberta Securities Commission
  British Columbia Securities Commission
  Saskatchewan Financial and Consumer Affairs Authority
  Manitoba Securities Commission
  Ontario Securities Commission
  New Brunswick Securities Commission
  Nova Scotia Securities Commission
  Prince Edward Island Securities Office
  Newfoundland and Labrador, Service NL

 

 

 

TAKE NOTICE THAT, at the request of High Tide Inc. (the “Company”), MNP LLP, Chartered Accountants (the “Former Auditor”) resigned as the auditor of the Company effective July 30, 2020. Effective July 30, 2020, Ernst & Young LLP, Chartered Accountants (the “Successor Auditor”) was appointed as the new auditor of the Corporation.

 

TAKE FURTHER NOTICE THAT:

 

a. The resignation of the Former Auditor and the appointment of the Successor Auditor have been approved by the board of directors of the Company on recommendation of the audit committee of the board of directors;

 

b. In the opinion of the Company, no “reportable event”, as defined in National Instrument 51-102 – Continuous Disclosure Requirements, occurred prior to the resignation of the Former Auditor; and

 

c. None of the Former Auditor’s reports on the Company’s financial statements during the period beginning November 1, 2015 and ending on the date of resignation expressed a modified opinion.

 

DATED this 31st day of July 2020.

 

ON BEHALF OF High Tide Inc.:

 

 

Rahim Kanji, CFO

 

EXHIBIT 99.62

 

 

 

 

 

 

 

 

Condensed Interim Consolidated
Financial Statements

 

 

For the three and nine months ended July 31, 2020 and 2019

(Stated in thousands of Canadian dollars, except share and per share amounts)
(Unaudited)

 

 

 

 

 

 

 

 

High Tide Inc.

Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

 

Condensed Interim Consolidated Financial Statements for the three and nine months ended July 31, 2020 and 2019.

 

The accompanying unaudited condensed interim consolidated financial statements of High Tide Inc. (“High Tide” or the “Company”) have been prepared by and are the responsibility of the Company’s management and have been approved by the Audit Committee and Board of Directors of the Corporation.

 

Approved on behalf of the Board:

 

(Signed) “Harkirat (Raj) Grover”   (Signed) “Nitin Kaushal”
President and Chairman of the Board   Director and Chairman of the Audit Committee

 

 

 

 

 

High Tide Inc.

Condensed Interim Consolidated Statements of Financial Position

As at July 31, 2020 and October 31, 2019

(Unaudited – In thousands of Canadian dollars)

 

    Notes   2020     2019  
        $     $  
Assets                
Current assets                
Cash and cash equivalents         7,108       806  
Marketable securities         420       50  
Trade and other receivables   9     4,233       2,385  
Inventory         6,439       6,719  
Prepaid expenses and deposits   8     3,046       2,518  
Current portion of loans receivable         38       261  
Total current assets         21,284       12,739  
                     
Non-current assets                    
Loans receivable         284       878  
Property and equipment   7     13,374       12,382  
Right-of-use assets, net   22     18,993       -  
Long term prepaid expenses and deposits   8     1,595       1,380  
Deferred tax asset         687       1,190  
Intangible assets and goodwill   6     19,657       12,174  
Total non-current assets         54,590       28,004  
Total assets         75,874       40,743  
                     
Liabilities                    
Current liabilities                    
Accounts payable and accrued liabilities   19     7,917       4,408  
Notes payable current   13     2,537       3,570  
Deferred liability   12     1,853       -  
Current portion of convertible debentures   10     14,518       -  
Current portion of lease liabilities   22     4,725       -  
Shareholder loans         -       701  
Derivative liability   10, 14, 17     1,119       2,121  
Total current liabilities         32,669       10,800  
                     
Non-current liabilities                    
Notes payable   13     1,802       62  
Convertible debentures   10     10,604       19,664  
Lease liabilities   22     14,698       -  
Long term contract liability         62       100  
Deferred tax liability         2,388       710  
Total non-current liabilities         29,554       20,536  
Total liabilities         62,223       31,336  
                     
Shareholders’ equity                    
Share capital   15     32,208       26,283  
Warrants   17     7,675       6,609  
Contributed surplus         2,620       2,119  
Convertible debentures – equity   10     3,392       1,637  
Accumulated other comprehensive income         (231 )     (366 )
Accumulated deficit         (32,013 )     (26,696 )
Equity attributable to owners of the Company         13,651       9,586  
Non-controlling interest   24     -       (179 )
Total shareholders’ equity         13,651       9,407  
Total liabilities and shareholders’ equity         75,874       40,743  

 

3

 

 

High Tide Inc.

Condensed Interim Consolidated Statements of Comprehensive Income (Loss)

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars)

 

        Three months ended     Nine months ended  
    Notes   2020     2019     2020     2019  
        $     $     $     $  
Revenue                            
Merchandise sales   5     22,274       7,707       53,955       18,885  
Royalty revenue   5     88       449       884       584  
Other revenue   5     842       132       1,596       416  
Total Revenue         23,204       8,288       56,435       19,885  
                                     
Cost of sales         (13,976 )     (5,228 )     (35,042 )     (12,683 )
Gross profit         9,228       3,060       21,393       7,202  
Expenses                                    
Salaries, wages and benefits         (3,592 )     (2,678 )     (10,045 )     (7,019 )
Share-based compensation   16     (2 )     (207 )     (100 )     (2,029 )
General and administration         (717 )     (1,931 )     (2,970 )     (4,953 )
Professional fees         (709 )     (1,169 )     (2,318 )     (3,521 )
Advertising and promotion         (99 )     (554 )     (346 )     (1,720 )
Depreciation and amortization   6, 7, 22     (1,849 )     (462 )     (5,022 )     (910 )
Interest and bank charges         (150 )     (97 )     (368 )     (298 )
Total expenses         (7,118 )     (7,098 )     (21,169 )     (20,450 )
Income (loss) from operations         2,110       (4,038 )     224       (13,248 )
                                     
Other income (expenses)                                    
Gain on extinguishment of debenture   10     3,576       -       3,390       -  
Revaluation of derivative liability   10, 14     (67 )     -       247       -  
Impairment loss   7     -       -       (247 )     -  
Gain on disposal of property and equipment         -       (2 )     -       -  
Revaluation of marketable securities         1,663       -       -       -  
Discount on accounts receivable         -       5       -       87  
Finance and other costs   10, 11     (2,742 )     (1,040 )     (7,983 )     (1,414 )
Foreign exchange gain (loss)         (4 )     41       17       5  
Total other expenses         2,426       (996 )     (4,576 )     (1,322 )
                                     
Income (loss) before taxes         4,536       (5,034 )     (4,352 )     (14,570 )
Income tax (expense) recovery         (268 )     1,310       (278 )     3,706  
Net income (loss)         4,268       (3,724 )     (4,630 )     (10,864 )
                                     
Other comprehensive income (loss)                                    
Translation difference on foreign subsidary         (36 )     -       135       -  
Total comprehensive income (loss)         4,232       (3,724 )     (4,495 )     (10,864 )
                                     
Net income (loss) and comprehensive income (loss) attributable to:                                    
Owners of the Company         4,232       (3,696 )     (4,487 )     (10,762 )
Non-controlling interest   24     -       (28 )     (8 )     (102 )
          4,232       (3,724 )     (4,495 )     (10,864 )
                                     
Income (loss) per share                                    
Basic   18     0.02       (0.02 )     (0.02 )     (0.06 )
Diluted   18     0.02       (0.02 )     (0.02 )     (0.06 )

 

4

 

 

High Tide Inc.

Condensed Interim Consolidated Statements of Changes in Equity

(Unaudited – In thousands of Canadian dollars)

 

    Note   Share
capital
    Special
warrants
    Warrants    

Contributed

surplus

    Equity
portion of
convertible
debt
    Accumulated
other
comprehensive
income (loss)
   

Accumulated

deficit

    Attributable
to owners
of the
Company
    NCI     Total  
          $       $       $       $       $       $       $       $       $       $  
Opening balance, November 1, 2018         35,695       16,904       905       -       -       -       (30,176 )     23,328       (13 )     23,315  
Transition adjustment – IFRS 9         -       -       -       -       -       -       (26 )     (26 )     -       (26 )
Transition adjustment – IFRS 15         -       -       -       -       -       -       (67 )     (67 )     -       (67 )
Conversion of special warrants         13,051       (16,904 )     3,853       -       -       -       -       -       -       -  
Warrants issued December, 2018         -       -       93       -       -       -       -       93       -       93  
Acquisition - Grasscity         3,047       -       -       -       -       -       -       3,047       -       3,047  
Share-based compensation         71       -       -       1,958       -       -       -       2,029       -       2,029  
Equity portion of convertible debentures         -       -       -       -       1,637       -       -       1,637       -       1,637  
Interest payment paid in shares         1,156       -       -       -       -       -       -       1,156       -       1,156  
Warrants issued April, 2019         -       -       883       -       -       -       -       883       -       883  
Acquisition - Dreamweavers         1,147       -       296       -       -       -       -       1,443       -       1,443  
Acquisition - Jasper Ave.         205       -       -       -       -       -       -       205               205  
Warrants issued June, 2019         -       -       342       -       -       -       -       342       -       342  
Reduction in share capital         (29,699 )     -       -       -       -       -       29,699       -       -       -  
Fee paid in shares & warrants         1,607       -       132       -       -       -       -       1,739       -       1,739  
Comprehensive loss for the period         -       -       -       -       -       -       (10,864 )     (10,864 )     -       (10,864 )
Balance, July 31, 2019         26,280       -       6,504       1,958       1,637       -       (11,434 )     24,945       (13 )     24,932  
Opening balance, November 1, 2019         26,283       -       6,609       2,119       1,637       (366 )     (26,696 )     9,586       (179 )     9,407  
Fee paid in shares   15     860       -       -       -       -       -       -       860       -       860  
Warrants   10, 17     -       -       856       401       -       -       -       1,257       -       1,257  
Share-based compensation   16     -       -       -       100       -       -       -       100       -       100  
Equity portion of convertible debentures   10     -       -       -       -       1,755       -       -       1,755       -       1,755  
Cumulative translation adjustment         -       -       -       -       -       135       -       135       -       135  
Prepaid Interest paid in shares         1,168       -       -       -       -       -       -       1,168       -       1,168  
Purchase of minority interest - KushBar Inc.   4     500       -       -       -       -       -       (687 )     (187 )     187       -  
Acquisition - 2680495 Ontario Inc.   3     1,100       -       -       -       -       -       -       1,100       -       1,100  
Acquisition - Saturninus Partners   3     1,218       -       210       -       -       -       -       1,428       -       1,428  
Acquisition - 102088460 Saskatchewan Ltd.   3     975       -       -       -       -       -       -       975       -       975  
Asset acquisition   6     104       -       -       -       -       -       -       104       -       104  
Comprehensive loss for the period         -       -       -       -       -       -       (4,630 )     (4,630 )     (8 )     (4,638 )
Balance, July 31, 2020         32,208       -       7,675       2,620       3,392       (231 )     (32,013 )     13,651       -       13,651  

 

5

 

 

High Tide Inc.

Condensed Interim Consolidated Statements of Cash Flows

For the nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars)

 

    Notes   2020     2019  
        $     $  
Operating activities                
Net loss         (4,630 )     (10,864 )
Income tax expense (recovery)         278       (3,706 )
Accretion expense         6,337       1,413  
Fee for services paid in shares & warrants   15, 17     1,424       3,031  
Acquisition costs paid in shares   3     624       -  
Depreciation and amortization   6, 7, 22     5,022       910  
Accretion of lease liability   22     1,022       -  
Revaluation of derivative liability   10, 14     247       -  
Impairment loss   7     247       -  
Share-based compensation   16     100       2,029  
Provision for impairment on accounts receivable         -       (87 )
          10,671       (7,274 )
Changes in non-cash working capital                    
Trade and other receivables         (1,774 )     (1,799 )
Inventory         1,117       (2,255 )
Loans receivable         817       (1,108 )
Prepaid expenses and deposits         453       374  
Accounts payable and accrued liabilities         (5,437 )     (1,837 )
Income tax payable         -       189  
Contract liability         (38 )     (365 )
Shareholder loans         -       383  
Net cash provided by (used) in operating activities         5,809       (13,692 )
                     
Investing activities                    
Purchase of property and equipment   7     (1,837 )     (6,791 )
Purchase of intangible assets   6     (427 )     (3,160 )
Proceeds from sale of marketable securities   12     1,458       (50 )
Loans payable         -       1,900  
Cash paid for business combination, net of cash acquired   3     (2,484 )     (6,277 )
Net cash used in investing activities         (3,290 )     (14,378 )
                     
Financing activities                    
Repayment of finance lease obligations         (5 )     (4 )
Proceeds from convertible debentures net of issue costs   10     8,855       22,378  
Proceeds from notes payable   13     200       -  
Repayment of convertible debentures   10     (1,867 )     -  
Lease liability payments   22     (3,400 )     -  
Net cash provided by financing activities         3,783       22,374  
                     
Net increase (decrease) in cash and cash equivalents         6,302       (5,696 )
Cash and cash equivalents, beginning of the year         806       8,198  
Cash and cash equivalents, end of the year         7,108       2,502  

 

6

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

1. Nature of Operations

 

High Tide Inc. (the “Company” or “High Tide”) is a retail-focused cannabis corporation enhanced by the manufacturing and distribution of cannabis lifestyle accessories. The Company’s shares are listed on the Canadian Securities Exchange (“CSE”) under the symbol “HITI”, the Frankfurt Stock Exchange (“FSE”) under the securities identification code ‘WKN: A2PBPS’ and the ticker symbol “2LY”, and on the OTCQB Market (“OTCQB”) under the symbol “HITIF”. The address of the Company’s corporate and registered office is # 120 – 4954 Richard Road SW, Calgary, Alberta T3E 6L1.

 

High Tide does not engage in any U.S. cannabis-related activities as defined by the Canadian Securities Administrators Staff Notice 51-352.

 

COVID-19

 

An outbreak of a new strain of coronavirus (COVID-19) resulted in a major global health crisis which continues to impact the global economy and the financial markets at the date of these financial statements. Given the ongoing and dynamic nature of the circumstances surrounding COVID-19, it is difficult to predict how significant the impact of COVID-19, including any responses to it, will be on the economy and the Company’s business in particular, or for how long any disruptions are likely to continue. The extent of such impact will depend on future developments, which are highly uncertain, rapidly evolving and difficult to predict. Such further developments could have a material adverse effect on the Company’s business and financial condition.

 

2. Accounting Policies

 

A. Basis of Preparation

 

These condensed interim consolidated financial statements (“Financial Statements”) have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). They are condensed as they do not include all of the information required for full annual financial statements, and they should be read in conjunction with the audited consolidated financial statements of the Company for the year ended October 31, 2019 which are available on SEDAR at www.sedar.com.

 

For comparative purposes, the Company has reclassified certain immaterial items on the comparative condensed interim consolidated statement of financial position and the condensed interim consolidated statement of comprehensive income (loss) to conform with current period’s presentation.

 

The principles and accounting policies used to prepare the financial statements are consistent with those of the previous financial year and corresponding interim reporting period, except for the adoption of IFRS 16.

 

These condensed interim consolidated financial statements were approved and authorized for issue by the Board of Directors on September 15, 2020.

 

B. Use of estimates

 

The estimates and assumptions are reviewed on an ongoing basis. Revisions in accounting estimates are recognized in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years. Significant judgements, estimates, and assumptions within these condensed interim consolidated financial statements remain the same as those applied to the consolidated financial statements for the year ended October 31, 2019.

 

C. Adoption of new standards

 

IFRS 16 Leases

 

On January 13, 2016, the IASB published a new standard, IFRS 16 Leases. The new standard brings most leases on statement of financial position for lessees under a single model, eliminating the distinction between operating and finance leases. The standard is effective for annual periods beginning on or after January 1, 2019. Under the new standard, a lessee recognizes a right-of-use asset and a lease liability.

 

On November 1, 2019 the Company, adopted IFRS 16 Leases. The Company has applied IFRS 16 using the modified retrospective approach and therefore the comparative information has not been restated and continues to be reported under IAS 17 Leases.

 

7

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

2. Accounting Policies (continued)

 

C. Adoption of new standards (continued)

 

As a result of adopting IFRS 16, the Company has recognized a significant increase to both assets and liabilities on our Condensed Interim Consolidated Statements of Financial Position, as well as a decrease to operating expenses (for the removal of fixed rent payments), an increase to depreciation (due to the depreciation of the right-of use asset), and an increase to finance costs (due to accretion of the lease liability). Lease inducements, store closure costs and average rent adjustments (which were previously included in accounts payable and accrued liabilities) and onerous lease provisions are no longer recognized as separate liabilities and are included in the calculation of right-of-use assets under IFRS 16.

 

Applying IFRS 16, for all leases, the Company:

 

recognizes right-of-use assets and lease liabilities in the consolidated statement of financial position, initially measured at the present value of future lease payments;

 

recognizes depreciation of right-of-use assets on a straight-line basis and interest on lease liabilities in the consolidated statements of income or loss; and

 

reports the total amount of cash paid, including both the principal portion and interest within financing activities in the consolidated statements of cash flows. Lease incentives are recognized as part of the measurement of the right-of-use (“ROU”) assets and lease liabilities whereas under IAS 17 they resulted in the recognition of a lease incentive liability, amortized as a reduction of rental expense on a straight-line basis.

 

On adoption of IFRS 16, the Company recognized lease assets and liabilities in relation to leases previously classified as ‘operating leases’ under the principles of IAS 17. These liabilities were measured at the present value of the remaining lease payments, discounted using the related incremental borrowing rate as of November 1, 2019. The incremental borrowing rate applied is 8%. The associated right-of-use assets were measured as equal to the lease liability and prepaid rent, discounted using the incremental borrowing rates as of November 1, 2019 adjusted for the effects of provisions for onerous leases.

 

Under IFRS 16, right-of-use assets are tested for impairment in accordance with IAS 36 Impairment of Assets. In the context of the transition to IFRS 16, the Company recognized right-of-use assets of $19,638 and lease liabilities of $19,543 as at November 1, 2019. The Company capitalized prepaid lease deposits and lease inducements amounting to $95 to right of use assets on November 1, 2019 in accordance with IFRS 16.

 

In applying IFRS 16 for the first time, the Company has used the following practical expedients permitted by the standard:

 

the Company has elected to apply a single discount rate to a portfolio of leases with reasonably similar underlying characteristics;

 

the Company has elected to exclude initial direct costs incurred in obtaining leases in the measurement of the right-of-use asset on transition;

 

the Company has elected to use hindsight to determine the lease term where the lease contracts contain options to extend or terminate the lease;

 

the Company has elected not to separate lease components from any associated non lease components;

 

the Company has elected to rely on an onerous lease assessment as of October 31, 2019, as an alternative to performing an impairment review as at November 1, 2019; and

 

the Company has elected not to account for leases for which the lease term ends within 12 months of November 1, 2019 as short-term leases or leases that meet the low-value exemption.

 

A reconciliation of lease commitments as at October 31, 2019, outlining the effect of transition to IFRS 16 is outlined below.

 

Operating lease commitments disclosed at October 31, 2019     21,218  
Effect of discounting using incremental borrowing rate at November 1, 2019     (5,926 )
Reasonably certain lease extensions     4,251  
Total Lease Liabilities as of November 1, 2019     19,543  

 

8

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

2. Accounting Policies (continued)

 

C. Adoption of new standards (continued)

 

Accounting policy

 

At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Right-of-use assets are measured at cost, which is calculated as the amount of the initial measurement of lease liability plus any lease payments made at or before the commencement date, any initial direct costs and related restoration costs. The right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the useful life of the underlying asset. The depreciation is recognized from the commencement date of the lease. To assess whether a contract conveys the right to control the use of an identified asset, we assess whether:

 

The contract involves the use of an identified asset;

 

The Company has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use; and

 

The Company has the right to direct the use of the asset.

 

Estimates

 

The Company estimates the incremental borrowing rate used to measure our lease liability for each lease contract. This includes estimation in determining the asset-specific security impact. There is also estimation uncertainty arising from certain leases containing variable lease terms that are linked to operational results or an index or rate.

 

Judgments

 

The Company estimates the lease term by considering the facts and circumstances that can create an economic incentive to exercise an extension option, or not exercise a termination option by assessing relevant factors such as store profitability. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). Potential future cash outflows have not been included in the lease liability because it is not reasonably certain that the lease will be extended. The assessment of the lease term is reviewed if a significant event or a significant change in circumstances occurs, which affects this assessment and that is within the control of the lessee.

 

D. New Accounting Pronouncements not yet adopted

 

Definition of a Business

 

In October 2018, the IASB issued “Definition of a Business (Amendments to IFRS 3)”. The amendments clarify the definition of a business, with the objective of assisting entities to determine whether a transaction should be accounted for as a business combination or as an asset acquisition. The amendment provides an assessment framework to determine when a series of integrated activities is not a business. The amendments are effective for business combinations occurring on or after the beginning of the first annual reporting period beginning on or after January 1, 2020. The Company is currently evaluating the potential impact of these amendments on the Company’s consolidated financial statements.

 

9

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

3. Business Combinations

 

A. 102088460 Saskatchewan Ltd. Acquisition

 

    $  
Total consideration      
Cash paid     200  
Common shares     975  
Notes payable     470  
      1,645  
Purchase price allocation        
Property and equipment     369  
Intangible assets - license     760  
Goodwill     687  
Deferred tax liability     (171 )
      1,645  

 

On February 21, 2020, the Company completed the acquisition of 102088460 Saskatchewan Ltd. (“102088460”) which operated a licensed retail cannabis store in Tisdale, Saskatchewan. As consideration for the acquisition, the Company paid to the vendor $200 in cash, $500 in the form of a promissory note due six months from the time of closing of the transaction and issued to the vendor 5,000,000 common shares in the capital of the Company. In connection with the transaction, the Company acquired all the issued and outstanding shares of 102088460. The note payable has been recorded at its fair value of $470 by discounting it over six months at a market interest rate of 22%.

 

In accordance with IFRS 3, Business Combination (“IFRS 3”), the substance of this transaction constituted a business combination. Management is in the process of gathering the relevant information that existed at the acquisition date to determine the fair value of the net identifiable assets acquired. As such, the initial purchase price was provisionally allocated based on the Company’s estimated fair value of the identifiable assets acquired on the acquisition date. The values assigned are, therefore, preliminary and subject to change. Management continues to refine and finalize its purchase price allocation for the fair value of identifiable intangible assets, property plant and equipment, and the allocation of goodwill. For the three months ended July 31, 2020, 102088460 accounted for $196 in revenues and $14 in net income and for the nine months ended July 31, 2020, it accounted for $345 in revenues and $23 in net income. If the acquisition had been completed on November 1, 2019, the Company estimates it would have recorded an increase of $208 in revenues and an increase of $13 in net income for the nine months ended July 31, 2020. The Company also incurred $24 in transaction costs, which have been expensed to finance and other costs during the period.

 

10

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

3. Business Combinations (continued)

 

B. 2680495 Ontario Inc. Acquisition

 

    $  
Total consideration      
Cash paid     2,903  
Common shares     1,100  
      4,003  
Purchase price allocation        
Cash     455  
Accounts receivable     59  
Inventory     444  
Property and equipment     304  
Intangible assets - license     3,880  
Goodwill     713  
Accounts payable and accrued liabilities     (846 )
Deferred tax liability     (1,006 )
      4,003  

 

On January 24, 2020, the Company completed the acquisition of 2680495 Ontario Inc. (“2680495”) which operated a licensed retail cannabis store in Hamilton, Ontario. As consideration for the acquisition, the Company paid to the vendor $2,903 in cash and issued to the vendor 4,761,905 common shares in the capital of the Company. In connection with the transaction, the Company acquired all the issued and outstanding shares of 2680495.

 

Management is in the process of gathering the relevant information that existed at the acquisition date to determine the fair value of the net identifiable assets acquired. As such, the initial purchase price was provisionally allocated based on the Company’s estimated fair value of the identifiable assets acquired on the acquisition date. The values assigned are, therefore, preliminary and subject to change. Management continues to refine and finalize its purchase price allocation for the fair value of identifiable intangible assets, property plant and equipment, and the allocation of goodwill. For the three months ended July 31, 2020, 2680495 accounted for $2,799 in revenues and $492 in net income and for the nine months ended July 31, 2020, it accounted for $7,077 in revenues and $972 in net income. The Company also incurred $600 in transaction costs, which have been expensed to finance and other costs during the period ended January 31, 2020. If the acquisition had been completed on November 1, 2019, the Company estimates it would have recorded an increase of $4,827 in revenues and an increase of $628 in net income for the nine months ended July 31, 2020.

 

11

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

3. Business Combinations (continued)

 

C. Saturninus Partners Acquisition

 

    $  
Total consideration      
Common shares     1,218  
Warrants     210  
Contingent consideration     116  
      1,544  
Purchase price allocation        
Cash     164  
Accounts receivable     15  
Prepaid expenses and deposits     28  
Inventory     393  
Property and equipment     269  
Intangible assets - license     1,476  
Goodwill     489  
Accounts payable and accrued liabilities     (891 )
Deferred tax liability     (399 )
      1,544  

 

On January 27, 2020, the Company acquired a 50% interest in the Saturninus Partners (“Saturninus”) which operates a licensed retail cannabis store in Sudbury, Ontario. The Company has classified this acquistion as a joint operation. The activity of the joint operation constitutes a business, as defined in IFRS 3 Business Combinations, it shall apply, to the extent of its share in accordance with all of the principles on business combinations accounting. As consideration for the transaction, the Company issued to nominees of the partners of the partnership an aggregate of 5,319,149 common shares of the Company, as well as common share purchase warrants to purchase up to an aggregate of 2,500,000 shares of the Company. Each warrant entitles the holder to acquire one share at an exercise price of $0.40 per share for a period of two years from the date of issuance. In addition, for a period of 2 years following the closing date, one of the outgoing partners will be entitled to receive, from the Company, a royalty of 1% of the gross revenues of the Sudbury store. Contingent consideration was calculated using the present value of expected payment, discounting using 22% discount rate. The expected payment of $176 is determined by considering the 1% share of forecasted revenue. Management is in the process of gathering the relevant information that existed at the acquisition date to determine the fair value of the net identifiable assets acquired. As such, the initial purchase price was provisionally allocated based on the Company’s estimated fair value of the identifiable assets acquired on the acquisition date. The values assigned are, therefore, preliminary and subject to change. Management continues to refine and finalize its purchase price allocation for the fair value of identifiable intangible assets, property plant and equipment, and the allocation of goodwill. The Company incurred no transaction cost for the acquistion. For the three months ended July 31, 2020, Saturninus accounted for $899 in revenues and $171 in net income and for the nine months ended July 31, 2020, it accounted for $1,955 in revenues and $353 in net income. If the acquisition had been completed on November 1, 2019, the Company estimates it would have recorded an increase of $977 in revenues and an increase of $147 in net income for the nine months ended July 31, 2020.

 

4. Purchase of Minority interest in Shareholder

 

On December 10, 2019, the Company entered into a definitive share purchase agreement with 2651576 Ontario Inc. (the “Minority Shareholder”), a private Ontario company, to acquire the remaining 49.9% interest (the “Minority Interest”) in High Tide’s majority-owned subsidiary, KushBar Inc. (“KushBar”). Pursuant to the definitive agreement, High Tide, which held a controlling interest of 50.1% in KushBar, acquired the Minority Interest in a transaction (the “Transaction”) that resulted in KushBar becoming a wholly owned subsidiary of High Tide. The consideration paid for the minority interest was by the issuance of a secured convertible debenture in the principal amount of approximately $700 to settle a shareholder loan with the minority shareholder and 2,645,503 number of common shares in the capital of High Tide (“Shares”) having an aggregate fair value of $500, with each common share priced at the 10-day volume weighted average trading price of the shares on the CSE immediately prior to the closing date. The book value of the non-controlling interest at the time of the purchase was negative $187. The incremental amount of the fair value of the consideration paid over the book value of the non-controlling interest at December 10, 2019, of $687 was recognized as an adjustment to accumulated deficit.

 

12

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

5. Revenue from Contracts with Customers

 

For the three months ended July 31, 2020   Retail     Wholesale     Corporate     Total  
    $     $     $     $  
Primary geographical markets                        
Canada     16,232       1,139       36       17,407  
USA     3,832       1,487       -       5,319  
International     478       -       -       478  
Total revenue     20,542       2,626       36       23,204  
Major products and services                                
Cannabis     14,650       -       -       14,650  
Smoking accessories     5,128       2,496       -       7,624  
Franchise royalties and fees     53       -       35       88  
Other revenue     711       130       1       842  
Total revenue     20,542       2,626       36       23,204  
Timing of revenue recognition                                
Transferred at a point in time     20,542       2,626       36       23,204  
Total revenue     20,542       2,626       36       23,204  

 

For the nine months ended July 31, 2020   Retail     Wholesale     Corporate     Total  
    $     $     $     $  
Primary geographical markets                        
Canada     42,652       2,781       343       45,776  
USA     6,911       2,884       -       9,795  
International     864       -       -       864  
Total revenue     50,427       5,665       343       56,435  
Major products and services                                
Cannabis     38,622       -       -       38,622  
Smoking accessories     9,941       5,392       -       15,333  
Franchise royalties and fees     554       -       330       884  
Other revenue     1,310       273       13       1,596  
Total revenue     50,427       5,665       343       56,435  
Timing of revenue recognition                                
Transferred at a point in time     50,427       5,665       343       56,435  
Total revenue     50,427       5,665       343       56,435  

  

13

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

6. Intangible Assets and Goodwill

 

    Software     Licenses     Lease
buy-out
    Brand
Name
    Goodwill     Total  
    $     $     $     $     $     $  
Cost                                    
Balance, October 31, 2018     159       -       777       -       -       936  
Additions     553       -       1,780       -       -       2,333  
Additions from business combinations     1,136       2,594       -       1,539       9,066       14,335  
Impairment loss     -       -       -       -       (4,600 )     (4,600 )
Balance, October 31, 2019     1,848       2,594       2,557       1,539       4,466       13,004  
Additions (i)     323       -       104       -       -       427  
Additions from business combinations (Note 3)     -       6,116       -       -       1,886       8,002  
Impairment loss     -       -       -       -       -       -  
Balance, July 31, 2020     2,171       8,710       2,661       1,539       6,352       21,433  
Accumulated depreciation                                                
Balance, October 31, 2018     2       -       -       -       -       2  
Amortization     109       75       191       -       -       375  
Balance, October 31, 2019     111       75       191       -       -       377  
Amortization     160       650       151       -       -       961  
Balance, July 31, 2020     271       725       342       -       -       1,338  
Foreign currency translation                                                
Balance, October 31, 2018     -       -       -       -       -       -  
Recorded in other comprehensive loss     60       -       -       57       336       453  
Balance, October 31, 2019     60       -       -       57       336       453  
Recorded in other comprehensive loss     (2 )     -       -       (2 )     (11 )     (15 )
Balance, July 31, 2020     58       -       -       55       325       438  
Net book value                                                
Balance at October 31, 2018     157       -       777       -       -       934  
Balance, October 31, 2019     1,677       2,519       2,366       1,482       4,130       12,174  
Balance, July 31, 2020     1,842       7,985       2,319       1,484       6,027       19,657  

 

(i) On March 2, 2020, the Company acquired a lease for a cannabis retail store located in Canmore, Alberta (“Canmore”). The total consideration paid to acquire the lease was $104, which was paid by issuance of 612,764 common shares of High Tide with a fair value of $104 based on the 10-day volume weighted average price of $0.17 prior to the closing date. The Company has begun the process of converting the store to a Canna Cabana retail location for the sale of recreational cannabis, subject to inspection and licensing by Alberta Gaming, Liquor and Cannabis.

 

14

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

7. Property and Equipment

 

    Office
equipment and
computers
    Leasehold
improvements
    Vehicles     Buildings     Total  
    $     $     $     $     $  
Cost                              
Balance, October 31, 2018     193       3,609       167       145       4,114  
Additions     196       6,823       -       2,655       9,674  
Additions from business combinations     63       293       -       -       356  
Impairment loss     -       (220 )     -       -       (220 )
Balance, October 31, 2019     452       10,505       167       2,800       13,924  
Additions     238       1,599       -       -       1,837  
Additions from business combinations (Note 3)     31       911       -       -       942  
Impairment loss (i)     (8 )     (239 )     -       -       (247 )
Balance, July 31, 2020     713       12,776       167       2,800       16,456  
Accumulated depreciation                                        
Balance, October 31, 2018     49       325       142       -       516  
Depreciation     78       940       6       2       1,026  
Balance, October 31, 2019     127       1,265       148       2       1,542  
Depreciation     68       1,459       5       8       1,540  
Balance, July 31, 2020     195       2,724       153       10       3,082  
Net book value                                        
Balance, October 31, 2018     144       3,284       25       145       3,598  
Balance, October 31, 2019     325       9,240       19       2,798       12,382  
Balance, July 31, 2020     518       10,052       14       2,790       13,374  

  

(i) During the nine months ended July 31, 2020, the Company undertook a strategic shift with regards to its retail operations. As a result of the strategic shift, one of the retail locations in Lloydminster was closed permanently which resulted in an impairment of $247.

 

8. Prepaid expenses and deposits

 

As at   July 31,
2020
    October 31,
2019
 
    $     $  
Business acquisition deposit     100       300  
Deposits on cannabis retail outlets     1,595       1,380  
Prepaid interest, insurance and other     1,668       1,833  
Prepayment on inventory purchases     1,278       385  
Total     4,641       3,898  
Less current portion     (3,046 )     (2,518 )
Long-term     1,595       1,380  

 

9. Trade and other receivables

 

As at   July 31,
2020
    October 31,
2019
 
    $     $  
Trade accounts receivable     3,009       1,066  
Sales tax receivable     351       162  
Other receivables (i)     873       1,157  
Total     4,233       2,385  

 

(i) Other receivables balance of $873 primarily consists of royalties earned from Ontario licensees.

 

15

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

10. Convertible Debentures

 

i. On November 28, 2018, the Company entered into an agreement for a brokered private placement for the sale of up to 20,000 unsecured convertible debentures of the Company, at a price of $1 per debenture for gross proceeds of up to $20,000. The debentures bear interest at a rate of 8.5% per annum, payable on the last business day of each calendar quarter. The debentures are convertible to common shares of the Company at a price of $0.75 per common share and mature two years from the closing of the offering. The first closing occurred on December 13, 2018 issuing 11,330 debentures at a price of $1 per debenture for gross proceeds of $11,330. The company incurred $618 in issue costs in relation to the first closing which included the 504,733 broker warrants valued at $93 using Black-Scholes model with the following assumptions: stock price of $0.36; expected life of 2 years; $Nil dividends; 130% volatility; and risk-free interest rate of 1.60%. Each broker warrant is exercisable for one common share of the Company at a price of $0.75 per share until December 11, 2020. Management calculated the fair value of the liability component as $8,907 using a discount rate of 22%, with the residual amount of $2,422 net of deferred tax of $654 being allocated to the conversion feature recorded in equity. The Company incurred $618 in debt issuance cost, $486 was allocated to debt component and the remaining $132 to the equity.

 

On July 24, 2020, the Company entered into a debt restructuring agreement of $10,808 of the Company’s outstanding debt held by a key industry investor under an 8.5% senior unsecured convertible debenture issued in December 2018. The Company agreed to pay to the key investor certain structured installment payments over a period of over approximately three years, beginning on November 1, 2021, the parties have agreed to amend the original debenture into a secured convertible debenture of the Company in the principal amount equal to the $10,808 (the “Deferred Amount”). The Structured Payments, which start in November 2021, will be credited towards the Deferred Amount. As part of the Debt Restructuring, the parties have also (i) extended the maturity date of the amended debenture to January 1, 2025, (ii) amended the conversion price such that the Deferred Amount is convertible into common shares of High Tide (“HITI Shares”) at a conversion price of $0.425 per HITI Share, and (iii) amended the interest provisions such that the Deferred Amount will not bear any interest until maturity, with the portion of the Deferred Amount outstanding on maturity bearing interest on and from the maturity date at a rate of 8.5% per annum. Management calculated the fair value of the liability component as $5,200 using a discount rate of 22% along with forecasted scheduled payments, with the residual amount of $1,000 being allocated to equity. The Company also recognized $3,576 as a gain on extinguishment of debenture.

 

ii. On April 10, 2019, the Company closed the first tranche of the sale of unsecured convertible debentures of the Company under a non-brokered private placement for gross proceeds of $8,360. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.75 per share and mature two years from the closing of the private placement. Under the private placement, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.75 original principal amount of its debenture, resulting in 11,146,667 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.85 per share for two years from the date of issuance. The company incurred $50 in legal costs which was paid by the issuance of 100,000 shares with a fair value of $0.50 per share. The debentures bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.48 prior to the closing date of the private placement. Concurrent with the issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 1,752,621 Shares. Management calculated the fair value of the liability component as $7,138 using a discount rate of 22%, with the residual amount of $1,222 net of deferred tax of $330 being allocated to warrants, recorded in equity. The Company incurred $58 in debt issuance cost, $50 being allocated to debt component and the remaining $8 to the warrants. On December 4, 2019, the Company repaid $1,500 and on April 1, 2020, the Company repaid $367 towards the principal of the convertible debt. During, the nine months ended July 31, 2020 the Company recognized $186 loss on extinguishment of debenture.

 

iii. On June 17, 2019, the Company closed the final tranche of the sale of unsecured convertible debentures of the Company under the non-brokered private placement for gross proceeds of $3,200. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.75 per share and mature two years from the closing of the offering. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.75 original principal amount of its debenture, resulting in 4,266,667 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.85 per share for two years from the date of issuance. The debentures will bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.384 prior to the closing date of the offering. Concurrent with the final tranche issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 855,615 Shares. Management calculated the fair value of the liability component as $2,732 using a discount rate of 22%, with the residual amount of $468 net of deferred tax of $128 being allocated to warrants, recorded in equity. On June 15, 2020, the Company issued an aggregate of 1,871,343 common shares of High Tide (“Interest Shares”) to certain holders of unsecured convertible debentures of the Company, in satisfaction of the annual amount of interest due to the holders.

 

16

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

10. Convertible Debentures (continued)

 

iv. On November 14, 2019, the Company closed the sale of unsecured convertible debentures of the Company under a non-brokered private placement for gross proceeds of $2,000. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.252 per share and mature two years from the closing of the offering. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.252 original principal amount of its debenture, resulting in 7,936,057 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.50 per share for two years from the date of issuance. The debentures will bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.255 prior to the closing date of the offering. Concurrent with the final tranche issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 784,314 Shares.

 

Management calculated the fair value of the liability component as $1,707 using a discount rate of 22%, the conversion option at relative fair value of $161 and the residual of $132 being allocated to warrants, recorded in equity. 

 

v. On December 4, 2019, the Company closed the sale of unsecured convertible debentures of the Company under a non-brokered private placement for gross proceeds of $2,115. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.252 per share and mature two years from the closing of the offering. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.252 original principal amount of its debenture, resulting in 8,392,857 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.50 per share for two years from the date of issuance. The debentures will bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.208 prior to the closing date of the offering. Concurrent with the final tranche issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 1,016,826 Shares. An advising fee of $3 was paid in connection to the convertible debt.

 

Management calculated the fair value of the liability component as $1,806 using a discount rate of 22%, the conversion option at relative fair value of $167 and the residual of $142 being allocated to warrants, recorded in equity. 

 

vi. On December 12, 2019, the Company issued $700, to acquire the remaining 49.9% interest (the “Minority Interest”) in HighTide’s majority-owned subsidiary, KushBar Inc. Pursuant to the definitive agreement, High Tide, which held a controlling interest of 50.1% in KushBar, acquired the Minority interest in a transaction (the “Transaction”) that resulted in KushBar becoming a wholly owned subsidiary of High Tide. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.25 per share and mature two years from the closing of the offering. The debentures do not bear any interest rate. However, that any principal amount outstanding following the maturity date will bear interest at a rate of 10% per annum until repaid. If, following the expiry of all hold periods imposed by applicable Canadian securities laws, the volume-weighted average trading price of the common shares on the CSE exceeds $0.30 for a period of 30 consecutive days, High Tide will be entitled to, subject to certain other conditions being met, cause the holder to convert all or part of the outstanding principal amount of the debenture into common shares. In addition, if at any time during the term thereof, High Tide issues securities at a price deemed lower than the conversion price then in effect, then, subject to certain other conditions, such conversion price will be adjusted downward to such lower price.

 

In accordance with IFRS 9, the equity conversion option embedded in the convertible debenture was determined to be a derivative liability, which has been recognized separately at its fair value of $230. The equity conversion option was classified as a derivative liability as it can be settled through the issuance of a variable number of shares, cash, or a combination thereof, based on the trading price at the time of settlement. The fair value of the equity conversion option was determined using the Black-Scholes model and the following assumptions: stock price: $0.18; expected life of 2 year; $nil dividends; expected volatility of 70%; exercise price of $0.25; and risk-free interest rate of 1.94%. The debt host has been recognized at its amortized cost of $470, which represents the remaining fair value allocated from the amount of shareholder loan settled of $700. As of July 31, 2020, the conversion option had a fair value of $203 and the Company recognized a $27 unrealized gain on the derivative liability for the nine months ended July 31, 2020. The fair value of the equity conversion option was determined using the Black-Scholes model and the following assumptions: stock price: $0.15; expected life of 1.4 year; $nil dividends; expected volatility of 70%; exercise price of $0.25; and risk-free interest rate of 0.52%.

 

17

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

10. Convertible Debentures (continued)

 

vii. On December 14, 2019, the Company issued $2,000 in convertible debt to settle the put option related to Grasscity acquisition valued at $2,554 as of October 31, 2019. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.252 per share and mature two years from the closing of the offering. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.252 original principal amount of its debenture, resulting in 7,936,508 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.50 per share for two years from the date of issuance. The debentures will bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.175 prior to the closing date of the offering. Concurrent with the final tranche issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 1,142,857 Shares.

 

Management calculated the fair value of the liability component as $1,707 using a discount rate of 22%, the conversion option at relative fair value of $428 and the residual of $419 being allocated to warrants, recorded in equity. 

 

viii. On January 6, 2020, the Company entered into a loan agreement with Windsor Private Capital (“Windsor”), a Toronto-based merchant bank, for a senior secured, non-revolving term credit facility (“the Facility”) in the amount of up to $10,000. The Company will have immediate access to an initial $6,000, that can be drawn down at Company’s discretion, and subject to satisfaction of certain conditions, will provide the Company with access to an additional $4,000. Provided that certain conditions are satisfied, the Facility will automatically extend for an additional one-year term. The principal amount advanced under the facility is convertible, during its term at any time after an initial 6 month hold period, and at Windsor’s option, into common shares in the capital of the Company at a conversion price of $0.17 per share and mature one year from the closing of the offering. The conversion price is subject to downward adjustment if the Company, at any time during the term of the facility, issues securities at a price deemed lower than the conversion price then in effect. Pursuant to the loan agreement, Windsor is entitled to a one-time placement fee equal to 3.5% of the initial Facility amount, which the Company capitalized into the principal amount advanced under the Facility. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.17 original principal amount of its debenture, resulting in 58,823,529 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.255 per share for two years from the date of issuance. Amounts drawn down under the facility will bear interest at a rate of 11.5% per annum, payable monthly, in arrears, on the last day of each calendar month. As of January 31, 2020, the Company withdrew in the amount of $5,000 from the credit facility. As of July 31, 2020, the Company still have access to unused remaining balance of $5,000.

 

Gross proceeds were $5,000 and net proceeds were $4,743, net of cash transaction costs of $257. The gross proceeds were allocated using the Black-Scholes model to value warrants at $1,248 which was recorded as a derivative liability for $1,248, the host debt component for $3,430, and the embedded derivatives for $322. The warrants were initially valued at $1,248 using the Black-Scholes model and the following assumptions were used: stock price of $0.16; expected life of two years; $nil dividends; expected volatility of 70%; exercise price of $0.255; and a risk-free interest rate of 0.52%. At July 31, 2020, the warrants were revalued at $745 using the Black-Scholes model and the following assumptions were used: stock price of $0.145; expected life of 1.4 years; $nil dividends; expected volatility of 70%; exercise price of $0.255; and a risk-free interest rate of 0.52% and recognized a gain of $503 as revaluation of derivative liability. Subsequent changes in fair value of the equity conversion option will be recognized through profit and loss (i.e. FVTPL). The equity conversion option was classified as a derivative liability as it can be settled through the issuance of a variable number of shares, cash or a combination thereof, based on the trading price at the time of settlement. The fair value of the equity conversion option was determined using the Black-Scholes model and the following assumptions: stock price: $0.16; expected life of 2 year; $nil dividends; expected volatility of 70%; exercise price of $0.255; and risk-free interest rate of 1.98%. Management elected to capitalize $257 transaction costs, which are directly attributable to the issuance of the loan agreement. As of July 31, 2020, the conversion option had a fair value of $171 and the Company recognized a $151 unrealized gain on the derivative liability for the nine months ended July 31, 2020. The fair value of the equity conversion option was determined using the Black-Scholes model and the following assumptions: stock price: $0.145; expected life of 1.4 year; $nil dividends; expected volatility of 70%; exercise price of $0.255; and risk-free interest rate of 0.52%.

 

18

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

10. Convertible Debentures (continued)

 

As at   July 31,
2020
    October 31,
2019
 
    $     $  
Convertible debentures, beginning of year     19,664       -  
Gain on extinguishment of debenture     (3,390 )        
Cash advances from debt     9,115       22,890  
Debt issuance to settle liabilities     2,700       -  
Debt issuance costs paid in cash     (260 )     (471 )
Debt issuance costs paid in equity instruments     -       (93 )
Transfer of warrants component to equity     (693 )     (1,690 )
Transfer of conversion component to equity     (1,755 )     (2,422 )
Transfer of conversion component to derivative liability     (1,800 )     -  
Repayment of debt     (1,867 )     -  
Accretion on convertible debentures     3,408       1,450  
Total     25,122       19,664  
Less current portion     (14,518 )     -  
Long-term     10,604       19,664  

 

11. Finance and other costs

 

Finance and other costs are comprised of the following:

 

    Three months ended
July 31
    Nine months ended
July 31
 
    2020     2019     2020     2019  
    $     $     $     $  
Accretion expense - convertible debenture     1,251       480       3,408       578  
Accretion expense - notes payable     52       -       108       -  
Interest on convertible debenture     818       488       2,223       622  
Interest on notes payable     70       21       234       21  
Accretion of lease liability     358       -       1,022       -  
Transaction costs     193       51       364       193  
Acquisition costs     -       -       624       -  
Total     2,742       1,040       7,983       1,414  

 

12. Deferred liability

 

On February 14, 2020, the Company entered into an asset sale agreement with Halo Labs Inc. (“Halo”), under which High Tide will sell its KushBar retail cannabis assets and the rights to 5 permitted retail cannabis stores (the “Portfolio”) to Halo for $12,000, payable in the form of 46,153,846 common shares of Halo at deemed price of $0.26 per share, of which $3,500 has been paid to the Company as a non-refundable deposit, which have been recorded as deferred liability, as the transaction is subject to regulatory approval. During the nine months ended July 31, 2020, the Company sold 10,168,500 common shares of Halo for $1,458 and recognized $1,186 loss on sale of these common shares against deferred liability. The remaining 3,293,038 shares were valued at July 31, 2020 at $395 which resulted in a unrealized loss of $461 for the nine months ended July 31, 2020 and which was also recorded against the deferred liability.

 

    $  
Deposit     3,500  
Loss on sale of marketable securities     (1,186 )
Unrealized loss     (461 )
As at July 31, 2020     1,853  

  

19

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

13. Notes payable

 

On May 23, 2019, the Company acquired all of the issued and outstanding shares of Dreamweavers for aggregate consideration of $3,094 which included 3,100,000 common shares with a fair value of $1,147, 1,550,000 purchase warrants exercisable at $0.75 per common share of High Tide and notes payables of $300 repayable over five years with zero interest rate due at each anniversary date. Notes payable was valued at $102 by discounting it over five years at market interest rate of 22%. During, the three-month ended July 31, 2020, the Company incurred accretion of $10.

 

On June 26, 2019, the Company purchased a building in Niagara, Ontario, for the purpose of opening a Canna Cabana retail location. The consideration for the building consisted of $754 in cash, out of which $54 was legal fees, a $1,600 vendor take back loan, and $300 paid in shares. The loan had a twelve - month term at an interest rate of 5.5% per annum payable monthly with a maturity date of June 30th, 2020. On July 16, 2020, the Company refinanced the loan through Windsor Private Capital (“Windsor”), a Toronto-based merchant bank. The new loan has a seventeen - month term and bears an interest rate of 10% per annum payable monthly with a maturity date of December 30th, 2021. The Company also incurred $43 in transaction costs, which will be expensed over the term of the loan.

 

On September 4, 2019, the Company entered into a $2,000 term loan agreement with a private lender. The loan had a twelve-month term and carried an interest rate of 12% per annum payable monthly. In connection with the advance of the loan, the Company issued 1,600,000 warrants to the lender. Each warrant is redeemable for one common share in the capital of the Company at a price of $0.85 per Common Share for a period of two years from the date of the loan agreement. Management calculated the fair value of the liability component as $1,895 using a discount rate of 22%, with the residual amount of $105 being allocated to warrants, recorded in equity. During, the three-month ended July 31, 2020, the Company incurred accretion of $12. The loan was personally guaranteed by the CEO.

 

On February 21, 2020, the Company completed the acquisition of 102088460 Saskatchewan Ltd. (“102088460”) which operated a licensed retail cannabis store in Tisdale, Saskatchewan. As consideration for the acquisition, the Company paid to the vendor $200 in cash, $500 in the form of a promissory note due six months from the time of closing of the transaction which bears no interest and also issued to the vendor 5,000,000 common shares in the capital of the Company. In connection with the transaction, the Company acquired all the issued and outstanding shares of 102088460. The note payable has been recorded at its fair value of $470 by discounting it over six months at a market interest rate of 22%. During the three-months ended July 31, 2020, the Company incurred accretion of $30.

 

The Company obtained a government loan under the Canada Emergency Response Benefit, part of Canada’s COVID-19 economic response plan. The loan bears no interest and has a maturity date of December 31, 2022.

 

As at   July 31,
2020
    October 31,
2019
 
          $  
Vendor loan     1,600       1,600  
Term loan     1,977       1,910  
Acquisition - Dreamweavers - notes payable     62       122  
Acquisition - 102088460 – promissory note     500       -  
Government loan     200       -  
Total     4,339       3,632  
Less current portion     (2,537 )     (3,570 )
Long-term     1,802       62  

 

14. Derivative Liability

 

The put option issued on the Grasscity acquistion on December 19, 2018 was initially measured at $2,853 using a monte-carlo simulation and the following assumptions: stock price: $0.3623; expected life of 1 year; $nil dividends; expected volatility of 126% based on comparable companies; exercise price of $0.50; and risk-free interest rate of 1.65%. On October 31, 2019, the Company revalued the fair value of the derivative liability and recognized an unrealized gain of $732 in the consolidated statements of income (loss) and other comprehensive income (loss). On Decemeber 14, 2019, the Company settled the derivative liability of $2,554 by issuance of $2,000 convertible debt and recognized a loss of $433 as revaluation of derivative liability. The derivative liability was revalued to $2,554 using the Black-Scholes model and the following assumptions: stock price: $0.25; expected life of 1 year; $nil dividends; expected volatility of 92% based on comparable companies; exercise price of $0.50; and risk-free interest rate of 1.65%.

 

20

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

15. Share Capital

 

(a) Issued:

  

Common shares:      
    Number of
shares
    Amount  
    #     $  
Opening balance, November 1, 2018     151,749,914       35,695  
Issued upon listing of securities     36,728,474       13,051  
Issued upon closing of Grasscity acquisition     8,410,470       3,047  
Issued to pay fees in shares     4,042,203       1,607  
Issued to pay interest via shares     2,608,236       1,156  
Reduction in share capital     -       (29,699 )
Issued upon closing of Dreamweavers acquisition     3,100,000       1,147  
Share-based compensation     200,000       71  
Issued upon closing of Jasper Ave. acquisition     559,742       205  
Balance, July 31, 2019     207,399,039       26,280  
Opening balance, November 1, 2019     207,406,629       26,283  
Issued to pay fees in shares (i)     3,852,319       860  
Issued to pay interest via shares (Note 10)     6,782,011       1,168  
Acquisition - KushBar (Note 4)     2,645,503       500  
Acquisition - Hamilton (Note 3)     4,761,905       1,100  
Acquisition - Sudbury (Note 3)     5,319,149       1,218  
Acquisition - Tisdale (Note 3)     5,000,000       975  
Asset acquisition - Canmore (Note 6)     612,764       104  
Balance, July 31, 2020     236,380,280       32,208  

 

(i) During the nine months ended July 31, 2020, the Company settled payables of $860 through issuance of 3,852,319 common shares of the Company. The fair value of these shares was determined based on 10 -day volume weighted average price of shares before settlement.

 

16. Stock Option Plan

 

The Company’s stock option plan limits the number of common shares reserved under the plan from exceeding a “rolling maximum” of ten (10%) percent of the Company’s issued and outstanding common shares from time to time. The stock options vest at the discretion of the Board of Directors, upon grant to directors, officers, employees and consultants of the Company and its subsidiaries. All options that are outstanding will expire upon maturity, or earlier, if the optionee ceases to be a director, officer, employee or consultant or there is a merger, amalgamation or change in control of the Company. Generally, one-fourth vesting immediately, one-fourth twelve months after the option grant date, one-fourth eighteen months after the option grant date and one-fourth twenty-four months after the option grant date. The maximum exercise period of an option shall not exceed 10 years from the grant date. Changes in the number of stock options, with their weighted average exercise prices, are summarized below:

 

    July 31, 2020     October 31, 2019  
    Number of
options
    Weighted
Average
Exercise
Price ($)
    Number of
options
    Weighted
Average
Exercise
Price ($)
 
Balance, beginning of year     10,610,000       0.50       -       -  
Granted     200,000       0.50       12,410,000       0.50  
Forfeited     (1,400,000 )     0.50       (1,800,000 )     0.50  
Balance, end of period     9,410,000       0.50       10,610,000       0.50  
Exercisable, end of period     7,371,250       0.50       5,966,875       0.50  

 

For the nine months ended July 31, 2020, the Company recorded share-based compensation of $100 (2019 -$2,029) related to stock options.

 

21

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

17. Warrants

 

    Number of
warrants
    Warrants
amount
    Derivative
liability
amount
    Weighted
average
exercise
price
   

Weighted

average

number of
years to

expiry

    Expiry
dates
    #     $     $     $            
Opening balance, November 1, 2018     4,252,620       905       -       0.3773       0.19      
Special warrants converted into units November 27, 2018     18,364,236       3,853       -       0.7500       0.16     November 26, 2020
Issued to brokers for financing     504,733       93       -       0.7500       0.00     December 10, 2020
Issued warrants on Convertibile debt April 18, 2019     11,146,667       885       -       0.8500       0.18     April 17, 2021
Issued warrants for acquisition - Dreamweavers     1,550,000       295       -       0.7500       0.03     May 22, 2021
Issued warrants on convertibile debt June 17, 2019     4,266,667       340       -       0.8500       0.09     June 16, 2021
Issued warrants for services     2,000,000       132       -       0.5000       0.03     March 21, 2021
Balance, July 31, 2019     42,084,923       6,503       -       0.6896       0.68      
Opening balance, November 1, 2019     43,677,333       6,609       -       0.6083       0.72      
Issued warrants for services (i)     300,000       63       -       0.3800       0.00     September 3, 2021
Issued warrants for services (ii)     3,500,000       390       -       0.3000       0.03     November 12, 2021
Issued warrants for services (iii)     1,000,000       111       -       0.3000       0.01     November 12, 2021
Issued warrants on Convertibile debt November 14, 2019 (Note 10)     7,936,507       132       -       0.5000       0.08     November 14, 2021
Issued warrants on Convertibile debt December 4, 2019 (Note 10)     8,392,857       142       -       0.5000       0.08     December 4, 2021
Issued warrants on Convertibile debt December 14, 2019 (Note 10)     7,936,508       419       -       0.5000       0.08     December 12, 2021
Issued warrants for acquisition - Saturninus Partners (Note 3)     2,500,000       210       -       0.4000       0.04     January 26, 2022
Issued warrants on Convertibile debt January 06, 2020 (Note 10)(iv)     58,823,529       -       745       0.2550       0.62     January 6, 2022
Warrants expired     (1,865,270 )     (401 )     -       -       -      
Balance, July 31, 2020     132,201,464       7,675       745       0.4159       1.66      

 

i) The Company issued 300,000 warrants for business development consultancy. Each warrant will allow the holder to acquire one common share at $0.38. The warrants were valued at $63 using the Black-Scholes model as, the fair value of the services provided cannot be measured reliably and the following assumptions were used: stock price of $0.37; expected life of two years; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.38; and a risk-free interest rate of 1.6%.

 

ii) The Company issued 3,500,000 warrants for business development consultancy. Each warrant will allow the holder to acquire one common share at $0.30. The warrants were valued at $390 using the Black-Scholes model as, the fair value of the services provided cannot be measured reliably and the following assumptions were used: stock price of $0.22; expected life of two years; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.30; and a risk-free interest rate of 1.6%.

 

iii) The Company issued 1,000,000 warrants for business development consultancy. Each warrant will allow the holder to acquire one common share at $0.30. The warrants were valued at $111 using the Black-Scholes model as, the fair value of the services provided cannot be measured reliably and the following assumptions were used: stock price of $0.22; expected life of two years; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.30; and a risk-free interest rate of 1.6%.

 

iv) The Company issued 58,823,529 warrants under a loan offering. Warrants vest based on amount drawn from the credit facility. Out of which 35,294,117 are exercisable as of July 31, 2020. Each warrant entitles the holder to acquire one share at an exercise price of $0.255 per share for two years from the date of issuance. The vested warrants were initially valued at $1,248 using the Black-Scholes model and the following assumptions were used: stock price of $0.16; expected life of two years; $nil dividends; expected volatility of 70%; exercise price of $0.255; and a risk-free interest rate of 0.52%. At July 31, 2020, the warrants were revalued at $745 using the Black-Scholes model and the following assumptions were used: stock price of $0.145; expected life of 1.4 years; $nil dividends; expected volatility of 70%; exercise price of $0.255; and a risk-free interest rate of 0.52% and recognized a gain of $503 as revaluation of derivative liability.

 

As at July 31, 2020, 108,672,052 warrants were exercisable.

 

22

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

18. Income (Loss) Per Share

 

    Three months ended
July 31
    Nine months ended
July 31
 
    2020     2019     2020     2019  
    $     $     $     $  
Net income (loss) for the period     4,268       (3,724 )     (4,630 )     (10,864 )
Non-controlling interest     -       28       8       102  
Net income (loss) for the period attributable to owners of the Company     4,268       (3,696 )     (4,622 )     (10,762 )

 

    #     #     #     #  
Weighted average number of common shares - basic and diluted     234,508,932       204,361,819       226,865,123       193,021,524  
Basic income (loss) per share     0.02       (0.02 )     (0.02 )     (0.06 )
Dilutive income (loss) per share(i)     0.02       (0.02 )     (0.02 )     (0.06 )

  

(i) The Company did not have any options, warrants or other potential dilutive common share instruments outstanding during the periods ended July 31, 2020 and 2019.

 

19. Financial Instruments and Risk Management

 

The Company’s activities expose it to a variety of financial risks. The Company is exposed to credit, liquidity, and market risk due to holding certain financial instruments. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance.

 

Risk management is carried out by senior management in conjunction with the Board of Directors.

 

A full analysis is provided in Note 22 of the audited consolidated financial statements of the company for the year ended October 31, 2019 with significant updates as follows:

 

Credit risk

 

Credit risk arises when a party to a financial instrument will cause a financial loss for the counter party by failing to fulfill its obligation. Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents, trade receivable, marketable securities and loans receivable. The credit risk relating to cash and cash equivalents balance is limited because the counterparties are large commercial banks. The amount reported for trade receivable in the statement of financial position is net of expected credit loss and the net carrying value represents the Company’s maximum exposure to credit risk. Trade receivable credit exposure is minimized by entering into transactions with creditworthy counterparties and monitoring the age and balances outstanding on an ongoing basis. Sales to retail customers are required to be settled in cash or using major credit cards, mitigating credit risk.

 

The following table sets forth details of the aging profile of trade accounts receivable and the allowance for expected credit loss:

 

As at   July 31,
2020
    October 31,
2019
 
    $     $  
Current (for less than 30 days)     2,538       650  
31 – 60 days     41       99  
61 – 90 days     171       80  
Greater than 90 days     638       1,876  
Less allowance     (379 )     (1,639 )
      3,009       1,066  

 

During the nine month period ended July 31, 2020, $1,260 in trade receivables were written off against the loss allowance due to bad debts (year ended October 31, 2019 – $100). Individual receivables which are known to be uncollectible are written off by reducing the carrying amount directly. The remaining accounts receivable are assessed collectively to determine whether there is objective evidence that an impairment has been incurred but not yet been identified.

 

23

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

19. Financial Instruments and Risk Management (continued)

 

The Company performs a regular assessment of collectability of accounts receivables. In determining the expected credit loss amount, the Company considers the customer’s financial position, payment history and economic conditions. For the period ended July 31, 2020, management reviewed the estimates and have not created any additional loss allowances on trade receivable.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company generally relies on funds generated from operations, equity and debt financings to provide sufficient liquidity to meet budgeted operating requirements and to supply capital to expand its operations. The Company continues to seek capital to meet current and future obligations as they come due. Maturities of the Company’s financial liabilities are as follows:

 

    Contractual
cash flows
    Less than
one year
    1-5
years
    Greater than
5 years
 
    $     $     $     $  
October 31, 2019                        
Accounts payable and accrued liabilities     4,408       4,408       -       -  
Notes payable     3,632       3,570       62       -  
Shareholder loans     701       701       -       -  
Convertible debentures     19,664       -       19,664       -  
Total     28,405       8,679       19,726       -  
July 31, 2020                                
Accounts payable and accrued liabilities     7,917       7,917       -       -  
Notes payable     4,339       2,537       1,802       -  
Convertible debentures     25,122       14,518       10,604       -  
Total     37,378       24,972       12,406       -  

 

Interest rate risk

 

The Company is not exposed to significant interest rate risk as its interest-bearing financial instruments carry a fixed rate of interest.

 

Foreign currency risk

 

Foreign currency risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company maintains cash balances and enters into transactions denominated in foreign currencies, which exposes the Company to fluctuating balances and cash flows due to variations in foreign exchange rates.

 

The Canadian dollar equivalent carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities as at July 31, 2020 was as follows:

 

(Canadian dollar equivalent amounts of US dollar and
Euro balances)
  July 31,
2020 (Euro)
    July 31,
2020 (USD)
    July 31,
2020 Total
    October 31,
2019
 
    $     $     $     $  
Cash     103       806       909       252  
Accounts receivable     21       1,740       1,761       421  
Accounts payable and accrued liabilities     (960 )     (200 )     (1,160 )     (998 )
Net monetary assets     (836 )     2,346       1,510       (325 )

 

Assuming all other variables remain constant, a fluctuation of +/- 5.0 percent in the exchange rate between the United States dollar and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $117 (October 31, 2019 - $11). Maintaining constant variables, a fluctuation of +/- 5.0 percent in the exchange rate between the Euro and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $42 (October 31, 2019 - $17). To date, the Company has not entered into financial derivative contracts to manage exposure to fluctuations in foreign exchange rates.

 

24

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

20. Segmented Information

 

Segments are identified by management based on the allocation of resources, which is done on a basis of selling channel rather than by legal entity. As such, the Company has established two main segments, being retail and wholesale, with a Corporate segment which includes oversight and start up operations of new entities until such time as revenue generation commences. The reportable segments are managed separately because of the unique characteristics and requirements of each business.

 

    Retail     Retail     Wholesale     Wholesale     Corporate     Corporate     Total     Total  
  2020     2019     2020     2019     2020     2019     2020     2019  
For the three months ended July 31,   ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)  
Total Revenue     20,541       6,643       2,627       1,421       36       224       23,204       8,288  
Gross margin     8,284       2,343       909       494       35       223       9,228       3,060  
Income (loss) from operations     2,917       (1,614 )     107       (541 )     (914 )     (1,883 )     2,110       (4,038 )
Net Income (loss)     2,267       (1,202 )     84       (325 )     1,917       (2,197 )     4,268       (3,724 )
                                                                 
                                                                 
Total assets     50,264       32,350       6,907       4,819       18,703       3,574       75,874       40,743  
Total liabilities     22,960       4,521       1,737       672       37,526       26,143       62,223       31,336  

 

    Canada     Canada     USA     USA     Europe     Europe     Total     Total  
  2020     2019     2020     2019     2020     2019     2020     2019  
For the three months ended July 31,   ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)  
Total Revenue     18,852       6,971       -       -       4,352       1,317       23,204       8,288  
Gross margin     7,142       2,365       -       -       2,086       695       9,228       3,060  
Income (loss) from operations     1,071       (3,734 )     (301 )     -       1,340       (304 )     2,110       (4,038 )
Net Income (loss)     3,422       (3,449 )     (321 )     -       1,167       (275 )     4,268       (3,724 )
                                                                 
Total assets     71,886       33,894       1,514       -       2,474       6,849       75,874       40,743  
Total liabilities     59,836       30,830       699       -       1,688       506       62,223       31,336  

 

    Retail     Retail     Wholesale     Wholesale     Corporate     Corporate     Total     Total  
  2020     2019     2020     2019     2020     2019     2020     2019  
For the nine months ended July 31,   ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)  
Total Revenue     50,429       14,319       5,664       5,314       342       252       56,435       19,885  
Gross margin     19,100       4,982       1,952       1,968       341       252       21,393       7,202  
Income (loss) from operations     4,111       (4,418 )     (626 )     (958 )     (3,261 )     (7,872 )     224       (13,248 )
Net (loss) Income     2,673       (3,400 )     (677 )     (1,503 )     (6,626 )     (5,961 )     (4,630 )     (10,864 )

 

    Canada     Canada     USA     USA     Europe     Europe     Total     Total  
  2020     2019     2020     2019     2020     2019     2020     2019  
For the nine months ended July 31,   ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)  
Total Revenue     48,582       16,574       -       -       7,853       3,311       56,435       19,885  
Gross margin     17,379       5,552       -       -       4,014       1,650       21,393       7,202  
Income (loss) from operations     (546 )     (12,582 )     (688 )     -       1,458       (666 )     224       (13,248 )
Net (loss) Income     (5,212 )     (10,229 )     (750 )     -       1,332       (635 )     (4,630 )     (10,864 )

 

25

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

21. Related Party Transactions

 

As at July 31, 2020, the Company had the following transactions with related parties as defined in IAS 24 – Related Party Disclosures, except those pertaining to transactions with key management personnel in the ordinary course of their employment and/or directorship arrangements and transactions with the Company’s shareholders in the form of various financing.

 

Financing transactions

 

Included in the convertible debenture issued on December 12, 2018, was an investment by CannaIncome Fund Corporation for a total subscription amount of $250, whose CEO is a director of the Company.

 

Operational transactions

 

An office and warehouse unit, approximately 27,000 square feet, has been developed by Grover Properties Inc., a company that is related through a common controlling shareholder and the President & CEO of the company. The office and warehouse space were leased to High Tide to accommodate the Company’s operational expansion. The lease was established by an independent real estate valuations services company at prevailing market rates and has annual lease payments totalling $386 per annum. The primary lease term is 5 years with two additional 5-year term extensions exercisable at the option of the Company. To facilitate the mortgage for the development of this unit, a loan guarantee of up to $1,500 has been provided by Smoker’s Corner Ltd., a subsidiary of High Tide Inc.

 

A director of the Company was engaged to provide legal services to the Company. During the nine months ended July 31, 2020, the Company’s expenses included $89 (2019 - $92) related to these services.

 

22. Right of Use Assets and Lease Obligations

 

The Company entered into various lease agreements predominantly to execute its retail platform strategy. The Company leases properties such as various retail stores and offices. Lease contracts are typically made for fixed periods of 5 to 10 years but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.

 

Right of use assets    $  
Balance at November 1, 2019     19,638  
Net additions     1,876  
Depreciation expense for the period     (2,521 )
Balance at July 31, 2020     18,993  

 

Lease Liabilities    $  
Balance at November 1, 2019     19,543  
Net additions     2,258  
Cash outflows in the period     (3,400 )
Accretion (Interest) expense for the period ended     1,022  
Balance at July 31, 2020     19,423  
Current     (4,725 )
Non-current     14,698  

 

The following is a summary of the contractual undiscounted cash outflows for lease obligations as of July 31, 2020:

 

    $  
Less than one year     5,103  
Between one and five years     11,440  
Greater than five years     3,922  
      20,465  

 

26

 

 

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended July 31, 2020 and 2019

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

 

23. Contingent liability

 

An action with the Court of Queen’s Bench (Alberta) (the “QB Claim”) and a complaint with the Human Rights Tribunal (Alberta) (the “HR Complaint”) was filed by a former employee. The amount claimed by the former employee is approximately $200 plus interest and other costs. The Company has calculated a provision based on the amount claimed and the probability of the QB Claim being successful.

 

24. Non-controlling interest

 

On December 10, 2019, the Company entered into a definitive share purchase agreement with 2651576 Ontario Inc. (the “Minority Shareholder”), a private Ontario company, to acquire the remaining 49.9% interest (the “Minority Interest”) in High Tide’s majority-owned subsidiary, KushBar Inc. (“KushBar”). Pursuant to the definitive agreement, High Tide, which held a controlling interest of 50.1% in KushBar, acquired the Minority Interest in a transaction (the “Transaction”) that resulted in KushBar becoming a wholly owned subsidiary of High Tide. The net change in the non-controlling interests for the nine months ended July 31, 2020, were as follows:

 

    $  
As at October 31, 2019     (179 )
Net Income     (8 )
Purchase of non-controlling interest     187  
As at July 31, 2020     -  

 

25. Subsequent events

 

i. On August 21, 2020, the Company entered into a definitive arrangement agreement to acquire all of the issued and outstanding shares of Meta Growth Corp (“Meta Growth” or “META”). The Transaction will be affected by way of a plan of arrangement under the Business Corporations Act (Alberta). Under the terms of the Arrangement Agreement, High Tide will acquire all of the issued and outstanding META Shares, with each META Shareholder receiving 0.824 of a High Tide Share for each META Share, which implies a price per META Share of $0.133 based on the 10-day volume-weighted average price of the META Shares on the TSX Venture Exchange and High Tide Shares on the Canadian Securities Exchange as of August 20, 2020. After giving effect to the Transaction, META Shareholders will hold approximately 45.625% ownership in the pro forma entity (on a pro forma fully-diluted in-the-money and as converted basis).

 

The Transaction is subject to, among other things, the approval of META Shareholders at a special meeting (the “Special Meeting”) expected to be convened by META Growth, receipt of required regulatory and court approvals, High Tide Shares listing on the TSXV and other customary conditions of closing. Approval of High Tide shareholders is not required.

 

ii. On September 2, 2020, the Company entered into an amended and restated asset purchase agreement (the “Amended Agreement”) to amend the terms of the previously announced asset purchase agreement dated February 14, 2020 (the “Asset Purchase Agreement”) wherein High Tide agreed to sell KushBar retail cannabis assets to Halo Labs Inc., a wholly owned subsidiary of Halo. The Amended Agreement provides for the sale of less assets, namely, the exclusion of cannabis retail stores in the midst of development and development permits, and a lower purchase price of $5.7 million compared to $12 million under the Asset Purchase Agreement. The Amended Agreement reduces the deemed price per Halo share from $0.26 to $0.16, and results in High Tide being paid the consideration for the sale in cash versus Halo securities. The transaction is subject to regulatory approval.

 

iii. On September 14, 2020, the Company has entereted into an agremeement with existing lender to extend the term of a $2,000 loan which bears an interest rate of 12% pursuant to a loan agreement dated September 4, 2019. Under the terms of the loan amending agreement, the maturity of the Loan was extended until September 30, 2021. The Company has also entered into a warrant exchange agreement wherein the 1,600,000 warrants the lender originally received as consideration for the Loan under the Loan Agreement, having an exercise price of $0.85 per common share and exercisable for a period of 2 years from the effective date of the Loan, were cancelled and 1,600,000 of new warrants having an exercise price of $0.30 per Common Share and expiring on September 30, 2021 were issued.

 

27

EXHIBIT 99.63

 

 

 

 

 

 

 

 

 

 

 

Management’s Discussion & Analysis

For the three and nine months ended July 31, 2020 and 2019

 

 

 

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the three and nine months ended July 31, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

This Management’s Discussion and Analysis (“MD&A”) of High Tide Inc. (“High Tide” or the “Company”) for the three and nine months ended July 31, 2020 and 2019 is dated September 15, 2020. This MD&A should be read in conjunction with the audited Consolidated Financial Statements of the Company for the year ended October 31, 2019 (hereafter the “Financial Statements”) and with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”).

 

In this document, the terms “we”, “us” and “our” refer to High Tide. This document also refers to the Company’s three reportable operating segments: (i) the “Retail” Segment represented by brands, including Canna Cabana, KushBar, Grasscity, and CBDcity (ii) the “Wholesale” Segment represented by RGR Canada (“RGR”), Valiant Distribution (“VAL”) and Famous Brandz (“Famous Brandz”), and (iii) the “Corporate” Segment.

 

High Tide is a retail-focused cannabis corporation enhanced by the manufacturing and distribution of cannabis lifestyle accessories. The Company’s shares are listed on the Canadian Securities Exchange (“CSE”) under the symbol “HITI”, the Frankfurt Stock Exchange (“FSE”) under the securities identification code ‘WKN: A2PBPS’ and the symbol “2LY”, and on the OTCQB Market (“OTCQB”) under the symbol “HITIF”. The address of the Company’s corporate and registered office is # 120 – 4954 Richard Road SW, Calgary, Alberta T3E 6L1, while the address of the Company’s headquarters is #112, 11127 15 Street NE, Calgary, Alberta, T3K 2M4.

 

Additional information about the Company, including the October 31, 2019 audited Consolidated Financial Statements, news releases and the Company’s long-form prospectus can be accessed at www.sedar.com and at www.hightideinc.com.

 

Forward-Looking Information and Statements

 

Certain statements contained within this MD&A, and in certain documents incorporated by reference into this document, constitute forward-looking statements. These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “budget”, “plan”, “continue”, “estimate”, “expect”, “forecast”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements.

 

In particular, this MD&A contains forward-looking statements pertaining, without limitation, to the following: changes in general and administrative expenses; future business operations and activities and the timing thereof; the future tax liability of the Company; the estimated future contractual obligations of the Company; the future liquidity and financial capacity of the Company; and its ability to fund its working capital requirements and forecasted capital expenditures.

 

We believe the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in, or incorporated by reference into, this MD&A should not be unduly relied upon.

 

These forward-looking statements speak only as of the date of this MD&A or as of the date specified in the documents incorporated by reference into this MD&A. The actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this MD&A: counterparty credit risk; access to capital; limitations on insurance; changes in environmental or legislation applicable to our operations, and our ability to comply with current and future environmental and other laws; changes in income tax laws or changes in tax laws and incentive programs relating to the cannabis industry; and the other factors discussed under “Financial Instruments and Risk Management” in this MD&A.

 

Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking statements contained in this MD&A and the documents incorporated by reference herein are expressly qualified by this cautionary statement. The forward-looking statements contained in this document speak only as of the date of this document and the Company does not assume any obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable securities laws.

 

2

 

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the three and nine months ended July 31, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Changes in Accounting Policies and Critical Accounting Estimates

 

The significant accounting policies applied in preparation of the unaudited Condensed Interim Consolidated Financial Statements for the three and nine months ended July 31, 2020 are consistent with those applied and disclosed in Note 2 of the Company’s 2019 Audited Consolidated Financial Statements. On November 1, 2019, the Company adopted IFRS 16 – Leases. The new standard has significant changes to the lessee accounting by removing the distinction between operating and finance leases and requires lessees to recognize a lease liability reflecting its obligation for future lease payments and a right-of-use asset representing its right to use the underlying asset. The impact of the adoption of IFRS 16 is disclosed in Note 2 and Note 22 of the Condensed Interim Consolidated Financial Statements for the three and nine months ended July 31, 2020. Critical accounting estimates remain the same as disclosed in the Audited Consolidated Financial Statements for the year ended October 31, 2019.

 

On November 1, 2019, the Company adopted the new accounting standard, IFRS 16, Leases (“IFRS 16”) using the modified retrospective approach and has not restated comparatives for the 2019 reporting period, as permitted under the specific transitional provisions in the standard.

 

Non-IFRS Financial Measures

 

Throughout this MD&A, references are made to non-IFRS financial measures, including earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and Adjusted EBITDA. These measures do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. Non-IFRS measures provide investors with a supplemental measure of the Company’s operating performance and therefore highlight trends in Company’s core business that may not otherwise be apparent when relying solely on IFRS measures. Management uses non-IFRS measures in measuring the financial performance of the Company.

 

Corporate Overview

 

Nature of Operations

 

The Company’s vision is to offer a full range of best-in-class products and services to cannabis consumers, while growing organically and through acquisitions, to become the world’s premier retail-focused and vertically integrated enterprise.

 

The Company’s retail operations are focused on business-to-consumer markets. The operations of Canna Cabana (which is one of Canada’s largest cannabis retail networks) and KushBar are focused both on the retail sale of recreational cannabis products for adult use as well as consumption accessories. Grasscity has been operating as a major e-commerce retailer of consumption accessories and cannabis lifestyle products for over 20 years. It has significant brand equity in the United States and around the world, while providing an established online sales channel for High Tide to sell its proprietary products.

 

The wholesale operations of RGR are primarily focused on the manufacturing and distribution of consumption accessories and cannabis lifestyle products. RGR designs and distributes a proprietary suite of branded consumption accessories including overseeing their contract manufacturing by third parties. RGR also distributes a minority of products that are manufactured by third parties. RGR does not sell its products directly to consumers but operates an e-commerce platform for wholesale customers. Like RGR, the wholesale operations of Famous Brandz are primarily focused on the manufacturing and distribution of consumption accessories and cannabis lifestyle products. Famous Brandz differentiates itself from RGR by focusing on acquiring celebrity licences, designing, and distributing branded cannabis lifestyle products. Famous Brandz has developed an extensive network of wholesale clients across Canada, the United States and Europe.

 

3

 

   
 

High Tide Inc.

Management’s Discussion and Analysis

For the three and nine months ended July 31, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Established Consumer Brands:

 

 

 

Competitive Landscape

 

As of the date of this MD&A, the Company operates 34 corporately owned retail cannabis locations represented by 31 Canna Cabana locations and 3 KushBar locations. Further, the Company has a 50% interest in a partnership that operates a branded retail Canna Cabana location in Sudbury, Ontario. The Company is also represented by one branded location in Toronto, Ontario, as well as one franchise in Calgary. In total, the Company currently has a total of 37 branded retail cannabis stores operating across Canada. After quarter end, the Company entered into a definitive arrangement agreement to acquire META Growth Corp. Upon close of this transaction, the Company will become the single largest cannabis retailer in Canada in terms of annualized revenue and store footprint.

 

Canna Cabana provides a unique customer experience focused on retention and loyalty through its Cabana Club membership platform. Members of Cabana Club receive short message service (“SMS”) and email communications highlighting new and upcoming product arrivals, member-only events, and other special offers. As of the date of this MD&A, approximately 57,000 members have joined Cabana Club, with the majority subscribing in-store, while completing purchase transactions. As a result, the database communicates with highly relevant consumers who are segmented at the local level by delivering regular content that is specific to their local Canna Cabana location. Canna Cabana and KushBar both operate amongst many competitors, both consolidated chains and independent operators. Notable competitors include Fire & Flower, Nova Cannabis, Spiritleaf and Tokyo Smoke, as well as numerous independent retailers.

 

The Company anticipates significant additional increases in revenue due to the continuous growth in the issued licenses in Ontario and increases in the variety of cannabis edibles and concentrate products. Limited initial releases of vape and edible products by Canadian Licensed Producers (“LPs”) have been well received by current retail customers, while also attracting many new customers who were previously purchasing from illicit market vendors. As new products within the highly popular concentrates category become available, the Company expects to gain even more share of the Canadian cannabis consumer market.

 

Most of the Company’s competitors applicable to its Wholesale Segment operate primarily as product distributors, while RGR and Famous Brandz both design, source, import and distribute their products. This creates advantages through vertical integration, thereby enabling RGR and Famous Brandz to bring unique product designs to market and offer wholesale customers favourable terms and flexible pricing.

 

In the future, the Company expects its Retail Segment to experience increased competition from the recreational cannabis industry as a greater number of third-party stores are established across Canada, offering both cannabis products and consumption accessories. However, the Company believes that its product knowledge, operational expertise, and margin maximization achieved through its vertically integrated Wholesale Segment will enable it to operate profitably over the long term. In addition, the Company expects opportunities to arise from the legalization of recreational cannabis for its Wholesale Segment to acquire new clients by supplying third-party retailers with consumption accessories on a wholesale basis, thereby offsetting some of the risks associated with the increased competition expected to affect the Retail Segment. While the Company is presently focused on its existing markets in the Provinces of Ontario, Alberta, and Saskatchewan, the Company is waiting for final approval from the British Columbia Liquor Distribution Branch (“BC LDB”) to establish up to the maximum number of eight Canna Cabana locations per operator in the Province of British Columbia. The Company is currently evaluating entering other provinces and territories including Manitoba, North West Territories, and the Yukon as regulations permit and anticipates being able to grow both organically as well as through acquisitions in the future.

 

4

 

   
 

High Tide Inc.

Management’s Discussion and Analysis

For the three and nine months ended July 31, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Select Financial Highlights and Operating Performance

 

    Three months ended
July 31
          Nine months ended
July 31
       
    2020     2019     % Change     2020     2019     % Change  
    $     $           $     $        
Revenue     23,204       8,288       180 %     56,435       19,885       184 %
Gross Profit     9,228       3,060       202 %     21,393       7,202       197 %
Gross Profit Margin     40 %     37 %     3 %     38 %     36 %     2 %
Total Operating Expenses     (7,118 )     (7,098 )     0 %     (21,169 )     (20,450 )     4 %
Adjusted EBITDA(a)     3,961       (3,369 )     NM       5,346       (10,204 )     NM  
Income (loss) from Operations     2,110       (4,038 )     NM       224       (13,248 )     NM  
Net Income (loss)     4,268       (3,724 )     NM       (4,630 )     (10,864 )     (57 %)
Income (Loss) Per Share (Basic)     0.02       (0.02 )     NM       (0.02 )     (0.06 )     (67 %)
Income (Loss) Per Share (Diluted)     0.02       (0.02 )     NM       (0.02 )     (0.06 )     (67 %)

 

(a) Adjusted EBITDA is a non-IFRS financial measure. A reconciliation of the Adjusted EBITDA to Net Loss in found under “EBITDA and Adjusted EBITDA” in this MD&A.

 

NM - Not Meaningful

 

Revenue increased by 180% to $23,204 in the third quarter of fiscal 2020 (2019: $8,288) and gross profit increased by 202% to $9,228 in the third quarter of fiscal 2020 (2019: $3,060). Income from operations increased to $2,110 in the third quarter of fiscal 2020 (2019: loss $4,038).

 

The key factors affecting the results for the three-month period ended July 31, 2020 were:

 

  Merchandise Sales – Merchandise sales increased by $14,567 or 189% for the three-month period ended July 31, 2020 as compared to same period in 2019. Growth in merchandise sales was largely driven by acquired businesses, the organic increase in the number of Canna Cabana stores and a shift in consumer spending towards e-commerce that resulted in a significant increase in sales on Grasscity.com.
     
Operating Expenses – Operating expenses were on par with the same quarter last year. With continued cost control initiatives, operating expenses as a percentage of revenue decreased by 55% in the third quarter to 31% from 86% for the same period last year.

 

Revenue

 

Revenue increased by 180% or $14,916 to $23,204 in the third quarter of fiscal 2020 (2019: $8,288) and by 184% or $36,550 to $56,435 in the nine-month period ended July 31, 2020 (2019: $19,885).

 

The increase in revenue was driven primarily by the Company’s Retail Segment via the operations of Canna Cabana and Grasscity.

 

Sales growth led to an increase in revenue of $14,916 across all segments. During the three-month period ended July 31, 2020, Canna Cabana locations processed over 397,371 transactions and fortified the Company’s loyal customer base by growing its Cabana Club to over 57,000 members, thereby strongly connecting new shoppers to the Company’s consumer-focused retail experience.

 

5

 

   
 

High Tide Inc.

Management’s Discussion and Analysis

For the three and nine months ended July 31, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

The Company’s industry leading Cabana Club program delivers information to existing customers. Cabana Club members receive SMS and email communications highlighting new and upcoming product arrivals, member-only events, and special offers that connect them to their local Canna Cabana store.  The program focuses on building long-term purchase habits and a strong relationship with customers. Over 50% of the Company’s daily business is conducted with regular Cabana Club members. Cabana Club members spend, on average, 20% more than non-Cabana Club members, which enhances the Retail Segment’s overall basket-size.

 

During the fiscal year, the Company launched its proprietary data analytics service named CabanalyticsTM and started generating recurring subscription-based revenue. The Company continues to realize significant increases in its data analytics service through a growing subscriber base.

 

Gross Profit

 

For the three-month period ended July 31, 2020, gross profit increased by 202% or $6,168 to $9,228 (2019: $3,060) and by 197% or $14,191 to $21,393 for the nine-month period ended July 31, 2020 (2019: $7,202). The increase in gross profit was driven by an increase in sales volume and the optimization of sales costs. The gross profit margin also increased to 40% in the three-month period ended July 31, 2020 (2019: 37%) and to 38% in the nine-month period ended July 31, 2020 (2019: 36%).

 

Operating Expenses

 

Operating expenses were on par with the same quarter of the previous year. With continued cost control initiatives, operating expenses as a percentage of revenue decreased by 55% in the third quarter to 31% from 86% for the same period last year.

 

Salaries, wages, and benefits expenses increased by $914 for the three-month period ended July 31, 2020, compared to the same period during the prior year. The increase in staffing was due to the planned need for additional personnel within the Retail Segment to facilitate growth in the number of cannabis locations and, by extension, an increase in revenue.

 

General and administrative expenses decreased by $1,214 for the three-month period ended July 31, 2020 compared to the same period in 2019 primarily because of the adoption of IFRS 16 resulting in reclassification of lease payments to depreciation and finance costs, cost saving initiatives, and Government of Canada’s Canadian Emergency Wage Subsidy.

 

Professional fees decreased by $460 during the three-month period ended July 31, 2020, compared to the same period during the prior year because of one-time costs incurred in the prior year.

 

Financing and Other Costs

 

Financing and other costs of $2,742 was recorded during the three-month period ended July 31, 2020, representing the expense associated with the interest expense related to convertible debentures, the accretion of lease liabilities, transaction costs related to securing a loan, as well as transaction costs related to the Company’s acquisitions.

 

6

 

   
 

High Tide Inc.

Management’s Discussion and Analysis

For the three and nine months ended July 31, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Segment Operations

 

For the three months ended July 31,   Retail
2020
($)
    Retail
2019
($)
    Wholesale
2020
($)
    Wholesale
2019
($)
    Corporate
2020
($)
    Corporate
2019
($)
    Total
2020
($)
    Total
2019
($)
 
Total Revenue     20,541       6,643       2,627       1,421       36       224       23,204       8,288  
Gross margin     8,284       2,343       909       494       35       223       9,228       3,060  
Income (loss) from operations     2,917       (1,614 )     107       (541 )     (914 )     (1,883 )     2,110       (4,038 )
Net Income (loss)     2,267       (1,202 )     84       (325 )     1,917       (2,197 )     4,268       (3,724 )
                                                                 
Total assets     50,264       32,350       6,907       4,819       18,703       3,574       75,874       40,743  
Total liabilities     22,960       4,521       1,737       672       37,526       26,143       62,223       31,336  

 

Retail Segment Performance

 

 

 

The Company’s Retail Segment demonstrated significant sales growth with an increase in revenue of $13,898 for the three-month period ended July 31, 2020, compared to same period last year. Revenue growth is primarily attributable to its acquired businesses, which resulted in an increased number of Canna Cabana locations and transactions on Grasscity.com due to shifting consumer habits.

 

Grasscity attracts approximately 7 million users to its online store each year and has had over 34 million unique users join its online forums since inception. High Tide continues to invest in Grasscity to refresh its online sales platform, increase its searchability, align its supply chain with RGR & Famous Brandz, and optimize its distribution channels. Grasscity enables the Company to leverage its vertical integration to improve order fulfillment, customer reach, product margins and its overall profitability.

 

Gross profit for the three-month period ended July 31, 2020 increased by $6,168 compared to same period last year and the gross profit margin increased to 40%. The increase in the gross margin was due to product mix optimization and revenue contributions by Canna Cabana and Grasscity.com, which resulted in a higher blended gross margin.

 

For the three-month period ended July 31, 2020, the Retail Segment recorded income from operations of $2,917 compared to a loss from operations of $1,614 in the same period last year.

 

7

 

   
 

High Tide Inc.

Management’s Discussion and Analysis

For the three and nine months ended July 31, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Wholesale Segment Performance

 

Revenues in the Company’s Wholesale Segment increased by 85% or $1,206 to $2,627 in the three-month period ended July 31, 2020 (2019: $1,421) and by 7% or $350 to $5,664 in the nine-month period ended July 31, 2020 (2019: $5,314). The Company’s Wholesale Segment attracted a significant number of new wholesale and distributor clients due to its proprietary and licensed products.

 

Gross profit increased by $415 to $909 in the three-month period ended July 31, 2020 (2019: $494) and decreased slightly to $1,952 in the nine-month period ended July 31, 2020 (2019: $1,968).

 

The Wholesale Segment reported an income from operations of $107 in the three-month period ended July 31, 2020 (2019: loss $541) and a loss from operations of $626 in the nine-month period ended July 31, 2020 (2019: loss $958).

 

Corporate Segment Performance

 

The Corporate Segment’s main function is to administer the other two Segments (Retail and Wholesale) and is responsible for the executive management and financing needs of the business. The Corporate Segment earned revenues of $36 in the three-month period ended July 31, 2020 (2019: $224) and revenues of $342 in the nine-month period ended July 31, 2020 (2019: $252). The revenue was made up of royalty fees and other revenues.

 

Geographical Markets

 

 

 

* USA revenues are related to sale of smoking accessories and not related to sale of cannabis.

 

8

 

   
 

High Tide Inc.

Management’s Discussion and Analysis

For the three and nine months ended July 31, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

The following presents information related to the Company’s geographical markets and product mix:

 

For the three months ended July 31, 2020   Retail     Wholesale     Corporate     Total  
    $     $     $     $  
Primary geographical markets                        
Canada     16,232       1,139       36       17,407  
USA     3,832       1,487       -       5,319  
International     478       -       -       478  
Total revenue     20,542       2,626       36       23,204  
Major products and services                                
Cannabis     14,650       -       -       14,650  
Smoking accessories     5,128       2,496       -       7,624  
Franchise royalties and fees     53       -       35       88  
Other revenue     711       130       1       842  
Total revenue     20,542       2,626       36       23,204  
Timing of revenue recognition                                
Transferred at a point in time     20,542       2,626       36       23,204  
Total revenue     20,542       2,626       36       23,204  

 

Sales performance increased significantly, on average, with Canna Cabana leading Canadian sales and Grasscity contributing to USA and International sales. Revenues in the International market are comprised of sales made to all countries outside of North America.

 

Summary of Quarterly Results

 

(C$ in thousands,
except per share amounts)
  Q3
2020
    Q2
2020
    Q1
2020
    Q4
2019
    Q3
2019
    Q2
2019
    Q1
2019
    Q4
2018
 
Revenue     23,204       19,572       13,659       11,409       8,288       6,596       5,001       2,283  
Adjusted EBITDA (a)     3,961       1,935       (550 )     (6,004 )     (3,369 )     (3,486 )     (3,349 )     (2,749 )
Income (Loss) from Operations     2,110       57       (1,943 )     (6,393 )     (4,038 )     (4,582 )     (4,628 )     (2,771 )
Net Income (Loss)     4,268       (5,046 )     (3,852 )     (15,427 )     (3,724 )     (3,319 )     (3,821 )     (3,847 )
Net Income (Loss) per Share (Basic)     0.02       (0.02 )     (0.02 )     (0.07 )     (0.02 )     (0.02 )     (0.02 )     (0.05 )
Net Income (Loss) per Share (Diluted)     0.02       (0.02 )     (0.02 )     (0.07 )     (0.02 )     (0.02 )     (0.02 )     (0.05 )

 

(a) Adjusted EBITDA is a non-IFRS financial measure. A reconciliation of the Adjusted EBITDA to Net Loss is found under “EBITDA and Adjusted EBITDA” in this MD&A.

 

Aside from the seasonal increase in consumer spending leading up to and slightly after the winter holiday period, which occurs in the first quarter of the Company’s fiscal year, seasonality is becoming a decreasing factor in the Company’s sales performance as the Retail Segment grows. Quarter-over-quarter revenues increased as the Company expanded Canna Cabana operations, optimized Grasscity and integrated acquired businesses such as 2680495 Ontario Inc. (Canna Cabana Hamilton, Ontario) and 102088460 Saskatchewan Ltd. (Canna Cabana Tisdale, Saskatchewan) into the Company.

 

Adjusted EBITDA increased by $7,330 in the third quarter of 2020 compared to the same period in the prior year due to higher revenues and improving operating expenses as a percentage of revenues.

 

9

 

   
 

High Tide Inc.

Management’s Discussion and Analysis

For the three and nine months ended July 31, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

 

EBITDA and Adjusted EBITDA

 

The Company defines EBITDA and Adjusted EBITDA as per the table below. It should be noted that these performance measures are not defined under IFRS and may not be comparable to similar measures used by other entities. The Company believes that these measures are useful financial metrics as they assist in determining the ability to generate cash from operations. Investors should be cautioned that EBITDA and Adjusted EBITDA should not be construed as an alternative to net earnings or cash flows as determined under IFRS. The reconciling items between net earnings, EBITDA, and Adjusted EBITDA are as follows:

 

    2020(1)     2019(2)     2018(3)
      Q3       Q2       Q1       Q4       Q3       Q2       Q1       Q4  
Net Income (loss)     4,268       (5,046 )     (3,852 )     (15,429 )     (3,724 )     (3,319 )     (3,821 )     (3,847 )
Income taxes     268       95       (85 )     2,998       (1,310 )     (1,166 )     (1,230 )     (1,529 )
Accretion and interest     2,549       2,631       1,815       1,676       1,040       231       106       -  
Depreciation and amortization     1,849       1,807       1,366       478       462       275       173       58  
EBITDA     8,934       (513 )     (756 )     (10,277 )     (3,532 )     (3,979 )     (4,772 )     (5,318 )
Foreign exchange     4       (17 )     (4 )     49       (41 )     (39 )     75       190  
Transaction and acquisition costs     193       173       622       (36 )     -       -       142       491  
Revaluation of derivative liability     67       125       (439 )     (732 )     -       -       -       -  
(Gain) Loss on extinguishment of debenture     (3,576 )     186       -       -       -       -       -       -  
Impairment loss     -       247       -       4,820       -       -       -       -  
Share-based compensation     2       71       27       180       207       590       1,232       -  
Revaluation of marketable securities     (1,663 )     1,663       -       -       -       -       -       22  
Gain on extinguishment of financial liability     -       -       -       (129 )     -       -       -       -  
Related party balances written off     -       -       -       34       -       -               1,419  
Gain on disposal of property and equipment     -       -       -       -       2       -       (2 )     -  
FV change in conversion feature     -       -       -       -       -       -       -       (28 )
Discount on accounts receivable     -       -       -       87       (5 )     (58 )     (24 )     475  
Adjusted EBITDA     3,961       1,935       (550 )     (6,004 )     (3,369 )     (3,486 )     (3,349 )     (2,749 )

 

(1) Cash outflow for the lease liabilities during the three-months ended July 31, 2020 were $1,261, three-months ended April 30, 2020 were $1,170 and $969 for three months ended January 31, 2020.
(2) Financial information for 2019 has not been restated for the adoption of IFRS 16.
(3) Financial information for 2018 has not been restated for the adoption of IFRS 15 and IFRS 16.

 

10

 

   
 

High Tide Inc.

Management’s Discussion and Analysis

For the three and nine months ended July 31, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Financial Position, Liquidity and Capital Resources

 

Assets

 

As at July 31, 2020, the Company had cash and cash equivalents balance of $7,108 (2019: $806).

 

Working capital including cash and cash equivalents as at July 31, 2020 was a deficit of $11,385 (October 31, 2019: surplus $1,939). The change is mainly due to the maturity of convertible debt of $14,518 and related derivative liability of $1,119 being less than 12 months away as of July 31, 2020. During the first quarter of 2020, the Company secured a credit facility of up to $10,000 from Windsor Capital. During the second quarter of 2020, the Company agreed to sell the assets of KushBar and to Halo Labs for $5,700. During the third quarter of 2020, the Company restructured $10.8 million of debt into an interest free debenture due in 2025. These transactions, positive cash flow from operations, and the planned arrangement with META Growth Crop., announced on August 21, 2020, provide the Company enough liquidity for its working capital needs and to pursue its near-term expansion plan.

 

Total assets of the Company were $75,874 on July 31, 2020 compared to $40,743 on October 31, 2019. The increase in total assets is primarily due to an increase in intangible assets as a result of the acquisition of 2680495 Ontario Inc. (“2680495”), operating as a branded Canna Cabana store in Hamilton, Ontario, the acquisition of 102088460 Saskatchewan Ltd. (“102088460”) which operates a licensed retail cannabis store in Tisdale, Saskatchewan, and a 50% interest in Saturninus Partners, operating as branded Canna Cabana store in Sudbury, Ontario. Assets also increased due to capital asset additions, inventory purchases, and prepaid lease deposits due to the expansion during the period. The increase in total assets is also due to the recognition of right-of-use assets amounting to $18,993 because of the transition to IFRS 16 on November 1, 2019.

 

Liabilities

 

Total liabilities increased to $62,223 at July 31, 2020 compared to $31,336 on October 31, 2019 primarily due to the adoption of IFRS 16 on November 1, 2029. On adoption of IFRS 16, the Company recognized lease assets and liabilities in relation to leases previously classified as “operating leases” under the previous accounting standards. The remaining increase was due to convertible debentures of $5,458. The proceeds from convertible debenture were used for expansion and working capital.

 

Summary of Outstanding Share Data

 

The Company had the following securities issued and outstanding as at the date of this MD&A:

 

Securities(1)   Units 
Outstanding
 
Issued and outstanding common shares     238,231,132  
Warrants     108,672,052  
Stock options     9,410,000  
Convertible debentures     33,646  

 

(1) Refer to the Company’s Consolidated Financial Statements for a detailed description of these securities.

 

Cash Flows

 

During the nine-month period ended July 31, 2020, the Company had an overall increase in cash and cash equivalents of $6,302 (2019: decrease $5,696).

 

Total cash generated from operating activities was $5,809 for the nine-month period ended July 31, 2020 (2019: $13,692 cash used in operating activities). The increase in operating cash outflows is primarily driven by increase in revenue, cost optimization initiatives and adoption of IFRS 16. Cash used in investing activities was $3,290 (2019: $14,378) because of cash paid for the acquisitions of 2680495 and 102088460, net of the sale of marketable securities. Cash from financing activities was $3,783 (2019: $22,374) because of issuing convertible debentures and drawing on the Windsor Capital credit facility to facilitate business acquisitions, net of repayment of convertible debenture and lease payments.

 

11

 

   
 

High Tide Inc.

Management’s Discussion and Analysis

For the three and nine months ended July 31, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Liquidity

 

In addition to cash and cash equivalents and non-cash working capital discussed above, the Company secured a credit facility of up to $10,000 from Windsor Capital during the first quarter of 2020. The Company also agreed to sell the assets of KushBar retail cannabis stores to Halo Labs for amended proceeds of $5,700. On July 24, 2020, the Company entered into a debt restructuring agreement for $10,808 of the Company’s outstanding debt held by a key industry investor under an 8.5% senior unsecured convertible debenture issued in December 2018, to an interest free debenture due in 2025. The Company agreed to pay to the key investor certain structured installment payments over a period of over approximately three years, beginning on November 1, 2021. These transactions provide the Company enough liquidity for its working capital needs and to pursue its near-term expansion plan.

 

Capital Management

 

The Company’s objectives when managing capital resources are to:

 

   I. Explore profitable growth opportunities
 II. Deploy capital to provide an appropriate return on investment for shareholders;
III. Maintain financial flexibility to preserve the ability to meet financial obligations; and
IV. Maintain a capital structure that provides financial flexibility to execute on strategic opportunities.

 

The Company’s strategy is formulated to maintain a flexible capital structure consistent with the objectives stated above as well to respond to changes in economic conditions and to the risks inherent in its underlying assets. The Board of Directors does not establish quantitative return on capital criteria for management, but rather promotes year-over-year sustainable profitable growth. The Company is not subject to any externally imposed capital requirements. The Company’s capital structure consists of equity and working capital. To maintain or alter the capital structure, the Company may adjust capital spending, take on new debt and issue share capital. The Company anticipates that it will have adequate liquidity to fund future working capital, commitments, and forecasted capital expenditures through a combination of cash flow, cash-on-hand and financings as required.

 

Off Balance Sheet Transactions

 

The Company does not have any financial arrangements that are excluded from the Financial Statements as at July 31, 2020, nor are any such arrangements outstanding as of the date of this MD&A.

 

Transactions Between Related Parties

 

As at July 31, 2020, the Company had the following transactions with related parties as defined in IAS 24 – Related Party Disclosures, except those pertaining to transactions with key management personnel in the ordinary course of their employment and/or directorship arrangements and transactions with the Company’s shareholders in the form of various financing.

 

Financing transactions

 

Included in the convertible debenture issued on December 12, 2018, was an investment by CannaIncome Fund Corporation for a total subscription amount of $250, whose CEO is a director of the Company.

 

Operational transactions

 

An office and warehouse unit, approximately 27,000 square feet, has been developed by Grover Properties Inc., a company that is related through a common controlling shareholder and the President & CEO of the Company. The office and warehouse space were leased to High Tide to accommodate the Company’s operational expansion. The lease was established by an independent real estate valuations services company at prevailing market rates and has annual lease payments totalling $386 per annum. The primary lease term is five years with two additional five-year term extensions exercisable at the option of the Company. To facilitate the mortgage for the development of this unit, a loan guarantee of up to $1,500 has been provided by a subsidiary of High Tide Inc.

 

12

 

   
 

High Tide Inc.

Management’s Discussion and Analysis

For the three and nine months ended July 31, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

A director of the Company was engaged to provide legal services to the Company. During the nine months ended July 31, 2020, the Company’s expenses included $89 (2019: $92) related to these services.

 

Subsequent events

 

i. On August 21, 2020, the Company entered into a definitive arrangement agreement to acquire all of the issued and outstanding shares of Meta Growth Corp (“Meta Growth” or “META”). The Transaction will be affected by way of a plan of arrangement under the Business Corporations Act (Alberta). Under the terms of the Arrangement Agreement, High Tide will acquire all of the issued and outstanding META Shares, with each META Shareholder receiving 0.824 of a High Tide Share for each META Share, which implies a price per META Share of $0.133 based on the 10-day volume-weighted average price of the META Shares on the TSX Venture Exchange and High Tide Shares on the Canadian Securities Exchange as of August 20, 2020. After giving effect to the Transaction, META Shareholders will hold approximately 45.625% ownership in the pro forma entity (on a pro forma fully-diluted in-the-money and as converted basis).

 

The Transaction is subject to, among other things, the approval of META Shareholders at a special meeting (the “Special Meeting”) expected to be convened by META Growth, receipt of required regulatory and court approvals, High Tide Shares listing on the TSXV and other customary conditions of closing. Approval of High Tide shareholders is not required.

 

ii. On September 2, 2020, the Company entered into an amended and restated asset purchase agreement (the “Amended Agreement”) to amend the terms of the previously announced asset purchase agreement dated February 14, 2020 (the “Asset Purchase Agreement”) wherein High Tide agreed to sell KushBar retail cannabis assets to Halo Labs Inc., a wholly owned subsidiary of Halo. The Amended Agreement provides for the sale of less assets, namely, the exclusion of cannabis retail stores in the midst of development and development permits, and a lower purchase price of $5.7 million compared to $12 million under the Asset Purchase Agreement. The Amended Agreement reduces the deemed price per Halo share from $0.26 to $0.16, and results in High Tide being paid the consideration for the sale in cash versus Halo securities. The transaction is subject to regulatory approval.

 

iii. On September 14, 2020, the Company has entereted into an agremeement with existing lender to extend the term of a $2,000 loan which bears an interest rate of 12% pursuant to a loan agreement dated September 4, 2019 . Under the terms of the loan amending agreement, the maturity of the Loan was extended until September 30, 2021. The Company has also entered into a warrant exchange agreement wherein the 1,600,000 warrants the lender originally received as consideration for the Loan under the Loan Agreement, having an exercise price of $0.85 per common share and exercisable for a period of 2 years from the effective date of the Loan, were cancelled and 1,600,000 of new warrants having an exercise price of $0.30 per Common Share and expiring on September 30, 2021 were issued.

 

Financial Instruments

 

The Company’s activities expose it to a variety of financial risks. The Company is exposed to credit, liquidity, and market risk because of holding certain financial instruments. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance. Risk management is carried out by senior management in conjunction with the Board of Directors.

 

Financial instruments that subject the Company to credit risk consist primarily of cash, accounts receivable, marketable securities and loans receivable. The credit risk relating to cash and cash equivalents balance is limited because the counterparties are large commercial banks. The amount reported for trade receivable in the statement of financial position is net of expected credit loss and the net carrying value represents the Company’s maximum exposure to credit risk. Trade receivable credit exposure is minimized by entering into transactions with creditworthy counterparties and monitoring the age and balances outstanding on an ongoing basis. Sales to retail customers are required to be settled in cash or using major credit cards, mitigating credit risk.

 

13

 

   
 

High Tide Inc.

Management’s Discussion and Analysis

For the three and nine months ended July 31, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

The Company performs a regular assessment of collectability of accounts receivables. In determining the expected credit loss amount, the Company considers the customer’s financial position, payment history and economic conditions Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company generally relies on funds generated from operations as well as debt and equity financings to provide sufficient liquidity to meet budgeted operating requirements and to supply capital to expand its operations.

 

Foreign currency risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company maintains cash balances and enters into transactions denominated in foreign currencies, which exposes the Company to fluctuating balances and cash flows due to variations in foreign exchange rates.

 

Outlook

 

High Tide remains focused on the fundamentals of being a profitable retailer, while continuing to leverage cannabis and its related accessories through the Company’s manufacturing and e-commerce business portfolio. High Tide’s numerous consumer channels provide access to layered insights and contexts unavailable to its competitors, thereby providing the Company with an advantage in understanding the development of North American and global cannabis user preferences in real time.

 

The Company believes that achieving positive cash flow from operations, the restructuring of $10,808 of debt into an interest-free debenture due in 2025 and the pending acquisition of META Growth has strongly positioned High Tide to execute on its strategic growth objectives for the remainder of fiscal 2020 and beyond. The Company is well funded and operationally prepared to further its expansion in Ontario, as Canada’s largest and most underserved market. This estimate is considered a financial outlook under applicable securities laws. The estimate and any other financial outlooks or future-oriented financial information included herein has been approved by management of High Tide as of the date hereof. Such financial outlooks or future-oriented financial information are provided for the purpose of presenting information about management’s current expectations and goals related to the future business of High Tide. Readers are cautioned that actual results may vary materially because of several risks, uncertainties, and other factors, many of which are beyond High Tide’s control. See “Cautionary Note Regarding Forward-Looking Statements”.

 

At present, High Tide has 34 Canna Cabana branded locations including 25 Canna Cabana locations (including one franchise) in Alberta, two locations in Saskatchewan, six locations in Ontario, one Canna Cabana branded location in Ontario and three KushBar locations in Alberta. The Company also has 18 development permits on hand to continue expanding across Alberta. As previously announced, the three operating KushBar locations have been conditionally sold to US-based Halo Labs. High Tide is currently developing eight retail sites in Alberta. In due course, the Company will develop all permits, among others, to achieve the maximum allowable number of stores per operator in Alberta, which is currently limited to 45 per operator by AGLC until December 31, 2020.

 

Going forward, Ontario is the largest and strategically most important market for the Company. High Tide expects to open four Canna Cabana locations by the first quarter of 2021 and open the remaining locations throughout the fiscal 2021 to reach the provincial maximum of 30 retail cannabis stores per operator. The Company is also in the final stages of satisfying the due diligence process of the BCLDB and intends to open the maximum of eight allowable stores per operator in British Columbia. High Tide is currently evaluating entering Manitoba, Northwest Territories, and the Yukon to open additional cannabis retail stores.

 

Regarding the Company’s e-commerce business, High Tide continues to expand the Grasscity accessories portfolio and its US-based order fulfillment capabilities from its Las Vegas based warehouse. High Tide also launched CBDcity.com in May of 2020 for customers in the US and EU.

 

Overall, management continues to review its Segment based operations and streamline processes to reduce expenses via optimizing staffing levels, lowering general and administrative expenses and minimize incurring professional fees.

 

14

 

   
 

High Tide Inc.

Management’s Discussion and Analysis

For the three and nine months ended July 31, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Risk Assessment

 

Management of High Tide defines risk as the evaluation of probability that an event might happen in the future that could negatively affect the financial condition, results of operations and/or reputation of the Company. The following section describes specific and general risks that could affect the Company. The following descriptions of risk do not include all possible risks as there may be other risks of which management is currently unaware.

 

Changes in Laws and Regulations

 

The Cannabis Act became effective on October 17, 2018. The Company’s success is contingent, in part, upon compliance with regulatory requirements enacted by governmental authorities and obtaining all regulatory approvals for the operation of its business. Further, the Company cannot predict the time required to secure all appropriate regulatory approvals for its business. The impact of cannabis regulatory compliance regime could have an adverse effect on the Company’s business, results of operation and financial condition.

 

Failure to Manage Growth Successfully

 

The Company’s business has grown rapidly in the last year. The Company’s growth places a strain on managerial, financial, and human resources. The Company will need to provide adequate operational, financial and management controls and reporting procedures to manage the continued growth in the number of employees, scope of operations and financial systems as well as the geographic area of operations. Expanding the business into new geographic areas requires the Company to incur costs, which may be significant, before any associated revenues materialize. Future growth beyond the next 12 months will depend upon several factors, including but not limited to the Company’s ability to:

 

issue further equity and/or take on further debt to fund the completion of the Company’s expansion plans, including the build-out of new recreational cannabis stores and the expansion of its client base;
     
hire, train and manage additional employees to provide agreed upon services;
     
execute on and successfully integrate acquisitions; and
     
expand the Company’s internal management to maintain control over operations and provide support to other functional areas within High Tide.

 

High Tide’s inability to achieve any of these objectives could harm the Company’s business, financial condition, reputation, and operating results.

 

Dependence on Key Personnel

 

The success of High Tide is largely dependent on the performance of its key employees and directors. Failure to retain key employees and directors and to attract and retain additional key employees with necessary skills could have a material adverse impact on the Company’s growth and profitability. The departure of any key personnel could have a material adverse effect on the Company’s business, results of operations and financial condition.

 

Competition

 

As more licenses are issued, the Company will experience increased competition from other organizations with more financial resources, market access and marketing experience than the Company. Increased competition may cause price reductions, reduced gross margins and loss of market share, any of which could have a material adverse effect on the Company’s business, results of operation and financial condition.

 

15

 

   
 

High Tide Inc.

Management’s Discussion and Analysis

For the three and nine months ended July 31, 2020 and 2019

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Failure to Secure Retail Locations

 

One of the factors in the growth of the Company’s Cannabis retail business depends on the Company’s ability to secure attractive locations on terms acceptable to the Company. The Company faces competition for retail locations from its competitors and from operators of other businesses. There is no assurance that future locations will produce the same results as past locations.

 

Cyber Risks

 

The Company and its third-party services provider’s information systems are vulnerable to an increasing threat of continually evolving cybersecurity risks. These risks may take the form of malware, computer viruses, cyber threats, extortion, employee error, malfeasance, system errors or other types of risks, and may occur from inside or outside of the respective organizations. The operations of the Company depend, in part, on how well networks, equipment, information technology systems and software are protected against damage from several threats. The failure of information systems or a component of information system could, depending on the nature of any such failure, could have a material adverse effect on the Company’s, business, its reputation, results of operations and financial condition.

 

Market Risk

 

The COVID-19 outbreak remains unknown and it has introduced uncertainty and volatility into global markets and economies. The Company is monitoring developments and is prepared for various impacts related to COVID-19. The Company has a comprehensive pandemic and business continuity plan that ensures its readiness to appropriately address and mitigate various business risks and potential impacts to customers and employees. The Company believes this could have a material adverse effect on the Company’s business, results of operations and financial condition.

 

 

16

 

EXHIBIT 99.64

 

 

August 6, 2020

 

Alberta Securities Commission

British Columbia Securities Commission

Saskatchewan Financial and Consumer Affairs Authority

Manitoba Securities Commission

Ontario Securities Commission

New Brunswick Securities Commission

Nova Scotia Securities Commission

Prince Edward Island Securities Office

Newfoundland and Labrador, Service NL

 

Dear Sirs/Mesdames:

 

Re: High Tide Inc.

Change of Auditor Notice dated July 31, 2020

 

 

 

Pursuant to National Instrument 51-102 (Part 4.11), we have read the above-noted Change of Auditor Notice and confirm our agreement with the information contained in the Notice pertaining to our firm.

 

Yours sincerely,

 

Chartered Professional Accountants

 

cc: The Board of Directors, High Tide Inc.

 

EXHIBIT 99.65

 

 

 

FOR IMMEDIATE RELEASE

 

High Tide to Open Canna Cabana in Popular Year-Round Tourist Destination of Banff

 

The Banff store is located on the main shopping street of Banff Avenue, serving 4 million tourists annually

 

High Tide secured this premium location organically without any acquisition costs, in a premier market with limited availability

 

Calgary, AB, August 7, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY) a retail-focused cannabis corporation enhanced by the manufacturing and distribution of cannabis lifestyle accessories, today announced that the Canna Cabana retail cannabis store located in Unit #L08/09 at 215 Banff Avenue in Banff, Alberta (the “Banff Store”) will be opening on Wednesday, August 12, 2020 after receiving its license from Alberta Gaming Liquor and Cannabis on August 6. The Banff Store marks the Company’s 28th location in Alberta and 37th retail cannabis store across Canada.

 

“As one of only two locations on Banff Avenue, the Banff Store is a significant addition to the Company’s retail portfolio. Canna Cabana is conveniently accessible to consumers directly from Banff Avenue, which is a unique opportunity to serve the four million tourists who visit Banff year round, as well as local residents,” said Raj Grover, President and Chief Executive Officer of High Tide. “This premium location was secured organically without any acquisition cost, and we are excited to bring our signature retail cannabis experience to this world-renowned tourist destination.” added Mr. Grover.

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of cannabis lifestyle accessories. Its premier Canadian retail brand Canna Cabana spans 34 locations in Ontario, Alberta and Saskatchewan, with additional locations under development across Canada. High Tide has been serving cannabis consumers for over a decade through its numerous lifestyle accessory enterprises including eCommerce platforms Grasscity.com and CBDcity.com, lifestyle and licensed entertainment brand manufacturer Famous Brandz, and its wholesale distribution divisions RGR Canada Inc. and Valiant Distribution.

 

High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB). 

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com. 

 

 

 

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. business. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

 

 

EXHIBIT 99.66

 

 

FOR IMMEDIATE RELEASE

 

High Tide Appoints Global Leader EY as Auditor

 

Calgary, AB, August 10, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of cannabis lifestyle accessories, announces that it has changed its auditor from MNP LLP, Chartered Professional Accountants (the “Former Auditor”) to Ernst & Young LLP, Chartered Professional Accountants (the “Successor Auditor”). The Former Auditor resigned effective July 30, 2020, at the Company’s request, and the Company’s board of directors appointed the Successor Auditor to fill the resulting vacancy, effective July 30, 2020, until the close of the next annual meeting of the Company’s shareholders. Having developed a wide-reaching national brand and business in the legal retail cannabis sector, the Company’s board of directors believed it was appropriate to appoint a prominent and competitively ranked global accounting firm.

 

The change of auditor notice required under National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”) and associated material will be filed on SEDAR under the Company’s profile within the prescribed time period. There were no reservations or modified opinions in any auditor’s reports nor any reportable events as defined in NI 51-102 in connection with the audits by the Former Auditor of the Company’s most recently completed financial year or any subsequent period.

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of cannabis lifestyle accessories. Its premier Canadian retail brand Canna Cabana spans 34 locations in Ontario, Alberta and Saskatchewan, with additional locations under development across Canada. High Tide has been serving cannabis consumers for over a decade through its numerous lifestyle accessory enterprises including eCommerce platforms Grasscity.com and CBDcity.com, lifestyle and licensed entertainment brand manufacturer Famous Brandz, and its wholesale distribution divisions RGR Canada Inc. and Valiant Distribution.

 

High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB). 

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com. 

 

 

 

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. business. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

 

 

EXHIBIT 99.67

 

EXECUTION COPY

 

HIGH TIDE INC.

 

as the Buyer

 

and

 

META GROWTH CORP.

 

as the Company

 

 

ARRANGEMENT AGREEMENT

 

 

AUGUST 20, 2020

 

TABLE OF CONTENTS

 

ARTICLE I INTERPRETATION 4
Section 1.01     Definitions. 4
Section 1.02     Interpretation Not Affected by Headings. 20
Section 1.03     Currency. 21
Section 1.04     Number and Gender. 21
Section 1.05     Date for Any Action. 21
Section 1.06     Schedules. 21
Section 1.07     Accounting Terms. 21
Section 1.08     Knowledge. 21
Section 1.09     Consent. 21
Section 1.10     Other Definitional and Interpretive Provisions. 22
ARTICLE II THE ARRANGEMENT 22
Section 2.01     The Arrangement. 22
Section 2.02     Obligations of the Parties. 22
Section 2.03     Interim Order. 22
Section 2.04     Court Proceedings. 24
Section 2.05     Company Circular. 24
Section 2.06     Company Meeting. 27
Section 2.07     Final Order. 28
Section 2.08     Plan of Arrangement and Effective Time. 28
Section 2.09     Company Warrants and Debentures. 29
Section 2.10     Payment of Consideration. 30
Section 2.11     Public Communications. 30
Section 2.12     Tax Matters. 31
Section 2.13     Buyer Directors. 31
Section 2.14     Adjustment of Consideration Shares. 31
Section 2.15     United States Securities Law Matters. 31
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 33
Section 3.01     Representations and Warranties of the Company. 33
Section 3.02     Survival of Representations and Warranties. 48
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BUYER 48
Section 4.01     Representations and Warranties. 48
Section 4.02     Survival of Representations and Warranties. 62
ARTICLE V COVENANTS 63
Section 5.01     Conduct of Business of the Company. 63
Section 5.02     Conduct of Business of the Buyer. 66
Section 5.03     Covenants Relating to the Arrangement. 70
Section 5.04     Covenants Related to Regulatory Approvals. 71
Section 5.05     Access to Information. 72
Section 5.06     Indemnification and Insurance. 73
ARTICLE VI CONDITIONS 74
Section 6.01     Mutual Conditions. 74

 

2 

 

Section 6.02     Additional Conditions to the Obligations of the Buyer. 76
Section 6.03     Additional Conditions to the Obligations of the Company. 77
Section 6.04     Notice and Cure Provisions. 79
Section 6.05     Merger of Conditions. 80
ARTICLE VII NON-SOLICITATION AND TERMINATION PAYMENTS 80
Section 7.01     Company Covenant Regarding Non-Solicitation. 80
Section 7.02     Notice of Company Superior Proposal Determination. 84
Section 7.03     Buyer Covenant Regarding Non-Solicitation. 87
Section 7.04     Notice of Buyer Superior Proposal Determination. 91
Section 7.05     Company Termination Payment Event. 93
Section 7.06     Buyer Termination Payment Event. 95
ARTICLE VIII AMENDMENT AND TERMINATION 97
Section 8.01     Amendment. 97
Section 8.02     Termination. 97
Section 8.03     Effect of Termination. 100
ARTICLE IX GENERAL PROVISIONS 100
Section 9.01     Expenses. 100
Section 9.02     Notices. 100
Section 9.03     Time of the Essence. 101
Section 9.04     Further Assurances. 101
Section 9.05     Third-Party Beneficiaries. 102
Section 9.06     Waiver. 102
Section 9.07     Entire Agreement. 102
Section 9.08     Successors and Assigns. 102
Section 9.09     Severability. 102
Section 9.10     Governing Law; Submission to Jurisdiction; Choice of Language. 103
Section 9.11     Rules of Construction. 103
Section 9.12     No Liability. 103
Section 9.13     Counterparts. 103
Schedule A  
Plan of Arrangement  
Schedule B  
Arrangement Resolution  
Schedule C  
Supporting Shareholders  
Schedule D  
Form of Lock-Up Agreement  

 

3 

 

This Arrangement Agreement (this “Agreement”), dated as of August 20, 2020 is entered into between Meta Growth Corp., a corporation incorporated under the laws of the Province of Alberta (the “Company”) and High Tide Inc., a corporation incorporated under the laws of the Province of Alberta (the “Buyer”).

 

Recitals

 

WHEREAS, the Buyer proposes to acquire all of the outstanding common shares of the Company by way of a plan of arrangement on the terms and subject to the conditions set forth in this Agreement;

 

WHEREAS, the Company Board has unanimously determined, after receiving financial and legal advice, that the Consideration to be received by the Company Shareholders is fair from a financial point of view and that the Arrangement is in the best interests of the Company and its security holders, and the Company Board has unanimously resolved to recommend that the Company Shareholders vote in favour of the Arrangement Resolution, all subject to the terms and conditions contained in this Agreement;

 

WHEREAS, the Buyer has entered into the Support and Voting Agreements with the Supporting Shareholders pursuant to which, among other things, each such Supporting Shareholder has agreed to vote in favour of the Arrangement Resolution, all securities of the Company now held or hereafter acquired by them that are entitled to vote on the matter, on the terms and subject to the conditions set forth in such Support and Voting Agreements; and

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

ARTICLE I
INTERPRETATION

 

Section 1.01 Definitions.

 

As used in this Agreement, the following terms have the following meanings:

 

ABCA” means the Business Corporations Act (Alberta), as amended, and the rules and regulations promulgated thereunder.

 

affiliate” has the meaning specified in National Instrument 45-106 - Prospectus Exemptions.

 

Agreement” means this arrangement agreement, together with the schedules attached hereto and the Buyer Disclosure Letter and the Company Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

 

4 

 

Arrangement” means an arrangement pursuant to the provisions of section 193 of the ABCA, on the terms and conditions set forth in the Plan of Arrangement, subject to any amendment or supplement thereto made in accordance therewith, herewith or made at the direction of the Court either in the Interim Order or the Final Order with the consent of the Company and the Buyer, each acting reasonably.

 

Arrangement Resolution” means the special resolution of the Company Shareholders approving the Plan of Arrangement to be considered at the Company Meeting substantially in the form set out in Schedule B, subject to any amendments or variations thereto made in accordance with this Agreement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Buyer, each acting reasonably.

 

Articles of Arrangement” means the articles of arrangement of the Company to be filed in connection with the Arrangement and required by subsection 193(10) of the ABCA, such articles to be filed with the Registrar after the Final Order has been granted, giving effect to the Arrangement, and which shall be in a form and content satisfactory to the Company and the Buyer, each acting reasonably.

 

Assets and Properties” with respect to any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, tangible or intangible, choate or inchoate, absolute, accrued, contingent, fixed or otherwise, and, in each case, wherever situated), including the goodwill related thereto, operated, owned or leased by or in the possession of such Person.

 

associate” has the meaning specified in the Securities Act (Alberta).

 

Authorization” means, with respect to any Person, any order, permit, approval, consent, waiver, qualification, licence or similar authorization of any Governmental Entity having jurisdiction over the Person.

 

Business Day” means any day, other than a Saturday, a Sunday or a statutory holiday, in the city of Calgary, Alberta or Toronto, Ontario.

 

Buyer” has the meaning set forth in the preamble.

 

5 

 

Buyer Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry (whether written or oral) from any Person or group of Persons “acting jointly or in concert” (within the meaning of National Instrument 62-104 – Take-Over Bids and Issuer Bids) other than the Company (or any affiliate of the Company) after the date of this Agreement relating to:

 

(a) any direct or indirect acquisition, purchase, sale, disposition, alliance or joint venture (or any licence, lease, long-term supply agreement or other arrangement having the same economic effect as a sale or disposition), in a single transaction or series of related transactions, of assets (including shares of Subsidiaries of the Buyer) or joint venture, partnership or similar transaction representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue, as applicable, of the Buyer and its Subsidiaries, taken as a whole;

 

(b) any direct or indirect sale, disposition, issuance shares or other equity interests representing 20% or more of the voting or equity securities (or rights or interests in such voting or equity securities) of the Buyer or any of its Subsidiaries whose assets, individually or in the aggregate, represent 20% or more of the consolidated assets of the Buyer and its Subsidiaries;

 

(c) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in a Person or group of Persons beneficially owning or having the right to acquire 20% or more of any class of voting or equity securities of the Buyer;

 

(d) any plan of arrangement, merger, amalgamation, consolidation, share exchange, debt exchange, share reclassification, business combination, reorganization, recapitalization, liquidation, dissolution or winding up involving the Buyer or any of its Subsidiaries;

 

(e) any transaction which would reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this Agreement or which would reasonably be expected to materially reduce the benefits to the Company under this Agreement; or

 

(f) any other similar transaction or series of transactions involving the Buyer or any of its Subsidiaries.

 

Buyer Board” means the board of directors of the Buyer as constituted from time to time.

 

Buyer Data Room” means the material contained in the virtual data room established by the Buyer as at 10:00 a.m. on August 20, 2020, the index of documents of which is attached to the Buyer Disclosure Letter.

 

Buyer Debentures” means the outstanding debentures of the Buyer, as listed in Section 4.01(j) of the Buyer Disclosure Letter.

 

Buyer Disclosure Letter” means the disclosure letter dated the date of this Agreement and delivered by the Buyer to the Company with this Agreement.

 

Buyer Employees” means the officers and employees of the Buyer and its Subsidiaries.

 

6 

 

Buyer Filings” means all documents publicly filed by or on behalf of the Buyer on SEDAR since May 14, 2018.

 

Buyer Financial Advisor” means AltaCorp Capital Inc.

 

Buyer Information” means all information to be included in the Company Circular (including in documents incorporated by reference) describing the Buyer, its Subsidiaries, the business, operations and affairs of the Buyer and its Subsidiaries, as required by the Interim Order or applicable Laws.

 

Buyer Intellectual Property Rights” has the meaning set forth in Section 4.01(cc).

 

Buyer Leased Properties” has the meaning set forth in Section 4.01(z).

 

Buyer Match Period” has the meaning set forth in Section 7.02(a)(v).

 

Buyer Material Adverse Effect” means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, states of facts or circumstances, is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, properties, capitalization, condition (financial or otherwise) or liabilities (contingent or otherwise) of the Buyer and its Subsidiaries, taken as a whole, except any such change, event, occurrence, effect, state of facts or circumstances resulting from: (a) any change affecting any of the industries in which the Buyer or any of its Subsidiaries operate generally in Canada; (b) any change in general economic, business, regulatory, political, financial, capital, securities or credit market conditions in Canada; (c) any outbreak of war or act of terrorism; (d) any change in Law or GAAP or the enforcement, implementation or interpretation thereof; (e) any natural disaster or epidemic, pandemic or disease outbreak (including the COVID-19 virus); (f) any action taken (or omitted to be taken) by the Buyer or any of its Subsidiaries which is required to be taken (or omitted to be taken) pursuant to this Agreement or that is consented to by the Company in writing; (g) the announcement of this Agreement or consummation of the Arrangement or the transactions contemplated hereby, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Buyer or its Subsidiaries with the Buyer’s employees, customers, suppliers, partners and other Persons with which the Buyer or any of its Subsidiaries has business relations; (g) any matter that has been disclosed by the Buyer in the Buyer Filings prior to the date hereof or that is set forth in the Buyer Disclosure Letter; (h) the failure of the Buyer to meet any internal or published projections, forecasts, guidance or estimate of revenues, earnings or cash flows (it being understood that the causes underlying such failure may be taken into account in determining whether a Buyer Material Adverse Effect has occurred); or (i) any change in the market price or trading volume of any securities of the Buyer (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Buyer Material Adverse Effect has occurred); provided, however, if any change, event, occurrence, effect, state of facts or circumstance in clauses (a) through and including (e) above has a materially disproportionate effect on the Buyer and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries in which the Buyer or any of its Subsidiaries operate, such effect may be taken into account in determining whether a Buyer Material Adverse Effect has occurred, and (ii) references in certain Sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a “Buyer Material Adverse Effect” has occurred.

 

7 

 

Buyer Nominees” means any three nominees to be selected by the Buyer prior to completion of the Arrangement, provided that such director nominees shall be selected from Persons that are directors and/or officers of the Buyer as of the date of this Agreement.

 

Buyer Options” means the outstanding options to purchase Buyer Shares issued pursuant to the Buyer Stock Option Plan, as listed in Section 4.01(j) of the Buyer Disclosure Letter.

 

Buyer Shareholders” means the registered and/or beneficial owners of the Buyer Shares, as the context requires.

 

Buyer Shares” means the common shares in the capital of the Buyer.

 

Buyer Stock Option Plan” means the Buyer’s stock option plan most recently approved by the Buyer Shareholders on July 24, 2019.

 

Buyer Superior Proposal” means any bona fide written Buyer Acquisition Proposal to acquire, directly or indirectly, not less than all of the outstanding Buyer Shares or all or substantially all of the assets of the Buyer on a consolidated basis that did not result from a breach of this Agreement and: (a) that, in the opinion of the Buyer Board, is reasonably capable of being completed, without undue delay, taking into account all financial, legal, regulatory and other aspects of such Buyer Acquisition Proposal and the Person making such Buyer Acquisition Proposal; (b) that is not subject to a financing condition and in respect of which it has been demonstrated to the satisfaction of the Buyer Board, after receipt of advice from its financial advisors and outside legal counsel, that adequate arrangements have been made in respect of any financing required to complete such Buyer Acquisition Proposal; (c) that is not subject to a due diligence condition or access condition; (d) in respect of which the Buyer Board determines, in its good faith judgment, after receiving the advice of its outside legal counsel and its financial advisors, that it would, if consummated in accordance with its terms (but without assuming away the risk of non-completion), result in a transaction which is more favourable to Buyer Shareholders than the Arrangement (including any adjustment to the terms and conditions of the Arrangement proposed by the Company pursuant to Section 7.04(a)(vi); (e) complies with Securities Laws in all material respects; (f) did not result from or involve a breach of this Agreement, or any other agreement between the Person making the Buyer Acquisition Proposal and the Buyer or any of its Subsidiaries; and (g) in the event that the Buyer does not have the financial resources to pay the Buyer Termination Payment (should such payment be owing), the terms of such Buyer Acquisition Proposal provide that the Person making such Buyer Acquisition Proposal shall advance or otherwise provide the Buyer with the cash for the Buyer to make the Buyer Termination Payment, and such amount shall be advanced or provided on or before the date such Buyer Termination Payment becomes payable.

 

8 

 

Buyer Superior Proposal Notice” has the meaning set forth in Section 7.04(a)(iii).

 

Buyer Termination Payment” has the meaning set forth in Section 7.06(g).

 

Buyer Termination Payment Event” has the meaning set forth in Section 7.06.

 

Buyer Warrants” means the outstanding options to purchase Buyer Shares, as listed in Section 4.01(j) of the Buyer Disclosure Letter.

 

Cannabis Act” means the Cannabis Act S.C. 2018, c. 16 as may be amended from time to time.

 

Cannabis Regulations” means the Cannabis Regulations SOR/2018-144 as may be amended from time to time.

 

Certificate of Arrangement” means the certificate or proof of filing to be issued by the Registrar pursuant to subsection 193(11) or subsection 193(12) of the ABCA in respect of the Articles of Arrangement giving effect to the Arrangement.

 

CFPOA” has the meaning set forth in Section 3.01(mm).

 

Company” has the meaning set forth in the preamble, and includes any successor to the Company.

 

9 

 

Company Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry (whether written or oral) from any Person or group of Persons “acting jointly or in concert” (within the meaning of National Instrument 62-104 – Takeover Bids and Issuer Bids) other than the Buyer (or any affiliate of the Buyer) after the date of this Agreement relating to:

 

(a) any direct or indirect acquisition, purchase, sale, disposition, alliance or joint venture (or any licence, lease, long-term supply agreement or other arrangement having the same economic effect as a sale or disposition), in a single transaction or series of related transactions, of assets (including shares of Subsidiaries of the Company) or joint venture, partnership or similar transaction representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue, as applicable, of the Company and its Subsidiaries, taken as a whole;

 

(b) any direct or indirect sale, disposition, issuance shares or other equity interests representing 20% or more of the voting or equity securities (or rights or interests in such voting or equity securities) of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, represent 20% or more of the consolidated assets of the Company and its Subsidiaries;

 

(c) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in a Person or group of Persons beneficially owning or having the right to acquire 20% or more of any class of voting or equity securities of the Company;

 

(d) any plan of arrangement, merger, amalgamation, consolidation, share exchange, debt exchange, share reclassification, business combination, reorganization, recapitalization, liquidation, dissolution or winding up involving the Company or any of its Subsidiaries;

 

(e) any transaction which would reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this Agreement or which would reasonably be expected to materially reduce the benefits to the Buyer under this Agreement; or

 

(f) any other similar transaction or series of transactions involving the Company or any of its Subsidiaries.

 

Company Board” means the board of directors of the Company as constituted from time to time.

 

Company Board Recommendation” has the meaning set forth in Section 2.05(b).

 

10 

 

Company Change in Recommendation” means the Company Board fails to recommend or withdraws, amends, modifies or qualifies (or proposes publicly to withdraw, amend, modify or qualify), in a manner adverse to the Buyer, the Company Board Recommendation, or the Company Board accepts, approves, endorses or recommends or publicly proposes to accept, approve, endorse or recommend a Company Acquisition Proposal, or takes no position or remains neutral with respect to, any publicly announced Company Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed Company Acquisition Proposal for a period of no more than five Business Days following such public announcement or public disclosure will not be considered to be a Company Change in Recommendation provided the Company Board has rejected such Company Acquisition Proposal and affirmed the Company Board Recommendation before the end of such five Business Day period (or in the event that the Company Meeting is scheduled to occur within such five Business Day period, no later than the later of one Business Day following the public announcement or public disclosure of such Company Acquisition Proposal or the second Business Day prior to the date of the Company Meeting)).

 

Company Circular” means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices, and exhibits to, and information incorporated by reference in, such management information circular, to be sent to Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

 

Company Data Room” means the material contained in the virtual data room established by the Company as at 10:00 a.m. on August 20, 2020, the index of documents of which is attached to the Company Disclosure Letter.

 

Company Debenture Agreements” means the two consent and waiver agreements in respect of the Company Debentures dated the date hereof between, on the one hand, the Company and, on the other hand and in separate Company Debenture Agreements, two holders representing in the aggregate 94.56% of the principal amount of the Company Debentures.

 

Company Debentures” means the outstanding debentures issued under the trust indenture dated November 23, 2018 between the Company and TSX Trust Company, as listed in Section 3.01(k) of the Company Disclosure Letter.

 

Company Disclosure Letter” means the disclosure letter dated the date of this Agreement and delivered by the Company to the Buyer with this Agreement.

 

Company Employees” means the officers and employees of the Company and its Subsidiaries.

 

Company Filings” means all documents publicly filed by or on behalf of the Company on SEDAR since January 1, 2018.

 

Company Financial Advisor” means Echelon Wealth Partners Inc.

 

11 

 

Company Information” means all information to be included in the Company Circular (including in documents incorporated by reference) describing the Company, its Subsidiaries, the business, operations and affairs of the Company and its Subsidiaries, and the matters to be considered at the Company Meeting, as required by the Interim Order or applicable Laws.

 

Company Intellectual Property Rights” has the meaning set forth in Section 3.01(dd).

 

Company Leased Properties” has the meaning set forth in Section 3.01(aa)(ii).

 

Company Match Period” has the meaning set forth in Section 7.04(a)(v).

 

Company Material Adverse Effect” means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, states of facts or circumstances, is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, properties, capitalization, condition (financial or otherwise) or liabilities (contingent or otherwise) of the Company and its Subsidiaries, taken as a whole, except any such change, event, occurrence, effect, state of facts or circumstances resulting from: (a) any change affecting any of the industries in which the Company or any of its Subsidiaries operate generally in Canada; (b) any change in general economic, business, regulatory, political, financial, capital, securities or credit market conditions in Canada; (c) any outbreak of war or act of terrorism; (d) any change in Law or GAAP or the enforcement, implementation or interpretation thereof; (e) any natural disaster or epidemic, pandemic or disease outbreak (including the COVID-19 virus) (f) any action taken (or omitted to be taken) by the Company or any of its Subsidiaries, which is required to be taken (or omitted to be taken) pursuant to this Agreement or that is consented to by the Buyer in writing; (g) the announcement of this Agreement or consummation of the Arrangement or the transactions contemplated hereby, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Buyer or its Subsidiaries with the Buyer’s employees, customers, suppliers, partners and other Persons with which the Buyer or any of its Subsidiaries has business relations; (h) any matter that has been disclosed by the Company in the Company Filings prior to the date hereof or that is set forth in the Company Disclosure Letter; (i) the failure of the Company to meet any internal or published projections, forecasts, guidance or estimate of revenues, earnings or cash flows (it being understood that the causes underlying such failure may be taken into account in determining whether a Company Material Adverse Effect has occurred); or (j) any change in the market price or trading volume of any securities of the Company (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Company Material Adverse Effect has occurred); provided, however, if any change, event, occurrence, effect, state of facts or circumstance in clauses (a) through and including (e) above has a disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries in which the Company or any of its Subsidiaries operate, such effect may be taken into account in determining: (i) whether a Company Material Adverse Effect has occurred; and (ii) that references in certain Sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a “Company Material Adverse Effect” has occurred.

 

12 

 

Company Meeting” means the special meeting of Company Shareholders, including any adjournment or postponement thereof in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Buyer.

 

Company Nominees” means any two director nominees to be selected by the Company prior to completion of the Arrangement, provided that such director nominees shall be selected from Persons that are directors and/or officers of the Company as of the date of this Agreement.

 

Company Options” means the outstanding options to purchase Company Shares issued pursuant to the Company Stock Option Plan, as listed in Section 3.01(k) of the Company Disclosure Letter.

 

Company RSU” means the restricted share units to acquire Company Shares issued pursuant to the Company RSU Plan, as listed in Section 3.01(k) of the Company Disclosure Letter.

 

Company RSU Plan” means the restricted share unit plan approved by the shareholders of the Company on January 6, 2020.

 

Company Share” means a common share in the capital of the Company.

 

Company Shareholders” means the registered and/or beneficial owners of the Company Shares, as the context requires.

 

Company Stock Option Plan” means the Company’s stock option plan most recently approved by the Company Shareholders on January 6, 2020.

 

Company Superior Proposal” means any bona fide written Company Acquisition Proposal to acquire, directly or indirectly, not less than all of the outstanding Company Shares or all or substantially all of the assets of the Company on a consolidated basis that did not result from a breach of this Agreement and: (a) that, in the opinion of the Company Board, is reasonably capable of being completed, without undue delay, taking into account all financial, legal, regulatory and other aspects of such Company Acquisition Proposal and the Person making such Company Acquisition Proposal; (b) that is not subject to a financing condition and in respect of which it has been demonstrated to the satisfaction of the Company Board, after receipt of advice from its financial advisors and outside legal counsel, that adequate arrangements have been made in respect of any financing required to complete such Company Acquisition Proposal; (c) that is not subject to a due diligence condition or access condition; (d) in respect of which the Company Board determines, in its good faith judgment, after receiving the advice of its outside legal counsel and its financial advisors, that it would, if consummated in accordance with its terms (but without assuming away the risk of non-completion), result in a transaction which is more favourable to Company Shareholders than the Arrangement (including any adjustment to the terms and conditions of the Arrangement proposed by the Buyer pursuant to Section 7.02(a)(vi); (e) complies with Securities Laws in all material respects; (f) did not result from or involve a breach of this Agreement or any other agreement between the Person making the Company Acquisition Proposal and the Company or any of its Subsidiaries; and (g) in the event that the Company does not have the financial resources to pay the Company Termination Payment (should such payment be owing), the terms of such Company Acquisition Proposal provide that the Person making such Company Acquisition Proposal shall advance or otherwise provide the Company with the cash for the Company to make the Company Termination Payment, and such amount shall be advanced or provided on or before the date such Company Termination Payment becomes payable.

 

13 

 

Company Superior Proposal Notice” has the meaning set forth in Section 7.02(a)(iii).

 

Company Termination Payment” has the meaning set forth in Section 7.05(g).

 

Company Termination Payment Event” has the meaning set forth in Section 7.05.

 

Company Warrants” means the outstanding warrants to purchase Company Shares, as listed in Section 3.01(k) of the Company Disclosure Letter.

 

Confidentiality Agreement” means the confidentiality agreement between the Company and the Buyer dated May 27, 2019.

 

Consideration” means the consideration to be received by non-dissenting Company Shareholders pursuant to the Plan of Arrangement as consideration for their Company Shares, consisting of 0.824 Buyer Shares for each Company Share, subject to adjustment in the manner and in the circumstances contemplated in Section 2.14 of this Agreement, on the basis set out in the Plan of Arrangement.

 

Consideration Shares” means the Buyer Shares to be issued as the Consideration pursuant to the Arrangement.

 

Contaminant” means and includes, without limitation, any pollutants, contaminants, chemicals, industrial, toxic or hazardous wastes, materials or substances or any other matter including any of the foregoing, as defined or described as such pursuant to any Environmental Laws.

 

Contract” means any legally binding agreement, commitment, engagement, contract, licence, lease, obligation, undertaking or joint venture to which a Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject.

 

Court” means the Court of Queen’s Bench of Alberta in Calgary, Alberta.

 

CSE” means the Canadian Securities Exchange.

 

Depositary” means such trust company, bank or other financial institution as the Company may appoint to act as depositary in relation to the Arrangement, with the approval of the Buyer, acting reasonably.

 

Dissent Rights” means the rights of dissent provided to Company Shareholders in respect of the Arrangement Resolution as described in the Plan of Arrangement.

 

14 

 

Effective Date” means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

 

Effective Time” has the meaning set forth in the Plan of Arrangement.

 

Employee Plans” means all employee benefit, health, dental or other medical, life, disability or other insurance (whether insured or self-insured) welfare, mortgage insurance, employee loan, employee assistance, supplemental unemployment benefit, bonus, profit sharing, option, incentive, incentive compensation, deferred compensation, share purchase, share compensation, share appreciation, pension, retirement, savings, supplemental retirement, severance or termination pay, and any other material plans, programs, practices, policies, agreements or arrangements (whether written or unwritten) for the benefit of employees, former employees, directors or former directors of a Party or its Subsidiaries, or their respective dependents or beneficiaries, which are maintained by or binding upon a Party or its Subsidiaries or in respect of which a Party or its Subsidiaries has any actual or potential liability, other than benefit plans established pursuant to statute.

 

Environmental Activity” means and includes, without limitation, any past, present or contemplated activity, event or circumstance in respect of a Contaminant, including, without limitation, the storage, use, holding, collection, purchase, accumulation, generation, manufacture, processing, treatment, stabilization, disposition, handling or transportation thereof, or the release, escape, leaching, dispersal or migration thereof into the natural environment, including the movement through or in the air, soil, surface water or groundwater.

 

Environmental Laws” means all Laws imposing obligations, responsibilities, liabilities or standards of conduct for or relating to: (a) the regulation or control of pollution, contamination, activities, materials, substances or wastes in connection with or for the protection of human health or safety, the environment or natural resources (including climate, air, surface water, groundwater, wetlands, land surface, subsurface strata, wildlife, aquatic species and vegetation); or (b) the use, generation, disposal, treatment, processing, recycling, handling, transport, distribution, destruction, transfer, import, export or sale of Contaminants.

 

Fairness Opinion” has the meaning set forth in Section 3.01(e).

 

Final Order” means the order of the Court pursuant to subsection 193(9) of the ABCA, in form and substance satisfactory to each Party, acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of each of the Parties, acting reasonably) at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended (provided that such amendment is satisfactory to each of the Parties, acting reasonably) on appeal.

 

Financing” means one or more equity, debt or convertible debt financings to be completed by the Company and/or the Buyer for aggregate gross proceeds of up to $25,000,000 after the date hereof and prior to the Effective Date, provided that the terms of such financing shall be subject to the approval of the Company and the Buyer, each acting reasonably.

 

GAAP” means generally accepted accounting principles as set forth in the CPA Canada Handbook - Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards, at the relevant time, applied on a consistent basis.

 

Governmental Entity” means: (a) any international, multi-national, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, commissioner, minister, cabinet, governor in council, ministry, agency or instrumentality, domestic or foreign; (b) any subdivision or authority of any of the foregoing; (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) any stock exchange, including, for greater certainty, the CSE and TSXV.

 

15 

 

Intellectual Property” means domestic and foreign intellectual property rights, including: (a) inventions, patents, applications for patents and reissues, divisions, continuations, re-examinations, renewals, extensions and continuations-in-part of patents or patent applications; (b) copyrights, copyright registrations and applications for copyright registration; (c) mask works, mask work registrations and applications for mask work registrations; (d) designs and similar rights, design registrations, design registration applications, and integrated circuit topographies and similar rights; (e) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade-mark applications, trade dress and logos, and the goodwill associated with any of the foregoing; and (f) trade secrets, confidential information and know-how.

 

Interested Shareholders” means any Company Shareholders the vote of which is required to be excluded from the minority approval vote under Part 8 of MI 61-101 with respect to the Arrangement Resolution.

 

Interim Order” means the interim order of the Court made pursuant to Section 193(4) of the ABCA, in a form acceptable to the Company and the Buyer, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of each of the Parties, acting reasonably.

 

Law” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended, unless expressly specified otherwise.

 

Lien” means any mortgage, charge, pledge, encumbrance, hypothec, security interest, prior claim or lien (statutory or otherwise), in each case, whether contingent or absolute.

 

Locked-Up Shareholders” means each Person who will, following the Effective Date, be a Reporting Insider of the Buyer.

 

Lock-Up Agreements” means the lock-up agreements between the Buyer and the Locked-Up Shareholders, entered into on or prior to the Effective Date in substantially the form of agreement attached hereto as Schedule D.

 

16 

 

Material Contract” means: (a) any Contract that, if terminated or modified or if it ceased to be in effect, would reasonably be expected to have: (i) in the case of the Buyer, a Buyer Material Adverse Effect; or (ii) in the case of the Company, a Company Material Adverse Effect; (b) any Contract relating directly or indirectly to the guarantee of any liabilities or obligations or to indebtedness for borrowed money in excess of $100,000 in the aggregate; (c) any Contract under which indebtedness in excess of $50,000 is or may become outstanding, other than a Contract between two or more wholly-owned Subsidiaries of a Party or between a Party and one or more of its wholly owned Subsidiaries; (d) any Contract under which a Party or any of its Subsidiaries is obligated to make or expects to receive payments in excess of $100,000 over the remaining term; (e) any Contract that creates an exclusive dealing arrangement or right of first offer or refusal; (f) any Contract providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds $100,000; (g) any Contract that limits or restricts in any material respect (i) the ability of a Party or any Subsidiary to engage in any line of business or carry on business in any geographic area; or (ii) the scope of Persons to whom a Party or any of its Subsidiaries may sell products; or (h) any Contract providing for the establishment, investment in, organization or formation of any joint venture, partnership or other revenue sharing arrangements in which the interest of a Party or its Subsidiaries has a fair market value which exceeds $100,000.

 

Misrepresentation” has the meaning ascribed thereto under Securities Laws.

 

MI 61-101” means Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators.

 

Money Laundering Laws” has the meaning set forth in Section 3.01(ll).

 

Order” means all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, rulings, determinations, awards, decrees or similar actions taken by, or applied by, any Governmental Entity (in each case, whether temporary, preliminary or permanent).

 

ordinary course of business” or any similar reference means, with respect to an action taken or to be taken by any Person, that such action is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day business and operations of such Person.

 

Outside Date” means December 1, 2020 or such later date as may be agreed to in writing by the Parties.

 

Parties” means the Buyer and the Company, and “Party” means either one of them.

 

Pending Buyer Acquisition Proposal” has the meaning set forth in Section 7.06(d)(i).

 

17 

 

Pending Company Acquisition Proposal” has the meaning set forth in Section 7.05(d)(i).

 

Permitted Liens” means, as of any particular time and in respect of any Person, each of the following Liens: (a) the reservations, limitations, provisos and conditions expressed in the original grant from the Crown and recorded against title and any statutory exceptions to title; (b) inchoate or statutory liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of real or personal property; (c) easements, servitudes, restrictions, restrictive covenants, party wall agreements, rights of way, licences, permits and other similar rights in real property (including rights of way and servitudes for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light, power, telephone, telegraph or cable television conduits, poles, wires and cables) that do not, individually or in the aggregate, materially and adversely impair the current use and operation thereof (assuming its continued use in the manner in which it is currently used); (d) encroachments that do not materially impair or affect the current use or value of any real property and minor defects or irregularities in title to any real property; (e) Liens for Taxes not yet due in respect of which an applicable reserve has been made; (f) Liens imposed by Law and incurred in the ordinary course of business for obligations not yet due or delinquent; (g) Liens in respect of pledges or deposits under workers’ compensation, social security or similar Laws, other than with respect to amounts which are due and delinquent, unless such amounts are being contested in good faith by appropriate proceedings; (h) zoning and building by-laws and ordinances and airport zoning regulations made by public authorities and other restrictions affecting or controlling the use or development of any real property; (i) agreements affecting real property with any municipal, provincial or federal governments or authorities and any public utilities (including subdivision agreements, development agreements and site control agreements) that do not, individually or in the aggregate, materially and adversely impair the current use and operation thereof (assuming its continued use in the manner in which it is currently used); (j) any notices of leases registered on title and licences of occupation; (k) purchase money liens and liens securing rental payments under capital lease arrangements; (l) with respect to the Company, Liens as listed and described in Section 1.01(b) of the Company Disclosure Letter; and (m) such other imperfections or irregularities of title or Lien that, in each case, do not materially adversely affect the use of the properties or assets subject thereto or otherwise materially adversely impair business operations of such properties.

 

Person” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative or government (including any Governmental Entity), syndicate or other entity, whether or not having legal status.

 

18 

 

Plan of Arrangement” means the plan of arrangement of the Company under the ABCA substantially in the form and content of Schedule A attached hereto and any amendment or variation thereto made in accordance with the Plan of Arrangement or this Agreement or made at the direction of the Court in the Final Order with the prior written consent of the Parties, each acting reasonably.

 

Registrar” has the meaning ascribed to such term in the ABCA.

 

Regulatory Approvals” means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry of any waiting period imposed by Law or a Governmental Entity, in each case in connection with this Agreement or the Arrangement.

 

Reporting Insider” has the meaning set forth in National Instrument 55-104 - Insider Reporting Requirements and Exemptions of the Canadian Securities Administrators.

 

Section 3(a)(10) Exemption” means the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof.

 

Securities Authorities” means the Alberta Securities Commission and the applicable securities commissions or securities regulatory authority of a province or territory of Canada.

 

Securities Laws” means the Securities Act (Alberta) and all other applicable Canadian provincial and territorial securities laws, rules, regulations, instruments and published policies thereunder.

 

SEDAR” means the System for Electronic Document Analysis and Retrieval.

 

Subsidiary” has the meaning specified in National Instrument 45-106 - Prospectus Exemptions and, for the purposes of this Agreement, “control” shall include: (a) the possession, directly or indirectly, of the power to direct or cause the direction of the policies, management and affairs of the Person, whether through the ownership of voting securities, by contract or otherwise, including with respect to any general partner of another Person with the power to direct the policies, management and affairs of such Person; and (b) ownership, directly or indirectly, of more than 20% of the voting securities in any Person.

 

Support and Voting Agreements” means the support and voting agreements between the Buyer and the Supporting Shareholders dated as of August 20, 2020.

 

Supporting Shareholders” means certain officers, directors and other significant shareholders of the Company that own, or exercise control or direction over, Company Shares or securities convertible into, or exchangeable for, Company Shares, as set forth in Schedule C.

 

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Tax Act” means the Income Tax Act (Canada).

 

Taxes” means: (a) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, licence, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export and including all licence and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts described in clause (a) above or this clause (b); (c) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (d) any liability for the payment of any amounts described in clauses (a) or (b) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

 

Tax Returns” means any and all returns, reports, declarations, elections, notices, forms, designations, filings and statements (including estimated tax returns and reports, withholding tax returns and reports and information returns and reports) filed or required to be filed in respect of Taxes.

 

Third-Party Beneficiaries” has the meaning set forth in Section 9.05.

 

TSXV” means the TSX Venture Exchange.

 

U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 

Section 1.02 Interpretation Not Affected by Headings.

 

The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

 

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Section 1.03 Currency.

 

All references to dollars or to $ are references to Canadian dollars unless otherwise specified.

 

Section 1.04 Number and Gender.

 

In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa and words importing gender shall include all genders.

 

Section 1.05 Date for Any Action.

 

If the date on which any action is required to be taken hereunder by a Party is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place.

 

Section 1.06 Schedules.

 

(a) The schedules attached to this Agreement, the Buyer Disclosure Letter, and the Company Disclosure Letter form an integral part of this Agreement for all purposes of it.

 

(b) The Buyer Disclosure Letter and Company Disclosure Letter and all information contained therein is confidential information and may not be disclosed except in accordance with the terms of the Confidentiality Agreement.

 

Section 1.07 Accounting Terms.

 

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under GAAP and all determinations of an accounting nature required to be made shall be made in a manner consistent with GAAP.

 

Section 1.08 Knowledge.

 

In this Agreement, references to “to the knowledge of” means the actual knowledge of the “Executive Officers” of the Company and the Buyer, as the case may be, after making due inquiry regarding the relevant matter. For purposes of this Section 1.08, “Executive Officers”, in the case of the Company, means Mark Goliger, Chief Executive Officer, and, in the case of the Buyer, means Raj Grover, Chief Executive Officer.

 

Section 1.09 Consent.

 

If any provision requires approval or consent of a Party and such approval or consent is not delivered within the specified time limit, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.

 

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Section 1.10 Other Definitional and Interpretive Provisions. 

 

(a) References in this Agreement to the words “include”, “includes” or “including” shall be deemed to be followed by the words “without limitation” whether or not they are in fact followed by those words or words of like import.

 

(b) Any capitalized terms used in any exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.

 

(c) References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

 

(d) Any reference in this Agreement to a Person includes the heirs, administrators, executors, legal personal representatives, predecessors, successors and permitted assigns of that Person.

 

(e) References to a particular statute or Law shall be to such statute or Law and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated thereunder or amended from time to time.

 

ARTICLE II
THE ARRANGEMENT

 

Section 2.01 The Arrangement.

 

The Company and the Buyer agree that the Arrangement shall be implemented in accordance with the terms and subject to the conditions contained in this Agreement and the Plan of Arrangement.

 

Section 2.02 Obligations of the Parties.

 

Subject to the terms and conditions of this Agreement, each of the Parties hereto agrees to use its reasonable commercial efforts prior to the Effective Date to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to complete the Arrangement and the transactions contemplated by this Agreement to be made effective on the Effective Date.

 

Section 2.03 Interim Order.

 

As soon as reasonably practicable after the date of this Agreement, but in any event, subject to Court availability, on or before September 21, 2020, the Company shall apply in a manner reasonably acceptable to the Buyer pursuant to the ABCA and, in co-operation with the Buyer, prepare, file and diligently pursue an application for the Interim Order which shall provide, among other things:

 

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(a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided;

 

(b) that the required level of approval for the Arrangement Resolution shall be: (i) at least (and not more than) 662/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) if required under applicable Laws, a majority of the votes cast on the Arrangement Resolution by Company Shareholders (other than Interested Shareholders for the purpose of such vote) present in person or represented by proxy at the Company Meeting, voting in accordance with Part 8 of MI 61-101 or any exemption therefrom;

 

(c) that the Company Meeting may be adjourned or postponed from time to time in accordance with this Agreement without the need for additional approval by the Court;

 

(d) that the record date for Company Shareholders entitled to notice of and to vote at the Company Meeting will not change as a result of any adjournments of the Company Meeting, unless required by applicable Laws;

 

(e) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the constating documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;

 

(f) for the grant of the Dissent Rights to registered Company Shareholders as set forth in the Plan of Arrangement;

 

(g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;

 

(h) that it is the Buyer’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration Shares pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and

 

(i) for such other matters as the Buyer may reasonably require, subject to the consent of the Company, acting reasonably.

 

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Section 2.04 Court Proceedings.

 

Subject to the terms of this Agreement, the Buyer shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information reasonably required to be supplied by the Buyer in connection therewith. The Company shall provide legal counsel to the Buyer with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement and shall give reasonable consideration to all such comments. Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.04 or with the Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Buyer to agree or consent to any increase or variation in the Consideration or other modification or amendment to such filed or served materials that expands or increases the Buyer’s obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Buyer’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Buyer making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided that, the Company is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

 

Section 2.05 Company Circular. 

 

(a) Subject to the Buyer’s compliance with Section 2.05(c), as promptly as reasonably practicable following execution of this Agreement, the Company shall prepare and complete, in consultation with the Buyer as contemplated by this Section 2.05, the Company Circular together with any other documents required by applicable Laws in connection with the Company Meeting and the Company shall, promptly after obtaining the Interim Order, cause the Company Circular and such documents to be filed with the Securities Authorities or any other Governmental Entity and sent to each Company Shareholder and other Persons as required by the Interim Order and applicable Laws.

 

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(b) Subject to the Buyer’s compliance with Section 2.05(c), the Company shall ensure that the Company Circular complies in all material respects with applicable Law and the Interim Order, does not contain any Misrepresentation regarding the Company and provides Company Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinion; (ii) a statement that the Company Board has received the Fairness Opinion, and has unanimously determined, after receiving financial and legal advice, that the Consideration to be received by the Company Shareholders is fair from a financial point of view and that the Arrangement is in the best interests of Company and its security holders and that the Company Board unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”); (iii) a statement that certain directors and officers of the Company intend to vote all of such individual’s Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement, the whole in accordance with their Support and Voting Agreements; and (iv) a statement that the Supporting Shareholders have entered into Support and Voting Agreements and specifying the percentage of the issued and outstanding Company Shares covered by such Support and Voting Agreements.

 

(c) The Buyer shall, in a timely manner, provide to the Company all necessary information concerning the Buyer and the Buyer Shares as required by the Interim Order or applicable Laws for inclusion in the Company Circular. The Buyer shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor. The Buyer shall ensure that any such information will not include any Misrepresentation concerning the Buyer or the Buyer Shares.

 

(d) The Buyer and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents and reasonable consideration shall be given to any comments made by the Buyer and its legal counsel; provided that, all information relating solely to the Buyer and the Buyer Shares included in the Company Circular shall be in form and substance satisfactory to the Buyer, acting reasonably. The Company shall provide the Buyer with final copies of the Company Circular prior to its mailing to the Company Shareholders.

 

(e) Each Party shall promptly notify the other Party if it becomes aware that the Company Circular contains a Misrepresentation or otherwise requires an amendment or supplement and the Parties shall co-operate in the preparation of any amendment or supplement to the Company Circular as required or appropriate and the Company shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Company Circular to the Company Shareholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities or any other Governmental Entity.

 

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(f) The Company covenants and agrees that it will indemnify and save harmless the Buyer and its officers, directors, employees, representatives, agents, advisors of the Buyer or the Buyer’s subsidiaries, or other parties on its behalf (the “Buyer Representatives”) from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which the Buyer or the Buyer Representatives may be subject or which the Buyer or the Buyer Representatives may suffer, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of: (i) any misrepresentation or alleged misrepresentation contained solely in any Company Information included in the Company Circular that was provided by the Company expressly for inclusion in the Company Circular; (ii) any order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any misrepresentation or alleged misrepresentation contained solely in the Company Information included in the Company Circular that was provided by the Company expressly for inclusion in the Company Circular; and (iii) the Company not complying with any requirement of applicable Securities Laws in connection with the transactions contemplated in this Agreement, except that the Company will not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of any information contained in the Company Circular, other than the Company Information included in the Company Circular that was provided by the Company expressly for inclusion in the Company Circular, or the negligence of the Buyer or the non-compliance by the Buyer with any requirement of applicable Securities Laws in connection with the transactions contemplated by this Agreement.

 

(g) The Buyer covenants and agrees that it will indemnify and save harmless the Company and its officers, directors, employees, representatives, agents, advisors of the Company or the Company’s subsidiaries, or other parties on its behalf (the “Company Representatives”) from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which the Company or the Company Representatives may be subject or which the Company or the Company Representatives may suffer, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of: (i) any misrepresentation or alleged misrepresentation contained solely in any Buyer Information included in the Company Circular that was provided by the Buyer expressly for inclusion in the Company Circular; (ii) any order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any misrepresentation or alleged misrepresentation contained solely in the Buyer Information included in the Company Circular that was provided by the Buyer expressly for inclusion in the Company Circular; and (iii) the Buyer not complying with any requirement of applicable Securities Laws in connection with the transactions contemplated in this Agreement, except that the Buyer will not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of any information contained in the Company Circular, other than the Buyer Information included in the Company Circular that was provided by the Buyer expressly for inclusion in the Company Circular, or the negligence of the Company or the non-compliance by the Company with any requirement of applicable Securities Laws in connection with the transactions contemplated by this Agreement.

 

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Section 2.06 Company Meeting.

 

The Company shall:

 

(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s constating documents and applicable Laws as promptly as practicable, but in any event not later than November 1, 2020, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Buyer, acting reasonably, except as required or permitted under Section 6.04, Section 7.03, or Section 7.04 or as required for quorum purposes (in which case, the Company Meeting shall be adjourned and not cancelled) or as required by applicable Laws or a Governmental Entity;

 

(b) subject to the terms of this Agreement, and compliance by the directors and officers of the Company with their fiduciary duties, use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, at the Company’s discretion or if so requested by the Buyer, acting reasonably, using, subject to the Company’s mutual agreement, dealer and proxy solicitation services and co-operating with any Persons engaged by the Buyer to solicit proxies in favour of the Arrangement Resolution, provided that if the foregoing is completed at the Buyer’s request, then the Buyer shall bear the cost thereof;

 

(c) as soon as reasonably practicable following the execution of this Agreement and in any event not later than September 21, 2020, the Company will convene a meeting of the Company Board to approve the Company Circular;

 

(d) except for non-substantive communications, provide the Buyer with copies of or access to information regarding the Company Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by the Buyer in writing;

 

(e) consult with the Buyer in fixing the date of the Company Meeting and the record date of the Company Meeting, give notice to the Buyer of the Company Meeting and allow the Buyer’s representatives and legal counsel to attend the Company Meeting;

 

(f) promptly advise the Buyer, at such times as the Buyer may reasonably request in writing, including, as applicable, on a daily basis on each of the last 10 Business Days prior to the date of the Company Meeting, as to the aggregate tally of proxies received by the Company in respect of the Arrangement Resolution;

 

(g) promptly advise the Buyer of any material communication (written or oral) from or claims brought by (or threatened to be brought by) any Person in opposition to the Arrangement and any purported exercise or withdrawal of Dissent Rights by Company Shareholders;

 

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(h) not change the record date for the Company Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting, except as set out in the Interim Order and unless required by applicable Laws;

 

(i) not make any payment or settlement offer, or agree to any payment or settlement with respect to Dissent Rights, without the prior written consent of the Buyer; and

 

(j) not propose or submit for consideration at the Company Meeting any business other than the Arrangement without the Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

 

Section 2.07 Final Order.

 

If the Interim Order is obtained and the Arrangement Resolution is passed at the Company Meeting as provided for in the Interim Order, the Company shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to the ABCA, as soon as practicable, but in any event, subject to Court availability, not later than five Business Days after the Arrangement Resolution is passed at the Company Meeting.

 

Section 2.08 Plan of Arrangement and Effective Time.

 

(a) Unless another time or date is agreed to in writing by the Parties, on the third Business Day following satisfaction or, where not prohibited, the waiver of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver of those conditions as of the Effective Date) set forth in ARTICLE VI, each of the Parties shall execute and deliver such closing documents and instruments and such other documents as may be required to give effect to the Arrangement and the Company shall proceed to file the Articles of Arrangement with the Registrar. The Buyer shall, following receipt of the Final Order and satisfaction, or, where not prohibited, the waiver, of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction, or, where not prohibited, the waiver, of those conditions as of the Effective Date) set forth in ARTICLE VI, but prior to the filing by the Company of the documents referred to above, deliver or cause to be delivered sufficient Buyer Shares to satisfy the Consideration Shares issuable to Company Shareholders pursuant to the Plan of Arrangement (other than registered Company Shareholders validly exercising Dissent Rights and who have not withdrawn their notice of objection).

 

(b) The Arrangement shall become effective at the Effective Time on the Effective Date, whereupon, the transactions comprising the Arrangement shall be deemed to occur in the order set out in the Plan of Arrangement without any further act or formality.

 

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(c) Each Company Option and Company RSU will be dealt with as provided in the Plan of Arrangement.

 

(d) From and after the Effective Time, the Plan of Arrangement shall have all of the effects provided by applicable Law, including the ABCA. The Company agrees to negotiate in good faith with the Buyer to amend the Plan of Arrangement at any time prior to the Effective Time in accordance with Section 8.01 of this Agreement to include such other terms determined to be necessary or desirable by the Buyer, acting reasonably, provided that the Plan of Arrangement shall not be amended in any manner which is inconsistent with the provisions of this Agreement, which would reasonably be expected to delay, impair or impede the satisfaction of any condition set forth in ARTICLE VI or which has the effect of reducing the Buyer Shares or which is otherwise prejudicial to the Company Shareholders or other parties to be bound by the Plan of Arrangement.

 

Section 2.09 Company Warrants and Debentures.

 

(a) The Buyer agrees that for the period from the Effective Date until expiry of the Company Warrants (in accordance with their respective terms), the Buyer will assume all of the covenants and obligations of the Company under the Company Warrants and in accordance with the terms and conditions of the respective warrant certificates or warrant indentures, do all things necessary (including entering into supplemental indentures in forms satisfactory to the applicable warrant agent) to provide for the application of the provisions set forth in such warrant certificates or warrant indentures with respect to the rights and interests of the holders thereof, such that upon exercise a Company Warrant will entitle the holder thereof to receive the Consideration Shares and the Company Warrants will otherwise be valid and binding obligations of the Buyer entitling the holders thereof, as against the Buyer, to all the rights of such holders as set out in their respective warrant certificates or warrant indentures, as the case may be.

 

(b) Section 2.09(a) shall survive the execution and delivery of this Agreement and the completion of the Arrangement and shall be enforceable against the Buyer by the holders of the Company Warrants described in Section 2.09(a).

 

(c) The Buyer agrees that for the period from the Effective Date until maturity of the Company Debentures (in accordance with their respective terms), the Buyer will assume certain of the covenants and obligations of Company under the Company Debentures and in accordance with the terms and conditions of the trust indenture, do all things necessary (including entering into a supplemental indenture in a form satisfactory to the trustee) to provide for the application of the provisions set forth in such indenture with respect to certain of the rights and interests of the holders thereof, such that upon conversion a Company Debenture will entitle the holder thereof to receive the Consideration Shares and the Company Debentures will otherwise be valid and binding obligations of the Company entitling the holders thereof, as against the Company, to all the rights of such holders as set out in their trust indenture.

 

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(d) Section 2.09(c) shall survive the execution and delivery of this Agreement and the completion of the Arrangement and shall be enforceable against Buyer by the holders of the Company Debentures described in Section 2.09(c).

 

Section 2.10 Payment of Consideration.

 

The Buyer shall, prior to the filing by the Company of the Articles of Arrangement with the Registrar, provide or cause to be provided the Depositary with an irrevocable direction for the issuance of the Consideration Shares (the terms and conditions of such escrow and direction to be satisfactory to the Company and the Buyer, acting reasonably) and any treasury directions addressed to the Buyer’s transfer agent as may be necessary, in order to pay and deliver the aggregate Consideration as provided in the Plan of Arrangement.

 

Section 2.11 Public Communications.

 

The Parties agree to issue jointly a news release with respect to this Agreement as soon as practicable after its execution, provided that the text and timing of the announcement shall be approved by each Party in advance, acting reasonably. Thereafter, the Buyer and the Company agree to co-operate and participate in presentations to investors regarding the Arrangement prior to the making of such presentations and to promptly advise, consult and co-operate with each other in issuing any news releases or otherwise making public statements with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the CSE and TSXV, with respect thereto. Each Party shall: (a) not issue any news release or otherwise make public statements with respect to this Agreement or the Arrangement without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed; and (b) enable the other Party, acting reasonably, to review and comment on all such news releases prior to the release thereof and shall enable the other Party, acting reasonably, to review and comment on such filings prior to the filing thereof; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make disclosure in accordance with applicable Laws and, if such disclosure is required and the other Party has not reviewed or commented on the disclosure, the Party making such disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and, if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. For the avoidance of doubt, the foregoing shall not prevent either Party from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with the most recent news releases, public disclosures or public statements made by the Parties. Without limiting the generality of the foregoing and for greater certainty, each Party acknowledges and agrees that the other Party shall file, in accordance with Securities Laws, this Agreement, together with a material change report related thereto, under such Party’s profile on SEDAR.

 

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Section 2.12 Tax Matters.

 

The Company, the Buyer and the Depositary, as applicable, shall be entitled to deduct or withhold from any consideration payable or otherwise deliverable to any Person, including Company Shareholders exercising Dissent Rights, pursuant to the Arrangement and from all dividends, other distributions or other amount otherwise payable to any former Company Shareholders, such Taxes or other amounts as the Company, the Buyer or the Depositary are required, entitled or permitted to deduct or withhold with respect to such payment under the Tax Act, or any other provisions of any applicable Laws, in each case, as amended. To the extent that Taxes or other amounts are so deducted or withheld, such deducted or withheld Taxes or other amounts shall be treated for all purposes under this Agreement as having been paid to the Person in respect of which such deduction or withholding was made, provided that such deducted or withheld Taxes or other amounts are actually remitted to the appropriate taxing authority.

 

Section 2.13 Buyer Directors.

 

The Buyer shall take all necessary actions to ensure that upon the completion of the Arrangement the Buyer Board will be reconstituted such that the Buyer Board will be comprised solely of the Company Nominees and the Buyer Nominees and shall ensure that the Company Nominees are nominated for election as directors of the Buyer at the Buyer’s next annual general meeting of Buyer Shareholders.

 

Section 2.14 Adjustment of Consideration Shares.

 

If on or after the date hereof, either Party: (a) splits, consolidates or reclassifies any of its common shares; (b) undertakes any other capital reorganization; or (c) declares, sets aside or pays any dividend or other distribution to its shareholders of record as of a time prior to the Effective Date, the Parties hereto shall make such adjustments to the Arrangement, including the number or fraction of Consideration Shares deliverable per Company Share under the Arrangement, as they determine acting in good faith to be necessary to restore the original intention of the Parties in the circumstances and to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Plan of Arrangement prior to such action.

 

Section 2.15 United States Securities Law Matters.

 

(a) The Parties agree that the Arrangement will be carried out with the intention that, assuming the Final Order is granted by the Court, all Consideration Shares issued under the Arrangement to the holders of Company Shares will be issued by the Buyer in reliance on the Section 3(a)(10) Exemption. In order to ensure the availability of the exemption under the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis:

 

(i) the Arrangement will be subject to the approval of the Court;

 

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(ii) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement;

 

(iii) the Court will be required to satisfy itself as to the fairness of the Arrangement to the Company Shareholders, subject to the Arrangement;

 

(iv) the Company will ensure that each Person entitled to receive Consideration Shares on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right and that there shall not be any improper impediments to the appearance at the hearing of any Company Shareholder;

 

(v) each Company Shareholder in the United States entitled to receive Consideration Shares will be advised that the Consideration Shares issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued by the Buyer in reliance on the Section 3(a)(10) Exemption, and may be subject to restrictions on resale under the applicable securities laws of the United States, including Rule 144 under the U.S. Securities Act with respect to affiliates of the Company and the Buyer;

 

(vi) the Interim Order approving the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they deliver an appearance within a reasonable time;

 

(vii) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the Company Shareholders. The Company shall request that the Final Order shall include a statement to substantially the following effect:

 

“This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the distribution of securities of High Tide Inc., pursuant to the Plan of Arrangement.”; and

 

(viii) under no circumstances shall the Buyer offer cash consideration to any Company Shareholder for Company Shares.

 

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(b) The Buyer shall take all steps as may be required to cause the securities to be issued under the Plan of Arrangement to be issued pursuant to an exemption from the prospectus and registration requirements of applicable Securities Laws, and shall not be subject to resale restrictions under applicable Securities Laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 – Resale of Securities).

 

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 

Section 3.01 Representations and Warranties of the Company.

 

Except as disclosed in the Company Disclosure Letter, the Company represents and warrants to and in favour of the Buyer as follows and acknowledges that the Buyer is relying upon such representations and warranties in entering into this Agreement:

 

(a) Good Standing of Company. The Company is a corporation or entity incorporated and validly existing under the laws of the jurisdiction of its incorporation, and has the corporate power and capacity to own, lease and operate its assets and properties and conduct its business as now owned and conducted. The Company is duly qualified, licensed or registered to carry on business in each jurisdiction in which its assets are located or it conducts business, except where the failure to be so qualified, licensed or registered would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. No steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of the Company.

 

(b) Organization and Good Standing of Subsidiaries. The Subsidiaries as set forth in Section 3.01(a) of the Company Disclosure Letter are the only Subsidiaries of the Company. The Company does not beneficially own or exercise control or direction over 10% or more of the outstanding voting shares of any company that holds any assets or conducts any operations other than its Subsidiaries and the Company owns, directly or indirectly, the percentage indicated in Section 3.01(a) of the Company Disclosure Letter of the issued and outstanding shares in the capital of its Subsidiaries which are free and clear of all mortgages, Liens, charges, pledges, security interests, encumbrances, claims or demand of any kind whatsoever, all of such shares have been duly authorized and are validly issued and are outstanding as fully paid and non-assessable shares and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of any of its Subsidiaries or any other security convertible into or exchangeable for any such shares. Each Subsidiary is a corporation or entity incorporated or organized, as applicable, validly existing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has the power and capacity to own, lease and operate its assets and properties and conduct its business as now owned and conducted. Each Subsidiary is duly qualified, licensed or registered to carry on business in each jurisdiction in which its assets are located or it conducts business, except where the failure to be so qualified, licensed or registered would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. No steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of any of its Subsidiaries.

 

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(c) Corporate Authorization. The Company has the corporate power and capacity to enter into and perform its obligations under this Agreement. The execution, delivery and performance by the Company of its obligations under this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the Arrangement and the other transactions contemplated hereby other than: (i) approval by the Company Board of the Company Circular; (ii) the Arrangement Resolution being approved by the Company Shareholders at the Company Meeting in accordance with the Interim Order and applicable Laws; (iii) filings with the Court in respect of the Arrangement; and (iv) filings of the required records and information with the Registrar.

 

(d) Corporate Records. The corporate records and minute books of the Company and each Subsidiary made available to counsel for the Buyer in connection with their due diligence investigation of the Company contain all records of the meetings and proceedings of its directors, shareholders, and other committees, if any, since inception and are complete and accurate in material respects contain copies of all constating documents and resolutions passed by and any other proceedings of their shareholders, directors and committees of the board of directors since their respective dates of incorporation, all of which constating documents and resolutions have been duly passed. No meeting, resolution or proceeding of any such shareholders, directors or committees of the board of directors of the Company or any of its Subsidiaries has been held or passed that has not been reflected in such minute books. The financial books and records and accounts of the Company and each Subsidiary have been maintained in accordance with good business practices on a basis consistent with prior years and past practice, are stated in reasonable detail, accurately and fairly reflect the transactions and acquisitions and dispositions of assets of the Company and each Subsidiary and will accurately and fairly reflect the basis for the financial statements of the Company.

 

(e) DirectorsApprovals. The Company Board, after consultation with its legal and financial advisors: (i) has unanimously determined that the Arrangement is in the best interests of the Company; and (ii) has approved the entering into of this Agreement and the making of a recommendation that Company Shareholders vote in favour of the Arrangement Resolution. The Company Board has received opinions from the Company Advisors to the effect that the consideration to be received under the Arrangement is fair from a financial point of view to the Company Shareholders (the “Fairness Opinion”), and such opinion has not been withdrawn, revoked or modified.

 

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(f) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable against it in accordance with its terms subject only to any limitation on bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

 

(g) Governmental Authorization. The execution, delivery and performance by the Company of its obligations under this Agreement and the consummation of the Arrangement do not require any other Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity other than: (i) the Interim Order; (ii) the Final Order; (iii) filings with the Registrar; (iv) any actions or filings with the Securities Authorities or the TSXV; (v) any required provincial regulatory approvals relating to the sale of cannabis and cannabis products, including from the Alberta Gaming, Liquor and Cannabis, the Alcohol and Gaming Commission of Ontario and other similar regulators in the jurisdictions in which the Company carries on business; and (vi) any consents, waivers, approvals or actions or filings or notifications, the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

 

(h) Non-contravention. The execution, delivery and performance by the Company of its obligations under this Agreement and the consummation of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

 

(i) contravene, conflict with, or result in any violation or breach of the articles, by-laws or other constating documents of the Company or any of its Subsidiaries; or

 

(ii) assuming compliance with all matters referred to in Section 3.01(g), contravene, conflict with or result in a violation or breach of any applicable Laws, with such exceptions as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

 

(i) Residence of the Company. The Company is not a non-resident of Canada within the meaning of the Tax Act.

 

(j) Third Party Consents. Other than as disclosed in Section 3.01(j) of the Company Disclosure Letter, no consent, waiver or approval from other parties to the Material Contracts is: (i) required to be obtained by the Company or its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement or the consummation of the Arrangement; or (ii) required in order to maintain the Material Contracts in full force and effect immediately upon the consummation of the Arrangement, except for such consents, the absence of which would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

 

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(k) Capitalization.

 

(i) The authorized capital of Company consists of an unlimited number of Company Shares. As of the close of business on August 20, 2020, 236,679,686 Company Shares were issued and outstanding, as fully paid and non-assessable.

 

(ii) There are no bonds, debentures (except Company Debentures) or other evidences of indebtedness of the Company outstanding having the right to vote (or that are convertible or exercisable for securities having the right to vote) with the Company Shareholders on any matter.

 

(iii) Except for outstanding Company Options under the Company Stock Option Plan, outstanding Company RSUs under the Company RSU Plan, Company Debentures, Company Warrants and Company’s contingent commitment to grant shares in the capital stock of the Company as disclosed in the Company Disclosure Letter, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre- emptive, contingent or otherwise) of any kind that obligate the Company to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries.

 

(iv) All outstanding securities of the Company have been issued in material compliance with all applicable Laws, including Securities Laws.

 

(v) The Company Disclosure Letter sets forth with respect to each Company Option, Company Warrant, Company Debenture, and Company RSU outstanding as of the date of this Agreement: (A) the number of Company Shares issuable therefor; (B) the purchase price payable therefor upon the exercise thereof, as applicable; and (C) the date on which such security was granted or issued. All outstanding Company Shares have been duly authorized and validly issued, are fully paid and non-assessable, and all Company Shares issuable upon the exercise of Company Options and Company Warrants, and upon the conversion of Company Debentures, in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable, and are not and will not be subject to, or issued in violation of, any pre-emptive rights. All securities of the Company (including the Company Shares, Company Options, Company RSUs, Company Warrants and Company Debentures) have been issued in compliance with all applicable Laws. Other than the Company Shares, Company Options, Company RSUs, Company Warrants and Company Debentures, as applicable, there are no securities of the Company or of any of its Subsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the Company Shareholders on any matter. There are no outstanding contractual or other obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any of its outstanding securities, other than the Company Options, Company Warrants, Company RSUs, and Company Debentures.

 

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(vi) The Company Data Room contains a true and complete copy of Company’s Stock Option Plan and the Company RSU Plan and there are no contracts, commitments, agreements, arrangements or understandings between (A) Company or any of its Subsidiaries on the one hand and (B) any current holder of the Company’s options, warrants and other convertible securities of the Company on the other, which would result in any such security vesting solely as a result of the Arrangement, other than as set forth in the Company RSU Plan and applicable Company RSU agreements with holders of Company RSUs and the Company Stock Option Plan and applicable Company Stock Option agreements with holders of Company Options and other than vesting or acceleration as permitted in the Company RSU Plan and applicable Company RSU agreements with holders of Company RSUs and the Company Stock Option Plan and applicable Company Stock Option agreements with holders of Company Options.

 

(vii) All dividends or distributions on securities of Company that have been declared or authorized have been paid.

 

(l) Significant Shareholders. To the knowledge of the Company, no Person beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the votes attached to the Company Shares.

 

(m) Shareholdersand Similar Agreements. Other than as disclosed in Section 3.01(m) the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is subject to any unanimous shareholders agreement and is not a party to any shareholder, pooling, voting, voting trust or other similar arrangement or agreement relating to the ownership or voting of any of the securities of the Company or of any of its Subsidiaries or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in the Company or in any of its Subsidiaries and the Company has not adopted a shareholders’ rights plan or any similar plan or agreement.

 

 

(n) Securities Law Matters. 

 

(i) The Company is a reporting issuer under applicable Securities Laws in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland. The Company Shares are listed and posted for trading on the TSXV. The Company is not in default of any material requirements of any Securities Laws or the rules and regulations of the TSXV.

 

(ii) The Company has not taken any action to cease to be a reporting issuer in any province or territory of Canada nor has the Company received notification from any Securities Authority to revoke the reporting issuer status of the Company. As of the date of this Agreement, no delisting, suspension of trading or cease trade or other restriction with respect to any securities of the Company is pending or, to the knowledge of the Company, threatened.

 

(iii) The Company has filed with the Securities Authorities all material forms, reports, schedules and other documents required to be filed under applicable Securities Laws since January 1, 2019. The documents comprising the Company Filings complied as filed in all material respects with applicable Securities Laws and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such subsequent filing), contain any Misrepresentation. The Company has not filed any confidential material change report which at the date of this Agreement remains confidential. To the knowledge of the Company, neither the Company nor any of the Company Filings is subject to an ongoing audit, review, comment or investigation by any Securities Authority or the TSXV.

 

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(o) Auditors. To the knowledge of the Company, the Company’s auditors, who audited the Company’s financial statements and provided their audit report, were, at the relevant time, independent public accountants as required under Securities Laws and there has never been a reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) between the Company and such auditors or any former auditors of the Company or its Subsidiaries.

 

(p) No Change in Accounting Policies. Other than as set forth in the Company Filings, there has been no change in accounting policies or practices of the Company or any of its Subsidiaries since January 1, 2019.

 

(q) No Third-Party Breach or Violation. To the knowledge of the Company, no party (other than the Company or its Subsidiaries) to any Material Contract is in breach or violation of any term or provision thereof which would or would reasonably be expected to result in any Company Material Adverse Effect.

 

(r) Insolvency. No act or proceeding has been taken by or against the Company or any of its Subsidiaries in connection with the dissolution, liquidation, winding up, bankruptcy or reorganization of the Company or any of its Subsidiaries or for the appointment of a trustee, receiver, manager or other administrator of the Company or any of its Subsidiaries or any of its properties or assets nor, to the knowledge of the Company, is any such act or proceeding threatened. The Company (nor any of its Subsidiaries) has not sought protection under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or similar legislation. Neither the Company nor any of its Subsidiaries nor any of their respective properties or assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict, the right or ability of the Company or any of its Subsidiaries to conduct its business in all material respects as it has been carried on prior to the date hereof, or that would reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement.

 

(s) Financial Statements. 

 

(i) The Company’s audited annual consolidated financial statements (including any of the notes or schedules thereto, the auditor’s report thereon and the related management’s discussion and analysis) and unaudited consolidated interim financial statements (including any of the notes or schedules thereto and the related management’s discussion and analysis) included in the Company Filings were prepared in accordance with GAAP and applicable Laws and fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries at the respective dates thereof and the consolidated results of the Company’s operations and cash flows for the periods indicated therein (except as may be expressly indicated in the notes to such financial statements). The Company does not intend to correct or restate, nor, to the knowledge of the Company, is there any basis for any correction or restatement of, any aspect of the Company’s financial statements included in the Company Filings. There are no, nor are there any commitments to become party to, any off-balance sheet transaction, arrangement, obligation (including contingent obligations) or other similar relationships of the Company or any of its Subsidiaries with unconsolidated entities or other Persons.

 

(ii) The financial books, records and accounts of the Company and each of its Subsidiaries: (A) have been maintained, in all material respects, in accordance with GAAP; (B) are stated in reasonable detail; (C) accurately and fairly reflect all the material transactions, acquisitions and dispositions of the Company and its Subsidiaries; and (D) accurately and fairly reflect the basis of the Company’s financial statements.

 

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(t) Absence of Undisclosed Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than liabilities or obligations: (i) disclosed in the Company’s audited consolidated financial statements as at August 31, 2019; (ii) incurred in the ordinary course of business since August 31, 2019; (iii) incurred in connection with this Agreement; or (iv) that would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

 

(u) Absence of Certain Changes or Events. Since September 1, 2019, other than the transactions contemplated in this Agreement and as disclosed in the Company Filings or any impacts on the Company as a result of COVID-19, the business of the Company and its Subsidiaries has been conducted only in the ordinary course of business and there has not been any event, occurrence, fact, effect or circumstance that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

 

(v) Compliance with Laws. The Company and each of its Subsidiaries is and has been in compliance with applicable Laws and, to the knowledge of the Company, none of the Company or any of its Subsidiaries is under any investigation with respect to, has been charged or threatened to be charged with, or has received notice of, any violation or potential violation of any applicable Laws, except for failures to comply or violations that have not had or would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

 

(w) Carrying on Business. The Company and each Subsidiary:

 

(i) are in compliance with and will comply fully with the requirements of all applicable laws and administrative policies and directions, including, without limitation, the Cannabis Act, the Cannabis Regulations, applicable provincial legislation relating to the sale of cannabis (including cannabis oil and other derivatives) and applicable corporate legislation in relation to the issue of its securities in all material respects;

 

(ii) has not received any correspondence or notice from any Governmental Entity that has not been addressed to the satisfaction of such Governmental Entity, alleging or asserting material noncompliance with any applicable laws or any Authorizations;

 

(iii) possesses all material Authorizations reasonably required for the conduct of its business as currently conducted and such Authorizations are valid and in full force and effect and it is not in violation of any material term of any such Authorizations;

 

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(iv) has not received notice of any pending or threatened claim, suit, proceeding or other action from any Governmental Entity or third party alleging that any of its operations or activities is in violation of any applicable Law or Authorizations, and has no knowledge or reason to believe that any such Governmental Entity or third party is considering any such proceeding or other action; and

 

(v) is not subject to any judgment, order, writ, injunction, decree or award of any Governmental Entity, which either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

 

(x) Material Contracts. Except as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each Material Contract is legal, valid and binding and in full force and effect and is enforceable by the Company or a Subsidiary, as applicable, in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction; (ii) the Company and its Subsidiaries, as applicable, have performed the obligations required to be performed by the Company or a Subsidiary, as applicable, under each Material Contract; (iii) none of the Company or any of its Subsidiaries is in breach or default under any Material Contract nor does the Company have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default; and (iv) as of the date of this Agreement, none of the Company or any of its Subsidiaries knows of, or has received any notice (whether written or oral) of, any breach, default, cancellation, termination or non-renewal under any Material Contract by any party to a Material Contract. Section 3.01(w) of the Company Disclosure Letter sets out a complete and accurate list of all Material Contracts as of the date of this Agreement, except for Company leases and subleases in respect of Leased Property. True and complete copies of the Material Contracts have been disclosed in the Company Data Room and no Material Contract has, since such disclosure, been modified, rescinded or terminated.

 

(y) Non-Competition Agreements. No current or proposed officer or director of the Company, nor to the knowledge of the Company, any employee of the Company or any of its Subsidiaries, is subject to any limitations or restrictions on their activities or investments, including any non-competition provisions, that would in any way limit or restrict their involvement with the Company or its Subsidiaries or the business affairs of the Company or its Subsidiaries as now conducted or presently proposed to be conducted.

 

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(z) No Pending Acquisitions. Other than as disclosed in Section 3.01(z) of the Company Disclosure Letter, the Company (or any of its Subsidiaries) has not approved, is not contemplating, nor has it entered into any agreement in respect of, and to the knowledge of the Company (or any of its Subsidiaries): (i) the purchase of any property material to the Company or material assets or any interest therein or the sale, transfer or other disposition of any material property of the Company or material assets or any interest therein currently owned, directly or indirectly, by the Company, whether by asset sale, transfer or sale of shares or otherwise; or (ii) the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Company) of the Company (or any of its Subsidiaries).

 

(aa) Real Property and Leased Properties.

 

(i) The Company and its Subsidiaries do not own any real or immovable property.

 

(ii) The Company Data Room contains complete and accurate copies of all Company leases and subleases for real and immovable property leased or subleased by the Company or any of its Subsidiaries (the “Leased Properties”).

 

(iii) With respect to all Leased Properties: (A) each lease or sublease in respect thereof is in good standing, legal, valid, binding and in full force and effect and is a legal, valid, binding obligation of, and is enforceable against, each other party thereto in accordance with its terms subject to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies, such as specific performance and injunction; and (B) there is no event of breach or default, or any event which, with the giving of notice, the lapse of time or both, would become an event of default, under any such lease or sublease and, to the knowledge of the Company, none of the Company or any of its Subsidiaries has received or delivered any notice of any material breach of, or default under, any such lease or sublease.

 

(bb) Personal Property. The Company and its Subsidiaries have valid, good and marketable title to all personal property owned by them, except as would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect.

 

(cc) Material Assets and Property. The Company and each of its Subsidiaries owns or has the right to use all material Assets and Properties currently owned or used in the business, including: (i) all Material Contracts; and (ii) all material Assets and Properties necessary to enable it to carry on its business as now conducted and as presently proposed to be conducted.

 

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(dd) Intellectual Property. Except as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect or as set forth in Section 3.01(dd) of the Company Disclosure Letter: (i) the Company and its Subsidiaries, as applicable, own or possess, or have a licence to or otherwise have the right to use, all Intellectual Property which is material and necessary for the conduct of its business as presently conducted (collectively, the “Company Intellectual Property Rights”); (ii) to the knowledge of the Company, all such Company Intellectual Property Rights that are owned by the Company and its Subsidiaries are valid and enforceable subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction and does not infringe in any material way upon the rights of others; and (iii) to the knowledge of the Company, no third party is infringing upon the Company Intellectual Property Rights owned or licensed by the Company or its Subsidiaries.

 

(ee) Litigation. Other than as disclosed in Section 3.01(z) of the Company Disclosure Letter, there are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending or, to the knowledge of the Company, threatened against or relating to the Company or any of its Subsidiaries, the business of the Company of any of its Subsidiaries or affecting any of their respective current or former properties or assets by or before any Governmental Entity that, if determined adverse to the interests of the Company or its Subsidiaries would have, or be reasonably expected to have, a Company Material Adverse Effect or would restrain, enjoin or otherwise prohibit or delay or otherwise adversely affect the consummation of the Arrangement, nor, to the knowledge of the Company, are there any events or circumstances which could reasonably be expected to give rise to any such claim, action, suit, arbitration, inquiry, investigation or proceeding.

 

(ff) Environmental Matters.

 

(i) The Company and its Subsidiaries are in material compliance with all applicable Environmental Laws, and neither the Company nor any such Subsidiary has used, except in material compliance with all Environmental Laws, any property or facility which it owns or leases, or previously owned or leased, to conduct any Environmental Activity, except where such use would not result in a Material Adverse Effect;

 

(ii) neither the Company nor its Subsidiaries, nor, to the knowledge of the Company, any of their predecessor companies, have received any notice of any material claim, judicial or administrative proceeding, order or direction, pending, instituted, threatened, concluded or issued against, the Company or its Subsidiaries or any of their properties, assets or operations relating to, or alleging any violation of, any Environmental Laws; the Company is not aware of any facts which would reasonably be expected to give rise to any such claim, judicial or administrative proceeding, order or direction and neither the Company nor its Subsidiaries, nor any of their properties, assets or operations is the subject of any investigation, evaluation, audit or review by any Governmental Entity to determine whether any violation of any Environmental Laws has occurred or is occurring or whether any remedial action is needed in connection with a release of any Contaminant into the environment, except for compliance investigations conducted in the normal course by any Governmental Entity;

 

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(iii) to the knowledge of the Company, there are no liabilities (whether contingent or otherwise) in connection with any Environmental Activity relating to or affecting the Company, its Subsidiaries or their properties, assets or operations, and no liabilities (whether contingent or otherwise) relating to the restoration or rehabilitation of land, water or any other part of the environment, in each case which would have a Material Adverse Effect; and

 

(iv) there are no environmental audits, evaluations, assessments, studies or tests, relating to the Company, its Subsidiaries or their properties, assets or operations, except for ongoing assessments conducted by or on behalf of the Company or its Subsidiaries in the ordinary course.

 

(gg) Employees. 

 

(i) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all applicable Laws respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and work safety and health.

 

(ii) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have been either paid or are accurately reflected in all material respects in the books and records of the Company and its Subsidiaries.

 

(iii) Other than as disclosed in Section 3.01(gg) of the Company Disclosure Letter, there are no material Company Employee related claims, complaints, investigations or orders under all applicable Laws that could reasonably be expected to have a Company Material Adverse Effect respecting employment now pending or, to the knowledge of the Company, threatened against the Company and its Subsidiaries by or before any Governmental Entity as of the date of this Agreement.

 

(iv) Other than as disclosed in 3.01(gg) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment other than such as results from applicable Laws from the employment of an employee without an agreement as to notice or severance.

 

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(v) Other than as disclosed in Section 3.01(gg) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or any of its Subsidiaries.

 

(vi) Neither the Company nor any Subsidiary is party to any collective bargaining agreement, contract or legally binding commitment to any trade unions or employee organization or group or to any Employee Plans and there are no threatened or apparent union organizing activities involving employees of the Company or any of its Subsidiaries, nor is the Company or any of its Subsidiaries currently negotiating any collective bargaining agreements.

 

(vii) There are no material outstanding assessments, penalties, fines, liens, charges, surcharges or other amounts due or owing pursuant to any workplace safety, workers compensation or insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety, workers compensation or insurance legislation. As of the date of this Agreement, to the Company’s knowledge, there are no claims or potential claims which may materially adversely affect the Company and its Subsidiaries’ accident cost experience.

 

(viii) The Company has disclosed in the Company Data Room all orders and material inspection reports under applicable occupational health and safety legislation. There are no charges pending under applicable occupational health and safety legislation. The Company has complied in all material respects with any orders issued under applicable occupational health and safety legislation and there are no appeals of any orders under applicable occupational health and safety legislation currently outstanding.

 

(hh) Insurance. As of the date hereof, the Company and its Subsidiaries have such policies of insurance as are listed in Section 3.01(hh) of the Company Disclosure Letter. Each of the Company and its Subsidiaries maintain insurance against loss of, or damage to, its assets by all insurable risks on a replacement cost basis in accordance with industry standards and such insurance coverage is in good standing in all material respects and not in default except in each case as could not reasonably be expected to have a Company Material Adverse Effect.

 

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(ii) United States Securities Law Matters. (i) The Company does not have, nor is it required to have, any class of securities registered under the U.S. Exchange Act, nor is the Company subject to any reporting obligation (whether active or suspended) pursuant to Section 15(d) of the U.S. Exchange Act; and (ii) the Company is not, and has never been, subject to any requirement to register any class of its equity securities pursuant to Section 12(g) of the U.S. Exchange Act, and is not an investment company registered or required to be registered under the Investment Company Act of 1940 of the United States of America.

 

(jj) Taxes. 

 

(i) All material Tax Returns required by applicable Laws to be filed with any Governmental Entity by, or on behalf of, the Company or any of its Subsidiaries have been filed when due in accordance with applicable Laws (taking into account any applicable extensions), and all such material Tax Returns are complete and correct in all material respects.

 

(ii) The Company and each of its Subsidiaries has paid, or has had paid on its behalf, or has collected, withheld and remitted to the appropriate Governmental Entity all material Taxes due and payable by them on a timely basis, other than those Taxes being contested in good faith and in respect of which reserves have been provided in the most recently published consolidated financial statements of the Company. The Company and its Subsidiaries have provided adequate accruals in accordance with GAAP in the most recently published consolidated financial statements of the Company for any Taxes of the Company and each of its Subsidiaries for the period covered by such financial statements that have not been paid whether or not shown as being due in any Tax Returns. Since the date of publication of the most recent consolidated financial statements of the Company, no material liability in respect of Taxes not reflected in such financial statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the ordinary course of business.

 

(iii) No material deficiencies, litigation, proposed adjustments or other matters in controversy exist or have been asserted with respect to Taxes of the Company or any of its Subsidiaries and neither the Company nor any of its Subsidiaries is a party to any action or proceeding for assessment or collection of Taxes and no such event has been asserted or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of their respective assets.

 

(iv) There are no currently effective material elections, agreements or waivers extending the statutory period or providing for any extension of time with respect to the assessment or reassessment of any material Taxes, or of the filing of any material Tax Return or any payment of material Taxes, by the Company or any of its Subsidiaries.

 

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(v) The Company and each of its Subsidiaries has made available to the Buyer true, correct and complete copies of all Tax Returns for which applicable statutory periods of limitations have not expired.

 

(kk) Related Party Transactions. Other than as disclosed in the Company Filings, neither the Company nor any of its Subsidiaries is indebted to any director, officer, employee or agent of, or independent contractor to, the Company or any of its Subsidiaries or any of their respective affiliates or associates (except for amounts due in the ordinary course of business as salaries, bonuses, directors’ fees or the reimbursement of ordinary course expenses), nor any shareholder who beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the Company’s common shares or securities exchangeable for more than 10% of any class of securities of the Company. There are no Contracts (other than employment arrangements) with, or advances, loans, guarantees, liabilities or other obligations to, on behalf or for the benefit of, any shareholder, officer or director of the Company or any of its Subsidiaries, or any of their respective affiliates or associates.

 

(ll) Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Canadian Proceeds of Crime (Money Laundering) and Terrorist Financing Act, as amended and the money laundering statutes of all other applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable Governmental Entity (collectively, “Money Laundering Laws”) and no action, suit or proceeding by or before any regulatory authority involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

 

(mm) Anti-Bribery Laws. None of the Company or any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or any other person acting on behalf of the Company, or any of its subsidiaries has: (i) violated or is in violation of any provision of the Corruption of Foreign Public Officials Act (Canada), as amended (the “CFPOA”); (ii) taken any unlawful action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “foreign public official” (as such term is defined in the CFPOA); (iii) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; and the Company and its affiliates have instituted and maintain and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with applicable anti-corruption laws and with the representation and warranty contained herein.

 

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(nn) U.S. Cannabis-Related Activities or Assets.

 

(i) Neither Company nor any of its Subsidiaries, directly or indirectly, conduct any cannabis-related activities in the United States, including but not limited to: (i) the sale, cultivation, distribution, transportation, storage or handling of cannabis-related products; (ii) providing cannabis-related services or products to any Person in the United States; or (iii) arrangements with any Person engaging in the business activities described in (i) or (ii).

 

(ii) Neither Company nor any of its Subsidiaries own or have any right to acquire, directly or indirectly, any securities of any Person (including those that are convertible or exchangeable into securities of any such Person) with cannabis-related activities in the United States (which includes those matters set out in Section 3.01(nn)(i) above, including, but not limited to: (i) direct or indirect ownership of, or investment in, any such Person; (ii) commercial interests or arrangements with any such Person that are similar in substance to the ownership of, or investment in, any such Person; (iii) providing services or products that are specifically designed for, or targeted at, any such Person; or (iv) commercial interests or arrangements with Persons engaging in the business activities described in (iii).

 

(oo) Finders Fee. Except for the engagement letter between the Company and the Company Financial Advisor and the fees payable under or in connection with such engagement, no investment banker, broker, finder, financial advisor, or other intermediary has been retained by or is authorized to act on behalf of the Company or any of its Subsidiaries, or any of their respective officers, directors or employees, or is entitled to any fee, commission or other payment from the Company or any of its Subsidiaries, or any of their respective directors, officers or employees, in connection with this Agreement. A true and correct copy of the engagement letter between the Company and the Company Financial Advisor has been provided to the Buyer and the Company has made true and complete disclosure to the Buyer of all fees, commissions or other payments that may be incurred pursuant to the engagement of the Company Financial Advisor or that may otherwise be payable to the Company Financial Advisor.

 

(pp) Restrictions on Business Activities. There is no agreement, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries that has or would reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of the Company or its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such agreements, judgments, injunctions, orders or decrees as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

 

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(qq) Sufficient Funds. The Company has sufficient immediately available funds (through existing credit arrangements or otherwise) to pay when due the aggregate of all of its fees and expenses related to the transactions contemplated by this Agreement, including, without limitation, the Company Termination Payment.

 

(rr) Material Facts Not Withheld. The Company has not withheld and will not withhold from the Buyer prior to the Closing Time, any material facts relating to the Company or its Subsidiaries.

 

Section 3.02 Survival of Representations and Warranties.

 

The representations and warranties of the Company contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

 

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE BUYER

 

Section 4.01 Representations and Warranties.

 

Except as disclosed in the Buyer Disclosure Letter, the Buyer represents and warrants to and in favour of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement:

 

(a) Organization and Good Standing of Company. The Buyer is a corporation incorporated and validly existing under the Laws of the Province of Alberta and has the corporate power and capacity to own, lease and operate its assets and properties and conduct its business as now owned and conducted. The Buyer is duly qualified, licensed or registered to carry on business in each jurisdiction in which its assets are located or it conducts business, except where the failure to be so qualified, licensed or registered would not be reasonably expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. No steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of the Company.

 

(b) Organization and Good Standing of Subsidiaries. The Subsidiaries as set forth in Section 4.01(b) of the Buyer Disclosure Letter are the only Subsidiaries of the Buyer. The Buyer does not beneficially own or exercise control or direction over 10% or more of the outstanding voting shares of any company that holds any assets or conducts any operations other than its Subsidiaries and the Buyer owns, directly or indirectly, the percentage indicated in Section 4.01(b) of the Buyer Disclosure Letter of the issued and outstanding shares in the capital of its Subsidiaries. Other than as disclosed in Section 4.01(b) of the Buyer Disclosure Letter, all of such shares are free and clear of all mortgages, Liens, charges, pledges, security interests, encumbrances, claims or demand of any kind whatsoever, all of such shares have been duly authorized and are validly issued and are outstanding as fully paid and non-assessable shares and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of any of its Subsidiaries or any other security convertible into or exchangeable for any such shares. Each Subsidiary is a corporation or entity incorporated or organized, as applicable, validly existing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has the power and capacity to own, lease and operate its assets and properties and conduct its business as now owned and conducted. Each Subsidiary is duly qualified, licensed or registered to carry on business in each jurisdiction in which its assets are located or it conducts business, except where the failure to be so qualified, licensed or registered would not be reasonably expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. No steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of any of its Subsidiaries.

 

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(c) Corporate Authorization. The Buyer has the corporate power and capacity to enter into and perform its obligations under this Agreement. The execution, delivery and performance by the Buyer of its obligations under this Agreement have been duly authorized by all necessary corporate action on the part of the Buyer and no other corporate proceedings on the part of the Buyer are necessary to authorize this Agreement or the consummation of the Arrangement and the other transactions contemplated hereby.

 

(d) Corporate Records. The corporate records and minute books of the Buyer and each Subsidiary made available to counsel for the Company in connection with their due diligence investigation of the Buyer contain all records of the meetings and proceedings of its directors, shareholders, and other committees, if any, since inception and are complete and accurate in material respects contain copies of all constating documents and resolutions passed by and any other proceedings of their shareholders, directors and committees of the board of directors since their respective dates of incorporation, all of which constating documents and resolutions have been duly passed. No meeting, resolution or proceeding of any such shareholders, directors or committees of the board of directors of the Buyer or any of its Subsidiaries has been held or passed that has not been reflected in such minute books. The financial books and records and accounts of the Buyer and each Subsidiary have been maintained in accordance with good business practices on a basis consistent with prior years and past practice, are stated in reasonable detail, accurately and fairly reflect the transactions and acquisitions and dispositions of assets of the Buyer and each Subsidiary and will accurately and fairly reflect the basis for the financial statements of the Buyer.

 

(e) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Buyer and constitutes a legal, valid and binding agreement of the Buyer enforceable against it in accordance with its terms subject only to any limitation on bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

 

(f) Governmental Authorization. The execution, delivery and performance by the Buyer of its obligations under this Agreement and the consummation of the Arrangement do not require any other Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity other than: (i) the Interim Order; (ii) the Final Order; (iii) filings with the Registrar; (iv) any actions or filings with the Securities Authorities or the CSE; any required provincial regulatory approvals relating to the sale of cannabis and cannabis products, including from the Alberta Gaming, Liquor and Cannabis, the Alcohol and Gaming Commission of Ontario and other similar regulators in the jurisdictions in which the Buyer carries on business; and (vi) any consents, waivers, approvals or actions or filings or notifications, the absence of which would not reasonably be expected to materially impede or delay the ability of the Buyer to consummate the Arrangement.

 

(g) Third Party Consents. Other than as disclosed in Section 4.01(g) of the Buyer Disclosure Letter, no consent, waiver or approval from other parties to the Material Contracts is: (i) required to be obtained by the Buyer or its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement or the consummation of the Arrangement; or (ii) required in order to maintain the Material Contracts in full force and effect immediately upon the consummation of the Arrangement, except for such consents, the absence of which would not be reasonably expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.

 

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(h) Non-contravention. The execution, delivery and performance by the Buyer of its obligations under this Agreement and the consummation of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

 

(i) contravene, conflict with, or result in any violation or breach of any of the articles, by-laws or other constating documents of the Buyer or any of its Subsidiaries; or

 

(ii) assuming compliance with all matters referred to in Section 4.01(f), contravene, conflict with or result in a violation or breach of any applicable Laws with such exceptions as would not be reasonably expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.

 

(i) Residence of the Company. The Buyer is not a non-resident of Canada within the meaning of the Tax Act.

 

(j) Buyer Shares.

 

(i) The authorized capital of the Buyer consists of an unlimited number of Buyer Shares. As of the close of business on August 20, 2020, 236,380,280 Buyer Shares were issued and outstanding as fully paid and non-assessable.

 

(ii) The Consideration Shares to be issued pursuant to the Arrangement, the Buyer Shares issuable upon the exercise from time to time of the Company Options (or replacements thereof) in accordance with their respective terms, the Buyer Shares issuable upon the exercise from time to time of the Company Warrants in accordance with their respective terms, the Buyer Shares issuable upon the exercise from time to time of the Company RSUs in accordance with their respective terms and the Buyer Shares issuable upon the conversion from time to time of the Company Debentures in accordance with their respective terms will, when issued and delivered, be duly and validly issued by the Buyer on their respective dates of issue as fully paid and non-assessable shares and will not subject to a hold period under Securities Laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 – Resale of Securities) or be issued in violation of the terms of any agreement or other understanding binding upon the Buyer at the time that such shares are issued and will be issued in compliance with the constating documents of the Buyer and all applicable Laws. As of the Effective Date, all of the Company Options, Company RSUs and Company Warrants will be outstanding as duly authorized and validly existing options, RSUs and warrants to acquire the Buyer Shares, which will not be issued in violation of the terms of any agreement or other understanding binding upon the Buyer at the time at which they are issued and all of the Company Debentures will be outstanding as duly authorized and validly existing debentures convertible into Buyer Shares, which will not be issued in violation of the terms of any agreement or other understanding binding upon the Buyer at the time at which they are issued.

 

(iii) There are no bonds, debentures (except Buyer Debentures) or other evidences of indebtedness of the Buyer outstanding having the right to vote (or that are convertible or exercisable for securities having the right to vote) with the Buyer Shareholders on any matter.

 

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(iv) Except for outstanding Buyer Options under the Buyer Stock Option Plan, Buyer Debentures, Buyer Warrants and the Buyer’s contingent commitment to issue Buyer Shares as disclosed in the Buyer Disclosure Letter there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any kind that obligate the Buyer to issue or sell any shares of capital stock or other securities of the Buyer or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Buyer or any of its Subsidiaries.

 

(v) All outstanding securities of the Buyer have been issued in material compliance with all applicable Laws, including Securities Laws.

 

(vi) The Buyer Disclosure Letter sets forth with respect to each Buyer Option, Buyer Warrant, and Buyer Debenture outstanding as of the date of this Agreement: (i) the number of Buyer Shares issuable therefor; (ii) the purchase price payable therefor upon the exercise thereof, as applicable; and (iii) the date on which such security was granted or issued. All outstanding Buyer Shares have been duly authorized and validly issued, are fully paid and non-assessable, and all Buyer Shares issuable upon the exercise of Buyer Options and Buyer Warrants, and upon the conversion of Buyer Debentures, in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable, and are not and will not be subject to, or issued in violation of, any pre-emptive rights. All securities of Buyer (including the Buyer Shares, Buyer Options, Buyer Warrants and Buyer Debentures) have been issued in compliance with all applicable Laws. Other than the Buyer Shares, Buyer Options, Buyer Warrants and Buyer Debentures, as applicable, there are no securities of the Buyer or of any of its Subsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the Buyer Shareholders on any matter. There are no outstanding contractual or other obligations of the Buyer or any Subsidiary to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any of its outstanding securities, other than the Buyer Options, Buyer Warrants, and Buyer Debentures.

 

(vii) The Buyer Data Room contains a true and complete copy of Buyer’s Stock Option Plan and there are no contracts, commitments, agreements, arrangements or understandings between (A) Buyer or any of its Subsidiaries on the one hand and (B) any current holder Buyer’s options, warrants and other convertible securities of Buyer on the other, which would result in any such security vesting solely as a result of the Arrangement.

 

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(viii) All dividends or distributions on securities of Buyer that have been declared or authorized have been paid.

 

(k) Significant Shareholders. Except as disclosed in the Buyer Filings, to the knowledge of the Buyer, no Person beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the votes attached to the Buyer Shares.

 

(l) Shareholdersand Similar Agreements. Neither the Buyer nor any of its Subsidiaries is subject to any unanimous shareholders’ agreement and is not a party to any shareholder, pooling, voting, voting trust or other similar arrangement or agreement relating to the ownership or voting of any of the securities of the Buyer or of any of its Subsidiaries or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in the Buyer or in any of its Subsidiaries and the Buyer has not adopted a shareholders’ rights plan or any similar plan or agreement.

 

(m) Securities Law Matters.

 

(i) The Buyer is a reporting issuer under applicable Securities Laws in the Provinces of British Columbia, Alberta and Ontario. The Buyer Shares are listed and posted for trading on the CSE. The Buyer is not in default of any material requirements of any Securities Laws or the rules and regulations of the CSE.

 

(ii) As of the date of this Agreement, the Buyer has not taken any action to cease to be a reporting issuer in any province or territory of Canada nor has the Buyer received notification from any Securities Authority to revoke the reporting issuer status of the Buyer. As of the date of this Agreement, no delisting, suspension of trading or cease trade or other restriction with respect to any securities of the Buyer is pending or, to the knowledge of the Buyer, threatened.

 

(iii) The Buyer has filed with the Securities Authorities all material forms, reports, schedules and other documents required to be filed under applicable Securities Laws since January 1, 2019. The documents comprising the Buyer Filings complied as filed in all material respects with applicable Securities Laws and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such subsequent filing), contain any Misrepresentation. The Buyer has not filed any confidential material change report which at the date of this Agreement remains confidential. To the knowledge of the Buyer, neither the Buyer nor any of the Buyer Filings is subject to an ongoing audit, review, comment or investigation by any Securities Authority or the CSE.

 

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(n) Auditors. To the knowledge of the Buyer, the Buyer’s auditors, who audited the Buyer’s financial statements and provided their audit report, were, at the relevant time, independent public accountants as required under the Securities Laws and there has never been a reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) between the Buyer and such auditors or any former auditors of the Buyer or its Subsidiaries.

 

(o) No Change in Accounting Policies. Other than as disclosed in the Buyer Financial Filings, there has been no change in accounting policies or practices of the Buyer or any of its Subsidiaries since January 1, 2019.

 

(p) No Third-Party Breach of Violation. Other than as disclosed in Section 4.01(p) of the Buyer Disclosure Letter, to the knowledge of the Buyer, no party (other than the Buyer or its Subsidiaries) to any Material Contract is in breach or violation of any term or provision thereof which would or would reasonably be expected to result in any Buyer Material Adverse Effect.

 

(q) Insolvency. No act or proceeding has been taken by or against the Buyer or any of its Subsidiaries in connection with the dissolution, liquidation, winding up, bankruptcy or reorganization of the Buyer or any of its Subsidiaries or for the appointment of a trustee, receiver, manager or other administrator of the Buyer or any of its Subsidiaries or any of its properties or assets nor, to the knowledge of the Buyer, is any such act or proceeding threatened. The Buyer (nor any of its Subsidiaries) has not sought protection under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or similar legislation. Neither the Buyer nor any of its Subsidiaries nor any of their respective properties or assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict, the right or ability of the Buyer or any of its Subsidiaries to conduct its business in all material respects as it has been carried on prior to the date hereof, or that would reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement.

 

(r) Financial Statements.

 

(i) The Buyer’s audited annual consolidated financial statements (including any of the notes or schedules thereto, the auditor’s report thereon and the related management’s discussion and analysis) and unaudited consolidated interim financial statements (including any of the notes or schedules thereto and the related management’s discussion and analysis) included in the Buyer Filings (collectively, the “Buyer Financial Filings”) were prepared in accordance with GAAP and applicable Laws and fairly present, in all material respects, the consolidated financial position of the Buyer and its Subsidiaries at the respective dates thereof and the consolidated results of the Buyer’s operations and cash flows for the periods indicated therein (except as may be expressly indicated in the notes to such financial statements). The Buyer does not intend to correct or restate, nor, to the knowledge of the Buyer, is there any basis for any correction oar restatement of, any aspect of the Buyer’s financial statements included in the Buyer Financial Filings. There are no, nor are there any commitments to become party to, any off-balance sheet transaction, arrangement, obligation (including contingent obligations) or other similar relationships of the Buyer or any of its Subsidiaries with unconsolidated entities or other Persons.

 

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(ii) The financial books, records and accounts of the Buyer and each of its Subsidiaries: (A) have been maintained, in all material respects, in accordance with GAAP; (B) are stated in reasonable detail; (C) accurately and fairly reflect all the material transactions, acquisitions and dispositions of the Buyer and its Subsidiaries; and (D) accurately and fairly reflect the basis of the Buyer’s financial statements.

 

(s) Absence of Undisclosed Liabilities. There are no liabilities or obligations of the Buyer or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than liabilities or obligations: (i) disclosed in the Buyer’s interim consolidated financial statements as at April 30, 2020; (ii) incurred in the ordinary course of business since April 30, 2020; (iii) incurred in connection with this Agreement; or (iv) that would not be reasonably expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.

 

(t) Absence of Certain Changes or Events. Since January 1, 2019, other than the transactions contemplated in this Agreement and as disclosed in the Buyer Filings, the business of the Buyer and its Subsidiaries has been conducted only in the ordinary course of business and there has not been any event, occurrence, fact, effect or circumstance that has had or would reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.

 

(u) Compliance with Laws. The Buyer and each of its Subsidiaries is and has been in compliance with applicable Laws and, to the knowledge of the Buyer, none of the Buyer or any of its Subsidiaries is under any investigation with respect to, has been charged or threatened to be charged with, or has received notice of, any violation or potential violation of any applicable Laws, except for failures to comply or violations that have not had or would not be reasonably expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.

 

(v) Carrying on Business. The Buyer and each Subsidiary:

 

(i) are in compliance with and will comply fully with the requirements of all applicable laws and administrative policies and directions, including, without limitation, the Cannabis Act, the Cannabis Regulations, applicable provincial legislation relating to the sale of cannabis (including cannabis oil and other derivatives) and applicable corporate legislation in relation to the issue of its securities in all material respects;

 

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(ii) has not received any correspondence or notice from any Governmental Entity that has not been addressed to the satisfaction of such Governmental Entity, alleging or asserting material noncompliance with any applicable laws or any Authorizations;

 

(iii) possesses all material Authorizations reasonably required for the conduct of its business as currently conducted and such Authorizations are valid and in full force and effect and it is not in violation of any material term of any such Authorizations;

 

(iv) has not received notice of any pending or threatened claim, suit, proceeding or other action from any Governmental Entity or third party alleging that any of its operations or activities is in violation of any applicable Law or Authorizations, and has no knowledge or reason to believe that any such Governmental Entity or third party is considering any such proceeding or other action; and

 

(v) is not subject to any judgment, order, writ, injunction, decree or award of any Governmental Entity, which either individually or in the aggregate, would reasonably be expected to have a Buyer Material Adverse Effect.

 

(w) Material Contracts. Except as would not be reasonably expected to have, individually or in the aggregate, a Buyer Material Adverse Effect: (i) each Material Contract is legal, valid and binding and in full force and effect and is enforceable by the Buyer or a Subsidiary, as applicable, in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction; (ii) the Company and its Subsidiaries, as applicable, have performed the obligations required to be performed by the Buyer or a Subsidiary, as applicable, under each Material Contract (iii) none of the Company or any of its Subsidiaries is in breach or default under any Material Contract nor does the Buyer have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default; and (iv) as of the date of this Agreement, none of the Buyer or any of its Subsidiaries knows of, or has received any notice (whether written or oral) of, any breach, default, cancellation, termination or non-renewal under any Material Contract by any party to a Material Contract. Section 4.01(w) of the Buyer Disclosure Letter sets out a complete and accurate list of all Material Contracts as of the date of this Agreement, except for Buyer leases and subleases in respect of Buyer Leased Properties. True and complete copies of the Material Contracts have been disclosed in the Buyer Data Room and no Material Contract has, since such disclosure, been modified, rescinded or terminated.

 

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(x) Non-Competition Agreements. No current or proposed officer or director of the Buyer, nor to the knowledge of the Buyer, any employee of the Buyer or any of its Subsidiaries, is subject to any limitations or restrictions on their activities or investments, including any non-competition provisions, that would in any way limit or restrict their involvement with the Buyer or its Subsidiaries or the business affairs of the Buyer or its Subsidiaries as now conducted or presently proposed to be conducted.

 

(y) No Pending Acquisitions. Other than as disclosed in Section 4.01(y) of the Buyer Disclosure Letter, the Buyer (or any of its Subsidiaries) has not approved, is not contemplating, nor has it entered into any agreement in respect of, and to the knowledge of the Buyer (or any of its Subsidiaries): (i) the purchase of any property material to the Buyer or material assets or any interest therein or the sale, transfer or other disposition of any material property of the Buyer or material assets or any interest therein currently owned, directly or indirectly, by the Buyer, whether by asset sale, transfer or sale of shares or otherwise; or (ii) the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Buyer) of the Buyer (or any of its Subsidiaries).

 

(z) Real Property and Leased Properties.

 

(i) Other than as disclosed in Section 4.01(y) of the Buyer Disclosure Letter, the Buyer and its Subsidiaries do not own any real or immovable property.

 

(ii) The Buyer Data Room contains complete and accurate copies of all Buyer leases and subleases for real and immovable property leased or subleased by the Buyer or any of its Subsidiaries (the “Buyer Leased Properties”).

 

(iii) With respect to all Buyer Leased Properties: (A) each lease or sublease in respect thereof is in good standing, legal, valid, binding and in full force and effect and is a legal, valid, binding obligation of, and is enforceable against, each other party thereto in accordance with its terms subject to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies, such as specific performance and injunction; and (B) there is no event of breach or default, or any event which, with the giving of notice, the lapse of time or both, would become an event of default, under any such lease or sublease and, to the knowledge of the Buyer, none of the Buyer or any of its Subsidiaries has received or delivered any notice of any material breach of, or default under, any such lease or sublease.

 

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(aa) Personal Property. The Buyer and its Subsidiaries have valid, good and marketable title to all personal property owned by them, except as would not, individually or in the aggregate, be reasonably expected to have a Buyer Material Adverse Effect.

 

(bb) Material Assets and Property. The Buyer and each of its Subsidiaries owns or has the right to use all material Assets and Properties currently owned or used in the business, including: (i) all Material Contracts; and (ii) all material Assets and Properties necessary to enable it to carry on its business as now conducted and as presently proposed to be conducted.

 

(cc) Intellectual Property. Except as would not be reasonably expected to have, individually or in the aggregate, a Buyer Material Adverse Effect: (i) the Buyer and its Subsidiaries, as applicable, own or possess, or have a licence to or otherwise have the right to use, all Intellectual Property which is material and necessary for the conduct of its business as presently conducted (collectively, the “Buyer Intellectual Property Rights”); (ii) to the knowledge of the Buyer, all such Buyer Intellectual Property Rights that are owned by the Buyer and its Subsidiaries are valid and enforceable subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction and does not infringe in any material way upon the rights of others; and (iii) to the knowledge of the Buyer, no third party is infringing upon the Buyer Intellectual Property Rights owned or licensed by the Buyer or its Subsidiaries.

 

(dd) Litigation. Other than as disclosed in Section 4.01(dd) of the Buyer Disclosure Letter, there are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending or, to the knowledge of the Buyer, threatened against or relating to the Buyer or any of its Subsidiaries, the business of the Buyer or any of its Subsidiaries or affecting any of their respective current or former properties or assets by or before any Governmental Entity that, if determined adverse to the interests of the Buyer or its Subsidiaries would have, or be reasonably expected to have, a Buyer Material Adverse Effect or would restrain, enjoin or otherwise prohibit or delay or otherwise adversely affect the consummation of the Arrangement, nor, to the knowledge of the Buyer, are there any events or circumstances which could reasonably be expected to give rise to any such claim, action, suit, arbitration, inquiry, investigation or proceeding.

 

(ee) Environmental Matters.

 

(i) The Buyer and its Subsidiaries are in material compliance with all applicable Environmental Laws, and neither the Buyer nor any such Subsidiary has used, except in material compliance with all Environmental Laws, any property or facility which it owns or leases, or previously owned or leased, to conduct any Environmental Activity, except where such use would not result in a Buyer Material Adverse Effect;

 

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(ii) neither the Buyer nor its Subsidiaries, nor, to the knowledge of the Buyer, any of their predecessor companies, have received any notice of any material claim, judicial or administrative proceeding, order or direction, pending, instituted, threatened, concluded or issued against, the Buyer or its Subsidiaries or any of their properties, assets or operations relating to, or alleging any violation of, any Environmental Laws; the Buyer is not aware of any facts which would reasonably be expected to give rise to any such claim, judicial or administrative proceeding, order or direction and neither the Buyer nor its Subsidiaries, nor any of their properties, assets or operations is the subject of any investigation, evaluation, audit or review by any Governmental Entity to determine whether any violation of any Environmental Laws has occurred or is occurring or whether any remedial action is needed in connection with a release of any Contaminant into the environment, except for compliance investigations conducted in the normal course by any Governmental Entity;

 

(iii) to the knowledge of the Buyer, there are no liabilities (whether contingent or otherwise) in connection with any Environmental Activity relating to or affecting the Buyer, its Subsidiaries or their properties, assets or operations, and no liabilities (whether contingent or otherwise) relating to the restoration or rehabilitation of land, water or any other part of the environment, in each case, which would have a Buyer Material Adverse Effect; and

 

(iv) there are no environmental audits, evaluations, assessments, studies or tests, relating to the Buyer, its Subsidiaries or their properties, assets or operations, except for ongoing assessments conducted by or on behalf of the Buyer or its Subsidiaries in the ordinary course.

 

(ff) Buyer Employees. 

 

(i) The Buyer and its Subsidiaries are in material compliance with all terms and conditions of employment and all applicable Laws respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and work safety and health.

 

(ii) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have been either paid or are accurately reflected in all material respects in the books and records of the Buyer and its Subsidiaries.

 

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(iii) Other than as disclosed in Section 4.01(ff) of the Buyer Disclosure Letter, there are no material Buyer Employee related claims, complaints, investigations or orders under all applicable Laws that could reasonably be expected to have a Buyer Material Adverse Effect respecting employment now pending or, to the knowledge of the Buyer, threatened against the Buyer and its Subsidiaries by or before any Governmental Entity as of the date of this Agreement.

 

(iv) Other than as disclosed in Section 4.01(ff) of the Buyer Disclosure Letter, no Buyer Employee has any agreement as to length of notice or severance payment required to terminate his or her employment other than such as results from applicable Law from the employment of an employee without an agreement as to notice or severance.

 

(v) Other than as disclosed in Section 4.01(ff) of the Buyer Disclosure Letter, neither the Buyer nor any Subsidiary is party to any collective bargaining agreement, contract or legally binding commitment to any trade unions or employee organization or group or to any Employee Plans, and there are no threatened or apparent union organizing activities involving employees of the Buyer or any of its Subsidiaries, nor is the Buyer or any of its Subsidiaries currently negotiating any collective bargaining agreements or any Employee Plans.

 

(vi) There are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Buyer Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Buyer or any of its Subsidiaries.

 

(vii) There are no material outstanding assessments, penalties, fines, liens, charges, surcharges or other amounts due or owing pursuant to any workplace safety, workers compensation or insurance legislation and neither the Buyer nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Buyer, no audit of the Buyer or any Subsidiary is currently being performed pursuant to any applicable workplace safety, workers compensation or insurance legislation. As of the date of this Agreement, to the Buyer’s knowledge, there are no claims or potential claims which may materially adversely affect the Buyer and its Subsidiaries’ accident cost experience.

 

(viii) The Buyer has disclosed in the Buyer Data Room all orders and material inspection reports under applicable occupational health and safety legislation. There are no charges pending under applicable occupational health and safety legislation. The Buyer has complied in all material respects with any orders issued under applicable occupational health and safety legislation and there are no appeals of any orders under applicable occupational health and safety legislation currently outstanding.

 

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(gg) Insurance. As of the date hereof, the Buyer and its Subsidiaries have such policies of insurance as are listed Section 4.01(gg) of the Buyer Disclosure Letter. Each of the Buyer and its Subsidiaries maintain insurance against loss of, or damage to, its assets by all insurable risks on a replacement cost basis in accordance with industry standards and such insurance coverage is in good standing in all material respects and not in default except in each case as could not reasonably be expected to have a Buyer Material Adverse Effect.

 

(hh) United States Securities Law Matters. (i) The Buyer does not have, nor is it required to have, any class of securities registered under the U.S. Exchange Act, nor is the Buyer subject to any reporting obligation (whether active or suspended) pursuant to Section 15(d) of the U.S. Exchange Act; and (ii) the Buyer is not, and has never been, subject to any requirement to register any class of its equity securities pursuant to Section 12(g) of the U.S. Exchange Act, and is not an investment company registered or required to be registered under the Investment Company Act of 1940 of the United States of America.

 

(ii) Taxes. 

 

(i) Other than as disclosed in Section 4.01(ii) of the Buyer Disclosure Letter, all material Tax Returns required by applicable Laws to be filed with any Governmental Entity by, or on behalf of, the Buyer or any of its Subsidiaries have been filed when due in accordance with applicable Laws (taking into account any applicable extensions), and all such material Tax Returns are complete and correct in all material respects.

 

(ii) The Buyer and each of its Subsidiaries has paid, or has had paid on its behalf, or has collected, withheld and remitted to the appropriate Governmental Entity all material Taxes due and payable by them on a timely basis, other than those Taxes being contested in good faith and in respect of which reserves have been provided in the most recently published consolidated financial statements of the Buyer. The Buyer and its Subsidiaries have provided adequate accruals in accordance with GAAP in the most recently published consolidated financial statements of the Buyer for any Taxes of the Buyer and each of its Subsidiaries for the period covered by such financial statements that have not been paid whether or not shown as being due in any Tax Returns. Since the date of publication of the most recent consolidated financial statements of the Buyer, no material liability in respect of Taxes not reflected in such financial statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the ordinary course of business.

 

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(iii) No material deficiencies, litigation, proposed adjustments or other matters in controversy exist or have been asserted with respect to Taxes of the Buyer or any of its Subsidiaries and neither the Buyer nor any of its Subsidiaries is a party to any action or proceeding for assessment or collection of Taxes and no such event has been asserted or, to the knowledge of the Buyer, threatened against the Buyer or any of its Subsidiaries or any of their respective assets.

 

(iv) There are no currently effective material elections, agreements or waivers extending the statutory period or providing for any extension of time with respect to the assessment or reassessment of any material Taxes, or of the filing of any material Tax Return or any payment of material Taxes, by the Buyer or any of its Subsidiaries.

 

(v) The Buyer and each of its Subsidiaries has made available to the Buyer true, correct and complete copies of all Tax Returns for which applicable statutory periods of limitations have not expired.

 

(jj) Related Party Transactions. Other than as disclosed in Section 4.01(jj) of the Buyer Disclosure Letter, neither the Buyer nor any of its Subsidiaries is indebted to any director, officer, employee or agent of, or independent contractor to, the Buyer or any of its Subsidiaries or any of their respective affiliates or associates (except for amounts due in the ordinary course of business as salaries, bonuses, directors’ fees or the reimbursement of ordinary course expenses), nor any shareholder who beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the Buyer’s common shares or securities exchangeable for more than 10% of any class of securities of the Buyer, and there are no contracts (other than employment arrangements) with, or advances, loans, guarantees, liabilities or other obligations to, on behalf or for the benefit of, any shareholder, officer or director of the Buyer or any of its Subsidiaries, or any of their respective affiliates or associates.

 

(kk) Money Laundering Laws. The operations of the Buyer and its Subsidiaries are and have been conducted at all times in material compliance with applicable Money Laundering Laws and no action, suit or proceeding by or before any regulatory authority involving the Buyer or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Buyer, threatened.

 

(ll) Anti-Bribery Laws. None of the Buyer or any of its subsidiaries nor, to the knowledge of the Buyer, any director, officer, agent, employee, affiliate or any other person acting on behalf of the Buyer, or any of its subsidiaries has: (i) violated or is in violation of any provision of the CFPOA; (ii) taken any unlawful action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “foreign public official” (as such term is defined in the CFPOA); (iii) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; and the Buyer and its affiliates have instituted and maintain and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with applicable anti-corruption laws and with the representation and warranty contained herein.

 

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(mm) Finder’s Fee. Except for the engagement letter between the Buyer and the Buyer Financial Advisor and the fees payable under or in connection with such engagement, no investment banker, broker, finder, financial advisor, or other intermediary has been retained by or is authorized to act on behalf of the Buyer or any of its Subsidiaries, or any of their respective officers, directors or employees, or is entitled to any fee, commission or other payment from the Buyer or any of its Subsidiaries, or any of their respective directors, officers or employees, in connection with this Agreement. A true and correct copy of the engagement letter between the Buyer and the Buyer Financial Advisor has been provided to the Company and the Buyer has made true and complete disclosure to the Company of all fees, commissions or other payments that may be incurred pursuant to the engagement of the Buyer Financial Advisor or that may otherwise be payable to the Buyer Financial Advisor.

 

(nn) Restrictions on Business Activities. There is no agreement, judgment, injunction, order or decree binding upon the Buyer or any of its Subsidiaries that has or would reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of the Buyer or its Subsidiaries or the conduct of business by the Buyer or any of its Subsidiaries as currently conducted other than such agreements, judgments, injunctions orders or decrees as would not be reasonably expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.

 

(oo) Sufficient Funds. The Buyer has sufficient immediately available funds (through existing credit arrangements or otherwise) to pay when due the aggregate of all of its fees and expenses related to the transactions contemplated by this Agreement, including, without limitation, the Buyer Termination Payment.

 

(pp) Material Facts not Withheld. The Buyer has not withheld and will not withhold from the Company prior to the Closing Time, any material facts relating to the Company or its Subsidiaries.

 

Section 4.02 Survival of Representations and Warranties.

 

The representations and warranties of the Buyer contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

 

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ARTICLE V
COVENANTS

 

Section 5.01 Conduct of Business of the Company.

 

The Company covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms, unless otherwise: (i) agreed to in writing by the Buyer (such agreement not be unreasonably withheld, conditioned or delayed); (ii) required or expressly permitted or specifically contemplated by this Agreement; (iii) required by applicable Law; or (iv) as contemplated by Section 5.01 of the Company Disclosure Letter:

 

(a) the business of the Company and its Subsidiaries shall be conducted only in, in all material respects, and the Company and its Subsidiaries shall not take any action except in, the ordinary course of business, and the Company shall use all commercially reasonable efforts to maintain and preserve its and their business organization, assets, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which the Company or any of its Subsidiaries has material business relationships, unless such would not result in a Company Material Adverse Effect.

 

(b) the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

 

(i) amend its notice of articles, articles or other constating documents or, in the case of any Subsidiary which is not a corporation, its similar organizational documents;

 

(ii) split, combine or reclassify any shares or other securities of the Company or of any Subsidiary or declare, set aside or pay any dividends or make any other distributions;

 

(iii) amend the terms of any outstanding securities;

 

(iv) redeem, repurchase or otherwise acquire or offer to redeem, repurchase or otherwise acquire any outstanding shares or other securities of the Company or any of its Subsidiaries;

 

(v) issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of, any shares or other securities, or any options, warrants or similar rights exercisable or exchangeable for or convertible into shares or other securities, of the Company or any of its Subsidiaries, except for: (A) the issuance of Company Shares issuable upon the exercise of the currently outstanding securities specified in Section 3.01(k)(ii) and Section 3.01(k)(iii) of the Company Disclosure Letter and as otherwise specified therein; (B) the issue or grant of any shares or other securities, or any options, warrants or similar rights exercisable or exchangeable for or convertible into shares or other securities, of the Company that have an aggregate issue, exercise or conversion price of no more than $200,000, at an individual issue, exercise or conversion price of no less than the five day VWAP of the Company Shares ending on the trading day immediately prior to the day on which the entering into of this Agreement by the Parties is publicly announced; and (C) the issuance of securities of the Company pursuant to the Financing;

 

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(vi) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any assets, securities, properties, interests or business having a cost, on a per transaction or series of related transactions basis, other than: (A) acquisitions of supplies, equipment and inventory in the ordinary course of business consistent with past practice; and (B) as disclosed in Section 3.01(z) of the Company Disclosure Letter;

 

(vii) other than as disclosed in Section 5.01 of the Company Disclosure Letter, sell, lease or otherwise transfer, directly or indirectly, in one transaction or in a series of related transactions, any assets of the Company or of any of its Subsidiaries or any interest in any assets of the Company or any of its Subsidiaries having a value greater than $200,000 in the aggregate, other than the sale, lease or disposition or other transfer of inventories or other assets in the ordinary course of business consistent with past practice;

 

(viii) other than as disclosed in Section 5.01 of the Company Disclosure Letter, and other than in the ordinary course or to ensure the maintenance of the Company’s current level and standard operations, make any capital expenditure or commitment to do so which individually or in the aggregate exceeds $200,000;

 

(ix) reorganize, amalgamate or merge the Company or any Subsidiary;

 

(x) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company or any Subsidiary;

 

(xi) make any material Tax election, information schedule, return or designation, settle or compromise any material Tax claim, assessment, reassessment or liability, file any materially amended Tax return, file any notice of appeal or otherwise initiate any action with respect to Taxes, enter into any material agreement with a Governmental Entity with respect to Taxes, surrender any right to claim a material Tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension, or waiver of a limitation period applicable to any material tax matter or materially amend or change any of its methods of reporting income, deductions or accounting for income Tax purposes except as may be required by applicable Law;

 

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(xii) prepay any indebtedness before its scheduled maturity, other than repayments of indebtedness in the ordinary course of business consistent with past practice under the Company’s or any Subsidiary’s existing credit facilities; provided that, no material breakage or other costs or penalties are payable in connection with any such prepayment;

 

(xiii) other than as disclosed in Section 5.01 of the Company Disclosure Letter, create, incur, assume or otherwise become liable, in one transaction or in a series of related transactions, with respect to any indebtedness for borrowed moneys or guarantees thereof in an amount, on a per transaction or series of related transactions basis, in excess of $25,000;

 

(xiv) make any loan or advance to, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of any Person (other than in respect of a liability of a wholly-owned Subsidiary that is not restricted hereunder from incurring that liability or obligation);

 

(xv) make any material change in the Company’s accounting principles, except as required by concurrent changes in GAAP or pursuant to written instructions, comments or orders of a Securities Authority;

 

(xvi) grant to any employee any increase in compensation in any form, except in the ordinary course of business consistent with past practice;

 

(xvii) increase any severance, change of control or termination pay to (or amend any existing Contract in this regard from that in effect on the date hereof) with any officer or director of the Company or any of its Subsidiaries or increase the benefits payable under any existing severance or termination pay policies with any officer or director of the Company or any of its Subsidiaries;

 

(xviii) waive, release, surrender, abandon, let lapse, grant or transfer any material right or amend, modify or change, or agree to amend, modify or change, any existing material Authorization, right to use, lease or contract other than in the ordinary course, or as required by applicable Law;

 

(xix) enter into or amend any employment, deferred compensation or similar Contract (or amend any such existing Contract) with any officer or director of the Company or any of its Subsidiaries;

 

(xx) adopt any new Employee Plan or amend or modify, in any material way, any existing Employee Plan;

 

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(xxi) except as set out in Section 5.01 of the Company Disclosure Letter, commence, waive, release, assign, settle or compromise any litigation, proceedings or governmental investigations in excess of an amount of $50,000 individually or $100,000 in aggregate or which would reasonably be expected to impede, prevent or delay the consummation of the transactions contemplated by this Agreement;

 

(xxii) other than as required by applicable Law or contemplated hereunder, amend or modify in any material respect or terminate or waive any material right under any Material Contract or enter into any contract or agreement that would be a Material Contract if in effect on the date hereof, except where it would not have a Company Material Adverse Effect;

 

(xxiii) except as contemplated in Section 5.06(b) and Section 5.01 of the Company Disclosure Letter, amend, modify, terminate, cancel or let lapse any material insurance (or re-insurance) policy of the Company or any Subsidiary in effect on the date of this Agreement, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums are in full force and effect;

 

(xxiv) enter into or amend any Contract with any broker, finder or investment banker; or

 

(xxv) authorize, agree, resolve or otherwise commit to do any of the foregoing.

 

Section 5.02 Conduct of Business of the Buyer.

 

The Buyer covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms, unless otherwise: (i) agreed to in writing by the Company (such agreement not to be unreasonably withheld, conditioned or delayed); (ii) required or expressly permitted or specifically contemplated by this Agreement; (iii) required by applicable Law; or (iv) as contemplated by Section 5.02 of the Buyer Disclosure Letter:

 

(a) the business of the Buyer and its Subsidiaries shall be conducted only in, in all material respects, and the Buyer and its Subsidiaries shall not take any action except in, the ordinary course of business, and the Buyer shall use all commercially reasonable efforts to maintain and preserve its and their business organization, assets, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which the Buyer or any of its Subsidiaries has material business relationships, unless such would not result in a Buyer Material Adverse Effect.

 

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(b) the Buyer shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

 

(i) amend its notice of articles, articles or other constating documents or, in the case of any Subsidiary which is not a corporation, its similar organizational documents;

 

(ii) split, combine or reclassify any shares or other securities of the Buyer or of any Subsidiary or declare, set aside or pay any dividends or make any other distributions;

 

(iii) amend the terms of any outstanding securities;

 

(iv) redeem, repurchase or otherwise acquire or offer to redeem, repurchase or otherwise acquire any outstanding shares or other securities of the Buyer or any of its Subsidiaries;

 

(v) issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of, any shares or other securities, or any options, warrants or similar rights exercisable or exchangeable for or convertible into shares or other securities, of the Buyer or any of its Subsidiaries, except for: (A) the issuance of Buyer Shares issuable upon the exercise of the currently outstanding securities; (B) the issue or grant of any shares or other securities, or any options, warrants or similar rights exercisable or exchangeable for or convertible into shares or other securities, of the Buyer that have an aggregate issue, exercise or conversion price of no more than $1,000,000 at an individual issue, exercise or conversion price of no less than the five day VWAP of the Buyer Shares ending on the trading day immediately prior to the day on which the entering into of this Agreement by the Parties is publicly announced; and (C) the issuance of securities of the Buyer pursuant to the Financing;

 

(vi) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any assets, securities, properties, interests or business having a cost, on a per transaction or series of related transactions basis, in excess of $2,000,000 for all such transactions (provided that the Buyer shall also comply with Section 5.02(b)(xiii) in respect of such transaction or transactions), other than acquisitions of supplies, equipment and inventory in the ordinary course of business consistent with past practice;

 

(vii) sell, lease or otherwise transfer, directly or indirectly, in one transaction or in a series of related transactions, any assets of the Buyer or of any of its Subsidiaries or any interest in any assets of the Buyer or any of its Subsidiaries having a value greater than $200,000 in the aggregate, other than the sale, lease or disposition or other transfer of inventories or other assets in the ordinary course of business consistent with past practice;

 

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(viii) other than in the ordinary course or to ensure the maintenance of the Buyer’s current level and standard of operations, make any capital expenditure or commitment to do so which individually or in the aggregate exceeds $200,000;

 

(ix) reorganize, amalgamate or merge the Buyer or any Subsidiary;

 

(x) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Buyer or any Subsidiary;

 

(xi) make any material Tax election, information schedule, return or designation, settle or compromise any material Tax claim, assessment, reassessment of liability, file any materially amended Tax return, file any notice of appeal or otherwise initiate any action with respect to Taxes, enter into any material agreement with a Governmental Entity with respect to Taxes, surrender any right to claim a material Tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension, or waiver of a limitation period applicable to any material Tax matter or materially amend or change any of its methods of reporting income, deductions or accounting for income Tax purposes except as may be required by applicable Law;

 

(xii) prepay any indebtedness before its scheduled maturity, other than repayments of indebtedness in the ordinary course of business consistent with past practice under the Buyer’s or any Subsidiary’s existing credit facilities; provided that, no material breakage or other costs or penalties are payable in connection with any such prepayment;

 

(xiii) create, incur, assume or otherwise become liable, in one transaction or in a series of related transactions, with respect to any indebtedness for borrowed moneys or guarantees thereof in an amount, on a per transaction or series of related transactions basis, in excess of $25,000;

 

(xiv) make any loan or advance to, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of any Person (other than in respect of a liability of a wholly-owned Subsidiary that is not restricted hereunder from incurring that liability or obligation);

 

(xv) make any material change in the Buyer’s accounting principles, except as required by concurrent changes in GAAP or pursuant to written instructions, comments or orders of a Securities Authority;

 

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(xvi) grant to any employee any increase in compensation in any form, except in the ordinary course of business consistent with past practice;

 

(xvii) increase any severance, change of control or termination pay to (or amend any existing Contract in this regard from that in effect on the date hereof) with any officer or director of the Buyer or any of its Subsidiaries or increase the benefits payable under any existing severance or termination pay policies with any officer or director of the Buyer or any of its Subsidiaries;

 

(xviii) waive, release, surrender, abandon, let lapse, grant or transfer any material right or amend, modify or change, or agree to amend, modify or change, any existing material Authorization, right to use, lease or contract other than in the ordinary course, or as required by applicable Law;

 

(xix) enter into or amend any employment, deferred compensation or similar Contract (or amend any such existing Contract) with any officer or director of the Buyer or any of its Subsidiaries;

 

(xx) adopt any new Employee Plan or amend or modify, in any material way, any existing Employee Plan;

 

(xxi) commence, waive, release, assign, settle or compromise any litigation, proceedings or governmental investigations in excess of an amount of $50,000 individually or $100,000 in aggregate or which would reasonably be expected to impede, prevent or delay the consummation of the transactions contemplated by this Agreement;

 

(xxii) other than as required by applicable Law or contemplated hereunder, amend or modify in any material respect or terminate or waive any material right under any Material Contract or enter into any contract or agreement that would be a Material Contract if in effect on the date hereof, except where it would not have a Buyer Material Adverse Effect;

 

(xxiii) amend, modify, terminate, cancel or let lapse any material insurance (or re-insurance) policy of the Buyer or any Subsidiary in effect on the date of this Agreement, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums are in full force and effect;

 

(xxiv) enter into or amend any Contract with any broker, finder or investment banker; or

 

(xxv) authorize, agree, resolve or otherwise commit to do any of the foregoing.

 

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Section 5.03 Covenants Relating to the Arrangement. 

 

(a) Each of the Company and the Buyer shall use its reasonable commercial efforts to take, or cause to be taken, all actions and to do or cause to be done all things required or advisable under applicable Law to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement, including:

 

(i) using reasonable commercial efforts to satisfy, or cause the satisfaction of, all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by applicable Law with respect to this Agreement or the Arrangement;

 

(ii) using reasonable commercial efforts to obtain, as soon as practicable following the execution of this Agreement, and maintain all third-party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are: (A) necessary to be obtained under the Material Contracts in connection with the Arrangement or this Agreement; or (B) required in order to maintain the Material Contracts in full force and effect following the completion of the Arrangement, in each case, on terms that are satisfactory to the Buyer, acting reasonably, and, other than as set forth in the Material Contracts, without paying, and without committing itself or the other Party to pay, any consideration or incur any additional liability or obligation without the prior written consent of the other Party, acting reasonably;

 

(iii) using reasonable commercial efforts to oppose, lift or rescind any injunction, restraining or other order, decree, judgment or ruling seeking to restrain, enjoin or otherwise prohibit or delay or otherwise adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement;

 

(iv) using reasonable commercial efforts to continue to maintain its status as a “reporting issuer” (or similar designated entity) not in default under Securities Laws in force in all provides of Canada where it is a reporting issuer as of the date hereof; and

 

(v) not taking any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by this Agreement.

 

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(b) The Company shall promptly notify the Buyer in writing of:

 

(i) any Company Material Adverse Effect;

 

(ii) any notice or other written communication from any Person: (A) alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement or this Agreement; or (B) to the effect that such Person is terminating or otherwise materially adversely modifying its relationship with the Company or any of its Subsidiaries as a result of the Arrangement or this Agreement; or

 

(iii) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Company or any of its Subsidiaries that relate to the Arrangement or this Agreement.

 

(c) The Buyer shall promptly notify the Company in writing of:

 

(i) any Buyer Material Adverse Effect;

 

(ii) any notice or other written communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement or this Agreement; or

 

(iii) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Buyer or any of its Subsidiaries that relate to the Arrangement or this Agreement.

 

Section 5.04 Covenants Related to Regulatory Approvals.

 

Each Party, as applicable to that Party, covenants and agrees with respect to obtaining all Regulatory Approvals that, subject to the terms and conditions of this Agreement, until the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms:

 

(a) each Party shall use its reasonable commercial efforts to obtain all Regulatory Approvals and co-operate with the other Party in connection with all Regulatory Approvals sought by the other Party and shall use its reasonable commercial efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities relating to the Arrangement or this Agreement;

 

(b) each Party shall use reasonable commercial efforts to respond promptly to any request or notice from any Governmental Entity requiring that Party to supply additional information that is relevant to the review of the transactions contemplated by this Agreement in respect of obtaining or concluding the Regulatory Approvals sought by either Party and each Party shall co-operate with the other Party and shall furnish to the other Party such information and assistance as a Party may reasonably request in connection with preparing any submission or responding to such notice from a Governmental Entity;

 

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(c) each Party shall permit the other Party an opportunity to review in advance any proposed substantive applications, notices, filings, submissions, undertakings, correspondence and communications (including responses to requests for information and inquiries from any Governmental Entity) in respect of obtaining or concluding the Regulatory Approvals and shall provide the other Party with a reasonable opportunity to comment thereon and agree to consider those comments in good faith and each Party shall provide the other Party with any substantive applications, notices, filings, submissions, undertakings or other substantive correspondence provided to a Governmental Entity or any substantive communications received from a Governmental Entity, in respect of obtaining or concluding the Regulatory Approvals;

 

(d) each Party shall keep the other Party reasonably informed on a timely basis of the status of discussions relating to obtaining or concluding the Regulatory Approvals sought by each such Party and, for greater certainty, no Party shall participate in any substantive meeting (whether in person, by telephone or otherwise) with a Governmental Entity in respect of obtaining or concluding the required Regulatory Approvals unless it advises the other Party in advance and gives such other Party an opportunity to attend; and

 

(e) prior to the Effective Date, the Parties shall jointly apply to list certain post-Arrangement securities of the Buyer, consisting of the Consideration Shares, the Buyer Shares and those Company Warrants and Company Debentures that are currently listed on the TSXV and which shall become binding obligations of the Buyer following completion of the Arrangement, on the TSXV, and shall use their reasonable commercial efforts to obtain approval, subject to customary conditions, for the listing of such securities on the TSXV.

 

Section 5.05 Access to Information.

 

(a) From the date hereof until the earlier of the Effective Time and the termination of this, subject to Law, each Party shall, and shall cause its Subsidiaries to: (i) give the other Party and its representatives upon reasonable written notice, reasonable access during normal business hours to their: (A) premises; (B) property and assets (including all books and records, whether retained internally or otherwise); (C) Contracts; and (D) senior personnel, so long as the access does not unduly interfere with the ordinary course conduct of the business of such other Party or its Subsidiaries; and (ii) give the other Party information concerning its business, properties and personnel as the other Party may reasonably request, which information shall remain subject to the Confidentiality Agreement, in order to permit the Parties to be in a position to expeditiously and efficiently integrate the business and operations of the Parties immediately upon but not prior to the Effective Date. Without limitation, each Party agrees to keep the other Party fully apprised in a timely manner of every circumstance, action, occurrence or event occurring or arising after the date hereof that would be relevant and material to a prudent operator of the business and operations of such Party.

 

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(b) Investigations made by or on behalf of a Party, whether under this Section 5.05 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the other Party in this Agreement.

 

(c) Notwithstanding this Section 5.05 or any other provision of this Agreement, a Party shall not be obligated to provide access to, or to disclose, any information to another Party if such first Party reasonably determines that such access or disclosure would jeopardize any privilege claim by such first Party or any of its Subsidiaries or interfere unreasonably with the conduct of the business of the first Party and its Subsidiaries or require any action by the first Party outside of normal business hours.

 

(d) The Parties acknowledge that the Confidentiality Agreement continues to apply and that any information provided under this Section 5.05 that is non-public and/or proprietary in nature shall be subject to the terms of the Confidentiality Agreement. If this Agreement is terminated in accordance with its terms, the obligations under the Confidentiality Agreement shall survive the termination of this Agreement.

 

Section 5.06 Indemnification and Insurance.

 

(a) The Buyer shall, from and after the Effective Time, honour all rights to indemnification or exculpation now existing in favour of present and former officers and directors of the Company and its Subsidiaries and acknowledges that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Effective Date.

 

(b) Prior to the Effective Date, the Company shall purchase customary “tail” or “run-off” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate than the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Time; provided that, the Buyer shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date. The Buyer acknowledges and agrees that if the Company’s current directors’ and officers’ liability insurance policies maintained by the Company and its Subsidiaries expire after the date of this Agreement, but prior to the Effective Date, the Company shall be permitted to enter into new directors’ and officers’ liability insurance policies with either the same insurer or a different insurer that are similar in scope and coverage to those policies currently maintained by the Company and in effect as of the date of this Agreement, provided that it is understood that reasonable substitutes shall be permitted to the extent that such scope and coverage is no longer available.

 

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(c) If the Buyer, the Company or any of its Subsidiaries, or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any Person, the Buyer shall ensure that any such successor or assign (including, as applicable, any acquiror of substantially all of the properties and assets of the Company and its Subsidiaries) assumes all of the obligations set forth in this Section 5.06.

 

(d) The Buyer shall act as agent and trustee of the benefits of the foregoing for the current and former directors and officers of the Company for the purpose of Section 5.06(a). This Section 5.06 shall survive the execution and delivery of this Agreement and the completion of the Arrangement and shall be enforceable against the Buyer by the Persons described in Section 5.06(a).

 

ARTICLE VI
CONDITIONS

 

Section 6.01 Mutual Conditions.

 

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Parties:

 

(a) the Interim Order shall have been granted on terms consistent with this Agreement and the Interim Order shall not have been set aside or modified in a manner unacceptable to either Party, acting reasonably, on appeal or otherwise;

 

(b) the Arrangement Resolution shall have been approved and adopted by the Company Shareholders at the Company Meeting in accordance with the Interim Order;

 

(c) the Final Order shall have been granted on terms consistent with this Agreement and the Final Order shall not have been set aside or modified in a manner unacceptable to either Party, acting reasonably, on appeal or otherwise;

 

(d) the issuance of the Consideration Shares will be exempt from the registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption;

 

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(e) the necessary approvals of the CSE and TSXV, if any, will have been obtained;

 

(f) the Consideration Shares to be issued upon completion of the Arrangement and the Buyer Shares to be issued upon the exercise from time to time of the Company Options, Company Warrants, Company RSUs and upon the conversion from time to time of the Company Debentures shall, if required by the TSXV and subject only to the satisfaction of customary conditions required by the TSXV, have been approved for listing on the TSXV, as of the Effective Date and the TSXV, shall have, if required, accepted notice for filing of all transactions of the Parties contemplated herein or necessary to complete the Arrangement, subject only to compliance with the customary requirements of the TSXV;

 

(g) all Regulatory Approvals and all third Person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, in each case, the failure of which to obtain or the non-expiry of which would, or could reasonably be expected to have, a Company Material Adverse Effect or Buyer Material Adverse Effect, as the case may be, or materially impede the completion of the Arrangement, shall have been obtained or received;

 

(h) no Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent), in any case which is in effect and which prevents, prohibits or makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Buyer from consummating the Arrangement or any of the other transactions contemplated in this Agreement;

 

(i) the Company shall have entered into a supplemental indenture governing the Company Debentures with the debenture trustee; and

 

(j) the TSXV shall have conditionally approved the listing of certain post-Arrangement securities of the Buyer, consisting of the Consideration Shares, the Buyer Shares and those Company Warrants and Company Debentures that are currently listed on the TSXV and which shall become binding obligations of the Buyer following completion of the Arrangement, on the TSXV, subject to completion of the Arrangement and completion of the customary listing requirements of the TSXV.

 

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Section 6.02 Additional Conditions to the Obligations of the Buyer.

 

The Buyer is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Buyer and may only be waived, in whole or in part, by the Buyer in its sole discretion:

 

(a) the representations and warranties made by the Company in this Agreement shall be true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Company Material Adverse Effect (and, for this purpose, any reference to “material”, “Company Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored) and the Company shall have provided to the Buyer a certificate of two senior officers of the Company certifying the foregoing and dated the Effective Date;

 

(b) the Company shall have fulfilled or complied in all material respects with its covenants contained in this Agreement to be fulfilled or complied with by it on or before the Effective Time, except where the failure to fulfill or comply with such covenants would not, individually or in the aggregate, materially impede completion of the Arrangement, and the Company shall have provided to the Buyer a certificate of two senior officers of the Company certifying the foregoing dated the Effective Date;

 

(c) there is no action or proceeding (whether, for greater certainty, by a Governmental Entity or any other Person) pending or threatened in any jurisdiction to:

 

(i) cease trade, enjoin or prohibit or impose any limitations, damages or conditions on the Buyer’s ability to acquire, hold or exercise full rights of ownership over, any Company Shares, including the right to vote the Company Shares;

 

(ii) impose terms or conditions on the completion of the Arrangement or on the ownership or operation by the Buyer of the business or assets of the Buyer, the Company and their respective Subsidiaries, affiliates and related entities;

 

(iii) seek to obtain from the Company or the Buyer any material damages directly or indirectly in connection with the Arrangement or the transactions contemplated by this Agreement; or

 

(iv) prevent or materially delay the consummation of the Arrangement;

 

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(d) since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public), a Company Material Adverse Effect;

 

(e) the Company and its Subsidiaries shall have received resignations and mutual releases from each director and officer of Company and its Subsidiaries, effective as of the Effective Date, against receipt by such Persons of commercially reasonable releases from the Company and its Subsidiaries and, in both cases, acceptable to the Buyer, acting reasonably, and other than as disclosed in Section 3.01(gg) of the Company Disclosure Letter, no change of control or similar payments to directors or officers shall become owing by the Company or the Buyer as a result of the completion of the Arrangement;

 

(f) the Buyer and the Locked-Up Shareholders shall have entered into the Lock-Up Agreements, which shall not have been terminated in accordance with their respective terms;

 

(g) the Buyer and the Supporting Shareholders shall have entered into the Support and Voting Agreements, which shall not have been terminated in accordance with their respective terms;

 

(h) the Company Debenture Agreements shall be valid, in force and binding on all parties and in full force and effect at the Effective Time. The Company Debenture Agreements shall not have been terminated. The holders of Company Debentures shall not have exercised any recourse or remedies available under the Company Debentures; and

 

(i) holders of no more than 5% of all of the issued and outstanding Company Shares shall have validly exercised Dissent Rights (and shall not have withdrawn such rights) in respect of the Arrangement.

 

Section 6.03 Additional Conditions to the Obligations of the Company.

 

The Company is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion:

 

(a) the representations and warranties made by the Buyer in this Agreement shall be true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Buyer Material Adverse Effect (and, for this purpose, any reference to “material”, “Buyer Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored) and the Buyer shall have provided to the Company a certificate of two senior officers of the Buyer certifying the foregoing dated the Effective Date;

 

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(b) the Buyer shall have fulfilled or complied in all material respects with its covenants contained in this Agreement to be fulfilled or complied with by it on or before the Effective Time, except where the failure to fulfill or comply with such covenants would not, individually or in the aggregate, materially impede completion of the Arrangement, and the Buyer shall have provided to the Company a certificate of two senior officers of the Buyer certifying the foregoing dated the Effective Date;

 

(c) there is no action or proceeding (whether, for greater certainty, by a Governmental Entity or any other Person) pending or threatened in any jurisdiction to:

 

(i) cease trade, enjoin, prohibit, or impose any limitations, damages or conditions on the Buyer’s ability to issue the Consideration Shares or the Buyer Shares to be issued upon the exercise from time to time of the Company Options, the Company Warrants, the Company RSUs and upon the conversion from time to time of the Company Debentures;

 

(ii) impose terms or conditions on the completion of the Arrangement or on the ownership or operation by the Company of the business or assets of the Company, the Buyer and their respective Subsidiaries, affiliates and related entities;

 

(iii) seek to obtain from the Company or the Buyer any material damages directly or indirectly in connection with the Arrangement or the transactions contemplated by this Agreement; or

 

(iv) prevent or materially delay the consummation of the Arrangement.

 

(d) the distribution of the Consideration Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of exemptions under applicable Securities Laws and shall not be subject to resale restrictions under applicable Securities Laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 – Resale of Securities);

 

(e) the Buyer and the Locked-Up Shareholders shall have entered into the Lock-Up Agreements, which shall not have been terminated in accordance with their respective terms;

 

(f) the Buyer shall have complied with its obligations under Section 2.10 and the Depositary shall have confirmed receipt of the Consideration Shares;

 

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(g) since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public), a Buyer Material Adverse Effect;

 

(h) the Buyer and or the Company shall have paid all severance, change of control or similar payments or obligations, either pursuant to contract or applicable Law, owing to: (i) Mark Goliger and Michael Cosic as set forth in the Company Disclosure Letter; and (ii) to such other directors, officers and employees of the Company that have or will be terminated (as mutually agreed upon by the Buyer and the Company); and

 

(i) the Buyer and Raj Grover shall have entered into a support and voting agreement in respect of the election of the Company Nominees to the Buyer Board with a term beginning on the Effective Date and ending upon completion of the Buyer’s next annual general meeting of Buyer Shareholders, which shall not have been terminated in accordance with its terms.

 

Section 6.04 Notice and Cure Provisions.

 

Each Party shall promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be likely to:

 

(a) cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time; or

 

(b) result in the failure, in any material respect, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement.

 

The Buyer and the Company may not elect to exercise their respective right to terminate this Agreement pursuant to Section 8.02 unless the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, inaccuracies of representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition or the availability of a termination right, as the case may be. If any such notice is delivered with respect to a matter that is capable of being cured, provided that a Party is proceeding diligently to cure such matter, no Party may terminate this Agreement until the earlier of: (i) the Outside Date; and (ii) the date that is five (5) Business Days from the date of receipt of such notice, if such matter has not been cured by such date. If such notice has been delivered prior to the date of the Company Meeting, the Company shall postpone or adjourn the Company Meeting until the expiry of such period (without causing a breach of any other provisions contained herein).

 

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Section 6.05 Merger of Conditions.

 

Subject to applicable Law, the conditions set out in Section 6.01, Section 6.02 and Section 6.03 shall be conclusively deemed to have been satisfied, waived or released upon the Effective Date.

 

ARTICLE VII
NON-SOLICITATION AND TERMINATION PAYMENTS

 

Section 7.01 Company Covenant Regarding Non-Solicitation.

 

(a) Except as expressly provided in Section 7.01(e), Section 7.01(g) and Section 7.02 below, the Company shall not, directly or indirectly, through any officer, director, employee, representative, advisor or agent of the Company or any of its Subsidiaries (collectively, for the purpose of Section 7.01 and Section 7.02, the “Representatives”, which, for further clarity, does not include the Company Shareholders), or otherwise and shall not permit or authorize any such Person to do so on its behalf:

 

(i) solicit, initiate, knowingly facilitate, encourage or promote (including by way of furnishing information, knowingly permitting any visit to facilities or properties of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding (other than a confidentiality agreement permitted by and in accordance with Section 7.01(e)(ii)) any inquiries, proposals, expressions of interest or offers regarding, constituting or that may reasonably be expected to constitute or lead to a Company Acquisition Proposal;

 

(ii) participate, directly or indirectly, in any discussions or negotiations regarding, or furnish to any Person any information in connection with or otherwise cooperate with, assist or participate in, any effort or attempt to make any Company Acquisition Proposal or inquiries, proposals, expressions of interest or offers that may reasonably be expected to constitute or lead to a Company Acquisition Proposal;

 

(iii) make, or propose publicly to make, a Company Change in Recommendation; or

 

(iv) accept, enter into, or propose publicly to accept or enter into, any letter of intent, agreement, understanding or arrangement related to any Company Acquisition Proposal or that may reasonably be expected to constitute or lead to a Company Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 7.01(e)(ii)).

 

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(b) The Company shall, and shall cause its Subsidiaries and the Representatives to, immediately terminate and cease any discussions or negotiations with any parties (other the Buyer and its Representatives) with respect to any proposal that constitutes, or may reasonably be expected to constitute, or lead to a Company Acquisition Proposal and, in connection therewith, the Company shall and shall cause its Subsidiaries and the Representatives to:

 

(i) discontinue or not allow access to any of the Company’s or its Subsidiaries’ confidential information to any third party in connection with any inquiries, proposals, expressions of interest or offers constituting or that may reasonably be expected to constitute or lead to a Company Acquisition Proposal; and

 

(ii) promptly request the return or destruction of all information provided to any third party that has entered into a confidentiality agreement with the Company or any of its Subsidiaries relating to a Company Acquisition Proposal, or that may reasonably be expected to constitute or lead to a Company Acquisition Proposal, to the extent that such information has not previously been returned or destroyed, and shall use all commercially reasonable efforts to ensure that such requests are honoured.

 

(c) The Company represents and warrants that the Company has not, in the year prior to the date hereof, waived any confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party. The Company covenants and agrees that the Company shall take all necessary action to enforce each such confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant. The Company further covenants and agrees not to and shall cause its Subsidiaries and the Representatives not to release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations under any confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party without the prior written consent of the Buyer (which may be withheld or delayed in the Buyer’s sole and absolute discretion); provided, however, that the Parties acknowledge and agree that the automatic termination or release of any such agreement, restriction or covenant in accordance with its terms shall not be a violation of this Section 7.01(c).

 

(d) If the Company or any of its Subsidiaries or any of its Representatives, receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to a Company Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any of its Subsidiaries in connection with a Company Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company or any of its Subsidiaries, the Company shall:

 

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(i) promptly notify the Buyer, at first orally, and then as soon as practicable and in any event within 24 hours in writing, of such Company Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, and the identity of all Persons making the Company Acquisition Proposal, inquiry, proposal, offer or request;

 

(ii) provide the Buyer with copies of all written documents, material or substantive correspondence or other material received in respect of, from or on behalf of any such Persons;

 

(iii) keep the Buyer fully informed on a current basis of the status of developments and, to the extent permitted by Section 7.01(e), negotiations with respect to such Company Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Company Acquisition Proposal, inquiry, proposal, offer or request; and

 

(iv) provide to the Buyer copies of all material or substantive correspondence if in writing or electronic form and, if not in writing or electronic form, a description of the material terms of such correspondence communicated to the Company by or on behalf of any Person making any such Company Acquisition Proposal, inquiry, proposal, offer or request.

 

(e) Notwithstanding Section 7.01(a), if at any time prior to obtaining the approval by the Company Shareholders of the Arrangement Resolution, the Company receives an unsolicited bona fide Company Acquisition Proposal, the Company may:

 

(i) contact the Person making the Company Acquisition Proposal and its representatives solely for the purpose of clarifying the terms and conditions of such Company Acquisition Proposal; and

 

(ii) engage in or participate in discussions or negotiations with such Person regarding such Company Acquisition Proposal, and subject to entering into a confidentiality and standstill agreement with such Person (unless such Person is already a party to a confidentiality and standstill agreement with the Company) and is otherwise on terms that are no less favourable to the Company than those found in the Confidentiality Agreement, and any such copies, access or disclosure provided to such Person already having been (or simultaneously being) provided to the Buyer, may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Company or its Subsidiaries for a maximum of ten (10) Business Days after the day on which access or disclosure is first afforded to the Person making the Company Acquisition Proposal, if and only if, in the case of this Section 7.01(e)(ii):

 

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(A) the Company Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Company Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Company Superior Proposal, and, after consultation with its outside legal counsel, that the failure to engage in such discussions or negotiations or to provide such access or disclosure would be inconsistent with its fiduciary duties;

 

(B) such Person was not restricted from making such Company Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar agreement, restriction or covenant with the Company or any of its Subsidiaries;

 

(C) the Company has been, and continues to be, in compliance with its obligations under Section 7.01 and Section 7.02; and

 

(D) the Company promptly provides the Buyer with:

 

(1) written notice stating the Company’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure and that the Company Board has determined that failure to take such action would be inconsistent with its fiduciary duties; and

 

(2) prior to providing any such copies, access or disclosure to such Person, the Company provides the Buyer with a true, complete and final executed copy of the confidentiality agreement referred to in Section 7.01(e)(ii).

 

(f) The Company shall ensure that its Subsidiaries and the Representatives are aware of the provisions of this Section 7.01, and the Company shall be responsible for any breach of this Section 7.01 by its Subsidiaries or the Representatives.

 

(g) Notwithstanding any of the provisions of this Agreement:

 

(i) the Company Board has the right to respond, within the time and in the manner required by applicable Securities Laws, to any take-over bid made for the Company Shares, that it determines is not a Company Superior Proposal, provided that the Buyer and its outside legal counsel have been provided with a reasonable opportunity to review and comment on any such response and the Company Board shall give reasonable consideration to such comments;

 

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(ii) prior to the Company Meeting, the Company and the Company Board shall not be prohibited from making any disclosure to the Company Shareholders, if:

 

(A) a Buyer Material Adverse Effect has occurred and is continuing; and

 

(B) the Company Board has reasonably determined in good faith after consultation with its outside legal counsel that the failure to do so would be inconsistent with the duties of the members of the Company Board, under applicable Law; and

 

(iii) prior to the Company Meeting, the Company and the Company Board shall not be prohibited from making a Company Change in Recommendation if:

 

(A) a Material Adverse Effect with respect to the Buyer has occurred and is continuing; and

 

(B) the Company Board has reasonably determined in good faith after consultation with its outside legal counsel that the failure to do so would be inconsistent with its fiduciary duties.

 

Section 7.02 Notice of Company Superior Proposal Determination.

 

(a) If the Company receives a Company Acquisition Proposal and the Company Board makes a determination that such Company Acquisition Proposal constitutes a Company Superior Proposal prior to the approval by the Company Shareholders of the Arrangement Resolution, the Company may make a Company Change in Recommendation and enter into a definitive agreement with respect to such Company Acquisition Proposal (other than a confidentiality agreement contemplated by Section 7.01(e)(ii)), if and only if:

 

(i) the Person making the Company Superior Proposal was not restricted from making such Company Superior Proposal pursuant to any existing confidentiality, non-disclosure, standstill, business purpose or other similar agreement, restriction or covenant with the Company or any of the Company Subsidiaries;

 

(ii) the Company has complied with its obligations under Section 7.01;

 

(iii) the Company has provided the Buyer with written notice (a “Company Superior Proposal Notice”) promptly following the Company Board’s determination that the Company Acquisition Proposal constitutes a Company Superior Proposal that:

 

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(A) the Company Acquisition Proposal constitutes a Company Superior Proposal; and

 

(B) the Company intends to enter into an agreement with respect to such Company Superior Proposal;

 

The Company Superior Proposal Notice will set forth the determinations of the Company Board regarding the value and financial terms that the Company Board, in consultation with its financial advisors and outside legal counsel, has determined should be ascribed to any non-cash consideration offered under such Company Superior Proposal;

 

(iv) the Company has delivered to the Buyer a copy of the proposed definitive agreement for the Company Superior Proposal and all supporting materials, including any financing documents supplied to the Company in connection therewith;

 

(v) a period of five (5) Business Days (the “Buyer Match Period”) has elapsed from the date that is the later of the date on which the Buyer received the Company Superior Proposal Notice and the date on which the Buyer received the materials set forth in Section 7.02(a)(iv);

 

(vi) during the Buyer Match Period, the Buyer has had the opportunity, but not the obligation, in accordance with Section 7.02(b), to offer to amend this Agreement and the Arrangement in order for such Company Acquisition Proposal to cease to be a Company Superior Proposal;

 

(vii) after the Buyer Match Period, the Company Board:

 

(A) has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Company Acquisition Proposal continues to constitute a Company Superior Proposal, which determination will consider the terms of the Arrangement as proposed to be amended by the Buyer if the Buyer proposes any amendment in accordance with Section 7.02(b); and

 

(B) has determined in good faith, after consultation with its outside legal counsel and financial advisors, that the failure of the Company Board to recommend that Company enter into a definitive agreement with respect to such Company Superior Proposal would be inconsistent with its fiduciary duties; and

 

(viii) prior to or concurrently with entering into such definitive agreement this Agreement is terminated by the Company under Section 8.02 and the Company pays the Company Termination Payment to the Buyer in accordance with Section 7.05.

 

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(b) During the Buyer Match Period, the Buyer shall have the right, but not the obligation, to propose in writing to amend the terms of this Agreement and the Arrangement. During the Buyer Match Period, the Company shall: (i) review any proposal by the Buyer to amend the terms of this Agreement and the Arrangement in order to determine, in good faith and in a manner consistent with the fiduciary duties of the Company Board, whether the proposed amendment by the Buyer upon acceptance by the Company would result in a Company Acquisition Proposal not being a Company Superior Proposal; and (ii) negotiate with the Buyer in good faith, and in a manner consistent with the fiduciary duties of the Company Board, to make such amendments to the terms of this Agreement and the Arrangement as would enable the Buyer to proceed with the Arrangement on such amended terms. If the Company Board determines that the proposed amendment by the Buyer upon acceptance by the Company would result in a Company Acquisition Proposal not being a Company Superior Proposal, the Company shall promptly so advise the Buyer and enter into an amendment to this Agreement with the Buyer reflecting the amended proposal of the Buyer and will promptly reaffirm its recommendation of the Arrangement as amended.

 

(c) The Company acknowledges and agrees that each successive modification of any Company Acquisition Proposal that results in an increase in, or modification of, the Consideration (or value of such Consideration) or other material terms or conditions thereof shall constitute a new Company Acquisition Proposal for the purposes of this Section 7.02 and Buyer shall be afforded a new Buyer Match Period and the rights afforded in this Section 7.02 shall apply in respect of each such Company Acquisition Proposal.

 

(d) The Company Board shall promptly reaffirm its unanimous recommendation of the Arrangement by press release after: (i) the Company Board determines any Company Acquisition Proposal that has been publicly announced or publicly disclosed is not a Company Superior Proposal; or (ii) the Company Board determines that a proposed amendment to the terms of the Arrangement would result in any Company Acquisition Proposal which has been publicly announced or made not being a Company Superior Proposal, and the Buyer has so amended the terms of the Arrangement. The Buyer and its counsel shall be given an opportunity to review and comment on the form and content of any such press release, acting reasonably. The Company shall make all reasonable amendments to such press release as requested by the Buyer and its counsel.

 

(e) Nothing contained in this Section 7.02 shall limit in any way the obligation of the Company to convene and hold the Company Meeting in accordance with this Agreement while this Agreement remains in force.

 

(f) Where the Company has provided the Buyer with a notice under Section 7.02(a)(iii) and the Company Meeting is scheduled to be held during or within two (2) Business Days following the expiration of the Buyer Match Period, then, subject to applicable Laws, the Company will be entitled to, and will if so requested by the Buyer, postpone or adjourn the Company Meeting to a date that is acceptable to both Parties (acting reasonably), provided that in no event shall such adjourned or postponed meeting be held on a date that is less than five (5) Business Days prior to the Outside Date, and shall, in the event that the Buyer and the Company amend the terms of this Agreement pursuant to Section 7.02(b), ensure that the details of such amended Agreement are communicated to the Company Shareholders prior to the resumption of the adjourned or postponed Company Meeting.

 

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Section 7.03 Buyer Covenant Regarding Non-Solicitation.

 

(a) Except as expressly provided in Section 7.03(e), Section 7.03(g), and Section 7.04 below, the Buyer shall not, directly or indirectly, through any officer, director, employee, representative, advisor or agent of the Buyer or any of its Subsidiaries (collectively, for the purpose of Section 7.03 and Section 7.04, the “Representatives”, which, for further clarity, does not include the Buyer Shareholders), or otherwise and shall not permit or authorize any such Person to do so on its behalf:

 

(i) solicit, initiate, knowingly facilitate, encourage or promote (including by way of furnishing information, knowingly permitting any visit to facilities or properties of the Buyer or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding, other than a confidentiality agreement permitted by and in accordance with Section 7.03(e)(ii)) any inquiries, proposals, expressions of interest or offers regarding, constituting or that may reasonably be expected to constitute or lead to a Buyer Acquisition Proposal;

 

(ii) participate, directly or indirectly, in any discussions or negotiations regarding, or furnish to any Person any information in connection with or otherwise cooperate with, assist or participate in, any effort or attempt to make any a Buyer Acquisition Proposal or inquiries, proposals, expressions of interest or offers that may reasonably be expected to constitute or lead to a Buyer Acquisition Proposal; or

 

(iii) accept, enter into, or propose publicly to accept or enter into, any letter of intent, agreement, understanding or arrangement related to any the Buyer Acquisition Proposal or that may reasonably be expected to constitute or lead to a Buyer Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 7.03(e)(ii)).

 

(b) The Buyer shall, and shall cause its Subsidiaries and the Representatives to, immediately terminate and cease any discussions or negotiations with any parties (other the Company and its Representatives) with respect to any proposal that constitutes, or may reasonably be expected to constitute, or lead to a Buyer Acquisition Proposal, and, in connection therewith, the Buyer shall cause its Subsidiaries and the Representatives to:

 

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(i) discontinue or not allow access to any of the Buyer’s or its Subsidiaries’ confidential information to any third party in connection with any inquiries, proposals, expressions of interest or offers constituting or that may reasonably be expected to constitute or lead to a Buyer Acquisition Proposal; and

 

(ii) promptly request the return or destruction of all information provided to any third party that has entered into a confidentiality agreement with the Buyer or any Subsidiary of the Buyer relating to the Buyer Acquisition Proposal, or that may reasonably be expected to constitute or lead to a Buyer Acquisition Proposal, to the extent that such information has not previously been returned or destroyed, and shall use all commercially reasonable efforts to ensure that such requests are honoured.

 

(c) The Buyer represents and warrants that the Buyer has not, in the year prior to the date hereof, waived any confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which the Buyer or any Subsidiary of the Buyer is a party. The Buyer covenants and agrees that the Buyer shall take all necessary action to enforce each such confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant. The Buyer further covenants and agrees not to and shall cause its Subsidiaries and the Representatives not to release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations under any confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which the Buyer or any a Subsidiary of the Buyer is a party without the prior written consent of the Company (which may be withheld or delayed in the Company’s sole and absolute discretion), provided, however, that the Parties acknowledge and agree that the automatic termination or release of any such agreement, restriction or covenant in accordance with its terms shall not be a violation of this Section 7.03(c).

 

(d) If the Buyer, or any of its Subsidiaries or any of its Representatives, receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to a Buyer Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Buyer or any of its Subsidiaries in connection with a Buyer Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Buyer or any of its Subsidiaries, the Buyer shall:

 

(i) promptly notify the Company, at first orally, and then as soon as practicable and in any event within 24 hours in writing, of such Buyer Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, and the identity of all Persons making the Buyer Acquisition Proposal inquiry, proposal, offer or request;

 

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(ii) provide the Company with copies of all written documents, material or substantive correspondence or other material received in respect of, from or on behalf of any such Persons;

 

(iii) keep the Company fully informed on a current basis of the status of developments and, to the extent permitted by Section 7.03(e), negotiations with respect to such Buyer Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Buyer Acquisition Proposal, inquiry, proposal, offer or request; and

 

(iv) provide to the Company copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence communicated to the Buyer by or on behalf of any Person making any such Buyer Acquisition Proposal, inquiry, proposal, offer or request.

 

(e) Notwithstanding Section 7.03(a), if the Buyer receives an unsolicited bona fide Buyer Acquisition Proposal, the Buyer may:

 

(i) contact the Person making such Buyer Acquisition Proposal and its representatives solely for the purpose of clarifying the terms and conditions of such Buyer Acquisition Proposal; and

 

(ii) engage in or participate in discussions or negotiations with such Person regarding such Buyer Acquisition Proposal, and subject to entering into a confidentiality and standstill agreement with such Person (unless such Person is already a party to a confidentiality and standstill agreement with the Buyer) and is otherwise on terms that are no less favourable to the Buyer than those found in the Confidentiality Agreement, and any such copies, access or disclosure provided to such Person already having been (or simultaneously being) provided to the Company, may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Buyer or its Subsidiaries for a maximum of ten Business Days after the day on which access or disclosure is first afforded to the Person making the Buyer Acquisition Proposal, if and only if, in the case of this Section 7.03(e)(ii):

 

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(A) the Buyer Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Buyer Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Buyer Superior Proposal, and, after consultation with its outside legal counsel, that the failure to engage in such discussions or negotiations or to provide such access or disclosure would be inconsistent with its fiduciary duties;

 

(B) such Person was not restricted from making such Buyer Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar agreement, restriction or covenant with the Buyer or any of its Subsidiaries;

 

(C) the Buyer has been, and continues to be, in compliance with its obligations under Section 7.03 and Section 7.04; and

 

(D) the Buyer promptly provides the Company with:

 

(1) written notice stating the Buyer’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure and that the Buyer Board has determined that failure to take such action would be inconsistent with its fiduciary duties; and

 

(2) prior to providing any such copies, access or disclosure to such Person, the Buyer provides the Company with a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 7.03(e)(ii).

 

(f) The Buyer shall ensure that its Subsidiaries and the Representatives are aware of the provisions of this Section 7.03, and the Buyer shall be responsible for any breach of this Section 7.03 by its Subsidiaries or the Representatives.

 

(g) Notwithstanding any of the provisions of this Agreement the Buyer Board has the right to respond, within the time and in the manner required by applicable Securities Laws, to any take-over bid made for the Buyer Shares, that it determines is not a Buyer Superior Proposal provided that the Company and its outside legal counsel have been provided with a reasonable opportunity to review and comment on any such response and the Buyer Board shall give reasonable consideration to such comments.

 

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Section 7.04 Notice of Buyer Superior Proposal Determination.

 

(a) If the Buyer receives a Buyer Acquisition Proposal and the Buyer Board makes a determination that such Buyer Acquisition Proposal constitutes a Buyer Superior Proposal, the Buyer may make the Buyer Change in Recommendation and enter into a definitive agreement with respect to such Buyer Acquisition Proposal (other than a confidentiality agreement contemplated by Section 7.03(e)(ii)), if and only if:

 

(i) the Person making the Buyer Superior Proposal was not restricted from making such Buyer Superior Proposal pursuant to any existing confidentiality, non-disclosure, standstill, business purpose or other similar agreement, restriction or covenant with the Buyer or any of its Subsidiaries;

 

(ii) the Buyer has complied with its obligations under Section 7.03;

 

(iii) the Buyer has provided the Company with written notice (a “Buyer Superior Proposal Notice”) promptly following the Buyer Board’s determination that the Buyer Acquisition Proposal constitutes a Buyer Superior Proposal that:

 

(A) the Buyer Acquisition Proposal constitutes a Buyer Superior Proposal; and

 

(B) the Buyer intends to enter into an agreement with respect to such Buyer Superior Proposal;

 

The Buyer Superior Proposal Notice will set forth the determinations of the Buyer Board regarding the value and financial terms that the Buyer Board, in consultation with its financial advisors and outside legal counsel, has determined should be ascribed to any non-cash consideration offered under such Buyer Superior Proposal;

 

(iv) the Buyer has delivered to the Company a copy of the proposed definitive agreement for the Buyer Superior Proposal and all supporting materials, including any financing documents supplied to the Buyer in connection therewith;

 

(v) a period of five (5) Business Days (the “Company Match Period”) has elapsed from the date that is the later of the date on which the Company received the Buyer Superior Proposal Notice and the date on which the Company received the materials set forth in Section 7.04(a)(iv);

 

(vi) during the Company Match Period, the Company has had the opportunity, but not the obligation, in accordance with Section 7.04(b), to offer to amend this Agreement and the Arrangement in order for such Buyer Acquisition Proposal to cease to be a Buyer Superior Proposal;

 

(vii) after the Company Match Period, the Buyer Board:

 

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(A) has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Buyer Acquisition Proposal continues to constitute a Buyer Superior Proposal, which determination will consider the terms of the Arrangement as proposed to be amended by the Company if the Company proposes any amendment in accordance with Section 7.04(b); and

 

(B) has determined in good faith, after consultation with its outside legal counsel and financial advisors, that the failure of the Buyer Board to recommend that the Buyer enter into a definitive agreement with respect to such Buyer Superior Proposal would be inconsistent with its fiduciary duties; and

 

(viii) prior to or concurrently with entering into such definitive agreement this Agreement is terminated by the Buyer under Section 8.02 and the Buyer paid the Buyer Termination Payment to the Company in accordance with Section 7.06.

 

(b) During the Company Match Period, the Company shall have the right, but not the obligation, to propose in writing to amend the terms of this Agreement and the Arrangement. During the Company Match Period, the Buyer shall: (i) review any proposal by the Company to amend the terms of this Agreement and the Arrangement in order to determine, in good faith and in a manner consistent with the fiduciary duties of the Buyer Board, whether the proposed amendment by the Company upon acceptance by the Buyer would result in Buyer Acquisition Proposal not being a Buyer Superior Proposal; and (ii) negotiate with the Company in good faith, and in a manner consistent with the fiduciary duties of the Buyer Board, to make such amendments to the terms of this Agreement and the Arrangement as would enable the Company to proceed with the Arrangement on such amended terms. If the Buyer Board determines that the proposed amendment by the Company upon acceptance by the Buyer would result in Buyer Acquisition Proposal not being a Buyer Superior Proposal, the Buyer shall promptly so advise the Company and enter into an amendment to this Agreement with the Company reflecting the amended proposal of the Company and will promptly reaffirm its recommendation of the Arrangement as amended.

 

(c) The Buyer acknowledges and agrees that each successive modification of any the Buyer Acquisition Proposal that results in a modification of, the Consideration (or value of such Consideration) or other material terms or conditions thereof shall constitute a new Buyer Acquisition Proposal for the purposes of this Section 7.04 and the Company shall be afforded a new Company Match Period and the rights afforded in this Section 7.04 shall apply in respect of each such Buyer Acquisition Proposal.

 

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(d) The Buyer Board shall promptly reaffirm its unanimous recommendation of the Arrangement by press release after: (i) the Buyer Board determines any Buyer Acquisition Proposal that has been publicly announced or publicly disclosed is not the Buyer Superior Proposal; or (ii) the Buyer Board determines that a proposed amendment to the terms of the Arrangement would result in any Buyer Acquisition Proposal which has been publicly announced or made not being the Buyer Superior Proposal, and the Company has so amended the terms of the Arrangement. The Company and its counsel shall be given an opportunity to review and comment on the form and content of any such press release, acting reasonably. The Buyer shall make all reasonable amendments to such press release as requested by the Company and its counsel.

 

Section 7.05 Company Termination Payment Event.

 

Termination of this Agreement in each of the following circumstances will constitute a “Company Termination Payment Event”:

 

(a) this Agreement is terminated by the Buyer pursuant to Section 8.02(b) (but not including a termination by the Buyer pursuant to Section 8.02(b)(i) in circumstances where the Company Change in Recommendation resulted from the occurrence of a Buyer Material Adverse Effect and the Company has complied with Section 7.01(g)(iii));

 

(b) this Agreement is terminated by either the Buyer or the Company pursuant to Section 8.02(d) if at such time the Buyer was permitted to terminate this Agreement pursuant to Section 8.02(b) (but not including a termination by the Buyer pursuant to Section 8.02(b)(i) in circumstances where the Company Change in Recommendation resulted from the occurrence of a Buyer Material Adverse Effect and the Company has complied with Section 7.01(g)(iii));

 

(c) this Agreement is terminated by the Company pursuant to Section 8.02(g); or

 

(d) this Agreement is terminated by either the Buyer or the Company pursuant to Section 8.02(d) or Section 8.02(e) hereof and:

 

(i) following the date hereof and prior to such termination, a Company Acquisition Proposal shall have been made to the Company and made known to the Company Shareholders generally or shall have been made directly to the Company Shareholders generally or any Person shall have publicly announced an intention to make a Company Acquisition Proposal (a “Pending Company Acquisition Proposal”); and

 

(ii) within 365 days following the date of such termination:

 

(A) a Company Acquisition Proposal is consummated or effected (provided such Company Acquisition Proposal is the same as the Pending Company Acquisition Proposal); or

 

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(B) the Company or one or more of the Company Subsidiaries, directly or indirectly, in one or more transactions, enters into a contract in respect to a Company Acquisition Proposal (whether or not such Company Acquisition Proposal is the same as the Pending Company Acquisition Proposal) and such Company Acquisition Proposal is later consummated or effected (whether or not such Company Acquisition Proposal is later consummated or effected within 365 days of such termination).

 

For the purposes of this Section 7.05(d), all references to “20%” in the definition of “Company Acquisition Proposal” in Section 1.01 shall be deemed to be references to “50%”;

 

(e) this Agreement is terminated by the Buyer pursuant to Section 8.02(i); or

 

(f) this Agreement is terminated by the Buyer pursuant to Section 8.02(k).

 

(g) Upon the occurrence of a Company Termination Payment Event, the Company shall pay to the Buyer an amount in cash (a “Company Termination Payment”) equal to (i) $2,000,000, in the case of a Company Termination Payment Event other than those set forth in Section 7.05(e) or Section 7.05(f), or (ii) $1,000,000, in the case of a Company Termination Payment Event set forth in Section 7.05(e) or Section 7.05(f), in immediately available funds in consideration for the disposition of the Buyer’s rights under this Agreement. In the circumstances set forth in Section 7.05(a), Section 7.05(b), or above, the Company Termination Payment will be paid within two (2) Business Days of the termination of this Agreement; and, in the circumstances set forth in Section 7.05(d) above, the Company Termination Payment will be paid within two (2) Business Days following the completion of such Company Acquisition Proposal. The Company shall not be obligated to make more than one payment pursuant to this Section 7.05. The Company hereby acknowledges that the agreements contained in this Section 7.05 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Buyer would not enter into this Agreement, and that the Company Termination Payment is a payment in consideration for the disposition of the Buyer’s rights under this Agreement and is a genuine pre-estimate of the damages that the Buyer will suffer or incur as a result of the non-completion of the Arrangement in the circumstances in which the Company Termination Payment is payable, that such payment is not for lost profits or a penalty, and that the Company shall not take any position inconsistent with the foregoing.

 

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(h) The Company hereby irrevocably waives any right it may have to raise as a defence that any such Company Termination Payment is excessive or punitive. Upon termination of this Agreement as permitted under Section 8.02 under circumstances where the Buyer is entitled to the Company Termination Payment and the Company Termination Payment is paid in full, the Buyer shall have no further claim against the Company at law or in equity or otherwise and in any such case it shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the Company or the Company Subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates in connection with this Agreement or the transactions contemplated hereby; provided however, that nothing herein shall preclude the Buyer from seeking injunctive relief to restrain any breach or threatened breach by the Company of any of its obligations hereunder or otherwise to obtain specific performance without the necessity of posting bond or security in connection therewith.

 

Section 7.06 Buyer Termination Payment Event.

 

Termination of this Agreement in each of the following circumstances will constitute a “Buyer Termination Payment Event”:

 

(a) this Agreement is terminated by the Company pursuant to Section 8.01(c);

 

(b) this Agreement is terminated by either the Buyer or the Company pursuant to Section 8.02(d) if at such time the Company was permitted to terminate this Agreement pursuant to Section 8.02(c);

 

(c) this Agreement is terminated by the Buyer pursuant to Section 8.02(h); or

 

(d) this Agreement is terminated by either the Buyer or the Company pursuant to Section 8.02(d) or Section 8.02(e) hereof and:

 

(i) following the date hereof and prior to such termination, the Buyer Acquisition Proposal shall have been made to the Buyer and made known to the Buyer Shareholders generally or shall have been made directly to the Buyer Shareholders generally or any Person shall have publicly announced an intention to make the Buyer Acquisition Proposal (a “Pending Buyer Acquisition Proposal”); and

 

(ii) within 365 days following the date of such termination:

 

(A) the Buyer Acquisition Proposal is consummated or effected (provided such Buyer Acquisition Proposal is the same as the Pending Buyer Acquisition Proposal); or

 

(B) the Buyer or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a contract in respect to the Buyer Acquisition Proposal (whether or not such Buyer Acquisition Proposal is the same as the Pending Buyer Acquisition Proposal) and such Buyer Acquisition Proposal is later consummated or effected (whether or not such Buyer Acquisition Proposal is later consummated or effected within 365 days of such termination).

 

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For the purposes of this Section 7.06(d), all references to “20%” in the definition of “Buyer Acquisition Proposal” in Section 1.01 shall be deemed to be references to “50%”;

 

(e) this Agreement is terminated by the Company pursuant to Section 8.02(j); or

 

(f) this Agreement is terminated by the Company pursuant to Section 8.02(l).

 

(g) Upon the occurrence of the Buyer Termination Payment Event, the Buyer shall pay to the Company an amount in cash (the “Buyer Termination Payment”) equal to (i) $2,000,000, in the case of a Buyer Termination Payment Event other than those set forth in Section 7.06(e) or Section 7.06(f), or (ii) $1,000,000, in the case of a Company Termination Payment Event set forth Section 7.06(e) or Section 7.06(f), in immediately available funds in consideration for the disposition of the Company’s rights under this Agreement. In the circumstances set forth in Section 7.06(a), Section 7.06(b), or Section 7.06(c), the Buyer Termination Payment will be paid within two (2) Business Days of the termination of this Agreement; and, in the circumstances set forth in Section 7.06(d) above, the Buyer Termination Payment will be paid within two (2) Business Days following the completion of such Buyer Acquisition Proposal. The Buyer shall not be obligated to make more than one payment pursuant to this Section 7.06. The Buyer hereby acknowledges that the agreements contained in this Section 7.06 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Company would not enter into this Agreement, and that the Buyer Termination Payment is a payment in consideration for the disposition of the Company’s rights under this Agreement and is a genuine pre- estimate of the damages that the Company will suffer or incur as a result of the non-completion of the Arrangement in the circumstances in which the Buyer Termination Payment is payable, that such payment is not for lost profits or a penalty, and that the Buyer shall not take any position inconsistent with the foregoing.

 

(h) The Buyer hereby irrevocably waives any right it may have to raise as a defence that any such Buyer Termination Payment is excessive or punitive. Upon termination of this Agreement as permitted under Section 7.02 under circumstances where the Company is entitled to the Buyer Termination Payment and the Buyer Termination Payment is paid in full, the Company shall have no further claim against the Buyer at law or in equity or otherwise and in any such case it shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the Buyer or its Subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates in connection with this Agreement or the transactions contemplated hereby; provided however, that nothing herein shall preclude the Company from seeking injunctive relief to restrain any breach or threatened breach by the Buyer of any of its obligations hereunder or otherwise to obtain specific performance without the necessity of posting bond or security in connection therewith.

 

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ARTICLE VIII
AMENDMENT AND TERMINATION

 

Section 8.01 Amendment.

 

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of each of the Company Meeting, but not later than the Effective Time, and in the case of the Plan of Arrangement subject to the provisions of Section 6.01 thereof, be amended by mutual written agreement of the Parties hereto without, subject to applicable Laws, further notice to or authorization on the part of the Company Shareholders and any such amendment may, without limitation:

 

(a) change the time for the performance of any of the obligations or acts of either of the Parties;

 

(b) waive any inaccuracies in or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

 

(c) waive compliance with or modify any of the covenants herein contained and waive or modify the performance of any of the obligations of any of the Parties; and

 

(d) waive compliance with or modify any condition herein contained; provided, however, that notwithstanding the foregoing, following the Company Meeting, the Consideration shall not be amended without the approval of the Company Shareholders.

 

Section 8.02 Termination.

 

This Agreement may be terminated at any time prior to the Effective Date:

 

(a) by the mutual written consent of the Company and the Buyer, duly authorized by the board of directors of each;

 

(b) by the Buyer if:

 

(i) prior to the approval by the Company Shareholders of the Arrangement Resolution: (A) the Company Board shall make a Change in Recommendation; or (B) the Company enters into an agreement (other than a confidentiality agreement that complies with Section 7.01(e)(ii)) with respect to any Company Acquisition Proposal; or

 

(ii) the Company breaches its obligations under Section 7.01 or Section 7.02 in any material respect;

 

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(c) by the Company if:

 

(i) the Buyer enters into an agreement (other than a confidentiality agreement that complies with Section 7.03(e)(ii)) in respect of any Buyer Acquisition Proposal; or

 

(ii) the Buyer breaches its obligations under Section 7.03 or Section 7.04 in any material respect;

 

(d) by either the Buyer or the Company if the Company Meeting shall have been held and completed and the Arrangement Resolution shall not have been approved by the Company Shareholders in accordance with the Interim Order, provided that either Party shall not be entitled to terminate this Agreement pursuant to this Section 8.02(d) if the failure to obtain the approval of the Company Shareholders to the Arrangement Resolution has been caused by, or is the result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement;

 

(e) by either the Buyer or the Company if the Effective Date shall not have occurred by the Outside Date, provided however:

 

(i) if the failure of the Effective Date to occur by such date has been caused by, or is the result of, a breach by the Company of any of its representations or warranties or the failure of the Company to perform any of its covenants or agreements under this Agreement, then the Company shall not be entitled to terminate this Agreement pursuant to this Section 8.02(e); or

 

(ii) if the failure of the Effective Date to occur by such date has been caused by, or is the result of, a breach by the Buyer of any of its representations or warranties or the failure of the Buyer to perform any of its covenants or agreements under this Agreement, then the Buyer shall not be entitled to terminate this Agreement pursuant to this Section 8.02(e);

 

(f) by either Party if after the date of this Agreement, any applicable Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Buyer from consummating the Arrangement, and such applicable Law has, if applicable, become final and non-appealable, provided that the Party seeking to terminate this Agreement pursuant to this Section 8.02(f) has used its commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement;

 

(g) by the Company if the Company proposes to enter into any agreement, arrangement or understanding in respect of a Company Superior Proposal in compliance with Section 7.01 and Section 7.02, provided that the Company pays the Company Termination Payment to the Buyer in accordance with Section 7.05;

 

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(h) by the Buyer if the Buyer proposes to enter into any agreement, arrangement or understanding in respect of a Buyer Superior Proposal in compliance with Section 7.03 and Section 7.04, provided that the Buyer pays the Buyer Termination Payment to the Company in accordance with Section 7.06;

 

(i) by the Buyer, if the Company breaches any representation or warranty of the Company set forth in this Agreement which breach would cause the condition in Section 6.02(a) not to be satisfied or the Company fails to comply with any of its covenants set forth in this Agreement (other than the covenants in Section 7.01 and Section 7.02) that would cause the condition in Section 6.02(b) not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 6.04; provided that any wilful breach shall be deemed incapable of being cured and the Buyer is not then in breach of this Agreement so as to cause any condition in Section 6.03(a) or Section 6.03(b) not to be satisfied;

 

(j) by the Company, if the Buyer breaches any representation or warranty of the Buyer set forth in this Agreement which breach would cause the condition in Section 6.03(a) not to be satisfied or the Buyer fails to comply with any of its covenants set forth in this Agreement (other than the covenants in with Section 7.03 and Section 7.04) that would cause the condition in Section 6.03(b) not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 6.04; provided that any wilful breach shall be deemed incapable of being cured and the Company is not then in breach of this Agreement so as to cause any condition in Section 6.02(a) or Section 6.02(b) not to be satisfied;

 

(k) by the Buyer, if since the date of this Agreement, any event occurs that results in a Company Material Adverse Effect that is not capable of being satisfied by the Outside Date; or

 

(l) by the Company, if since the date of this Agreement, any event occurs that results in a Buyer Material Adverse Effect that is not capable of being satisfied by the Outside Date,

 

provided that any termination by a Party hereto in accordance with Section 8.02(b) to Section 8.02(l) above shall be made by such Party delivering written notice thereof to the other Party hereto prior to the Effective Date and specifying therein in reasonable detail the matter or matters giving rise to such termination right.

 

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Section 8.03 Effect of Termination.

 

In the event of termination of this Agreement as provided in Section 8.02, this Agreement shall forthwith become void and have no further effect, and there shall be no liability or further obligation on the part of the Company or the Buyer hereunder, except that:

 

(a) the provisions of this Section 8.03, Section 2.05(f), Section 2.05(g), Section 7.05, Section 7.06, Section 9.01 through to and including Section 9.13 and the provisions of the Confidentiality Agreement shall remain in full force and effect and shall survive any such termination ; and

 

(b) neither the Company nor the Buyer shall be released or relieved from any liability arising from their breach of any of their representations, warranties, covenants, or agreements hereunder prior to the date of termination, save and except as provided herein.

 

ARTICLE IX
GENERAL PROVISIONS

 

Section 9.01 Expenses.

 

Except as otherwise expressly provided in this Agreement, the Parties agree that all out-of-pocket expenses of the Parties relating to this Agreement or the transactions contemplated under this Agreement, including legal fees, accounting fees, financial advisory fees, regulatory filing fees, stock exchange fees, all disbursements of advisors and printing and mailing costs, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.

 

Section 9.02 Notices.

 

All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by email, or as of the following Business Day if sent by prepaid overnight courier, to the Parties at the following addresses (or at such other addresses as shall be specified by either Party by notice to the other given in accordance with these provisions):

 

in the case of a notice to the Buyer, addressed to it at:

 

High Tide Inc.

Unit 112, 11127 - 15 Street N.E.

Calgary, Alberta

T3K 2M4

 

  Attention: Raj Grover, Chief Executive Officer
  Email: raj@hightideinc.com

 

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with a copy (not constituting notice) to:

 

Garfinkle Biderman LLP

Dynamic Funds Tower, 1 Adelaide Street East, Suite 801

Toronto, Ontario M5C 2V9

 

  Attention: Shimmy Posen
  Email: sposen@garfinkle.com

 

and in the case of a notice to the Purchaser, addressed to it at:

 

Meta Growth Corp.

Suite 200, 56 Aberfoyle Crescent

Toronto, Ontario

M8X 2W4

 

  Attention: Mark Goliger, Chief Executive Officer
  Email: Mark.Goliger@metagrowth.com

 

with a copy (not constituting notice) to:

 

Borden Ladner Gervais LLP

Centennial Place, East Tower, 1900, 520 – 3rd Ave. SW

Calgary, AB, T2P 0R3, Canada

 

  Attention: Michael Saliken
  Email: MSaliken@blg.com

 

Section 9.03 Time of the Essence.

 

Time is of the essence in this Agreement.

 

Section 9.04 Further Assurances.

 

Each Party hereto shall, from time to time and at all times hereafter, at the request of the other Party hereto, but without further consideration, do all such further acts, and execute and deliver all such further documents and instruments as may be reasonably required in order to fully perform and carry out the terms and intent hereof.

 

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Section 9.05 Third-Party Beneficiaries.

 

Except as provided in Section 5.06 which, without limiting its terms, is intended for the benefit of the present and former directors and officers of the Company and its Subsidiaries, as and to the extent applicable in accordance with its terms (collectively, the “Third-Party Beneficiaries”), the Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum. The Parties acknowledge to each of the Third-Party Beneficiaries their direct rights against the applicable Party under Section 5.06 which are intended for the irrevocable benefit of, and shall be enforceable by, each Third-Party Beneficiary, his or her heirs, executors, administrators and legal representatives, and for such purpose, the Company shall hold the rights and benefits of Section 5.06 in trust for and on behalf of the Third-Party Beneficiaries and the Company hereby accepts such trust and agrees to hold the benefit of and enforce performance of such covenants on behalf of the Third-Party Beneficiaries.

 

Section 9.06 Waiver.

 

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

 

Section 9.07 Entire Agreement.

 

This Agreement, together with the Buyer Disclosure Letter and Company Disclosure Letter, constitute the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings and negotiations, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement.

 

Section 9.08 Successors and Assigns.

 

This Agreement shall be binding upon and enure to the benefit of the Company, the Buyer and their successors and permitted assigns. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party. No assignment shall relieve the assigning party of any of its obligations hereunder.

 

Section 9.09 Severability.

 

If any term or provision of this Agreement is determined to be illegal, invalid or incapable of being enforced by any court of competent jurisdiction, that term or provision will be severed from this Agreement and the remaining terms and provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

 

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Section 9.10 Governing Law; Submission to Jurisdiction; Choice of Language. 

 

(a) This Agreement shall be governed by and construed in accordance with the Laws of the Province of Alberta and the federal laws of Canada applicable therein.

 

(b) Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of the Province of Alberta in respect of all matters arising under and in relation to this Agreement or the Arrangement and waives, to the fullest extent possible, the defence of an inconvenient forum or any similar defence to the maintenance of proceedings in such courts.

 

(c) The Parties confirm that it is their express wish that this Agreement, as well as any other documents relating to this Agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only.

 

Section 9.11 Rules of Construction.

 

The Parties to this Agreement waive the application of any applicable Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the party drafting such agreement or other document.

 

Section 9.12 No Liability.

 

No director or officer of the Buyer shall have any personal liability whatsoever to the Company under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Buyer. No director or officer of the Company shall have any personal liability whatsoever to the Buyer under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Company.

 

Section 9.13 Counterparts.

 

This Agreement may be executed by facsimile or other electronic signature and in counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument.

 

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the Parties have executed this Arrangement Agreement as of the date first written above.

 

  High Tide Inc.  
       
  By:    
    Name: Raj Grover  
    Title: CEO and Director  
       
  Meta Growth Corp.  
       
  By:    
    Name: Mark Goliger  
    Title:  CEO and Director  

 

[Signature Page to Arrangement Agreement]

 

 

Schedule A

 

Plan of Arrangement

 

(See attached)

 

 

Schedule B

 

Arrangement Resolution

 

(See attached)

 

 

Schedule C

 

Supporting Shareholders

 

Name of Shareholder   Number and Class of Securities
Chuck Rifici   Company Shares: 11,058,181
Company Options: nil
Company Warrants: nil
Company RSUs: nil
Company Debentures: nil
     
Opaskwayak Cree Nation   Company Shares: 8,838,800
Company Options: nil
Company Warrants: 900,000
Company RSUs: nil
Company Debentures: nil
     
Rocco Meliambro   Company Shares: 11,384,360
Company Options: nil
Company Warrants: nil
Company RSUs: nil
Company Debentures: nil
     
Mark Goliger  

Company Shares: 1,628,000
Company Options: 1,450,000
Company Warrants: nil
Company RSUs: 338,033

Company Debentures: nil

     
Chris Brawn   Company Shares: nil
Company Options: nil
Company Warrants: nil
Company RSUs: 330,000
Company Debentures: nil
     
Andrea Elliott   Company Shares: nil
Company Options: nil
Company Warrants: nil
Company RSUs: 300,000
Company Debentures: nil
     
Michael Saliken   Company Shares: 366,900
Company Options: 236,892
Company Warrants: nil
Company RSUs: 350,000
Company Debentures: nil
     
Christian Sinclair  

Company Shares: 50,000
Company Options: 250,000
Company Warrants: nil
Company RSUs: 330,000

Company Debentures: nil

 

 

Schedule D

 

Form of Lock-Up Agreement

 

(See attached)

 

 

EXHIBIT 99.68

 

Support and Voting Agreement

 

This Support and Voting Agreement (this “Agreement”), dated as of August 20, 2020 is entered into between the undersigned shareholder (the “Shareholder”) of Meta Growth Corp., a corporation incorporated under the laws of the Province of Alberta (the “Company”) and High Tide Inc., a corporation incorporated under the laws of the Province of Alberta (the “Buyer”).

 

WHEREAS the Buyer intends to acquire all of the outstanding common shares of the Company (“Company Shares”) on the terms and subject to the conditions set forth in the arrangement agreement (the “Arrangement Agreement”) dated the date here of between the Company and the Buyer;

 

WHEREAS the Shareholder is the registered and/or direct or indirect beneficial owner of, or exercises control or direction over: (i) the Company Shares (such Company Shares, together with any Company Shares acquired by the Shareholder during the term of this Agreement, being referred to in this Agreement as the “Subject Shares”) and (ii) the other securities convertible into, or exchangeable for Company Shares (‘‘Subject Securities”) of the Company, in each case, as set forth below the Shareholder’s signature on the signature page of this Agreement; and

 

WHEREAS as a condition to the willingness of the Buyer to enter into the Arrangement Agreement and incur the obligations set forth in the Arrangement Agreement, the Buyer has required that the Shareholder enter into this Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1. Definitions and Interpretive Provisions.

 

In this Agreement:

 

(a) all terms used and not defined herein that are defined in the Arrangement Agreement shall have the respective meanings given to them in the Arrangement Agreement;

 

(b) the insertion of headings and the division of this Agreement into Sections are for convenience of reference only and shall not affect in any way the meanings and interpretation of this Agreement·

 

(c) unless the contrary intention appears, words importing the singular include the plural and vice versa and words importing genders shall include all genders;

 

(d) if the date on which any action is required to be taken by a party to this Agreement is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place;

 

 

 

 

(e) references to the words “include”, “includes” or “including” shall be deemed to be followed by the words “without limitation” whether or not they are followed by those words or words of like import;

 

(f) references to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof;

 

(g) any reference to a Person includes the heirs, administrators, executors, legal personal representatives, predecessors, successors and permitted assigns of that Person; and

 

(h) references to a particular statute or Law shall be to such statute or Law and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated thereunder or amended from time to time.

 

2. Representations and Warranties of the Shareholder.

 

The Shareholder represents and warrants to the Buyer as follows as at the date of this Agreement and immediately prior to the time at which the Subject Shares are acquired pursuant to the Arrangement and acknowledges that the Buyer is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

 

(a) Organization and Authority and Capacity. If the Shareholder is not an individual: (i) the Shareholder is a corporation or entity incorporated or organized, as applicable, and existing under the laws of its jurisdiction of incorporation, organization or formation; (ii) the execution and delivery of this Agreement by the Shareholder and the consummation by it of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of the Shareholder are necessary to authorize this Agreement or the transactions contemplated by this Agreement; and (iii) the Shareholder has the corporate power and capacity to enter into this Agreement and to carry out all of its obligations hereunder. If the Shareholder is an individual, the Shareholder is of the age of majority and has the capacity to enter into and execute this Agreement and to observe and perform its covenants and obligations hereunder.

 

(b) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding agreement of the Shareholder enforceable against it in accordance with its terms subject only to any limitation on bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

 

(c) Non-Contravention. The execution, delivery and performance by the Shareholder of its obligations under this Agreement and the completion of the transactions contemplated by this Agreement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) contravene, conflict with, or result in the violation of: (i) the articles, by-laws or other constating documents of the Shareholder (as applicable); (ii) any other agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder’s property or assets is bound; and (iii) any applicable Laws.

 

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(d) Ownership of Subject Shares and Subject Securities. The Shareholder is the legal and beneficial owner of, or the beneficial owner exercising control or direction over, all of the Subject Shares and the Subject Securities, free and clear of any Liens. The Subject Shares and the Subject Securities are the only securities of the Company owned, directly or indirectly, or over which control or direction is exercised by the Shareholder. The Shareholder has sole dispositive power and the sole power to agree to the matters set forth in this Agreement with respect to the Subject Shares and the Subject Securities. None of the Subject Shares is subject to any agreement, arrangement or restriction with respect to the voting thereof, except as contemplated by this Agreement. Except for the Subject Securities, the Shareholder has no agreement or option or right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition or transfer to the Shareholder of additional securities of the Company. No Person has any agreement or option, or any right or privilege (whether by Law, pre-emptive or contractual), capable of becoming an agreement or option for the purchase, acquisition or transfer from the Shareholder of any of the Subject Shares or the Subject Securities.

 

(e) Litigation. There is no claim, action, lawsuit, arbitration, mediation or other proceeding pending or, to the knowledge of the Shareholder, threatened against the Shareholder that would reasonably be expected to have an adverse impact on the validity of this Agreement or any action taken or to be taken by the Shareholder in connection with this Agreement.

 

(f) Independent Legal Advice. The Shareholder acknowledges and agrees that the Shareholder has had the opportunity to seek independent legal advice with respect to this Agreement, and the transactions contemplated hereby, and that any failure on the Shareholder’s part to seek independent legal advice shall not affect (and the Shareholder shall not assert that it affects) the validity, enforceability or effect of this Agreement.

 

3. Representations and Warranties of the Buyer.

 

The Buyer represents and warrants to the Shareholder as follows as at the date of this Agreement and immediately prior to the time at which the Subject Shares are acquired pursuant to the Arrangement and acknowledges that the Shareholder is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

 

(a) Organization and Authority. The Buyer is a corporation incorporated and existing under the laws of the Province of Alberta and has the corporate power and capacity to enter into and perform its obligations under this Agreement. The execution and delivery of this Agreement by the Buyer and the consummation by it of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of the Buyer are necessary to authorize this Agreement or the transactions contemplated by this Agreement.

 

3

 

 

(b) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Buyer and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding agreement of the Buyer enforceable against it in accordance with its terms subject only to any limitation on bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies, such as specific performance and injunction.

 

(c) Non-Contravention. The execution, delivery and performance by the Buyer of its obligations under this Agreement and the completion of the transactions contemplated by this Agreement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) contravene, conflict with, or result in the violation of: (i) the articles, by-laws or other constating documents of the Buyer; (ii) any other agreement or instrument to which the Buyer is a party or by which the Buyer or any of the Buyer’s property or assets is bound; and (iii) any applicable Laws.

 

4. Covenants of the Shareholder.

 

The Shareholder covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms, unless otherwise required or expressly permitted by this Agreement:

 

(a) Agreement to Vote in Favor. At any meeting of security holders of the Company called to vote upon the Arrangement (including the Company Meeting) or any of the other transactions contemplated by the Arrangement Agreement or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any of the transactions contemplated by the Arrangement Agreement is sought, the Shareholder shall cause its Subject Shares and Subject Securities (which have a right to vote at such meeting) to be counted as present (in person or by proxy) for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Shares and Subject Securities (which have a right to vote at such meeting): (i) in favour of the approval of the Arrangement and each of the other transactions contemplated by the Arrangement Agreement (including the Arrangement Resolution) and (ii) in favour of any other matter necessary for the consummation of the Arrangement or any other transaction contemplated by the Arrangement Agreement.

 

(b) Agreement to Vote Against. At any meeting of security holders of the Company (including the Company Meeting) or at any adjournment or postponement thereof or in any other circumstance upon which a vote, consent or other approval of all or some of the security holders of the Company is sought (including by written consent in lieu of a meeting), the Shareholder shall cause its Subject Shares and Subject Securities (which have a right to vote at such meeting) to be counted as present (in person or by proxy) for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Shares and Subject Securities (which have a right to vote at such meeting) against: (i) any Company Acquisition Proposal other than the Arrangement and (ii) any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Arrangement Agreement or of the Shareholder under this Agreement or (B) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Arrangement or the fulfillment of the Buyer’s or the Company’s conditions under the Arrangement Agreement or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company’s articles or by-laws).

 

4

 

 

(c) Restriction on Transfer. The Shareholder agrees not to directly or indirectly: (i) sell, transfer, assign, gift-over, grant a participation interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber (each, “Transfer”), or enter into any agreement, option or other arrangement with respect to the Transfer of, any of its Subject Shares or Subject Securities to any Person other than pursuant to the Arrangement Agreement or (ii) grant any proxies or power of attorney, deposit any of its Subject Shares or Subject Securities into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of its Subject Shares or Subject Securities.

 

(d) Additional Company Shares. The Shareholder: (i) agrees promptly to notify the Buyer of any new Company Shares or Subject Securities acquired by the Shareholder after the execution of this Agreement; and (ii) acknowledges that any such new Company Shares or Subject Securities will be subject to the terms of this Agreement as though owned by the Shareholder on the date of this Agreement.

 

(e) Delivery of Proxy. The Shareholder agrees that it will, on or before the fifth Business Day prior to the Company Meeting: (i) with respect to any Subject Shares (and any other Subject Securities entitled to vote) that are registered in the name of the Shareholder, the Shareholder shall deliver or cause to be delivered, in accordance with the instructions set out in the Company Circular a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favour of the approval of the Arrangement and each of the other transactions contemplated by the Arrangement Agreement (including the Arrangement Resolution) and (ii) with respect to any Subject Shares (and any other Subject Securities entitled to vote) that are beneficially owned by the Shareholder but not registered in the name of the Shareholder, the Shareholder shall deliver or cause to be delivered voting instructions to the intermediary through which the Shareholder holds its beneficial interest in the Shareholder’s Subject Shares (and any other Subject Securities entitled to vote), instructing that the Shareholder’s Subject Shares (and any other Subject Securities entitled to vote) be voted in favour of the approval of the Arrangement and each of the other transactions contemplated by the Arrangement Agreement (including the Arrangement Resolution Arrangement). Such proxy or proxies shall name those individuals as may be designated by the Company in the Company Circular and such proxy or proxies or voting instructions shall not be revoked, withdrawn or modified without the prior written consent of the Buyer.

 

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(f) Non-Solicitation. The Shareholder will, and will cause each of its affiliates and will instruct each of its representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced prior to the date of this Agreement with any Person (other than the Buyer or an affiliate thereof) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, a Company Acquisition Proposal and for the remaining term of this Agreement, will not solicit, initiate or encourage inquiries, submissions, proposals or offers from any other Person relating to, or participate in any negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with or assist or participate in or facilitate or encourage any effort or attempt with respect to any Company Acquisition Proposal. 

 

(g) Other Covenants. The Shareholder hereby:

 

  (i) agrees not to exercise any Dissent Rights with respect to the Arrangement;

 

  (ii) consents to: (A) details of, or a summary of, this Agreement being set out in any news release, information circular, including the Company Circular, and court documents or other public disclosure produced by the Company or the Buyer in connection with the transactions contemplated by this Agreement and the Arrangement Agreement and (B) this Agreement being made publicly available, including by filing on SEDAR. Otherwise, each of the parties hereto shall consult with the other before making any public disclosure or announcement of or pertaining to this Agreement, and any such disclosure or announcement shall be mutually satisfactory to both such parties hereto, acting reasonably; provided that this 4(g)(i) shall not apply to any disclosure or announcement pertaining to this Agreement which a party is advised by legal counsel is required to be made by Laws, stock exchange rules or policies of regulatory authorities having jurisdiction and which the other party after reasonable notice will not consent to; and

 

  (iii) acknowledges and agrees that a summary of the negotiations leading to the execution and delivery of this Agreement may appear in the Company Circular and in any other public disclosure document required by any applicable Laws and further agrees that it will, as promptly as practicable, notify the Buyer of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure documents if and to the extent that the Shareholder becomes aware that any such information shall have become false or misleading in any material respect.

 

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5. Termination.

 

This Agreement shall terminate upon the earliest to occur of:

 

(a) the written agreement of the Buyer and the Shareholder;

 

(b) if without the prior written consent of the Shareholder, there is any decrease in the amount of, or change in the form of, the Consideration payable for the outstanding Company Shares as set out in the Arrangement Agreement (provided that a decrease in the market price of the Buyer Shares will not constitute a decrease in the amount of the consideration payable for the outstanding Company Shares as set out in the Arrangement Agreement);

 

(c) the Outside Date;

 

(d) the Effective Time; and

 

(e) the termination of the Arrangement Agreement in accordance with its terms.

 

6. No Agreement as Director or Officer.

 

The Buyer acknowledges that the Shareholder is bound hereunder solely in its capacity as a security holder of the Company and, if the Shareholder is a director or officer of the Company, that the provisions hereof shall not be deemed or interpreted to bind the Shareholder in his or her capacity as a director or officer of the Company. Nothing in this Agreement shall: (a) limit or affect any actions or omissions taken by the Shareholder in his or her capacity as a director or officer of the Company, including in exercising rights under the Arrangement Agreement and no such actions or omissions shall be deemed a breach of this Agreement or (b) be construed to prohibit, limit or restrict the Shareholder from fulfilling his or her fiduciary duties as a director or officer of the Company.

 

7. Injunctive Relief.

 

The parties to this Agreement acknowledge and agree that irreparable harm would occur for which monetary damages would not be an adequate remedy at Law if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties to this Agreement shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement and to ensure compliance with the terms of this Agreement, without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. These remedies are cumulative and in addition to any other rights or remedies available at Law or in equity.

 

8. Entire Agreement.

 

This Agreement constitutes the entire agreement between parties hereto with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings and negotiations, whether oral or written, of the parties hereto.

 

7

 

 

9. Amendment and Waiver.

 

This Agreement may not be amended or supplemented, and no provisions hereof may be modified or waived, except by an instrument in writing signed by both of the parties hereto. No waiver of any provisions hereof by either party shall be deemed a waiver of any other provisions hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

 

10. Notices.

 

All notices and communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by email, or as of the following Business Day if sent by prepaid overnight courier, to the parties hereto at the following addresses (or at such other addresses as shall be specified by either party by notice to the other given in accordance with these provisions):

 

If to the Buyer:

High Tide Inc.,

Unit 112, 11127 - 15 Street N.E.

Calgary, Alberta

T3K 2M4

 

Attention: Raj Grover, Chief Executive Officer
  Email: raj@hightideinc.com

 

with a copy (not constituting notice) to:

 

Garfinkle Biderman LLP

Dynamic Funds Tower, 1 Adelaide Street East, Suite 801

Toronto, Ontario M5C 2V9

 

Attention: Shimmy Posen
  Email: sposen@garfinkle.com

 

If to the Shareholder, to the address or facsimile number or email address set forth for Shareholder on the signature page hereof.

 

11. Miscellaneous.

 

(a) This Agreement shall be governed by and construed in accordance with the Laws of Alberta and the federal laws of Canada applicable therein.

 

(b) Each of the parties hereto irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of Alberta in respect of all matters arising under and in relation to this Agreement and waives, to the fullest extent possible, the defence of an inconvenient forum or any similar defence to the maintenance of proceedings in such courts.

 

8

 

 

(c) The parties hereto confirm that it is their express wish that this Agreement, as well as any documents relating to this Agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only.

 

(d) If any term or provision of this Agreement is determined to be illegal, invalid or incapable of being enforced by any court of competent jurisdiction, that term or provision will be severed from this Agreement and the remaining terms and provisions shall remain in full force and effect. Upon such determination that any term or provision of this Agreement is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible.

 

(e) Each party hereto shall, from time to time and at all times hereafter, at the request of the other party hereto, but without further consideration, do all such further acts, and execute and deliver all such further documents and instruments as may be reasonably required in order to fully perform and carry out the terms and intent hereof.

 

(f) Time shall be of the essence in this Agreement.

 

(g) Each of the Shareholder and the Buyer will pay its own expenses (including the fees and disbursements of legal counsel and other advisers) incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated by this Agreement.

 

(h) This Agreement shall be binding upon and enure to the benefit of the parties hereto and their successors and permitted assigns. Neither party to this Agreement may assign its rights or obligations under this Agreement without the prior written consent of the other party hereto. No assignment shall relieve the assigning party of any of its obligations hereunder.

 

(i) This Agreement may be executed by facsimile or other electronic signature and in counterparts, each of which shall be deemed an original and all of which together constitute one and the same instrument.

 

[SIGNATURE PAGE FOLLOWS]

 

9

 

 

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

 

  HIGH TIDE INC.
   
  By:                                                     
                                                    
                                                    “Raj Grover
    Name:  Raj Grover
    Title: CEO and Director

 

                                                           
     
                                                            
                                                      
    By:                                                                         
      Name:                                                    
      Title:                              
     
    Address:                                                                       
                                                                            
                                                                            
     
    Email:                                                                             

 

  Number of Company Shares Beneficially 8,838,800
  Owned as of the Date of this Agreement:
   
  Number of Company Options Beneficially
  Owned as of the Date of this Agreement:
   
  Number of Company Warrants Beneficially  900,000
  Owned as of the Date of this Agreement:
   
  Number of Company RSUs Beneficially
  Owned as of the Date of this Agreement:
   
  Number of Company Debentures Beneficially
  Owned as of the Date of this Agreement:

 

 

10

 

 

EXHIBIT 99.69

 

   

 

High Tide to Combine with Meta Growth, Creating the Largest Cannabis Retailer in Canada

 

Creates Canada’s Largest Cannabis Retailer with 63 Retail Locations1 and $133 million in Annualized Revenue

 

Annual Cost and Operational Synergies of Approximately $8 million to $9 million

 

Strong Balance Sheet with an Estimated $21 million in Combined Cash to Support Growth

 

CALGARY, Alberta and TORONTO, Ontario, August 21, 2020 - High Tide Inc. (CSE:HITI)(OTCQB: HITIF) (Frankfurt: 2LY) (“High Tide” or the “Company”) and Meta Growth Corp. (TSXV: META) (“Meta Growth” or “META”) are pleased to announce that they have entered into a definitive arrangement agreement dated August 20, 2020 (the “Arrangement Agreement”) pursuant to which High Tide will acquire all of the issued and outstanding shares (the “META Shares”) of Meta Growth (the “Transaction”).

 

Key Transaction Highlights:

 

Pro forma company is currently the single largest Canadian cannabis retailer by revenue with approximately $133 million in annualized revenue.2

 

Creates Canada’s largest cannabis retail network with 63 stores across Ontario, Alberta, Manitoba and Saskatchewan.

 

The combined entity will rank #1 in Ontario based on corporate owned store count3 and will have high-graded its Alberta portfolio to hit the maximum stores allowed.

 

The combined entity is expected to be adjusted EBITDA positive on a post-synergies basis with additional upside from cross-selling opportunities.

 

Annual cost and operational synergies of approx. $8 million to $9 million expected within 12 months of closing of the Transaction.

 

 

1 Represents pro forma store count post store optimizations / closures and is inclusive of locations related to transactions that have yet to close including META’s acquisition of its Kitchener and Waterloo locations and HITI’s divestiture of its KushBar locations.
2 Estimate is based on most recent interim financial statements.
3 Estimated ranking is based on corporate owned locations and comparisons to public peers’ publicly disclosed information. The combined entity will have 8 fully-owned corporate retail locations in Ontario, which is inclusive of locations related to transactions that have yet to close including META’s acquisition of its Kitchener and Waterloo locations.

 

 

 

 

Growth plans include nearly doubling current footprint to approximately 115 locations by the end of 2021 with a focus on Ontario, Canada’s largest cannabis market.

 

The combined entity’s anticipated $21 million4 in cash provides a balance sheet to execute on future growth initiatives.

 

Holders of over 66 2/3% of META’s $21.2 million principal amount convertible debentures have agreed to extend the maturity date by 12 months to November 2022 and have consented to the Transaction, in consideration for reducing the conversion price from $1.08 to $0.22 per High Tide share.

 

The Transaction combines High Tide, a Canadian cannabis retailer with industry leading margins and the first publicly traded cannabis retailer in its peer group to deliver positive adjusted EBITDA, with Meta Growth, a first-mover in Canadian cannabis retail with 33 stores in its network who is well capitalized to support future growth. The combined entity will become the largest Canadian cannabis retailer with 63 locations and approximately $133 million in last quarter annualized revenue.

 

Under the terms of the Arrangement Agreement, shareholders of META (“META Shareholders”) will receive 0.824 of a common share of High Tide (“High Tide Share”) for each META Share held (the “Exchange Ratio”).

 

The Exchange Ratio implies a price per META Share of $0.133, representing a premium of 14%, based on the 10-day volume-weighted average price (“VWAP”) of the META Shares on the TSX Venture Exchange (“TSXV”) and High Tide Shares on the Canadian Securities Exchange (“CSE”) as of August 20, 2020.

 

Management Commentary:

 

“The combination with META is a watershed moment in High Tide’s evolution as we become Canada’s largest and strongest cannabis retailer. Over the last decade High Tide has built a strong foundation for sustainable growth, and this transaction is another example of our ability to execute on strategy with our customers and shareholders in mind,” said Raj Grover, President and Chief Executive Officer of High Tide Inc.

 

“The determination to succeed has always been key to our success, and as the first publicly-traded Canadian cannabis retailer in our peer group to generate positive adjusted EBITDA, we are excited to demonstrate the tremendous strength of this combined entity. Under Mark’s leadership META has established itself as a formidable player, and we are honoured to welcome its customers, employees and stakeholders into the High Tide family. I want to thank and congratulate both teams for this historic achievement,” added Mr. Grover.

 

“This merger is an exciting strategic endeavor intended to lead to enhanced shareholder value” said Mark Goliger, CEO of Meta Growth. “Both companies have complementary retail footprints and similar proven operational efficiency models. We can immediately leverage synergies, increase margins and have double the scale for the combined company’s owned IP and private label initiatives. The new company is now bigger, better and stronger with positive momentum to help break through to new levels and profitability. With ten years of retail experience, I am confident that Raj Grover, as CEO, will be able to steward this company to the next stage of its growth.”

 

 

4 Cash and cash equivalent balance as of August 17, 2020 before transaction costs.

 

2

 

 

Terms of the Transaction

 

The Transaction will be affected by way of a plan of arrangement under the Business Corporations Act (Alberta). Under the terms of the Arrangement Agreement, High Tide will acquire all of the issued and outstanding META Shares, with each META Shareholder receiving 0.824 of a High Tide Share for each META Share, which implies a price per META Share of $0.133 based on the 10-day volume-weighted average price (“VWAP”) of the META Shares on the TSX Venture Exchange (“TSXV”) and High Tide Shares on the Canadian Securities Exchange (“CSE”) as of August 20, 2020. After giving effect to the Transaction, META Shareholders will hold approximately 45.625% ownership in the pro forma entity (on a pro forma fully-diluted in-the-money and as converted basis).

 

Upon completion of the Transaction, two (2) independent directors of Meta will be appointed to serve on the board of directors of High Tide and will replace two (2) directors of High Tide.

 

Raj Grover, CEO of High Tide and his team will lead the combined entity going forward. Mark Goliger, CEO and Mike Cosic, CFO of META Growth will ensure that there is an orderly transition.

 

Following the Transaction, High Tide intends to apply to list the High Tide Shares on the TSXV, and High Tide and Meta Growth intend to apply to delist the High Tide Shares and the Meta Shares from, respectively, the CSE and the TSXV.

 

The Transaction has been unanimously approved by the board of directors of each of High Tide and META Growth. Certain META Growth directors, officers and other significant shareholders representing 14.1% of the outstanding META Shares have entered into voting and support agreements to vote in favour of the Transaction.

 

The Transaction is an arm’s length transaction pursuant to applicable regulatory policies.

 

The Arrangement Agreement contains customary representations, warranties and covenants for transactions of this type, including a termination fee and reverse termination fee of $2 million in the event that the Transaction is terminated as a result of a breach of the non-solicitation covenants and $1 million in the event of breach of representations and warranties. The Arrangement Agreement also provides for a non-solicitation covenant and a provision for the right for each party to match any superior proposal for a period of five business days.

 

It is expected that holders of META options and warrants will receive, upon exercise, the same consideration they would have received as if they were META Shareholders at the closing of the Transaction.

 

3

 

 

The Transaction is subject to, among other things, the approval of META Shareholders at a special meeting (the “Special Meeting”) expected to be convened by META Growth, receipt of required regulatory and court approvals, High Tide Shares listing on the TSXV and other customary conditions of closing. Approval of High Tide shareholders is not required. Additional details of the Transaction will be provided to META Shareholders in an information circular to be mailed in connection with the Special Meeting. It is currently anticipated that, subject to receipt of all regulatory, court, shareholder and other approvals, the Transaction will be completed in the fourth quarter of 2020.

 

The board of directors of META unanimously recommends that META Shareholders vote in favour of the resolution to approve the Transaction at the Special Meeting and has determined that the consideration offered to the holders of META Shares is fair, from a financial point of view, to the META Shareholders. The board of directors of META Growth has obtained a fairness opinion from Echelon Wealth Partners Inc. that states that the consideration to be received by holders of META shares pursuant to the plan of arrangement is fair, from a financial point of view, to the holders of META Shares.

 

Financial and Legal Advisors

 

ATB Capital Markets Inc. is acting as financial advisor and Garfinkle Biderman LLP is acting as legal counsel to High Tide.

 

Echelon Wealth Partners Inc. is acting as financial advisor and Borden Ladner Gervais LLP is acting as legal counsel to META Growth. Echelon Wealth Partners Inc. provided a fairness opinion to the board of directors of META.

 

Conference Call and Investor Presentation

 

High Tide and Meta Growth will hold a joint conference call to discuss the merger on Friday August 21st at 10:30am ET. The conference call may be accessed by dialing either (a) (855) 493-3618 (Toll-Free) or (b) (720) 405-2236 (International) in either case entering conference ID 9243197.

 

In addition, an investor presentation providing an overview of the transaction will be made available on each of High Tide’s and Meta Growth’s investor website.

 

About Meta Growth

 

Meta Growth is a leader in secure, safe and responsible access to legal recreational cannabis in Canada. Through its Canada-wide network of Meta Cannabis Co.™, Meta Cannabis Supply Co.™ and NewLeaf Cannabis™ recreational cannabis retail stores, Meta Growth enables the public to gain knowledgeable access to Canada’s network of authorized Licensed Producers of cannabis. Meta Growth is listed on the TSX Venture Exchange under the symbol (TSXV: META).

 

4

 

 

About High Tide

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of cannabis lifestyle accessories. Its premier Canadian retail brand Canna Cabana spans 34 locations in Ontario, Alberta and Saskatchewan, with additional locations under development across Canada. High Tide has been serving cannabis consumers for over a decade through its numerous lifestyle accessory enterprises including eCommerce platforms Grasscity.com and CBDcity.com, lifestyle and licensed entertainment brand manufacturer Famous Brandz, and its wholesale distribution divisions RGR Canada Inc. and Valiant Distribution.

 

High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Forward Looking Statements

 

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE), accepts responsibility for the adequacy or accuracy of this release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

Cautionary Note Regarding Forward-Looking Statements:

 

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to accretive earnings, anticipated revenue, operational and annual cost synergies of approximately $8 million to $9 million expected within 12 months of closing of the Transaction associated with the acquisition of Meta Growth, statements with respect to internal expectations, estimated margins, expectations for future growing capacity and growth plans, including the future combined company doubling its current footprint to approximately 115 retail locations by the end of 2021 with a focus on Ontario, costs and opportunities, the effect of the transaction on the combined company and its strategy going forward, receipt of regulatory approvals, the competition of any capital project or expansions, the expectations with respect to future production costs, the anticipated timing for the special meeting of Meta Growth’s shareholders and closing of the Transaction, the consideration to be received by shareholders, which may fluctuate in value due to High Tide’s common shares forming the consideration, the satisfaction of closing conditions including, without limitation (i) required Meta Growth shareholder approval; (ii) necessary court approval in connection with the plan of arrangement, (iii) High Tide obtaining the necessary approvals from the Canadian Securities Exchange for the delisting of securities, and the necessary approvals from the TSXV Exchange for the listing of securities in connection with the Transaction; (iv) Meta Growth obtaining the necessary approvals from Meta shareholders and the TSXV for the delisting of the META Shares; and (v) other closing conditions, including, without limitation, obtaining certain consents, the operation and performance of the High Tide and Meta Growth businesses in the ordinary course until closing of the Transaction and compliance by High Tide and Meta Growth with various covenants contained in the Arrangement Agreement. In particular, there can be no assurance that the Transaction will be completed. Forward looking statements are based on certain assumptions regarding High Tide and Meta Growth, including expected growth, results of operations, performance, industry trends, the provinces of Canada in which the combined company will operate removing or increasing caps on the number of private retail store locations to permit the combined company’s retail store growth plan to open approximately 115 retail locations by the end of 2021 with a focus on Ontario, and growth opportunities. While High Tide and Meta Growth consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the retail cannabis markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industries generally; income tax and regulatory matters; the ability of High Tide and Meta Growth to implement their business strategies; competition; crop failure/conditions; currency and interest rate fluctuations and other risks.

 

5

 

 

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

 

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. High Tide and Meta Growth disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. This news release has been approved by the board of directors of each of High Tide and Meta Growth. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in High Tide’s and Meta Growth’s public filings and material change reports that will be filed in respect of this Transaction which are and will be available on SEDAR.

 

CONTACTS – Meta Growth

 

Jessica Patriquin
Tel: 416-640-5525 x 230
Cell: 416-995-8496
jessicap@wearemaverick.com

 

CONTACTS – High Tide

 

Jess Moran

Tel: 519-494-5379
IR@hightideinc.com

 

 

6

 

EXHIBIT 99.70

 

High Tide Inc.

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1: Name and Address of Company

 

High Tide Inc. (“High Tide” or the “Company”)
Unit 112, 11127 - 15 Street N.E.
Calgary, Alberta T3K 2M4

 

Item 2: Date of Material Change

 

August 20, 2020.

 

Item 3: News Release

 

A news release was disseminated on August 21, 2020 and filed on SEDAR at www.sedar.com.

 

Item 4: Summary of Material Change

 

The Company (CSE: HITI) (OTCQB: HITIF) (Frankfurt: 2LY) and Meta Growth Corp. (TSXV: META) (“Meta Growth” or “META”) are pleased to announce that they have entered into a definitive arrangement agreement dated August 20, 2020 (the “Arrangement Agreement”), pursuant to which the Company will acquire all of the issued and outstanding shares (“META Shares”) of META (the “Transaction”).

 

Item 5.1: Full Description of Material Change

 

The Transaction will be affected by way of a plan of arrangement under the Business Corporations Act (Alberta). Under the terms of the Arrangement Agreement, the Company will acquire all of the issued and outstanding META Shares, with each shareholder of META (the “META Shareholders”) receiving 0.824 of a common share of the Company (“High Tide Shares”) for each META Share, which implies a price per META Share of $0.133 based on the 10-day volume-weighted average price of the META Shares on the TSX Venture Exchange (“TSXV”) and High Tide Shares on the Canadian Securities Exchange (“CSE”) as of August 20, 2020. After giving effect to the Transaction, META Shareholders will hold approximately 45.625% ownership in the pro forma entity (on a pro forma fully-diluted in-the-money and as converted basis).

 

Upon completion of the Transaction, two (2) independent directors of META will be appointed to serve on the board of directors of the Company and will replace two (2) directors of the Company.

 

Raj Grover, CEO of the Company and his team will lead the combined entity going forward. Mark Goliger, CEO and Mike Cosic, CFO of META will ensure that there is an orderly transition.

 

Following the Transaction, the Company intends to apply to list the High Tide Shares on the TSXV, and META and the Company intend to apply to delist the META Shares and the High Tide Shares from, respectively, the TSXV and the CSE.

 

The Transaction has been unanimously approved by the board of directors of each of META and the Company. Certain META directors, officers and other significant shareholders representing 14.1% of the outstanding META Shares have entered into voting and support agreements to vote in favour of the Transaction.

 

The Transaction is an arm’s length transaction pursuant to applicable regulatory policies.

 

The Arrangement Agreement contains customary representations, warranties and covenants for transactions of this type, including a termination fee and reverse termination fee of $2 million in the event that the Transaction is terminated as a result of a breach of the non-solicitation covenants and $1 million in the event of breach of representations and warranties. The Arrangement Agreement also provides for a non-solicitation covenant and a provision for the right for each party to match any superior proposal for a period of five business days.

 

 

 

It is expected that holders of META’s options and warrants will receive, upon exercise, the same consideration they would have received as if they were shareholders of the Company at the closing of the Transaction.

 

The Transaction is subject to, among other things, the approval of META Shareholders at a special meeting (the “Special Meeting”) expected to be convened by META, receipt of required regulatory and court approvals, High Tide Shares listing on the TSXV and other customary conditions of closing. Approval of the Company’s shareholders is not required. Additional details of the Transaction will be provided to META Shareholders in an information circular to be mailed in connection with the Special Meeting. It is currently anticipated that, subject to receipt of all regulatory, court, shareholder and other approvals, the Transaction will be completed in the fourth quarter of 2020.

 

The board of directors of the META unanimously recommends that META Shareholders vote in favour of the resolution to approve the Transaction at the Special Meeting and has determined that the consideration offered to the holders of META Shares is fair, from a financial point of view, to the META Shareholders. The board of directors of META has obtained a fairness opinion from Echelon Wealth Partners Inc. that states that the consideration to be received by holders of META Shares pursuant to the plan of arrangement is fair, from a financial point of view, to the holders of META Shares.

 

ATB Capital Markets Inc. is acting as financial advisor and Garfinkle Biderman LLP is acting as legal counsel to the Company.

 

Echelon Wealth Partners Inc. is acting as financial advisor and Borden Ladner Gervais LLP is acting as legal counsel to META. Echelon Wealth Partners Inc. provided a fairness opinion to the board of directors of META.

 

Item 5.2 Disclosure for Restructuring Transactions

 

Not applicable.

 

Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102 (Confidentiality)

 

Not applicable.

 

Item 7: Omitted Information

 

No information has been omitted on the basis that it is confidential information.

 

Item 8: Executive Officer

 

For additional information with respect to this material change, the following person may be contacted:

 

Raj Grover, President, Chief Executive Officer & Director

Tel: (403) 770-9435 Email: raj@hightideinc.com

 

Item 9: Date of Report

 

This report is dated as of the 28th day of August, 2020.

 

2

 

 

Forward-Looking Statements and Information and Cautionary Statements

 

Certain information in this material change report constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this material change report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this material change report include, but are not limited to, statements with respect to accretive earnings, anticipated revenue, operational and annual cost synergies of approximately $8 million to $9 million expected within 12 months of closing of the Transaction associated with the acquisition of META, statements with respect to internal expectations, estimated margins, expectations for future growing capacity and growth plans, including the future combined company doubling its current footprint to approximately 115 retail locations by the end of 2021 with a focus on Ontario, costs and opportunities, the effect of the Transaction on the combined company and its strategy going forward, receipt of regulatory approvals, the completion of any capital project or expansions, the expectations with respect to future production costs, the anticipated timing for the Special Meeting of the META Shareholders and closing of the Transaction, the consideration to be received by shareholders, which may fluctuate in value due to the Company’s common shares forming the consideration, the satisfaction of closing conditions including, without limitation (i) required META Shareholder approval; (ii) necessary court approval in connection with the plan of arrangement, (iii) the Company obtaining the necessary approvals from the CSE for the delisting of securities, and the necessary approvals from the TSXV for the listing of securities in connection with the Transaction; (iv) META obtaining the necessary approvals from META Shareholders and the TSXV for the delisting of the META Shares; and (v) other closing conditions, including, without limitation, obtaining certain consents, the operation and performance of META and the Company’s businesses in the ordinary course until closing of the Transaction and compliance by META and the Company with various covenants contained in the Arrangement Agreement. In particular, there can be no assurance that the Transaction will be completed. Forward looking statements are based on certain assumptions regarding META and the Company, including expected growth, results of operations, performance, industry trends, the provinces of Canada in which the combined company will operate removing or increasing caps on the number of private retail store locations to permit the combined company’s retail store growth plan to open approximately 115 retail locations by the end of 2021 with a focus on Ontario, and growth opportunities. While META and the Company consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the retail cannabis markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industries generally; income tax and regulatory matters; the ability of META and the Company to implement their business strategies; competition; crop failure/conditions; currency and interest rate fluctuations and other risks.

 

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

 

Forward-looking statements contained in this material change report are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof, and thus are subject to change thereafter. META and the Company disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in META’s and the Company’s public filings and reports that will be filed in respect of this Transaction which are and will be available on SEDAR.

 

3

EXHIBIT 99.71

 

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT

 

THIS Agreement is made this 1st, day of September, 2020, with effect as of the 14th day of February, 2020 (the “Effective Date”).

 

BETWEEN:

 

HIGH TIDE INC.
a corporation existing under
the laws of the Province of Alberta
(the “Vendor Parent”)

 

-and-

 

CANNA CABANA INC.
a corporation existing under
the laws of the Province of Alberta
(“Canna Cabana”)

 

-and-

 

KUSHBAR INC.
a corporation existing under
the laws of the Province of Alberta
(“KushBar”; together with Canna Cabana, the “Vendors”)

 

-and-

 

HALO LABS INC.
a corporation existing under
the laws of the Province of Ontario
(the “Purchaser Parent”)

 

-and-

 

HALO KUSHBAR RETAIL INC.
a corporation existing under
the laws of the Province of Alberta
(the “Purchaser”; and together with the Purchaser
Parent, the “Purchaser Parties”)

 

RECITALS:

 

1. The Vendors are party to the Lease Agreements, pursuant to which the Vendors have the right to lease the Premises from the Landlords;

 

2. The Vendor Parent owns, directly or indirectly, all of the issued and outstanding shares and interests of the Vendors;

 

3. The Premises constitute a part of those lands and premises in Alberta, Canada, defined herein as the Lands, the municipal addresses of which are set forth in Schedule “A attached hereto;

 

   

 

4. The Retail Cannabis Licences have been issued in respect of the Licensed Premises;

 

5. The Purchaser intends to engage the Vendor Parent, or its nominee, to provide certain ongoing third-party retail management services in respect of the Licensed Premises;

 

6. Pursuant to the terms and conditions set forth in an Asset Purchase Agreement made effective February 14, 2020 (the “Original Asset Purchase Agreement”), (i) the Vendors agreed to sell, transfer, convey and assign to the Purchaser all of the right, title, estate and interest of the Vendors in and to the Purchased Assets and the Purchaser agreed to purchase and assume the Purchased Assets as at the Closing Date; and (ii) the Purchaser agreed to engage the Vendor Parent, or its nominee, pursuant to the Retail Management Agreement in respect of the Licensed Premises; and

 

7. The Parties wish to amend and restate the Original Asset Purchase Agreement as provided for in this Agreement.

 

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged, the parties hereto agree as follows:

 

Article 1
INTERPRETATION

 

1.1 In this Agreement:

 

(a) Actual Revenue” means the sum derived from the following formula:

 

CR + MR + (MHR x 2)

 

where:

 

CR = the gross revenue generated by the Camrose Store (defined in Schedule A) during the period commencing on the Closing Date and ending on the Revenue Calculation Date;

 

MR = the gross revenue generated by the Morinville Store (defined in Schedule A) during the period commencing on the Closing Date and ending on the Revenue Calculation Date; and

 

MHR = the gross revenue generated by the Medicine Hat Store (defined in Schedule A) during the period commencing on the date that is six (6) months following the Closing Date and ending on the Revenue Calculation Date;

 

(b) Affiliate” means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with, such Person, and includes any Person in like relation to an Affiliate. A Person shall be deemed to “control” another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; and the term “controlled” shall have a similar meaning;

 

(e) AGLC” means Alberta Liquor, Gaming and Cannabis;

 

(f) AGLC Licence Grant” means the grant by the AGLC of a Retail Cannabis Licence to the Purchaser in respect of a Premises;

 

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(g) Agreement” means this asset purchase agreement, including the recitals hereto and all schedules attached hereto, as the same may be amended, modified, supplemented or restated from time to time;

 

(h) Applicable Law” means, all statutes, laws, rules, orders, judgments, writs, injunctions, decrees, law and directions of Governmental Entities having jurisdiction over the Purchased Assets, the parties or the transaction contemplated herein;

 

(i) Asset Price” means the price of each of the Premises, as set forth in Schedule “A attached hereto;

 

(j) Assumed Liabilities” has the meaning set forth in Section 2.2;

 

(k) Business Days” means all days other than Saturdays, Sundays and all other days that are statutory holidays in the Province of Alberta or Ontario, and “Business Day” means any one of the Business Days;

 

(l) Change of Control” means (a) the acquisition, directly or indirectly, by a third party of securities of the Purchaser representing outstanding securities of the Purchaser to which are attached more than 50% of the votes that may be cast to elect the directors or the Purchaser after completion of such transaction (whether by way of a sale of securities, amalgamation or otherwise), or (b) the sale or exclusive license to a third party of all or substantially all of the assets of the business of the Purchaser, on a consolidated basis;

 

(m) CIPO Application” means Canadian Intellectual Property Office as application number                        with respect to the Intellectual Property;

 

(n) Closing” means the closing of the purchase and sale transaction provided for in this Agreement;

 

(o) Closing Date” means such date which is three (3) Business Days following the satisfaction or waiver of the Purchaser’s Condition and the Vendor’s Conditions, or such other date as the parties may mutually agree in writing;

 

(p) Condition Date” means October 30, 2020;

 

(q) Conversion Shares” means Purchaser Parent Shares issued under and pursuant to the Convertible Note;

 

(r) Convertible Note” has the meaning set forth in Section 3.1(b);

 

(s) CSE” means the Canadian Securities Exchange;

 

(t) Damages” means any losses, liabilities, damages, out of pocket expenses or costs (including reasonable legal fees and expenses), contingent or otherwise, whether liquidated or unliquidated, whether resulting from an action, suit, proceeding, arbitration, application, cause of action, claim or demand that is instituted or asserted by a third party, including a Governmental Entity, or a cause, matter, thing, act, omission or state of facts not involving a third party;

 

(u) Earn-Out Shares” means Purchaser Parent Shares issued under and pursuant to the Earn-Out Note;

 

(v) Effective Date” has the meaning ascribed thereto on the first page of this Agreement;

 

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(w) Encumbrances” means all registrations, mortgages, pledges, charges, liens, debentures, trust deeds, assignments by way of security, security interests, conditional sales contracts or other title retention agreements or similar interests or instruments charging, or creating a security interest in, the Purchased Assets or any part thereof or interest therein, and any agreements, leases, options, easements, rights-of-way, restrictions, executions or other encumbrances, liens or interests (including notices or other registrations in respect of any of the foregoing) affecting title to the Purchased Assets or any part thereof or interest therein;

 

(x) Environmental Laws” means any and all statutes, laws, regulations, orders, bylaws, permits, guidelines and other lawful requirements of any federal, provincial, municipal or other Governmental Entity having jurisdiction over the Lands and the Premises in force with respect, in any way, to the environment, health or occupational health and safety, including with respect, in any way, to the protection of people, plants, animals, natural ecosystems and the natural environment (including in the context of the development of land, workplace safety and otherwise), and including all applicable policies, guidelines and standards with respect to the foregoing as adopted by any of those Governmental Entities from time to time. Without limiting the foregoing, Environmental Laws shall include the Environmental Protection and Enhancement Act of Alberta and the regulations proclaimed thereunder, as amended from time to time and any statute or regulations enacted in replacement thereof;

 

(y) Event of Default” has the meaning set forth in Section 7.5;

 

(z) ETA” means the Excise Tax Act (Canada), including the regulations proclaimed thereunder, as the same may be amended from time to time and including any statute or regulations enacted in replacement thereof;

 

(aa) Governmental Entity” means any federal, national, foreign, state, provincial, municipal, or local government, administrative agency or commission, regulatory body, court, tribunal or other governmental authority or instrumentality or any stock exchange, including the CSE and NEO;

 

(bb) GST” means goods and services tax payable in accordance with the ETA;

 

(cc) Guarantee” means the form of limited recourse guarantee appended to this Agreement as Exhibit 2;

 

(dd) including” means “including, without limitation,” (and “includes” has a corresponding meaning), unless otherwise expressly stated (e.g. including only);

 

(ee) Indemnified Parties” means a party’s Affiliates and each of their respective directors, officers, employees and agents;

 

(ff) Intellectual Property” means trademark “KushBar”;

 

(gg) ITA” means the Income Tax Act (Canada), including the regulations proclaimed thereunder, as the same may be amended from time to time and including any statute or regulations enacted in replacement thereof;

 

(hh) Landlord Consent” means the consent in writing of a Landlord to the assignment of a Lease Agreement to the Purchaser;

 

(ii) Landlords” means the landlords under the Leases, as set forth in Schedule “A attached hereto;

 

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(jj) Lands” means those lands and premises in Alberta, Canada, within which the Premises are located, the current municipal address of which are set forth under the columns, “Municipal Addresses”, respectively, in Schedule “A attached hereto;

 

(kk) Lease Agreements” means the lease agreements, as set forth in Schedule “A attached hereto;

 

(ll) Lease Assignment and Assumption Agreement” has the meaning set out in Section 9.2(g);

 

(mm) Lease Transfer” means, with respect to any Lease, either a Landlord Consent or a Sublease;

 

(nn) Licensed Premises” means the Premises for which a Retail Cannabis Licence has been issued;

 

(oo) Misrepresentation” means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made;

 

(pp) Municipality” means the municipal corporation established pursuant to the laws of the Province of Alberta having jurisdiction over the Lands, as more particularly set forth under the column “Municipality” in Schedule “A attached hereto;

 

(qq) NEO” means NEO Exchange Inc.;

 

(rr) Person” includes an individual, a corporation, a partnership, a trust, an unincorporated organization, a Governmental Entity, and the executors, administrators or other legal representatives of an individual in such capacity;

 

(ss) Pledge of Shares” means the pledge agreement appended to this Agreement as Exhibit 4;

 

(tt) Premises” means the premises leased under the Lease Agreements, the approximate square footage of which is set forth under the column “Square Footage” in Schedule “A attached hereto;

 

(uu) Purchase Price” has the meaning ascribed thereto in Section 3.1;

 

(vv) Purchased Assets” means collectively, all of the right, title, estate and interest of the Vendors in and to the following with respect to the Transferred Premises:

 

(i) the Lease Agreements;

 

(ii) the Premises, including all existing tenant’s fixtures and leasehold improvements, if any, therein;

 

(iii) inventory on-hand, plus any inventory pre-purchased but not yet received; and

 

(iv) the Intellectual Property;

 

(ww) Purchaser” has the meaning set out on page 1 hereof;

 

(xx) Purchaser Parent” has the meaning set out on page 1 hereof;

 

(yy) Purchaser Parties” means, collectively, the Purchaser Parent and the Purchaser;

 

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(zz) Purchaser Parent Public Record” means all information filed by or on behalf of the Purchaser Parent with the Securities Authorities since October 2, 2018, in compliance, or intended compliance, with any Applicable Law prior to the date hereof, which is available for public viewing on the System for Electronic Document Analysis and Retrieval website under the Purchaser Parent’s profile at www.sedar.com;

 

(aaa) Purchaser Parent Shares” means common shares in the capital of the Purchaser Parent;

 

(bbb) Purchaser’s Condition” has the meaning set out in Section 8.1;

 

(ccc) Purchaser’s Solicitors” means Dentons Canada LLP;

 

(ddd) Regulatory Management Agreement” has the meaning ascribed thereto in Section 5.2;

 

(eee) Retail Cannabis Licence” has the meaning ascribed to the term “cannabis licence” pursuant to the Gaming, Liquor and Cannabis Act (Alberta);

 

(fff) Retail Management Agreement” has the meaning ascribed thereto in Section 5.1;

 

(ggg) Revenue Calculation Date” means the one (1) year anniversary following the first (1st) day of the first month immediately following the month in which the Closing Date occurs;

 

(hhh) Security Agreement” means the security agreement appended to this Agreement as Exhibit 3;

 

(iii) Securities Authorities” means, collectively, the securities commissions or similar securities regulatory authorities in each of the provinces or territories of Canada;

 

(jjj) Securities Laws” means the Securities Act (Ontario) and any other applicable federal and provincial securities laws;

 

(kkk) Sublease” means a sublease by one of the Vendors to the Purchaser of one of the Leases;

 

(lll) Target Revenue” means                       ;

 

(mmm) Transferred Premises” means the Premises for which a Lease Transfer has been obtained prior to the Condition Date;

 

(nnn) US Cannabis Laws” means the Controlled Substances Act, 21 USC 801 et seq., as it applies to marihuana (including any implementing regulations and schedules in effect at the relevant time) or any other U.S. federal law the violation of which is predicated upon a violation of the Controlled Substances Act as it applies to marihuana;

 

(ooo) Vendor Parent” has the meaning set out on page 1 hereof;

 

(ppp) Vendor Parties” means, collectively, the Vendor Parent and the Vendors;

 

(qqq) Vendors” has the meaning set out on page 1 hereof;

 

(rrr) Vendor’s Conditions” has the meaning set out in Section 8.2; and

 

(sss) Vendor’s Solicitors” means Garfinkle Biderman LLP.

 

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1.2 The following schedules and exhibits are attached hereto and form a part of this Agreement:

 

(a) Schedule “A” – Lands and Premises;

 

(b) Schedule “B” – Retail Management Agreement;

 

(c) Exhibit 1 – Convertible Note;

 

(d) Exhibit 2 – Guarantee;

 

(e) Exhibit 3 – Security Agreement; and

 

(f) Exhibit 4 – Pledge of Shares.

 

1.3 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

 

1.4 Time shall be of the essence of this Agreement.

 

1.5 Grammatical variations of any terms defined herein have similar meanings; words importing the singular number shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter genders. The division of this Agreement into separate articles, sections, subsections, paragraphs and subparagraphs, and the insertion of headings and marginal notes and references are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

 

1.6 If at any time any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, to the extent permitted by applicable law, the validity, legality and enforceability of any remaining provisions (and of such provision under the law of any other jurisdiction) shall not in any way be affected or impaired.

 

1.7 This Agreement and everything herein contained shall extend to, bind and enure to the benefit of the parties hereto and their respective successors and permitted assigns.

 

1.8 All references to currency in this Agreement shall be deemed to be references to Canadian dollars.

 

1.9 No supplement, modification, waiver or amendment of this Agreement shall be binding unless executed in writing by the parties hereto or their respective solicitors.

 

1.10 No waiver of any of the provisions of this Agreement shall constitute or shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall any waiver constitute a continuing waiver unless otherwise expressed or provided.

 

1.11 Any notice, approval, waiver, agreement, instrument, document or communication permitted, required or contemplated in this Agreement may be given or delivered and accepted or received by the Vendor’s Solicitors on behalf of the Vendor Parties and by the Purchaser’s Solicitors on behalf of the Purchaser Parties and any tender of closing documents and any part of the Purchase Price may be made upon the Vendor’s Solicitors and the Purchaser’s Solicitors, as the case may be.

 

1.12 If the date or the final date, as applicable, for making any payment hereunder or the date for doing any act shall not be a Business Day, such date shall be extended to the next Business Day.

 

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Article 2
AGREEMENT OF PURCHASE AND SALE AND ASSUMED LIABILITIES

 

2.1 On and subject to all of the terms and conditions hereof, the Vendors agree to sell, transfer, assign and convey the Purchased Assets to the Purchaser free and clear of all Encumbrances and the Purchaser hereby agrees to purchase and assume the Purchased Assets, as at the Closing Date and at and for the Purchase Price.

 

2.2 Provided that Closing occurs, the Purchaser Parties covenant and agree in favour of the Vendor Parties that the Purchaser Parties shall discharge, satisfy, fulfill and perform all of the obligations and liabilities of the Vendors incurred or accruing or to be satisfied, fulfilled and performed on and after the Closing Date under the Lease Agreements with respect to matters that arise from and after the Closing Date, as modified, amended, restated or replaced from time to time (the “Assumed Liabilities”).

 

Article 3
PURCHASE PRICE

 

3.1 Subject to Section 3.2, the purchase price payable by the Purchaser Parties hereunder for the Purchased Assets (the “Purchase Price”), shall be $5,300,000, allocated among the Purchased Assets in accordance with Asset Price allocations set forth in Schedule “A” and shall be payable as follows:

 

(a) the Purchaser Parent has paid $3,500,000 to the Vendor Parent as a deposit on the Effective Date or forthwith following the receipt of approval from the NEO to proceed with the applicable issuance, subject to refund pursuant to Section 3.4, to be satisfied through the issuance by the Purchaser Parent of 13,461,538 Purchaser Parent Shares to the Vendor Parent at a deemed price of $0.26 (the “Consideration Share Price”) per Purchaser Parent Share (the “Deposit Shares”);

 

(b) the Purchaser Parent will pay $1,800,000 to the Vendor Parent on the Closing Date, by way of issuance of a convertible promissory note substantially in the form attached hereto as Exhibit 1 (the “Convertible Note”); and

 

(c) the Purchaser will pay cash consideration to the Vendor Parent on the Closing Date equal to the actual cost of inventory on-hand, plus the actual cost of any inventory pre-purchased but not yet received in respect of all of the Transferred Premises (provided that the Purchaser is provided with supporting documentation in respect of any such costs and that such costs were incurred in the ordinary course of business), subject to a maximum of $100,000 per Transferred Premises, and provided that any amounts in excess of such $100,000 are subject to the prior written consent of the Purchaser.

 

3.2 Earn-Out Provisions:

 

(a) No later than 15 days following the Revenue Calculation Date, the Purchaser Parent shall deliver to the Vendor Parent a statement that sets forth, in reasonable detail, the Purchaser Parent’s calculation of the Actual Revenue, along with documentation that reasonably supports such calculation (collectively, the “Statement”).

 

(b) If the Vendor Parent either has no objections to the Statement and, therefore, does not deliver a Dispute Notice (defined below) to the Purchaser Parent, or if the Vendor Parent otherwise fails to deliver a Dispute Notice to the Purchaser Parent within the time period required by the immediately following sentence, then the Statement, including the calculation of the Actual Revenue set forth therein, shall be deemed to be, and shall become, final, binding and conclusive on the Parties. If the Vendor Parent disputes the Purchaser Parent’s calculation of the Actual Revenue as set forth in the Statement, the Vendor Parent shall, by no later than 4:00 p.m. EST on the tenth (10th) day Purchaser Parent delivers the Statement, prepare and deliver to the Purchaser Parent a written notice of dispute (the “Dispute Notice”), which Dispute Notice shall (i) specifically identify, and provide a reasonably detailed explanation of, the basis upon which the Vendor Parent has delivered the Dispute Notice, and (ii) set forth the Vendor Parent’s calculation of the Actual Revenue along with documentation that reasonably supports such calculation.

 

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(c) If the Vendor Parent timely delivers a Dispute Notice to the Purchaser Parent in accordance with subsection (b) above, the Vendor Parent and the Purchaser Parent shall attempt to reconcile their differences, and any resolution by them as to any such dispute shall be final, binding and conclusive on all of the Parties. If the Vendor Parent and the Purchaser Parent are unable to resolve any such dispute within 10 days of the Purchaser Parent’s receipt of the Dispute Notice, the Vendor Parent and the Purchaser Parent shall forthwith (and in any event within 5 days) submit the dispute for resolution to KPMG, or, if KPMG provides written notice to the Vendor Parent and Purchaser Parent that it is unwilling to act, PwC (the “Accounting Firm”). The Accounting Firm shall be instructed to determine and deliver to the Vendor Parent and the Purchaser Parent within 10 Business Days after receipt of all such submissions (which shall include all documentary materials and analyses that the Vendor Parent and the Purchaser Parent believe relevant to a resolution of the dispute) by the Vendor Parent and the Purchaser Parent (such submissions to be delivered to the Accounting Firm within 5 Business Days of the engagement of the Accounting Firm), a final report (the “Final Report”) containing the Accounting Firm’s determination of the amount of Actual Revenue and such Final Report and the determinations contained therein shall be final, binding and conclusive on all of the Parties. If the Final Report concludes that the Actual Revenue was within 3% of the amount set forth in Statement, the fees and disbursements of the Accounting Firm shall be paid by the Vendor Parent when due. If the Final Report concludes that the Actual Revenue was not within 3% of the amount set forth in Statement, the fees and disbursements of the Accounting Firm shall be paid by the Purchaser Parent when due.

 

If the Actual Revenue (as finally determined) as of Revenue Calculation Date is equal to or greater than the Target Revenue, then (i), as of the Revenue Calculation Date, the Purchase Price will be deemed to be $5,700,000, and such additional $400,000 shall be allocated pro rata among the Purchased Assets, and (ii) forthwith following final determination of the Actual Revenue, the Purchaser Parent shall issue to the Vendor Parent a convertible note in substantially the same form as the Convertible Note, dated effective the Revenue Calculation Date (the “Earn-Out Note”); provided that, the Earn-Out Note shall be for a principal amount of $400,000 and no payment under the Earn-Out Note shall become due and payable until the first payment under the Convertible Note following issuance of the Earn-Out Note becomes due and payable.

 

(d) If the Actual Revenue (as finally determined) as of Revenue Calculation Date is less than the Target Revenue, but greater than $4,400,000 (the amount of the difference between the Target Revenue and the Actual Revenue called the “Reduction Amount”) then (i), as of the Revenue Calculation Date, the Purchase Price will be deemed to be $5,700,000 less the Reduction Amount, and the difference between $5,700,000 and the Reduction Amount shall be allocated pro rata among the Purchased Assets, and (ii) forthwith following final determination of the Actual Revenue in accordance with this Section 3.2, the Purchaser Parent shall issue to the Vendor Parent the Earn-Out Note; provided that, the Earn-Out Note shall be for a principal amount equal to the sum of $400,000 less the Reduction Amount, and no payment under the Earn-Out Note shall become due and payable until the first payment under the Convertible Note following issuance of the Earn-Out Note becomes due and payable.

 

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(e) If the Actual Revenue (as finally determined) as of Revenue Calculation Date is equal to or less than                       , the Purchase Price shall remain $5,300,000 and the Purchaser Parent shall not be required to issue an Earn-Out Note to the Vendor Parent.

 

3.3 Provided that the Purchaser Parent has received the Consultant Exemption Exchange Approval (as defined below), the Purchaser Parent shall issue the Convertible Note and all of the common shares issuable upon the exercise thereof (collectively, the “Closing Securities”) to the Vendor Parent free and clear of all encumbrances pursuant to prospectus exemptions under Applicable Laws and the Closing Securities will not be subject to “restricted period” within the meaning of section 2.5 of National Instrument 45-102 – Resale Restrictions or any restrictions on resale imposed by the NEO, and will not contain any restrictive legends, provided that the Vendor Parent qualifies as a “consultant” (as defined in National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) of the Purchaser Parent.

 

3.4 If (A) the Purchaser Parties terminate this Agreement pursuant to Section 11.2; or (B) if the Purchaser’s Conditions and Vendor’s Conditions are met on or prior to the Condition Date and the Vendor Parties refuse to proceed to Closing; then the Vendor Parent will forthwith return all of the Deposit Shares to the Purchaser Parent or, if the Vendor Parent has sold any portion of the Deposit Shares, then the Vendor Parent will forthwith refund the gross proceeds (less customary brokerage costs and commissions) of the sale of such Deposit Shares to the Purchaser Parent and return Deposit Shares that were not sold, provided that such refund will be reduced by the actual amount of expenses that the Vendor Parent has reasonably incurred after the Effective Date in relation to Premises from which no retail business of the Vendors is being carried-on (and provided that the Purchaser Parties are provided with supporting documentation in respect of any such expenses).

 

In the event that (i) the Purchaser Parties terminate this Agreement for any reason other than pursuant to Section 11.2; or (ii) the Vendor Parent terminates this Agreement based on a Closing not having occurred based on the non-satisfaction or non-waiver of any of the Purchaser’s Conditions or Vendor’s Conditions; then the Deposit Shares shall be immediately forfeited by the Purchaser Parties.

 

Notwithstanding the foregoing, if an Event of Default or a Change of Control occurs, then the Deposit Shares and any consideration received by the Vendor Parent in consideration for any Deposit Shares will not be refunded to the Purchaser Parties.

 

3.5 The Purchaser and the Vendor Parties shall jointly elect under subsection 167(1) of the ETA and under any similar provision of any applicable provincial legislation imposing a similar value added or multi-staged tax, that no tax be payable with respect to the purchase and sale of the Purchased Assets pursuant to this Agreement. The Purchaser and the Vendor Parties shall make those elections in prescribed form containing prescribed information and shall file those elections in compliance with the requirements of applicable legislation.

 

3.6 The Vendor Parent may not, during any trading day following the issuance of the Deposit Shares, enter into any transaction or series of transactions, through the facilities of the NEO or any stock exchange on which the Purchaser Parent Shares are then listed, that results in the sale of a number of Deposit Shares that is greater than 10% of the total daily volume of the Purchaser Parent Shares traded on such stock exchange for that trading day. Upon the written request of the Purchaser Parent, which request may not be made more than once per calendar month, the Vendor Parent shall deliver to the Purchaser Parent a written report that sets out the material details of any such sale, including the sale price thereof. Notwithstanding the foregoing, if an Event of Default or Change of Control occurs, then the Vendor Parent may sell all of the Conversion Shares and Deposit Shares immediately.

 

3.7 The Vendor Parties and the Purchaser Parties agree that the Purchase Price shall be allocated among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective public accountants, negotiating on their behalf.

 

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Article 4
RISK AND RESPONSIBILITY

 

4.1 Except as otherwise expressly set forth herein, the Premises shall be at the sole risk and responsibility of the Vendor Parties until 12:00 o’clock noon on the Closing Date.

 

Article 5
Vendor services

 

5.1 The Vendor Parent and the Purchaser Parent agree to proceed diligently and in good faith to negotiate and settle the terms of the retail management agreement (the “Retail Management Agreement”) for execution, with Schedule “B” hereto serving as a bare minimum for the Retail Management Agreement.

 

5.2 The Vendor Parent and the Purchaser have entered into a regulatory management agreement (the “Regulatory Management Agreement”) dated as of the Effective Date.

 

5.3 Following the Closing Date, the Vendor Parties and the Purchaser agree that the Vendor Parties will include the Transferred Premises on any data reporting agreement that the Vendor Parties or any one of them have entered into with a third party or enter into with a third party following the Closing Date, and the Vendor Parties will pay a monthly fee to the Purchaser equal to 50% of the profits realized by the Vendor Parties under such data reporting agreements attributable to Transferred Premises that have received a Retail Cannabis Licence.

 

5.4 Following the Closing Date and conditional upon the Purchaser (or an Affiliate thereof):

 

(a) receiving a licence issued under the Cannabis Act (Canada), including with respect to the cultivation, sale or processing of cannabis; and

 

(b) receiving a licence, if applicable, from AGLC for the sale of the Purchaser’s (or its Affiliates) cannabis products in Alberta;

 

the Vendor Parties agree use their best efforts to list all of the Purchaser’s products in the retail cannabis stores operated by the Vendor Parties, or any of them.

 

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Article 6
VENDOR’S REPRESENTATIONS, WARRANTIES & COVENANTS

 

6.1 As a material inducement to the Purchaser Parties entering into this Agreement and completing the transaction and acknowledging that the Purchaser Parties are entering into this Agreement in reliance upon the representations and warranties of the Vendor Parties set out herein, the Vendor Parties, jointly and severally, hereby represent and warrant to the Purchaser Parties that:

 

(a) the Vendor Parties are corporations duly organized and validly existing under the laws of the jurisdiction of incorporation of the Vendor Parties and are authorized to carry on business in the province of Alberta;

 

(b) the Vendor Parties have the corporate power and authority to own or lease each of the Purchased Assets, carry on their business as now being conducted and to sell, assign, transfer, convey and set over their respective interest in and to the Purchased Assets according to the intent and meaning of this Agreement;

 

(c) the execution, delivery and performance of this Agreement has been duly and validly authorized by any and all requisite corporate actions and will not result in any violation of, be in conflict with or constitute a default under any articles, charter, bylaw or other governing document to which the Vendor Parties are bound;

 

(d) the Vendor Parties are the legal and beneficial owners of the Purchased Assets, which will be free and clear of all Encumbrances on Closing, and no Person other than the Purchaser has any right of refusal, option or other right to acquire the Vendors’ interest in any of the Purchased Assets;

 

(e) there are no actions, suits, hearings, arbitrations, audits, charges, orders (draft or otherwise), judgments, injunctions, decrees, awards, writs, proceedings (public or private) or investigations that have been brought by or against any governmental authority or any other person pending or, to the knowledge of the Vendor Parties, threatened against or affecting the Vendor Parties or the Purchased Assets or that seek to prevent, enjoin, alter or delay the transactions provided for by this Agreement;

 

(f) the Vendor Parties are not an insolvent Person within the meaning of the Bankruptcy and Insolvency Act (Canada) and has not made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof, and no petition for a receiving order has been presented in respect of it. The Vendor Parties have not initiated proceedings with respect to a compromise or arrangement with their creditors or for their winding up, liquidation or dissolution. No receiver or interim receiver has been appointed in respect of them or any of their undertakings, property or assets and no execution or distress has been levied on any of its undertakings, property or assets, nor have any proceedings been commenced in connection with any of the foregoing;

 

(g) this Agreement and any other agreements delivered in connection herewith constitute valid and binding obligations of the Vendor Parties enforceable against the Vendor Parties in accordance with their terms;

 

(h) the Vendor Parties are conducting their business in compliance with all Applicable Laws. Since the date the Vendor Parties commenced carrying on business, the Vendor Parties conducted their business in material compliance with all Applicable Laws;

 

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(i) the Vendors do not have, and have never had, any employees in relation to their business, other than current employees of the Transferred Premises that have received Retail Cannabis Licences;

 

(j) with respect to the Lease Agreements and the Premises:

 

(i) true and complete copies of the Lease Agreements, including any amendments thereof, have been made available to the Purchaser Parties for review;

 

(ii) each Lease Agreement is full force and effect and in good standing with no amendments. There are no current or, to the knowledge of the Vendor Parties, pending negotiations with respect to the renewal, repudiation or amendment of the Lease;

 

(iii) all payments required to be made by the Vendor Parties under the Lease Agreements have been paid, there are no outstanding defaults or violations in any material respect under the Lease on the part of the Vendor Parties or, to the knowledge of the Vendor Parties, on the part of the Landlords, there are no known disputes between the Vendor Parties and the Landlords and the Vendor Parties have not sublet, assigned, licensed or otherwise conveyed any rights in the Lease Agreements or the Premises to any other person;

 

(iv) the Vendor Parties have adequate rights of ingress and egress to and from all of the Premises for the operation of their business in the ordinary course;

 

(v) the current uses of each Premises by the Vendor Parties comply in all material respects with all Applicable Laws;

 

(vi) no alterations, repairs, improvements or other work have been ordered, directed or requested in writing under any Applicable Law by the Vendor Parties, or, to the knowledge of the Vendor Parties, by any other person, with respect to the Premises or the buildings and structures thereon or with respect to any of the plumbing, heating, elevating, water, drainage or electrical systems, fixtures or works, which alteration, repair, improvement or other work for the Premises that has not been completed;

 

(vii) there is nothing owing by the Vendor Parties in respect of the supply to or the use by it of water, gas, electrical power or energy, steam or hot water, or other utilities relating to the Premises (except for current accounts the payment dates of which have not yet passed);

 

(viii) to the knowledge of the Vendor Parties, no part of any Premises has been taken or expropriated by any body having power of expropriation, nor, to the knowledge of the Vendor Parties, has any legal proceeding or written notice in respect of any such expropriation been commenced, given or threatened;

 

(k) with respect to the Intellectual Property:

 

(i) none of the Vendor Parties has made any trade-mark registrations, trade-mark applications, copyright registrations, copyright applications or any other intellectual property registrations in any jurisdiction, other than the CIPO Application;

 

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(ii) the execution and delivery of this Agreement and the completion and performance of the transactions and obligations contemplated by or contained in this Agreement will not breach, violate or conflict with any instrument or agreement governing any Intellectual Property right, and will not cause the forfeiture or termination of any Intellectual Property right or in any way exclude the right of the Vendor to use, sell, license or dispose of or to bring any action for the infringement of any Intellectual Property right (or any portion thereof);

 

(iii) to the knowledge of the Vendor Parties, the conduct of the business carried-on by the Vendor Parties does not infringe upon any intellectual property right, domestic or foreign, of any Person;

 

(iv) there are no royalties, honoraria, fees or other payments payable by the Vendor Parties to any person by reason of the ownership, use, license, sale or disposition of the Intellectual Property;

 

(l) The Vendor Parties have paid all federal and provincial income taxes that are due and payable;

 

(m) the Vendor Parties are not a non-resident of Canada for purposes of the ITA;

 

(n) each of the Vendor Parties is a GST resident under the Excise Tax Act (Canada);

 

(o) the Retail Cannabis Licences are in force and effect in accordance with the conditions thereof;

 

(p) provided that the Lease Transfer has been obtained in respect of the Transferred Premises and that the AGLC has approved the transfer of the Licensed Premises, the Vendors have the full right and authority to transfer and assign the Purchased Assets to the Purchaser;

 

(q) the information contained in the documents, certificates and written statements (including this Agreement and the schedules hereto) furnished to Purchaser Parent by or on behalf of Vendor Parties with respect to the Vendor Parties, their business and the Purchased Assets is true and complete in all material respects; and

 

(r) the Vendor Parties have made available to the Purchaser Parent for review, true and complete copies of any material information and details requested by the Purchaser Parent with respect to the Purchased Assets, and the Vendor Parties confirm that any of the following items provided to the Purchaser Parent, if actually provided, are materially accurate as of the Effective Date: (i) physical condition, (ii) regulatory status, (iii) tax status, (iv) sales figures, (v) costs incurred, (vi) capital expenditures incurred and to be incurred, (vii) construction costs, (viii), actual or threatened litigation, (ix), labour disputes, (x), environmental issues, (xi) disputes with vendors and suppliers, (xii) discontinuation of best selling products, (xiii) systems (including Cova and Sage X3), (xiv) security, and (xv) disputes with owners of neighboring premises and properties (collectively, the “Material Information Disclosure”), and other than as disclosed in the Material Information Disclosure, the Vendor Parties have no actual knowledge of any facts relating to the Purchased Assets which have, or could reasonably be expected to have, a material adverse effect on the Purchased Assets.

 

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6.2 The representations and warranties of the Vendor Parties set forth in Section 6.1 shall not merge on the closing of the transaction contemplated herein but shall survive beyond the Closing Date for a period of 18 months provided that any claim in respect of the breach of any such representation and warranty (whether pursuant to Article 9 of this Agreement or otherwise) shall be made prior to the expiry of such period.

 

6.3 From and after the date hereof and until the Closing Date, the Vendor Parties shall not do anything which would cause any of the warranties or representations contained herein to become untrue or incorrect in any material respect and in all events shall forthwith notify the Purchaser Parties in writing if the Vendor Parties becomes aware that any warranty or representation becomes untrue or incorrect in any material respect.

 

6.4 The Purchaser Parties shall comply with any reasonable requests of the Landlords that are required as conditions to the Lease Transfers.

 

6.5 Except for the representations, warranties, covenants and certifications of the Vendor Parties expressly set out in this Agreement and any closing documents delivered by the Vendor Parties, the Purchaser irrevocably acknowledges and agrees, without condition, reservation or qualification of any kind whatsoever, that the Purchased Assets are being purchased by the Purchaser strictly on an “as is, where is” basis, without any express or implied agreement or representation and warranty or certification of any kind whatsoever or any liability or obligation by or on behalf of the Vendor Parties as to any matter concerning or relating to the Purchased Assets.

 

6.6 Each of the Vendor Parties covenants that it shall from time to time, before or after the Closing, assist, provide information (including financial information), and cooperate with the Purchaser Parties as may be reasonably necessary or desirable in order for the Purchaser Parent to complete all required post-Closing securities filings within the prescribed time period, including: (i) a business acquisition report (if required pursuant to Part 8 of the National Instrument 51-102 – Continuous Disclosure Obligations) and (ii) any post-trade reports.

 

6.7 The Vendor Parties, jointly and severally, hereby covenant that, during the period from the date of this Agreement to the Closing Date, the Vendor Parties shall:

 

(a) permit the Purchaser Parties to examine all books and records that relate to the Purchased Assets;

 

(b) use reasonable commercial efforts to (i) preserve the Vendors’ business and (ii) preserve the relationships of the Vendor with suppliers, customers and others having business relations with it with respect to their business;

 

(c) maintain all of the property and assets of the Vendors’ business (including the Purchased Assets) in the same condition as they now exist, ordinary wear and tear excepted and other than as a result of changes in the ordinary course of business or pursuant to this Agreement;

 

(d) maintain the Vendors’ books and records in the ordinary course and record all transactions on a basis consistent with past practice;

 

(e) keep in full force all of the current insurance policies of the Vendors’ business;

 

(f) use reasonable commercial efforts to obtain from the Landlords their respective consent to the assignment of the Leases to the Purchaser;

 

(g) forthwith advise the Vendor of any breach of any representation or warranty of the Vendor Parties contained herein;

 

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(h) take all steps reasonably necessary to assist the Purchaser Parent with obtaining the approval of the NEO to issue the Conversion Shares and Earn-Out Shares (including in reliance on the prospectus exemption in section 2.24 of NI 45-106), including the submission of a Personal Information Form in respect of the Vendor Parent and the directors and officers thereof, if requested by NEO;

 

(i) ensure that the Vendors do not, without the prior written consent of the Purchaser Parties:

 

(i) fail to carry on their business in substantially the same manner as the same were carried-on immediately prior to execution of this Agreement;

 

(ii) complete any transaction with any Person that does not deal at arm’s length (as such term is contemplated under the Income Tax Act (Canada)) out of the ordinary course of business;

 

(iii) create, incur or assume any encumbrance upon any of the properties or assets of their business out of the ordinary course of business;

 

(iv) dispose of any of the properties or assets of their business except in the ordinary course of business;

 

(v) terminate or waive any right of substantial value of their business;

 

(vi) enter into any transaction or incur any obligation or liability, except in the ordinary course of business.

 

Article 7
PURCHASER’S REPRESENTATIONS, WARRANTIES and covenants

 

7.1 As a material inducement to the Vendor Parties entering into this Agreement and completing the transaction and acknowledging that the Vendor Parties are entering into this Agreement in reliance upon the representations and warranties of the Purchaser Parties set out herein, the Purchaser Parties hereby jointly and severally represent and warrant to the Vendor Parties that:

 

(a) the Purchaser is a corporation duly organized and validly existing under the laws of the jurisdiction of incorporation of the Purchaser and is authorized to carry on business in the province of Alberta;

 

(b) the Purchaser has the corporate power and authority to acquire the Purchased Assets according to the intent and meaning of this Agreement;

 

(c) the Purchaser is registered in accordance with Part IX, Division V, Subdivision D of the ETA, and its registration number is                                            ;

 

(d) the execution, delivery and performance of this Agreement has been duly and validly authorized by any and all requisite corporate, shareholders’ and directors’ actions and will not result in any violation of, be in conflict with or constitute a default under any articles, charter, bylaw or other governing document to which the Purchaser is bound;

 

(e) the Purchaser is not an insolvent Person within the meaning of the Bankruptcy and Insolvency Act (Canada) and has not made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof, and no petition for a receiving order has been presented in respect of it. The Purchaser has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver or interim receiver has been appointed in respect of it or any of its undertakings, property or assets and no execution or distress has been levied on any of its undertakings, property or assets, nor have any proceedings been commenced in connection with any of the foregoing;

 

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(f) the Purchaser is a GST resident under the Excise Tax Act (Canada);

 

(g) the execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with or constitute a default under any term or provision of any agreement or document to which the Purchaser is a party or by which the Purchaser is bound, nor under any regulation applicable to the Purchaser; and

 

(h) this Agreement and any other agreements delivered in connection herewith constitute valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their terms.

 

7.2 As a material inducement to the Vendor Parties entering into this Agreement and completing the transaction and acknowledging that the Vendor Parties are entering into this Agreement in reliance upon the representations and warranties of the Purchaser Parent set out herein, the Purchaser Parties hereby jointly and severally represent and warrant to the Vendor Parties that:

 

(a) the Purchaser Parent is a corporation duly organized and validly existing under the laws of the jurisdiction of incorporation of the Purchaser Parent and is authorized to carry on business in the provinces of Ontario and British Columbia;

 

(b) the execution, delivery and performance of this Agreement has been duly and validly authorized by any and all requisite corporate, shareholders’ and directors’ actions and will not result in any violation of, be in conflict with or constitute a default under any articles, charter, bylaw or other governing document to which the Purchaser Parent is bound;

 

(c) the Purchaser Parent is authorized to issue the Deposit Shares to the Vendor Parent, or as otherwise directed by the Vendor Parent, in accordance with the terms and conditions of Article 3. The Deposit Shares have been duly authorized for issuance and sale by all necessary action on the part of the Purchaser Parent and, when issued and delivered by the Purchaser Parent, shall be validly issued and outstanding as fully paid and non-assessable and shall not be subject to, or in violation of any pre-emptive rights or contractual rights to purchase securities issued by the Purchaser Parent to third parties, and shall be issued in compliance with all Applicable Laws in all material respects;

 

(d) the Purchaser Parent is not an insolvent Person within the meaning of the Bankruptcy and Insolvency Act (Canada) and has not made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof, and no petition for a receiving order has been presented in respect of it. The Purchaser Parent has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver or interim receiver has been appointed in respect of it or any of its undertakings, property or assets and no execution or distress has been levied on any of its undertakings, property or assets, nor have any proceedings been commenced in connection with any of the foregoing;

 

(e) except as disclosed to the Vendor Parent in writing, the issued and outstanding Purchaser Parent Shares are listed and posted for trading on the NEO and the Purchaser Parent is in compliance with the rules and regulations of the NEO in all material respects;

 

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(f) the Purchaser Parent is a “reporting issuer” in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador within the meaning of Securities Laws and is not in default of any requirements of Securities Laws thereof except as would not reasonably be expected to have a material adverse effect on the Purchaser Parent;

 

(g) the documents and information comprising the Purchaser Parent Public Record did not at the respective times they were filed with the relevant Securities Authorities, contain any Misrepresentation, unless such document or information was subsequently corrected or superseded in the Purchaser Parent Public Record prior to the date hereof. The Purchaser Parent has timely filed with the Securities Authorities all material forms, reports, schedules, statements and other documents required to be filed by the Purchaser Parent with the Securities Authorities since October 2, 2018;

 

(h) except as disclosed to the Vendor Parent in writing, the Purchaser Parent Public Record sets out the authorized and issued shares of the Purchaser Parent, all of which have been validly issued and are outstanding as fully paid and non-assessable shares, and were not issued in violation of the pre-emptive rights of any Person or any contract or Applicable Law by which the Purchaser Parent was bound as the time of the issuance;

 

(i) except as disclosed to the Vendor Parent in writing, other than the Deposit Shares to be issued under the terms of this Agreement and the Conversion Shares that may be issued under the Convertible Note, and other than as set out in the Purchaser Parent Public Record, no Person has any contract or any right or privilege capable of becoming a contract, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any issued or un-issued shares or other securities of the Purchaser Parent;

 

(j) the: (i) consolidated audited financial statements of the Purchaser Parent for the years ending December 31, 2018 and 2017 (including the notes thereto) and the related MD&A; and (ii) the condensed consolidated interim financial statements of the Purchaser Parent for the three and nine months ended September 30, 2019 and 2018 (collectively, the “Purchaser Parent Financial Statements”) were prepared in accordance with IFRS consistently applied and present fairly, in all material respects, the consolidated financial position, financial performance and cash flows of the Purchaser Parent for the dates and periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal period-end adjustments) and reflect reserves required by IFRS in respect of all material contingent liabilities, if any, of the Purchaser Parent on a consolidated basis. There has been no material change in the Purchaser Parent’s accounting policies, except as described in the Purchaser Parent Financial Statements;

 

(k) the execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with or constitute a default under any term or provision of any agreement or document to which the Purchaser Parent is a party or by which the Purchaser Parent is bound, nor under any regulation applicable to the Purchaser Parent; and

 

(l) this Agreement and any other agreements delivered in connection herewith constitute valid and binding obligations of the Purchaser Parent enforceable against the Purchaser Parent in accordance with their terms.

 

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7.3 From and after the date hereof and until the Closing Date, the Purchaser Parties shall not do anything which would cause any of the warranties or representations contained herein to become untrue or incorrect in any material respect and in all events shall forthwith notify the Vendor Parent in writing if the Purchaser Parties become aware that any warranty or representation becomes untrue or incorrect in any material respect.

 

7.4 The Purchaser Parent take all steps reasonably necessary to obtain the approval of the NEO to issue the Conversion Shares and Earn-Out Shares (including in reliance on the prospectus exemption in section 2.24 of NI 45-106);

 

7.5 The following events (“Events of Default”) will constitute a default hereunder in respect of the Purchaser Parent:

 

(a) the adoption of a plan of liquidation or resolutions providing for the liquidation or dissolution of itself or any of its subsidiaries;

 

(b) (A) missing any required material filing with a securities commission or (B) ceasing to be a reporting issuer; provided however, that in the case of (B), it shall not be an Event of Default if the Purchaser Parent ceases to be a reporting issuer as a result of completing a bona fide, arm’s length transaction that (i) is completed in accordance with Applicable Law and all requisite corporate, shareholders’, directors’ and regulatory approvals, consents and authorization, and (ii) the board of directors of the Purchaser Parent, acting in good faith, in accordance with Applicable Law, and with due regard to this Agreement and the parties intentions and objectives herein, determines is in the best interests of the Purchaser Parent;

 

(c) the Purchaser Parent Shares cease to be listed for trading on the NEO or another recognized stock exchange in North America (including, for certainty, the Canadian Securities Exchange) for a period of more than seven (7) business days; provided however, that it shall not be an Event of Default if the Purchaser Parent Shares cease to be listed on the NEO or such other recognized stock exchange as a result of the Purchaser Parent completing a bona fide, arm’s length transaction that (i) is completed in accordance with Applicable Law and all requisite corporate, shareholders’, directors’ and regulatory approvals, consents and authorization, and (ii) the board of directors of the Purchaser Parent, acting in good faith, in accordance with Applicable Law, and with due regard to this Agreement and the parties intentions and objectives herein, determines is in the best interests of the Purchaser Parent.

 

7.6 The representations and warranties of the Purchaser Parties set forth in Sections 7.1 and 7.1 shall not merge on the closing of the transaction contemplated herein but shall survive beyond the Closing Date for a period of 18 months provided that any claim in respect of the breach of any such representation and warranty (whether pursuant to Article 9 of this Agreement or otherwise) shall be made prior to the expiry of such period.

 

Article 8
CONDITIONS

 

8.1 The obligation of the Purchaser Parties to complete the purchase of the Purchased Assets in accordance with this Agreement shall be subject to the following condition being satisfied on or before 2 p.m. (Toronto time) on the Condition Date (the “Purchaser’s Conditions”):

 

(a) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor Parties shall have been complied with or performed in all material respects;

 

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(b) AGLC shall have provided notice to the Purchaser that it has satisfied AGLC due diligence procedures and is eligible to be granted a Retail Cannabis Licence for the Transferred Premises. For greater certainty, it will not be a Purchaser’s Condition for AGLC to have granted a Retail Cannabis Licence to the Purchaser in respect of any of the Transferred Premises;

 

(c) provided that the Purchaser Parent has made it best efforts in applying for approval, the Purchaser Parent has received the approval from the NEO, if required, to issue Purchaser Parent Shares under and pursuant to the Convertible Note, subject only to customary conditions; and

 

(d) the Retail Management Agreement shall have been executed, provided that the execution of such agreement shall be deemed not to constitute a Purchaser’s Condition with respect to Premises of which Kush Bar is the tenant under the Lease Agreement. For greater certainty, the parties agree that a Closing will occur with respect to the Kush Bar locations notwithstanding that the Retail Management Agreement has been executed.

 

The Purchaser’s Conditions have all been inserted for the sole and exclusive benefit and advantage of the Purchaser Parties and the Purchaser Parties may waive any or all of the Purchaser’s Conditions by notice in writing given to the Vendor Parties on or before the Condition Date. In the event that the Purchaser’s Conditions are not satisfied or waived as aforesaid by 2 p.m. (Toronto time) on the Condition Date, then such conditions shall be conclusively deemed not to have been satisfied.

 

Any waiver of the Purchaser’s Conditions shall not constitute a waiver or release of the Vendor Parties of any responsibility or liability owed by the Vendor Parties to the Purchaser Parties, pursuant to the representations, warranties, covenants and agreements set forth herein, which shall survive in accordance with this Agreement.

 

If the Purchaser’s Conditions, or any of them, are not satisfied (or are deemed not to have been satisfied) or waived as aforesaid, the Vendor Parent shall forthwith discharge its obligations under Section 3.3 hereof and, thereafter, this Agreement shall terminate and the parties will have no further obligation to each other hereunder.

 

If the Purchaser’s Condition set forth in Section 8.1(b) is not capable of being satisfied by the Condition Date due to a delay on the part of AGLC, then, notwithstanding any provision of this Agreement, the Purchaser Parent shall be entitled to extend the Condition Date by up to 60 days, for the sole purpose of satisfying the Purchaser’s Condition set forth in Section 8.1(b), by providing written notice of such extension to the Vendor Parent; provided further that, if such Purchaser’s Condition is still not capable of being satisfied by the extended Condition Date as a result of a new inquiry made by AGLC after the original Condition Date, then the Parties, acting reasonably, shall agree to one further extension of the Condition Date for the sole purpose of satisfying such Purchaser’s Condition.

 

8.2 The obligations of the Vendor Parties to complete the sale of the Purchased Assets in accordance with this Agreement shall be subject to all of the following conditions being satisfied on or before 2 p.m. (Toronto time) on the Condition Date (collectively, the “Vendor’s Conditions”):

 

(a) the Purchaser Parties shall have complied with any requests of the Landlords that are required as conditions to providing the Lease Transfers;

 

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(b) AGLC shall have provided notice to the Purchaser that it has satisfied AGLC due diligence procedures and is eligible to be granted a Retail Cannabis Licence for the Transferred Premises;

 

(c) the Purchaser Parent has received the approval from the NEO to issue the Closing Securities in reliance on the prospectus exemption contained in Section 2.24 of NI 45-106 (the “Consultant Exemption Exchange Approval”);

 

(d) no Event of Default shall have occurred; and

 

(e) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser Parties shall have been complied with or performed in all material respects.

 

The Vendor’s Conditions have all been inserted for the sole and exclusive benefit and advantage of the Vendor Parties and the Vendor Parent may waive any or all of the Vendor’s Conditions by notice in writing given to the Purchaser Parties on or before the Condition Date. In the event that the Vendor’s Conditions are not satisfied or waived by 2 p.m. (Toronto time) on the Condition Date, then such conditions shall be conclusively deemed not to have been satisfied.

 

Any waiver of the Vendor’s Conditions shall not constitute a waiver or release of the Purchaser Parties of any responsibility or liability owed by the Purchaser Parties to the Vendor Parent, pursuant to the representations, warranties, covenants and agreements set forth herein, which shall survive in accordance with this Agreement.

 

If the Vendor’s Conditions, or any of them, are not satisfied (or are deemed not to have been satisfied) or waived as aforesaid, the Vendor Parent shall forthwith discharge its obligations under Section 3.3 hereof and, thereafter, this Agreement shall terminate and the parties will have no further obligation to each other hereunder.

 

If the Vendor’s Condition set forth in Section 8.2(b) is not capable of being satisfied by the Condition Date due to a delay on the part of AGLC, then, notwithstanding any provision of this Agreement, the Vendor Parent shall be entitled to extend the Condition Date by up to 60 days, for the sole purpose of satisfying the Vendor’s Condition set forth in Section 8.2(b), by providing written notice of such extension to the Vendor Parent.

 

8.3 The Vendor Parties and the Purchaser Parties agree that this Agreement is a binding agreement notwithstanding the conditions set forth in this Article 8.

 

8.4 Each party shall (i) make, or cause to be made, all such filings and submissions under all laws applicable to it, as may be required for it to consummate the purchase and sale of the Purchased Assets in accordance with the terms of this Agreement; (ii) use commercially reasonable efforts to obtain, or cause to be obtained, all consents and authorizations necessary or advisable to be obtained by it in order to consummate such transactions, including using good faith efforts to satisfy the conditions precedent in each such party’s favour on or before the Condition Date; and (iii) take, or use its commercially reasonable efforts to cause to be taken, all other actions necessary, proper or advisable in order for it to fulfill its obligations under this Agreement. Each party will coordinate and cooperate with one another in exchanging such information and supplying such assistance as may be reasonably requested by each other in connection with the foregoing, including providing each other with all notices and information supplied to or filed with any governmental entity, and all notices and correspondence received from any governmental entity.

 

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Article 9
CLOSING AND POSSESSION

 

9.1 On and subject to the terms and conditions hereof, the Purchased Assets shall be transferred, assigned and conveyed to the Purchaser as at 12:00 noon (Toronto time) on the Closing Date. The Vendors shall deliver possession of the Transferred Premises to the Purchaser as at 12:00 o’clock noon on the Closing Date in the condition existing as of the date of this Agreement.

 

9.2 Not later than two (2) Business Days prior to the Closing Date, the Vendor Parties shall, as applicable, execute (or cause to be executed) and deliver (or cause to be delivered) to the Purchaser’s Solicitors:

 

(a) signed copies of the Lease Agreements relating to the Transferred Premises;

 

(b) the GST election under Section 167 of the Excise Tax Act (Canada), signed by the applicable Vendor;

 

(c) a specific assignment of the Intellectual Property signed by KushBar Inc.;

 

(d) articles of amendment signed by KushBar Inc., wherein KushBar Inc. changes its name to a name that does not include “KushBar” or any similar name;

 

(e) a certificate of the Vendor Parties (or such evidence as the Purchaser may reasonably require) confirming that the Vendor Parties is not a non-resident of Canada as such term is defined in the ITA;

 

(f) a certificate of the Vendor Parties confirming that all of the covenants and obligations of the Vendor Parties have been observed and performed to the Closing Date in all material respects and that all of the representations and warranties of the Vendor Parties set forth herein remain true and accurate in all material respects as at the Closing Date;

 

(g) an assignment and assumption agreements (the “Lease Assignment and Assumption Agreement”) with respect to the Leases, if any, for which a Landlord Consent has been obtained;

 

(h) if applicable, Sublease(s);

 

(i) all keys and access codes relating to the Transferred Premises;

 

(j) as-built drawings for any improvements constructed or installed in the Transferred Premises by the Vendors; and

 

(k) any instrument or agreement which the Purchaser may reasonably require be executed and delivered hereunder by the Vendor Parties to give effect to the transaction contemplated by this Agreement.

 

9.3 On or before the Closing Date, the Purchaser Parties shall execute (where applicable) and deliver (or cause to be delivered) to the Vendor’s Solicitors:

 

(a) executed copies of each of the documents delivered by the Vendor Parties pursuant to Section 9.2 which require execution by the Purchaser Parties;

 

(b) the Guarantee, Pledge of Shares, and Security Agreement signed by the Purchaser;

 

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(c) a certificate of the Purchaser Parties (or such evidence as the Vendor Parent may reasonably require) confirming that each of the Purchaser Parties is not a non-resident of Canada as such term is defined in the ITA;

 

(d) the GST election under Section 167 of the Excise Tax Act (Canada), signed by the Purchaser; and

 

(e) any instrument or agreement which the Vendor Parent may reasonably require be executed and delivered hereunder by the Purchaser Parties to give effect to the transaction contemplated by this Agreement.

 

9.4 The deliveries required by Sections 9.2 and 9.3 hereof shall be made subject to such reasonable trust conditions and undertakings consistent with the requirements of this Agreement as may be mutually agreed upon between the Vendor’s Solicitors and the Purchaser’s Solicitors.

 

9.5 It is a condition to Closing that all matters of payment, execution and the delivery of documents by each party to the other be concurrently completed such that Closing shall not be completed until everything required to be completed on or prior to Closing has been completed.

 

9.6 Notwithstanding any provision of this Agreement:

 

(a) if the Purchaser’s Conditions and the Vendor’s Conditions have been satisfied or waived by the Purchaser and Vendor, respectively, on or before the Condition Date, but for one or more Lease Assignment and Assumption Agreements or Subleases not having been obtained in respect of a Premise, then the parties will proceed with Closing with respect to each of the Purchased Assets for which a Lease Assignment and Assumption Agreement or Sublease has been obtained (collectively, the “Partial Purchased Assets”);

 

(b) if the Purchase Price payable for the Partial Purchased Assets is:

 

(i) less than the gross proceeds (less customary brokerage costs and commissions) of the sale of the Deposit Shares and the aggregate value of the Deposit Shares that have not yet been sold, based on the Consideration Share Price (the “Deposit Share Value”), the Vendor Parent shall return to the Purchaser Parties that number of Deposit Shares having an aggregate value, based on the Consideration Share Price, equal to the difference between such Purchase Price and the Deposit Share Value (the “Excess”), or, if the Vendor does not hold sufficient Deposit Shares to pay the Excess, the Vendor Parent will pay that portion of the Excess that cannot be paid by way of return of Deposit Shares in cash, subject to a maximum equal to the gross proceeds (less customary brokerage costs and commissions) of the sale of the Deposit Shares, or

 

(ii) greater than the Deposit Share Value, then, notwithstanding Section 3.1(b), the difference between the purchase price for the Partial Purchased Assets and the Deposit Share Value shall be the principal amount of the Convertible Note.

 

Article 10
INDEMNIFICATION

 

10.1 The Vendor Parties shall, jointly and severally, indemnify the Purchaser Parties and the Purchaser’s Indemnified Parties and save them fully harmless from and against any Damages which are suffered or incurred by the Purchaser Parties or the Purchaser’s Indemnified Parties as a result of:

 

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(a) any breach of any representation or warranty contained in this Agreement or in any certificate or agreement executed and delivered by the Vendor Parties pursuant to this Agreement; and

 

(b) any breach or any non-fulfilment of any covenant or agreement on the part of the Vendor Parties contained in this Agreement or in any certificate or agreement executed and delivered by the Vendor Parties pursuant to this Agreement;

 

(c) any liabilities of the Vendor Parties, other than the Assumed Liabilities; and

 

(d) the use and occupancy of the Transferred Premises prior to the Closing Date.

 

10.2 The Purchaser Parties shall, jointly and severally, indemnify the Vendor Parties and the Vendor’s Indemnified Parties and save them fully harmless from and against any Damages which are suffered or incurred by the Vendor Parties or the Vendor’s Indemnified Parties as a result of:

 

(a) any breach of any representation or warranty of the Purchaser Parties contained in this Agreement or in any certificate or agreement (including the Convertible Note, Security Agreement, Guarantee, and Pledge of Shares) executed and delivered pursuant to this Agreement;

 

(b) any breach or non-fulfilment of any covenant or agreement on the part of the Purchaser Parties contained in this Agreement or in any certificate or agreement (including the Convertible Note, Security Agreement, Guarantee, and Pledge of Shares) executed and delivered pursuant to this Agreement;

 

(c) enforcement of the Convertible Note, Security Agreement, Guarantee, or Pledge of Shares;

 

(d) the Assumed Liabilities, other than Damages caused by the gross negligence or wilful misconduct of the Vendor Parties (or any of them) in carrying out their obligations under the Retail Management Agreement; and

 

(e) the use and occupancy of the Transferred Premises on or after the Closing Date.

 

10.3 Neither the Vendor Parties nor the Purchaser Parties shall be liable to the other for any consequential, incidental, punitive, special, exemplary or indirect damages, cost or deferred profits or revenues, loss of business reputation or opportunity, losses based on loss of use or other business interruption losses and damages except as awarded to a third party in a third party claim.

 

10.4 Any amounts payable by the Vendor Parties to the Purchaser Parties or by the Purchaser Parties to the Vendor Parties under this Article 10 shall constitute a reduction or increase in the Purchase Price, as the case may be.

 

10.5 The aggregate liability of the Vendor Parties to the Purchaser Parties with respect to: (i) any breaches of representations and warranties pursuant to this Agreement or in any certificate executed and delivered by the Vendor Parties to the Purchaser Parties pursuant to this Agreement, (ii) any indemnity given by the Vendor Parties to the Purchaser Parties, and (ii) pursuant to Section 12.4 of this Agreement, shall not exceed the aggregate of (A) the gross proceeds (less customary brokerage costs and commissions) of the sale of the Deposit Shares and/or Conversion Shares, (B) the return of any Deposit Shares and/or Conversion Shares held by the Vendor Parent, and (C) $2,200,000 less the aggregate value of Conversion Shares issued to the Vendor Parent, it being acknowledged that the Vendor Parties have the option to determine the allocation of cash, set-off against indebtedness outstanding under the Convertible Note, the Deposit Shares, and Conversion Shares comprising any amounts payable to the Purchaser Parties hereunder.

 

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Notwithstanding the forgoing, in the event the liability relates to a specific Premises among the Purchased Assets, the Vendor Parties’ aggregate liability shall be limited to the Asset Price allocations set forth in Schedule “A”, provided that if the liability is to be satisfied with refunding Deposit Shares and/or Conversion Shares to the Purchaser Parties, the Purchaser Parties shall have the right to claim for the full value of said asset, and if insufficient Deposit Shares Deposit Shares and/or Conversion Shares are available, the Purchaser Parties shall only have the right to receive the pro rata portion of the aggregate proceeds from the Deposit Shares and/or Conversion Shares and any remaining Deposit Shares and/or Conversion Shares available, and the balance of such liability shall be satisfied by way of set-off of the indebtedness outstanding under the Convertible Note, which set-off amount shall only become effective upon written confirmation of both parties, each acting reasonably, as to the amount of said set-off.

 

The aggregate liability portion of this provision shall not apply in with respect to any fraud or intentional misrepresentation of the Vendor Parties or any of them.

 

10.6 Any party seeking indemnification hereunder shall give reasonably prompt notice thereof to the Party from whom indemnification is sought. The Party from whom indemnification is sought shall have the sole right to conduct, settle or otherwise dispose of any legal action in respect of which indemnification is sought in any manner it reasonably deems appropriate without the consent of the other Party if but only if it has agreed that the matters in the action are indemnified pursuant to this Article 10.

 

10.7 This Article 10 shall survive Closing or the termination of this Agreement.

 

Article 11
Force Majeure

 

11.1 No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake, tsunami, pandemics (other than the 2019 novel coronavirus pandemic (COVID-19)), or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement, in each case provided it was beyond the control of the party impacted by the Force Majeure Event (the “Impacted Party”).

 

11.2 The Impacted Party shall give notice within three days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay (to the extent such efforts can end such failure or delay) and ensure the effects of such Force Majeure Event are minimized (to the extent they can be minimized). The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 20 consecutive days following written notice given by it under this Section 11.2, or in the event of the Force Majeure Event impacting the Impacted Party is not curable within 20 consecutive days, either party may thereafter terminate this Agreement upon five days’ written notice.

 

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Article 12
MISCELLANEOUS

 

12.1 Any notice, direction or other instrument required or permitted to be given under the provisions of this Agreement shall be in writing and shall be given by delivery of same or transmission of same by electronic transmission on a Business Day:

 

(a) if to either of the Purchaser Parties, at:

 

Halo Labs Inc.

                                           

                                                                     

  Attention:                        
  E-mail:                                                      

 

with a copy to:

 

Dentons Canada LLP

                                                                     

                                               

                                                                     

 

  Attention:                       
  E-mail:                                                      

 

(b) if to any of the Vendor Parties, at:

 

High Tide Inc.
                                                                       
                                           

 

  Attention:                       
  E-mail:                                                      

 

with a copy to:

 

Garfinkle Biderman LLP

                                                                     

                                               

  Attention:                       
  E-mail:                                                      

 

Any notice, direction or other instrument aforesaid shall be deemed to have been given and received on the Business Day on which it was delivered or sent by electronic transmission.

 

12.2 The Purchaser Parties and the Vendor Parties agree that each shall, from time to time, at the request and expense of the other, execute and deliver such further documents and take such further steps as are reasonably required to implement this Agreement.

 

12.3 In the event that each of the Purchaser’s Condition is satisfied or waived by the Purchaser Parties and thereafter the Purchaser Parties fail to complete the purchase of the Purchased Assets in accordance with this Agreement for any reason other than the default hereunder of the Vendor Parties or non-satisfaction or waiver of the Vendor Conditions, the Vendor Parent may terminate this Agreement without prejudice to the recourse of the Vendor Parties, at law, by statute or in equity, whatsoever, in such circumstances, including the right of the Vendor Parties to maintain an action against the Purchaser Parties for the amount of any Damages suffered by the Vendor Parties, subject to the other relevant provisions of this Agreement, including Section 10.3 and shall not exceed the Purchase Price.

 

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12.4 In the event that all of the Vendor’s Conditions are satisfied or waived by the Vendor Parties and thereafter the Vendor Parties fail to complete the sale of the Purchased Assets to the Purchaser in accordance with this Agreement for any reason other than a default by the Purchaser Parties or non-satisfaction or waiver of the Purchaser’s Conditions, the Vendor Parties agree to forthwith pay the Purchaser Parties the reasonable costs incurred by them in connection with this Agreement, up to a maximum of $150,000 (plus any applicable taxes) and, thereafter, the Purchaser Parties may terminate this Agreement. In no event shall the Vendor Parties’ aggregate liability arising out of this section exceed such $150,000 plus applicable taxes.

 

12.5 No party may assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its rights or obligations under this Agreement to any Person. Notwithstanding the forgoing, the parties acknowledge that the Purchaser may assign its interest as Purchaser in this Agreement to a wholly owned corporate entity formed and designated in a Province of Canada prior to Closing (“Assignee”) provided that the Purchaser guarantees and indemnifies all obligations of the Assignee and the assignment in no way negatively impacts any rights of the Vendor Parties in this Agreement.

 

12.6 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

 

12.7 All the terms and conditions of this Agreement, including the representations and warranties set out in Article 6 and Article 7 shall not merge on the acceptance of documents or the taking of possession of the Lands and shall be deemed to survive the closing of the transactions contemplated herein in accordance with their terms.

 

12.8 This Agreement together with the other agreements to be entered into as contemplated by this Agreement (the “Other Agreements”) constitute the entire agreement between the parties pertaining to the subject matter of this Agreement and the Other Agreements and supersede and replace all prior correspondence, agreements, negotiations, discussions and understandings, whether written or oral, including the Original Asset Purchase Agreement. Except as specifically set out in this Agreement or the Other Agreements, there are no representations, warranties, conditions or other agreements or acknowledgements, whether direct or collateral, express or implied, written or oral, statutory or otherwise, that form part of or affect this Agreement or the Other Agreements or which induced any party to enter into this Agreement or the Other Agreements. No reliance is placed on any representation, warranty, opinion, advice or assertion of fact made either prior to, concurrently with, or after entering into, this Agreement or any Other Agreement, or any amendment or supplement hereto or thereto, by any party to this Agreement or any Other Agreement, to any other party, except to the extent the representation, warranty, opinion, advice or assertion of fact has been reduced to writing and included as a term in this Agreement or that Other Agreement, and none of the parties to this Agreement or any Other Agreement has been induced to enter into this Agreement or any Other Agreement or any amendment or supplement by reason of any such representation, warranty, opinion, advice or assertion of fact. There is no liability, either in tort or in contract, assessed in relation to the representation, warranty, opinion, advice or assertion of fact, except as contemplated in this Section.

 

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12.9 Except as otherwise provided in this Agreement, the covenants, representations and warranties set out in this Agreement do not merge but survive Closing and, notwithstanding such Closing or any investigation by or on behalf of a party, continue in full force and effect. Closing does not prejudice any right of one party against another party in respect of any remedy in connection with anything done or omitted to be done under this Agreement.

 

12.10 (a) This Agreement, all the transactions contemplated hereby and all information respecting the business and affairs of each of the parties hereto that each of the other parties hereto becomes aware of in connection with the transactions contemplated herein shall remain strictly confidential between the parties and shall not, without the prior consent of the other party, be disclosed to any Person or entity except: (i) where it is required to be disclosed pursuant to a provision of this Agreement or applicable laws or a Court order issued by a Canadian court; (ii) as may be appropriate to disclose to a party’s professional advisors; (iii) to third parties in respect of potential purchase or financial transactions, and (iv) as may be required to enforce this Agreement. In the event of (ii) or (iii) above, such persons must agree in advance of disclosure to maintain the strict confidentiality of this Agreement. Each party shall be liable to the other party for all breaches of this provision by itself or any of the persons to whom it discloses any confidential information.

 

(b) Notwithstanding the above, the Vendor Parent and the Purchaser Parties shall agree on the text of joint press releases by which the Vendor Parent and the Purchaser Parties will announce (i) the execution of this Agreement and (ii) the Closing. A party must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the transactions contemplated hereby without the consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Vendor Parties must not make any filing with any Governmental Entity with respect to this Agreement or the transactions contemplated hereby without the consent of the Purchaser Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any party that is required to make disclosure by Applicable Law shall use its commercially reasonable efforts to give the other party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The party making such disclosure shall give reasonable consideration to any comments made by the other party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing.

 

(c) Notwithstanding all other provisions hereof, including the Retail Management Agreement, the Purchaser Parties agree that all information that the Vendor Parties may obtain whether directly or indirectly pursuant to this Agreement or otherwise respecting the Vendor Parties including the Vendor Parties’ technology (including technical information and intellectual property rights), the Vendor Parties’ business, the Vendor Parties’ operations and the Vendor Parties’ trade secrets and anything created, generated, or derived from any such information shall be maintained in strict confidence and not released to or disclosed to any person. All such information and derivatives are and shall be the sole property of the Vendor Parties and the Purchaser Parties shall not be entitled to make any use whatsoever of any such information.

 

(d) Without limiting the generality of Section 12.7 hereof, the provisions of this Section 12.10 shall not merge into or be extinguished by or otherwise in any way affected by the completion of the transactions contemplated herein and shall survive the completion of the transactions contemplated herein.

 

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12.11 Each of the parties hereto acknowledges that such party has carefully read and fully understands the terms and conditions of this Agreement and has had the opportunity to obtain independent legal advice with respect to this Agreement.

 

12.12 Except as otherwise provided for in this Agreement, each of the parties shall bear all costs and expenses incurred by it in connection with the finalizing this Agreement and closing the transactions contemplated herein.

 

12.13 This Agreement may be initially delivered by facsimile transmission or other means of electronic transmission (including by PDF) and in one or more counterparts, and each executed counterpart will be considered to be an original and such counterparts together shall constitute one and the same agreement. Any party that initially executes and delivers this Agreement by facsimile transmission or other means of electronic transmission shall, within a reasonable period thereafter, deliver originally signed copies of this Agreement to the other party.

 

[Signature page follows]

 

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date noted above.

 

  HALO LABS INC.
   
  Per:  
    Name: Kiranjit Sidhu
    Title: Chief Executive Officer
       
  HIGH TIDE INC.
   
  Per:  
    Name: Raj Grover
    Title: Chief Executive Officer
       
  CANNA CABANA INC.
   
  Per:  
    Name:  
    Title:  
       
  KUSHBAR INC.
   
  Per:  
    Name:  
    Title:  
       
  HALO KUSHBAR RETAIL INC.
   
  Per:  
    Name: Kiranjit Sidhu
    Title: President

 

Signature Page to Asset Purchase Agreement

 

   

 

SchedulE “A”

 

LANDS AND PREMISES

 

CORPORATION KushBar Inc.
MUNICIPALITY Camrose
MUNICIPAL ADDRESS Unit #360 6805 48 Avenue T4V 4W1 (the “Camrose Store”)
SQUARE FOOTAGE                      
LEGAL DESCRIPTION                                               
LANDLORD                      
LEASE AGREEMENT                      
INDEMNITY AGREEMENT                      
DEVELOPMENT PERMIT                      
RETAIL CANNABIS LICENCE                      
ASSET PRICE                      

 

   

 

CORPORATION KushBar Inc.
MUNICIPALITY Medicine Hat
MUNICIPAL ADDRESS Unit #117 3215 Dunmore Road SE T1B 2H2 (the “Medicine Hat Store”)
SQUARE FOOTAGE                      
LEGAL DESCRIPTION                                                 
LANDLORD                                                 
LEASE AGREEMENT                      
INDEMNITY AGREEMENT                      
DEVELOPMENT PERMIT                      
RETAIL CANNABIS LICENCE                      
ASSET PRICE                      

 

   

 

CORPORATION KushBar Inc.
MUNICIPALITY Morinville
MUNICIPAL ADDRESS

Unit #7 8807 100 Street T8R 1V5
(the “Morinville Store”)

SQUARE FOOTAGE                      
LEGAL DESCRIPTION                                                 
LANDLORD                                                 
LEASE AGREEMENT                      
INDEMNITY AGREEMENT                      
DEVELOPMENT PERMIT                      
RETAIL CANNABIS LICENCE                      
ASSET PRICE                      

 

   

 

Schedule “B”
retail management agreement

 

a) The Retail Management Agreement shall provide that the Vendor Parent, or its nominee, will perform the following Retail Services in respect of each of the Licensed Premises in a commercially reasonable manner consistent with the standard of management for a professional retail operator, exercising all reasonable efforts, and in accordance with and subject to the following terms and conditions (the “Retail Services”):

 

a. planning, hiring, management and compensation of all staff;

 

b. managing the hiring, payroll, benefits, withholdings and tax remittances as required by law;

 

c. training of employees and developing training materials;

 

d. monitoring of various measures including but not limited to, product safeguards and physical security to prevent theft, damage and other losses;

 

e. complying in all respects with the terms and conditions of the leases for any and all of the Licensed Premises

 

f. recommending key service providers for point-of-sale, display technology, security, insurance, cleaning, general store supplies and any other goods and services needed for each of the Licensed Premises;

 

g. building a sales plan which specifies the target sales for each month;

 

h. merchandising each of the Licensed Premises with an attractive array of cannabis products supplied by the AGLC and accessories supplied by the Vendor Parent;

 

i. brokering relationships with licensed producers of cannabis supplying products to the markets being served by the Licensed Premises;

 

j. managing and replenishing cannabis product and accessories inventory on an ongoing basis within each Licensed Premise and between the Licensed Premises; and

 

k. ensuring that the ongoing sales mix for the Licensed Locations meets AGLC requirements.

 

b) The implementation of the Retail Management Agreement shall be subject to AGLC approval.

 

c) The Vendor Parent shall be bound by and observe all applicable federal, provincial and municipal legislation and related regulations.

 

d) In consideration for the Retail Services, the Purchaser will pay a monthly cash fee to the Vendor Parent, or its nominee, equal to                        % of the gross revenue (other than Analytics Revenue (defined below)) derived from the Licensed Premises that are operating in the ordinary course (the “Fees”), subject to a minimum annual payment of                        per each such Licensed Premises (the “Minimum Payment”) and a maximum annual payment of                        per each such Licensed Premises (the “Maximum Payment”), which Minimum Payment and Maximum Payment will be prorated by the actual length of the Term (as defined below).

 

   

 

e) The Vendor Parent shall deliver to the Purchaser within ten (10) business days after the end of each month, unaudited financial statements with respect to the Licensed Premises prepared in accordance with IFRS (“Monthly Statements”) containing: (a) a balance sheet as of the end of each month; (b) an income statement showing the results of operation of Licensed Premises for each month; and (c) the amount of the Fees payable to the Vendor Parent, earned and accrued for the month then ended.

 

f) The Purchaser shall pay the Fees to the Vendor Parent within fifteen (15) calendar days of the end of each month during the Term, and the parties agree to make any adjustments with respect to Maximum Payments within 30 calendar days of the end of each year of the Term.

 

g) If the aggregate cash flow for the Licensed Premises is negative in a month (a “NCF Month”), then, provided that the Licensed Premises were operated in the ordinary course during such NCF Month, (i) the Fees payable to the Vendor Parent will be reduced to an amount (the “Reduced Fees”) sufficient to cause cash flow to become neutral, and (ii) if the Reduced Fees are insufficient to cause cash flow to become neutral, the Vendor Parent shall advance funds to the Purchaser in an amount sufficient to cause cash flow to become neutral (a “NCF Advance”). If there is a NCF Month, then the sum of (i) the difference between the Fees and the Reduced Fees (the “Deferred Fees”), and (ii) any NCF Advance (together the with Deferred Fees, the “HITI Contribution”) will be deferred to subsequent months, and, provided the aggregate cash flow for the Licensed Premises is positive in such subsequent months, the HITI Contribution shall be paid to the Vendor Parent from such positive cash flow in priority to any other obligation of the Purchaser. If at the time of termination or expiration of the Retail Management Agreement (A) there remains an NCF Advance balance payable to the Vendor Parent, and (B) the Convertible Note or the Earn-Out Note remains outstanding, the amount of such NCF Advance balance shall be added to the principal amount of the Convertible Note or the Earn-Out Note, as the case may be.

 

h) The Retail Management Agreements governing each location shall have a term of not less than one (1) year (the “Term”) from the Closing Date and may be extended for an amount of time mutually agreed upon by the parties. The Retail Management Agreement and may be terminated by either party upon providing the other party with sixty (60) calendar days’ prior written notice.

 

i) The Vendor Parent, or its nominee, shall equally share any and all revenue earned by the Licensed Premises as derived directly from the CabanalyticsTM retail sales data program (the “Analytics Revenue”).

 

j) The Vendor shall, for and on behalf of the Purchaser and at the Purchaser’s cost, be responsible for obtaining and maintaining any insurance required by law or elected at a higher level for the protection of the Purchaser or its employees during the Term.

 

k) The Vendor shall, for and on behalf of the Purchaser and at the Purchaser’s cost, be responsible for remitting any and all taxes due to the applicable authorities during the Term.

 

   

 

l) Within 10 days of receiving the Purchaser’s notice of termination, the Vendor Parent, or its nominee, shall deliver to the Purchaser (or as the Purchaser may direct) the standard operating procedures required to perform the Retail Services at the Licensed Premises.

 

m) The Vendor Parent, or its nominee, will provide the Purchaser with a royalty free licence use the Vendor Parent’s intellectual property related to the Retail Services, provided that such royalty free licence shall not include the CabanalyticsTM retail sales data program.

 

n) Upon completion of the Term or early termination of the Retail Management Agreement, the Purchaser shall return to the Vendor Parent all confidential information contained in, reflected by or incorporated into any and all documents and tangible materials as well as permanently erase the Vendor Parent’s confidential information from its computer systems.

 

o) The Retail Management Agreement shall include a customary non-solicitation provision in favour of the Purchaser, pursuant to which the Vendor Parent agrees that it shall not solicit any employees or personnel of the Purchaser or its Affiliates at the Licensed Premises or otherwise.

 

p) The Retail Management Agreement may be terminated by the Purchaser Parent for cause if: (i) in any of the six (6) calendar months following the Closing Date, the aggregate revenue generated by the                                                  ; and (ii) in any of the months after the sixth (6th) month following the Closing Date, the aggregate revenue generated by all of the Licensed Premises                                               .

 

   

EXHIBIT 99.72

 

 

 

 

High Tide and Halo Announce Amended Terms on Sale of KushBar Assets to Halo

 

Not for Distribution to U.S. Newswire Servicers or For Dissemination in the United States

 

All figures in CAD and per BDS Analytics unless stated otherwise

 

Revised agreement focuses on operating stores to avoid capital expenditures for both parties

 

Halo reduced the overall purchase price and is only acquiring operating stores

 

High Tide has reduced the deemed price per Halo share and reduced dependency on being paid through Halo’s share price

 

Calgary, AB, September 1, 2020 / CNW / − Halo Labs Inc. (“Halo”) (NEO: HALO, OTCQX: AGEEF, Germany: A9KN) and High Tide Inc. (“High Tide”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY) and are pleased to announce that they have entered into an amended and restated asset purchase agreement (the “Amended Agreement”) to amend the terms of the previously announced asset purchase agreement dated February 14, 2020 (the “Asset Purchase Agreement”) wherein High Tide agreed to sell KushBar retail cannabis assets to Halo Kushbar Retail Inc., a wholly owned subsidiary of Halo.

 

Under the Amended Agreement, High Tide will sell its three operating KushBar retail cannabis stores (the “Portfolio”) to Halo for $5.7 million, payable in the form of:

 

a) a deposit of $3.5 million which has already been paid to High Tide by way of issuance of 13,461,538 Halo common shares to High Tide at a deemed price of $0.26 per common share;

 

b) a convertible promissory note to be issued by Halo on closing (the “Initial Note”) in the principal amount of $1.8 million with a conversion rate of $0.16 per Halo common share; and

 

c) a convertible promissory note to be issued by Halo on the 12-month anniversary of closing (the “Earnout Note”; together with the Initial Note, the “Halo Notes”) in the principal amount of $400,000 with a conversion rate of $0.16 per Halo common share, provided that certain revenue thresholds are met. If the Portfolio has produced aggregate revenue of less than the set threshold during the prior 12 months, then the principal amount of the Earnout Note will be reduced dollar for dollar.

 

 

 

 

Each of the Halo Notes above are secured solely by the Portfolio.

 

Upon closing, Halo will continue to engage High Tide to substantially oversee all aspects of its retail cannabis operations with respect to the Portfolio and will pay High Tide ongoing royalties for regulatory advisory services and retail management through blended monthly payments.

 

The parties entered into the Amended Agreement to better align the terms of the Asset Purchase Agreement with broader market and economic factors, to reduce the amount of capital expenditures for both parties, and to provide Halo the opportunity to acquire operational cannabis retail stores. While the Amended Agreement provides for the sale of less assets, namely, the exclusion of cannabis retail stores in the midst of development and development permits, and a lower purchase price of $5.7 million compared to $12 million under the Asset Purchase Agreement, the terms of the Amended Agreement are preferable to Halo because they are consistent with Halo’s goal to obtain a strong foothold in the Canadian cannabis retail industry swiftly by acquiring cannabis retail stores that are already operational. The Amended Agreement is also preferable to High Tide because it can better focus its efforts on the development of its brand, Canna Cabana, it reduced the deemed price per Halo share from $0.26 to $0.16, and results in High Tide being paid the consideration for the sale in cash versus Halo securities.

 

An important aspect of the Amended Agreement is the limited recourse nature of the Halo Notes. High Tide has agreed to limit the recourse upon any events of default, as set out under the Halo Notes to the property and assets subject to the share pledge agreement, guarantee and security agreement to be issued in connection with the Amended Agreement.

 

The parties are currently working together with a view to obtaining the necessary regulatory licences and approvals from Alberta Gaming, Liquor and Cannabis (“AGLC”) and expect the deal to close in the fourth quarter of 2020.

 

About Halo

 

Halo is a leading, vertically-integrated cannabis company that cultivates, extracts, manufactures and distributes quality cannabis flower, oils, and concentrates, and has sold approximately six million grams of oils and concentrates since inception. Halo continues to scale efficiently, partnering with trustworthy leaders in the industry, who value their operational expertise in bringing top-tier products to market. Current growth includes expansion in key markets in the United States and Africa, with planned geographic expansion into U.K. and Canadian markets. With a consumer-centric focus, Halo markets value-driven, branded, and private-label products across multiple product categories. 

 

2

 

 

Recently, the Company acquired a dispensary permit in Los Angeles, and a thirty-thousand square foot cannabis processing and wholesale facility in Ukiah, California. The Company plans to acquire three KushBar™ branded dispensaries in Alberta Canada, and Canmart Limited, a company that holds wholesale distribution and special licenses, allowing the import and distribution of cannabis-based products for medicinal use (CBPM’s) in the United Kingdom. 

 

Halo is led by a strong, diverse and innovative management team, with deep industry knowledge and blue-chip experience. The Company is currently operating in the United States in California, Oregon, and Nevada. Internationally, the Company is currently cultivating cannabis at Bophelo Bioscience & Wellness (Pty) Ltd, in Lesotho under a 200 hectare license, and is planning importation and distribution of CBPM’s into the United Kingdom via Canmart.

 

CONTACT INFORMATION

Halo Labs

Investor Relations

info@halocanna.com

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of cannabis lifestyle accessories. Its premier Canadian retail brand Canna Cabana spans 34 locations in Ontario, Alberta and Saskatchewan, with additional locations under development across Canada. High Tide has been serving cannabis consumers for over a decade through its numerous lifestyle accessory enterprises including eCommerce platforms Grasscity.com and CBDcity.com, lifestyle and licensed entertainment brand manufacturer Famous Brandz, and its wholesale distribution divisions RGR Canada Inc. and Valiant Distribution.

 

High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB). 

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

3

 

 

Cautionary Note Regarding Forward-Looking Information and Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect. Examples of assumptions in this news release include but are not limited to: (i) High Tide and Halo meeting their respective closing conditions on or prior to the condition date in the Amended Agreement; (ii) Halo’s issuance of the Initial Note and Earnout Note, if applicable, to High Tide; and (iii) obtaining the necessary approvals and licenses from the AGLC. While the Company considers these assumptions to be reasonable in the circumstances, there can be no assurance that such expectations will prove to be correct. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, neither High Tide nor Halo has any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

4

 

EXHIBIT 99.73

 

 

High Tide and Halo Announce Amended Terms on Sale of KushBar Assets to Halo

 

Not for Distribution to U.S. Newswire Servicers or For Dissemination in the United States

 

All figures in CAD and per BDS Analytics unless stated otherwise

 

Revised agreement focuses on operating stores to avoid capital expenditures for both parties
Halo reduced the overall purchase price and is only acquiring operating stores
High Tide has reduced the deemed price per Halo share and reduced dependency on being paid through Halo’s share price

 

Calgary, AB, September 1, 2020 / CNW / − Halo Labs Inc. (“Halo”) (NEO: HALO, OTCQX: AGEEF, Germany: A9KN) and High Tide Inc. (“High Tide”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY) and are pleased to announce that they have entered into an amended and restated asset purchase agreement (the “Amended Agreement”) to amend the terms of the previously announced asset purchase agreement dated February 14, 2020 (the “Asset Purchase Agreement”) wherein High Tide agreed to sell KushBar retail cannabis assets to Halo Kushbar Retail Inc., a wholly owned subsidiary of Halo.

 

Under the Amended Agreement, High Tide will sell its three operating KushBar retail cannabis stores (the “Portfolio”) to Halo for $5.7 million, payable in the form of:

 

a) a deposit of $3.5 million which has already been paid to High Tide by way of issuance of 13,461,538 Halo common shares to High Tide at a deemed price of $0.26 per common share;

 

b) a convertible promissory note to be issued by Halo on closing (the “Initial Note”) in the principal amount of $1.8 million with a conversion rate of $0.16 per Halo common share; and

 

c) a convertible promissory note to be issued by Halo on the 12-month anniversary of closing (the “Earnout Note”; together with the Initial Note, the “Halo Notes”) in the principal amount of $400,000 with a conversion rate of $0.16 per Halo common share, provided that certain revenue thresholds are met. If the Portfolio has produced aggregate revenue of less than the set threshold during the prior 12 months, then the principal amount of the Earnout Note will be reduced dollar for dollar.

 

Each of the Halo Notes above are secured solely by the Portfolio.

 

 

 

 

Upon closing, Halo will continue to engage High Tide to substantially oversee all aspects of its retail cannabis operations with respect to the Portfolio and will pay High Tide ongoing royalties for regulatory advisory services and retail management through blended monthly payments.

 

The parties entered into the Amended Agreement to better align the terms of the Asset Purchase Agreement with broader market and economic factors, to reduce the amount of capital expenditures for both parties, and to provide Halo the opportunity to acquire operational cannabis retail stores. While the Amended Agreement provides for the sale of less assets, namely, the exclusion of cannabis retail stores in the midst of development and development permits, and a lower purchase price of $5.7 million compared to $12 million under the Asset Purchase Agreement, the terms of the Amended Agreement are preferable to Halo because they are consistent with Halo’s goal to obtain a strong foothold in the Canadian cannabis retail industry swiftly by acquiring cannabis retail stores that are already operational. The Amended Agreement is also preferable to High Tide because it can better focus its efforts on the development of its brand, Canna Cabana, it reduced the deemed price per Halo share from $0.26 to $0.16, and results in High Tide being paid the consideration for the sale in cash versus Halo securities.

 

An important aspect of the Amended Agreement is the limited recourse nature of the Halo Notes. High Tide has agreed to limit the recourse upon any events of default, as set out under the Halo Notes to the property and assets subject to the share pledge agreement, guarantee and security agreement to be issued in connection with the Amended Agreement.

 

The parties are currently working together with a view to obtaining the necessary regulatory licences and approvals from Alberta Gaming, Liquor and Cannabis (“AGLC”) and expect the deal to close in the fourth quarter of 2020.

 

About Halo

 

Halo is a leading, vertically-integrated cannabis company that cultivates, extracts, manufactures and distributes quality cannabis flower, oils, and concentrates, and has sold approximately six million grams of oils and concentrates since inception. Halo continues to scale efficiently, partnering with trustworthy leaders in the industry, who value their operational expertise in bringing top-tier products to market. Current growth includes expansion in key markets in the United States and Africa, with planned geographic expansion into U.K. and Canadian markets. With a consumer-centric focus, Halo markets value-driven, branded, and private-label products across multiple product categories. 

 

Recently, the Company acquired a dispensary permit in Los Angeles, and a thirty-thousand square foot cannabis processing and wholesale facility in Ukiah, California. The Company plans to acquire three KushBar™ branded dispensaries in Alberta Canada, and Canmart Limited, a company that holds wholesale distribution and special licenses, allowing the import and distribution of cannabis-based products for medicinal use (CBPM’s) in the United Kingdom. 

 

Halo is led by a strong, diverse and innovative management team, with deep industry knowledge and blue-chip experience. The Company is currently operating in the United States in California, Oregon, and Nevada. Internationally, the Company is currently cultivating cannabis at Bophelo Bioscience & Wellness (Pty) Ltd, in Lesotho under a 200 hectare license, and is planning importation and distribution of CBPM’s into the United Kingdom via Canmart.

 

2

 

 

CONTACT INFORMATION

 

Halo Labs

Investor Relations

info@halocanna.com

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of cannabis lifestyle accessories. Its premier Canadian retail brand Canna Cabana spans 34 locations in Ontario, Alberta and Saskatchewan, with additional locations under development across Canada. High Tide has been serving cannabis consumers for over a decade through its numerous lifestyle accessory enterprises including eCommerce platforms Grasscity.com and CBDcity.com, lifestyle and licensed entertainment brand manufacturer Famous Brandz, and its wholesale distribution divisions RGR Canada Inc. and Valiant Distribution.

 

High Tide's strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB). 

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Cautionary Note Regarding Forward-Looking Information and Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect. Examples of assumptions in this news release include but are not limited to: (i) High Tide and Halo meeting their respective closing conditions on or prior to the condition date in the Amended Agreement; (ii) Halo’s issuance of the Initial Note and Earnout Note, if applicable, to High Tide; and (iii) obtaining the necessary approvals and licenses from the AGLC. While the Company considers these assumptions to be reasonable in the circumstances, there can be no assurance that such expectations will prove to be correct. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, neither High Tide nor Halo has any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

3

 

 

EXHIBIT 99.74

 

 

FOR IMMEDIATE RELEASE

 

High Tide to Announce Third Quarter 2020 Financial Results

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES

 

Calgary, AB, September 8, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of cannabis lifestyle accessories, will release its financial and operational results for the quarter ended July 31, 2020 before financial markets open on September 16, 2020. High Tide’s third quarter financial and operational results will be available on SEDAR and on the Company’s website at www.hightideinc.com/invest.

 

Following the release of its third quarter financial and operational results, High Tide will host a conference call with Raj Grover, President and Chief Executive Officer, and Rahim Kanji, Chief Financial Officer, at 8:30 AM Eastern Time on September 16, 2020. The conference call will discuss High Tide’s third quarter financial and operational results and updates on the Company’s plans for the balance of the current fiscal year.

 

Dial-In Information

 

US/CANADA Participant Toll-Free Dial-In Number: (833) 570-1148

US/CANADA Participant International Dial-In Number: (914) 987-7095

Conference ID: 1984555

 

In order to join the conference call, all speakers and participants will be required to provide the Conference ID listed above.

 

Encore Replay Information (Available until September 23, 2020)

 

Toll-Free Encore Dial-In Number: (855) 859-2056

Encore Dial-In Number: (404) 537-3406

Conference ID: 1984555

 

In addition to the toll-free number listed above, participants can also dial (800) 585-8367 to access Encore.

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis corporation enhanced by the manufacturing and distribution of cannabis lifestyle accessories. Its premier Canadian retail brand Canna Cabana spans 34 locations in Ontario, Alberta and Saskatchewan, with additional locations under development across Canada. High Tide has been serving cannabis consumers for over a decade through its numerous lifestyle accessory enterprises including eCommerce platforms Grasscity.com and CBDcity.com, lifestyle and licensed entertainment brand manufacturer Famous Brandz, and its wholesale distribution divisions RGR Canada Inc. and Valiant Distribution.

 

 

 

 

High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB). 

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com. 

 

Forward-Looking Information

 

This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws (“forward-looking statements”). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “achieve”, “could”, “believe”, “plan”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “outlook”, “expect”, “project” and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions “may” or “will” occur. These statements are only predictions.

 

Forward-looking statements are based on the opinions and estimates of management of High Tide at the date the statements are made based on information then available to High Tide. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of High Tide, which may cause High Tide’s actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include: final regulatory and other approvals or consents; fluctuations in general macroeconomic conditions; fluctuations in securities markets; the impact of the COVID-19 pandemic; the ability of the Company to successfully achieve its business objectives and political and social uncertainties.

 

No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward- looking statements and information contained in this news release.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide has no any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

 

 

EXHIBIT 99.75

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

HIGH TIDE EXTENDS MATURITY OF A LOAN IN CONSIDERATION FOR WARRANTS

 

Calgary, AB, September 14, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of cannabis lifestyle accessories, is pleased to announce that it has extended the term of a $2,000,000 loan (the “Loan”) which the Company borrowed from an arm’s length third party (the “Lender”) bearing an interest rate of 12% pursuant to a loan agreement dated September 4, 2019 (the “Loan Agreement”).

 

Under the terms of the loan amending agreement (the “Loan Amending Agreement”), the maturity of the Loan was extended until September 30, 2021. The parties also entered into a warrant exchange agreement wherein the 1,600,000 warrants the Lender originally received as consideration for the Loan under the Loan Agreement, having an exercise price of $0.85 per common share of High Tide (“Common Share”) and exercisable for a period of 2 years from the effective date of the Loan (the “Original Warrants”), were terminated and 1,600,000 new warrants having an exercise price of $0.30 per Common Share and expiring on September 30, 2021 (the “New Warrants”) were issued.

 

The Loan Amending Agreement provides High Tide with greater financial flexibility and allows the Company to defer debt obligations which were otherwise due immediately.

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis corporation enhanced by the manufacturing and distribution of cannabis lifestyle accessories. Its premier Canadian retail brand Canna Cabana spans 34 locations in Ontario, Alberta and Saskatchewan, with additional locations under development across Canada. High Tide has been serving cannabis consumers for over a decade through its numerous lifestyle accessory enterprises including eCommerce platforms Grasscity.com and CBDcity.com, lifestyle and licensed entertainment brand manufacturer Famous Brandz, and its wholesale distribution divisions RGR Canada Inc. and Valiant Distribution.

 

High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

 

Forward-Looking Information

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to assumptions relating to the ability of High Tide to issue the New Warrants, to make timely payments under the new terms of the Loan Amending Agreement, and the impact of current and future economic and market conditions on the business, assets, financial condition and results of operations of High Tide. High Tide considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the assumptions set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, but are not limited to: High Tide’s ability to make the Loan payments under the terms of the Loan Amending Agreement, the extent to which the Loan Amending Agreement and Advisory Agreement will provide greater financial flexibility for the Company, fluctuations in general macroeconomic conditions, fluctuations in securities markets, the impact of the COVID-19 pandemic, and the ability of the Company to successfully achieve its business objectives and political and social uncertainties.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

 

 

EXHIBIT 99.76

 

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

 

I, Rahim Kanji, Chief Financial Officer of High Tide Inc., certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (collectively, the “interim filings”) of High Tide Inc. (the “issuer”) for the interim financial period ended July 31, 2020.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

Date: September 16, 2020  
   
“Rahim Kanji”  
Rahim Kanji  
Chief Financial Officer  

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

EXHIBIT 99.77

 

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

 

I, Harkirat Grover, Chief Executive Officer of High Tide Inc., certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (collectively, the “interim filings”) of High Tide Inc. (the “issuer”) for the interim financial period ended July 31, 2020.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

Date: September 16, 2020.

 

“Harkirat Grover”  
Harkirat Grover  
Chief Executive Officer  

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

Exhibit 99.78

 

 

 

High Tide Reports Third Quarter 2020 Financial Results Featuring $2.1 Million of Operating Income

 

/NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS./

 

CALGARY, AB, Sept. 16, 2020 /CNW/ - High Tide Inc. (“High Tide” or the “Company”) (CSE: HITI) (OTCQB: HITIF) (FRA:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of cannabis lifestyle accessories, is pleased to report its financial and operating results for the third quarter of fiscal 2020 ending July 31, 2020.

 

 

Third Quarter 2020 – Financial Highlights:

 

Revenue for the three months ended July 31, 2020 increased by 180%, to $23.20 million from $8.29 million for the same quarter last year.
Segment-wise for the three months ended July 31, 2020, revenue was earned 89% ($20.54 million) by Retail, 11% ($2.63 million) by Wholesale and an immaterial percentage ($0.04 million) by Corporate, which compares to 80% ($6.64 million), 17% ($1.42 million) and 3% ($0.23 million), respectively, for the same period of 2019.
Geographically for the three months ended July 31, 2020, revenue was earned 75% ($17.41 million) in Canada, 23% ($5.32 million) in the United States and 2% ($0.48 million) internationally, which compares to 79% ($6.51 million), 20% ($1.63 million) and 1% ($0.15 million), respectively, for the same quarter last year.
Gross profit for the three months ended July 31, 2020 increased by 202%, to $9.23 million from $3.06 million for the same period of 2019.
Gross profit margin for the three months ended July 31, 2020 increased to 40% from 37% for the same quarter last year.
Income from operations for the three months ended July 31, 2020 was $2.11 million compared to a loss from operations of $4.04 million for the same period of 2019.
Adjusted EBITDA(1) for the three months ended July 31, 2020 was $3.96 million compared to an Adjusted EBITDA loss of $3.37 million for the same quarter last year.
Cash and cash equivalents as at July 31, 2020 increased to $7.11 million from $0.81 million as at October 31, 2019.

 

“This exceptional combination of quarterly financial metrics, specifically the record levels and continued growth trends in revenue, gross profit margin, operating income, positive adjusted EBITDA and net income, reinforces our conviction that High Tide is one of the top performing cannabis companies in Canada today. High Tide’s diversified and integrated businesses, including its best-in- class e-commerce platform, were strategically positioned to generate the Company’s strongest results since inception,” said Raj Grover, President and Chief Executive Officer. “Our dedicated and passionate employees worked together to achieve these outstanding results and they should feel extremely proud of their hard work in this collective accomplishment. I am very thankful to our shareholders and stakeholders for their ongoing support of our strategy and we remain committed to achieving the highest standard in Canadian Cannabis retail.” added Mr. Grover.

 

 

 

 

 

 

Raj Grover, President & CEO, High Tide Inc. (CNW Group/High Tide Inc.)

 

Third Quarter 2020 – Operational Highlights:

 

The Company’s diversified businesses continue to gain momentum in this challenging economic environment, with the best-in-class Grasscity e-commerce platform driving continued growth in market share and daily transaction volume across North America.
Through the COVID-19 pandemic, existing Canna Cabana and KushBar locations have remained operational, despite the complex conditions facing the retail industry across Canada.
The Company opened four new Canna Cabana retail locations in Ontario: Niagara Falls, Toronto – Parliament, Burlington, and Toronto – Bayview, bringing the current total to 7 branded stores in the province.
The Company restructured $10.8 million of debt into an interest free debenture due in 2025. The Company opened a KushBar store in Medicine Hat, Alberta.
Currently, there are approximately 57,000 members of Cabana Club, which has resulted in over 50% of the Company’s average daily retail cannabis transactions being conducted by Club members.
As of the date of this news release, the Company’s portfolio includes a total of 37 branded retail cannabis locations in Ontario, Alberta, and Saskatchewan.

 

Subsequent Events:

 

The Company opened a Canna Cabana store in the year-around tourist destination of Banff, Alberta.
The Company entered into a definitive arrangement agreement to acquire all the issued and outstanding shares of Meta Growth Corp., subsequent to which it will become the largest cannabis retailer in Canada with annualized pro-forma revenue of approximately $148 Million. The investor presentation that provides an overview of the transaction will be updated to include High ● Tide’s and Meta Growth’s recent financial results and will be available on their respective websites.
The Company amended the asset purchase agreement with Halo Labs to focus on three KushBar operating stores for a revised sale price of $5.7 million, which is subject to the requisite regulatory approvals.
The Company extended maturity of a $2.0 million loan to September 30, 2021 in consideration for warrants.

 

2

 

 

Selected financial information for the three and nine months ended July 31, 2020: (Expressed in thousands of Canadian Dollars)

 

    Three Months Ended July 31,     Nine Months Ended July 31,  
   

2020

$

    2019
$
    %
Change
   

2020

$

    2019
$
    %
Change
 
Revenue     23,204       8,288       180 %     56,435       19,885       184 %
Gross profit     9,228       3,060       202 %     21,393       7,202       197 %
Total operating expenses     7,118       7,098       0 %     21,169       20,450       4 %
Adjusted EBITDA(a)     3,961       (3,369 )     NM       5,346       (10,204 )     NM  
Income (loss) fromoperations     2,110       (4,038 )     NM       224       (13,248 )     NM  
Net income (loss)     4,268       (3,724 )     NM       (4,630 )     (10,864 )     (57 )%
Income (loss) per share (basic)     0.02       (0.02 )     NM       (0.02 )     (0.06 )     (67 )%
Income (loss) per share (diluted)     0.02       (0.02 )     NM       (0.02 )     (0.06 )     (67 )%

 

(a) Adjusted EBITDA is a non-IFRS financial measure.

 

NM– Not Meaningful

 

The following is a reconciliation of Adjusted EBITDA to Net Loss:

 

    Three Months Ended     Nine Months  
    July 31,     Ended July 31,  
    2020     2019     2020     2019  
Net income (loss)     4,268       (3,724 )     (4,630 )     (10,864 )
Income taxes     268       (1,310 )     278       (3,706 )
Accretion and interest     2,549       1,040       6,995       1,377  
Depreciation and amortization     1,849       462       5,022       910  
EBITDA (1, 2)     8,934       (3,532 )     7,665       (12,283 )
Foreign exchange     4       (41 )     (17 )     (5 )
Transaction and acquisition costs     193       -       988       142  
Revaluation of derivative liability     67       -       (247 )     -  
Gain on extinguishment of financial liability     (3,576 )     -       (3,390 )     -  
Impairment loss     -       -       247       -  
Share-based compensation     2       207       100       2,029  
Revaluation of marketable securities     (1,663 )     -       -       -  
Discount on accounts receivable     -       (5 )     -       (87 )
Gain on disposal of property and equipment     -       2       -       -  
Adjusted EBITDA (1, 2)     3,961       (3,369 )     5,346       (10,204 )

 

(1) Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and Adjusted EBITDA. These measures do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. Non-IFRS measures provide investors with a supplemental measure of the Company’s operating performance and therefore highlight trends in Company’s core business that may not otherwise be apparent when relying solely on IFRS measures. Management uses non-IFRS measures in measuring the financial performance of the Company.

 

(2) Financial information for 2019 has not been restated for the adoption of IFRS 16. For the three months ended July 31, 2020, the Company made $1,261 in lease payments. For the nine months ended July 31, 2020, the Company made $3,400 in lease payments.

 

Outlook

 

High Tide remains focused on the fundamentals of profitable retail, while continuing to leverage cannabis and its related accessories through the Company’s manufacturing and e-commerce business portfolio. High Tide’s diverse mix of consumer channels provides access to layered insights and context unavailable to competitors, providing the Company with an advantage in understanding the development of North American and global cannabis user preferences in real time.

 

The Company believes that achieving positive cash flow from operations, the restructuring of $10.8 million of debt into an interest-free debenture due in 2025 and the pending acquisition of META Growth has strongly positioned High Tide to execute on its strategic growth objectives for the remainder of fiscal 2020 and beyond. The Company is well funded and operationally prepared to further its expansion in Ontario, as Canada’s largest and most underserved market.

 

3

 

 

About High Tide Inc.

 

High Tide is a retail-focused a retail-focused cannabis corporation enhanced by the manufacturing and distribution of cannabis lifestyle accessories. Its premier Canadian retail brand Canna Cabana spans 34 locations in Ontario, Alberta, and Saskatchewan, with additional locations under development across Canada. High Tide has been serving cannabis consumers for over a decade through its numerous lifestyle accessory enterprises including e-commerce platforms Grasscity.com and CBDcity.com, lifestyle and licensed entertainment brand manufacturer Famous Brandz, and its distribution divisions RGR Canada and Valiant Distribution.

 

High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX: APHA) (NYSE: APHA) and Aurora Cannabis Inc. (NYSE: ACB) (TSX: ACB).

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements, including, but not limited to (i) the expected ability of the Company to receive funds from the Windsor Capital credit facility. (ii) the sale of the common shares of Halo Labs; and (iii) the Company’s intention to develop all permits that it holds Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward- looking statements relate to future events or future performance and reflect current estimates, predictions, expectations, or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be

forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will have sufficient funds to execute on its strategic growth objectives in 2020. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward–looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

c   View original content to download multimedia: http://www.newswire.ca/en/releases/archive/September2020/16/c1758.html

 

%SEDAR: 00045217E

 

For further information: Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

CO: High Tide Inc.

 

CNW 07:10e 16-SEP-20

 

 

4

 

 

Exhibit 99.79

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Reports Third Quarter 2020 Financial Results Featuring $2.1 Million of Operating Income

 

Calgary, AB, September 16, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (FRA:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of cannabis lifestyle accessories, is pleased to report its financial and operating results for the third quarter of fiscal 2020 ending July 31, 2020.

 

Third Quarter 2020 – Financial Highlights:

 

Revenue for the three months ended July 31, 2020 increased by 180%, to $23.20 million from $8.29 million for the same quarter last year.

Segment-wise for the three months ended July 31, 2020, revenue was earned 89% ($20.54 million) by Retail, 11% ($2.63 million) by Wholesale and an immaterial percentage ($0.04 million) by Corporate, which compares to 80% ($6.64 million), 17% ($1.42 million) and 3% ($0.23 million), respectively, for the same period of 2019.
Geographically for the three months ended July 31, 2020, revenue was earned 75% ($17.41 million) in Canada, 23% ($5.32 million) in the United States and 2% ($0.48 million) internationally, which compares to 79% ($6.51 million), 20% ($1.63 million) and 1% ($0.15 million), respectively, for the same quarter last year.
Gross profit for the three months ended July 31, 2020 increased by 202%, to $9.23 million from $3.06 million for the same period of 2019.
Gross profit margin for the three months ended July 31, 2020 increased to 40% from 37% for the same quarter last year.
Income from operations for the three months ended July 31, 2020 was $2.11 million compared to a loss from operations of $4.04 million for the same period of 2019.
Adjusted EBITDA(1) for the three months ended July 31, 2020 was $3.96 million compared to an Adjusted EBITDA loss of $3.37 million for the same quarter last year.
Cash and cash equivalents as at July 31, 2020 increased to $7.11 million from $0.81 million as at October 31, 2019.

 

 

 

 

 

Raj Grover, President and
Chief Executive Officer

“This exceptional combination of quarterly financial metrics, specifically the record levels and continued growth trends in revenue, gross profit margin, operating income, positive adjusted EBITDA and net income, reinforces our conviction that High Tide is one of the top performing cannabis companies in Canada today. High Tide’s diversified and integrated businesses, including its best-in-class e-commerce platform, were strategically positioned to generate the Company’s strongest results since inception,” said Raj Grover, President and Chief Executive Officer. “Our dedicated and passionate employees worked together to achieve these outstanding results and they should feel extremely proud of their hard work in this collective accomplishment. I am very thankful to our shareholders and stakeholders for their ongoing support of our strategy and we remain committed to achieving the highest standard in Canadian Cannabis retail.” added Mr. Grover.

 

Third Quarter 2020 – Operational Highlights:

 

The Company’s diversified businesses continue to gain momentum in this challenging economic environment, with the best-in-class Grasscity e-commerce platform driving continued growth in market share and daily transaction volume across North America.
Through the COVID-19 pandemic, existing Canna Cabana and KushBar locations have remained operational, despite the complex conditions facing the retail industry across Canada.
The Company opened four new Canna Cabana retail locations in Ontario: Niagara Falls, Toronto – Parliament, Burlington, and Toronto – Bayview, bringing the current total to 7 branded stores in the province.
The Company restructured $10.8 million of debt into an interest free debenture due in 2025.
The Company opened a KushBar store in Medicine Hat, Alberta.
Currently, there are approximately 57,000 members of Cabana Club, which has resulted in over 50% of the Company’s average daily retail cannabis transactions being conducted by Club members.
As of the date of this news release, the Company’s portfolio includes a total of 37 branded retail cannabis locations in Ontario, Alberta, and Saskatchewan.

 

Subsequent Events:

 

The Company opened a Canna Cabana store in the year-around tourist destination of Banff, Alberta.
The Company entered into a definitive arrangement agreement to acquire all the issued and outstanding shares of Meta Growth Corp., subsequent to which it will become the largest cannabis retailer in Canada with annualized pro-forma revenue of approximately $148 Million. The investor presentation that provides an overview of the transaction will be updated to include High Tide's and Meta Growth's recent financial results and will be available on their respective websites.
The Company amended the asset purchase agreement with Halo Labs to focus on three KushBar operating stores for a revised sale price of $5.7 million, which is subject to the requisite regulatory approvals.
The Company extended maturity of a $2.0 million loan to September 30, 2021 in consideration for warrants.

 

2

 

 

Selected financial information for the three and nine months ended July 31, 2020:

 

(Expressed in thousands of Canadian Dollars)

 

    Three Months Ended     Nine Months Ended  
    July 31,     July 31,  
    2020     2019     %     2020     2019     %  
    $     $     Change     $     $     Change  
Revenue     23,204       8,288       180 %     56,435       19,885       184 %
Gross profit     9,228       3,060       202 %     21,393       7,202       197 %
Total operating expenses     7,118       7,098       0 %     21,169       20,450       4 %
Adjusted EBITDA(a)     3,961       (3,369 )     NM       5,346       (10,204 )     NM  
Income (loss) from operations     2,110       (4,038 )     NM       224       (13,248 )     NM  
Net income (loss)     4,268       (3,724 )     NM       (4,630 )     (10,864 )     (57 )%
Income (loss) per share (basic)     0.02       (0.02 )     NM       (0.02 )     (0.06 )     (67 )%
Income (loss) per share (diluted)     0.02       (0.02 )     NM       (0.02 )     (0.06 )     (67 )%

 

(a) Adjusted EBITDA is a non-IFRS financial measure.

 

NM – Not Meaningful

 

The following is a reconciliation of Adjusted EBITDA to Net Loss:

 

    Three Months Ended     Nine Months Ended  
    July 31,     July 31,  
    2020     2019     2020     2019  
Net income (loss)     4,268       (3,724 )     (4,630 )     (10,864 )
Income taxes     268       (1,310 )     278       (3,706 )
Accretion and interest     2,549       1,040       6,995       1,377  
Depreciation and amortization     1,849       462       5,022       910  
EBITDA (1, 2)     8,934       (3,532 )     7,665       (12,283 )
Foreign exchange     4       (41 )     (17 )     (5 )
Transaction and acquisition costs     193       -       988       142  
Revaluation of derivative liability     67       -       (247 )     -  
Gain on extinguishment of financial liability     (3,576 )     -       (3,390 )     -  
Impairment loss     -       -       247       -  
Share-based compensation     2       207       100       2,029  
Revaluation of marketable securities     (1,663 )     -       -       -  
Discount on accounts receivable     -       (5 )     -       (87 )
Gain on disposal of property and equipment     -       2       -       -  
Adjusted EBITDA (1, 2)     3,961       (3,369 )     5,346       (10,204 )

 

(1) Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and Adjusted EBITDA. These measures do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. Non-IFRS measures provide investors with a supplemental measure of the Company’s operating performance and therefore highlight trends in Company’s core business that may not otherwise be apparent when relying solely on IFRS measures. Management uses non-IFRS measures in measuring the financial performance of the Company.

 

(2) Financial information for 2019 has not been restated for the adoption of IFRS 16. For the three months ended July 31, 2020, the Company made $1,261 in lease payments. For the nine months ended July 31, 2020, the Company made $3,400 in lease payments.

 

3

 

 

Outlook

 

High Tide remains focused on the fundamentals of profitable retail, while continuing to leverage cannabis and its related accessories through the Company’s manufacturing and e-commerce business portfolio. High Tide’s diverse mix of consumer channels provides access to layered insights and context unavailable to competitors, providing the Company with an advantage in understanding the development of North American and global cannabis user preferences in real time.

 

The Company believes that achieving positive cash flow from operations, the restructuring of

$10.8 million of debt into an interest-free debenture due in 2025 and the pending acquisition of META Growth has strongly positioned High Tide to execute on its strategic growth objectives for the remainder of fiscal 2020 and beyond. The Company is well funded and operationally prepared to further its expansion in Ontario, as Canada’s largest and most underserved market.

 

About High Tide Inc.

 

High Tide is a retail-focused a retail-focused cannabis corporation enhanced by the manufacturing and distribution of cannabis lifestyle accessories. Its premier Canadian retail brand Canna Cabana spans 34 locations in Ontario, Alberta, and Saskatchewan, with additional locations under development across Canada. High Tide has been serving cannabis consumers for over a decade through its numerous lifestyle accessory enterprises including e-commerce platforms Grasscity.com and CBDcity.com, lifestyle and licensed entertainment brand manufacturer Famous Brandz, and its distribution divisions RGR Canada and Valiant Distribution.

 

High Tide's strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX: APHA) (NYSE: APHA) and Aurora Cannabis Inc. (NYSE: ACB) (TSX: ACB).

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements, including, but not limited to (i) the expected ability of the Company to receive funds from the Windsor Capital credit facility. (ii) the sale of the common shares of Halo Labs; and (iii) the Company’s intention to develop all permits that it holds Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations, or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of the Company to execute on its business plan and that the Company will have sufficient funds to execute on its strategic growth objectives in 2020. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

4

 

 

EXHIBIT 99.80

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide and Namaste Technologies Add Recreational Cannabis Products to CannMart.com for Saskatchewan Customers

 

Calgary, AB, September 22, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (FRA:2LY) and Namaste Technologies Inc. (“Namaste”) (TSXV:N) (FRANKFURT:M5BQ) (OTCMKTS:NXTTF) today announced that wholly-owned subsidiaries of each corporation recently entered into a CannMart Marketplace Agreement pursuant to which High Tide, via Canna Cabana (SK) Inc. as a licensed retailer by the Saskatchewan Liquor and Gaming Authority, will make recreational cannabis products available online exclusively on CannMart.com as a licensee under Namaste’s VendorLink platform for an initial term of one year, subject to renewals (the “Agreement”). Upon launch, approximately 40 products designated for recreational use will be available to Saskatchewan-based customers, with weekly inventory changes and product additions to follow.

 

The Agreement marks Namaste’s entrance into the direct-to-consumer recreational cannabis market via CannMart.com by using its new marketplace solution, VendorLink, to facilitate the sale of cannabis products by licensed retailers. For High Tide, the Agreement accelerates its growth plans in the province and expands its customer reach based on CannMart’s established e-commerce business. Customers within the designated region will be able to shop a diverse catalogue of recreational cannabis products without the need for a prescription. Conversely, CannMart’s medical customers in Saskatchewan will have the ability to select and purchase both medical and recreational products.

 

“This is a landmark moment for Namaste. I’ve been grateful for the opportunity to put all the pieces together to deliver on the mission that Namaste committed to shareholders over the past years. We’ve finally reached the point where they can start to see the fruition of that mission: to provide the technology and infrastructure for Canadians to order cannabis safely and reliably no matter where they are,” said Meni Morim, Chief Executive Officer of Namaste Technologies. “There are so many choices in the cannabis marketplace and we have worked tirelessly to integrate our machine-learning technology into the selection process for consumers and let retailers focus on what they do best – provide the best in-store experience and let us do the heavy lifting online. Canada is the first step and I am excited about what’s coming next,” added Mr. Morim.

 

“This Agreement brings together two complementary enterprises that are focused on the Canadian cannabis consumer and providing safe and convenient access to residents across Saskatchewan. We are excited to work with Namaste and their new VendorLink service to activate a substantial e-commerce sales channel under Canna Cabana,” said Raj Grover, President and Chief Executive Officer of High Tide. “As the province with the most business-friendly regulatory framework, Saskatchewan offers us the opportunity to leverage our strength as a large cannabis retailer through strategic partnerships like this one. Further, this arrangement is nicely aligned with High Tide’s goal of achieving sustainable growth via significant revenue opportunities, without burdening the Company with additional infrastructure or capital costs,” added Mr. Grover.

 

 

 

 

“Everyone talks about AI, e-commerce, UI/UX and other technology when it comes to online shopping. We live and breathe e-Commerce technology and know what matters: the customer, the vendors, and how they find each other. Our marketplace, VendorLink, is a matchmaker, much like Uber, Airbnb and Amazon are,” said Chad Agate, Chief Technology Officer of Namaste Technologies. “We’ve taken our proprietary technology developed over the years and delivered an experience where basket size averages reach $135, which is more than the current industry average for both in-store and online purchases. This is the mark of successfully pairing consumers with products,” added Mr. Agate.

 

This initiative is part of Namaste’s overarching goal to increase its total addressable market, as well as offer customers a frictionless buying experience on CannMart.com. Licensed cannabis retailers across Canada interested in joining VendorLink and expanding their customer base by establishing themselves on CannMart.com can join the experience by registering their interest at https://cannmart.com/sell-on-cannmart.

 

About Namaste Technologies

 

Headquartered in Toronto, Canada, Namaste Technologies is a leading online platform for cannabis products, accessories, and responsible education. Namaste’s ‘everything cannabis store’, CannMart.com, provides medical customers with a diverse selection of hand-selected products from a multitude of federally-licensed cultivators, all on one convenient site. Namaste also distributes licensed and in-house branded cannabis and cannabis derived products to recreational consumers in Canada through a number of provincial government control boards and retailing bodies and online in Saskatchewan. Namaste’s global technology and continuous innovation address local needs in a burgeoning cannabis industry requiring smart solutions.

 

namastetechnologies.com
cannmart.com

NamasteMD.com

 

For more information please contact:

Incite Capital Markets

Eric Negraeff / Darren Seed

Ph: 604.493.2004

For Meni Morim, CEO

Namaste Technologies Inc.

Ph: 604.493.2004

Email: ir@namastetechnologies.com

 

About High Tide

 

High Tide is a retail-focused a retail-focused cannabis corporation enhanced by the manufacturing and distribution of cannabis lifestyle accessories. Its premier Canadian retail brand Canna Cabana spans 34 locations in Ontario, Alberta, and Saskatchewan, with additional locations under development across Canada. High Tide has been serving cannabis consumers for over a decade through its numerous lifestyle accessory enterprises including e-commerce platforms Grasscity.com and CBDcity.com, lifestyle and licensed entertainment brand manufacturer Famous Brandz, and its distribution divisions RGR Canada and Valiant Distribution.

 

2

 

 

High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX: APHA) (NYSE: APHA) and Aurora Cannabis Inc. (NYSE: ACB) (TSX: ACB).

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations, or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

3

 

EXHIBIT 99.81

 

 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

 

to be held on October 27, 2020

 

and

 

NOTICE OF ORIGINATING APPLICATION

TO THE COURT OF QUEEN’S BENCH OF ALBERTA

 

and

 

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

 

with respect to a

 

PLAN OF ARRANGEMENT

 

involving

 

HIGH TIDE INC.

 

and

 

SHAREHOLDERS OF META GROWTH CORP.

 

September 23, 2020

 

These materials are important and require your immediate attention. They require shareholders of META Growth Corp. to make important decisions. If you are in doubt as to how to make such decisions please contact your financial, legal, tax or other professional advisors. If you have any questions or require assistance with respect to the accompanying materials or the meeting, please contact Kingsdale Advisors, the strategic shareholder advisor and proxy solicitation agent for META Growth Corp., by telephone at 1-800-749-9052 toll-free in North America (+1-416-867-2272 collect) or by e-mail at contactus@kingsdaleadvisors.com

 

Neither the TSX Venture Exchange Inc. nor any securities regulatory authority has in any way passed upon the merits of the plan of arrangement described in this Management Information Circular and Proxy Statement and it is an offence to claim otherwise.

 

 

 

TABLE OF CONTENTS

 

LETTER TO META SHAREHOLDERS i
NOTICE OF SPECIAL MEETING OF META SHAREHOLDERS iii
NOTICE OF ORIGINATING APPLICATION v
QUESTIONS AND ANSWERS REGARDING THE PLAN OF ARRANGEMENT vii
MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT 1
GLOSSARY OF TERMS 5
CURRENCY 16
SUMMARY INFORMATION 17
INFORMATION CONCERNING THE MEETING 26
THE ARRANGEMENT 27
THE ARRANGEMENT AGREEMENT 38
PRINCIPAL LEGAL MATTERS 51
PRINCIPAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS 52
RISK FACTORS 57
PROCEDURES FOR THE SURRENDER OF META SHARES AND RECEIPT OF CONSIDERATION 60
RIGHTS OF DISSENT 62
INFORMATION CONCERNING META 64
INFORMATION CONCERNING HIGH TIDE 66
GENERAL PROXY MATTERS 66
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 70
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 70
INTERESTS OF EXPERTS 71
ADDITIONAL INFORMATION 71

 

APPENDICES

 

Appendix A Arrangement Resolution
Appendix B Interim Order
Appendix C Fairness Opinion
Appendix D Information Concerning High Tide
Appendix E Section 191 of the Business Corporations Act (Alberta)
Appendix F Pro Forma Financial Statements of High Tide
 

 

LETTER TO META SHAREHOLDERS

 

September 23, 2020

 

Dear META Shareholders:

 

You are invited to attend a special meeting (the “Meeting”) of holders (“META Shareholders”) of common shares (“META Shares”) of META Growth Corp. (“META” or the “Corporation”) to be held virtually via live audio webcast, available online using the LUMI meeting platform at https://web.lumiagm.com/232399830, on Tuesday, October 27, 2020 at 11:00 a.m. (EST). At the Meeting, you will be asked to consider and, if deemed advisable, approve a special resolution approving a plan of arrangement (the “Arrangement”) involving META, High Tide Inc. (“High Tide”) and the META Shareholders to be carried out pursuant to an arrangement agreement between the Corporation and High Tide.

 

Full details of the Arrangement are set out in the accompanying Notice of Special Meeting of META Shareholders and Management Information Circular and Proxy Statement (the “Information Circular”). The Information Circular contains a detailed description of the Arrangement, including certain risk factors relating to the completion of the Arrangement. You should consider carefully all of the information in the Information Circular. If you require assistance, consult your financial, legal, tax or other professional advisors.

 

Pursuant to the Arrangement, META Shareholders (other than dissenting META Shareholders) will receive for each META Share held, 0.824 of one common share of High Tide (each whole share being a “High Tide Share”).

 

For additional details about the Arrangement, see “The Arrangement” and “The Arrangement Agreement” in the Information Circular which accompanies this letter.

 

The Arrangement is subject to customary conditions for a transaction of this nature, which include court and regulatory approvals, and approval by not less than 662/3% of the votes cast by the META Shareholders, virtually present or represented by proxy at the Meeting.

 

The board of directors of META (the “META Board”), after consulting with its financial and legal advisors, and after consideration of, among other things, the fairness opinion of Echelon Wealth Partners Inc., has unanimously determined that the Arrangement is in the best interests of the Corporation, that the consideration to be received by META Shareholders pursuant to the Arrangement is fair, from a financial point of view, to META Shareholders and unanimously recommends that META Shareholders vote in favour of the Arrangement. Certain of the directors and officers of META and certain other META Shareholders, who own in the aggregate approximately 14.1% of the outstanding META Shares, have entered into support agreements with High Tide pursuant to which they have agreed to, among other things, vote their META Shares in favour of the Arrangement.

 

The META Board considered a number of factors including, among others, the following:

 

(a) Ownership in a larger company focused on retail cannabis operations. High Tide has established itself as a leading cannabis retailer and the Arrangement positions High Tide, following closing of the Arrangement, as the largest cannabis retailer in Canada by revenue and network;

 

(b) Preserving shareholder value. The META Board’s assessment of the current and future state of the debt and equity markets that could be available to META to provide META with the full amount of funding it requires to finance its business and operations, including the risk that such funding may not be obtained in a reasonable time or in full or on terms satisfactory to META, as well as the META Board’s assessment of market conditions;

 

(c) Premium to META Shareholders. The exchange ratio values the META Shares at $0.133 per META Share, representing a premium of 14% based on the 10-day volume-weighted average price of the META Shares on the TSX Venture Exchange and High Tide Shares on the Canadian Securities Exchange as of August 20, 2020; and

 

i

 

(d) Continuity and retention. As part of the acquisition of META, High Tide will retain certain members of the experienced and well regarded team of META. Following the acquisition of META, High Tide will have greater financial and human resources, enabling it to more effectively accelerate the build-out of META’s retail cannabis footprint.

 

Amid ongoing concerns about the COVID-19 outbreak, META remains mindful of the well-being of our shareholders and their families, our industry partners and other stakeholders as well as the communities in which we operate. META intends on holding the Meeting as a virtual (by electronic means) shareholder meeting only. Shareholders will not be able to attend the Meeting in person. A summary of the information META Shareholders will need to attend the Meeting online is provided in the Information Circular.

 

Your vote is important regardless of the number of META Shares you own. All META Shareholders are encouraged to take the time to complete, sign, date and, in the case of registered META Shareholders, return the enclosed applicable form of proxy in accordance with the instructions set out therein and in the Information Circular so that your META Shares can be voted at the Meeting in accordance with your instructions. If you are a non-registered META Shareholder and hold your META Shares through a broker, custodian, nominee or other intermediary, please complete and return the voting instruction form or other authorization form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided. Failure to do so may result in your META Shares not being eligible to be voted at the Meeting.

 

To be effective, the enclosed proxy must be received by TSX Trust Company, Attention: Proxy Department, 301 - 100 Adelaide Street West, Toronto, Ontario M5H 4H1, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof. Registered META Shareholders may also use the internet site at www.voteproxyonline.com to transmit their voting instructions.

 

If you are a registered META Shareholder, in order to receive the High Tide Shares that you are entitled to upon the completion of the Arrangement, you must complete and sign the enclosed Letter of Transmittal and return it, together with your share certificate(s) and any other required documents and instruments, to TSX Trust Company, in accordance with the procedures set out in the enclosed Letter of Transmittal.

 

The Information Circular contains a detailed description of the Arrangement. Please give this material your careful consideration and, if you require assistance, consult your financial, legal, tax or other professional advisors. Please complete and deliver the enclosed form of proxy in order to ensure your representation at the Meeting.

 

On behalf of the META Board, I would like to express our gratitude for the ongoing support our META Shareholders have demonstrated with respect to our decision to take part in this important event in the history of the Corporation. We would also like to thank our employees for their hard work on this task and for providing their support for the proposed transaction.

 

  Yours truly,
   
  (signed) “Mark Goliger
   
  Mark Goliger
  Chief Executive Officer
  META Growth Corp.

 

These materials are important and require your immediate attention. They require shareholders of META Growth Corp. to make important decisions. If you are in doubt as to how to make such decisions please contact your financial, legal, tax or other professional advisors. If you have any questions or require assistance with respect to the accompanying Information Circular or the Meeting, please contact Kingsdale Advisors, the strategic shareholder advisor and proxy solicitation agent for META Growth Corp., by telephone at 1-800-749-9052 toll-free in North America (+1-416-867-2272 collect) or by e-mail at contactus@kingsdaleadvisors.com

 

ii

 

META GROWTH CORP.

 

NOTICE OF SPECIAL MEETING OF META SHAREHOLDERS TO BE HELD ON OCTOBER 27, 2020

 

NOTICE IS HEREBY GIVEN that, pursuant to an order (the “Interim Order”) of the Court of Queen’s Bench of Alberta dated September 22, 2020, a special meeting (the “Meeting”) of the holders (“META Shareholders”) of common shares (“META Shares”) of META Growth Corp. (“META” or the “Corporation”) will be held virtually via live audio webcast, available online using the LUMI meeting platform at https://web.lumiagm.com/232399830, on Tuesday, October 27, 2020, at 11:00 a.m. (EST) for the following purposes:

 

(a) to consider, pursuant to the Interim Order and, if deemed advisable, to approve, with or without variation, a special resolution (the “Arrangement Resolution”), the full text of which is set forth in Appendix A to the accompanying information circular and proxy statement dated September 23, 2020 (the “Information Circular”), to approve a plan of arrangement under Section 193 of the Business Corporations Act (Alberta) (the “Arrangement”), all as more particularly described in the Information Circular; and

 

(b) to transact such other business, including amendments to the foregoing, as may properly be brought before the Meeting or any adjournment or postponement thereof.

 

The record date for determination of META Shareholders entitled to receive notice of and to vote at the Meeting is September 8, 2020 (the “Record Date”).

 

Only META Shareholders whose names have been entered in the register of the holders of META Shares on the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting in respect of META Shares, except, to the extent a META Shareholder transfers ownership of any META Shares after the Record Date and the transferee of those META Shares produces properly endorsed certificates evidencing such META Shares or otherwise establishes ownership of such shares and demands, not later than 10 days before the Meeting, to be included in the list of META Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those META Shares at the Meeting.

 

Registered holders of META Shares have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement Resolution is passed, to be paid the fair value of their securities in accordance with the provisions of Section 191 of the Business Corporations Act (Alberta), as modified by the Interim Order. A META Shareholder’s right to dissent is more particularly described in the accompanying Information Circular. Failure to strictly comply with the requirements set forth in Section 191 of the Business Corporations Act (Alberta), as modified by the Interim Order, may result in the loss of any right of dissent. A dissenting registered META Shareholder must send to META a written objection to the Arrangement Resolution, which written objection must be received by META, c/o Borden Ladner Gervais LLP, Centennial Place, East Tower, 1900, 520 – 3rd Avenue S.W., Calgary Alberta T2P 0R3, Attention: David T. Madsen, Q.C., by 5:00 pm. (MST) on October 22, 2020 (or the business day that is three business days prior to the date of the Meeting if it is not held on October 27, 2020). Persons who are beneficial owners of META Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only registered holders of META Shares are entitled to dissent. Accordingly, a beneficial owner of META Shares who desires to exercise the right of dissent must make arrangements for the registered holder of such META Shares to dissent on the beneficial owner’s behalf. Alternatively, the beneficial owner could make arrangements for the META Shares to be registered in such beneficial owner’s name prior to the time the written objection to the Arrangement Resolution is required to be received by the Corporation.

 

Amid ongoing concerns about the COVID-19 outbreak, META remains mindful of the well-being of its shareholders and their families, its industry partners and other stakeholders as well as the communities in which META operates. META intends on holding the Meeting as a virtual (by electronic means) shareholder meeting only. Shareholders will not be able to attend the Meeting in person. A summary of the information META Shareholders will need to attend the Meeting online is provided in the Information Circular.

 

iii

 

It is desirable that as many META Shares as possible be represented at the Meeting. If you do not expect to attend and would like your META Shares represented, please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. In order to be effective, a proxy must be forwarded so as to reach or be deposited with TSX Trust Company, Attention: Proxy Department, 301 - 100 Adelaide Street West, Toronto, Ontario M5H 4H1 not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof. The time limit for deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion, without notice. Shareholders may also use the internet site at www.voteproxyonline.com to transmit their voting instructions.

 

Dated at the City of Calgary, in the Province of Alberta, this 23rd day of September, 2020.

 

  BY ORDER OF THE BOARD OF DIRECTORS OF META GROWTH CORP.
   
  (signed) “Mark Goliger
   
  Mark Goliger
  Chief Executive Officer
  META Growth Corp.

 

These materials are important and require your immediate attention. They require shareholders of META Growth Corp. to make important decisions. If you are in doubt as to how to make such decisions please contact your financial, legal, tax or other professional advisors. If you have any questions or require assistance with respect to the accompanying Information Circular or the Meeting, please contact Kingsdale Advisors, the strategic shareholder advisor and proxy solicitation agent for META Growth Corp., by telephone at 1-800-749-9052 toll-free in North America (+1-416-867-2272 collect) or by e-mail at contactus@kingsdaleadvisors.com

 

iv

 

IN THE COURT OF QUEEN’S BENCH OF ALBERTA
JUDICIAL CENTRE OF CALGARY

 

IN THE MATTER OF SECTION 193 OF THE BUSINESS
CORPORATIONS ACT, R.S.A. 2000, c. B-9, AS AMENDED

 

AND IN THE MATTER OF A PROPOSED ARRANGEMENT
INVOLVING META GROWTH CORP., HIGH TIDE INC. AND
THE SHAREHOLDERS OF META GROWTH CORP.

 

NOTICE OF ORIGINATING APPLICATION

 

NOTICE IS HEREBY GIVEN that an originating application (the “Application”) has been filed with the Court of Queen’s Bench of Alberta, Judicial Centre of Calgary (the “Court”) on behalf of META Growth Corp. (“META”) with respect to a proposed arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta), R.S.A. 2000, c. B-9, as amended (the “ABCA”), involving META, High Tide Inc. (“High Tide”) and holders (“META Shareholders”) of common shares of META. The Arrangement is described in greater detail in the information circular and proxy statement of META dated September 23, 2020 (the “Information Circular”) accompanying this Notice of Originating Application.

 

At the hearing of the Application, META intends to seek:

 

(a) an order approving the Arrangement pursuant to the provisions of Section 193 of the ABCA;

 

(b) a declaration that the terms and conditions of the Arrangement, and the procedures relating thereto, are fair, substantively and procedurally, to the META Shareholders and the other persons affected;

 

(c) an order declaring that registered META Shareholders shall have the right to dissent in respect of the Arrangement in accordance with the provisions of Section 191 of the ABCA, as modified by the interim order (the “Interim Order”) of the Court dated September 22, 2020;

 

(d) a declaration that the Arrangement will, upon the filing of the Articles of Arrangement and the issuance of the proof of filing of Articles of Arrangement pursuant to the provisions of Section 193 of the ABCA, become effective in accordance with its terms and will be binding on and after the Effective Time, as defined in the plan of arrangement attached as Schedule “A” to the arrangement agreement dated as of August 20, 2020 between META and High Tide; and

 

(e) such other and further orders, declarations and directions as the Court may deem just.

 

AND NOTICE IS FURTHER GIVEN that the said Application was directed to be heard before a Justice of the Court of Queen’s Bench of Alberta, on the 28th day of October, 2020 at 3:30 p.m. (MST), or as soon thereafter as counsel may be heard. The Application is expected to be heard by teleconference or Webex. Any META Shareholder or any other interested party desiring to support or oppose the Application, may appear at the time of hearing in person or by counsel for that purpose. Any META Shareholder or any other interested party desiring to appear at the hearing for the final order is required to file with the Court of Queen’s Bench of Alberta, Judicial Centre of Calgary, and serve upon META on or before 4:00 p.m. (MST) on October 20, 2020, a notice of intention to appear, including an address for service in the Province of Alberta, indicating whether such META Shareholder or other interested party intends to support or oppose the application or make submissions thereat, together with a summary of the position such META Shareholder or other interested party intends to advocate before the Court and any evidence or materials which are to be presented to the Court by such META Shareholder or other interested party. Service on META shall be effected by delivery to the solicitors for META at the address below. If any META Shareholder or any other interested party does not attend, either in person or by counsel, at that time, the Court may approve the Arrangement as presented, may approve it subject to such terms and conditions as the Court shall deem fit, or may refuse to approve the Arrangement, without any further notice.

 

v

 

AND NOTICE IS FURTHER GIVEN that no further notice of the Application will be given by META and that in the event the hearing of the Application is adjourned, only those persons who have appeared before the Court for the application at the hearing, or who have filed a notice of intention to appear as described above, shall be served with notice of the adjourned date.

 

AND NOTICE IS FURTHER GIVEN that the Court, by the Interim Order, has given directions as to the calling and holding of a special meeting of META Shareholders for the purpose of such META Shareholders voting upon a special resolution to approve the Arrangement and, in particular, has directed that registered META Shareholders shall have the right to dissent with respect to the Arrangement in accordance with the provisions of Section 191 of the ABCA, as modified by such Interim Order.

 

AND NOTICE IS FURTHER GIVEN that the final order of the Court approving the Arrangement will, if granted, serve as the basis for an exemption from the registration requirements of the United States Securities Act of 1933, as amended, pursuant to Section 3(a)(10) thereof, with respect to the issuance of the common shares in the capital of High Tide issuable to META Shareholders pursuant to the Arrangement.

 

AND NOTICE IS FURTHER GIVEN that a copy of the said Application and other documents in the proceedings will be furnished to any META Shareholders or other interested party requesting the same by the undermentioned solicitors for META upon written request delivered to such solicitors as follows:

 

Borden Ladner Gervais LLP
Centennial Place, East Tower
1900, 520 – 3rd Avenue S.W.
Calgary, Alberta T2P 0R3

 

Attention: David T. Madsen, Q.C.
Facsimile No.: (403) 266-1395

 

DATED at the City of Calgary, in the Province of Alberta, this 23rd day of September, 2020.

 

  BY ORDER OF THE BOARD OF DIRECTORS OF META GROWTH CORP.
   
  (signed) “Mark Goliger
   
  Mark Goliger
  Chief Executive Officer
  META Growth Corp.
vi

 

QUESTIONS AND ANSWERS REGARDING THE PLAN OF ARRANGEMENT

 

The following is a summary of certain information contained in or incorporated by reference into this Information Circular, together with some of the questions that you, as a META Shareholder, may have and answers to those questions. You are urged to read the remainder of this Information Circular as the information contained below is of a summary nature, and is qualified in its entirety by the more detailed information contained elsewhere in or incorporated by reference into this Information Circular, all of which are important and should be reviewed carefully. Capitalized terms in this summary have the meanings set out under the heading “Glossary of Terms”.

 

Why is the Meeting being held?

 

The purpose of the Meeting is for META Shareholders to consider and, if deemed advisable, to pass, with or without variation, a special resolution approving the acquisition of the META Shares by High Tide pursuant to the Arrangement. The Arrangement Resolution will be substantially in the form and content of Appendix A to this Information Circular. Approval of the Arrangement Resolution is required in accordance with the Interim Order and Section 193 of the ABCA.

 

If the Arrangement is completed, what will I receive?

 

Pursuant to the Arrangement, META Shareholders (other than Dissenting Shareholders) will receive for each META Share held, 0.824 of one High Tide Share.

 

It is anticipated that upon Closing, the issued and outstanding capital of High Tide will consist of 433,313,083 High Tide Shares on an undiluted basis. As a result: (a) existing High Tide Shareholders will hold an aggregate of 238,232,132 High Tide Shares representing approximately 54.979% of the outstanding High Tide Shares; and (b) former META Shareholders will hold an aggregate of approximately 195,080,951 High Tide Shares representing approximately 45.021% of the outstanding High Tide Shares.

 

See “The Arrangement – Summary of the Arrangement”, “The Arrangement – Arrangement Steps”, “The Arrangement – Effects of the Arrangement” and “Risk Factors – Risks Relating to the Arrangement”.

 

Why should I support the Arrangement?

 

The META Board believes that High Tide has established itself as a leading cannabis retailer and the Arrangement positions High Tide following Closing as the largest cannabis retailer in Canada by revenue and network. Other anticipated benefits include but are not limited to the following:

 

(a) the exchange ratio values the META Shares at $0.133 per META Share, representing a premium of 14%, based on the 10-day volume-weighted average price of the META Shares on the TSXV and High Tide Shares on the CSE as of August 20, 2020;

 

(b) the Arrangement is anticipated to enhance value for META Shareholders through ownership in a larger company focused on retail cannabis operations;

 

(c) as part of the acquisition, High Tide will retain certain members of the experienced and well regarded team of META, and the acquisition of META will advance High Tide’s strategic position in North America as the largest Canadian cannabis retailer;

 

(d) following the acquisition, High Tide will have greater financial and human resources, enabling it to more effectively accelerate the build-out of META’s retail cannabis footprint;

 

(e) High Tide following Closing is anticipated to have industry leading gross margins;

 

(f) the Closing of the Arrangement is intended to lead to optimization of store portfolios of High Tide through the elimination of unprofitable stores;

 

vii

 

(g) High Tide following Closing is anticipated to realize immediate substantial cost and operational synergies; and

 

(h) High Tide following Closing is anticipated to be well positioned to leverage data analytics through robust data collection in stores, which will drive operational efficiencies.

 

We recommend you review in detail the full discussion of the reasons for the Arrangement under “The Arrangement – Reasons for and Benefits of the Arrangement”.

 

Does the META Board support the Arrangement?

 

Yes. The META Board, after consulting with its financial and legal advisors, and after careful consideration of, among other things, the Fairness Opinion: (a) has unanimously determined that the Arrangement is in the best interests of the Corporation and the META Shareholders; (b) has unanimously determined that the consideration to be received by META Shareholders pursuant to the Arrangement is fair, from a financial point of view, to META Shareholders; and (c) unanimously recommends that META Shareholders vote in favour of the Arrangement Resolution.

 

See “The Arrangement Recommendation of the META Board”.

 

When and where will the Meeting take place?

 

The Meeting to be held virtually via live audio webcast, available online using the LUMI meeting platform at https://web.lumiagm.com/232399830, on Tuesday, October 27, 2020, at 11:00 a.m. (EST) for the purposes indicated in the Notice of Meeting.

 

Amid ongoing concerns about the COVID-19 outbreak, META remains mindful of the well-being of its shareholders and their families, its industry partners and other stakeholders as well as the communities in which META operates. META intends on holding the Meeting as a virtual (by electronic means) shareholder meeting only. Shareholders will not be able to attend the Meeting in person.

 

See “Information Concerning the Meeting”.

 

Am I entitled to vote?

 

You are entitled to vote if you were a holder of META Shares as of the close of business on September 8, 2020. META Shareholders shall be entitled to vote on the Arrangement Resolution, with each META Shareholder being entitled to one vote for each META Share held.

 

See “Information Concerning the Meeting”.

 

How do I vote?

 

META Shareholders as of the September 8, 2020 Record Date, or their duly appointed proxyholders, can attend and vote at the Meeting, which is being held as a virtual (by electronic means) shareholder meeting only, and/or submit a proxy in respect thereof.

 

In order to be effective, a proxy must be forwarded so as to reach or be deposited with TSX Trust Company, Attention: Proxy Department, 301 - 100 Adelaide Street West, Toronto, Ontario M5H 4H1 not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof. Shareholders may also use the internet site at www.voteproxyonline.com to transmit their voting instructions.

 

Non-registered holders of META Shares must provide voting instructions through their intermediaries as described in the Information Circular or the relevant instructions received from your intermediary. Non-registered holders of META Shares who wish to vote at the Meeting should be appointed as their own representatives for the Meeting in accordance with the instructions provided by their intermediaries.

 

viii

 

The time limit for the deposit of proxies may also be waived or extended by the chair of the Meeting at his or her discretion, without notice.

 

See “General Proxy Matters”.

 

Who is soliciting my proxy?

 

META is soliciting proxies by personal interviews, mail, telephone and other electronic means and by directors, officers and employees of META. The Corporation has engaged Kingsdale as strategic shareholder advisor and proxy solicitation agent. If you have any questions, you may contact Kingsdale by mail at Kingsdale Advisors, The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, ON M5X 1E2, by toll-free telephone in North America at 1-800-749-9052, by facsimile at 1-416-867-2271 or by e-mail at contactus@kingsdaleadvisors.com.

 

Do I have dissent rights?

 

Registered holders of META Shares have Dissent Rights with respect to the Arrangement Resolution only if a written objection to the Arrangement Resolution is received by 5:00 p.m. (MST) on October 22, 2020 (or the Business Day that is three Business Days prior to the date of the Meeting if it is not held on or about October 27, 2020) by META c/o Borden Ladner Gervais LLP, Centennial Place, East Tower, 1900, 520 – 3rd Avenue S.W., Calgary, Alberta, T2P 0R3, Attention: David T. Madsen, Q.C., and such META Shareholder complies with Section 191 of the ABCA, as modified by the Interim Order

 

The statutory provisions covering the right to dissent are technical and complex. Failure to strictly comply with the requirements set forth in Section 191 of the ABCA, as modified by the Interim Order, may result in the loss of any right to dissent.

 

See “Rights of Dissent”.

 

When and how will I receive my High Tide Shares?

 

The details of the procedures for the deposit of physical certificates representing META Shares and the delivery by the Depositary of the Consideration Shares payable to former registered META Shareholders are set out in the Letter of Transmittal accompanying this Information Circular. Registered META Shareholders who have not received a Letter of Transmittal should contact the Depositary, TSX Trust Company, by email at tmxeinvestorservices@tmx.com. The Letter of Transmittal will also be filed under META’s company profile at www.sedar.com.

 

Only registered META Shareholders are required to submit a Letter of Transmittal. If you are a Beneficial Shareholder holding your META Shares through a nominee such as a broker or dealer, you should carefully follow any instructions provided to you by such nominee.

 

Registered META Shareholders must validly complete, duly sign and return the enclosed Letter of Transmittal together with the certificate(s) representing their META Shares, to the Depositary at one of the offices specified in the Letter of Transmittal.

 

Registered META Shareholders who deposit a validly completed and duly signed Letter of Transmittal, together with accompanying share certificate(s) representing their META Shares, will be forwarded the consideration to which they are entitled as soon as practicable after the later of the Effective Date and the date of receipt by the Depositary of the Letter of Transmittal and accompanying certificate(s) representing such META Shares. Once registered META Shareholders surrender their share certificates, they will not be entitled to sell the META Shares to which those certificates relate.

 

See “Procedure for the Surrender of META Shares and Receipt of Consideration”.

 

ix

 

What will happen if the Arrangement Resolution is not approved or the Arrangement is not completed?

 

If the Arrangement Resolution is not approved, or the Arrangement is not completed for any reason, the Arrangement Agreement may be terminated. The Arrangement Agreement provides that, upon the occurrence of certain termination events, either of the Parties may be required to pay the other Party a termination fee in the range of $1,000,000 to $2,000,000. See “The Arrangement Agreement”.

 

See also “Risk Factors”.

 

What if I have any other questions?

 

If you have any other questions regarding the META Meeting and the Arrangement, please contact:

 

Kingsdale Advisors

 

The Exchange Tower
130 King Street West
Suite 2950, P.O. Box 361,
Toronto, ON M5X 1E2,

 

Toll-free telephone in North America: 1-800-749-9052,
   
Facsimile: 1-416-867-2271
   
E-mail: contactus@kingsdaleadvisors.com.
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MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

 

Introduction

 

This Management Information Circular and Proxy Statement (the “Information Circular”) is furnished in connection with the solicitation of proxies by and on behalf of the management of META for use at the Meeting and any adjournments or postponements thereof. No Person has been authorized to give any information or make any representation in connection with the Arrangement or any other matters to be considered at the Meeting other than those contained in this Information Circular and, if given or made, any such information or representation must not be relied upon as having been authorized.

 

All summaries of, and references to, the Arrangement in this Information Circular are subject to, and qualified in their entirety by, reference to the complete text of the Plan of Arrangement, a copy of which is attached as Schedule “A” to the Arrangement Agreement, which can be found under META’s SEDAR profile at www.sedar.com. You are urged to carefully read the full text of the Plan of Arrangement.

 

Unless otherwise noted, all capitalized terms used in this Information Circular, but not otherwise defined herein, have the meanings set forth under “Glossary of Terms”. Information contained in this Information Circular is given as of September 23, 2020, unless otherwise specifically stated.

 

The information concerning High Tide contained in and incorporated by reference in this Information Circular has been provided by High Tide for inclusion in this Information Circular. Although META has no knowledge that any statements contained herein taken from or based on such information provided by High Tide are untrue or incomplete, META assumes no responsibility for the accuracy of such information or for any failure by High Tide to disclose events which may have occurred or may affect the significance or accuracy of any such information, but which are unknown to META.

 

This Information Circular does not constitute an offer to sell, or a solicitation of an offer to purchase securities in connection with the Arrangement, or the solicitation of a proxy, in any jurisdiction, to or from any Person to whom it is unlawful to make such offer, solicitation or an offer or proxy solicitation in such jurisdiction. The delivery of this Information Circular does not, under any circumstances, imply or represent that there has been no change in the information set forth herein since the date of this Information Circular.

 

META Shareholders should not construe the contents of this Information Circular as legal, tax or financial advice and should consult with their own professional advisors in considering the relevant legal, tax, financial or other matters contained in this Information Circular.

 

If you hold META Shares through an intermediary, you should contact your intermediary for instructions and assistance in voting and surrendering the META Shares that you beneficially own.

 

NO CANADIAN SECURITIES REGULATORY AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS INFORMATION CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

 

Forward-looking Information and Statements

 

Certain statements and other information contained in this Information Circular constitute forward-looking information and forward-looking statements (collectively, “forward-looking statements”). These forward-looking statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “future”, “continue” or similar expressions or the negatives thereof.

 

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In particular, this Information Circular contains forward-looking statements pertaining to:

 

· the anticipated benefits of the Arrangement;

 

· the structure and effect of the Arrangement;

 

· the timing of the Meeting and the Final Order;

 

· the anticipated Effective Date;

 

· stock exchange delisting and listing and the timing thereof;

 

· the ability to obtain required consents, permits or approvals;

 

· the composition of the management team of High Tide following the Closing; and

 

· the treatment of META Shareholders under tax laws.

 

Forward-looking statements respecting:

 

· the anticipated benefits of the Arrangement are based upon a number of factors including, the Fairness Opinion (see “The Arrangement – Fairness Opinion”), the terms and conditions of the Arrangement Agreement (see “The Arrangement” and “The Arrangement Agreement”), and current industry, economic and market conditions (see “The Arrangement Reasons for and Benefits of the Arrangement”) and the business and operations of High Tide and META (see “Information Concerning META”; and Appendix D – “Information Concerning High Tide”);

 

· the ability of META to obtain required consents, permits and approvals are based upon a number of factors including, approval of the Arrangement by META Shareholders (see “Procedure for the Arrangement to Become Effective – META Shareholder Approval”), court approval of the Arrangement (see “Procedure for the Arrangement to Become Effective – Procedural Steps” and “Procedure for the Arrangement to Become Effective – Court Approval”) and the consent of provincial cannabis regulatory authorities (see “Principal Legal Matters – Other Required Regulatory Approvals”);

 

· the structure and effect of the Arrangement are based upon the terms of the Arrangement Agreement and the transactions contemplated thereby (see “The Arrangement” and “The Arrangement Agreement”);

 

· the consideration to be received by META Shareholders as a result of the Arrangement is based upon the terms of the Arrangement Agreement and the Plan of Arrangement (see “The Arrangement” and “The Arrangement Agreement”);

 

· the composition of the management team of High Tide following the Closing is based upon the terms of the Arrangement and the Plan of Arrangement and the discussions to date between High Tide and META (see “The Arrangement – Effects of the Arrangement”);

 

· certain steps in, and timing of, the Arrangement are based upon the terms of the Arrangement Agreement and, in respect of the ability and necessary time to receive the required Court approvals, are based upon advice received from counsel to the Corporation (see “The Arrangement” and “The Arrangement Agreement”);

 

· the listing of the High Tide Shares issuable pursuant to the Arrangement, the META Warrants and META Debentures on the TSXV and the delisting of the META Shares, META Warrants and META Debentures from the TSXV and the High Tide Shares from the CSE is based on receiving approval from, and fulfilling all of the requirements of the TSXV and CSE, as applicable (see “The Arrangement – Stock Exchange Listings”); and

 

· the treatment of the META Shareholders under Tax laws is subject to the statements under “Principal Canadian Federal Income Tax Considerations”.

 

By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. META believes the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this Information Circular should not be unduly relied upon. These statements speak only as of the date of this Information Circular.

 

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Some of the risks that could cause results to differ materially from those expressed in the forward-looking statements include:

 

· the inability to obtain required consents, permits or approvals, including Court approval of the Arrangement, META Shareholder approval of the Arrangement, and Regulatory Approvals in accordance with the required timelines contained in the Arrangement Agreement;

 

· the inability to satisfy the other conditions to the Arrangement Agreement prior to the Outside Date;

 

· the failure to realize anticipated benefits of the Arrangement;

 

· META will incur significant costs relating to the Arrangement, regardless of whether the Arrangement is completed;

 

· future legislative and regulatory developments involving cannabis;

 

· general business, economic, competitive, political and social uncertainties;

 

· competition for, among other things, capital and skilled personnel;

 

· risks or delays arising from, or relating to the ongoing COVID-19 pandemic;

 

· the other factors discussed under the heading “Risk Factors” in this Information Circular; and

 

· the other factors discussed under the heading “Risk Factors” in Appendix D – “Information Concerning High Tide”.

 

Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking statements contained in this Information Circular are expressly qualified by this cautionary statement. Except as required by law, META does not undertake any obligation to publicly update or revise any forward-looking statements and readers should carefully consider the matters discussed under the heading “Risk Factors” in this Information Circular and under the heading “Risk Factors” in Appendix D – “Information Concerning High Tide”.

 

Information for META Shareholders in the United States

 

The High Tide Shares issuable to META Shareholders in exchange for their META Shares pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act, and such securities will be issued in reliance upon the exemption from the registration requirements under the U.S. Securities Act provided by Section 3(a)(10) thereof, on the basis of approval of the Court. The Court will consider, among other things, the fairness of the terms and conditions of the Arrangement to META Shareholders.

 

The solicitation of proxies for the Meeting is not subject to the requirements applicable to proxy statements under the U.S. Exchange Act. Accordingly, the solicitations and transactions contemplated in this Information Circular are made in the United States for securities of a Canadian issuer in accordance with Canadian corporate and securities laws, and this Information Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. META Shareholders in the United States should be aware that such requirements are different from those of the United States applicable to proxy statements under the U.S. Exchange Act and registration statements under the U.S. Securities Act. Specifically, information concerning the assets and operations of High Tide has been prepared in accordance with Canadian standards and may not be comparable in all respects to similar information for United States companies.

 

All audited and unaudited financial statements and other financial information included in this Information Circular have been prepared in Canadian dollars unless otherwise noted, and in accordance with International Financial Reporting Standards, and such financial statements are subject to Canadian auditing and auditor independence standards, which differ from generally accepted accounting principles as in effect in the United States (“U.S. GAAP”) and United States auditing and auditor independence standards in certain material respects. Consequently, such financial statements and other financial information are not comparable in all respects to financial statements and other financial information prepared in accordance with U.S. GAAP or financial statements that are subject to United States auditing and auditor independence standards.

 

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The enforcement by META Shareholders of civil liabilities under the United States federal or state securities laws may be affected adversely by the fact that META and High Tide are organized under the laws of Alberta, that the officers and directors of META and High Tide are residents of countries other than the United States, that the experts named in this Information Circular are residents of countries other than the United States, that no material assets of META are, or will be, located inside the United States and that a substantial majority of the assets of High Tide are, or will be, located outside the United States. In addition, the courts of Canada may not enforce judgments of United States courts obtained in actions against such Persons predicated upon civil liabilities under the federal or state securities laws of the United States.

 

High Tide Shares to be received by META Shareholders pursuant to the Arrangement will be freely tradable under the U.S. Securities Act, except by Persons who are “affiliates” of High Tide after the Arrangement or were affiliates of High Tide within 90 days prior to completion of the Arrangement. Any resale of such High Tide Shares by such an affiliate (or, if applicable, former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom. See “The Arrangement – Principal Legal Matters – United States Securities Laws Matters” in this Information Circular.

 

HIGH TIDE SHARES ISSUABLE PURSUANT TO THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES PASSED ON THE ADEQUACY OR ACCURACY OF THIS INFORMATION CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

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GLOSSARY OF TERMS

 

Unless the context otherwise requires, when used in this Information Circular the following terms shall have the meanings set forth below.

 

2014 Cole Memorandum” has the meaning ascribed to it in Schedule B – “History of Legal Developments in the U.S. Cannabis Industry” to Appendix D – “Information Concerning High Tide”;

 

2014 Farm Bill” means the Agriculture Improvement Act of 2014 (United States);

 

2018 Farm Bill” means the Agriculture Improvement Act of 2018 (United States);

 

2020 High Tide Information Circular” means the information circular of High Tide dated June 19, 2020, prepared in connection with the annual and special meeting of the shareholders of High Tide held on July 30, 2020.

 

ABCA” means the Business Corporations Act, R.S.A. 2000, c. B-9;

 

affiliate” has the meaning specified in National Instrument 45-106 – Prospectus Exemptions;

 

AGCO” means the Alcohol and Gaming Commission of Ontario;

 

AGLC” means the Alberta Gaming, Liquor and Cannabis;

 

allowable capital loss” has the meaning ascribed thereto under the heading “Principal Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”;

 

Amalgamation Agreement” has the meaning ascribed thereto under the heading “Information Concerning META – General”;

 

Amended Halo Labs APA” means the amended and restated asset purchase agreement dated September 1, 2020 and entered into by High Tide and Halo Labs Inc., to amend the terms of the previously announced asset purchase agreement dated February 14, 2020;

 

Arrangement” means the arrangement pursuant to Section 193 of the ABCA, on the terms and conditions set forth in the Plan of Arrangement, subject to any amendment or supplement thereto made in accordance therewith, under the Arrangement Agreement or made at the direction of the Court either in the Interim Order or the Final Order with the consent of META and High Tide, each acting reasonably;

 

Arrangement Agreement” means the arrangement agreement dated as of August 20, 2020 between META and High Tide pursuant to which the parties have proposed to implement the Arrangement, as such agreement may be amended, restated, modified or supplemented, at any time or from time to time, in accordance with the terms thereof;

 

Arrangement Resolution” means the special resolution of META approving the Plan of Arrangement and other related matters to be considered at the Meeting, substantially in the form attached as Appendix A to this Information Circular;

 

Articles of Arrangement” means the articles of arrangement in respect of the Arrangement required under subsection 193(10) of the ABCA to be sent to the Registrar after the Final Order has been made, giving effect to the Arrangement;

 

Authorizations” means, collectively, all consents, licenses, registrations, permits, authorizations, permissions, orders, approvals, clearances, waivers, certificates, and declarations issued, granted, given or otherwise made available by or under the authority of any Government Entity or pursuant to any requirement under applicable Law;

 

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Beneficial Shareholder” has the meaning ascribed thereto under the heading “General Proxy Matters – Advice for Beneficial Holders”;

 

Broadridge” has the meaning ascribed thereto under the heading “General Proxy Matters – Advice for Beneficial Holders”;

 

Business Day” means a day other than a Saturday, Sunday or other than a day when banks in the City of Calgary, Alberta are not generally open for business;

 

Canna Cabana” means Canna Cabana Inc.;

 

Cannabis” or “cannabis” means the plant Cannabis sativa L;

 

Cannabis Laws” means, all applicable state, provincial, municipal, and/or federal legislation and regulations governing cannabis, cannabis paraphernalia, cannabis products, cannabis accessories, cannabis extracts, and activities related thereto in the United States, Canada and other jurisdictions in which High Tide operates the High Tide Business, together with any successor legislation and regulations thereto, and for greater certainty, includes the Cannabis Act (Canada), and the Cannabis Regulations (Canada);

 

CBD” means Industrial Hemp-based cannabidiol;

 

Certificate of Arrangement” means the certificate or other confirmation of filing to be issued by the Registrar pursuant to Subsection 193(11) of the ABCA giving effect to the Arrangement;

 

Closing” means the completion of the transactions contemplated by the Arrangement Agreement;

 

Cole Memorandum” has the meaning ascribed to it in Schedule B – “History of Legal Developments in the U.S. Cannabis Industry” to Appendix D – “Information Concerning High Tide”;

 

Confidentiality Agreement” means the confidentiality agreement between High Tide and META dated May 27, 2019;

 

Consideration” means the consideration to be received by non-dissenting META Shareholders pursuant to the Plan of Arrangement as consideration for their META Shares, consisting of 0.824 High Tide Shares for each META Share, subject to adjustment in the manner and in the circumstances contemplated in Section 2.14 of the Arrangement Agreement, on the basis set out in the Plan of Arrangement;

 

Consideration Shares” means the High Tide Shares to be issued as the Consideration pursuant to the Arrangement;

 

COVID-19” means the Coronavirus disease 2019, an infectious disease caused by severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2);

 

Court” means the Court of Queen’s Bench of Alberta;

 

CRA” means the Canada Revenue Agency;

 

CSE” means the Canadian Securities Exchange;

 

Depositary” means TSX Trust Company as depositary for the META Shares in connection with the Arrangement or such other trust company that may be appointed by META for the purpose of receiving deposits of certificates representing META Shares in connection with the Arrangement and as set out in the Letter of Transmittal;

 

Dissenting Shareholders” means registered META Shareholders who validly exercise Dissent Rights and have not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the META Shares in respect of which Dissent Rights are validly exercised by such registered holder of META Shares, as applicable;

 

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Dissent Rights” means the rights of dissent provided to META Shareholders in respect of the Arrangement Resolution, all in accordance with the provisions of the ABCA and as described in the Plan of Arrangement;

 

DPSP’ has the meaning ascribed thereto under the heading “Principal Canadian Federal Income Tax Considerations - Holders Resident in Canada - Eligibility for Investment”;

 

DRS Advice” means Direct Registration System Advice;

 

Echelon” means Echelon Wealth Partners Inc.;

 

Effective Date” means the date shown on the Certificate of Arrangement giving effect to the Arrangement;

 

Effective Time” means 12:01 a.m. (Calgary Time) on the Effective Date or such other time as the Parties may agree to in writing prior to the Effective Date;

 

Employment Agreements” has the meaning ascribed thereto under the heading “The Arrangement - Interests of Directors and Executive Officers in the Arrangement – Change of Control”;

 

Exempt Plans” has the meaning ascribed thereto under the heading “Principal Canadian Federal Income Tax Considerations - Holders Resident in Canada - Eligibility for Investment”;

 

Fairness Opinion” means the verbal opinion of Echelon as of August 20, 2020 and subsequently confirmed in writing and delivered to the META Board as of August 20, 2020, which written opinion is attached as Appendix C to this Information Circular;

 

Famous Brandz” means Famous Brandz Inc.;

 

First Expression of Interest Application Lottery” means the lottery conducted by the AGCO, on January 11, 2019, for the allocation of one of the 25 limited opportunities to apply for a Retail Store Authorization to operate a cannabis retail store in the province of Ontario;

 

Final Order” means the final order of the Court approving the Arrangement pursuant to subsection 193(9)(a) of the ABCA in respect of META, as such order may be affirmed, amended or modified by any court of competent jurisdiction;

 

forward-looking statements” has the meaning ascribed thereto under the heading “Management Information Circular and Proxy Statement – Forward-looking Information and Statements”;

 

Governmental Entity” means: (a) any international, multi-national, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, commissioner, minister, cabinet, governor in council, ministry, agency or instrumentality, domestic or foreign, including, for greater certainty, the AGCO and the AGLC; (b) any subdivision or authority of any of the foregoing; (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) any stock exchange, including, for greater certainty, the CSE and TSXV;

 

Grasscity Entities” means SJV B.V. and SJV2 B.V.;

 

High Tide” means High Tide Inc.;

 

High Tide Acquisition Proposal” means, other than the transactions contemplated by the Arrangement Agreement, any offer, proposal or inquiry (whether written or oral) from any Person or group of Persons “acting jointly or in concert” (within the meaning of National Instrument 62-104 – Take-Over Bids and Issuer Bids) other than META (or any affiliate of META) after the date of the Arrangement Agreement relating to: (a) any direct or indirect acquisition, purchase, sale, disposition, alliance or joint venture (or any licence, lease, long-term supply agreement or other arrangement having the same economic effect as a sale or disposition), in a single transaction or series of related transactions, of assets (including shares of Subsidiaries of High Tide) or joint venture, partnership

 

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or similar transaction representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue, as applicable, of High Tide and its Subsidiaries, taken as a whole; (b) any direct or indirect sale, disposition, issuance shares or other equity interests representing 20% or more of the voting or equity securities (or rights or interests in such voting or equity securities) of High Tide or any of its Subsidiaries whose assets, individually or in the aggregate, represent 20% or more of the consolidated assets of High Tide and its Subsidiaries; (c) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in a Person or group of Persons beneficially owning or having the right to acquire 20% or more of any class of voting or equity securities of High Tide; (d) any plan of arrangement, merger, amalgamation, consolidation, share exchange, debt exchange, share reclassification, business combination, reorganization, recapitalization, liquidation, dissolution or winding up involving High Tide or any of its Subsidiaries; (e) any transaction which would reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by the Arrangement Agreement or which would reasonably be expected to materially reduce the benefits to META under the Arrangement Agreement; or (f) any other similar transaction or series of transactions involving High Tide or any of its Subsidiaries;

 

High Tide Annual Financial Statements” means the audited consolidated financial statements of High Tide for the years ended October 31, 2019 and 2018, together with the notes thereto;

 

High Tide Board” means the board of directors of High Tide, as constituted from time to time;

 

High Tide Business” means the business carried on by High Tide as at the date of this Information Circular, and where the context so requires, includes the business carried on by High Tide prior to the date of this Information Circular;

 

High Tide Debenture Indenture” means the debenture indenture dated December 12, 2018 and entered into between High Tide and Capital Transfer Agency ULC;

 

High Tide Debt Restructuring” has the meaning ascribed to such term in the section “General Development of the High Tide Business: Two Year History – Developments Subsequent to the Financial Year ended October 31, 2019” of Appendix D – “Information Concerning High Tide”;

 

High Tide Disclosure Letter” means the disclosure letter dated the date of the Arrangement Agreement and delivered by High Tide to META with the Arrangement Agreement;

 

High Tide Escrow Agreement” means the escrow agreement dated November 20, 2018 and entered into by and between High Tide and AST Trust Company (Canada);

 

High Tide Escrowed Securities” means the securities placed in escrow pursuant to the High Tide Escrow Agreement;

 

High Tide Filings” means all documents publicly filed by or on behalf of High Tide on SEDAR since May 14, 2018;

 

High Tide Interim Financial Statements” means the unaudited condensed interim consolidated financial statements of High Tide for the three and nine months ended July 31, 2020 and 2019, together with the notes thereto;

 

High Tide Key Investor” means the counterparty to the High Tide Debt Restructuring and a key industry investor operating at arm’s length from High Tide;

 

High Tide Material Adverse Effect” means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, states of facts or circumstances, is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, properties, capitalization, condition (financial or otherwise) or liabilities (contingent or otherwise) of High Tide and its Subsidiaries, taken as a whole, except any such change, event, occurrence, effect, state of facts or circumstances resulting from: (a) any change affecting any of the industries in which High Tide or any of its Subsidiaries operate generally in Canada; (b) any change in general economic, business, regulatory, political,

 

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financial, capital, securities or credit market conditions in Canada; (c) any outbreak of war or act of terrorism; (d) any change in Law or GAAP (as such term is defined in the Arrangement Agreement) or the enforcement, implementation or interpretation thereof; (e) any natural disaster or epidemic, pandemic or disease outbreak (including the COVID-19 virus); (f) any action taken (or omitted to be taken) by High Tide or any of its Subsidiaries which is required to be taken (or omitted to be taken) pursuant to the Arrangement Agreement or that is consented to by META in writing; (g) the announcement of the Arrangement Agreement or consummation of the Arrangement or the transactions contemplated thereby, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of High Tide or its Subsidiaries with High Tide’s employees, customers, suppliers, partners and other Persons with which High Tide or any of its Subsidiaries has business relations; (h) any matter that has been disclosed by High Tide in the High Tide Filings prior to the date hereof or that is set forth in the High Tide Disclosure Letter; (i) the failure of High Tide to meet any internal or published projections, forecasts, guidance or estimate of revenues, earnings or cash flows (it being understood that the causes underlying such failure may be taken into account in determining whether a High Tide Material Adverse Effect has occurred); or (j) any change in the market price or trading volume of any securities of High Tide (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a High Tide Material Adverse Effect has occurred); provided, however, if any change, event, occurrence, effect, state of facts or circumstance in clauses (a) through and including (e) above has a materially disproportionate effect on High Tide and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries in which High Tide or any of its Subsidiaries operate, such effect may be taken into account in determining: (i) whether a High Tide Material Adverse Effect has occurred, and (ii) references in certain Sections of the Arrangement Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a “High Tide Material Adverse Effect” has occurred;

 

High Tide Named Executive Officers” means, collectively, the Chief Executive Officer and the Chief Financial Officer of High Tide, the High Tide Other Executive Officer, if any, and each other individual who would have been a High Tide Other Executive Officer but for the fact that such individual was neither serving as an executive officer, nor acting in a similar capacity, as at the end of the applicable financial year;

 

High Tide Options” means the incentive stock options granted pursuant to the High Tide Stock Option Plan.

 

High Tide Other Executive Officer” means the most highly compensated executive officer of High Tide, other than High Tide’s Chief Executive Officer and Chief Financial Officer, who was serving in such capacity as at the end of the applicable financial year and whose total compensation was more than $150,000;

 

High Tide Secured Debentures” means the secured convertible debentures of High Tide.

 

High Tide Second Debentures Offering Tranche 1” has the meaning ascribed to such term in the section General Development of the High Tide Business: Two Year History - Developments during the Financial Year ended October 31, 2018” of Appendix D – “Information Concerning High Tide”;

 

High Tide Secured Loan Instrument” means a secured convertible loan instrument issued by High Tide.

 

High Tide Shareholders” means the registered and/or beneficial owners of the High Tide Shares, as the context requires;

 

High Tide Shares” means common shares in the capital of High Tide, as constituted on the date of this Information Circular;

 

High Tide Special Warrants” means the special warrants of High Tide, issued pursuant to the special warrant indenture dated August 22, 2018 and entered into by and between High Tide and AST Trust Company (Canada);

 

High Tide Special Warrants Offering Tranche 1” has the meaning ascribed to such term in the section “General Development of the High Tide Business: Two Year History - Developments during the Financial Year ended October 31, 2018” of Appendix D – “Information Concerning High Tide”;

 

High Tide Stock Option Plan” means the 10% rolling stock option plan of High Tide, as amended from time to time;

 

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High Tide Superior Proposal” means any bona fide written High Tide Acquisition Proposal to acquire, directly or indirectly, not less than all of the outstanding High Tide Shares or all or substantially all of the assets of High Tide on a consolidated basis that did not result from a breach of the Arrangement Agreement and: (a) that, in the opinion of the High Tide Board, is reasonably capable of being completed, without undue delay, taking into account all financial, legal, regulatory and other aspects of such High Tide Acquisition Proposal and the Person making such High Tide Acquisition Proposal; (b) that is not subject to a financing condition and in respect of which it has been demonstrated to the satisfaction of the High Tide Board, after receipt of advice from its financial advisors and outside legal counsel, that adequate arrangements have been made in respect of any financing required to complete such High Tide Acquisition Proposal; (c) that is not subject to a due diligence condition or access condition; (d) in respect of which the High Tide Board determines, in its good faith judgment, after receiving the advice of its outside legal counsel and its financial advisors, that it would, if consummated in accordance with its terms (but without assuming away the risk of non-completion), result in a transaction which is more favourable to High Tide Shareholders than the Arrangement (including any adjustment to the terms and conditions of the Arrangement proposed by META pursuant to Section 7.04(a)(vi) of the Arrangement Agreement); (e) complies with Securities Laws in all material respects; (f) did not result from or involve a breach of the Arrangement Agreement, or any other agreement between the Person making the High Tide Acquisition Proposal and High Tide or any of its Subsidiaries; and (g) in the event that High Tide does not have the financial resources to pay the High Tide Termination Payment (should such payment be owing), the terms of such High Tide Acquisition Proposal provide that the Person making such High Tide Acquisition Proposal shall advance or otherwise provide High Tide with the cash for High Tide to make the High Tide Termination Payment, and such amount shall be advanced or provided on or before the date such High Tide Termination Payment becomes payable;

 

High Tide Termination Payment” has the meaning set forth in Section 7.06(g) of the Arrangement Agreement;

 

High Tide Unsecured Debentures” means the unsecured convertible debentures of High Tide.

 

High Tide Warrants” means the common share purchase warrants of High Tide.

 

Holder” has the meaning ascribed thereto under the heading “Principal Canadian Federal Income Tax Considerations”;

 

Industrial Hemp” means Cannabis and any part of that plant (including the seeds thereof), and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a THC concentration of not more than 0.3% on a dry weight basis;

 

Information Circular” means this management information circular and proxy statement of the Corporation dated September 23, 2020, together with all appendices hereto, sent by META to the META Shareholders in connection with the Meeting, as such Information Circular may be amended, supplemented or otherwise modified from time to time;

 

Interim Order” means the interim order of the Court dated September 22, 2020 concerning the Arrangement under subsection 193(4) of the ABCA containing declarations and directions with respect to the Arrangement and the holding of the Meeting, as such order may be affirmed, amended or modified by any court of competent jurisdiction;

 

Kingsdale” means Kingsdale Advisors, strategic shareholder advisor and proxy solicitation agent to META;

 

KushBar” means KushBar Inc.;

 

KushBar SPA” means the share purchase agreement dated December 10, 2019 and entered into by and among High Tide and 2651576 Ontario Inc.;

 

Law” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended, unless expressly specified otherwise, and for greater certainty, includes Cannabis Laws;

 

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Letter of Transmittal” means the letter of transmittal enclosed with this Information Circular pursuant to which a META Shareholder is required to deliver certificates representing META Shares and other required documents to the Depositary in order to receive the Consideration Shares payable in respect of such META Shares under the Arrangement;

 

Licensed Producer” means any Person duly authorized by Health Canada pursuant to applicable Laws to engage in the cultivation, production, growth and/or distribution of cannabis.

 

Lien” means any mortgage, charge, pledge, encumbrance, hypothec, security, interest, prior claim or lien (statutory or otherwise), in each case, whether contingent or absolute;

 

Locked-Up Shareholders” means each Person who will, following the Effective Date, be a Reporting Insider of High Tide;

 

Lock-Up Agreements” means the lock-up agreements between High Tide and the Locked-Up Shareholders, entered into on or prior to the Effective Date in substantially the form of agreement attached as Schedule D to the Arrangement Agreement;

 

Management” means the management of High Tide.

 

Meeting” means the special meeting of META Shareholders to be held on Tuesday, October 27, 2020, to consider the Arrangement Resolution and related matters, and any adjournments or postponement thereof;

 

META” or the “Corporation” means META Growth Corp., a corporation existing under the laws of Alberta;

 

META Acquisition Proposal” means, other than the transactions contemplated by the Arrangement Agreement, any offer, proposal or inquiry (whether written or oral) from any Person or group of Persons “acting jointly or in concert” (within the meaning of National Instrument 62-104 – Take-Over Bids and Issuer Bids) other than High Tide (or any affiliate of High Tide) after the date of the Arrangement Agreement: (a) any direct or indirect acquisition, purchase, sale, disposition, alliance or joint venture (or any licence, lease, long-term supply agreement or other arrangement having the same economic effect as a sale or disposition), in a single transaction or series of related transactions, of assets (including shares of Subsidiaries of META) or joint venture, partnership or similar transaction representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue, as applicable, of META and its Subsidiaries, taken as a whole; (b) any direct or indirect sale, disposition, issuance shares or other equity interests representing 20% or more of the voting or equity securities (or rights or interests in such voting or equity securities) of META or any of its Subsidiaries whose assets, individually or in the aggregate, represent 20% or more of the consolidated assets of META and its Subsidiaries; (c) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in a Person or group of Persons beneficially owning or having the right to acquire 20% or more of any class of voting or equity securities of META; (d) any plan of arrangement, merger, amalgamation, consolidation, share exchange, debt exchange, share reclassification, business combination, reorganization, recapitalization, liquidation, dissolution or winding up involving META or any of its Subsidiaries; (e) any transaction which would reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this Agreement or which would reasonably be expected to materially reduce the benefits to High Tide under the Arrangement Agreement; or (f) any other similar transaction or series of transactions involving META or any of its Subsidiaries;

 

META Board” means the board of directors of META, as constituted from time to time;

 

META Board Recommendation” means a statement that the META Board has received the Fairness Opinion and has unanimously determined, after receiving financial and legal advice, that the Consideration to be received by the META Shareholders is fair from a financial point of view and that the Arrangement is in the best interests of META and its security holders and that the META Board unanimously recommends that the META Shareholders vote in favour of the Arrangement Resolution;

 

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META Change in Recommendation” means the META Board fails to recommend or withdraws, amends, modifies or qualifies (or proposes publicly to withdraw, amend, modify or qualify), in a manner adverse to High Tide, the META Board Recommendation, or the META Board accepts, approves, endorses or recommends or publicly proposes to accept, approve, endorse or recommend a META Acquisition Proposal, or takes no position or remains neutral with respect to, any publicly announced META Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed META Acquisition Proposal for a period of no more than five Business Days following such public announcement or public disclosure will not be considered to be a META Change in Recommendation provided the META Board has rejected such META Acquisition Proposal and affirmed the META Board Recommendation before the end of such five Business Day period (or in the event that the Meeting is scheduled to occur within such five Business Day period, no later than the later of one Business Day following the public announcement or public disclosure of such META Acquisition Proposal or the second Business Day prior to the date of the Meeting));

 

META Debenture Agreements” means the two consent and waiver agreements in respect of the META Debentures dated the date of the Arrangement Agreement between, on the one hand, META and, on the other hand and in separate META Debenture Agreements, two holders representing in the aggregate 94.56% of the principal amount of the META Debentures;

 

META Debentures” means the outstanding debentures of META issued under the debenture indenture dated November 23, 2018 between META and TSX Trust Company, as trustee for the holders of such debentures;

 

META Debenture Indenture” means the debenture indenture dated November 23, 2018 between META and TSX Trust Company, as trustee for the holders of META Debentures;

 

META Disclosure Letter” means the disclosure letter dated the date of the Arrangement Agreement and delivered by META to High Tide with the Arrangement Agreement;

 

META Filings” means all documents publicly filed by or on behalf of META on SEDAR since January 1, 2018;

 

META Material Adverse Effect” means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, states of facts or circumstances, is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, properties, capitalization, condition (financial or otherwise) or liabilities (contingent or otherwise) of META and its Subsidiaries, taken as a whole, except any such change, event, occurrence, effect, state of facts or circumstances resulting from: (a) any change affecting any of the industries in which META or any of its Subsidiaries operate generally in Canada; (b) any change in general economic, business, regulatory, political, financial, capital, securities or credit market conditions in Canada; (c) any outbreak of war or act of terrorism; (d) any change in Law or GAAP (as such term is defined in the Arrangement Agreement) or the enforcement, implementation or interpretation thereof; (e) any natural disaster or epidemic, pandemic or disease outbreak (including the COVID-19 virus) (f) any action taken (or omitted to be taken) by META or any of its Subsidiaries, which is required to be taken (or omitted to be taken) pursuant to the Arrangement Agreement or that is consented to by High Tide in writing; (g) the announcement of the Arrangement Agreement or consummation of the Arrangement or the transactions contemplated hereby, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of High Tide or its Subsidiaries with High Tide’s employees, customers, suppliers, partners and other Persons with which High Tide or any of its Subsidiaries has business relations; (h) any matter that has been disclosed by META in META Filings prior to the date hereof or that is set forth in the META Disclosure Letter; (i) the failure of META to meet any internal or published projections, forecasts, guidance or estimate of revenues, earnings or cash flows (it being understood that the causes underlying such failure may be taken into account in determining whether a META Material Adverse Effect has occurred); or (j) any change in the market price or trading volume of any securities of META (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a META Material Adverse Effect has occurred); provided, however, if any change, event, occurrence, effect, state of facts or circumstance in clauses (a) through and including (e) above has a disproportionate effect on META and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries in which META or any of its Subsidiaries operate, such effect may be taken into account in determining: (i) whether a META Material Adverse Effect has occurred; and (ii) that references in certain Sections of the Arrangement Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a “META Material Adverse Effect” has occurred;

 

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META Nominees” means any two director nominees to be selected by META prior to the completion of the Arrangement, provided that such director nominees shall be selected from the Persons that are directors and/or officers of META as of the date of the Arrangement Agreement;

 

META Option Plan” means the amended and restated stock option plan of META adopted on February 19, 2020;

 

META Options” means the outstanding stock options, whether or not vested, to acquire META Shares granted pursuant to the META Option Plan;

 

META RSUs” means the restricted share units to acquire META Shares issued pursuant to the META RSU Plan;

 

META RSU Plan” means the restricted share unit plan approved by the META Shareholders on February 19, 2020;

 

META Shareholders” means the holders from time to time of META Shares, collectively or individually, as the context requires;

 

META Shares” means the common shares in the capital of META;

 

META Superior Proposal” means any bona fide written META Acquisition Proposal to acquire, directly or indirectly, not less than all of the outstanding META Shares or all or substantially all of the assets of META on a consolidated basis that did not result from a breach of the Arrangement Agreement and: (a) that, in the opinion of the META Board, is reasonably capable of being completed, without undue delay, taking into account all financial, legal, regulatory and other aspects of such META Acquisition Proposal and the Person making such META Acquisition Proposal; (b) that is not subject to a financing condition and in respect of which it has been demonstrated to the satisfaction of the META Board, after receipt of advice from its financial advisors and outside legal counsel, that adequate arrangements have been made in respect of any financing required to complete such META Acquisition Proposal; (c) that is not subject to a due diligence condition or access condition; (d) in respect of which the META Board determines, in its good faith judgment, after receiving the advice of its outside legal counsel and its financial advisors, that it would, if consummated in accordance with its terms (but without assuming away the risk of non-completion), result in a transaction which is more favourable to META Shareholders than the Arrangement (including any adjustment to the terms and conditions of the Arrangement proposed by High Tide pursuant to Section 7.02(a)(vi) of the Arrangement Agreement); (e) complies with Securities Laws in all material respects; (f) did not result from or involve a breach of the Arrangement Agreement or any other agreement between the Person making the META Acquisition Proposal and META or any of its Subsidiaries; and (g) in the event that META does not have the financial resources to pay the META Termination Payment (should such payment be owing), the terms of such META Acquisition Proposal provide that the Person making such META Acquisition Proposal shall advance or otherwise provide META with the cash for META to make the META Termination Payment, and such amount shall be advanced or provided on or before the date such META Termination Payment becomes payable;

 

META Warrants” means the outstanding warrants of META to purchase META Shares;

 

META Termination Payment” has the meaning set forth in Section 7.05(g) of the Arrangement Agreement;

 

MI 61101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;

 

Non-Resident Holder” has the meaning ascribed thereto under the heading “Principal Canadian Federal Income Tax Considerations – Holders Not Resident in Canada”;

 

Notice of Meeting” means the Notice of Special Meeting that accompanies this Information Circular;

 

OBCA” means the Business Corporations Act (Ontario);

 

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Old NAC” has the meaning ascribed thereto under the heading “Information Concerning META - General”;

 

Order” means all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, rulings, determinations, awards, decrees or similar actions taken by, or applied by, any Governmental Entity (in each case, whether temporary, preliminary or permanent);

 

Outside Date” means December 1, 2020 or such other date as may be agreed to in writing by High Tide and META;

 

Parties” means, collectively, High Tide and META, and “Party” means any one of them;

 

Person” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative or government (including any Governmental Entity), syndicate or other entity, whether or not having legal status;

 

Plan of Arrangement” means the plan of arrangement substantially in the form set out in Schedule “A” to the Arrangement Agreement as amended or supplemented from time to time in accordance with the Plan of Arrangement thereof and the Arrangement Agreement or made at the direction of the Court in the Final Order with the prior written consent of META and High Tide, each acting reasonably;

 

Pro Forma Financial Statements” means the unaudited pro forma financial statements for High Tide as at and for the period ended July 31, 2020 and for the year ended October 31, 2019 that are attached to this Information Circular as Appendix F – “Pro Forma Financial Statements of High Tide”;

 

RDSP” has the meaning ascribed thereto under the heading “Principal Canadian Federal Income Tax Considerations - Holders Resident in Canada - Eligibility for Investment”;

 

Record Date” means the close of business on September 8, 2020;

 

Registrar” has the meaning ascribed to such term in the ABCA;

 

Regulatory Approvals” means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry or any waiting period imposed by Law or a Governmental Entity, in each case in connection with the Arrangement Agreement or the Arrangement;

 

Reporting Insider” has the meaning set forth in National Instrument 55-104 – Insider Reporting Requirements and Exemptions of the Canadian Securities Administrators;

 

Representatives” means in respect of High Tide or META, as applicable, its officers, directors, employees, advisors (including investment bankers acting under an engagement with such Party), representatives and agents;

 

Resident Holder” has the meaning ascribed thereto under the heading “Principal Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

 

RESP” has the meaning ascribed thereto under the heading “Principal Canadian Federal Income Tax Considerations - Holders Resident in Canada - Eligibility for Investment”;

 

Retail Store Authorizations” means, collectively, the Authorizations required in order to engage in the retail sale and distribution of adult-use cannabis and cannabis products at licensed premises;

 

RGR Canada” means RGR Canada Inc.;

 

RRIF” has the meaning ascribed thereto under the heading “Principal Canadian Federal Income Tax Considerations - Holders Resident in Canada - Eligibility for Investment”;

 

RRSP” has the meaning ascribed thereto under the heading “Principal Canadian Federal Income Tax Considerations - Holders Resident in Canada - Eligibility for Investment”;

 

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RTO” has the meaning ascribed thereto under the heading “Information Concerning META - General”;

 

SEC” means the United States Securities and Exchange Commission;

 

Securities Laws” means the Securities Act (Alberta) and all other applicable Canadian provincial and territorial securities laws, rules, regulations, instruments and published policies thereunder;

 

SEDAR” means the System for Electronic Document Analysis and Retrieval;

 

SEDI” means the System for Electronic Disclosure by Insiders, available at: sedi.ca;

 

Sessions Memorandum” has the meaning ascribed to such term in Schedule B – “History of Legal Developments in the U.S. Cannabis Industry” to Appendix D – “Information Concerning High Tide”;

 

Share Split” has the meaning ascribed thereto under the heading “Information Concerning META – General”;

 

Staff Notice 51-352” means Staff Notice 51-352 (Revised) – Issuers with U.S. Marijuana-Related Activities, published by the Canadian Securities Administrators on February 8, 2018;

 

State” means a state of the U.S.;

 

Subco” has the meaning ascribed thereto under the heading “Information Concerning META - General”; “Subsidiary” has the meaning specified in National Instrument 45-106 – Prospectus Exemptions;

 

Support and Voting Agreements” means the support and voting agreements between High Tide and the Supporting Shareholders dated as of August 20, 2020;

 

Supporting Shareholders” means all of the directors and certain other significant META Shareholders that own, or exercise control or direction over, META Shares or securities convertible into, or exchangeable for, META Shares, as set forth in Schedule C to the Arrangement Agreement;

 

Tax Act” means the Income Tax Act, R.S.C. 1985, c. 1 (5th Supp.) and the regulations thereunder, all as amended;

 

Tax Proposals” has the meaning ascribed thereto under the heading “Principal Canadian Federal Income Tax Considerations”;

 

Tax Regulations” has the meaning ascribed thereto under the heading “Principal Canadian Federal Income Tax Considerations”;

 

taxable capital gain” has the meaning ascribed thereto under the heading “Principal Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”;

 

Taxes” means: (a) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, licence, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export and including all licence and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts described in clause (a) above or this clause (b); (c) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (d) any liability for the payment of any amounts described in clauses (a) or (b) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party;

 

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Taxing Authority” means any Governmental Entity responsible for the imposition, collection, assessment or administration of any Tax;

 

Term Sheet” has the meaning ascribed thereto under the heading “The Arrangement – Background to the Arrangement”;

 

TFSA” has the meaning ascribed thereto under the heading “Principal Canadian Federal Income Tax Considerations - Holders Resident in Canada - Eligibility for Investment”;

 

THC” means delta-9-tetrahydrocannabinol, a psychoactive chemical compound in Cannabis;

 

Transfer Agent” means TSX Trust Company, in its capacity as transfer agent for the META Shares;

 

TSXV” means the TSX Venture Exchange;

 

TSXV Undertaking” has the meaning ascribed thereto under the heading “Information Concerning META - General”;

 

United States” or “U.S.” means the United States of America;

 

U.S. Congress” means the Congress of the United States;

 

U.S. CSA” means the Controlled Substance Act of 1970 (United States);

 

U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

 

U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder;

 

Windsor Loan Agreement” means the senior secured loan agreement dated January 6, 2020 and entered into by and among High Tide and Windsor; and

 

Windsor” means Windsor Private Capital.

 

Certain other terms used herein but not defined herein are defined in the Arrangement Agreement and, unless the context otherwise requires, shall have the same meanings herein as in the Arrangement Agreement.

 

CURRENCY

 

In this Information Circular, except where otherwise indicated, all dollar amounts are expressed in Canadian dollars, and all references to “$” and “dollars” are to Canadian dollars.

 

The following table sets forth, for each of the periods indicated, the high and low rates of exchange for one Canadian dollar expressed in United States dollars, the average rate of exchange during each such period and the end of period rate, each based on the daily exchange rate quoted by the Bank of Canada (the “Daily Rate”).

 

    Six Months Ended
May 31,
    Year ended December 31,  
    2020     2019       2018       2017  
                             
High   USD $0.7710     USD $0.7699       USD $0.8138       USD $0.8245  
Low   USD $0.6898     USD $0.7353       USD $0.7330       USD $0.7276  
Average   USD $0.7366     USD $0.7537       USD $0.7721       USD $0.7708  
End of Period   USD $0.7253     USD $0.7699       USD $0.7330       USD $0.7971  

 

On August 20, 2020, the last trading day prior to the announcement of the Arrangement, the exchange rate for one Canadian dollar expressed in United States dollars, based on the Daily Rate, was USD $0.7579. On September 22, 2020, the last trading day prior to the date of this Information Circular, the exchange rate for one Canadian dollar expressed in United States dollars, based on the Daily Rate, was USD $0.7513.

 

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SUMMARY INFORMATION

 

The following is a summary of certain information contained elsewhere in this Information Circular, including the Appendices hereto, provided for convenience only and is subject to, and qualified in its entirety by, reference to the more detailed information contained or referred to elsewhere in this Information Circular or in the Appendices hereto. Terms with initial capital letters used in this Summary are defined in the “Glossary of Terms”.

 

The Meeting

 

The Meeting will be held virtually via live audio webcast, available online using the LUMI meeting platform at https://web.lumiagm.com/232399830, on Tuesday, October 27, 2020 at 11:00 a.m. (EST) for the purposes set forth in the accompanying Notice of Meeting. At the Meeting, the META Shareholders will be asked to consider and, if deemed advisable, to approve, with or without variation, the Arrangement Resolution, the full text of which is set forth as Appendix A to this Information Circular.

 

Amid ongoing concerns about the COVID-19 outbreak, META remains mindful of the well-being of its shareholders and their families, its industry partners and other stakeholders as well as the communities in which META operates. META intends on holding the Meeting as a virtual (by electronic means) shareholder meeting only. Shareholders will not be able to attend the Meeting in person. A summary of the information you need to participate in the Meeting online is provided under “Information Concerning the Meeting”.

 

The Record Date for determining META Shareholders entitled to receive notice of and to vote at the Meeting is September 8, 2020. See “General Proxy Matters – Appointment and Revocation of Proxies”.

 

Summary of the Arrangement

 

META entered into the Arrangement Agreement with High Tide on August 20, 2020. The Arrangement Agreement provides for the implementation of the Plan of Arrangement (a copy of which is attached as Schedule “A” to the Arrangement Agreement).

 

Pursuant to the Arrangement, META Shareholders (other than Dissenting Shareholders) will receive for each META Share held, 0.824 of one High Tide Share.

 

It is anticipated that upon Closing, the issued and outstanding capital of High Tide will consist of 433,313,083 High Tide Shares on an undiluted basis. As a result: (a) existing High Tide Shareholders will hold an aggregate of 238,232,132 High Tide Shares representing approximately 54.979% of the outstanding High Tide Shares; and (b) former META Shareholders will hold an aggregate of approximately 195,080,951 High Tide Shares representing approximately 45.021% of the outstanding High Tide Shares.

 

Upon Closing, subject to approval of the TSXV and the applicable regulatory authorities, the High Tide Board will consist of five members, being Chris Brawn and Christian Sinclair, each of whom will be nominees of META, and Harkirat (Raj) Grover, Arthur Kwan and Nitin Kaushal, each of whom will be nominees of High Tide.

 

The Arrangement is subject to customary conditions for a transaction of this nature, which include Court and regulatory approvals, and approval by not less than 662/3% of the votes cast by the META Shareholders, virtually present or represented by proxy at the Meeting.

 

See “The Arrangement – Summary of the Arrangement”, “The Arrangement – Arrangement Steps”, “The Arrangement – Effects of the Arrangement” and “Risk Factors – Risks Relating to the Arrangement”.

 

META Growth Corp.

 

META and its Subsidiaries are in the business of operating retail locations to sell and distribute cannabis and cannabis related products in Canada.

 

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The META Shares are listed for trading on the TSXV under the symbol “META”, the META Debentures are listed for trading on the TSXV under the symbol “META.DB” and the META Warrants are listed for trading on the TSXV under the symbol “META.WT”.

 

The head office of the Corporation is located at 56 Aberfoyle Crescent, Unit 200, Etobicoke, Ontario M8X 2W4, and its registered office is located at 1900, 520 – 3rd Avenue S.W., Calgary, Alberta T2P 0R3.

 

See “Information Concerning META”.

 

High Tide

 

High Tide is a downstream focused retailer of cannabis products, and a distributor and seller of smoking accessories. The High Tide Shares are listed for trading on the CSE under the symbol “HITI”, the Frankfurt Stock Exchange under the securities identification code “WKN: A2PBPS” and the ticker symbol “2YL”, and on the OTCQB Market Exchange under the symbol “HITIF”.

 

The head office of High Tide is located at Unit 112, 11127 – 15 Street N.E., Calgary, Alberta, T3K 2M4 and its registered office is located at #120 – 4954 Richard Road SW, Calgary, Alberta T3E 6L1.

 

See “Information Concerning High Tide” and Appendix D – “Information Concerning High Tide”.

 

Background to the Arrangement

 

The Arrangement is the result of extensive and considered negotiations between representatives of High Tide and META. This Information Circular contains a summary of the events leading up to the negotiation of the Arrangement Agreement and the meetings, negotiations, discussions and actions between the Parties that preceded the execution and public announcement of the Arrangement Agreement. See “The Arrangement Background to the Arrangement”.

 

Reasons for and Benefits of the Arrangement

 

In unanimously determining that the Arrangement is in the best interests of the Corporation and unanimously recommending to META Shareholders that they approve the Arrangement, the META Board considered and relied upon a number of strategic, financial, operational and other factors including the financial metrics of the proposed transaction, the long-term prospects for growth of META on a stand-alone basis, the long-term prospects for growth of High Tide, and the prospects for the combined operations of High Tide and META. The META Board and management of META believe that the Arrangement provides a number of anticipated benefits. See “The Arrangement Reasons for and Benefits of the Arrangement”.

 

Fairness Opinion

 

The META Board engaged Echelon to prepare and deliver the Fairness Opinion to the META Board. Echelon has provided the Fairness Opinion to the META Board to the effect that, as of August 20, 2020 and subject to the assumptions, qualifications and limitations contained therein, the consideration to be received by META Shareholders under the Arrangement is fair, from a financial point of view, to META Shareholders.

 

The summary of the Fairness Opinion in this Information Circular is qualified in its entirety by reference to the full text of the Fairness Opinion. The Fairness Opinion is subject to the assumptions, qualifications and limitations contained therein and should be read in its entirety. The Fairness Opinion was provided for the information and assistance of the META Board in connection with its consideration of the Arrangement. The Fairness Opinion does not address the merits of the underlying decision by META to enter into the Arrangement Agreement or the Arrangement and does not constitute, nor should it be construed as, a recommendation to any META Shareholder as to how such META Shareholder should vote with respect to the Arrangement Resolution or any related matter. META Shareholders are urged to read the Fairness Opinion in its entirety.

 

See Appendix C for the full text of the Fairness Opinion and “The Arrangement Fairness Opinion”.

 

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Recommendation of the META Board

 

The META Board, after consulting with its financial and legal advisors, and after careful consideration of, among other things, the Fairness Opinion: (a) has unanimously determined that the Arrangement is in the best interests of the Corporation and the META Shareholders; (b) has unanimously determined that the consideration to be received by META Shareholders pursuant to the Arrangement is fair, from a financial point of view, to META Shareholders; and (c) unanimously recommends that META Shareholders vote in favour of the Arrangement Resolution. See “The Arrangement Recommendation of the META Board”.

 

Support and Voting Agreements

 

The Supporting Shareholders who beneficially own or exercise control or direction over, approximately 14.1% of the issued and outstanding META Shares in aggregate, have entered into Support and Voting Agreements pursuant to which they have agreed to, among other things, vote their META Shares in favour of the Arrangement Resolution at the Meeting.

 

Each Support and Voting Agreement automatically terminates on the earliest to occur of: (a) the written agreement of High Tide and the Supporting Shareholder; (b) if without the prior written consent of the Supporting Shareholder, there is any decrease in the amount of, or change in the form of, the Consideration payable for the outstanding META Shares as set out in the Arrangement Agreement (provided that a decrease in the market price of the High Tide Shares will not constitute a decrease in the amount of the consideration payable for the outstanding META Shares as set out in the Arrangement Agreement); (c) the Outside Date; (d) the Effective Time; and (e) the termination of the Arrangement Agreement in accordance with its terms.

 

See “The Arrangement –Support and Voting Agreements”.

 

META Debenture Agreements

 

On August 19, 2020, the holders of META Debentures owning or exercising control over more than 662/3% of the outstanding principal amount of META Debentures, executed the META Debenture Agreements providing for a waiver of certain provisions of the META Debenture Indenture in so far as the Arrangement constitutes a Change of Control (as defined in the META Debenture Indenture) thereunder. The waiver and consent also provides for the following additional amendments to the META Debenture Indenture:

 

(a) the conversion price in effect for the initial META Debentures be amended from $1.08 per META Share to a price that would result in a post-Arrangement conversion price (taking into consideration such adjustments required pursuant to Section 6.5(d) of the META Debenture Indenture), of $0.22 per High Tide Share;

 

(b) the maturity date for the initial META Debentures be amended from November 30, 2021 to November 30, 2022; and

 

(c) the following Events of Default (as defined in the META Debenture Indenture), be added:

 

(i) if the High Tide Shares cease to be listed or quoted on at least one of the following exchanges: the Canadian Securities Exchange, the Toronto Stock Exchange, the TSXV, the NEO Exchange, the New York Stock Exchange, NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or the London Stock Exchange,

 

(ii) if there is a default under the loan agreement dated January 6, 2020 between High Tide and Windsor Private Capital Limited Partnership, or default under any general security agreement or security collateral related thereto, or

 

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(iii) if High Tide fails to observe or perform any other agreement or condition relating to any indebtedness to any Person that in the aggregate principal amount then outstanding is in excess of $1,000,000 or contained in any instrument or agreement evidencing, securing, or relating thereto or any other event occurs or condition exists, the effect of which default or other condition is to cause, or to permit the holder of such indebtedness to cause, that indebtedness to become due before its stated maturity date.

 

Effects of the Arrangement

 

META Shares

 

The Arrangement provides for, among other things, the acquisition of all of the issued and outstanding META Shares by High Tide. META Shareholders (other than Dissenting Shareholders) will receive for each META Share held, 0.824 of one High Tide Share. Upon completion of the Arrangement, META will become a wholly-owned subsidiary of High Tide. See “The Arrangement – Effects of the Arrangement – META Shares”.

 

META Warrants

 

In accordance with the terms set out in the respective warrant certificates or warrant indentures representing the META Warrants, at and following the Effective Time, each holder of a META Warrant shall be entitled to receive (and such holder shall accept) upon the exercise of such holder’s META Warrant, for the same aggregate consideration payable thereupon, such number of High Tide Shares which the holder would have been entitled to receive as a result of the transactions contemplated by the Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of META Shares to which such holder would have been entitled if such holder had exercised such META Warrant immediately prior to the Effective Time. Each META Warrant shall continue to be governed by and be subject to the terms of the warrant certificate or warrant indenture representing each META Warrant. META, High Tide and TSX Trust Company, as warrant agent, intend on entering into a supplemental warrant indenture effective as of Closing, pursuant to which the META Warrants currently listed on the TSXV and governed by a warrant indenture among META and TSX Trust Company dated February 6, 2020 will become warrants of High Tide.

 

See “The Arrangement – Effects of the Arrangement – META Warrants”.

 

META Options

 

In accordance with the terms set out in the META Option Plan, each holder of a META Option shall be entitled to receive (and such holder shall accept) upon the exercise of such holder’s META Option, for the same aggregate consideration payable thereupon such number of High Tide Shares which the holder would have been entitled to receive as a result of the transactions contemplated by the Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of META Shares to which such holder would have been entitled if such holder had exercised such META Option immediately prior to the Effective Time. Each META Option shall continue to be governed by and be subject to the terms of the META Option Plan.

 

See “The Arrangement – Effects of the Arrangement – META Options”.

 

META Debentures

 

In accordance with the terms set out in the respective debenture certificates and the META Debenture Indenture representing the META Debentures, at and following the Effective Time, each holder of META Debentures shall be entitled to receive (and such holder shall accept) upon the conversion of such holder’s META Debentures, for the same aggregate consideration payable thereupon such number of High Tide Shares which the holder would have been entitled to receive as a result of the transactions contemplated by the Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of META Shares to which such holder would have been entitled if such holder had converted such META Debenture immediately prior to the Effective Time. Concurrently with Closing, META, High Tide and TSX Trust Company intend on entering into a supplemental indenture reflecting the amendments pursuant to the META Debenture Agreements, which amendment will include a change to the conversion price of the META Debentures. As such, the number of High Tide Shares issuable upon conversion of the META Debentures will also reflect this amendment. Each META Debenture shall continue to be governed by and be subject to the terms of the debenture certificate or the META Debenture Indenture, as amended, representing each META Debenture. See “Summary Information – META Debenture Agreements”.

 

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See “The Arrangement – Effects of the Arrangement – META Debentures”.

 

META RSUs

 

In accordance with the terms set out in the META RSU Plan, each holder of a META RSU shall be entitled to receive (and such holder shall accept) upon the vesting of such holder’s META RSU, such number of High Tide Shares which the holder would have been entitled to receive as a result of the transactions contemplated by the Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of META Shares to which such holder would have been entitled if such META RSU vested immediately prior to the Effective Time. Each META RSU shall continue to be governed by and be subject to the terms of the META RSU Plan.

 

See “The Arrangement – Effects of the Arrangement – META RSUs”.

 

The Arrangement Agreement

 

The Arrangement will be effected pursuant to the Arrangement Agreement. The Arrangement Agreement contains covenants, representations and warranties of and from each of META and High Tide, and contains various conditions precedent, both mutual and with respect to the specific obligations of META and High Tide. The Arrangement Agreement provides that, upon the occurrence of certain termination events, either of the Parties may be required to pay the other Party a termination fee in the range of $1,000,000 to $2,000,000. See “The Arrangement Agreement”.

 

This Information Circular contains a summary of certain provisions of the Arrangement Agreement and is qualified in its entirety by the full text of the Arrangement Agreement, a copy of which can be found under META’s SEDAR profile at www.sedar.com.

 

Stock Exchange Listings

 

It is a condition to the completion of the Arrangement that the TSXV will have conditionally approved the listing of the High Tide Shares to be issued pursuant to the Arrangement, and the META Warrants (to be listed as warrants of High Tide) and the META Debentures that are currently listed on the TSXV. Concurrently with Closing, META, High Tide and TSX Trust Company intend on entering into a supplemental indenture reflecting the amendments pursuant to the META Debenture Agreements, pursuant to which High Tide will agree to issue High Tide Shares upon the conversion of the META Debentures, and the underlying loan will continue to be a loan of META and secured by the assets of META. Listing will be subject to High Tide fulfilling all the requirements of the TSXV.

 

As part of the Plan of Arrangement, each issued and outstanding META Share (other than those held by Dissenting Shareholders) shall be transferred to High Tide in exchange for 0.824 of one High Tide Share. It is a condition to the completion of the Arrangement that the TSXV shall have conditionally approved the listing of the High Tide Shares, with such listing to be effective at the time such META Shares are to be acquired by High Tide pursuant to the Plan of Arrangement. Listing will be subject to High Tide fulfilling all the requirements of the TSXV.

 

It is intended that the META Shares, META Warrants and META Debentures will be delisted from the TSXV following completion of the Arrangement. It is also intended that the High Tide Shares will be delisted from the CSE following completion of the Arrangement.

 

See “The Arrangement – Stock Exchange Listing”.

 

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Procedure for the Arrangement to Become Effective

 

Procedural Steps

 

The Arrangement is proposed to be carried out pursuant to Section 193 of the ABCA. The following procedural steps must be taken in order for the Arrangement to become effective:

 

(a) the Arrangement must be approved by not less than 662/3% of the votes cast by the META Shareholders, virtually present or represented by proxy at the Meeting, in the manner set forth in the Interim Order;

 

(b) the Court must grant the Final Order approving the Arrangement;

 

(c) all conditions precedent to the Arrangement, as set forth in the Arrangement Agreement, must be satisfied or waived by the appropriate Party;

 

(d) the Final Order and Articles of Arrangement in the form prescribed by the ABCA must be filed with the Registrar; and

 

(e) the proof of filing to be issued by the Registrar pursuant to subsections 193(11) and 193(12) of the ABCA in respect of the Articles of Arrangement must be issued.

 

See “The Arrangement – Procedure for the Arrangement to Become Effective”.

 

META Shareholder Approval

 

At the Meeting, pursuant to the Interim Order, META Shareholders will be asked to approve the Arrangement Resolution. Each META Shareholder shall be entitled to vote on the Arrangement Resolution, with the META Shareholders entitled to one vote per META Share held. The Arrangement will require approval by not less than 662/3% of the votes cast by the META Shareholders, virtually present or represented by proxy at the Meeting. The Arrangement Resolution must receive the requisite META Shareholder approval in order for META to seek the Final Order and implement the Arrangement on the Effective Date in accordance with the terms of the Final Order. See “General Proxy Matters – Procedure and Votes Required”.

 

For information with respect to the procedures for META Shareholders to follow to receive their consideration pursuant to the Arrangement, see “Procedures for the Surrender of META Shares and Receipt of Consideration”.

 

See also “Summary of the Arrangement” above.

 

Court Approval

 

The Arrangement requires the Court’s approval of the Final Order. Prior to the mailing of this Information Circular, the Corporation obtained the Interim Order authorizing and directing the Corporation to call, hold and conduct the Meeting and to submit the Arrangement to the META Shareholders for approval. A copy of the Interim Order is attached as Appendix B to this Information Circular. Subject to the terms of the Arrangement Agreement and the approval of the Arrangement Resolution by the META Shareholders, META will make an application to the Court for the Final Order. The hearing in respect of the Final Order is expected to take place on or about October 28, 2020 at 3:30 p.m. (MST) via teleconference or Webex. See “The Arrangement – Procedure for the Arrangement Becoming Effective – Court Approval”.

 

Timing

 

If the Meeting is held as scheduled and is not adjourned or postponed and the other necessary conditions at that point in time are satisfied or waived, META will apply for the Final Order approving the Arrangement. If the Final Order is obtained on or about October 28, 2020 in form and substance satisfactory to META and High Tide, and all other conditions set forth in the Arrangement Agreement are satisfied or waived, including the receipt of all required regulatory approvals, META currently expects the Effective Date to occur in the fourth quarter of 2020. It is not possible, however, to state with certainty when the Effective Date will occur. The Effective Date could be delayed for a number of reasons, including an objection before the Court at the hearing of the application for the Final Order on or about October 28, 2020 or the failure to obtain all regulatory approvals in the time-frames anticipated. See “The Arrangement – Timing”.

 

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Dissent Rights of Registered META Shareholders

 

Pursuant to the Interim Order, registered holders of META Shares have Dissent Rights with respect to the Arrangement Resolution only if a written objection to the Arrangement Resolution is received by 5:00 p.m. (MST) on October 22, 2020 (or the Business Day that is three Business Days prior to the date of the Meeting if it is not held on or about October 28, 2020) by META c/o Borden Ladner Gervais LLP, Centennial Place, East Tower, 1900, 520 – 3rd Avenue S.W., Calgary, Alberta, T2P 0R3, Attention: David T. Madsen, Q.C., and such META Shareholder complies with Section 191 of the ABCA, as modified by the Interim Order. Provided that the Arrangement becomes effective, each Dissenting Shareholder will be entitled to be paid the fair value of the META Shares in respect of which the META Shareholder dissents in accordance with Section 191 of the ABCA, as modified by the Interim Order. See Appendices B and F for a copy of the Interim Order and the provisions of Section 191 of the ABCA, respectively.

 

It is a condition to High Tide’s obligation to complete the Arrangement that META Shareholders holding no more than 5% of the META Shares shall have exercised Dissent Rights that have not been withdrawn as at the Effective Date.

 

The statutory provisions covering the right to dissent are technical and complex. Failure to strictly comply with the requirements set forth in Section 191 of the ABCA, as modified by the Interim Order, may result in the loss of any right to dissent. Persons who are beneficial owners of META Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent, should be aware that only the registered holder of such META Shares is entitled to dissent. Accordingly, a beneficial owner of META Shares desiring to exercise its Dissent Rights must make arrangements for the registered holder to dissent on such beneficial owner’s behalf. Alternatively, a Beneficial Shareholder could make arrangements for the META Shares to be registered in such Beneficial Shareholder’s name prior to the time the written objection to the Arrangement Resolution is required to be received by the Corporation. Pursuant to the Interim Order, a registered META Shareholder may not exercise Dissent Rights in respect of only a portion of such holder’s META Shares. See “Rights of Dissent”.

 

Market for META Shares

 

The META Shares are listed and traded on the TSXV. The trading symbol for the META Shares is “META”. On August 20, 2020, the last trading day prior to the date of the public announcement of the Arrangement, the closing price of the META Shares on the TSXV was $0.12. On September 22, 2020, the last trading day prior to the date of this Circular, the closing price of the META Shares on the TSXV was $0.12. See “Information Concerning META – Market for META Shares”.

 

Fractional Securities

 

No DRS Advices representing fractional Consideration Shares shall be issued or delivered pursuant to the Arrangement. In the event a former META Shareholder would otherwise be entitled to a fractional Consideration Share hereunder, the number of Consideration Shares to be issued to any Person pursuant to the Plan of Arrangement (including any High Tide Shares issued to any Person pursuant to any exercise of META Warrants, META Options, META RSUs and META Debentures in accordance with Article 4 of the Plan of Arrangement) shall be rounded up to the next greater whole number of Consideration Shares or High Tide Shares, as applicable, if the fractional entitlement is equal to or greater than 0.5 and shall, without any additional compensation, be rounded down to the next lesser whole number of Consideration Shares or High Tide Shares, as applicable, if the fractional entitlement is less than 0.5. See “Procedures for the Surrender of META Shares and Receipt of Consideration – Fractional Securities”.

 

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Principal Canadian Federal Income Tax Considerations

 

META Shareholders should carefully read the information under “Principal Canadian Federal Income Tax Considerations” in this Information Circular, which qualifies and provides further detail on the information set forth below.

 

A META Shareholder (other than a Dissenting Shareholder) that is a Resident Holder will exchange the Resident Holder’s META Shares for Consideration Shares. Such Resident Holder will generally be deemed to have disposed of such META Shares under a tax-deferred exchange under section 85.1 of the Tax Act and will not recognize any capital gain or loss on such exchange unless such Resident Holder has, in the Resident Holder’s return of income for the taxation year in which the Arrangement occurs, included in computing the Resident Holder’s income for that year any portion of the gain or loss, otherwise determined, from the disposition of the META Shares (see “Principal Canadian Federal Income Tax Considerations - Taxation of Capital Gains and Capital Losses”). More specifically, the Resident Holder will be deemed to have disposed of the META Shares for proceeds of disposition equal to the adjusted cost base of the META Shares to such Resident Holder, determined immediately before the Effective Time, and the Resident Holder will be deemed to have acquired the Consideration Shares at an aggregate cost equal to such adjusted cost base of the META Shares. The cost attributable to the Consideration Shares will be averaged with the adjusted cost base of all other High Tide Shares held by the particular Resident Holder as capital property for the purpose of determining the adjusted cost base of the Consideration Shares held by the Resident Holder.

 

A Dissenting Shareholder who holds META Shares as capital property generally will realize a capital gain for Canadian federal income tax purposes only if and to the extent the proceeds received for such META Shares exceeds such Holder’s adjusted cost base of the META Shares and any reasonable costs of disposition, subject to the detailed provisions of the Tax Act. Any capital gain realized by a Non-Resident Holder upon such Non-Resident Holder’s disposition of META Shares generally will not be subject to Canadian federal income taxation unless such META Shares represent “taxable Canadian property” (as defined in the Tax Act) to such Non-Resident Holder.

 

Other Tax Considerations

 

This Information Circular does not address any tax considerations of the Arrangement other than Canadian federal income tax considerations to META Shareholders, holders of META Warrants, and holders of META Debentures. All META Shareholders, holders of META Warrants, and holders of META Debentures should also consult their own tax advisors regarding relevant provincial or territorial and other tax considerations of the Arrangement. META Shareholders, holders of META Warrants, and holders of META Debentures who are resident in jurisdictions other than Canada should consult their tax advisors with respect to the relevant tax implications of the Arrangement, including any associated filing requirements, in such jurisdictions.

 

Selected Pro Forma Consolidated Financial Information

 

The following information should be read in conjunction with: (a) the pro forma financial statements of High Tide following completion of the Arrangement, which are attached as Appendix F to this Information Circular; (b) the unaudited condensed interim consolidated financial statements of META for the three and nine month periods ended May 31, 2020 and May 31, 2019; (c) the audited consolidated financial statements of META for the years ended August 31, 2019 and August 31, 2018; (d) the audited consolidated financial statements of High Tide for the years ended October 31, 2019 and October 31, 2018 which are incorporated by reference herein; and (e) the interim consolidated financial statements of High Tide for the three and nine month periods ended July 31, 2020 and July 31, 2019 which are incorporate by reference herein. The following table sets out certain financial information for META and High Tide as at May 31, 2020 and July 31, 2020, respectively, and pro forma financial information for High Tide after giving effect to the Arrangement, and is presented for illustrative purposes only and is not necessarily indicative of the operating or financial results that would have occurred had the Arrangement actually occurred. The summary unaudited pro forma consolidated financial information below is derived from the Pro Forma Financial Statements and should be read in conjunction with the Pro Forma Financial Statements, related notes and other financial information appearing elsewhere in this Information Circular. Actual amounts recorded upon Closing will differ from the pro forma information presented below. No attempt has been made to calculate or estimate potential synergies between META and High Tide. See the Pro Forma Financial Statements attached hereto as Appendix F.

 

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Pro Forma Statement of Financial Position Data
(in thousands $)
  META
May 31,
2020
    High Tide
July 31,
2020
    High Tide
(post Arrangement)
 
Assets   $ 52,054     $ 75,874     $ 156,450  
Liabilities   $ 48,211     $ 62,222     $ 114,361  
Shareholder’s Equity   $ 3,843     $ 13,652     $ 42,089  

 

Risk Factors

 

Risk factors related to the Arrangement include:

 

· META and High Tide may fail to realize the anticipated benefits of the Arrangement;

 

· the conditions to Closing may not be satisfied or waived which may result in the Arrangement not being completed;

 

· the Arrangement Agreement may be terminated by the Parties in certain circumstances;

 

· each of META and High Tide will incur significant costs relating to the Arrangement, regardless of whether the Arrangement is completed or not completed;

 

· if the Arrangement is not completed, META will continue to face the risks that it currently faces with respect to its affairs, business and operations and future prospects;

 

· META Shareholders will receive Consideration Shares on a fixed exchange ratio, which may not reflect the current market value; and

 

· failure to complete the Arrangement could cause a material negative impact on the trading price of the META Shares. If the Arrangement is completed, there can be no assurance as to the future financial condition and results of operations of High Tide.

 

See “Risk Factors”.

 

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INFORMATION CONCERNING THE MEETING

 

The Meeting will be held virtually via live audio webcast, available online using the LUMI meeting platform at https://web.lumiagm.com/232399830, on Tuesday, October 27, 2020 at 11:00 a.m. (EST) for the purposes set forth in the accompanying Notice of Meeting. At the Meeting, the META Shareholders will be asked to consider and, if deemed advisable, to approve, with or without variation, the Arrangement Resolution, the full text of which is set forth as Appendix A to this Information Circular. Each META Shareholder entitled to vote at the Meeting will be entitled to one vote for each META Share held.

 

Amid ongoing concerns about the COVID-19 outbreak, META remains mindful of the well-being of its shareholders and their families, its industry partners and other stakeholders as well as the communities in which META operates. META intends on holding the Meeting as a virtual (by electronic means) shareholder meeting only. Shareholders will not be able to attend the Meeting in person.

 

Voting by Registered Shareholders

 

META Shareholders who hold common shares registered directly in their name may vote at the Meeting virtually by following the steps listed below:

 

(a) Type https://web.lumiagm.com/232399830 into the URL bar of your internet browser at least 15 minutes before the Meeting starts. Please do not do a Google search. Do not use Internet Explorer. The best browser to use the Lumi platform is Google Chrome.

 

(b) Click on “I have a control number”.

 

(c) Enter your 12-digit control number (found on your proxy form).

 

(d) Enter the password: meta2020 (case sensitive).

 

(e) When the ballots have been opened, you will see them appear on your screen.

 

Each META Shareholder submitting a proxy has the right to appoint a person to represent him or it at the Meeting other than the persons designated in the instrument of proxy furnished by the Corporation. The META Shareholder may exercise this right by striking out the names of the persons so designated and inserting the name of the desired representative in the blank space provided, or by completing another form of proxy and in either case depositing the proxy with TSX Trust Company at the place and within the time specified for the deposit of proxies.

 

The META Shareholder or its appointee must then register with TSX Trust Company in advance of the Meeting by emailing tsxtrustproxyvoting@tmx.com the “Request for Control Number” form, which can be found here https://tsxtrust.com/resource/en/75. If you are a non-registered shareholder and want to vote online at the Meeting, you must appoint yourself as proxyholder and register with TSX Trust Company in advance of the Meeting by emailing tsxtrustproxyvoting@tmx.com the “Request for Control Number” form, which can be found here https://tsxtrust.com/resource/en/75.

 

Voting by Beneficial Shareholders

 

A Beneficial Shareholder entitled to vote at the Meeting may vote at the Meeting virtually by following the steps listed below:

 

(a) Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or voting information form. Do not fill out your voting instructions.

 

(b) Sign and send it to your intermediary, adhering to the voting deadline and submission instructions on the voting instruction form.

 

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(c) Obtian a control number by contacting TSX Trust Company by emailing tsxtrustproxyvoting@tmx.com the “Request for Control Number” form, which can be found here https://tsxtrust.com/resource/en/75. Request for control numbers must be made prior to 11:00 a.m. (EST) on October 26, 2020.

 

(d) Type https://web.lumiagm.com/232399830 in your browser at least 15 minutes before the Meeting starts. Please do not do a Google search. Do not use Internet Explorer. The best browser to use the Lumi platform is Google Chrome.

 

(e) Click on “I have a control number”.

 

(f) Enter your 12-digit control number provided by TSX Trust Company through email.

 

(g) Enter the password: meta2020 (case sensitive)

 

(h) When the ballots have been opened, you will see them appear on your screen.

 

See also “General Proxy Matters”.

 

THE ARRANGEMENT

 

Background to the Arrangement

 

The Arrangement is the result of arm’s length negotiations between META and High Tide and their respective advisors. The following is a summary of events leading up to the negotiation of the Arrangement Agreement and the execution and public announcement of the Arrangement Agreement.

 

On May 27, 2019, META and High Tide entered into the Confidentiality Agreement that allowed for the provision of certain information to High Tide in order for High Tide and its employees, officers, directors, consultants and agents to complete an initial due diligence review of META and its operations. After initial exploratory discussions, shortly after signing the Confidentiality Agreement, META determined that the timing was not right to pursue a transaction.

 

On June 6, 2020, the META Board authorized the engagement of a financial advisor with a mandate to assist the META Board in considering potential strategic alternative transactions. On June 6, 2020, the META Board engaged Echelon as financial advisor.

 

In arriving at the Arrangement, the META Board and management team have reviewed and considered a variety of potential alternatives including, maintaining the status quo and pursuing META’s current business plan, proceeding with an equity financing, asset dispositions and acquisitions and potential corporate merger or sale opportunities. After considerable review of numerous opportunities and strategic alternatives and in light of changes in the businesses of both META and High Tide, as well as changes to industry conditions, in the spring of 2020, High Tide was identified as an attractive merger candidate given, among other considerations, its complementary asset base, established product sales and positive cash flow from operations.

 

On June 12, 2020, META received a draft non-binding term sheet from High Tide with respect to the proposed business combination between META and High Tide. The META Board met on June 13, 2020 to discuss a draft term sheet between High Tide and META which set out the terms and conditions by which High Tide and META would enter into a business combination (the “Term Sheet”). In conjunction therewith, management provided an overview of META’s current and proposed operations and strategic considerations regarding the merger with High Tide. The Term Sheet was executed by each of High Tide and META on June 15, 2020, which provided for a period of exclusive negotiation between META and High Tide in respect of a possible business combination and, during which period, each party would be permitted to conduct due diligence in respect of the other. Among other things, the proposal was subject to completing satisfactory due diligence, negotiation of a mutually satisfactory definitive transaction documentation and approval of the META Board and High Tide Board.

 

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From June 15, 2020 to August 20, 2020, with the assistance of their respective legal and financial advisors, as the case may be, each of META and High Tide continued to conduct their due diligence reviews and the Parties negotiated the definitive terms of the draft Arrangement Agreement and related documentation. The due diligence reviews included: (a) information concerning the business, operations, property, assets, financial conditions, operating results and the prospects of each of META and High Tide; (b) historical information regarding trading price and volumes of the High Tide Shares and META Shares; (c) current and prospective industry, economic and market conditions and trends affecting META and High Tide; (d) the financial position of the combined entity and its ability to fund its ongoing operations, in light of the capital expenditures required in connection therewith, and the ability of the combined entity to fund such capital expenditures; (e) the expected benefits of the proposed Arrangement for META, High Tide and their stakeholders, and the combined entity following the completion of the proposed Arrangement; (f) the risks associated with the completion and non-completion of the proposed Arrangement; and (g) the specific terms of the draft Arrangement Agreement.

 

On August 17, 2020, Opaskwayak Cree Nation executed a consent and waiver providing for a consent and waiver of certain provisions of the loan agreement dated December 18, 2019 between META and Opaskwayak Cree Nation in so far as the Arrangement constitutes a Change of Control (as defined in such loan agreement) thereunder.

 

On August 19, 2020, the holders of META Debentures owning or exercising control over more than 662/3% of the outstanding principal amount of META Debentures, executed a waiver and consent providing for a waiver of certain provisions of the META Debenture Indenture in so far as the Arrangement constitutes a Change of Control (as defined in the META Debenture Indenture) thereunder. The waiver and consent also provides for the following additional amendments to the META Debenture Indenture:

 

(a) the conversion price in effect for the initial META Debentures be amended from $1.08 per META Share to a price that would result in a post-Arrangement conversion price (taking into consideration such adjustments required pursuant to Section 6.5(d) of the META Debenture Indenture), of $0.22 per High Tide Share;

 

(b) the maturity date for the initial META Debentures be amended from November 30, 2021 to November 30, 2022; and

 

(c) the following Events of Default (as defined in the META Debenture Indenture), be added:

 

(i) if the High Tide Shares cease to be listed or quoted on at least one of the following exchanges: the Canadian Securities Exchange, the Toronto Stock Exchange, the TSXV, the NEO Exchange, the New York Stock Exchange, NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or the London Stock Exchange,

 

(ii) if there is a default under the loan agreement dated January 6, 2020 between High Tide and Windsor Private Capital Limited Partnership, or default under any general security agreement or security collateral related thereto, or

 

(iii) if High Tide fails to observe or perform any other agreement or condition relating to any indebtedness to any person that in the aggregate principal amount then outstanding is in excess of $1,000,000 or contained in any instrument or agreement evidencing, securing, or relating thereto or any other event occurs or condition exists, the effect of which default or other condition is to cause, or to permit the holder of such indebtedness to cause, that indebtedness to become due before its stated maturity date.

 

On August 20, 2020, the META Board held further meetings with management and its legal and financial advisor to discuss the terms of the proposed Arrangement Agreement, the Plan of Arrangement and related matters and fully considered its duties and responsibilities to META, including the impact of the proposed transaction on META Shareholders and other stakeholders. Echelon provided the META Board with its detailed financial analysis and advice in respect of META, High Tide and the proposed Arrangement, and delivered its verbal opinion that, as at August 20, 2020 (subsequently confirmed in writing), and subject to the review of the final form of definitive documents and the assumptions, limitations and qualifications described in their opinion, the consideration to be received by META Shareholders under the Arrangement is fair, from a financial point of view, to META Shareholders. Subsequently, the META Board unanimously determined that the Arrangement is in the best interests of the Corporation and unanimously determined that the consideration to be received by META Shareholders pursuant to the Arrangement is fair, from a financial point of view, to META Shareholders. The META Board then unanimously resolved to approve the Arrangement Agreement and to unanimously recommend to the META Shareholders that they vote in favour of the Arrangement. Following the meeting of the META Board, META and High Tide entered into the Arrangement Agreement, the Supporting Shareholders executed Support and Voting Agreements, and a news release announcing the Arrangement was issued on the morning of August 21, 2020.

 

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Echelon delivered the written Fairness Opinion as of August 20, 2020.

 

On September 23, 2020, the META Board approved this Information Circular and unanimously reconfirmed their approval of the Arrangement and recommendation that the META Shareholders vote in favour of the Arrangement Resolution.

 

Reasons for and Benefits of the Arrangement

 

In unanimously determining that the Arrangement is in the best interests of META and unanimously recommending to META Shareholders that they approve the Arrangement, the META Board considered and relied upon a number of strategic, financial, operational and other factors including the financial metrics of the proposed transaction, the long-term prospects for growth of META on a stand-alone basis, the long-term prospects for growth of High Tide, and the prospects for the combined operations of High Tide and META, including, without limitation the following:

 

(a) High Tide has established itself as a leading cannabis retailer and the Arrangement positions High Tide following Closing as the largest cannabis retailer in Canada by revenue and network;

 

(b) High Tide following Closing is anticipated to have industry leading gross margins;

 

(c) the Closing of the Arrangement is intended to lead to optimization of store portfolios of High Tide through the elimination of unprofitable stores;

 

(d) High Tide following Closing is anticipated to realize immediate substantial cost and operational synergies;

 

(e) High Tide following Closing is anticipated to be well positioned to leverage data analytics through robust data collection in stores, which will drive operational efficiencies;

 

(f) the META Board’s assessment of the current and future state of the debt and equity markets that could be available to the Corporation to provide the Corporation with the full amount of funding it requires to finance its business and operations, including the risk that such funding may not be obtained in a reasonable time or in full or on terms satisfactory to the Corporation, as well as the META Board’s assessment of market conditions;

 

(g) the Fairness Opinion to the effect that, as of the date of the Fairness Opinion, and subject to the assumptions, limitations, and qualifications contained therein the consideration to be received by META Shareholders under the Arrangement is fair, from a financial point of view, to META Shareholders;

 

(h) the Arrangement will require approval by not less than 662/3% of the votes cast by the META Shareholders, virtually present or represented by proxy at the Meeting;

 

(i) the Arrangement will only become effective if, after hearing from all interested Persons who choose to appear before it, the Court determines that the Arrangement is fair to the META Shareholders;

 

(j) the terms and conditions of the Arrangement Agreement, including the conditions to completion of the Arrangement;

 

(k) High Tide’s obligation to complete the Arrangement being subject to a limited number of conditions which the META Board believes are reasonable under the circumstances;

 

(l) META Board’s belief that the Arrangement is likely to be completed in accordance with its terms and within a reasonable time, with Closing currently expected in the fourth quarter of 2020;

 

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(m) the Supporting Shareholders, representing in the aggregate approximately 14.1% of the outstanding META Shares eligible to vote at the Meeting, have entered into Support and Voting Agreements pursuant to which they have agreed, among other things, to vote their META Shares in favour of the Arrangement Resolution and otherwise support the Arrangement;

 

(n) the ability of the META Board, in certain circumstances, to consider and recommend approval of a META Superior Proposal;

 

(o) the appropriateness of the termination fee payable to META upon a Buyer Termination Payment Event (as such term is defined in the Arrangement Agreement) and right to match as an inducement to High Tide to enter into the Arrangement Agreement and the likely impact of such fee and terms upon any potential subsequent META Superior Proposal in respect of META;

 

(p) if the Arrangement Agreement is terminated in certain circumstances, High Tide has agreed to pay damages to META in connection with the Arrangement to a maximum of $2,000,000; and

 

(q) registered META Shareholders may, upon compliance with certain conditions and in certain circumstances, exercise Dissent Rights.

 

The META Board and management of META believe that the Arrangement provides a number of anticipated benefits including, without limitation, the following:

 

(a) the exchange ratio values the META Shares at $0.133 per META Share, representing a premium of 14%, based on the 10-day volume-weighted average price of the META Shares on the TSXV and High Tide Shares on the CSE as of August 20, 2020;

 

(b) the Arrangement is anticipated to enhance value for META Shareholders through ownership in a larger company focused on retail cannabis operations;

 

(c) as part of the acquisition, High Tide will retain certain members of the experienced and well regarded team of META, and the acquisition of META will advance High Tide’s strategic position in North America as the largest Canadian cannabis retailer; and

 

(d) following the acquisition, High Tide will have greater financial and human resources, enabling it to more effectively accelerate the build-out of META’s retail cannabis footprint.

 

The foregoing discussion of the information and factors considered and given weight by the META Board is not intended to be exhaustive. In reaching the determination to approve and recommend the Arrangement, the META Board did not assign any relative or specific weights to the foregoing factors, but individual directors may have given different weights to different factors. The full META Board was present at the August 20, 2020 meeting at which the Arrangement was approved and they were unanimous in their recommendation that the META Shareholders vote in favour of the Arrangement Resolution. On September 23, 2020, among other matters, the META Board approved the contents of this Information Circular and unanimously reconfirmed their approval of the Arrangement and recommendation that the META Shares vote in favour of the Arrangement Resolution.

 

The Supporting Shareholders, who beneficially own or exercise control or direction over, approximately 14.1% of the issued and outstanding META Shares in aggregate, have entered into Support and Voting Agreements pursuant to which they have agreed to, among other things, vote their META Shares in favour of the Arrangement Resolution at the Meeting.

 

Fairness Opinion

 

Echelon was retained to act as financial advisor to the META Board in connection with, among other things, providing the META Board with its opinion as to the fairness, from a financial point of view, in connection with the Arrangement. Echelon will be paid certain fees for its services as financial advisor, including a fee payable upon Closing. In addition, META has agreed to reimburse Echelon for its reasonable out-of-pocket expenses and to indemnify it against certain liabilities arising out of its engagement.

 

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At the meeting of the META Board on August 20, 2020, Echelon verbally delivered the Fairness Opinion to the META Board, that, as of the date of the opinion, and based on and subject to the assumptions, qualifications and limitations contained in the Fairness Opinion, the consideration to be received by META Shareholders under the Arrangement is fair, from a financial point of view, to META Shareholders.

 

Echelon delivered the written Fairness Opinion as of August 20, 2020, to the META Board.

 

In the course of preparing the Fairness Opinion, Echelon, among other things: (a) reviewed drafts of the Arrangement Agreement, the Support and Voting Agreements, the META Debenture Agreements and related agreements; (b) reviewed certain public and non-public business and financial information regarding META’s business, operations, financial conditions, trading history and prospects, including internal financial analyses of META prepared by management of META; (c) held discussions with members of the senior management of META and the META Board regarding their strategic and financial rationale for the Arrangement as well as their assessment of the past and current business operations, financial condition and future prospects of META and High Tide; (d) held discussions with META’s legal counsel relating to legal matters including with respect to the Arrangement Agreement; (e) reviewed the valuation and financial metrics of certain mergers and acquisitions which Echelon deemed generally relevant in evaluating the Arrangement; (f) reviewed certain public and non-public business and financial information regarding High Tide’s business, operations, financial conditions, trading history and prospects and (g) conducted such other studies, analyses, inquiries, and investigations as Echelon deemed appropriate.

 

The full text of the Fairness Opinion, which sets forth, among other things, assumptions made, procedures followed, matters considered and limitations on the review undertaken by Echelon in rendering its opinion, is attached as Appendix C to this Information Circular. The Fairness Opinion was provided for the information and assistance of the META Board in connection with its consideration of the Arrangement. The Fairness Opinion does not address the merits of the underlying decision by META to enter into the Arrangement Agreement or the Arrangement and does not constitute, nor should it be construed as, a recommendation to any META Shareholder as to how such META Shareholder should vote with respect to the Arrangement Resolution or any related matter. META Shareholders are urged to read the Fairness Opinion in its entirety. This summary of the Fairness Opinion is qualified in its entirety by reference to the full text of such opinion.

 

Neither Echelon nor any of its affiliates is an insider, associate or affiliate (as those terms are defined under applicable securities legislation) of META, High Tide, or any of their respective associates. Other than as set out below, there are no understandings, agreements or commitments between Echelon and either META or High Tide, or either of their respective affiliates or associates with respect to any future business dealings. Pursuant to an underwriting agreement dated January 27, 2020 between META and Echelon, if during the period commencing on the date of the underwriting agreement and ending January 23, 2021, META undertakes any public or private brokered offering of debt (excluding mortgage debt or any other form of property level financing), equity or equity-based securities, Echelon has a right of participation to serve as an agent for such transaction and to share in minimum transaction economics of 25%. In addition, Echelon and its affiliates act as a trader and dealer, both as principal and agent, in major financial markets and, as such, may have had and may in the future have long or short positions in the securities of META, High Tide or any of their respective associates or affiliates and, from time to time, may have executed or may execute transactions on behalf of such companies or clients for which it receives or may receive commissions. As an investment dealer, Echelon and its affiliates conduct research on securities and may, in the ordinary course of their business, provide research reports and investment advice to its clients on investment matters, including with respect to META, High Tide and the Arrangement. In addition, Echelon and its affiliates may, in the ordinary course of its business, provide other financial services to META, High Tide or any of their associates or affiliates.

 

Recommendation of the META Board

 

The META Board, after consulting with its financial and legal advisors, and after careful consideration of, among other things, the Fairness Opinion: (a) has unanimously determined that the Arrangement is in the best interests of the Corporation; (b) has unanimously determined that the consideration to be received by META Shareholders pursuant to the Arrangement is fair, from a financial point of view, to META Shareholders; and (c) unanimously recommends that META Shareholders vote in favour of the Arrangement Resolution.

 

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Summary of the Arrangement

 

The following is a summary only of certain of the material terms of the Arrangement Agreement, including the Plan of Arrangement, and is subject to, and qualified in its entirety by, the full text of the Arrangement Agreement, and the Plan of Arrangement, which is attached as Schedule “A” to the Arrangement Agreement.

 

META entered into the Arrangement Agreement with High Tide on August 20, 2020. The Arrangement Agreement provides for the implementation of the Plan of Arrangement (a copy of which is attached as Schedule “A” to the Arrangement Agreement).

 

The Arrangement provides for, among other things, the acquisition of all of the issued and outstanding META Shares by High Tide. Pursuant to the Arrangement, META Shareholders (other than Dissenting Shareholders) will receive for each META Share held, 0.824 of one High Tide Share.

 

The Arrangement is subject to customary conditions for a transaction of this nature, which include Court and regulatory approvals, and approval by not less than 662/3% of the votes cast by the META Shareholders, virtually present or represented by proxy at the Meeting.

 

See “The Arrangement – Arrangement Steps”, “The Arrangement – Effects of the Arrangement” and “The Arrangement Agreement”.

 

Arrangement Steps

 

The following summarizes the steps that will occur under the Plan of Arrangement on the Effective Date if all conditions to the completion of the Arrangement have been satisfied or waived. The following description of steps is subject to, and qualified in its entirety by, the full text of the Plan of Arrangement attached as Schedule “A” to the Arrangement Agreement.

 

Pursuant to the Plan of Arrangement, commencing at the Effective Time, the following events or transactions shall occur and shall be deemed to occur in the following sequence without any further act or formality:

 

(a) each outstanding META Share held by Dissenting Shareholders, in respect of which Dissent Rights have been validly exercised, shall be deemed to have been transferred by the holders thereof to High Tide free and clear of all Liens and:

 

(i) such Dissenting Shareholders shall cease to be the holders of such META Shares and shall cease to have any rights as holders of such META Shares, other than the right to be paid fair value for such META Shares as set out in Article 3 of the Plan of Arrangement;

 

(ii) such Dissenting Shareholders’ names shall be deemed to be removed as the holders of such META Shares from the registers of META Shares maintained by or on behalf of META;

 

(iii) such Dissenting Shareholders shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign each such META Share; and

 

(iv) High Tide shall be deemed to be the transferee of such META Shares, free and clear of all Liens, and shall be entered in the registers of META Shares maintained by or on behalf of META;

 

(b) each META Share held by META Shareholders (other than any META Shares held by Dissenting Shareholders transferred to High Tide pursuant to Section 2.03(a) of the Plan of Arrangement) shall, as of the Effective Time, be transferred to High Tide (free and clear of all Liens) and each such META Shareholder shall exchange such META Shares for High Tide Shares and shall receive 0.824 of one High Tide Share for each META Share previously-held by such META Shareholder.

 

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Fractional Securities

 

No DRS Advices representing fractional Consideration Shares shall be issued or delivered pursuant to the Arrangement. In the event a former META Shareholder would otherwise be entitled to a fractional Consideration Share hereunder, the number of Consideration Shares to be issued to any Person pursuant to the Plan of Arrangement (including any High Tide Shares issued to any Person pursuant to any exercise of META Warrants, META Options, META RSUs and META Debentures in accordance with Article 4 of the Plan of Arrangement) shall be rounded up to the next greater whole number of Consideration Shares or High Tide Shares, as applicable, if the fractional entitlement is equal to or greater than 0.5 and shall, without any additional compensation, be rounded down to the next lesser whole number of Consideration Shares or High Tide Shares, as applicable, if the fractional entitlement is less than 0.5.

 

Effects of the Arrangement

 

META Shares

 

Pursuant to the Arrangement, META Shareholders (other than Dissenting Shareholders) will receive for each META Share held, 0.824 of one High Tide Share.

 

META Warrants

 

In accordance with the terms set out in the respective warrant certificates or warrant indentures representing the META Warrants, at and following the Effective Time, each holder of a META Warrant shall be entitled to receive (and such holder shall accept) upon the exercise of such holder’s META Warrant, for the same aggregate consideration payable thereupon, such number of High Tide Shares which the holder would have been entitled to receive as a result of the transactions contemplated by the Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of META Shares to which such holder would have been entitled if such holder had exercised such META Warrant immediately prior to the Effective Time. Each META Warrant shall continue to be governed by and be subject to the terms of the warrant certificate or warrant indenture representing each META Warrant. META, High Tide and TSX Trust Company, as warrant agent, intend on entering into a supplemental warrant indenture effective as of Closing, pursuant to which the META Warrants currently listed on the TSXV and governed by a warrant indenture among META and TSX Trust Company dated February 6, 2020 will become warrants of High Tide.

 

META Options

 

In accordance with the terms set out in the META Option Plan, each holder of a META Option shall be entitled to receive (and such holder shall accept) upon the exercise of such holder’s META Option, for the same aggregate consideration payable thereupon, such number of High Tide Shares which the holder would have been entitled to receive as a result of the transactions contemplated by the Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of META Shares to which such holder would have been entitled if such holder had exercised such META Option immediately prior to the Effective Time. Each META Option shall continue to be governed by and be subject to the terms of the META Option Plan.

 

META Debentures

 

In accordance with the terms set out in the respective debenture certificates and the META Debenture Indenture representing the META Debentures, at and following the Effective Time, each holder of META Debentures shall be entitled to receive (and such holder shall accept) upon the conversion of such holder’s META Debentures, for the same aggregate consideration payable thereupon such number of High Tide Shares which the holder would have been entitled to receive as a result of the transactions contemplated by the Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of META Shares to which such holder would have been entitled if such holder had converted such META Debenture immediately prior to the Effective Time. Concurrently with Closing, META, High Tide and TSX Trust Company intend on entering into a supplemental indenture reflecting the amendments pursuant to the META Debenture Agreements, which amendment will include a change to the conversion price of the META Debentures. As such, the number of High Tide Shares issuable upon conversion of the META Debentures will also reflect this amendment. Each META Debenture shall continue to be governed by and be subject to the terms of the debenture certificate or the META Debenture Indenture, as amended, representing each META Debenture. See “Summary Information – META Debenture Agreements”.

 

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META RSUs

 

In accordance with the terms set out in the META RSU Plan, each holder of a META RSU shall be entitled to receive (and such holder shall accept) upon the vesting of such holder’s META RSU, such number of High Tide Shares which the holder would have been entitled to receive as a result of the transactions contemplated by the Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of META Shares to which such holder would have been entitled if such META RSU vested immediately prior to the Effective Time. Each META RSU shall continue to be governed by and be subject to the terms of the META RSU Plan.

 

Interests of Directors and Executive Officers in the Arrangement

 

The directors and executive officers of META may have interests in the Arrangement that are, or may be, different from, or in addition to, the interests of other META Shareholders. Except as described below, management of META is not aware of any material interest, direct or indirect, by way of beneficial ownership or otherwise, of any director or executive officer of META or anyone who has held office as such since the beginning of META’s last financial year, or of any associate or affiliate of any of the foregoing in the Arrangement. Although the following has been included in accordance with MI 61-101, the Arrangement does not constitute a Business Combination (as defined in MI 61-101) and therefore the majority of minority META Shareholder approval is not required to approve the Arrangement Resolution.

 

META Securities Ownership

 

The chart below sets forth the META Shares, META Options and META RSUs which the directors and executive officers of META beneficially own, directly or indirectly, or exercise control or direction over, as of the date hereof. No directors or executive officers of META beneficially own, directly or indirectly, or exercise control or direction over META Debentures, as of the date hereof. All of the META Shares held by the directors and executive officers of META will be treated in the same fashion under the Arrangement as META Shares held by any other META Shareholder. The META Board was aware of these interests and considered them, among other matters, when recommending approval of the Arrangement by META Shareholders.

 

Name and Position   META Shares
Held(1)
    META Warrants
Held(1)
    META Options
Held(1)(2)
    META RSUs
Held(1)(3)
 
                         
Mark Goliger     1,628,000       Nil       1,450,000       338,033  
Director and Chief Executive Officer     (0.69 %)             (31.44 %)     (8.67 %)
                                 
Chris Brawn(4)     Nil       Nil       Nil       330,000  
Director                             (8.46 %)
                                 
Andrea Elliott     Nil       Nil       Nil       300,000  
Director                             (7.69 %)
                                 
Michael Saliken     366,900       Nil       236,892       350,000  
Director     (0.15 %)             (5.14 %)     (8.98 %)
                                 
Christian Sinclair(4)     50,000       Nil       250,000       330,000  
Director     (0.02 %)             (5.42 %)     (8.46 %)
                                 
Michael Cosic     50,000       Nil       500,000       729,166  
Chief Financial Officer     (0.02 %)             (10.84 %)     (18.70 %)
                                 
Joy Avzar     Nil       Nil       160,000       155,833  
Vice President and Legal Counsel                     (3.47 %)     (4.00 %)

 

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Name and Position   META Shares
Held(1)
    META Warrants
Held(1)
    META Options
Held(1)(2)
    META RSUs
Held(1)(3)
 
                                 
Christopher Kane     50,000       12,500       850,000       238,356  
Chief Operating Officer     (0.02 %)     (0.02 %)     (18.43 %)     (6.11 %)
                                 
Matthew Ryan     15,000       Nil       180,000       123,958  
Vice President of Marketing     (0.01 %)             (3.90 %)     (3.18 %)
                                 
Total     2,159,900       12,500       3,626,892       2,895,346  
      (0.91 %)     (0.02 %)     (78.64 %)     (74.26 %)

 

Notes:

(1) Number of META Shares, META Warrants, META Options and META RSUs beneficially owned, controlled or directed, directly or indirectly. Assumes that there are 236,748,727 META Shares outstanding, 54,536,422 META Warrants outstanding, 4,611,892 META Options outstanding and 3,898,974 META RSUs outstanding as of the date hereof.
(2) All of the META Options held by directors and executive officers of META that have not vested will vest on Closing.
(3) All of the META RSUs held by directors and executive officers of META that have not vested will vest on Closing.
(4) Upon Closing, subject to approval of the TSXV and the applicable regulatory authorities, Chris Brawn and Christian Sinclair will be appointed to the High Tide Board and will receive director fees and other compensation that is commensurate with other High Tide directors.

 

Change of Control

 

META has entered into employment agreements (“Employment Agreements”) with each of its executive officers. Each of the Employment Agreements provide that if the executive officer is terminated without cause or chooses to terminate employment within 60 days following the occurrence of a change of control for good reason, the executive officer is: (a) entitled to be paid a lump sum equal to 150% of his or her base salary in the year of the change of control; (b) entitled to receive all health benefit coverage for up to 12 months; (c) entitled to outplacement or financial services to a maximum spend of $10,000; (d) entitled to receive the portion of the executive officer’s annual target bonus prorated monthly based on the number of months of completed service for the fiscal year in which the executive officer’s employment terminates; and (e) not subject to his or her non-competition restrictions, which will be null and void. In addition to the foregoing, Mark Goliger, Christopher Kane and Michael Cosic will maintain each of their respective vehicle benefits for a period of six months after any such termination. Completion of the Arrangement would constitute a “change of control” for the purposes of such Employment Agreements.

 

Pursuant to the terms of the Arrangement Agreement, it is expected that each of the directors of META and its Subsidiaries, each of Mark Goliger and Michael Cosic and certain other officers of META, as may be mutually agreed upon by META and High Tide, shall provide their written resignations as directors and officers effective as of the Effective Date, against receipt by such Person of commercially reasonable releases from META and its Subsidiaries, in form and substance satisfactory to High Tide, acting reasonably, in favour of such directors and officers of META and the Subsidiaries.

 

The chart below sets forth the estimated amount of additional compensation the officers of META will be entitled to receive as a result of the change of control of the Corporation in connection with their respective Employment Agreements and applicable Law:

 

Name:   Mark Goliger   Michael Cosic   Christopher Kane   Joy Avzar   Matt Ryan
                     
Position:   Chief Executive Officer   Chief Financial Officer   Chief Operating Officer   Vice President and Legal Counsel   Vice President of Marketing
                     
Estimated Severance Amount (150% of Base Salary):   $507,050   $375,000   $429,042   $330,000   $262,500
                     
Target Store Opening Bonus:   Nil   Nil   Nil   $3,750   Nil
                     
Pro-Rata Monthly Target Bonus(1):   Nil   $10,417   Nil   Nil   Nil
                     
Group Benefits Premium(2):   Yes   Yes   Yes   Yes   Yes
                     
Health Spending Account (annualized):   $18,000   Nil   Nil   Nil   Nil
                     
Vehicle Benefit:   $750 Per Month   $500 Per Month   $500 Per Month   Nil Per Month   Nil Per Month
                     
Accrued Compensation to Termination Date:   Yes   Yes   Yes   Yes   Yes
                     
Accrued but Unpaid Vacation to Termination Date:   Yes   Yes   Yes   Yes   Yes
                     
Outplacement Services up to $10,000:   Yes   Yes   Yes   Yes   Yes

Note:

(1) Reflects the portion of annual target bonus pro-rated monthly based on number of months of completed service for the fiscal year when employment terminates. Annual target bonus is equal to 50% of the officer’s base salary (or $10,416.67 per month). The annual bonus is paid on the officer’s hire anniversary date. Michael Cosic’s last annual bonus was paid March 2020. For illustrative purposes, if termination occurs on October 31, 2020, Michael Cosic will be entitled to a pro-rated bonus of $83,333.
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(2) Group benefits to be paid until earlier of 12 months, or when similar plan benefits are obtained from a new employer
(3) Prior to Closing, High Tide and META will pay all severance, change of control or similar payments or obligations, either pursuant to contract or applicable Law to: (a) Mark Goliger and Michael Cosic; and (b) all other directors, officers and employees of META who have or will be terminated (as mutually agreed upon by High Tide and META).

 

Continuing Insurance Coverage for Directors and Officers of META

 

The Arrangement Agreement provides that for a period of six years after the Effective Time, High Tide shall, or shall cause META and its Subsidiaries or any successor of META and its Subsidiaries (including any successor resulting from the winding up or liquidation or dissolution of META and its Subsidiaries), to maintain META’s current directors’ and officers’ insurance policy or an equivalent policy on a six year “trailing” or “run-off” basis subject in either case to terms and conditions no less advantageous to the directors and officers of META than those contained in the policy in effect on the date hereof, for all present and former directors and officers of META, covering claims made prior to or within six years after the Effective Time. High Tide shall also honour all rights to indemnification or exculpation now existing in favour of present and former officers and directors of META and its Subsidiaries and acknowledges that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Effective Date.

 

Support and Voting Agreements

 

The Supporting Shareholders, who beneficially own or exercise control or direction over, approximately 14.1% of the issued and outstanding META Shares in aggregate, have entered into Support and Voting Agreements pursuant to which they have agreed to, among other things, vote their META Shares in favour of the Arrangement Resolution at the Meeting.

 

Each Support and Voting Agreement automatically terminates on the earliest to occur of: (a) the written agreement of High Tide and the Supporting Shareholder; (b) if without the prior written consent of the Supporting Shareholder, there is any decrease in the amount of, or change in the form of, the Consideration payable for the outstanding META Shares as set out in the Arrangement Agreement (provided that a decrease in the market price of the High Tide Shares will not constitute a decrease in the amount of the consideration payable for the outstanding META Shares as set out in the Arrangement Agreement); (c) the Outside Date; (d) the Effective Time; and (e) the termination of the Arrangement Agreement in accordance with its terms.

 

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Stock Exchange Listings

 

It is a condition to the completion of the Arrangement that the TSXV will have conditionally approved the listing of the High Tide Shares to be issued pursuant to the Arrangement, and the META Warrants (to be listed as warrants of High Tide) and the META Debentures that are currently listed on the TSXV. Concurrently with Closing, META, High Tide and TSX Trust Company intend on entering into a supplemental indenture reflecting the amendments pursuant to the META Debenture Agreements, pursuant to which High Tide will agree to issue High Tide Shares upon the conversion of the META Debentures, and the underlying loan will continue to be a loan of META and secured by the assets of META. Listing will be subject to High Tide fulfilling all the requirements of the TSXV.

 

As part of the Plan of Arrangement, each issued and outstanding META Share (other than those held by Dissenting Shareholders) shall be transferred to High Tide in exchange for 0.824 of one High Tide Share. It is a condition to the completion of the Arrangement that the TSXV shall have conditionally approved the listing of the High Tide Shares, with such listing to be effective at the time such META Shares are to be acquired by High Tide pursuant to the Plan of Arrangement. Listing will be subject to High Tide fulfilling all the requirements of the TSXV.

 

It is intended that the META Shares, META Warrants and META Debentures will be delisted from the TSXV following completion of the Arrangement. It is also intended that the High Tide Shares will be delisted from the CSE following completion of the Arrangement.

 

Procedure for the Arrangement Becoming Effective

 

The Arrangement is proposed to be carried out pursuant to Section 193 of the ABCA. The following procedural steps must be taken for the Arrangement to become effective:

 

(a) the Arrangement must be approved by not less than 662/3% of the votes cast by the META Shareholders, virtually present or represented by proxy at the Meeting, in the manner set forth in the Interim Order;

 

(b) the Court must grant the Final Order approving the Arrangement;

 

(c) all conditions precedent to the Arrangement, as set forth in the Arrangement Agreement, must be satisfied or waived by the appropriate Party;

 

(d) the Final Order and Articles of Arrangement in the form prescribed by the ABCA must be filed with the Registrar; and

 

(e) the proof of filing to be issued by the Registrar pursuant to subsections 193(11) and 193(12) of the ABCA in respect of the Articles of Arrangement must be issued.

 

META Shareholder Approvals

 

At the Meeting, pursuant to the Interim Order, META Shareholders will be asked to approve the Arrangement Resolution. Each META Shareholder shall be entitled to vote on the Arrangement Resolution, with the META Shareholders entitled to one vote per META Share held. The Arrangement will require approval by not less than 662/3% of the votes cast by the META Shareholders, virtually present or represented by proxy at the Meeting. The Arrangement Resolution must receive the requisite META Shareholder approval in order for META to seek the Final Order and implement the Arrangement on the Effective Date in accordance with the terms of the Final Order.

 

For information with respect to the procedures for META Shareholders to follow to receive their consideration pursuant to the Arrangement, see “Procedures for the Surrender of META Shares and Receipt of Consideration”.

 

See also “The Arrangement” and “General Proxy Matters – Procedure and Votes Required”.

 

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Court Approval

 

Interim Order

 

On September 22, 2020, the Court granted the Interim Order directing the calling of the Meeting and prescribing the conduct of the Meeting and other matters. The Interim Order is attached as Appendix B to this Information Circular.

 

Final Order

 

The ABCA provides that a plan of arrangement requires Court approval. Subject to the terms of the Arrangement Agreement, and if the Arrangement Resolution is approved by not less than 662/3% of the votes cast by the META Shareholders, virtually present or represented by proxy at the Meeting, in the manner required by the Interim Order, META will make application to the Court for the Final Order.

 

The application for the Final Order approving the Arrangement is scheduled for on or about October 28, 2020 at 3:30 p.m. (MST), or as soon thereafter as counsel may be heard, via teleconference or Webex. At the hearing, any META Shareholder and any other interested party who wishes to participate or to be represented or to present evidence or argument may do so, subject to filing with the Court and serving upon META a Notice of Intention to Appear together with any evidence or materials that such party intends to present to the Court, on or before 4:00 p.m. (MST) on October 20, 2020. Service of such notice shall be effected by service upon the solicitors for META: Borden Ladner Gervais LLP, Centennial Place, East Tower, 1900, 520 – 3rd Avenue S.W., Calgary, Alberta T2P 0R3, Attention: David T. Madsen, Q.C. See the Notice of Originating Application accompanying this Information Circular.

 

The Court has been advised that the Final Order, if granted, will constitute the basis for an exemption from the registration requirements of the U.S. Securities Act, pursuant to Section 3(a)(10) thereof, with respect to the issuance of High Tide Shares issuable to META Shareholders pursuant to the Arrangement.

 

META has been advised by its counsel, Borden Ladner Gervais LLP, that the Court has broad discretion under the ABCA when making orders with respect to plans of arrangement and that the Court will consider, among other things, the fairness and reasonableness of the Arrangement, both from a substantive and a procedural point of view. The Court may approve the Arrangement either as proposed or as amended in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court thinks fit.

 

Depending upon the nature of any required amendments, the Corporation and/or High Tide may determine not to proceed with the Arrangement.

 

Timing

 

If the Meeting is held as scheduled and is not adjourned or postponed and the other necessary conditions at that point in time are satisfied or waived, META will apply for the Final Order approving the Arrangement. If the Final Order is obtained on or about October 28, 2020, in form and substance satisfactory to the Corporation and High Tide, and all other conditions set forth in the Arrangement Agreement are satisfied or waived, including the receipt of all required regulatory approvals, the Corporation currently expects the Effective Date to occur in the fourth quarter of 2020. It is not possible, however, to state with certainty when the Effective Date will occur. The Effective Date could be delayed for a number of reasons, including an objection before the Court at the hearing of the application for the Final Order on or about October 28, 2020 or the failure to obtain all regulatory approvals in the time-frames anticipated.

 

The Arrangement will become effective upon the filing with the Registrar of the Articles of Arrangement and a copy of the Final Order, together with such other materials as may be required by the Registrar.

 

THE ARRANGEMENT AGREEMENT

 

The following is a summary only of the material terms of the Arrangement Agreement and is subject to, and qualified in its entirety by, the full text of the Arrangement Agreement. Capitalized terms used under this heading “The Arrangement Agreement”, but not otherwise defined, have the meanings set forth in the Arrangement Agreement. META Shareholders are urged to read the Arrangement Agreement including the Plan of Arrangement in its entirety. A copy of the Arrangement Agreement can be found under META’s SEDAR profile at www.sedar.com and the Plan of Arrangement is attached to the Arrangement Agreement as Schedule “A”.

 

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Representations, Warranties and Covenants

 

The Arrangement Agreement contains certain customary representations and warranties of each of META and High Tide relating to, among other things, their respective organization, capitalization, operations, compliance with Laws and other matters, including their authority to enter into the Arrangement Agreement and to consummate the Arrangement. For the complete text of the applicable provisions, see Sections 3.01 and 4.01 of the Arrangement Agreement.

 

In addition, pursuant to the Arrangement Agreement, each of the Parties has covenanted, among other things, until the earlier of the Effective Date or the termination of the Arrangement Agreement, to maintain their respective businesses and refrain from taking certain actions outside the ordinary course of business. For the complete text of the applicable provisions, see Article 5 of the Arrangement Agreement.

 

Covenants of the Corporation Regarding Non-Solicitation

 

Pursuant to the Arrangement Agreement:

 

(a) Except as expressly provided in Section 7.01(e), Section 7.01(g) and Section 7.02 of the Arrangement Agreement, META shall not, directly or indirectly, through any officer, director, employee, representative, advisor or agent of META or any of its Subsidiaries (collectively, for the purpose of Section 7.01 and Section 7.02 of the Arrangement Agreement, the “Representatives”, which, for further clarity, does not include the META Shareholders), or otherwise and shall not permit or authorize any such Person to do so on its behalf:

 

(i) solicit, initiate, knowingly facilitate, encourage or promote (including by way of furnishing information, knowingly permitting any visit to facilities or properties of META or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding (other than a confidentiality agreement permitted by and in accordance with Section 7.01(e)(ii) of the Arrangement Agreement)) any inquiries, proposals, expressions of interest or offers regarding, constituting or that may reasonably be expected to constitute or lead to a META Acquisition Proposal;

 

(ii) participate, directly or indirectly, in any discussions or negotiations regarding, or furnish to any Person any information in connection with or otherwise cooperate with, assist or participate in, any effort or attempt to make any META Acquisition Proposal or inquiries, proposals, expressions of interest or offers that may reasonably be expected to constitute or lead to a META Acquisition Proposal;

 

(iii) make, or propose publicly to make, a META Change in Recommendation; or

 

(iv) accept, enter into, or propose publicly to accept or enter into, any letter of intent, agreement, understanding or arrangement related to any META Acquisition Proposal or that may reasonably be expected to constitute or lead to a META Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 7.01(e)(ii) of the Arrangement Agreement).

 

(b) META shall, and shall cause its Subsidiaries and the Representatives to immediately terminate and cease any discussions or negotiations with any parties (other than High Tide and its Representatives) with respect to any proposal that constitutes, or may reasonably be expected to constitute, or lead to a META Acquisition Proposal and, in connection therewith, META shall and shall cause its Subsidiaries and the Representatives to:

 

(i) discontinue or not allow access to any of META’s or its Subsidiaries’ confidential information to any third party in connection with any inquiries, proposals, expressions of interest or offers constituting or that may reasonably be expected to constitute or lead to a META Acquisition Proposal; and

 

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(ii) promptly request the return or destruction of all information provided to any third party that has entered into a confidentiality agreement with META or any of its Subsidiaries relating to a META Acquisition Proposal, or that may reasonably be expected to constitute or lead to a META Acquisition Proposal, to the extent that such information has not previously been returned or destroyed, and shall use all commercially reasonable efforts to ensure that such requests are honoured.

 

(c) META represents and warrants that META has not, in the year prior to the date of the Arrangement Agreement, waived any confidentiality, standstill, non-disclosure, nonsolicitation, use, business purpose or similar agreement, restriction or covenant to which META or any of its Subsidiaries is a party. META covenants and agrees that META shall take all necessary action to enforce each such confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant. META further covenants and agrees not to and shall cause its Subsidiaries and the Representatives not to release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations under any confidentiality, standstill, non-disclosure, nonsolicitation, use, business purpose or similar agreement, restriction or covenant to which META or any of its Subsidiaries is a party without the prior written consent of High Tide (which may be withheld or delayed in High Tide’s sole and absolute discretion); provided, however, that the Parties acknowledge and agree that the automatic termination or release of any such agreement, restriction or covenant in accordance with its terms shall not be a violation of Section 7.01(c) of the Arrangement Agreement.

 

(d) If META or any of its Subsidiaries or any of its Representatives, receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to a META Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to META or any of its Subsidiaries in connection with a META Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of META or any of its Subsidiaries, META shall:

 

(i) promptly notify High Tide, at first orally, and then as soon as practicable and in any event within 24 hours in writing, of such META Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, and the identity of all Persons making the META Acquisition Proposal, inquiry, proposal, offer or request;

 

(ii) provide High Tide with copies of all written documents, material or substantive correspondence or other material received in respect of, from or on behalf of any such Persons;

 

(iii) keep High Tide fully informed on a current basis of the status of developments and, to the extent permitted by Section 7.01(e) of the Arrangement Agreement, negotiations with respect to such META Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such META Acquisition Proposal, inquiry, proposal, offer or request; and

 

(iv) provide to High Tide copies of all material or substantive correspondence if in writing or electronic form and, if not in writing or electronic form, a description of the material terms of such correspondence communicated to META by or on behalf of any Person making any such META Acquisition Proposal, inquiry, proposal, offer or request.

 

(e) Notwithstanding Section 7.01(a) of the Arrangement Agreement, if at any time prior to obtaining the approval by the META Shareholders of the Arrangement Resolution, META receives an unsolicited bona fide META Acquisition Proposal, META may:

 

(i) contact the Person making the META Acquisition Proposal and its representatives solely for the purpose of clarifying the terms and conditions of such META Acquisition Proposal; and

 

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(ii) engage in or participate in discussions or negotiations with such Person regarding such META Acquisition Proposal, and subject to entering into a confidentiality and standstill agreement with such Person (unless such Person is already a party to a confidentiality and standstill agreement with META) and is otherwise on terms that are no less favourable to META than those found in the Confidentiality Agreement, and any such copies, access or disclosure provided to such Person already having been (or simultaneously being) provided to High Tide, may provide copies of, access to or disclosure of information, properties, facilities, books or records of META or its Subsidiaries for a maximum of 10 Business Days after the day on which access or disclosure is first afforded to the Person making the META Acquisition Proposal, if and only if, in the case of Section 7.01(e)(ii) of the Arrangement Agreement:

 

(A) the META Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such META Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a META Superior Proposal, and, after consultation with its outside legal counsel, that the failure to engage in such discussions or negotiations or to provide such access or disclosure would be inconsistent with its fiduciary duties;

 

(B) such Person was not restricted from making such META Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar agreement, restriction or covenant with META or any of its Subsidiaries;

 

(C) META has been, and continues to be, in compliance with its obligations under Section 7.01 and Section 7.02 of the Arrangement Agreement; and

 

(D) META promptly provides High Tide with:

 

(1) written notice stating META’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure and that the META Board has determined that failure to take such action would be inconsistent with its fiduciary duties; and

 

(2) prior to providing any such copies, access or disclosure to such Person, META provides High Tide with a true, complete and final executed copy of the confidentiality agreement referred to in Section 7.01(e)(ii) of the Arrangement Agreement.

 

(f) META shall ensure that its Subsidiaries and the Representatives are aware of the provisions of Section 7.01 of the Arrangement Agreement, and META shall be responsible for any breach of Section 7.01 of the Arrangement Agreement by its Subsidiaries or the Representatives.

 

(g) Notwithstanding any of the provisions of the Arrangement Agreement:

 

(i) the META Board has the right to respond, within the time and in the manner required by applicable Securities Laws, to any take-over bid made for the META Shares, that it determines is not a META Superior Proposal, provided that High Tide and its outside legal counsel have been provided with a reasonable opportunity to review and comment on any such response and the META Board shall give reasonable consideration to such comments;

 

(ii) prior to the Meeting, META and the META Board shall not be prohibited from making any disclosure to the META Shareholders, if:

 

(A) a High Tide Material Adverse Effect has occurred and is continuing; and

 

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(B) the META Board has reasonably determined in good faith after consultation with its outside legal counsel that the failure to do so would be inconsistent with the duties of the members of the META Board, under applicable Law; and

 

(iii) prior to the Meeting, META and the META Board shall not be prohibited from making a META Change in Recommendation if:

 

(A) a High Tide Material Adverse Effect has occurred and is continuing; and

 

(B) the META Board has reasonably determined in good faith after consultation with its outside legal counsel that the failure to do so would be inconsistent with its fiduciary duties.

 

Covenants of High Tide Regarding Non-Solicitation

 

Pursuant to the Arrangement Agreement:

 

(a) Except as expressly provided in Section 7.03(e), Section 7.03(g) and Section 7.04 of the Arrangement Agreement, High Tide shall not, directly or indirectly, through any officer, director, employee, representative, advisor or agent of High Tide or any of its Subsidiaries (collectively, for the purpose of Section 7.03 and Section 7.04 of the Arrangement Agreement, the “Representatives”, which, for further clarity, does not include the High Tide Shareholders), or otherwise and shall not permit or authorize any such Person to do so on its behalf:

 

(i) solicit, initiate, knowingly facilitate, encourage or promote (including by way of furnishing information, knowingly permitting any visit to facilities or properties of High Tide or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding (other than a confidentiality agreement permitted by and in accordance with Section 7.03(e)(ii) of the Arrangement Agreement)) any inquiries, proposals, expressions of interest or offers regarding, constituting or that may reasonably be expected to constitute or lead to a High Tide Acquisition Proposal;

 

(ii) participate, directly or indirectly, in any discussions or negotiations regarding, or furnish to any Person any information in connection with or otherwise cooperate with, assist or participate in, any effort or attempt to make any High Tide Acquisition Proposal or inquiries, proposals, expressions of interest or offers that may reasonably be expected to constitute or lead to a High Tide Acquisition Proposal; or

 

(iii) accept, enter into, or propose publicly to accept or enter into, any letter of intent, agreement, understanding or arrangement related to any High Tide Acquisition Proposal or that may reasonably be expected to constitute or lead to a High Tide Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 7.03(e)(ii) of the Arrangement Agreement).

 

(b) High Tide shall, and shall cause its Subsidiaries and the Representatives to immediately terminate and cease any discussions or negotiations with any parties (other than META and its Representatives) with respect to any proposal that constitutes, or may reasonably be expected to constitute, or lead to a High Tide Acquisition Proposal and, in connection therewith, High Tide shall and shall cause its Subsidiaries and the Representatives to:

 

(i) discontinue or not allow access to any of High Tide’s or its Subsidiaries’ confidential information to any third party in connection with any inquiries, proposals, expressions of interest or offers constituting or that may reasonably be expected to constitute or lead to a High Tide Acquisition Proposal; and

 

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(ii) promptly request the return or destruction of all information provided to any third party that has entered into a confidentiality agreement with High Tide or any of its Subsidiaries relating to a High Tide Acquisition Proposal, or that may reasonably be expected to constitute or lead to a High Tide Acquisition Proposal, to the extent that such information has not previously been returned or destroyed, and shall use all commercially reasonable efforts to ensure that such requests are honoured.

 

(c) High Tide represents and warrants that High Tide has not, in the year prior to the date of the Arrangement Agreement, waived any confidentiality, standstill, non-disclosure, nonsolicitation, use, business purpose or similar agreement, restriction or covenant to which High Tide or any of its Subsidiaries is a party. High Tide covenants and agrees that High Tide shall take all necessary action to enforce each such confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant. High Tide further covenants and agrees not to and shall cause its Subsidiaries and the Representatives not to release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations under any confidentiality, standstill, non-disclosure, nonsolicitation, use, business purpose or similar agreement, restriction or covenant to which High Tide or any of its Subsidiaries is a party without the prior written consent of META (which may be withheld or delayed in META’s sole and absolute discretion); provided, however, that the Parties acknowledge and agree that the automatic termination or release of any such agreement, restriction or covenant in accordance with its terms shall not be a violation of Section 7.03(c) of the Arrangement Agreement.

 

(d) If High Tide or any of its Subsidiaries or any of its Representatives, receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to a High Tide Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to High Tide or any of its Subsidiaries in connection with a High Tide Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of High Tide or any of its Subsidiaries, High Tide shall:

 

(i) promptly notify META, at first orally, and then as soon as practicable and in any event within 24 hours in writing, of such High Tide Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, and the identity of all Persons making the High Tide Acquisition Proposal, inquiry, proposal, offer or request;

 

(ii) provide META with copies of all written documents, material or substantive correspondence or other material received in respect of, from or on behalf of any such Persons;

 

(iii) keep META fully informed on a current basis of the status of developments and, to the extent permitted by Section 7.03(e) of the Arrangement Agreement, negotiations with respect to such High Tide Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such High Tide Acquisition Proposal, inquiry, proposal, offer or request; and

 

(iv) provide to META copies of all material or substantive correspondence if in writing or electronic form and, if not in writing or electronic form, a description of the material terms of such correspondence communicated to High Tide by or on behalf of any Person making any such High Tide Acquisition Proposal, inquiry, proposal, offer or request.

 

(e) Notwithstanding Section 7.03(a) of the Arrangement Agreement, if High Tide receives an unsolicited bona fide High Tide Acquisition Proposal, High Tide may:

 

(i) contact the Person making the High Tide Acquisition Proposal and its representatives solely for the purpose of clarifying the terms and conditions of such High Tide Acquisition Proposal; and

 

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(ii) engage in or participate in discussions or negotiations with such Person regarding such High Tide Acquisition Proposal, and subject to entering into a confidentiality and standstill agreement with such Person (unless such Person is already a party to a confidentiality and standstill agreement with High Tide) and is otherwise on terms that are no less favourable to High Tide than those found in the Confidentiality Agreement, and any such copies, access or disclosure provided to such Person already having been (or simultaneously being) provided to META, may provide copies of, access to or disclosure of information, properties, facilities, books or records of High Tide or its Subsidiaries for a maximum of 10 Business Days after the day on which access or disclosure is first afforded to the Person making the High Tide Acquisition Proposal, if and only if, in the case of Section 7.03(e)(ii) of the Arrangement Agreement:

 

(A) the High Tide Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such High Tide Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a High Tide Superior Proposal, and, after consultation with its outside legal counsel, that the failure to engage in such discussions or negotiations or to provide such access or disclosure would be inconsistent with its fiduciary duties;

 

(B) such Person was not restricted from making such High Tide Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar agreement, restriction or covenant with High Tide or any of its Subsidiaries;

 

(C) High Tide has been, and continues to be, in compliance with its obligations under Section 7.03 and Section 7.04 of the Arrangement Agreement; and

 

(D) High Tide promptly provides META with:

 

(1) written notice stating High Tide’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure and that the High Tide Board has determined that failure to take such action would be inconsistent with its fiduciary duties; and

 

(2) prior to providing any such copies, access or disclosure to such Person, High Tide provides META with a true, complete and final executed copy of the confidentiality agreement referred to in Section 7.03(e)(ii) of the Arrangement Agreement.

 

(f) High Tide shall ensure that its Subsidiaries and the Representatives are aware of the provisions of Section 7.03 of the Arrangement Agreement, and High Tide shall be responsible for any breach of Section 7.03 of the Arrangement Agreement by its Subsidiaries or the Representatives.

 

(g) Notwithstanding any of the provisions of the Arrangement Agreement the High Tide Board has the right to respond, within the time and in the manner required by applicable Securities Laws, to any take-over bid made for the High Tide Shares, that it determines is not a High Tide Superior Proposal, provided that META and its outside legal counsel have been provided with a reasonable opportunity to review and comment on any such response and the High Tide Board shall give reasonable consideration to such comments.

 

Conditions of Closing

 

Mutual Conditions

 

The Arrangement Agreement provides that the Parties are not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Parties:

 

(a) the Interim Order shall have been granted on terms consistent with the Arrangement Agreement and the Interim Order shall not have been set aside or modified in a manner unacceptable to either Party, acting reasonably, on appeal or otherwise;

 

(b) the Arrangement Resolution shall have been approved and adopted by the META Shareholders at the Meeting in accordance with the Interim Order;

 

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(c) the Final Order shall have been granted on terms consistent with the Arrangement Agreement and the Final Order shall not have been set aside or modified in a manner unacceptable to either Party, acting reasonably, on appeal or otherwise;

 

(d) the issuance of the Consideration Shares will be exempt from the registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption;

 

(e) the necessary approvals of the CSE and TSXV, if any, will have been obtained;

 

(f) the Consideration Shares to be issued upon completion of the Arrangement and the High Tide Shares to be issued upon the exercise from time to time of the META Options, META Warrants, META RSUs and upon the conversion from time to time of the META Debentures shall, if required by the TSXV and subject only to the satisfaction of customary conditions required by the TSXV, have been approved for listing on the TSXV, as of the Effective Date and the TSXV, shall have, if required, accepted notice for filing of all transactions of the Parties contemplated in the Arrangement Agreement or necessary to complete the Arrangement, subject only to compliance with the customary requirements of the TSXV;

 

(g) all Regulatory Approvals and all third Person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, in each case, the failure of which to obtain or the non-expiry of which would, or could reasonably be expected to have, a META Material Adverse Effect or High Tide Material Adverse Effect, as the case may be, or materially impede the completion of the Arrangement, shall have been obtained or received;

 

(h) no Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent), in any case which is in effect and which prevents, prohibits or makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins META or High Tide from consummating the Arrangement or any of the other transactions contemplated in the Arrangement Agreement;

 

(i) META shall have entered into a supplemental indenture governing the META Debentures with the debenture trustee; and

 

(j) the TSXV shall have conditionally approved the listing of certain post-Arrangement securities of High Tide, consisting of the Consideration Shares, the High Tide Shares and those META Warrants and META Debentures that are currently listed on the TSXV and which shall become binding obligations of High Tide following completion of the Arrangement, on the TSXV, subject to completion of the Arrangement and completion of the customary listing requirements of the TSXV.

 

The foregoing conditions are for the mutual benefit of High Tide and META and may be asserted by High Tide and META regardless of the circumstances and may be waived by High Tide and META (with respect to such Party) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which High Tide or META may have.

 

Additional Conditions in Favour of High Tide

 

The Arrangement Agreement provides that High Tide is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of High Tide and may only be waived in whole or in part, by High Tide in its sole discretion:

 

(a) the representations and warranties made by META in the Arrangement Agreement shall be true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a META Material Adverse Effect (and, for this purpose, any reference to “material”, “META Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored) and META shall have provided to High Tide a certificate of two senior officers of META certifying the foregoing and dated the Effective Date;

 

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(b) META shall have fulfilled or complied in all material respects with its covenants contained in the Arrangement Agreement to be fulfilled or complied with by it on or before the Effective Time, except where the failure to fulfill or comply with such covenants would not, individually or in the aggregate, materially impede completion of the Arrangement, and META shall have provided to High Tide a certificate of two senior officers of META certifying the foregoing dated the Effective Date;

 

(c) there is no action or proceeding (whether, for greater certainty, by a Governmental Entity or any other Person) pending or threatened in any jurisdiction to:

 

(i) cease trade, enjoin or prohibit or impose any limitations, damages or conditions on High Tide’s ability to acquire, hold or exercise full rights of ownership over, any META Shares, including the right to vote the META Shares;

 

(ii) impose terms or conditions on the completion of the Arrangement or on the ownership or operation by High Tide of the business or assets of High Tide, META and their respective Subsidiaries, affiliates and related entities;

 

(iii) seek to obtain from META or High Tide any material damages directly or indirectly in connection with the Arrangement or the transactions contemplated by this Agreement; or

 

(iv) prevent or materially delay the consummation of the Arrangement;

 

(d) since the date of the Arrangement Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public), a META Material Adverse Effect;

 

(e) META and its Subsidiaries shall have received resignations and mutual releases from each director and officer of META and its Subsidiaries, effective as of the Effective Date, against receipt by such Persons of commercially reasonable releases from META and its Subsidiaries and, in both cases, acceptable to High Tide, acting reasonably, and other than as disclosed in Section 3.01(gg) of the META Disclosure Letter, no change of control or similar payments to directors or officers shall become owing by META or High Tide as a result of the completion of the Arrangement;

 

(f) High Tide and the Locked-Up Shareholders shall have entered into the Lock-Up Agreements, which shall not have been terminated in accordance with their respective terms;

 

(g) High Tide and the Supporting Shareholders shall have entered into the Support and Voting Agreements, which shall not have been terminated in accordance with their respective terms;

 

(h) the META Debenture Agreements shall be valid, in force and binding on all parties and in full force and effect at the Effective Time. The META Debenture Agreements shall not have been terminated and the holders of META Debentures shall not have exercised any recourse or remedies available under the META Debentures; and

 

(i) holders of no more than 5% of all of the issued and outstanding META Shares shall have validly exercised Dissent Rights (and shall not have withdrawn such rights) in respect of the Arrangement.

 

The foregoing conditions are for the exclusive benefit of High Tide and may be asserted by High Tide regardless of the circumstances or may be waived by High Tide, in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which High Tide may have.

 

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Additional Conditions in Favour of META

 

The Arrangement Agreement provides that META is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of META and may only be waived, in whole or in part, by META in its sole discretion:

 

(a) the representations and warranties made by High Tide in the Arrangement Agreement shall be true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a High Tide Material Adverse Effect (and, for this purpose, any reference to “material”, “High Tide Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored) and High Tide shall have provided to META a certificate of two senior officers of High Tide certifying the foregoing dated the Effective Date;

 

(b) High Tide shall have fulfilled or complied in all material respects with its covenants contained in the Arrangement Agreement to be fulfilled or complied with by it on or before the Effective Time, except where the failure to fulfill or comply with such covenants would not, individually or in the aggregate, materially impede completion of the Arrangement, and High Tide shall have provided to META a certificate of two senior officers of High Tide certifying the foregoing dated the Effective Date;

 

(c) there is no action or proceeding (whether, for greater certainty, by a Governmental Entity or any other Person) pending or threatened in any jurisdiction to:

 

(i) cease trade, enjoin, prohibit, or impose any limitations, damages or conditions on High Tide’s ability to issue the Consideration Shares or the High Tide Shares to be issued upon the exercise from time to time of the META Options, the META Warrants, the META RSUs and upon the conversion from time to time of the META Debentures;

 

(ii) impose terms or conditions on the completion of the Arrangement or on the ownership or operation by META of the business or assets of META, High Tide and their respective Subsidiaries, affiliates and related entities;

 

(iii) seek to obtain from META or High Tide any material damages directly or indirectly in connection with the Arrangement or the transactions contemplated by the Arrangement Agreement; or

 

(iv) prevent or materially delay the consummation of the Arrangement;

 

(d) the distribution of the Consideration Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of exemptions under applicable Securities Laws and shall not be subject to resale restrictions under applicable Securities Laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 – Resale of Securities);

 

(e) High Tide and the Locked-Up Shareholders shall have entered into the Lock-Up Agreements, which shall not have been terminated in accordance with their respective terms;

 

(f) High Tide shall have complied with its obligations under Section 2.10 of the Arrangement Agreement and the Depositary shall have confirmed receipt of the Consideration Shares;

 

(g) since the date of the Arrangement Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public), a High Tide Material Adverse Effect;

 

(h) High Tide and or META shall have paid all severance, change of control or similar payments or obligations, either pursuant to contract or applicable Law, owing to: (a) Mark Goliger and Michael Cosic as set forth in the META Disclosure Letter; and (b) to such other directors, officers and employees of META that have or will be terminated (as mutually agreed upon by High Tide and META); and

 

(i) High Tide and Raj Grover shall have entered into a support and voting agreements in respect of the election of the META Nominees to the High Tide Board with a term beginning on the Effective Date and ending upon completion of High Tide’s next annual general meeting of High Tide Shareholders, which shall not have been terminated in accordance with its terms.

 

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The foregoing conditions are for the exclusive benefit of META and may be asserted by META regardless of the circumstances or may be waived by META in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which META may have.

 

Termination of the Arrangement Agreement

 

The Arrangement Agreement may be terminated at any time prior to the Effective Date:

 

(a) by the mutual written consent of META and High Tide, duly authorized by the board of directors of each;

 

(b) by High Tide if:

 

(i) prior to the approval by the META Shareholders of the Arrangement Resolution: (A) the META Board shall make a META Change in Recommendation; or (B) META enters into an agreement (other than a confidentiality agreement that complies with Section 7.01(e)(ii) of the Arrangement Agreement) with respect to any META Acquisition Proposal; or

 

(ii) META breaches its obligations under Section 7.01 or Section 7.02 of the Arrangement Agreement in any material respect;

 

(c) by META if:

 

(i) High Tide enters into an agreement (other than a confidentiality agreement that complies with Section 7.03(e)(ii) of the Arrangement Agreement) in respect of any High Tide Acquisition Proposal; or

 

(ii) High Tide breaches its obligations under Section 7.03 or Section 7.04 of the Arrangement Agreement in any material respect;

 

(d) by either High Tide or META if the Meeting shall have been held and completed and the Arrangement Resolution shall not have been approved by the META Shareholders in accordance with the Interim Order, provided that either Party shall not be entitled to terminate the Arrangement Agreement pursuant to Section 8.02(d) of the Arrangement Agreement if the failure to obtain the approval of the META Shareholders to the Arrangement Resolution has been caused by, or is the result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement;

 

(e) by either High Tide or META if the Effective Date shall not have occurred by the Outside Date, provided however:

 

(i) if the failure of the Effective Date to occur by such date has been caused by, or is the result of, a breach by META of any of its representations or warranties or the failure of META to perform any of its covenants or agreements under this Agreement, then META shall not be entitled to terminate the Arrangement Agreement pursuant to Section 8.02(e) of the Arrangement Agreement; or

 

(ii) if the failure of the Effective Date to occur by such date has been caused by, or is the result of, a breach by High Tide of any of its representations or warranties or the failure of High Tide to perform any of its covenants or agreements under this Agreement, then High Tide shall not be entitled to terminate the Arrangement Agreement pursuant to Section 8.02(e) of the Arrangement Agreement;

 

(f) by either Party if after the date of this Agreement, any applicable Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins META or High Tide from consummating the Arrangement, and such applicable Law has, if applicable, become final and non-appealable, provided that the Party seeking to terminate the Arrangement Agreement pursuant to Section 8.02(f) of the Arrangement Agreement has used its commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement;

 

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(g) by META if META proposes to enter into any agreement, arrangement or understanding in respect of a META Superior Proposal in compliance with Section 7.01 and Section 7.02 of the Arrangement Agreement, provided that META pays the META Termination Payment to High Tide in accordance with Section 7.05 of the Arrangement Agreement;

 

(h) by High Tide if High Tide proposes to enter into any agreement, arrangement or understanding in respect of a High Tide Superior Proposal in compliance with Section 7.03 and Section 7.04 of the Arrangement Agreement, provided that High Tide pays the High Tide Termination Payment to META in accordance with Section 7.06 of the Arrangement Agreement;

 

(i) by High Tide, if META breaches any representation or warranty of META set forth in the Arrangement Agreement which breach would cause the condition in Section 6.02(a) of the Arrangement Agreement not to be satisfied or META fails to comply with any of its covenants set forth in the Arrangement Agreement (other than the covenants in Section 7.01 and Section 7.02 of the Arrangement Agreement) that would cause the condition in Section 6.02(b) of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 6.04 of the Arrangement Agreement; provided that any wilful breach shall be deemed incapable of being cured and High Tide is not then in breach of the Arrangement Agreement so as to cause any condition in Section 6.03(a) or Section 6.03(b) of the Arrangement Agreement not to be satisfied;

 

(j) by META, if High Tide breaches any representation or warranty of High Tide set forth in the Arrangement Agreement which breach would cause the condition in Section 6.03(a) of the Arrangement Agreement not to be satisfied or High Tide fails to comply with any of its covenants set forth in the Arrangement Agreement (other than the covenants in Section 7.03 and Section 7.04 of the Arrangement Agreement) that would cause the condition in Section 6.03(b) of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 6.04 of the Arrangement Agreement; provided that any wilful breach shall be deemed incapable of being cured and META is not then in breach of the Arrangement Agreement so as to cause any condition in Section 6.02(a) or Section 6.02(b) of the Arrangement Agreement not to be satisfied;

 

(k) by High Tide, if since the date of the Arrangement Agreement, any event occurs that results in a META Material Adverse Effect that is not capable of being satisfied by the Outside Date; or

 

(l) by META, if since the date of the Arrangement Agreement, any event occurs that results in a High Tide Material Adverse Effect that is not capable of being satisfied by the Outside Date,

 

provided that any termination by a Party to the Arrangement Agreement in accordance with Section 8.02(b) to Section 8.02(l) of the Arrangement Agreement shall be made by such Party delivering written notice thereof to the other Party thereto prior to the Effective Date and specifying therein in reasonable detail the matter or matters giving rise to such termination right.

 

In the event of termination of the Arrangement Agreement as provided in Section 8.02 of the Arrangement Agreement, the Arrangement Agreement shall forthwith become void and have no further effect, and there shall be no liability or further obligation on the part of META or High Tide thereunder, except that:

 

(a) the provisions of Section 8.03, Section 2.05(f), Section 2.05(g), Section 7.05, Section 7.06, Section 9.01 through to and including Section 9.13 of the Arrangement Agreement and the provisions of the Confidentiality Agreement shall remain in full force and effect and shall survive any such termination; and

 

(b) neither META nor High Tide shall be released or relieved from any liability arising from their breach of any of their representations, warranties, covenants, or agreements hereunder prior to the date of termination, save and except as provided in the Arrangement Agreement.

 

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Nothing in the Arrangement Agreement shall preclude a Party from seeking injunctive relief to restrain any breach or threatened breach of the obligations set forth in the Arrangement Agreement or otherwise to obtain specific performance without the necessity of posting bond or security in connection therewith.

 

Termination Fees

 

In the event of a Company Termination Payment Event (as such term is defined in the Arrangement Agreement) that results in the termination of the Arrangement Agreement pursuant to the terms set out in the Arrangement Agreement, META shall pay to High Tide an amount of cash (a “META Termination Payment”) equal to (a) $2,000,000, in the case of a Company Termination Payment Event other than those set forth in Section 7.05(e) or Section 7.05(f) of the Arrangement Agreement, or (b) $1,000,000, in the case of a Company Termination Payment Event set forth in Section 7.05(e) or Section 7.05(f) of the Arrangement Agreement, in immediately available funds in consideration for the disposition of High Tide’s rights under the Arrangement Agreement. In the circumstances set forth in Section 7.05(a), Section 7.05(b) of the Arrangement Agreement, or above, the META Termination Payment will be paid within two Business Days of the termination of the Arrangement Agreement; and, in the circumstances set forth in Section 7.05(d) of the Arrangement Agreement, the META Termination Payment will be paid within two Business Days following the completion of such META Acquisition Proposal. META shall not be obligated to make more than one payment pursuant to Section 7.05 of the Arrangement Agreement.

 

In the event of a Buyer Termination Payment Event (as such term is defined in the Arrangement Agreement) that results in the termination of the Arrangement Agreement pursuant to the terms set out in the Arrangement Agreement, High Tide shall pay to META an amount of cash (a “High Tide Termination Payment”) equal to (a) $2,000,000, in the case of a Buyer Termination Payment Event other than those set forth in Section 7.06(e) or Section 7.06(f) of the Arrangement Agreement, or (b) $1,000,000, in the case of a Buyer Termination Payment Event set forth in Section 7.06(e) or Section 7.06(f) of the Arrangement Agreement, in immediately available funds in consideration for the disposition of META’s rights under the Arrangement Agreement. In the circumstances set forth in Section 7.06(a), Section 7.06(b) of the Arrangement Agreement, or above, the High Tide Termination Payment will be paid within two Business Days of the termination of the Arrangement Agreement; and, in the circumstances set forth in Section 7.06(d) of the Arrangement Agreement, the High Tide Termination Payment will be paid within two Business Days following the completion of such High Tide Acquisition Proposal. High Tide shall not be obligated to make more than one payment pursuant to Section 7.06 of the Arrangement Agreement.

 

Amendment

 

The Arrangement Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of each of the Meeting, but not later than the Effective Time, and in the case of the Plan of Arrangement subject to the provisions of Section 6.01 of the Plan of Arrangement, be amended by mutual written agreement of the Parties without, subject to applicable Laws, further notice to or authorization on the part of the META Shareholders and any such amendment may, without limitation:

 

(a) change the time for performance of any of the obligations or acts of either the Parties;

 

(b) waive any inaccuracies or modify any representation or warranty contained in the Arrangement Agreement or in any document delivered pursuant thereto;

 

(c) waive compliance with or modify any of the covenants contained in the Arrangement Agreement and waive or modify performance of any of the obligations of the Parties; or

 

(d) waive compliance with or modify any other conditions precedent contained in the Arrangement Agreement, provided, however, that notwithstanding the foregoing, following the Meeting, the Consideration shall not be amended without the approval of the META Shareholders.

 

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PRINCIPAL LEGAL MATTERS

 

Court Approval and Completion of the Arrangement

 

An arrangement under the ABCA requires Court approval. See “The Arrangement – Procedure for the Arrangement to Become Effective – Court Approval”.

 

Assuming that the Final Order is granted, and that the other conditions set forth in the Arrangement Agreement are satisfied or waived by the Party or Parties for whose benefit they exist, then the Articles of Arrangement will be filed with the Registrar to give effect to the Arrangement and all other arrangements and documents necessary to complete the Arrangement will be delivered as soon as reasonably practicable thereafter. Subject to receipt of the Final Order and the satisfaction of the other conditions to the completion of the Arrangement, META currently expects the Effective Date of the Arrangement to occur in the fourth quarter of 2020.

 

Canadian Securities Laws Matters

 

Resale of Securities Received in the Arrangement

 

The Consideration Shares to be issued upon completion of the Arrangement to META Shareholders will be issued in reliance on exemptions from the prospectus requirements of applicable Securities Laws in Canada and will generally not be subject to any resale restrictions under applicable Securities Laws in Canada (provided the conditions set out in subsection 2.6(3) of National Instrument 45-102 – Resale of Securities, are satisfied). META Shareholders should consult with their own financial and legal advisors with respect to the tradability of High Tide Shares received on completion of the Arrangement.

 

United States Securities Laws Matters

 

Consideration Shares issuable to META Shareholders in exchange for their META Shares under the Arrangement have not been and will not be registered under the U.S. Securities Act, and such securities will be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. Section 3(a)(10) exempts the issuance of securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by any court of competent jurisdiction, after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all Persons to whom the securities will be issued have the right to appear and receive timely notice thereof. The Court is authorized to conduct a hearing at which the fairness of the terms and conditions of the Arrangement will be considered. The Court granted the Interim Order on September 22, 2020 and, subject to the approval of the Arrangement by the META Shareholders, a hearing on the Arrangement will be held on or about October 28, 2020 by the Court.

 

Consideration Shares to be received by META Shareholders pursuant to the Arrangement will be freely tradable under the U.S. Securities Act, except by Persons who are “affiliates” of High Tide after the Arrangement or were affiliates of High Tide within 90 days prior to completion of the Arrangement. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through ownership of voting securities, by contract or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer.

 

Any resale of such Consideration Shares by such an affiliate (or, if applicable, former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom. Subject to certain limitations, such affiliates (and former affiliates) may immediately resell such Consideration Shares outside the United States without registration under the U.S. Securities Act pursuant to and in accordance with Regulation S under the U.S. Securities Act. Such Consideration Shares may also be resold in transactions completed in accordance with Rule 144 under the U.S. Securities Act, if available.

 

The foregoing discussion is only a general overview of certain requirements of the U.S. Securities Act applicable to the resale of Consideration Shares to be received upon completion of the Arrangement. All holders of such securities are urged to consult with counsel to ensure that the resale of their securities complies with applicable securities legislation.

 

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Judicial Developments

 

The Plan of Arrangement will be implemented pursuant to Section 193 of the ABCA, which provides that, where it is impractical to effect an arrangement under any other provision of the ABCA, a corporation may apply to the Court for an order approving the arrangement proposed by such corporation. An application will be made by the Corporation for approval of the Arrangement pursuant to this section of the ABCA. See “The Arrangement – Procedure for the Arrangement to Become Effective – Court Approval”. Although there have been a number of judicial decisions considering this section and applications to various arrangements, there have not been, to the knowledge of META, any recent significant decisions that would apply in this instance. META Shareholders should consult their legal advisors with respect to the legal rights available to them in relation to the Arrangement.

 

Other Required Regulatory Approvals

 

To the best knowledge of the Corporation, there are no filings, consents, waiting periods or approvals required to be made with, applicable to, or required to be received from any Governmental Authority in connection with the Arrangement except: (a) the Court’s approval of the Final Order, which will be sought on or about October 28, 2020 and which is a condition to the completion of the Arrangement; (b) the TSXV’s conditional approval of the listing of the High Tide Shares to be issued pursuant to the Arrangement, and the META Warrants and the META Debentures that are currently listed on the TSXV; (c) the consent of the AGLO, the AGLC, the Liquor, Gaming and Cannabis Authority of Manitoba, the Saskatchewan Liquor and Gaming Authority and the British Columbia Liquor and Cannabis Regulation Branch to the change of control of META; and (d) applicable regulatory authorities’ approval.

 

PRINCIPAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

 

The following is a summary, as of the date hereof, of the principal Canadian federal income tax considerations generally applicable to a Person who is a beneficial owner of META Shares, META Warrants, or META Debentures (“Holder”) in respect of the transactions described herein, and who, for all purposes of the Tax Act and at all relevant times: (a) deals at arm’s length with the Corporation and High Tide; (b) is not affiliated with any of the Corporation and High Tide; and (c) holds the META Shares, META Warrants, META Debentures, and High Tide Shares (collectively, “Securities”) as capital property. General Canadian federal income tax considerations of Holders of META Warrants and META Debentures are summarized below, but such Holders should consult their own tax advisors to determine the tax consequences to their particular META Warrants or META Debentures, as the case may be, resulting from this Arrangement and having regard to the specific terms of such META Warrants or META Debentures.

 

Securities will generally be considered to be capital property unless the Holder uses or holds such Securities in the course of carrying on a business of buying or selling securities or acquired such Securities in one or more transactions considered to be an adventure or concern in the nature of trade with respect to such Securities.

 

This summary is not applicable to a Holder: (a) that is a “financial institution”, as defined in subsection 142.2(1) of the Tax Act for the purposes of the mark-to-market rules therein; (b) that is a “specified financial institution”, as defined in subsection 248(1) of the Tax Act; (c) an interest in which is a “tax shelter”, as defined in subsection 237.1(1) of the Tax Act, or a “tax shelter investment”, as defined in subsection 143.2 of the Tax Act; (d) that reports its “Canadian tax results”, as defined in subsection 261(1) of the Tax Act, in a currency other than Canadian currency; (e) who has entered into or will enter into, in respect of any of the Securities, a “derivative forward agreement” or a “synthetic disposition arrangement”, each as defined in subsection 248(1) of the Tax Act; (f) that is a partnership; (g) who has acquired or will acquire Securities pursuant to a stock option agreement or any employee incentive plan, including holders of META Options and META RSUs; (h) who holds warrants or other rights to acquire shares of the Corporation; or (i) that is exempt from tax under Part I of the Tax Act, except for the limited discussion under the heading “Principal Canadian Federal Income Tax Considerations – Eligibility for Investment”. Such Holders should consult their own tax advisors to determine the tax consequences to them of the acquisition, holding and disposition of Securities. In addition, this summary does not address the deductibility of interest by a Holder who has borrowed money, or will borrow money, to acquire Securities.

 

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This summary is based on the facts set out in this Information Circular, the current provisions of the Tax Act and the regulations thereunder (the “Tax Regulations”) in force as of the date hereof, all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”), and the current administrative policies and assessing practices of the CRA made publicly available prior to the date hereof. Except for the Tax Proposals, this summary does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial action, or changes in the CRA’s administrative policies or assessing practices, nor does it take into account or consider any other Canadian federal tax considerations or any provincial, territorial or foreign considerations, which may differ materially from those discussed herein. This summary assumes that the Tax Proposals will be enacted as currently proposed, but no assurance can be given that this will be the case. There can be no assurance that the CRA will not change its administrative policies or assessing practices. The Corporation has not obtained, nor sought, an advance tax ruling from the CRA in respect of any of the matters discussed herein.

 

This summary is of a general nature only and is not exhaustive of all possible Canadian federal income tax considerations. This summary is not intended to be, nor should it be construed to be, legal or tax advice or representations to any particular Holder. Accordingly, each Holder should obtain independent advice regarding the income tax consequences of acquiring, holding and disposing of Securities pursuant to the Arrangement.

 

Holders Resident in Canada

 

The following part of this summary is applicable to a Holder who, at all relevant times, is or is deemed to be resident in Canada for the purposes of the Tax Act and any applicable income tax treaty (each, a “Resident Holder”).

 

Certain Resident Holders (other than certain traders or dealers in securities) whose META Shares and High Tide Shares might not otherwise constitute capital property may be entitled to make an irrevocable election pursuant to subsection 39(4) of the Tax Act to have their META Shares, High Tide Shares and every other “Canadian security” (as defined in subsection 39(6) of the Tax Act) owned or subsequently acquired by them deemed to be capital property for the purposes of the Tax Act. META Warrants are not expected to qualify for the subsection 39(4) election. Resident Holders contemplating a subsection 39(4) election should first consult with their own tax advisors.

 

Exchange of META Shares for the High Tide Shares

 

Pursuant to the Arrangement, a Resident Holder will exchange the Resident Holder’s META Shares for Consideration Shares. Such Resident Holder will generally be deemed to have disposed of such META Shares under a tax-deferred exchange under section 85.1 of the Tax Act and will not recognize any capital gain or loss on such exchange unless such Holder has, in the Holder’s return of income for the taxation year in which the Arrangement occurs, included in computing the Holder’s income for that year any portion of the gain or loss, otherwise determined, from the disposition of the META Shares (see Taxation of Capital Gains and Capital Losses). More specifically, the Resident Holder will be deemed to have disposed of the META Shares for proceeds of disposition equal to the adjusted cost base of the META Shares to such Resident Holder, determined immediately before the Effective Time, and the Resident Holder will be deemed to have acquired the Consideration Shares at an aggregate cost equal to such adjusted cost base of the META Shares. The cost attributable to the Consideration Shares will be averaged with the adjusted cost base of all other High Tide Shares held by the particular Resident Holder as capital property for the purpose of determining the adjusted cost base of the Consideration Shares held by the Resident Holder.

 

Disposition of META Warrants and META Debentures

 

Depending on the terms of the META Warrants and META Debentures, if there is a disposition or deemed disposition of META Warrants or META Debentures for purposes of the Tax Act as a result of the Arrangement (other than upon the exercise or expiry thereof) a Resident Holder will generally realize a capital gain (or capital loss) in the taxation year of disposition equal to the amount, if any, by which the proceeds of disposition are greater (or less) than the total of: (a) the adjusted cost base, as defined in the Tax Act, to the Resident Holder of the META Warrant or META Debenture, as the case may be, immediately before the disposition or deemed disposition; and (b) the Resident Holder’s reasonable costs of the disposition. The taxation of capital gains and capital losses is described below under the heading “Principal Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

 

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Exercise of META Warrants and META Debentures

 

Depending on the terms of the META Warrants and META Debentures, the exercise of a META Warrant or META Debenture for a META Share prior to the Arrangement will generally be deemed not to be a disposition of property and therefore no gain or loss will result. The cost to a Resident Holder of a META Share acquired on the exercise of the META Warrant or META Debenture will generally be equal to the sum of the adjusted cost base of the META Warrant or META Debenture, as the case may be, and the amount paid by the Resident Holder to exercise such META Warrant or META Debenture, as the case may be. The adjusted cost base at a particular time to a Resident Holder of a META Share acquired on the exercise of a META Warrant or META Debenture is generally determined by averaging the cost of such META Share with the adjusted cost base of all META Shares held by the Resident Holder as capital property at that time.

 

Taxation of Capital Gains and Capital Losses

 

A Resident Holder must include in income for a taxation year one-half of a capital gain (a “taxable capital gain”), if any, realized by the Resident Holder on the disposition or deemed disposition of a Security in the year. The Resident Holder must deduct one-half of the amount of a capital loss (“allowable capital loss”), if any, realized by the Resident Holder in a taxation year on the disposition or deemed disposition of a Security from taxable capital gains realized in such year. Allowable capital losses in excess of taxable capital gains realized by the Resident Holder in a taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted against net taxable capital gains in any subsequent year, subject to the detailed provisions of the Tax Act.

 

The amount of any capital loss otherwise realized by a Resident Holder that is a corporation or a trust (other than a mutual fund trust) on the disposition or deemed disposition of a META Share or Consideration Share may be reduced by the amount of any dividends received or deemed to have been received by it on such share to the extent and in the circumstances prescribed by the Tax Act. Similar rules may apply where a trust or partnership of which a corporation, trust or partnership is a member or beneficiary owns any such share. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

 

Dividends on Consideration Shares

 

A Resident Holder who is an individual (other than certain trusts) will be required to include in income any dividends received or deemed to be received on the Resident Holder’s High Tide Shares and, with the exception of certain trusts, such dividend or deemed dividend will be subject to the gross-up and dividend tax credit rules that apply to taxable dividends received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit rules that apply to any dividends designated by High Tide as “eligible dividends”, as defined in the Tax Act. There may be limitations on the ability of High Tide to designate dividends as eligible dividends.

 

In the case of a Resident Holder that is a corporation, it will be required to include in income for a taxation year any dividend received or deemed to be received on the Resident Holder’s High Tide Shares, but generally will be entitled to deduct an equivalent amount in computing taxable income for such taxation year. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by such corporation as proceeds of a disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

 

A “private corporation” or a “subject corporation” (each as defined in the Tax Act) may be liable under Part IV of the Tax Act to pay a refundable tax on any dividend that it receives or is deemed to receive on High Tide Shares to the extent that the dividend is deductible in computing the corporation’s taxable income.

 

Taxable dividends received by an individual (and certain trusts) may give rise to alternative minimum tax under the Tax Act.

 

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Refundable Tax

 

A Resident Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) will be subject to a refundable tax in respect of its “aggregate investment income” (as defined in the Tax Act) for the year, which may include any capital gains realized on a disposition of Securities, and any dividends or deemed dividends that are not deductible by the Canadian-controlled private corporation in computing its taxable income.

 

Minimum Tax

 

A Resident Holder who is an individual (other than certain specified trusts) may have an increased liability for alternative minimum tax as a result of capital gains realized on a disposition of Securities.

 

Dissenting Shareholders

 

A Dissenting Shareholder to whom High Tide consequently pays the fair value of his, her or its META Shares will realize a capital gain (or capital loss) to the extent that the amount paid by High Tide for those META Shares (excluding interest) exceeds (or is exceeded by) the total of: (a) the adjusted cost base, as defined in the Tax Act, to the Resident Holder of the META Shares immediately before the Effective Time; and (b) the Resident Holder’s reasonable costs of disposition. The taxation of capital gains and capital losses is described above under the heading “Principal Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses.”

 

Any interest awarded by the Court to a Dissenting Shareholder will be included in such Resident Holder’s income for the purposes of the Tax Act. Resident Holders who are contemplating exercising their Dissent Rights should consult their own tax advisors.

 

Eligibility for Investment

 

The Consideration Shares, if issued on the date hereof, would be qualified investments under the Tax Act for trusts governed by a registered retirement savings plan (“RRSP”), a registered retirement income fund (“RRIF”), a registered education savings plan (“RESP”), a deferred profit sharing plan (“DPSP”), a registered disability savings plan (“RDSP”) or a tax-free savings account (“TFSA”), each as defined in the Tax Act, (collectively “Exempt Plans”) at any particular time, provided that, at that time, the Consideration Shares, as the case may be, are listed on a “designated stock exchange” for the purposes of the Tax Act (which currently includes the TSXV).

 

The Consideration Shares will generally be a “prohibited investment”, as defined in subsection 207.01 of the Tax Act, for a RRSP, RRIF, RESP, RDSP or TFSA if the annuitant of the RRSP or RRIF, the subscriber of the RESP or the holder of the TFSA or RDSP, as the case may be: (a) does not deal at arm’s length with High Tide for the purposes of the Tax Act; or (b) has a “significant interest”, as defined in subsection 207.01(4) of the Tax Act, in High Tide. A “significant interest” generally includes, but is not limited to, the ownership of 10% or more of any class of issued shares of High Tide. In addition, securities of High Tide will generally not be a “prohibited investment” if they are “excluded property”, as defined in subsection 207.01(1) of the Tax Act.

 

Notwithstanding that the Consideration Shares may be a qualified investment for an Exempt Plan of a particular Holder, as described above, the annuitant under such RRSP or RRIF, the subscriber of such RESP, or the holder of such RDSP or TFSA, as the case may be, will be subject to a penalty tax on such shares if such shares are a “prohibited investment”, as described immediately above, for the RRSP, RRIF, RESP, RDSP or TFSA.

 

Holders who currently hold META Shares, META Warrants, or META Debentures in an Exempt Plan or who wish to hold any such securities in an Exempt Plan should consult their own tax advisors as to the application of these rules in their particular circumstances.

 

Holders Not Resident in Canada

 

The following part of this summary is generally applicable to a Holder of META Shares who, for the purposes of the Tax Act and any applicable income tax treaty, at all relevant times: (a) is not resident or deemed to be resident in Canada; and (b) does not use or hold, and is not deemed to use or hold, Securities in connection with carrying on a business in Canada (a “Non-Resident Holder”). Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer that carries on an insurance business in Canada or elsewhere, or an “authorized foreign bank”, as defined in the Tax Act. Non-Resident Holders should consult with their own tax advisors with respect to the tax consequences to them of acquiring, holding and disposing of Securities. The following part of this summary does not discuss the tax consequences to Holders of META Warrants or META Debentures. Such Non-Resident Holders should consult their own tax advisors as to the application of these rules in their particular circumstances.

 

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Dissenting Non-Resident Holders

 

The discussion of the income tax consequences relating to Resident Holders that are Dissenting Shareholders under the heading “Principal Canadian Federal Income Tax Considerations – Holders Resident in Canada – Dissenting Shareholders” will also generally apply to Non-Resident Holders to whom High Tide consequently pays the fair value of his, her or its META Shares, subject to the discussion regarding Non-Resident Holders herein and the detailed rules in the Tax Act.

 

A Non-Resident Holder that is a Dissenting Shareholder will not be subject to Canadian tax on capital gains realized on a disposition of META Shares unless the META Shares constitute “taxable Canadian property” for purposes of the Tax Act, as discussed below under the heading “Principal Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Taxable Canadian Property”.

 

A Non-Resident Holder that is a Dissenting Shareholder will not be subject to section 116 withholding tax provided that the META Shares are not “taxable Canadian property” for the purposes of the Tax Act or the META Shares are listed on a “recognized stock exchange” for the purposes of the Tax Act (which currently includes the TSXV) at the Effective Time.

 

A Dissenting Non-Resident Holder will not be subject to any Canadian withholding tax on any interest awarded to the Non-Resident Holder in respect of the exercise of dissent rights under the Arrangement, provided that such interest is not “participating debt interest” for the purposes of the Tax Act.

 

Dividends

 

Dividends paid or credited or deemed to be paid or credited to a Non-Resident Holder on a Consideration Share will be subject to Canadian withholding tax at the rate of 25%, subject to any reduction in the rate of withholding to which the Non-Resident Holder is entitled under any applicable income tax convention. For example, under the Canada-U.S. Income Tax Convention (1980) (the “Convention”), where such dividends are considered to be paid to or derived by a Non-Resident Holder that is the beneficial owner of the dividends and is a U.S. resident for the purposes of, and is entitled to benefits in accordance with, the provisions of the Convention, the applicable rate of Canadian withholding tax is generally reduced to 15%.

 

Disposition of Consideration Shares

 

A Non-Resident Holder who disposes or is deemed for the purposes of the Tax Act to have disposed of a Consideration Share will generally, subject to the detailed rules in the Tax Act, realize a capital gain (or capital loss) in the taxation year of the disposition equal to the amount, if any, by which the proceeds of disposition are greater (or less) than the total of: (a) the adjusted cost base, as defined in the Tax Act, to the Non-Resident Holder of the Consideration Share, as the case may be, immediately before the disposition or deemed disposition; and (b) the Non-Resident Holder’s reasonable costs of the disposition.

 

A Non-Resident Holder will generally be subject to Canadian tax on such gain (or loss) only if the Consideration Share, as the case may be, is “taxable Canadian property” for the purposes of the Tax Act. See the discussion below under the heading “Principal Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Taxable Canadian Property” regarding whether or not the Consideration Share will be taxable Canadian property for a particular Non-Resident Holder.

 

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Taxable Canadian Property

 

Provided that the META Shares or the Consideration Shares are, at the time of the applicable disposition, listed on a “designated stock exchange”, as defined in the Tax Act (which currently includes the TSXV), the META Shares and Consideration Shares generally will not constitute taxable Canadian property of a Non-Resident Holder at that time unless, at any time in the 60-month period preceding the disposition the following two conditions are met concurrently: (a) 25% or more of the issued shares of any class of the capital stock of the applicable corporation were owned by any combination of: (i) the Non-Resident Holder; (ii) persons with whom the Non-Resident Holder did not deal at arm’s length; and (iii) partnerships in which persons referred to in (i) or (ii) hold a membership interest (directly or indirectly through one or more partnerships); and (b) more than 50% of the fair market value of the META Share or Consideration Shares, as the case may be, was derived, directly or indirectly, from one or any combination of: (i) real or immovable property situated in Canada; (ii) “Canadian resource properties”, as defined in the Tax Act; (iii) “timber resource properties”, as defined in the Tax Act; and (iv) options in respect of, or interests in, or civil law rights in, property described in (i) to (iii), whether or not such property exists.

 

Notwithstanding the foregoing, a META Share may otherwise be deemed to be taxable Canadian property to a Non-Resident Holder for the purposes of the Tax Act. A Non-Resident Holder who disposes of taxable Canadian property will generally be required to file a Canadian tax return for the taxation year in which the disposition of property occurs. If META Shares or Consideration Shares constitute taxable Canadian property, a Non-Resident Holder may be entitled to claim an exemption from tax in Canada under the terms of a tax treaty or convention between Canada and the country of residence of the Non-Resident Holder in respect of capital gains realized on the disposition of such Securities. Non-Resident Holders should consult their own tax advisors with respect to these matters, having regard to their own particular circumstances.

 

RISK FACTORS

 

In evaluating whether to approve the Arrangement Resolution, META Shareholders should carefully consider the following risk factors. See also the risk factors discussed in the annual information form of META dated January 17, 2020 for the year ended August 31, 2019 and under the heading “Risk Factors” in Appendix D – “Information Concerning High Tide”.

 

Risks Relating to the Arrangement

 

Possible Failure to Realize Anticipated Benefits of the Arrangement

 

The Arrangement is subject to normal commercial risks that such transaction may not be completed on the terms negotiated or at all. META is proposing to complete the Arrangement to create the opportunity to realize certain benefits described under “The Arrangement – Reasons for and Benefits of the Arrangement”. Achieving the benefits of the Arrangement depends in part on successfully consolidating functions and integrating personnel, operations and procedures in a timely and efficient manner, as well as the ability of High Tide to realize the anticipated growth opportunities and synergies from combining the business of META with that of High Tide. The integration of the META business requires the dedication of substantial effort by management of High Tide following the Arrangement which may divert management’s focus and resources from other strategic opportunities and from operational matters during this process. The integration process may result in the loss of key employees and the disruption of ongoing business, and employee relationships that may adversely affect High Tide’s ability to achieve the anticipated benefits of the Arrangement. Ultimately, there can be no assurance that the anticipated benefits of the Arrangement will materialize. It is possible that the risks and uncertainties described in this Information Circular will arise and become material to such an extent that some or all of the anticipated benefits of the Arrangement will never materialize or will be nullified.

 

The Arrangement is Subject to Satisfaction or Waiver of Various Conditions

 

Completion of the Arrangement is subject to, among other things, the approval of the Court, META Shareholder approval, the conditional approval of the TSXV for the listing of the High Tide Shares to be issued pursuant to the Arrangement, and the META Warrants and the META Debentures that are currently listed on the TSXV and the receipt of all necessary regulatory approvals, all of which may be outside the control of both META and High Tide. There can be no assurance that these conditions will be satisfied or that the Arrangement will be completed as currently contemplated or at all. Delays in the completion of the Arrangement could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the Arrangement. In addition, if the Arrangement is not completed, META or High Tide could be subject to litigation related to any failure to complete the Arrangement or related to any enforcement proceeding commenced against META or High Tide to perform their respective obligations under the Arrangement Agreement.

 

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The Arrangement may be Delayed and Business Affected due to Outbreaks of Communicable Diseases, including COVID-19

 

The continued and prolonged effects of the ongoing global outbreak of COVID-19 may delay or prevent the completion of the Arrangement. Among other things, Governmental Entities in certain jurisdictions have ordered global travel restrictions and workplace restrictions, which may disrupt the ability of META and High Tide to close the Arrangement in the timing contemplated, including potential delays in the Meeting, court approval and the receipt of requisite regulatory approvals. In addition, the impacts of COVID-19, among other things, have and may affect the ability of META and High Tide to operate for an indeterminate period of time, may affect the health or safety of employees or contractors, may impede access to services, contractors and supplies, may lead to heightened regulatory scrutiny by Governmental Entities, may lead to restrictions on transferability of currency, may cause business continuity issues and may result in failures of various local administration, logistics and critical infrastructure. Such effects and disruptions to business continuity as a result of the effects of COVID-19 may impact the ability to consummate the Arrangement or the timing thereof and may have an adverse effect on META and High Tide’s financial position and results of operations. The full extent of the impact of COVID-19 on the contemplated timing and completion of the Arrangement and on the respective operations of META and High Tide will depend on future developments, which are uncertain and cannot be predicted at this time.

 

Termination of the Arrangement Agreement

 

The Arrangement Agreement may be terminated by the Parties in certain circumstances. Accordingly, there is no certainty, nor can META provide any assurance, that the Arrangement Agreement will not be terminated by any Party before the completion of the Arrangement. Failure to complete the Arrangement could cause a material negative impact on the trading prices of the META Shares. Moreover, if the Arrangement Agreement is terminated, there is no assurance that the META Board will be able to find a party willing to pay an equivalent or a more attractive price for META Shares than the price to be paid pursuant to the terms of the Arrangement Agreement. In addition, the Arrangement Agreement provides that, upon the occurrence of certain termination events, either of the Parties may be required to pay the other Party a termination fee in the range of $1,000,000 to $2,000,000.

 

The Pro Forma Financial Statements are Presented for Illustrative Purposes Only and may not be an Indication of High Tide’s Financial Condition or Results of Operations Following the Arrangement

 

The Pro Forma Financial Statements are presented for illustrative purposes only and may not be an indication of the financial condition or results of operations of High Tide following the Arrangement for several reasons. The Pro Forma Financial Statements have been derived from the respective historical financial statements of META and High Tide, and certain adjustments and assumptions made as of the dates indicated therein have been made to give effect to the Arrangement. The information upon which these adjustments and assumptions have been made is preliminary and these kinds of adjustments and assumptions are difficult to make with complete accuracy. Moreover, the Pro Forma Financial Statements do not include, among other things, estimated costs or synergies, adjustments related to restructuring or integration activities, future acquisitions or disposals not yet known or probable, or impacts of Arrangement-related change in control provisions that are currently not factually supportable and/or probable of occurring. Therefore, the Pro Forma Financial Statements are presented for informational purposes only and are not necessarily indicative of what High Tide’s actual financial condition or results of operations would have been had the Arrangement been completed on the date indicated. Accordingly, the combined business, assets, results of operations and financial condition may differ significantly from those indicated in the Pro Forma Financial Statements.

 

META Directors and Officers may have Interests in the Arrangement Different from the Interests of META Shareholders Following Completion of the Arrangement

 

Certain of the directors and executive officers of META and High Tide negotiated the terms of the Arrangement Agreement, and the META Board has unanimously recommended that META Shareholders vote in favour of the Arrangement. These directors and executive officers may have interests in the Arrangement that are different from, or in addition to, those of META Shareholders generally. These interests include, but are not limited to, the continued employment of certain executive officers of META and by High Tide. META Shareholders should be aware of these interests when they consider the META Board’s unanimous recommendation. The META Board was aware of, and considered, these interests when they declared the advisability of the Arrangement Agreement and unanimously recommended that META Shareholders pass the Arrangement Resolution.

 

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META Shareholders to Receive High Tide Shares on a Fixed Exchange Ratio

 

META Shareholders will receive a fixed number of Consideration Shares under the Arrangement, rather than High Tide Shares with a fixed market value. The actual market value of the Consideration Shares received under the Arrangement may vary significantly from the deemed value ascribed to the Consideration Shares used to formulate the exchange ratios for the purposes of negotiating the terms of the Arrangement.

 

Risks Inherent to the High Tide Shares

 

An investment in High Tide Shares should be considered highly speculative due to the nature of its proposed activities and the anticipated stage of its development. META Shareholders should carefully consider the management’s discussion and analysis of High Tide incorporated by reference in this Information Circular, well as the other risk factors contained elsewhere in this Information Circular, including the Appendices attached hereto. These risk factors will be the risk factors applicable to High Tide.

 

There are Risks Related to the Integration of META’s and High Tide’s Existing Businesses

 

The ability to realize the benefits of the Arrangement will depend, in part, on successfully consolidating functions and integrating operations and procedures in a timely and efficient manner, as well as on High Tide’s ability to realize the anticipated growth opportunities and synergies from integrating META’s and High Tide’s businesses following Closing

 

META Expects to Incur Significant Costs Associated with the Arrangement

 

META will incur significant direct transaction costs in connection with the Arrangement. Actual direct transaction costs incurred in connection with the Arrangement may be higher than expected. Moreover, certain of META’s costs related to the Arrangement, including legal, financial advisory services, accounting, printing and mailing costs, must be paid even if the Arrangement is not completed.

 

If the Arrangement is not Completed META’s Future Business and Operations Could be Harmed

 

If the Arrangement is not completed, META may be subject to a number of additional material risks, including the following:

 

META may have lost other opportunities that would have otherwise been available had the Arrangement Agreement not been executed, including, without limitation, opportunities not pursued as a result of affirmative and negative covenants made by META in the Arrangement Agreement, such as covenants affecting the conduct of its business outside the ordinary course of business; and

 

the obligations of META to pay damages to High Tide in connection with a Company Termination Payment Event (as defined in the Arrangement Agreement) pursuant to the terms of the Arrangement Agreement in certain circumstances.

 

Dissent Rights

 

META Shareholders have the right to exercise Dissent Rights in connection with the Arrangement in accordance with the provisions of the ABCA, as may be modified by the Interim Order and the Plan of Arrangement. If META Shareholders holding more than 5% of the outstanding META Shares exercise Dissent Rights, High Tide may elect not to complete the Arrangement.

 

Risks Relating to META

 

If the Arrangement is not completed, META will continue to face the risks that it currently faces with respect to its affairs, business and operations and future prospects. Such risk factors are set forth and described in META’s annual information form dated January 17, 2020 for the year ended August 31, 2019, which has been filed on SEDAR.

 

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In addition, the failure of META to comply with certain terms of the Arrangement Agreement may result in META being required to indemnify High Tide, the result of which could have a META Material Adverse Effect on META’s financial position and results of operations and its ability to fund growth prospects and current operations.

 

In connection with the Arrangement, there may be liabilities that META failed to discover or was unable to quantify in its due diligence, which it conducted prior to completing the Arrangement and META may not be indemnified for some or all of these liabilities.

 

All historical information regarding High Tide contained in this Information Circular, including all High Tide financial information, has been provided by High Tide. Although META has no reason to doubt the accuracy or completeness of such information, any inaccuracy or material omission in this information about or relating to High Tide contained in this Information Circular could result in unanticipated liabilities or expenses, increase the cost of integrating the companies or adversely affect the operational plans of High Tide and its results of operations and financial conditions.

 

Risks Relating to High Tide

 

If the Arrangement is completed, High Tide will continue to face many of the risks that it currently faces with respect to its business and affairs. For a complete description of the other risks relating to the business and operations of High Tide, see Schedule A – “Non-Exhaustive List of Risk Factors” to Appendix D – “Information Concerning High Tide”.

 

PROCEDURES FOR THE SURRENDER OF META SHARES AND RECEIPT OF CONSIDERATION

 

Procedures for META Shareholders

 

The details of the procedures for the deposit of physical certificates representing META Shares and the delivery by the Depositary of the Consideration Shares payable to former registered META Shareholders are set out in the Letter of Transmittal accompanying this Information Circular. Registered META Shareholders who have not received a Letter of Transmittal should contact the Depositary, TSX Trust Company, by email at tmxeinvestorservices@tmx.com. The Letter of Transmittal will also be filed under META’s company profile at www.sedar.com.

 

Only registered META Shareholders are required to submit a Letter of Transmittal. If you are a Beneficial Shareholder holding your META Shares through a nominee such as a broker or dealer, you should carefully follow any instructions provided to you by such nominee.

 

Registered META Shareholders must validly complete, duly sign and return the enclosed Letter of Transmittal together with the certificate(s) representing their META Shares, to the Depositary at its Toronto office as specified in the Letter of Transmittal.

 

Registered META Shareholders who deposit a validly completed and duly signed Letter of Transmittal, together with accompanying share certificate(s) representing their META Shares, will be forwarded the consideration to which they are entitled as soon as practicable after the later of the Effective Date and the date of receipt by the Depositary of the Letter of Transmittal and accompanying certificate(s) representing such META Shares. Once registered META Shareholders surrender their share certificates, they will not be entitled to sell the META Shares to which those certificates relate.

 

Registered META Shareholders who do not forward to the Depositary a validly completed and duly signed Letter of Transmittal, together with their share certificate(s) representing their META Shares, will not receive the consideration to which they are otherwise entitled until deposit is made. Whether or not META Shareholders forward their share certificate(s), as applicable, upon the completion of the Plan of Arrangement on the Effective Date, META Shareholders will cease to be shareholders of the Corporation as of the Effective Date and will only be entitled to receive Consideration Shares to which they are entitled under the Plan of Arrangement or, in the case of registered META Shareholders who properly exercise Dissent Rights, the right to receive fair value for their META Shares in accordance with Section 191 of the ABCA, as modified by the Interim Order.

 

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The method of delivery of certificate(s) representing META Shares and all other required documents is at the option and risk of the Person depositing their META Shares. Any use of the mail to forward certificate(s) representing META Shares and/or the related Letters of Transmittal shall be at the election and sole risk of the Person depositing META Shares, and documents so mailed shall be deemed to have been received by the Corporation only upon actual receipt by the Depositary. If such certificates and other documents are to be mailed, the Corporation recommends that registered mail be used with proper insurance and an acknowledgement of receipt requested.

 

DRS Advices representing the Consideration Shares payable under the Arrangement to a former registered holder of META Shares who has complied with the procedures set out above and in the Letter of Transmittal will be, as soon as practicable after the Effective Date and after the receipt of all required documents: (a) forwarded to the former META Shareholder at the address specified in the Letter of Transmittal by first-class mail; or (b) made available at the office of the Depositary at which the Letter of Transmittal and the certificate(s) representing META Shares were delivered for pick-up by the META Shareholder, as requested by the META Shareholder in the Letter of Transmittal.

 

If no address is provided on the Letter of Transmittal, DRS Advices will be forwarded to the address of the META Shareholder as shown on the register maintained by the Transfer Agent. Under no circumstances will interest accrue or be paid by META, High Tide or the Depositary on High Tide Shares exchanged for the META Shares to Persons depositing META Shares with the Depositary, regardless of any delay in making any payment for the META Shares.

 

Where a certificate representing META Shares has been lost or destroyed, the registered holder of that share certificate should immediately complete the Letter of Transmittal as fully as possible and forward it, together with an affidavit describing the loss, to the Depositary in accordance with instructions in the Letter of Transmittal. The Depositary has been instructed to respond with replacement share certificate requirements, which are also set out in Section 5.02 of the Plan of Arrangement. A copy of the Plan of Arrangement is attached as Schedule “A” to the Arrangement Agreement.

 

The Depositary will act as the agent of Persons who have deposited META Shares pursuant to the Arrangement for the purpose of receiving the consideration to be paid to META Shareholders pursuant to the Arrangement and transmitting it to such Persons, and receipt of such consideration by the Depositary will be deemed to constitute receipt of payment by Persons depositing META Shares pursuant to the Arrangement.

 

META Shareholders who are Beneficial Shareholders, and where such META Shares are registered in the name of an intermediary (a bank, trust company, securities broker, trustee or other nominee) should contact that intermediary for instructions and assistance in delivering those META Shares.

 

Fractional Securities

 

No DRS Advices representing fractional Consideration Shares shall be issued or delivered pursuant to the Arrangement. In the event a former META Shareholder would otherwise be entitled to a fractional Consideration Share hereunder, the number of Consideration Shares to be issued to any Person pursuant to the Plan of Arrangement (including any High Tide Shares issued to any Person pursuant to any exercise of META Warrants, META Options, META RSUs and META Debentures in accordance with Article 4 of the Plan of Arrangement) shall be rounded up to the next greater whole number of Consideration Shares or High Tide Shares, as applicable, if the fractional entitlement is equal to or greater than 0.5 and shall, without any additional compensation, be rounded down to the next lesser whole number of Consideration Shares or High Tide Shares, as applicable, if the fractional entitlement is less than 0.5.

 

Cancellation of Rights of META Shareholders

 

From and after the Effective Time, certificate(s) formerly representing META Shares under the Arrangement shall represent only the right to receive the consideration to which the former META Shareholders are entitled under the Arrangement, or as to those held by Dissenting Shareholders, other than those Dissenting Shareholders deemed to have participated in the Arrangement pursuant to Section 3.01 the Plan of Arrangement, to receive the fair value of the META Shares represented by such certificate(s).

 

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Subject to applicable law relating to unclaimed property, any share certificate formerly representing META Shares that is not deposited with all other documents as required by this Arrangement on or before the day that is three years less one day from the Effective Date shall cease to represent a right or claim of any kind or nature and, for greater certainty, the right of the holder of such META Shares to receive DRS Advices representing Consideration Shares, together with all dividends, distributions or cash payments thereon held for such holder, shall be deemed to be surrendered to High Tide, respectively. On such date, the consideration in the form of Consideration Shares to which such former holder was entitled shall be deemed to have been cancelled, and none of High Tide, META or any other Person shall have any obligations to issue such Consideration Shares, as the case may be.

 

RIGHTS OF DISSENT

 

The following description of the rights of Dissenting Shareholders is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of their META Shares and is subject to, and qualified in its entirety by, the reference to the full text of the Interim Order, which is attached to this Information Circular as Appendix B, and the text of Section 191 of the ABCA, which is attached to this Information Circular as Appendix E. Pursuant to the Interim Order, Dissenting Shareholders are given rights analogous to rights of dissenting shareholders under the ABCA. A Dissenting Shareholder who intends to exercise the right to dissent should carefully consider and comply with the provisions of Section 191 of the ABCA, as modified by the Plan of Arrangement and the Interim Order. Failure to comply with the provisions of that section, as modified by the Plan of Arrangement and Interim Order, and to adhere to the procedures established therein may result in the loss of all rights thereunder.

 

The Court hearing the application for the Final Order has the discretion to alter the Dissent Rights described herein based on the evidence presented at such hearing.

 

Under the Interim Order, a registered META Shareholder is entitled, in addition to any other rights the holder may have, to dissent and to be paid by High Tide the fair value of the META Shares held by the holder in respect of which the holder dissents, determined as of the close of business on the last Business Day before the day on which the resolution from which such holder dissents was adopted. Only registered META Shareholders may dissent. Persons who are beneficial owners of META Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that they may only do so through the registered holder of such META Shares. Accordingly, a Beneficial Shareholder desiring to exercise Dissent Rights must make arrangements for the registered holder of such META Shares to dissent on behalf of such Beneficial Shareholder. Alternatively, Beneficial Shareholders could make arrangements for the META Shares to be registered in such holder’s name prior to the time the written objection to the Arrangement Resolution is required to be received by the Corporation.

 

A Dissenting Shareholder must send to META a written objection to the Arrangement Resolution, which written objection must be received by META, c/o Borden Ladner Gervais LLP, Centennial Place, East Tower, 1900, 520 – 3rd Avenue S.W., Calgary, Alberta, T2P 0R3, Attention: David T. Madsen Q.C., by 5:00 p.m. (MST) on October 22, 2020 (or the Business Day that is three Business Days prior to the date of the Meeting if it is not held on October 27, 2020). No META Shareholder who has voted META Shares in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to such META Shares. Pursuant to the Interim Order, a registered META Shareholder may not exercise the right to dissent in respect of only a portion of such holder’s META Shares, but must dissent with respect to all of the META Shares held by the holder.

 

It is a condition to High Tide’s obligation to complete the Arrangement that META Shareholders holding no more than 5% of the META Shares shall have exercised Dissent Rights that have not been withdrawn as at the Effective Date.

 

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An application may be made to the Court by High Tide or by a Dissenting Shareholder to fix the fair value of the Dissenting Shareholder’s META Shares. If such an application to the Court is made by either High Tide or a Dissenting Shareholder, High Tide must, unless the Court otherwise orders, send to each Dissenting Shareholder who holds the same type of META Shares for which the application was made, a written offer to pay such Person an amount considered by High Tide to be the fair value of the META Shares held by such Dissenting Shareholders. The offer, unless the Court otherwise orders, will be sent at least 10 days before the date on which the application is returnable, if High Tide is the applicant, or within 10 days after High Tide is served with notice of the application, if a Dissenting Shareholder is the applicant. The offer will be made on the same terms to each Dissenting Shareholder and will be accompanied by a statement showing how the fair value was determined.

 

In such circumstances, a Dissenting Shareholder may make an agreement with High Tide for the purchase of its META Shares in the amount of High Tide’s offer (or otherwise) at any time before the Court pronounces an order fixing the fair value of the applicable META Shares.

 

A Dissenting Shareholder is not required to give security for costs in respect of an application and, except in special circumstances, will not be required to pay the costs of the application and appraisal. On the application, the Court will make an order fixing the fair value of the META Shares of all Dissenting Shareholders who are parties to the application, giving judgment in that amount against High Tide and in favour of each of those Dissenting Shareholders, and fixing the time within which High Tide must pay that amount payable to the Dissenting Shareholders. The Court may, in its discretion, allow a reasonable rate of interest on the amount payable to each Dissenting Shareholder calculated from the date on which the Dissenting Shareholder ceases to have any rights as a META Shareholder until the date of payment.

 

On the Arrangement becoming effective, or upon the making of an agreement between High Tide and a Dissenting Shareholder as to the payment to be made by High Tide to the Dissenting Shareholder, or the pronouncement of a Court order, whichever first occurs, the Dissenting Shareholder will cease to have any rights as a META Shareholder other than the right to be paid the fair value of such META Shares in the amount agreed to between High Tide and the Dissenting Shareholder or in the amount of the judgment, as the case may be. Until one of these events occurs, the Dissenting Shareholder may withdraw its dissent, or if the Arrangement has not yet become effective, the Corporation may rescind the Arrangement Resolution, and in either event, the dissent and appraisal proceedings in respect of that Dissenting Shareholder will be discontinued.

 

High Tide shall not make a payment to a Dissenting Shareholder if there are reasonable grounds for believing that High Tide is or would after the payment be unable to pay its liabilities as they become due, or that the realizable value of the assets of High Tide would thereby be less than the aggregate of its liabilities. In such event, High Tide shall notify each Dissenting Shareholder that it is lawfully unable to pay such Dissenting Shareholders for their META Shares in which case the Dissenting Shareholder may, by written notice to High Tide within 30 days after receipt of such notice, withdraw its written objection, in which case such META Shareholders shall, in accordance with the Interim Order, be deemed to have participated in the Arrangement as a META Shareholder. If the Dissenting Shareholder does not withdraw its written objection it retains its status as a claimant against High Tide to be paid as soon as High Tide is lawfully entitled to do so or, in a liquidation, to generally be ranked subordinate to creditors but prior to its shareholders.

 

All META Shares held by registered META Shareholders who exercise their Dissent Rights will, if the holders are ultimately entitled to be paid the fair value thereof, be deemed to be transferred to the Corporation in exchange for such fair value as of the Effective Date. If such META Shareholders are ultimately not entitled to be paid the fair value for the META Shares, such META Shares will be deemed to have participated in the Arrangement on the same basis as any non-Dissenting Shareholder as at and from the Effective Time.

 

The above summary does not purport to provide a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of their META Shares. Section 191 of the ABCA, as modified by the Interim Order, requires adherence to the procedures established therein and failure to do so may result in the loss of all rights thereunder. Accordingly, each Dissenting Shareholder who is considering exercising Dissent Rights should carefully consider and comply with the provisions of that section, the full text of which is set out in Appendix E to this Information Circular, as modified by the Interim Order, and consult their own legal advisor.

 

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INFORMATION CONCERNING META

 

General

 

The Corporation was incorporated pursuant to the provisions of the ABCA on June 18, 2015 as “Brassneck Capital Corp.” (“Brassneck”). Prior thereto, National Access Cannabis Corp. (“Old NAC”) was incorporated pursuant to the provisions of the Business Corporations Act (British Columbia) on November 14, 2014.

 

On August 30, 2017, Old NAC completed a reverse takeover of Brassneck (the “RTO”) pursuant to the terms of an amalgamation agreement dated July 10, 2017 (the “Amalgamation Agreement”) among Brassneck, Old NAC and 1119622 B.C. Ltd. (“Subco”), a wholly-owned Subsidiary of Brassneck. In accordance with the terms of the Amalgamation Agreement, Subco merged with Old NAC under the provisions of the Business Corporations Act (British Columbia) and the combined entity, National Access Clinic Corp., became a wholly-owned Subsidiary of the Corporation. In connection with the RTO, Brassneck completed a share split of all of its issued and outstanding common shares (in this paragraph, the “Share Split”) and all outstanding options and warrants to purchase common shares on the basis of 1.205 post-Share Split common shares for every one pre-Share Split common share. Upon completion of the RTO, META Shares were issued to former shareholders of Old NAC, on a one-for-one basis and the business and shareholders of Old NAC became the business and shareholders of the Corporation. The Corporation filed Articles of Amendment on August 30, 2017 and changed its name to “National Access Cannabis Corp.”.

 

In connection with the RTO, the TSXV required that the Corporation deliver an undertaking (the “TSXV Undertaking”) confirming that, while listed on the TSXV, the Corporation will only conduct the business of owning and operating medical clinics that aim to connect Canadians with cannabis producers licensed under the ACMPR in accordance with applicable law, unless prior approval is obtained from TSXV. In accordance with the TSXV Undertaking, in the fall of 2017, the Corporation received TSXV approval to pursue business opportunities in Canada’s recreational retail cannabis sector.

 

The head office of the Corporation is located at Suite 200, 56 Aberfoyle Crescent, Toronto, Ontario M8X 2W4. The registered office of the Corporation is located at 1900, 520 3rd Avenue SW, Calgary, Alberta, Canada T2P 0R3.

 

The META Shares are listed on the TSXV under the trading symbol “META”. The Corporation is currently a reporting issuer in each of the provinces of Canada other than Quebec.

 

On November 1, 2019, the Corporation registered “Meta Growth” as a business name and began to conduct business under Meta Growth, and on February 19, 2020, changed its name to “META Growth Corp.”.

 

The following chart illustrates, as of the date hereof, META’s material Subsidiaries, including their respective jurisdiction of incorporation/governing law and the percentage of voting securities beneficially owned, directly or indirectly, by META.

 

Company Name   Ownership Interest by META   Classification (Subsidiary, associate, other)   Jurisdiction of Incorporation
The Green Company Ltd.   100%   Subsidiary   Alberta
National Access Canada Corporation   100%   Subsidiary   Canada

 

Description of the Business of META

 

META and its Subsidiaries are in the business of operating retail stores to sell and distribute cannabis and cannabis related products in Canada.

 

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Recent Developments

 

On June 26, 2020, META announced that it sold its Canadian medical clinics business unit to The Clinic Network Canada Inc. for total consideration of up to $800,000, of which $500,000 in cash was received on transaction close, with an earn-out of up to $300,000 within 12 months after close paid in common shares of The Clinic Network Canada Inc.

 

On June 30, 2020, META executed and closed a share purchase agreement whereby META acquired all of the issued and outstanding shares of 11522302 Canada Inc., which operates a retail cannabis location in Toronto, Ontario. Under the terms of the share purchase agreement, the total purchase price payable amounted to $687,576, subject to working capital adjustments amounting to $36,103.58. The total consideration paid amounted to $723,679.58, with the entire purchase price paid in cash.

 

On July 17, 2020, META executed an asset purchase agreement to acquire a recreational cannabis store in Kitchener, Ontario currently owned by one of the winners of the Ontario cannabis lottery. The total consideration amounts to $1,400,000, comprised of $150,000 in cash and approximately $1,250,000 in related party debt. The transaction successfully closed on September 18, 2020.

 

On July 18, 2020, META executed a share purchase agreement to acquire all of the issued and outstanding shares of 2208292 Alberta Ltd. (“Bud & Sally”). Bud & Sally operates a recreational cannabis retail store in Waterloo, Ontario. The total consideration amounts to $1,150,001, payable in cash. The transaction successfully closed on August 26, 2020.

 

On August 20, 2020, META entered into the Arrangement Agreement with High Tide. Pursuant to the Arrangement, META Shareholders (other than Dissenting Shareholders) will receive for each META Share held, 0.824 of one High Tide Share. See “The Arrangement – Summary of the Arrangement”, “The Arrangement – Arrangement Steps”, “The Arrangement – Effects of the Arrangement” and “Risk Factors – Risks Relating to the Arrangement” in the Information Circular.

 

On August 31, 2020, META sold all of the issued and outstanding shares of 11522302 Canada Inc., the company that operates a retail cannabis location in Toronto, Ontario for a total cash purchase price of $750,000 plus net working capital of the business at the date of close. The net working capital is expected to be finalized within 30 days of the closing date.

 

Market for META Shares

 

The META Shares are listed and traded on the TSXV. The trading symbol for the META Shares is “META”.

 

The following table sets forth the reported high and low sales prices (which are not necessarily the closing prices) and the trading volumes for the META Shares on the TSXV as reported by sources META believes to be reliable for the periods indicated:

 

    Price Range ($)     Trading Volume  
Date   High     Low        
2019                        
January     0.76       0.54       7,514,395  
February     0.75       0.61       8,039,256  
March     0.87       0.66       14,620,905  
April     1.04       0.77       25,007,930  
May     0.83       0.60       5,549,564  
June     0.75       0.52       10,126,792  
July     0.64       0.47       6,421,448  
August     0.52       0.40       4,387,835  
September     0.60       0.38       4,891,639  
October     0.42       0.27       7,083,622  
November     0.30       0.16       12,710,043  
December     0.41       0.17       21,814,035  

 

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    Price Range ($)     Trading Volume  
Date   High     Low        
2020                        
January     0.37       0.18       23,833,938  
February     0.19       0.11       21,611,062  
March     0.16       0.07       19,820,644  
April     0.13       0.09       12,683,004  
May     0.16       0.10       15,431,955  
June     0.18       0.12       8,291,098  
July     0.14       0.11       2,963,618  
August     0.16       0.11       8,609,121  
September 1-22     0.14       0.12       3,507,172  

 

On August 20, 2020, the last trading day prior to the date of the public announcement of the Arrangement, the closing price of the META Shares on the TSXV was $0.12. On September 22, 2020, the last trading day prior to the date of this Circular, the closing price of the META Shares on the TSXV was $0.12.

 

Legal Proceedings and Regulatory Actions

 

During the period between September 1, 2018 and the date hereof, other than as set forth below, there are no material legal proceedings that META is or was a party to, or that any of META’s property is or was the subject of and there are no such legal proceedings that META knows to be contemplated. For the purposes of the foregoing, a legal proceeding is not considered to be “material” by the Corporation if it involves a claim for damages and the amount involved, exclusive of interest and costs, does not exceed 10% of the Corporation’s current assets, provided that if any proceeding presents in large degree the same legal and factual issues as other proceedings pending or known to be contemplated, the Corporation has included the amount involved in the other proceedings in computing the percentage. META has entered into an offer to lease with a landlord in respect of a property in Ontario. META and the landlord are currently in dispute with respect to the terms of the offer to lease. As of the date hereof, no legal action has been commenced.

 

Auditors, Transfer Agent and Registrar

 

MNP LLP, Chartered Accountants, of Ottawa, Ontario, are the auditors of META and were appointed as the auditors of the Corporation on August 30, 2017.

 

The transfer agent and registrar for the META Shares is TSX Trust Company at its offices in Calgary, Alberta

 

INFORMATION CONCERNING HIGH TIDE

 

Upon completion of the Arrangement, each META Shareholder entitled to High Tide Shares under the Plan of Arrangement will become a shareholder of High Tide and META will be a wholly-owned Subsidiary of High Tide. See Appendix D – “Information Concerning High Tide” for additional information relating to High Tide.

 

GENERAL PROXY MATTERS

 

Solicitation of Proxies

 

This solicitation is made on behalf of the management of the Corporation. The cost incurred in the preparation and mailing of both the instrument of proxy and this Information Circular will be borne by the Corporation. In addition to the use of mail, proxies may be solicited by personal interviews, personal delivery, telephone or any form of electronic communication by Kingsdale or the directors, officers and employees of the Corporation who will not be directly compensated therefor. Any third party costs thereof will be borne by the Corporation.

 

The Corporation has engaged Kingsdale as strategic shareholder advisor and proxy solicitation agent and will pay fees of approximately $50,000.00 to Kingsdale for the proxy solicitation service in addition to certain out-of-pocket expenses. META Shareholders can contact Kingsdale by mail at Kingsdale Advisors, The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, ON M5X 1E2, by toll-free telephone in North America at 1-800-749-9052, by facsimile at 1-416-867-2271 or by e-mail at contactus@kingsdaleadvisors.com.

 

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META may utilize the Broadridge QuickVoteTM service to assist non-objecting beneficial META Shareholders with voting their META Shares. Non-objecting beneficial META Shareholders may be contacted by Kingsdale Advisors to conveniently obtain a vote directly over the telephone. Broadridge then tabulates the results of all instructions received and provides the appropriate instructions respecting the voting of such META Shares to be represented at the Meeting.

 

Management of the Corporation intends to pay for intermediaries to forward to objecting Beneficial Shareholders the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary.

 

Voting by Registered Shareholders

 

META Shareholders who hold common shares registered directly in their name may vote at the Meeting virtually by following the steps listed below:

 

(a) Type https://web.lumiagm.com/232399830 into the URL bar of your internet browser at least 15 minutes before the Meeting starts. Please do not do a Google search. Do not use Internet Explorer. The best browser to use the Lumi platform is Google Chrome.

 

(b) Click on “I have a control number”.

 

(c) Enter your 12-digit control number (found on your proxy form)

 

(d) Enter the password: meta2020 (case sensitive)

 

(e) When the ballots have been opened, you will see them appear on your screen.

 

Each META Shareholder submitting a proxy has the right to appoint a person to represent him or it at the Meeting other than the persons designated in the instrument of proxy furnished by the Corporation. The META Shareholder may exercise this right by striking out the names of the persons so designated and inserting the name of the desired representative in the blank space provided, or by completing another form of proxy and in either case depositing the proxy with TSX Trust Company at the place and within the time specified for the deposit of proxies.

 

The META Shareholder or its appointee must then register with TSX Trust Company in advance of the Meeting by emailing tsxtrustproxyvoting@tmx.com the “Request for Control Number” form, which can be found here https://tsxtrust.com/resource/en/75. If you are a non-registered shareholder and want to vote online at the Meeting, you must appoint yourself as proxyholder and register with TSX Trust Company in advance of the Meeting by emailing tsxtrustproxyvoting@tmx.com the “Request for Control Number” form, which can be found here https://tsxtrust.com/resource/en/75.

 

Appointment and Revocation of Proxies

 

In order to be effective, a proxy must be forwarded so as to reach or be deposited with TSX Trust Company, Attention: Proxy Department, 301 - 100 Adelaide Street West, Toronto, Ontario M5H 4H1, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof. META Shareholders may also use the internet site at www.voteproxyonline.com to transmit their voting instructions. A proxy must be executed by the META Shareholder or by his attorney authorized in writing, or if the shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized. A proxy is valid only at the Meeting in respect of which it is given or any adjournment or postponement of the Meeting.

 

Each META Shareholders submitting a proxy has the right to appoint a person to represent him or it at the Meeting other than the persons designated in the instrument of proxy furnished by the Corporation. The META Shareholder may exercise this right by striking out the names of the persons so designated and inserting the name of the desired representative in the blank space provided, or by completing another form of proxy and in either case depositing the proxy with TSX Trust Company at the place and within the time specified above for the deposit of proxies.

 

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An instrument of proxy may be revoked by the person giving it at any time prior to the exercise thereof. If a person who has given a proxy attends personally at the Meeting at which such proxy is to be voted, such person may revoke the proxy and vote in person by depositing an instrument in writing executed by the META Shareholder or its attorney authorized in writing with the chair of the Meeting on the day of the Meeting or any adjournment or postponement thereof. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the META Shareholder or its attorney authorized in writing, or if the META Shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized, and deposited with TSX Trust Company at the place specified above for the deposit of proxies and at any time up to and including the last Business Day preceding the Meeting, or any adjournment or postponement thereof.

 

Exercise of Discretion of Proxy

 

The META Shares represented by the enclosed instrument of proxy will be voted or withheld from voting in accordance with the instructions of the META Shareholder. The persons appointed under the enclosed instrument of proxy are conferred with discretionary authority with respect to amendments or variations of those matters specified in the instrument of proxy and Notice of Meeting and with respect to any other matters which may properly be brought before the Meeting or any adjournment thereof. If any such matters should come before the Meeting, it is the intention of the persons named in the enclosed instrument of proxy to vote such proxy in accordance with their best judgment unless the META Shareholder has specified to the contrary or that META Shares are to be withheld from voting. At the time of printing this Information Circular, management of the Corporation is not aware of any such amendment, variation or other matter.

 

Unless otherwise specified, proxies in the accompanying form will be voted in favour of the Arrangement Resolution.

 

Advice for Beneficial Holders

 

The information set forth in this section is of significant importance to many META Shareholders, as a substantial number of META Shareholders do not hold META Shares in their own name. META Shareholders who do not hold their META Shares in their own name (referred to herein as “Beneficial Shareholders”) are advised that only proxies from META Shareholders of record can be recognized and voted upon at the Meeting. If META Shares are listed in an account statement provided to a Person by a broker, then in almost all cases those META Shares will not be registered in the Person’s name on the records of the Corporation. Such META Shares will more likely be registered under the name of the Person’s broker or an agent of that broker. In Canada, the vast majority of such META Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depositary for Securities Limited, which acts as nominee for many Canadian brokerage firms). In the United States, the majority of such shares are registered in the name of CEDE & Co., which company acts as a nominee for many U.S. brokerage firms.

 

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their META Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the form of proxy provided directly to registered META Shareholders by the Corporation. However, its purpose is limited to instructing the registered META Shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge in Canada (“Broadridge”). Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of META Shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote META Shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of META Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the META Shares voted. If you have any questions respecting the voting of META Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

 

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Beneficial Shareholders can vote prior to the voting deadline in one of the following ways:

 

(a) Internet: Go to www.proxyvote.com. Enter the 16-digit Control Number printed on the VIF and follow the instructions on screen.

 

(b) Phone: For Canadian beneficial shareholders, call 1-800-474-7493 (English) or 1-800-474-7501 (French). For United States shareholders, call 1-800-454-8683. You will need to enter your 16-digit Control Number. Follow the interactive voice recording instructions to submit your vote.

 

(c) Mail: Enter your voting instructions, sign and date the VIF, and return the completed VIF in the enclosed postage paid envelope.

 

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting META Shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered META Shareholder and vote the META Shares in that capacity.

 

A Beneficial Shareholder entitled to vote at the Meeting may vote at the Meeting virtually by following the steps listed below:

 

(a) Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or voting information form. Do not fill out your voting instructions.

 

(b) Sign and send it to your intermediary, adhering to the voting deadline and submission instructions on the voting instruction form.

 

(c) Obtain a control number by contacting TSX Trust Company by emailing tsxtrustproxyvoting@tmx.com the “Request for Control Number” form, which can be found here https://tsxtrust.com/resource/en/75. Request for control numbers must be made prior to 11:00 a.m. (EST) on October 26, 2020.

 

(d) Type https://web.lumiagm.com/232399830 in your browser at least 15 minutes before the Meeting starts. Please do not do a Google search. Do not use Internet Explorer. The best browser to use the Lumi platform is Google Chrome.

 

(e) Click on “I have a control number”.

 

(f) Enter your 12-digit control number provided by TSX Trust Company through email.

 

(g) Enter the password: meta2020 (case sensitive)

 

(h) When the ballots have been opened, you will see them appear on your screen.

 

If you have any questions respecting the voting of META Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance. All references to META Shareholders in this Information Circular and the accompanying instrument of proxy and Notice of Meeting are to META Shareholders of record, unless specifically stated otherwise.

 

Procedure and Votes Required

 

The Interim Order provides that each holder of META Shares at the close of business on the Record Date will be entitled to receive notice of, to attend and to vote on the Arrangement Resolution at the Meeting. Any transferee or person acquiring META Shares after the Record Date may, on proof of ownership of META Shares, demand of the Transfer Agent not later than 10 days before the Meeting that his or its name be included in the list of persons entitled to attend and vote at the Meeting. As at the Record Date, the Corporation had 236,679,686 META Shares outstanding. Each META Share confers upon the holder thereof the right to one vote.

 

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Under the by-laws of the Corporation, a quorum for the transaction of business at any meeting of the META Shareholders shall consist of two persons holding or representing by proxy not less than 5% of the outstanding META Shares entitled to vote at the Meeting. If any META Share entitled to be voted at the Meeting is held by two or more persons jointly, the persons or those of them who attend the Meeting constitute only one META Shareholder for the purpose of determining whether a quorum of META Shareholders is present.

 

To the knowledge of the directors and executive officers of the Corporation, as of the date hereof no person or company beneficially owns, or controls or directs, directly or indirectly, more than 10% of the voting rights attached to all of the outstanding META Shares as at the date of this Information Circular.

 

Pursuant to the Interim Order, each META Shareholder will be entitled to vote in accordance with the provisions set out below.

 

(a) each META Shareholder entitled to vote at the Meeting will be entitled to one vote for each META Share held;

 

(b) the Arrangement will require approval by not less than 662/3% of the votes cast by the META Shareholders, virtually present or represented by proxy at the Meeting;

 

(c) the quorum at the Meeting in respect of META Shareholders shall be at least two persons holding or representing by proxy not less than 5% of the outstanding shares of the Corporation entitled to vote at the Meeting; and

 

(d) if within 30 minutes of the appointed time of the Meeting a quorum in respect of the META Shareholders is not present, the Meeting shall stand adjourned to the same day in the next week at the time and place as determined by the chair of the Meeting, and if at such adjourned meeting a quorum of META Shareholders is not present, the META Shareholders present shall be a quorum for all purposes.

 

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

 

No director, proposed nominee for election as a director of the Corporation, executive officer, employee or former executive officer, director or employee of the Corporation, or any associate of any such director, officer or employee is, or has been at any time since the beginning of the most recently completed financial year of the Corporation, indebted to the Corporation, nor, at any time since the beginning of the most recently completed financial year of the Corporation has, any indebtedness of any such person been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation.

 

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

 

Except as disclosed under “The Arrangement – Interests of Directors and Executive Officers in the Arrangement”, none of the Corporation’s directors or executive officers or companies or persons that beneficially own or control or direct, directly or indirectly, or a combination of both, more than 10% of the META Shares, a director or executive officer of such 10% holder, or any of their respective associates and affiliates, has any material interest in any transaction with the Corporation since the commencement of the Corporation’s last financial year or in any proposed transaction which has materially affected or would materially affect the Corporation which has not been previously disclosed.

 

There are potential conflicts of interest to which the directors and officers of the Corporation may be subject in connection with the operations of the Corporation. Some of the directors and officers of the Corporation are engaged and will continue to be engaged in other business opportunities on their own behalf and on behalf of other corporations and situations may arise where such directors and officers will be in competition with the Corporation. Individuals concerned shall be governed in any conflicts or potential conflicts by applicable Law and internal policies of the Corporation.

 

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

 

No director or executive officer of the Corporation or any associate or affiliate of any one of them, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting, except as described in this Information Circular under the heading “The Arrangement – Interests of Directors and Executive Officers in the Arrangement”.

 

70

 

INTERESTS OF EXPERTS

 

Certain legal matters in connection with the Arrangement will be passed upon for the Corporation by Borden Ladner Gervais LLP. Certain legal matters in connection with the Arrangement will be passed upon for High Tide by Garfinkle Biderman LLP.

 

As at the date hereof, the partners and associates of Borden Ladner Gervais LLP beneficially own, directly or indirectly, less than 1% of the outstanding META Shares and less than 1% of the outstanding High Tide Shares.

 

Shimmy Posen, a partner at Garfinkle Biderman LLP, holds 3,032,127 High Tide Shares. Excluding Mr. Posen, partners and associates of Garfinkle Biderman LLP beneficially own, directly or indirectly, less than 1% of the outstanding META Shares and less than 1% of the outstanding High Tide Shares. Mr. Posen does not hold any META Shares.

 

MNP LLP, the auditors of META have confirmed to META that they are independent with respect to META within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of Ontario.

 

MNP LLP, High Tide’s former and independent auditors, have prepared an independent audit report dated February 28, 2020 in respect of the High Tide Annual Financial Statements. MNP LLP have confirmed that they are independent of High Tide within the meaning of the ‘Rules of Professional Conduct’ of the Institute of Chartered Accountants of Alberta.

 

Echelon has prepared for and delivered to the META Board the Fairness Opinion with respect to the Arrangement, a copy of which is attached to this Information Circular as Appendix C. Echelon, or any partner or associate thereof, has not received nor will receive a direct or indirect interest in the property of META or High Tide. The partners and associates of Echelon do not own, beneficially, directly or indirectly, any of the issued and outstanding META Shares and High Tide Shares as of the date of this Information Circular. In addition, Echelon and its affiliates act as a trader and dealer, both as principal and agent, in major financial markets and, as such, may have had and may in the future have long or short positions in the securities of META, High Tide or any of their respective associates or affiliates and, from time to time, may have executed or may execute transactions on behalf of such companies or clients for which it receives or may receive commissions. As an investment dealer, Echelon and its affiliates conduct research on securities and may, in the ordinary course of their business, provide research reports and investment advice to its clients on investment matters, including with respect to META, High Tide and the Arrangement. In addition, Echelon and its affiliates may, in the ordinary course of its business, provide other financial services to META, High Tide or any of their associates or affiliates.

 

RELIANCE

 

The information concerning High Tide contained in this Information Circular has been provided by High Tide. Although META has no knowledge that would indicate that any of such information is untrue or incomplete, META does not assume any responsibility for the accuracy or completeness of such information or the failure by High Tide to disclose events which may have occurred or may affect the completeness or accuracy of such information but which are unknown to META.

 

ADDITIONAL INFORMATION

 

Additional information relating to META is available under META’s profile on the SEDAR website at www.sedar.com. Financial information in respect of META and its affairs is provided in META’s annual financial statements for the year ended August 31, 2019 and the related management’s discussion and analysis. Copies of META’s financial statements and related management’s discussion and analysis are available on SEDAR at www.sedar.com and will be sent by META to any META Shareholder upon request by contacting the Corporation’s Chief Financial Officer at mike.cosic@metagrowth.com.

 

71

 

APPENDIX A

 

ARRANGEMENT RESOLUTION

 

BE IT RESOLVED THAT:

 

(a) The arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) involving High Tide Inc. (“High Tide”), META Growth Corp. (“META”) and the shareholders of META (the “META Shareholders”) as more particularly described and set forth in the management information circular of META dated September 23, 2020 (the “Circular”), as may be supplemented, amended and modified in accordance with the arrangement agreement dated as of August 20, 2020 between High Tide and META, as amended, modified or supplemented from time to time (the “Arrangement Agreement”), and all the transactions contemplated therein, are hereby authorized, approved and adopted.

 

(b) The plan of arrangement involving High Tide, META and the META Shareholders, as it may be or have been supplemented, amended or modified in accordance with its terms and the Arrangement Agreement (the “Plan of Arrangement”), the full text of which is set out in Schedule A to the Arrangement Agreement, is hereby authorized, approved and adopted.

 

(c) Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the META Shareholders or that the Arrangement has been approved by the Alberta Court of Queen’s Bench (the “Court”), the directors of META are hereby authorized and approved, at their discretion, without further notice to or approval of the META Shareholders: (a) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, as applicable, and, if required, approved by the Court; and (b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.

 

(d) The: (a) Arrangement Agreement and all the transactions contemplated therein; (b) actions of the directors of META in approving the Arrangement and the Arrangement Agreement; and (c) actions of the directors and officers of META in executing and delivering the Arrangement Agreement and causing the performance by META of its obligations thereunder, and any amendments, modifications or supplements thereto, are hereby ratified and approved.

 

(e) Any officer or director of META is hereby authorized and directed for and on behalf of META to make an application to the Court for a final order approving the Arrangement on the terms set forth in the Arrangement Agreement and Plan of Arrangement, as they may be amended, modified or supplemented in accordance with their terms and as described in the Circular, and to deliver to the Registrar under the ABCA the arrangement filings and such other documents as are necessary or desirable to the Registrar pursuant to the ABCA in accordance with the Arrangement Agreement and the Plan of Arrangement.

 

(f) Any officer or director of META is hereby authorized and directed for and on behalf of META to execute or cause to be executed and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person’s opinion may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.”

 

A - 1

 

APPENDIX B

 

INTERIM ORDER

 

B - 1

 

  Clerk’s Stamp:

 

COURT FILE NUMBER

 

COURT   COURT OF QUEEN’S BENCH OF ALBERTA  
       
JUDICIAL CENTRE   CALGARY  
       
MATTER   IN THE MATTER OF Section 193 of the Business Corporations Act, R.S.A. 2000, c. B-9, as amended  
       
    AND IN THE MATTER OF a proposed plan of arrangement involving META Growth Corp., High Tide Inc., and the shareholders of META Growth Corp.  
       
APPLICANT   META GROWTH CORP.  
       
DOCUMENT   INTERIM ORDER  

 

     
ADDRESS FOR SERVICE AND
CONTACT INFORMATION OF
PARTY FILING THIS DOCUMENT
  BORDEN LADNER GERVAIS LLP
Centennial Place, East Tower
1900, 520 – 3rd Avenue S.W.
 Calgary, Alberta T2P 0R3
Telephone: (403) 232-9500
Fax Number: (403) 266-1395
     
    Attention: David T. Madsen, Q.C.
     
    File No.:  442617-000065
     
Date on Which Order Was Pronounced:   SEPTEMBER 22, 2020
     
Name of Judge Who Made This Order:   The Honourable Justice G.A. Campbell

 

INTERIM ORDER

 

UPON the Originating Application (the “Application”) of META Growth Corp. (“META”) pursuant to Section 193 of the Business Corporations Act, R.S.A., 2000, c. B-9 (the “ABCA”);

 

AND UPON reading the Affidavit of Michael Cosic, Chief Financial Officer of META, sworn September 18, 2020 and the documents referred to therein (the “Affidavit”);

 

AND UPON hearing counsel for META;

 

 

 

FOR THE PURPOSES OF THIS INTERIM ORDER:

 

  (a) the capitalized terms not defined in this interim order (the “Order”) shall have the meanings attributed to them in the management information circular and proxy statement of META (the “Information Circular”), a draft copy of which is attached as Exhibit “A” to the Affidavit; and

 

  (b) all references to “Arrangement” used herein mean the plan of arrangement as described in the Affidavit and in the form attached as Schedule A to the Arrangement Agreement, which is attached as Exhibit “B” to the Affidavit.

 

IT IS HEREBY ORDERED AND ADJUDGED THAT:

 

General

 

1. META shall seek approval of the Arrangement by the holders (the “META Shareholders”) of common shares (the “META Shares”) of META, in the manner set forth below.

 

The Meeting

 

2. META shall call and conduct a special meeting (the “Meeting”) of META Shareholders on or about October 27, 2020. At the Meeting, the META Shareholders will consider and vote upon the Arrangement Resolution and such other business as may be properly brought before the Meeting or any adjournment or postponement thereof, all as more particularly described in the Information Circular. META Shareholders shall be entitled to one vote in respect of the Arrangement Resolution for each META Share held.

 

3. A quorum at the Meeting shall be at least two persons holding or representing by proxy not less than 5% of the outstanding META Shares entitled to vote at the Meeting. If a quorum is present at the opening of the Meeting, the META Shareholders present or represented may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the Meeting. If within 30 minutes of the appointed time of the Meeting a quorum in respect of the META Shareholders is not present, the Meeting shall stand adjourned to the same day in the next week at the time and place as determined by the Chairman of the Meeting, and if at such adjourned meeting a quorum of META Shareholders is not present, the META Shareholders present shall be a quorum for all purposes.

 

2

 

4. In all other respects, the Meeting shall be conducted in accordance with the articles and bylaws of META and the ABCA, as modified by this Order.

 

5. The record date for the Meeting has been fixed by the META Board at the close of business on September 8, 2020 (the “Record Date”), which date shall not change as a consequence of any adjournment or postponement of the Meeting. META Shareholders of record as at the Record Date shall be entitled to receive notice of the Meeting. META Shareholders of record will be entitled to vote those META Shares included in the list of META Shareholders prepared as at the Record Date. If a META Shareholder transfers META Shares after the Record Date and the transferee of those META Shares, having produced properly endorsed certificates evidencing such META Shares or having otherwise established that the transferee owns such META Shares, demands, at least 10 days before the Meeting, that the transferee’s name be included in the list of META Shareholders entitled to vote at the Meeting, such transferee shall be entitled to vote such META Shares at the Meeting.

 

6. META is authorized and directed to send the Information Circular to the META Shareholders.

 

Conduct of the Meeting

 

7. The Chairman of the Meeting shall be any officer or director of META.

 

8. The only persons entitled to attend and speak at the Meeting shall be the META Shareholders or their authorized representatives, META’s directors and officers, META’s auditors and legal counsel, and such other persons permitted to attend the Meeting by the Chairman of the Meeting.

 

9. The Arrangement will require approval by not less than 662/3% of the votes cast by the META Shareholders present or represented by proxy at the Meeting.

 

10. To be valid, a proxy must be deposited with TSX Trust Company in the manner described in the Information Circular.

 

11. The Chair of the Meeting may waive generally any time limits for the deposit of proxies or communication of voting instructions if, in the exercise of his or her discretion, he or she deems it advisable to do so.

 

12. Notwithstanding anything contained in the articles or by-laws of META, in light of the novel coronavirus (COVID-19) pandemic and public health recommendations around physical distancing, the Meeting will allow META Shareholders to participate either in person or virtually by electronic means.

 

3

 

13. In the event the Meeting is held by virtual or other electronic means:

 

(a) META Shareholders and duly appointed proxyholders shall be permitted to attend the Meeting online, where they can participate, vote and submit questions during the Meeting’s live webcast; and

 

(b) META Shareholders and duly appointed proxyholders who are entitled to participate in, and vote at, the Meeting, and who are participating by electronic communications medium shall be deemed to be present at the Meeting.

 

14. In the event the Meeting is held in person:

 

(a) only the META Shareholders and duly appointed proxyholders may attend the Meeting in person, provided that the maximum number of META Shareholders and duly appointed proxyholders able to attend the Meeting in person is not more than the number permitted by law, including for greater certainty, orders of the Alberta Chief Medical Officer of Health, at the time of such Meeting; and

 

(b) only the META Shareholders and duly appointed proxyholders who attend in person at the Meeting shall be present at the Meeting.

 

15. The accidental omission to give notice of the Meeting or the non-receipt of the notice shall not invalidate any resolution passed or proceedings taken at the Meeting.

 

16. Subject to the Arrangement Agreement, META is authorized to adjourn or postpone the Meeting on one or more occasions (whether or not a quorum is present) and for such period or periods of time as META deems advisable, without the necessity of first convening the Meeting or first obtaining any vote of the META Shareholders (or any of them) in respect of the adjournment or postponement. Notice of such adjournment or postponement may be given by such method as META determines is appropriate in the circumstances. If the Meeting is adjourned or postponed in accordance with this Order, the references to the Meeting in this Order shall be deemed to be the Meeting as adjourned or postponed, as the context allows.

 

4

 

Dissent Rights

 

17. The registered holders of META Shares are, subject to the provisions of this Order and the Plan of Arrangement, accorded the right of dissent under Section 191 of the ABCA with respect to the Arrangement Resolution.

 

18. In order to exercise such right of dissent under subsection 191(5) of the ABCA:

 

(a) a written objection to the Arrangement Resolution must be received by META c/o its counsel Borden Ladner Gervais LLP, Suite 1900, 520 – 3rd Avenue S.W., Calgary, Alberta T2P 0R3, Attention: David T. Madsen, Q.C., by 5:00 p.m. (MST time) on October 22, 2020 (or the business day that is three business days prior to the date of the Meeting if it is not held on October 27, 2020);

 

(b) a dissenting META Shareholder shall not have voted their META Shares at the Meeting, either by proxy or in person, in favour of the Arrangement Resolution;

 

(c) a holder of META Shares may not exercise the right of dissent in respect of only a portion of the holder’s META Shares, but must dissent with respect to all of the META Shares held by the holder; and

 

(d) the exercise of such right of dissent must otherwise comply with the requirements of Section 191 of the ABCA, as modified by the Plan of Arrangement and this Order.

 

19. A Dissenting Shareholder shall, on the Effective Date, cease to have any rights as a holder of META Shares and shall only be entitled to be paid by High Tide Inc. (“High Tide”) the fair value of the Dissenting Shareholder’s META Shares. A Dissenting Shareholder who is paid the fair value of the holder’s META Shares shall be deemed to have transferred the holder’s META Shares to High Tide on the Effective Date, notwithstanding the provisions of Section 191 of the ABCA.

 

20. Subject to further order of this Court, the rights available to the META Shareholders under the ABCA and the Plan of Arrangement to dissent from the Arrangement Resolution shall constitute full and sufficient rights of dissent for the META Shareholders with respect to the Arrangement Resolution.

 

21. Notice to the META Shareholders of their right of dissent with respect to the Arrangement Resolution and to receive, subject to the provisions of the ABCA and the Plan of Arrangement, the fair value of their META Shares shall be given by including information with respect to this right in the Information Circular to be sent to META Shareholders in accordance with paragraph 22 of this Order.

 

5

 

Notice

 

22. An Information Circular, substantially in the form attached as Exhibit “A” to the Affidavit with amendments thereto as counsel for META may determine necessary or desirable (provided such amendments are not inconsistent with the terms of this Order), shall be sent, by or on behalf of META to:

 

(a) the registered META Shareholders who held META Shares as of the Record Date by pre-paid first class or ordinary mail, addressed to each such META Shareholder at his, her or its address as shown on the books and records of META as of the Record Date, not later than 21 days prior to Meeting; and

 

(b) the directors and auditors of META by pre-paid first class or ordinary mail, by courier, by delivery in person, or by electronic mail, addressed to each director and firm of auditors, as applicable, not later than 21 days prior to the date of the Meeting.

 

In calculating the 21 day period, the date of mailing shall be included and the date of the Meeting shall be excluded.

 

23. Delivery of the Information Circular in the manner directed by this Order shall be deemed to be good and sufficient service upon the META Shareholders, the directors and auditors of META of:

 

(a) this Order;

 

(b) the Notice of Special Meeting; and

 

(c) the Notice of Originating Application,

 

all in substantially the forms set forth in the Information Circular, together with instruments of proxy and such other material as META may consider fit.

 

Solicitation of Proxies

 

24. META is authorized to use the proxies enclosed with the Information Circular, subject to its ability to insert dates and other relevant information in the final forms of such proxy. META is authorized, at its expense, to solicit proxies, directly and through its officers, directors and employees, and through such agents or representatives as META may retain for that purpose, and such solicitation may be by mail or such other forms of personal and electronic communication as they may determine.

 

6

 

Amendments to the Arrangement

 

25. META is authorized to make such amendments, revisions or supplements to the Arrangement as it may determine necessary or desirable, provided that such amendments are made in accordance with and in the manner contemplated by the Arrangement Agreement. The Arrangement as so amended, revised or supplemented shall be the Arrangement submitted to the Meeting and the subject of the Arrangement Resolution, without need to return to this Court to amend this Order.

 

Amendments to the Meeting Materials

 

26. META is authorized to make such amendments, revisions or supplements (“Additional Information”) to the Information Circular, form of proxy (“Proxy”), Notice of Special Meeting, form of Letter of Transmittal and Notice of Originating Application as it may determine, and META may disclose such Additional Information, including material changes, by the method and in the time most reasonably practicable in the circumstances as determined by META. Without limiting the generality of the foregoing, if any material change or material fact arises between the date of this Order, and the date of the Meeting, which change or fact, if known prior to mailing of the Information Circular, would have been disclosed in the Information Circular, then:

 

(a) META shall advise the META Shareholders of the material change or material fact by disseminating and filing a news release (“News Release”) in accordance with applicable securities laws; and

 

(b) provided that the News Release describes the applicable material change or material fact in reasonable detail, META shall not be required to deliver an amendment to the Information Circular to the META Shareholders or otherwise give notice to the META Shareholders of the material change or material fact other than dissemination or filing of the News Release as aforesaid.

 

Final Application

 

27. Subject to further Order of this Court, and provided that the META Shareholders have approved the Arrangement in the manner directed by this Court and the directors of META have not revoked their approval of the Arrangement, META may proceed with an application for approval of the Arrangement and the Final Order on October 28, 2020 at 3:30 p.m. (MST time) or so soon thereafter as counsel may be heard at the Calgary Courts Centre, Calgary, Alberta. Subject to the Final Order, and to the issuance of the proof of filing of the Articles of Arrangement, all META Shareholders, META, High Tide, and all other persons will be bound by the Arrangement in accordance with its terms.

 

7

 

28. Any META Shareholder or any other interested party (“Interested Party”) desiring to appear at the hearing of the application for the Final Order is required to file with this Court and serve upon META on or before 4:00 p.m. (MST time) on October 20, 2020, a Notice of Intention to Appear including an address for service in the Province of Alberta, indicating whether such Interested Party intends to support or oppose the application or make submission thereat, together with a summary of the position such Interested Party intends to advocate before the Court and any evidence or materials which are to be presented to the Court. Service of this notice on META shall be effected by service upon the solicitors for META c/o Borden Ladner Gervais LLP, Suite 1900, 520 – 3rd Avenue S.W., Calgary, Alberta T2P 0R3, facsimile: (403) 266-1395, Attention: David T. Madsen, Q.C.

 

29. In the event that the application for the Final Order is adjourned, only those parties appearing before this Court for the application for the Final Order, and those Interested Parties serving a Notice of Intention to Appear in accordance with paragraph 28 of this Order, shall have notice of the adjourned date.

 

Leave to Vary Interim Order

 

30. META is entitled at any time to seek leave to vary this Interim Order upon such terms and the giving of such notice as this Court may direct.

 

  (signed) “G.A. Campbell
  Justice of the Court of Queen’s Bench of Alberta

 

8

 

APPENDIX C

 

FAIRNESS OPINION

 

C - 1

 

 

 

Echelon Wealth Partners Inc.

1 Adelaide Street East, Suite 2100
Toronto, Ontario, M5C 2V9

 

August 20, 2020

 

The Board of Directors of
Meta Growth Corp.

56 Aberfoyle Crescent, Suite 200
Toronto, Ontario M8X 2W4

 

Introduction

 

Echelon Wealth Partners Inc. (“Echelon”) understands that Meta Growth Corp. (“META”), and High Tide Inc. (“HITI”) are proposing to enter into a definitive arrangement agreement dated August 21, 2020 (the “Arrangement Agreement”) pursuant to which, among other things, HITI will acquire all of the issued and outstanding common shares of META (each a “META Share”, and collectively, the “META Shares”) on the basis of 0.824 HITI common shares (each a “HITI Share” and collectively the “HITI Shares”) for each META Share (the “Consideration”).

 

The transactions contemplated by the Arrangement Agreement will be effected in accordance with the terms and conditions of a court approved plan of arrangement (the “Arrangement” or the “Transaction”) to be carried out under the provisions of Business Corporations Act (Alberta). The specific terms and conditions of the Arrangement will be fully described in the Management Information Circular of META (the “Circular”) to be mailed to holders of META Shares (the “META Shareholders”) in connection with a special meeting of META Shareholders to be held to consider and, if deemed advisable, approve the Arrangement.

 

Echelon also understands that HITI will enter into voting and support agreements (the “META Voting and Support Agreements”) with certain META directors, officers and other significant shareholders representing 14.1% of the issued and outstanding META Shares (collectively, the “META Supporting Shareholders”) whereby each META Supporting Shareholder will agree to, among other things, vote their META Shares in favour of the Arrangement (subject to the terms and conditions of the META Voting and Support Agreements).

 

META retained Echelon to provide advice and assistance to the board of directors of META (the “Board”) including, as the Board may request, the preparation and delivery to the Board of Echelon’s opinion as to the fairness, from a financial point of view, of the Consideration to be received under the Arrangement by the META Shareholders (the “Opinion”).

 

Echelon Wealth Partners | 1 Adelaide St. E, Suite 2100 | Toronto, Ontario | M5C 2V9 | 416.572.5523

 

 

Page 1 of 9

 

 

 

Engagement of Echelon

 

Echelon was formally engaged by META pursuant to an engagement agreement dated June 06, 2020 (the “Engagement Agreement”). The Engagement Agreement provides the terms upon which Echelon has agreed to act as a financial advisor to META in connection with the Arrangement during the term of the Engagement Agreement.

 

The terms of the Engagement Agreement provide that Echelon is to be paid certain fees for its services as financial advisor, including (i) a fixed fee payable upon closing of the Transaction. In addition, META has agreed to reimburse Echelon for its reasonable out-of-pocket expenses and to indemnify, among others, Echelon in certain circumstances, against certain expenses, losses, claims, actions, suits, proceedings, damages and liabilities which may arise directly or indirectly from services performed by Echelon in connection with the Engagement Agreement.

 

Subject to the terms of the Engagement Agreement, Echelon consents to the inclusion of the Opinion in the Circular, with a summary thereof, in a form acceptable to Echelon, to be mailed to META Shareholders and to the filing thereof by META with the required applicable Canadian securities regulatory authorities.

 

Echelon has not been engaged to prepare, and has not prepared, a valuation (formal or otherwise) or appraisal of META or HITI, or any of their assets, securities or liabilities (whether on a standalone basis or as a combined entity), and the Opinion should not be construed as such.

 

As a fairness opinion, the Opinion has been prepared in accordance with the Disclosure Standards for Formal Valuations and Fairness Opinions of the Investment Industry Regulatory Organization of Canada (“IIROC”) but IIROC has not been involved in the preparation or review of the Opinion.

 

Credentials of Echelon

 

Echelon is an independent investment banking firm that offers an integrated platform of equity research, institutional sales and trading, investment banking and private client services. As part of Echelon’s investment banking activities, it is regularly engaged in providing fairness opinions, valuations of securities in connection with mergers and acquisitions, public offerings and private placements of listed and unlisted securities and regularly engage in market making, underwriting and secondary trading of securities in connection with a variety of transactions across a variety of sectors, including technology, media and communications, healthcare, consumer and diversified, real estate, and metals and mining.

 

The Opinion represents the opinion of Echelon and its form and content have been approved for release by a committee of Senior Executives and Managing Directors of Echelon, each of whom is experienced in merger, acquisition, divestiture, valuation, fairness and adequacy opinion matters.

 

 

Page 2 of 9

 

 

 

Relationship with Interested Parties

 

Neither Echelon nor any of its affiliates is an insider, associate or affiliate (as those terms are defined in the Securities Act (Ontario) (the “Securities Act”)) of META or HITI or any of their respective associates or affiliates (collectively, the “Interested Parties”). Neither Echelon nor any of its affiliates is an advisor to any of the Interested Parties with respect to the Arrangement other than to META pursuant to the Engagement Agreement.

 

Echelon previously acted as the lead underwriter and sole bookrunner in META’s bought deal offering which closed on February 06, 2020, raising gross proceeds of $10,000,012.

 

Echelon has not, in the twelve-month period preceding this Engagement, been engaged to provide any evaluation, appraisal or financial advisory services nor has it participated in any financing or had a material interest in any transaction involving HITI.

 

Echelon acts as a trader and dealer, both as principal and agent, in major financial markets and, as such, may have and may in the future have positions in the securities of any Interested Party, and, from time to time, may have executed or may execute transactions on behalf of any Interested Party or other clients for which it may have received or may receive compensation. As an investment dealer, Echelon conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including matters with respect to the Arrangement, META or any other Interested Party.

 

No understandings or agreements exist between Echelon and META or any other Interested Party with respect to future financial advisory or investment banking business. Echelon may in the future, in the ordinary course of its business, perform financial advisory or investment banking services for META, or any other Interested Party.

 

Scope of Review

 

In connection with the Opinion, Echelon reviewed and relied upon (without attempting to independently verify the completeness or accuracy of) or carried out, among other things, the following:

 

1. Audited consolidated financial statements for META for the fiscal years ended August 31, 2018, and 2019 and the unaudited financial statements for the 3 months ended November 30, 2019 and for the 6 months ended February 29, 2020;

 

2. Historical MD&As for META for the fiscal years ended August 31, 2018, and 2019 and the unaudited financial statements for the 3 months ended November 30, 2019 and for the 6 months ended February 29, 2020 ;

 

 

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3. Management prepared financial statements for META for the 3 months ended May 31, 2020 and monthly operating results for months ending June 30, 2020 and July 31, 2020

 

4. Audited consolidated financial statements for HITI for the fiscal years ended October 31, 2018, and 2019 and the unaudited financial statements for the 3 months ended March 31, 2020;

 

5. Historical MD&As for HITI for the fiscal years ended October 31, 2018, and 2019 and MD&A and the unaudited financial statements for the 3 months ended January 31, 2020 and for the 6 months ended April 30, 2020;

 

6. recent press releases, material change reports and other public documents filed by META and HITI on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com;

 

7. certain other publicly available information related to the business, operations, financial conditions and trading history of each of META and HITI and other selected publicly available information that Echelon considered relevant;

 

8. certain internal financial, operational, corporate, budget and other information concerning META and its subsidiaries (including financial models and forecasts), that was prepared and provided by management of META;

 

9. certain internal financial, operational, corporate, budget and other information concerning HITI and its subsidiaries (including financial models and forecasts), that was prepared and provided by management of HITI;

 

10. non-binding term sheet from HITI dated June 15, 2020;

 

11. consent and waiver agreements executed by certain holders of META’s debentures on August 19, 2020;

 

12. draft of the Arrangement Agreement dated August 20, 2020;

 

13. draft of the META Voting and Support Agreements;

 

14. data regarding comparable companies and precedent transactions for companies operating in the cannabis sector that Echelon considered relevant;

 

15. discussions with management of META and the Board regarding the past and current operations and financial conditions, prospects, and other matters of META and other matters that Echelon considered relevant;

 

16. assessment of pro forma impact of the Arrangement on certain of META’s financial metrics and consolidated capitalization;

 

 

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17. comparison of the relative contribution of assets, cash flow, store locations, licenses and operating synergies by META and HITI to the relative pro-forma ownership of META assuming the Arrangement is completed;

 

18. discussions with META’s legal counsel relating to legal matters including with respect to the Arrangement Agreement;

 

19. selected reports published by equity research analysts and industry sources in respect of META, HITI, and comparable public entities that Echelon considered relevant;

 

20. representations contained in a certificate, addressed to Echelon and dated the date hereof, of senior officers of META as to the completeness and accuracy of the information upon which this Opinion is based and certain other matters; and

 

21. such other corporate, industry, and financial market information, investigations and analyses as Echelon considered necessary or appropriate at the time and in the circumstances.

 

Echelon has not, to the best of its knowledge, been denied access by META to any information requested by Echelon and to the best of Echelon’s knowledge META has disclosed to Echelon all information in its possession or control or of which META has knowledge which could be relevant to the Opinion. Echelon did not meet with the auditors of META and has assumed the accuracy and fair presentation of, and relied upon, the consolidated financial statements of META and the reports of the auditors thereon.

 

Prior Valuations

 

META has represented to Echelon that, among other things, there are no valuations or appraisals of META, its material assets or the assets or securities that are relevant to the Arrangement prepared by or for or available to META or its management within the two years preceding the date hereof.

 

Assumptions and Limitations

 

With META’s acknowledgement and agreement as provided for in the Engagement Agreement, Echelon has relied upon the accuracy, completeness and fair presentation of all data and information filed by META with securities regulatory or similar authorities (including on SEDAR) or provided to it by META and its personnel, advisors, or otherwise, including the certificate identified below. The Opinion is conditional upon such accuracy, completeness, and fair presentation. Subject to the exercise of professional judgment, and except as expressly described herein, Echelon has not attempted to verify independently the accuracy, completeness or fair presentation of any of such data or information.

 

 

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With respect to the budgets, forecasts, projections or estimates provided to Echelon and used in its analyses, Echelon notes that projecting future results is inherently subject to uncertainty. Subject to the exercise of professional judgment, Echelon has assumed, however, that such budgets, forecasts, projections and estimates were prepared using the assumptions identified therein and on bases reflecting the best currently available estimates and judgements of META management as to the matters covered thereby and which, in the opinion of META, are (or were at the time of preparation and continue to be) reasonable in the circumstances. Echelon expresses no independent view as to the reasonableness of such budgets, forecasts, projections, and estimates or the assumptions on which they are based.

 

Senior officers of META have represented to Echelon in a certificate dated the date hereof, among other things, that: (i) the information, data, representations, opinions, financial statements, management discussion and analysis, internal financial information and other materials prepared by META relevant to the subject matter of the Transaction or the Opinion provided to Echelon by or on behalf of META in connection with the Engagement Agreement (collectively, the “Information”) were true, accurate, complete and correct in all material respects at the date the Information was provided and, with respect to the financial statements, were prepared in accordance with generally accepted accounting principles consistently applied (except as to the absence of full note disclosure in non-audited financial statements); (ii) the Information did not and as of the date hereof does not contain any untrue statement of a material fact (as such term is defined in the Securities Act) in respect of or involving META, its assets or the Transaction; (iii) the Information did not and as of the date hereof does not omit to state a material fact in respect of META, its assets or the Transaction necessary to make the Information (or any statement therein) not misleading in light of the circumstances under which the Information was made or provided; (iv) since the date that the Information was provided to Echelon and as of the date thereof there has been no material change (as such term is defined in the Securities Act), financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of META that has not been disclosed in writing to Echelon and there has been no change in any material fact or new material fact which is of a nature so as to render the Information untrue or misleading in any material respect, or which would reasonably be expected to have a material effect on the Opinion, that has not been disclosed in writing to Echelon; (v) any portions of the Information provided to Echelon by META which constitute forecasts, projections, estimates or other forward-looking information was, based on data available to META at such time, reasonable and reflected the assumptions disclosed therein (which assumptions META and its management believed and continue to believe as of the date hereof to be reasonable in the circumstances) and did not and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make such portions of the Information not misleading in light of the circumstances in which such portions of the Information were made or provided; (vi) other than as disclosed in the Information there are no valuations or appraisals of META, its material assets or the assets or securities that are relevant to the Arrangement prepared by or for or available to META or its management within the one year preceding the date hereof; (vii) other than as disclosed in the Information and as of the date hereof, since the date of the Information, no material transactions have been entered into by META; (viii) other than as disclosed in the Information, META does not have any material contingent liabilities; (ix) other than as disclosed in the Information, there are no actions, suits, proceedings or inquiries, pending or threatened, against or affecting META, or any of its respective assets at law or in equity or before or by any federal, provincial, state, municipal or other government department, commission, board, bureau, agency, instrumentality or stock exchange which may in any way materially affect META; (x) other than as disclosed in the Information, there have been no offers or negotiations for the purchase of META or for the purchase of all or a material part of the assets of META within the one year preceding the date hereof; and (xi) other than as disclosed in the Information META has no knowledge or information of any other facts that have not been disclosed by META or the Board to Echelon or that are publicly available to Echelon which would reasonably be expected to affect META, its material assets, the Arrangement or the Opinion, including the assumptions used, procedures adopted or the scope of the review undertaken by Echelon in the Opinion or in connection therewith, including any plan or proposal for any material change in the affairs of META such as a plan of reorganization or arrangement or any other agreements, undertakings, commitments or understandings, written or oral, formal or informal

 

 

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In preparing the Opinion, Echelon has made several assumptions, including that all final or executed versions of documents will conform in all material respects to the drafts provided to Echelon, all conditions precedent to be satisfied to complete the Arrangement can and will be satisfied or waived, that all approvals, authorizations, consents, permissions, exemptions or orders of relevant regulatory authorities required in respect of or in connection with the Arrangement will be obtained, without adverse condition or qualification, that all steps or procedures being followed to implement the Arrangement are valid and effective, that all required documents (including the Circular) will be distributed to the META Shareholders in accordance with applicable laws, that the disclosure in such documents will be accurate in all material respects and will comply, in all material respects, with the requirements of all applicable laws and that the Arrangement will be completed. In its analysis in connection with the preparation of the Opinion, Echelon made numerous assumptions with respect to industry performance, general business and economic conditions, and other matters, many of which are beyond the control of Echelon or META.

 

The Opinion has been provided for the use of the Board and is not intended to be, and does not constitute, a recommendation as to how any META Shareholder should vote their META Shares or act on any matter relating to the Arrangement. The Opinion must not be used by any other person or relied upon by any other person other than the Board without the express prior written consent of Echelon. The Opinion does not address the relative merits of the Arrangement as compared to other transactions or business strategies that might be available to META. In considering the fairness of the Consideration to be received by META Shareholders pursuant to the Arrangement, from a financial point of view, Echelon considered the Arrangement from the perspective of META Shareholders generally and did not consider the specific circumstances of any particular META Shareholder, including with regard to income tax considerations.

 

 

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The Opinion is rendered as of market close on August 20, 2020, on the basis of securities markets, economic and general business and financial conditions prevailing on that date and the condition and prospects, financial and otherwise, of META and its subsidiaries as they were reflected in the Information provided to Echelon. Any changes therein may affect the Opinion and, although Echelon reserves the right to change or withdraw the Opinion in such event, it disclaims any undertaking or obligation to advise any person of any such change that may come to its attention, or to update, change or withdraw the Opinion after such date. Echelon has not undertaken an independent evaluation, appraisal or, other than as disclosed above, physical inspection of any assets or liabilities of META or its subsidiaries, is not an expert on, and did not render advice to META regarding, and assumes no and disclaims all liability and obligation in respect of, legal, accounting, regulatory or tax matters.

 

The preparation of an opinion is a complex process and is not necessarily amenable to partial analysis or summary description. Echelon believes that its analyses must be considered as a whole and that selecting portions of the analyses or the factors considered by it, without considering all factors and analyses together, could create an incomplete view of the process underlying the Opinion. Accordingly, the Opinion should be read in its entirety.

 

Approaches to Financial Fairness

 

In considering the fairness, from a financial point of view, of the Consideration to be received by META Shareholders pursuant to the Arrangement, Echelon reviewed, considered and relied upon or carried out, among other things, the following: (i) a comparison of the Consideration against the implied share price of META based on publicly available business and financial data, consensus equity research analyst estimates and derived valuation multiples of certain publicly traded companies (including enterprise value divided by revenue and enterprise value divided by EBITDA) in the cannabis sector that were deemed comparable and relevant; (ii) a comparison of the Consideration against the implied share price of META based on premiums paid in precedent transactions in the cannabis sector that were deemed comparable and relevant; and (iii) a comparison of the Consideration against the results of a discounted future cash flow analysis of META at discount rates that were deemed appropriate. In addition, Echelon reviewed the impact of the Transaction on META’s asset diversification, operating profile, growth outlook, potential synergies, and relative positioning versus peers, and other factors or analyses, which Echelon judged, based on its experience in rendering such opinions, to be relevant. All financial analyses were conducted with information available as of market close on August 20, 2020.

 

 

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Echelon believes that its financial analyses must be considered as a whole and that selecting portions of its analyses or the factors considered by Echelon, without considering all analyses and factors together, could create a misleading view of the process underlying this Opinion. Echelon notes that the selection of comparable companies and precedent transactions involves considerable subjectivity, particularly among companies engaged in an emerging industry, operating in a rapidly evolving regulatory environment, and having low or negative EBITDA, earnings or free cash flows and stock price volatility and limited trading liquidity. While none of the comparable companies or precedent transactions are identical to META or the Transaction and certain of them may have characteristics that are materially different from that of META and the Transaction, Echelon believes that they share certain business, financial, and/or operational characteristics with those of META and the Transaction and Echelon used its professional judgment in selecting such comparable companies and precedent transactions. As a result, greater reliance was placed on the discounted cash flow analysis of managements plan, which was subjected to further risk adjustment through various sensitivity analyses.

 

Conclusion

 

Based upon and subject to the foregoing and such other matters that Echelon considered relevant, Echelon is of the opinion that, as of the date hereof, the Consideration to be received by the META Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the META Shareholders.

 

Yours truly,

 

 
   

 

Echelon Wealth Partners inc.

 

 

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APPENDIX D

 

INFORMATION CONCERNING HIGH TIDE

 

D - 1

 

APPENDIX D

INFORMATION CONCERNING HIGH TIDE

 

The following information concerning High Tide is provided by High Tide, is presented on a pre-Arrangement basis and is reflective of the current business, financial and share capital position of High Tide. The following information should be read in conjunction with the documents incorporated by reference into this Appendix D.

 

Unless the context indicates otherwise, capitalized terms which are used in this Appendix D but are not otherwise defined herein have the meanings given to such terms in “Glossary of Terms”.

 

Cautionary Note Regarding Forward-Looking Statements

 

The information in this Appendix D contains “forward-looking statements” within the meaning of applicable Securities Laws. Forward-looking statements or information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of High Tide and its Subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information contained in this Appendix D. Examples of such statements include statements with respect to: (a) the growth of High Tide, including the growth of High Tide’s retail cannabis store footprint in Canada and the growth of High Tide’s distribution and sale of cannabis and cannabis products in the provinces of Alberta, Ontario and Saskatchewan, (b) the completion of the sale of the KushBar retail cannabis stores to Halo Kushbar Retail Inc., (c) the annual sales of Famous Brandz and the Grasscity Entities, (d) the post-Arrangement authorized capital of High Tide (including High Tide Options, High Tide Warrants, and other convertible securities of High Tide), (e) the completion of the Arrangement, (f) the delisting of the securities of High Tide from the CSE in connection with the completion of the Arrangement, (g) the listing of the High Tide Shares issuable upon completion of the Arrangement, as well as the META Warrants and META Debentures on the TSXV, (h) the directors and officers of High Tide post-Arrangement and their diluted and undiluted ownership of the High Tide Shares, (i) the successful integration of META’s business into High Tide’s business and the realization of the anticipated benefits and synergies of the Arrangement, (j) the successful execution of High Tide’s post-Arrangement business strategy, and (k) the successful protection of High Tide’s intellectual property.

 

Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information, including the risks contained in the Non-Exhaustive List of Risk Factors (as defined hereinafter) attached as Schedule A to this Appendix D and the public filings of High Tide filed with Canadian securities regulators and available on High Tide’s issuer profile on SEDAR at www.sedar.com.

 

In respect of the forward-looking statements and forward-looking information contained in this Appendix D, High Tide has provided such statements and information in reliance on certain assumptions that High Tide believes are reasonable at this time. Although High Tide believes that the assumptions and factors used in preparing such forward-looking information or forward-looking statements are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking information and forward-looking statements included in this Appendix D are made as of the date of this Information Circular and High Tide does not undertake any obligation to publicly update such forward-looking information or forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable Securities Laws.

 

High Tide Documents Incorporated by Reference

 

The following documents listed below and filed by High Tide with the Canadian securities regulatory authorities are specifically incorporated by reference into, and form an integral part of, this Information Circular:

 

(a) the High Tide Interim Financial Statements;

 

(b) the management’s discussion and analysis of High Tide for the High Tide Interim Financial Statements;

 

 

 

(c) the High Tide Annual Financial Statements;

 

(d) the management’s discussion and analysis of High Tide for the High Tide Annual Financial Statements;

 

(e) the 2020 High Tide Information Circular;

 

(f) the material change report of High Tide dated November 25, 2019, in respect of the completion of the first tranche of a non-brokered private placement of High Tide Unsecured Debentures on November 15, 2019;

 

(g) the material change report of High Tide dated December 9, 2019, in respect of the completion of the second tranche of a non-brokered private placement of High Tide Unsecured Debentures on December 4, 2019;

 

(h) the material change report of High Tide dated December 19, 2019, in respect of the entering into of the KushBar SPA in order to acquire the remaining 49.9% interest in High Tide’s then majority-owned subsidiary, Kushbar;

 

(i) the material change report of High Tide dated January 16, 2020, in respect of the entering into of the Windsor Loan Agreement in respect of a senior secured, non-revolving term credit facility in the amount of up to $10,000,000;

 

(j) the material change report of High Tide dated February 3, 2020, in respect of the completion of a purchase of a 100% interest in 2680495 Ontario Inc., the operator of a Canna Cabana branded retail cannabis store in Hamilton, Ontario, on January 24, 2020;

 

(k) the material change report of High Tide dated February 6, 2020, in respect of the completion of the acquisition of a 50% interest in Saturninus Partners on January 27, 2020;

 

(l) the material change report of High Tide dated July 30, 2020, in respect of the completion of the High Tide Debt Restructuring of approximately $10,800,000 of High Tide’s outstanding debt held by a key industry investor, on July 23, 2020;

 

(m) the material change report of High Tide dated August 28, 2020, in respect of the entering into of the Arrangement Agreement; and

 

(n) the material change report of High Tide dated September 9, 2020, in respect of the entering into of the Amended Halo Labs APA, to sell High Tide’s three operating KushBar retail cannabis stores.

 

All annual information forms, annual financial statements and the auditors’ reports thereon, interim financial statements, management’s discussion and analysis of financial conditions and results of operations, material change reports (excluding any confidential material change reports), business acquisition reports, information circulars, and any other documents analogous to the foregoing types of documents, filed by High Tide after the date of this Information Circular and before the Meeting are deemed to be incorporated by reference in this Information Circular.

 

Any statement contained in this Information Circular or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Information Circular, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed in its unmodified or superseded form to constitute part of this Information Circular.

 

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Copies of the High Tide documents incorporated by reference in this Information Circular may be obtained upon request in writing or by telephone from High Tide, without charge at Unit 112, 11127 - 15 Street N.E., Calgary, Alberta, T3K 2M4 (telephone: (403) 770-9435 or e-mail: krystal@hightideinc.com). These documents are also available through the internet on SEDAR, at www.sedar.com.

 

If you would like to request copies of documents incorporated by reference in this Information Circular, please do so by October 20, 2020 in order to receive them before the Meeting. If you request any documents incorporated by reference, High Tide will strive to deliver them to you by first-class mail, by e-mail, or by another equally prompt means, within two business day of receipt of your request.

 

General

 

High Tide is an Alberta-based, retail-focused cannabis company enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. High Tide was incorporated under the ABCA on February 8, 2018, under the name “High Tide Ventures Inc.”. Effective October 4, 2018, High Tide amended its articles of incorporation and changed its name to “High Tide Inc.” On October 4, 2018, High Tide also amended its articles of incorporation and completed a share split of its then outstanding High Tide Shares, on the basis of 2.76 post-split High Tide Shares for each one pre-split High Tide Share issued and outstanding. The head office of High Tide is located at Unit 112, 11127 - 15 Street N.E., Calgary, Alberta, T3K 2M4, and the registered office of High Tide is located at 120 - 4954 Richard Road S.W., Calgary Alberta.

 

As a vertically-integrated company, High Tide is engaged in the Canadian cannabis market through a portfolio of Subsidiaries, including Canna Cabana and KushBar (which together represent the retail segment of the High Tide Business), and RGR Canada and Famous Brandz (which together represent the wholesale segment of the High Tide Business). As of the date of this Information Circular, High Tide is a reporting issuer in the provinces of British Columbia, Alberta and Ontario. The High Tide Shares are listed on the CSE, under the trading symbol “HITI”, on the Frankfurt Stock Exchange, under the trading symbol “2LY”, and on the OTCQB Venture Market, under the trading symbol “HITIF”.

 

Since its inception, High Tide has grown, both organically and via strategic acquisitions, to emerge as a leader in the evolving cannabis market within Canada. As one of Canada’s largest and fastest-growing retail-focused cannabis companies, High Tide continues to pursue rapid growth to expand its presence across various jurisdictions in Canada, with its principal business segment focused on the distribution and sale of cannabis and cannabis products in the provinces of Alberta, Ontario and Saskatchewan. As of the date of this Information Circular, High Tide operates a total of 37 cannabis retail stores, consisting of: (a) 28 cannabis retail stores in the province of Alberta, (b) seven cannabis retail stores in the province of Ontario, and (c) two cannabis retail stores in the province of Saskatchewan. Each cannabis retail store is operated in accordance with applicable Laws under applicable Retail Store Authorizations. All cannabis and cannabis products offered for sale by High Tide and its Subsidiaries are offered for sale in strict compliance with the various regulatory frameworks in the respective jurisdictions governing adult-use cannabis.

 

Intercorporate Relationships

 

As at the date of this Information Circular, High Tide has 12 wholly-owned Subsidiaries and one majority-owned Subsidiary, and holds a 50% interest in Saturninus Partners, a general partnership existing under the laws of the province of Ontario. As at the date of this Information Circular, High Tide operates the High Tide Business through the following ten wholly-owned Subsidiaries:

 

· RGR Canada Inc., a wholly-owned Subsidiary of High Tide incorporated under the ABCA on November 16, 2010;

 

· Famous Brandz Inc., a wholly-owned Subsidiary of High Tide incorporated under the OBCA on September 28, 2015 under the name “2484875 Ontario Inc.”;

 

· Canna Cabana Inc., a wholly-owned Subsidiary of High Tide incorporated under the ABCA on February 22, 2018;

 

3

 

· KushBar Inc., a wholly-owned Subsidiary of High Tide incorporated under the ABCA on January 9, 2018;

 

· HT Global Imports Inc., a wholly-owned Subsidiary of High Tide incorporated under the ABCA on February 7, 2019;

 

· Canna Cabana (SK) Inc., a wholly-owned Subsidiary of High Tide was formed under the ABCA pursuant to articles of amalgamation filed on May 23, 2019;

 

· SJV B.V., a wholly-owned Subsidiary of High Tide formed under the laws of the Netherlands on May 29, 2006;

 

· SJV2 B.V., a wholly-owned Subsidiary of High Tide formed under the laws of the Netherlands on March 30, 2012;

 

· SJV USA Inc., a majority-owned Subsidiary of High Tide incorporated under the laws of the State of Delaware on April 19, 2017; and

 

· Valiant Distributions Inc., a wholly-owned Subsidiary of High Tide incorporated under the laws of the State of Delaware on April 6, 2019.

 

The following chart sets out the material intercorporate relationships of High Tide, as at the date of this Information Circular:

 

 
Note: Saturninus Partners is a general partnership established in the province of Ontario, in which High Tide holds a 50% interest.

 

Below is a summary of the business and operations of High Tide’s material Subsidiaries within the retail and wholesale segments of the High Tide Business, as at the date of this Information Circular.

 

4

 

During the financial year of High Tide ended October 31, 2019, (i) approximately 77% (2018 – 43%) of the total revenues of High Tide were derived from sales within the retail segment of the High Tide Business to customers outside of High Tide and its Subsidiaries, and (ii) approximately 21% (2018 – 57%) of the total revenues of High Tide were derived from sales within the wholesale segment of the High Tide Business to customers outside of High Tide and its Subsidiaries.

 

Canna Cabana and Canna Cabana (SK) Inc.

 

Canna Cabana is a retail cannabis chain with 34 branded stores operating across Canada, in the provinces of Alberta, Ontario and Saskatchewan. Founded in 2018, Canna Cabana is High Tide’s primary retail cannabis business, offering for retail sale various cannabis products and accessories through its provincially-authorized cannabis retail store locations.

 

Canna Cabana’s flagship retail concept is designed to expose customers to a unique, consistent and scalable retail design and customer experience, and to emphasize the holistic and natural qualities of cannabis. Through its in-store displays, its highly trained and knowledgeable staff, and a tailored store atmosphere, Canna Cabana aims at creating a sophisticated yet playful customer experience, while educating customers and providing them with insight and guidance with respect to its product offerings. The Canna Cabana retail cannabis chain processed approximately 1,758,683 transactions in the 12 month period beginning on September 1, 2019 and ending on August 31, 2020.

 

KushBar

 

KushBar is a retail cannabis chain with three branded stores operating in the province of Alberta. Founded in 2018, KushBar is High Tide’s secondary retail cannabis business, offering for retail sale various cannabis products and accessories through its provincially-authorized cannabis retail store locations.

 

KushBar’s flagship retail concept is designed to expose customers to a clean and stylish ambiance and offer them a unique, modern customer experience that emphasizes the holistic and natural qualities of cannabis. Through its in-store displays, its highly trained and knowledgeable staff, and a tailored store atmosphere, KushBar aims at bringing the KushBar vibe to life, while educating customers and providing them with insight and guidance with respect to its product offerings. The KushBar retail cannabis chain processed approximately 66,588 transactions in the 12 month period beginning on September 1, 2019 and ending on August 31, 2020.

 

As of the date of this Information Circular, High Tide has entered into the Amended Halo Labs APA, pursuant to which High Tide has agreed to sell its three operating KushBar retail cannabis stores to Halo Kushbar Retail Inc., a wholly owned subsidiary of Halo Labs Inc., for aggregate consideration of $5,700,000.

 

Grasscity Entities

 

Based in Amsterdam, Netherlands, the Grasscity Entities operate Grasscity.com, one of the world’s premier online stores for smoking accessories and cannabis lifestyle products. Established in 2000, Grasscity.com is one of the most searched and visited smoking accessories retailers, with approximately 5,800,000 site visits annually. Grasscity.com offers an extensive selection of hand-picked smoking accessories and cannabis lifestyle products, from grinders and rolling papers to one-of-a-kind glass bongs, smoking pipes, oil rigs and bubblers. The Grasscity.com e-commerce platform generates over 90% of its revenues from customers located in the United States.

 

The Grasscity Entities also operate CBDCity.com, one of the world’s newest online stores selling a wide variety of CBD-focused products to international consumers. Established in May 2020, CBDCity.com is backed by a team with over 20 years of e-commerce experience, and offers an extensive selection of hand-picked CBD oils and capsules, CBD skin care products, CBD edibles and CBD smoking accessories such as vaporizers and cartridges. CBDCity.com conducts its operations within those States of the United States in which activities relating to industrial hemp and industrial hemp-based CBD have been legalized under applicable Laws.

 

See Schedule B – “U.S. Cannabis-Related Activities Disclosure” to this Appendix D for more information related to United States cannabis related activities disclosure.

 

5

 

RGR Canada

 

RGR Canada is an established designer and international leader in the manufacture and distribution of high-quality, innovative cannabis accessories. Founded in 2010, RGR Canada represents the wholesale segment of the High Tide Business, offering a suite of proprietary brands which have over time become well known amongst consumers. RGR Canada’s proprietary brands include names such as “Atomik”, “Evolution”, “Puff Puff Pass”, “Vodka Glass” and “Zoom Zoom”. Based in Calgary, Alberta, RGR Canada’s design and development team continues to design products tailored to evolving market trends and consumer preferences that reflect technological innovation and comply with applicable Laws.

 

Through its relationships with its manufacturers, based in Asia, Canada, the United States, and elsewhere, which specialize in various areas of assembly and manufacturing, RGR Canada continues to deliver to market a suite of high quality, proprietary products (such as high-quality rolling papers) as well as third-party branded products (such as Juju, Zig Zag, and Pax).

 

Famous Brandz

 

Famous Brandz is an established leader in the manufacture and distribution of branded smoking accessories and other alternative lifestyle products. Founded in 2015, Famous Brandz utilizes licensed trademarks associated with leading cannabis culture brands established by celebrities and entertainment companies (such as Snoop Dogg Pounds, Trailer Park Boys, Cheech & Chong’s Up in Smoke, and Jay and Silent Bob) in its design and manufacture of various branded smoking accessories and other alternative lifestyle products.

 

Famous Brandz distributes its products to wholesalers and retailers across the globe through business-to-business distribution channels and through a business-to-customer retail e-commerce platform. Famous Brandz has established relationships with an extensive network of distributors, wholesalers and retailers with a presence across Canada, the United States and Europe, with the majority of its products being offered for sale in the United States.

 

Further information regarding the High Tide Business and its operations can be found in the documents incorporated, or deemed incorporated, by reference herein. See “High Tide Documents Incorporated by Reference”.

 

General Development of the High Tide Business: Two Year History

 

The following is a description of the general development of the High Tide Business during the last two financial years of High Tide ended October 31, 2018 and 2019, as well as the one year period prior to the beginning of the financial year of High Tide ended October 31, 2018.

 

Developments during the one year period prior to the beginning of the financial year ended October 31, 2018

 

· High Tide was incorporated on February 8, 2018, and prior to such date (and the completion of the corporate reorganizations described below), Smoker’s Corner Ltd., and, as described above in this Appendix D, each of RGR Canada and Famous Brandz, had commenced their respective business operations, in the ordinary course, and their respective businesses were each at a semi-developed stage. Prior to February 8, 2018 (and the completion of the corporate reorganizations described below), KushBar and Canna Cabana did not have any active business operations, and were preparing to commence their respective business operations, as described above in this Appendix D. Please see the section of this Appendix D entitled “Intercorporate Relationships”.

 

Developments during the financial year ended October 31, 2018

 

· February 28, 2018: High Tide completed a corporate reorganization, whereby High Tide acquired: (a) all of the issued and outstanding common shares and preferred shares of RGR Canada, and in exchange, issued an aggregate of 51,257,144 High Tide Shares to the former shareholders of RGR Canada, and (b) all of the issued and outstanding common shares and preferred shares of Smoker’s Corner Ltd., and in exchange, issued an aggregate of 56,382,855 High Tide Shares to the former shareholders of Smoker’s Corner Ltd. In connection with the acquisition of RGR Canada, 22,564,420 High Tide Shares were issued to Raj Grover, the President, Chief Executive Officer, and Director of High Tide, 22,564,420 High Tide Shares were issued to Roza Grover, Mr. Grover’s spouse, and 6,128,304 High Tide Shares were issued to the Grover Family Trust, a non-arm’s length entity to Mr. Grover. In connection with the acquisition of Smoker’s Corner Ltd., 50,358,603 High Tide Shares were issued to Mr. Grover and 6,024,252 High Tide Shares were issued to the Grover Family Trust.

 

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· April 30, 2018: High Tide completed a corporate reorganization, whereby High Tide acquired all of the issued and outstanding common shares of Famous Brandz, and in exchange, issued an aggregate of 30,324,120 High Tide Shares to the former shareholders of Famous Brandz. Raj Grover, directly and indirectly, held 50% of the issued and outstanding share capital of Famous Brandz prior to the acquisition.

 

· April 18, 2018 to April 30, 2018: High Tide completed a non-brokered private placement offering, pursuant to which High Tide issued an aggregate of 10,225,800 High Tide Shares at a price of $0.362 per High Tide Share for gross proceeds of $3,705,000. In connection with the offering, High Tide granted to a certain qualified finder, High Tide Warrants to purchase up to 670,680 High Tide Shares at a price of $0.362 per High Tide Share for a period of 24 months from the date of issuance.

 

· August 22, 2018: High Tide completed a brokered private placement offering of 17,911,459 High Tide Special Warrants at a price of $0.50 per High Tide Special Warrant, for aggregate gross proceeds of $8,955,729 (the “High Tide Special Warrants Offering Tranche 1”). The High Tide Special Warrants were issued on a private placement basis pursuant to prospectus exemptions under applicable Securities Laws. Each High Tide Special Warrant entitled the holder thereof to acquire, without additional payment, one unit of High Tide (each, a “High Tide Unit”), with each High Tide Unit comprised of one High Tide Share and one-half of one (0.5) High Tide Warrant. Each whole High Tide Warrant entitled the holder thereof to acquire one High Tide Share at an exercise price of $0.3246 for 24 months following the date on which the High Tide Shares are listed and posted for trading on the CSE.

 

· October 2, 2018: High Tide completed a brokered private placement offering of 18,817,015 High Tide Special Warrants at a price of $0.50 per High Tide Special Warrant, for aggregate gross proceeds of $9,408,508. The High Tide Special Warrants were issued on a private placement basis pursuant to prospectus exemptions under applicable Securities Laws, and had characteristics identical to the High Tide Special Warrants issued pursuant to the High Tide Special Warrants Offering Tranche 1.

 

Developments during the financial year ended October 31, 2019

 

· December 13, 2018: High Tide completed a brokered private placement of High Tide Unsecured Debentures at a price of $1,000 per High Tide Unsecured Debenture, for gross proceeds of $11,330,000. The High Tide Unsecured Debentures were issued pursuant to the terms of the High Tide Debenture Indenture. The High Tide Unsecured Debentures bear interest at a rate of 8.5% per annum, with interest payable on the last business day of each calendar quarter, and are convertible into High Tide Shares at a conversion price of $0.75 per High Tide Share and mature two years from the closing date of the offering. The High Tide Unsecured Debentures are unsecured obligations of High Tide and rank pari passu in right of payment of principal and interest with all existing and future unsecured senior indebtedness of High Tide.

 

· December 17, 2018: The High Tide Shares commenced trading publicly on the CSE, under the trading symbol “HITI”.

 

· December 19, 2018: High Tide completed the acquisition of all of the issued and outstanding shares of the Grasscity Entities. The Grasscity Entities operate a premier online store for smoking accessories and cannabis lifestyle products in Amsterdam, Netherlands, under the name “Grasscity.com”. The acquisition was completed at an aggregate purchase price of approximately $6,730,000, of which approximately $4,205,235 was satisfied through the issuance of 8,410,470 High Tide Special Warrants. Upon closing of the transaction, the High Tide Special Warrants automatically converted into an equivalent number of High Tide Shares, at no additional cost to the vendors.

 

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· January 31, 2019: The High Tide Shares commenced trading publicly on the Frankfurt Stock Exchange, under the trading symbol “2LY”.

 

· Feb. 4, 2019: High Tide entered into a letter of intent with one of the winners selected in the First Expression of Interest Application Lottery to apply for a Retail Store Authorization to operate a cannabis retail store in the province of Ontario. Pursuant to the letter of intent, which marked the beginning of High Tide’s expansion into the province of Ontario, High Tide agreed to support the winner with the establishment and operation of a retail cannabis store in the City of Sudbury, Ontario.

 

· Feb. 12, 2019: High Tide entered into an arrangement with a second winner selected in the First Expression of Interest Application Lottery to apply for a Retail Store Authorization to operate a cannabis retail store in the province of Ontario. Pursuant to the arrangement with the second winner, High Tide agreed to support the second winner with the establishment and operation of a retail cannabis store in the City of Hamilton, Ontario.

 

· March 19, 2019: High Tide entered into an arrangement with a third winner selected in the First Expression of Interest Application Lottery to apply for a Retail Store Authorization to operate a cannabis retail store in the province of Ontario. Pursuant to the arrangement with the third winner, High Tide agreed to support the third winner with the establishment and operation of a retail cannabis store within the City of Toronto, Ontario.

 

· April 22, 2019: High Tide completed the first tranche of a non-brokered private placement of High Tide Unsecured Debentures at a price of $1,000 per High Tide Unsecured Debenture, for gross proceeds of $8,360,000 (the “High Tide Second Debentures Offering Tranche 1”). The High Tide Unsecured Debentures bear interest at a rate of 10% per annum, with interest for the applicable year payable upfront in High Tide Shares, based on the volume weighted average trading price of the High Tide Shares on the CSE during the 10 trading days prior to, as applicable, the closing date or the issuance date. The High Tide Unsecured Debentures are convertible into High Tide Shares at a conversion price of $0.75 per High Tide Share and mature two years from the closing date of the offering. The High Tide Unsecured Debentures are unsecured obligations of High Tide and rank pari passu in right of payment of principal and interest with all of the existing and future unsecured indebtedness of High Tide. In connection with the High Tide Second Debentures Offering Tranche 1, High Tide issued an aggregate of 11,146,667 High Tide Warrants to subscribers in the offering. Each High Tide Warrant entitled the holder thereof to acquire one High Tide Share at an exercise price of $0.85 per High Tide Share during a period of 24 months following the date of issuance.

 

· May 24, 2019: High Tide completed the acquisition of Dreamweavers Cannabis, a leading retail cannabis store and e-commerce business operating in Swift Current, Saskatchewan. The consideration for the acquisition was satisfied through (a) a cash payment in the amount of $1,550,00 to the vendors, and (b) the issuance, to the vendors, of 3,100,000 High Tide Special Warrants. Pursuant to the agreement entered into by the parties in connection with the acquisition of Dreamweavers Cannabis, a portion of the consideration, in the amount of $300,000, was deferred, to be paid over the course of five years, in equal instalments on each anniversary of the closing date. Upon closing of the transaction, the High Tide Special Warrants automatically converted into an equivalent number of High Tide Shares, and 1,550,000 High Tide Warrants, in each case at no additional cost to the vendors. Each High Tide Warrant is exercisable at an exercise price of $0.75 per High Tide Share, during a period of 24 months following the date of issuance.

 

· June 17, 2019: High Tide completed the second tranche of a non-brokered private placement of High Tide Unsecured Debentures, at a price of $1,000 per High Tide Unsecured Debenture, for gross proceeds of $3,200,000. The High Tide Unsecured Debentures were issued on a private placement basis pursuant to prospectus exemptions under applicable Securities Laws, and had characteristics identical to the High Tide Unsecured Debentures issued pursuant to the High Tide Second Debentures Offering Tranche 1. In connection with the offering, High Tide issued an aggregate of 4,266,667 High Tide Warrants to subscribers in the offering. Each High Tide Warrant entitled the holder thereof to acquire one High Tide Share at an exercise price of $0.85 per High Tide Share during a period of 24 months following the date of issuance.

 

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· July 23, 2019: High Tide entered into a five year lease, with an option to extend the term, for a warehouse facility of approximately 25,000 square feet in Las Vegas, Nevada (the “Nevada Warehouse”) to serve as High Tide’s primary storage and distribution hub in the United States. The Nevada Warehouse, which serves as a shipping hub to customers of the Grasscity e-commerce website who are based in the United States, marked a pivotal point in the expansion of the wholesale segment of the High Tide Business.

 

Developments subsequent to the financial year ended October 31, 2019

 

· December 12, 2019: High Tide acquired the remaining 49.9% interest (the “Minority Interest”) in High Tide’s then majority-owned subsidiary, KushBar, pursuant to the terms of the Kushbar SPA. Following the completion of the acquisition of the Minority Interest, KushBar became a wholly-owned subsidiary of High Tide. The consideration for the Minority Interest was satisfied by the issuance, to 2651576 Ontario Inc., of a secured convertible debenture in the principal amount of approximately $700,000 (and due 24 months from the date of issuance) and the issuance of 2,645,503 High Tide Shares. The outstanding principal amount under the debenture is convertible, at the holder’s option, before the maturity date into High Tide Shares at a price of $0.25 per High Tide Share. The secured convertible debenture does not bear any interest until the maturity date, whereupon, any principal amount outstanding will bear interest at a rate of 10% per annum until repaid.

 

· January 1, 2020: High Tide launched its proprietary data analytics service platform (“Cabanalytics”), which provides High Tide with a deep understanding of consumer behaviours and preferences. Cabanalytics serves as a new revenue stream by providing consumer and product insights to Licensed Producers and other companies supporting the cannabis sector. High Tide continues to develop the program with a number of Licensed Producers and other market participants.

 

· January 6, 2020: High Tide entered into the Windsor Loan Agreement, and secured a senior secured, non-revolving term credit facility in the amount of up to $10,000,000 (the “Windsor Credit Facility”). The Windsor Credit Facility provides High Tide with immediate access to an initial $6,000,000, and subject to satisfaction of certain conditions, will provide High Tide with access to an additional $4,000,000. Amounts drawn down under the Windsor Credit Facility bear interest at a rate of 11.5% per annum, with interest payable monthly in arrears on the last day of each calendar month. Provided that certain conditions are satisfied, the Windsor Credit Facility will automatically extend for an additional one year term. The principal amount advanced under the Windsor Credit Facility is convertible, during its term at any time after an initial 6 month hold period, and at Windsor’s option, into High Tide Shares at a conversion price of $0.17 (subject to downward adjustments in certain instances). In connection with the Windsor Credit Facility, High Tide also issued to Windsor 58,823,529 High Tide Warrants. The High Tide Warrants are subject to vesting, with 35,294,117 High Tide Warrants having vested as of the date of this Information Circular, and the remaining High Tide Warrants to vest on date(s) tied to the amount of any future advances under the Windsor Credit Facility. Each High Tide Warrant will entitle the holder thereof, following the vesting date applicable to such High Tide Warrant, to acquire one High Tide Share at an exercise price equal to 150% of the conversion price per High Tide Share provided for in the Windsor Loan Agreement in respect of the principal amount advanced thereunder, for a period of two years from the date of issuance.

 

· January 24, 2020: High Tide completed the acquisition of a 100% interest in 2680495 Ontario Inc., the operator of a Canna Cabana branded retail cannabis store in Hamilton, Ontario. As consideration for the acquisition, High Tide paid to the vendor $2,097,816 in cash and issued to the vendor 4,761,904 High Tide Shares. Following the completion of the acquisition, 2680495 Ontario Inc. became a wholly-owned subsidiary of High Tide.

 

· January 27, 2020: High Tide acquired a 50% interest in Saturninus Partners, the operator of a Canna Cabana branded retail cannabis store in Sudbury, Ontario. As consideration for the acquisition, High Tide issued to a nominee of the partners of Saturninus Partners an aggregate of 5,319,149 High Tide Shares, as well as 2,500,000 High Tide Warrants. Each High Tide Warrant entitles the holder thereof to acquire one High Tide Share at an exercise price of $0.40 per share for a period of two years from the date of issuance.

 

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· February 21, 2020: High Tide completed the acquisition of a retail cannabis store currently operating in Tisdale, Saskatchewan (the “Tisdale Store”) as licensed by the Saskatchewan Liquor and Gaming Authority. The consideration paid to acquire the Tisdale Store was comprised of $219,000 in cash, $500,000 in the form of a promissory note due six months from the time of closing of the transaction, and 5,000,000 High Tide Shares having a fair value of $975,000.

 

· July 23, 2020: High Tide completed a debt restructuring transaction with the High Tide Key Investor (the “High Tide Debt Restructuring”), as part of which, the parties amended and restated an 8.5% senior unsecured convertible debenture issued by High Tide in December 2018 to the High Tide Key Investor (the “Original Debenture”). Pursuant to the High Tide Debt Restructuring, in consideration of High Tide’s agreement to pay to the High Tide Key Investor certain structured installment payments over a period of over approximately three years, beginning on November 1, 2021, the parties agreed to (a) amend the Original Debenture into a secured convertible debenture of High Tide (the “Amended Debenture”) in the principal amount of $10,807,500 (the “Deferred Amount”), (b) extended the maturity date of the Amended Debenture to January 1, 2025, (c) amend the conversion price such that the Deferred Amount is convertible into High Tide Shares at a conversion price of $0.425 per High Tide Share, and (d) amend the interest provisions such that the Deferred Amount will not bear any interest until maturity, with the portion of the Deferred Amount outstanding on maturity bearing interest on and from the maturity date at a rate of 8.5% per annum. High Tide’s obligations under the Amended Debenture are secured by the assets of High Tide and certain of its Subsidiaries pursuant to a subordinated security interest (ranking behind the senior creditors of High Tide) granted in favour of the High Tide Key Investor and such other persons who may from time to time become a party to the security agreement entered into by the parties in connection with the High Tide Debt Restructuring.

 

· September 13, 2020: High Tide extended the term of a $2,000,000 loan (bearing interest at an interest rate of 12% per annum) which High Tide had previously obtained from an arm’s length third party pursuant to a loan agreement dated September 4, 2019. Under the terms of an amending agreement entered into by High Tide and the lender, the parties agreed to extend the maturity of the loan until September 30, 2021. The parties also entered into a warrant exchange agreement wherein 1,600,000 High Tide Warrants previously issued to the lender in consideration for the loan (and having an exercise price of $0.85 per High Tide Share) were terminated and High Tide issued to the lender 1,600,000 new High Tide Warrants having an exercise price of $0.30 per High Tide Share and expiring on September 30, 2021.

 

Retail Cannabis Stores

 

The following chart sets out the retail cannabis stores operated by High Tide, as at the date of this Information Circular:

 

Municipality and Province   Number of Stores   Store Brand
Airdrie, Alberta   1   Canna Cabana
Banff, Alberta   1   Canna Cabana
Beaumont, Alberta   1   Canna Cabana
Bonnyville, Alberta   1   Canna Cabana
Burlington, Ontario   1   Canna Cabana
Calgary, Alberta   5   Canna Cabana
Edmonton, Alberta   4   Canna Cabana
Fort Saskatchewan, Alberta   1   Canna Cabana
Grande Prairie, Alberta   1   Canna Cabana
Hamilton, Ontario   1   Canna Cabana
Lacombe, Alberta   1   Canna Cabana
Lethbridge, Alberta   1   Canna Cabana
Lloydminster, Alberta   1   Canna Cabana
Niagara Falls, Ontario   1   Canna Cabana
Okotoks, Alberta   1   Canna Cabana
Olds, Alberta   1   Canna Cabana

 

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Municipality and Province   Number of Stores   Store Brand
Red Deer, Alberta   2   Canna Cabana
St. Albert, Alberta   1   Canna Cabana
Sudbury, Ontario   1   Canna Cabana
Swift Current, Saskatchewan   1   Canna Cabana
Tisdale, Saskatchewan   1   Canna Cabana
Toronto, Ontario   3   Canna Cabana
Vegreville, Alberta   1   Canna Cabana
Whitecourt, Alberta   1   Canna Cabana
Medicine Hat, Alberta   1   KushBar
Morinville, Alberta   1   KushBar
Camrose, Alberta   1   KushBar

 

Production and Sales

 

Famous Brandz, High Tide’s wholesale Subsidiary, manufactures smoking accessories that are sold through High Tide’s bricks and mortar retail cannabis stores and online through Grasscity.com. As a vertically-integrated company, High Tide produces approximately 38% of all products sold in the retail segment of the High Tide Business, and 67% of all products sold in the wholesale segment of the High Tide Business. See “Intercorporate Relationships – Famous Brandz” above.

 

Specialized Skill and Knowledge

 

All aspects of the High Tide Business require specialized skills and knowledge, including in, among other things, the retail sale of cannabis and cannabis products within various jurisdictions in Canada, in accordance with applicable Laws. High Tide’s Management team is comprised of individuals (including consultants and advisors), who bring together strong complementary skills, expertise and experience in various aspects of the cannabis, retail, wholesale and manufacturing industries, as well as strong capital markets experience. High Tide’s experienced Management team, along with its other employees, subcontractors and consultants, have the required expertise and specialized knowledge and are well-positioned to implement High Tide’s retail-focused cannabis business strategy.

 

Competitive Conditions

 

High Tide faces, and will continue to face, intense competition from existing and new retailers, wholesalers, producers and retailers of adult-use cannabis, and other applicable participants in the cannabis industry whose services overlap with the retail cannabis segment, as well as other segment(s) of the cannabis industry within which High Tide may from time to time be engaged in. Some of the competitors of High Tide may have greater financial resources, market access and manufacturing and marketing experience than High Tide.

 

Increased competition by numerous independent cannabis retail outlets and larger and better financed competitors (including new entrants), could have a High Tide Material Adverse Effect on High Tide.

 

High Tide believes that its competition can be broadly grouped into the following four categories:

 

(a) Vertically Integrated Competitors: This class of competitors (which may include Licensed Producers of cannabis that are able to produce cannabis and cannabis products sold at retail stores of their affiliates) includes well-financed competitors with an established operating history in Canada, and significant scale. These competitors are able to compete directly with High Tide in the cannabis markets in the provinces of Alberta, Ontario and Saskatchewan.

 

(b) Existing Retailers: This class of competitors includes early-stage and semi-developed retail cannabis businesses, as well as established retail cannabis businesses, which may be well capitalized, and which may also have an established and longer retail operating history in Canada. These competitors are able to compete directly with High Tide in the cannabis markets in the provinces of Alberta, Ontario and Saskatchewan.

 

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(c) Government Competition: This class of competitors includes government wholesalers that sell directly to consumers, such as the Ontario Cannabis Store in the province of Ontario and the AGLC in the province of Alberta. These competitors are able to compete directly with High Tide in the cannabis markets in the provinces of Alberta and Ontario.

 

(d) Illicit Market: This class of competitors includes Persons and businesses operating in the illicit market within various jurisdictions across Canada. These competitors, who Management believes continue to divert a sizeable number of commercial opportunities from High Tide, are able to compete directly with High Tide in the cannabis markets in the provinces of Alberta, Ontario and Saskatchewan.

 

(e) Existing Wholesalers: This class of competitors includes early-stage and semi-developed wholesalers, as well as established wholesalers, which may be well capitalized, and which may also have an established and longer retail operating history in Canada. These competitors are able to compete directly with High Tide in the cannabis markets in the provinces of Alberta, Ontario and Saskatchewan within Canada, as well as in the United States. As of the date of this Information Circular, most of High Tide’s competitors in the wholesale segment of the High Tide Business operate primarily as product distributors, whereas RGR Canada and Famous Brandz both design, directly source, import and distribute their respective product offerings. As a result, Management believes that this provides High Tide with a competitive advantage through vertical integration, enabling RGR Canada and Famous Brandz to bring to market unique product designs and offer wholesale customers favourable and flexible pricing.

 

To remain competitive, High Tide will require a continued high level of investment in research and development, marketing, sales and client support. High Tide may not have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitive basis which could have a High Tide Material Adverse Effect on High Tide. However, High Tide believes that the experience of Management in the retail cannabis spaces has and will continue to provide High Tide with a competitive advantage in navigating the complexities of a highly regulated, evolving marketplace and that its competitive position is at least equivalent to that of other cannabis retailers in Canada of a similar size and at a similar stage of development.

 

Cycles

 

The High Tide Business is not cyclical or seasonal. However, the High Tide Business may, from time to time, be affected by supply constraints and disruptions and seasonal variations that impact the supply of cannabis and cannabis products. The impact of such supply constraints and disruptions and seasonal variations on the High Tide Business and its operating results cannot be predicted at this time.

 

Intangible Properties

 

High Tide’s consumer-focused brands, Canna Cabana, KushBar, Famous Brandz and CBDCity, have been an important part of the operation of High Tide, and trademarks and other intellectual property rights continue to be essential to maintain the success and competitive position of High Tide.

 

High Tide’s portfolio of registered trademarks and designs continue to be valuable assets that distinguish High Tide’s brand and reinforce customers’ positive perception of its products and stores. As such, High Tide has devoted significant resources to the protection of its intellectual property rights, through, among other things, trade secrets, technical know-how and proprietary information. High Tide will continue to seek protection of its intellectual property by seeking and obtaining registered protection (including patents) where possible, developing and implementing standard operating procedures and entering into agreements with parties that have access to High Tide’s inventions, trade secrets, technical know-how and proprietary information such as business partners, collaborators, employees and consultants, to protect the confidentiality and ownership of intellectual property.

 

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Employees

 

As at the date of this Information Circular, High Tide had approximately 296 employees, with approximately 268 employees based in Canada, nine employees based in the United States, and approximately 19 employees based in other jurisdictions (including the Netherlands).

 

Foreign Operations

 

As at the date of this Information Circular, High Tide conducts operations in the United States through Famous Brandz, within States in which the manufacture and distribution of branded smoking accessories and other alternative lifestyle products are permitted under applicable Laws, including the States of Illinois, Michigan, California, and Ohio. Approximately 7% (2018 – 21%) of High Tide’s annual sales from continuing operations for the financial year of High Tide ended October 31, 2019 were attributable to the operations of Famous Brandz in the United States.

 

As at the date of this Information Circular, High Tide also conducts operations in the Netherlands through the Grasscity Entities, in accordance with applicable Laws. Approximately 14% (2018 – Nil%) of High Tide’s annual sales from continuing operations for the financial year of High Tide ended October 31, 2019 were attributable to the operations of the Grasscity Entities in the Netherlands.

 

Management anticipates that the operations of Famous Brandz and the Grasscity Entities in the United States and the Netherlands, respectively, will contribute an approximately consistent percentage of High Tide’s annual sales from continuing operations for the financial year of High Tide ending October 31, 2020.

 

In May 2020, High Tide launched CBDCity.com and began conducting additional operations in the United States through the Grasscity Entities, within States in which activities relating to industrial hemp and industrial hemp-based CBD have been legalized under applicable Laws. Management cannot presently estimate the percentage of High Tide’s annual sales from continuing operations that will be attributable the operations of CBDCity.com for the financial year of High Tide ending October 31, 2020.

 

Consolidated Capitalization

 

The share and loan capital of High Tide as at the date of this Information Circular are disclosed in the High Tide Interim Financial Statements, which are incorporated by reference herein. There have been no material changes in the share and loan capital of High Tide since the date of the High Tide Interim Financial Statements.

 

The following table sets out High Tide’s consolidated capitalization as at July 31, 2020: (a) before giving effect to the Arrangement; and (b) after giving effect to the Arrangement. The financial information set out below should be read in conjunction with the High Tide Annual Financial Statements (including the notes thereto) and the related management’s discussion and analysis of High Tide for the High Tide Annual Financial Statements, as well as the High Tide Interim Financial Statements (including the notes thereto) and the related management’s discussion and analysis of High Tide for the High Tide Interim Financial Statements, each incorporated by reference into this section. The financial information set out below should also be read in conjunction with the pro forma consolidated financial statements of High Tide after giving effect to the Arrangement attached as Appendix G – “Pro Forma Financial Statements of High Tide” to this Information Circular.

 

   

As at July 31,
2020

(Unaudited) (1)

   

Pro Forma

As at July 31,
2020

(Unaudited)(1) (2)

 
Cash and Cash Equivalents   $ 7,108     $ 15,898  
Shareholders’ Equity   $ 13,652     $ 42,089  
Share Capital   $ 32,208     $ 63,607  
High Tide Shares Issued and Outstanding     236,380,280 (3)     431,404,341 (4)
Contributed Surplus   $ 2,621     $ 3,224  
Accumulated Deficit   $ (32,013 )   $ (37,417 )

 

Notes:

(1) All figures expressed in thousands of Canadian dollars, except share amounts.

 

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(2) After giving effect to the Arrangement.
(3) Presented on an undiluted basis. Excludes the following securities of High Tide: (a) 9,510,000 High Tide Shares issuable on the exercise of High Tide Options, (b) 109,873,310 High Tide Shares issuable upon the exercise of High Tide Warrants, (c) 38,963,648 High Tide Shares issuable upon the conversion of High Tide Unsecured Debentures, (d) 29,139,327 High Tide Shares issuable upon the conversion of High Tide Secured Debentures, and (e) 29,410,751 High Tide Shares issuable upon the conversion of the High Tide Secured Loan Instrument. For additional details, please see “Description of Share Capital”, below.
(4) Presented on an undiluted basis. Excludes the securities of High Tide described in footnote (3) above, as well as the following securities of META: (a) 4,109,273 High Tide Shares issuable upon the exercise of the META Options, (b) 44,938,012 High Tide Shares issuable upon the exercise of the META Warrants, (c) 96,136,364 High Tide Shares issuable upon the conversion of the META Debentures, and (d) 3,269,644 High Tide Shares issuable upon the exercise of the META RSUs. The number of High Tide Shares issuable upon conversion of the META Debentures assumes the amendments contemplated in the META Debenture Agreements which include a conversion price for each META Debenture of $0.22 per High Tide Share, as further described in “Summary of the Arrangement META Debenture Agreements” in the Information Circular.

 

High Tide’s pro forma share capital as at July 31, 2020, after giving effect to the Arrangement, has been determined as follows:

 

    Number of High Tide Shares(1)   Share Capital(1)
High Tide Shares issued and outstanding at July 31, 2020   236,380,280   $32,208
Fair value of High Tide Shares issued to acquire META   195,024,061   $31,399
Pro-Forma Share Capital   431,404,341   $63,607

 

Notes:

(1) All figures expressed in thousands of Canadian dollars, except share and per share amounts.

 

Description of Share Capital

 

High Tide’s authorized share capital consists of an unlimited number of High Tide Shares without par value. As at the date of this Information Circular, there are 238,231,132 High Tide Shares issued and outstanding. In addition, as at the date of this Information Circular, there are (a) 9,510,000 High Tide Shares issuable on the exercise of 9,510,000 High Tide Options, (b) 109,873,310 High Tide Shares issuable upon the exercise of 108,679,633 High Tide Warrants (of which 2,387,353 High Tide Warrants are exercisable into 1.5 High Tide Shares), (c) 38,963,648 High Tide Shares issuable upon the conversion of 26 High Tide Unsecured Debentures, (d) 29,139,327 High Tide Shares issuable upon the conversion of 2 High Tide Secured Debentures, and (e) 29,410,751 High Tide Shares issuable upon the conversion of the High Tide Secured Loan Instrument which has a principal amount of $5,000,000 outstanding as of the date of this Information Circular.

 

High Tide Shareholders are entitled to one vote for each High Tide Share held at all meetings of the High Tide Shareholders, and to receive dividends if, as and when declared by the High Tide Board at its discretion from funds legally available for the payment of dividends. Upon the liquidation, dissolution or winding up of High Tide, High Tide Shareholders are entitled to participate rateably in any distribution of the remaining property or assets of High Tide, subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares of High Tide ranking senior in priority to, or on a pro rata basis with, the High Tide Shareholders.

 

The High Tide Shares do not carry any pre-emptive rights, conversion or exchange rights, or redemption, retraction, repurchase rights, nor do they contain any sinking fund or purchase fund provisions. There are no provisions requiring a holder of High Tide Shares to contribute additional capital, and there are no restrictions on the issuance of additional High Tide Shares by High Tide.

 

Price Range and Trading Volumes of the High Tide Shares

 

The High Tide Shares are listed on the CSE, under the trading symbol “HITI”, the Frankfurt Stock Exchange, under the trading symbol “2LY”, and on the OTCQB Venture Market, under the trading symbol “HITIF”.

 

14

 

The following table sets forth a summary of the price ranges and volumes of the High Tide Shares traded on the CSE, for the months indicated. Unless otherwise noted, all figures are presented in Canadian dollars.

 

Period   High (CDN)   Low (CDN)   Trading Volume
September 1, 2020 – September 22, 2020   $0.20   $0.16   10,286,287
August 2020   $0.215   $0.145   14,368,381
July 2020   $0.165   $0.14   6,641,701
June 2020   $0.22   $0.15   12,334,915
May 2020   $0.20   $0.135   6,971,101
April 2020   $0.165   $0.09   4,734,470
March 2020   $0.185   $0.085   8,035,832
February 2020   $0.22   $0.14   3,735,504
January 2020   $0.26   $0.15   11,415,790
December 2019   $0.23   $0.16   7,211,534
November 2019   $0.285   $0.18   4,120,140
October 2019   $0.35   $0.20   5,841,075
September 2019   $0.39   $0.27   4,049,274
August 2019   $0.43   $0.32   4,863,388

 

The following table sets forth a summary of the price ranges and volumes of the High Tide Shares traded on the OTCQB Venture Market, for the months indicated. The OTCQB Venture Market is the foreign marketplace on which the greatest volume or quotation for the High Tide Shares generally occurs. Unless otherwise noted, all figures are presented in United States dollars.

 

Period   High (USD)   Low (USD)   Trading Volume
September 1, 2020 – September 22, 2020   $0.155   $0.119   2,817,714
August 2020   $0.1649   $0.1020   3,692,656
July 2020   $0.127   $0.0981   3,578,610
June 2020   $0.1651   $0.103   4,978,448
May 2020   $0.1416   $0.092   3,190,797
April 2020   $0.1131   $0.062   1,803,885
March 2020   $0.141   $0.0433   3,801,360
February 2020   $0.1709   $0.1019   2,387,900
January 2020   $0.197   $0.113   4,486,967
December 2019   $0.18   $0.12   1,365,617
November 2019   $0.2157   $0.1366   1,265,758
October 2019   $0.265   $0.146   3,400,642
September 2019   $0.3   $0.2019   1,796,401
August 2019   $0.34   $0.2378   4,100,458

 

15

 

Prior Sales

 

During the 12-month period prior to the date of this Information Circular, High Tide issued the following securities:

 

High Tide Shares

 

Date of Issuance   Number   Issuance Price (per High Tide Share)
November 1, 2019   277,680(1)   $0.284
November 15, 2019   784,314(2)   $0.215
December 4, 2019   983,720(2)   $0.215
December 12, 2019   2,645,503(3)   $0.1889
December 17, 2019   33,106(2)   $0.215
December 27, 2019   1,142,857(2)   $0.18
January 24, 2020   4,761,905(4)   $0.231
January 27, 2020   5,319,149(5)   $0.1879
January 31, 2020   574,639(6)   $0.18
February 14, 2020   3,000,000(6)   $0.20
February 20, 2020   5,000,000(7)   $0.195
March 6, 2020   612,764(8)   $0.17
April 17, 2020   1,966,666(2)   $0.12
June 15, 2020   1,871,343(2)   $0.171
August 26, 2020   1,851,852(9)   $0.189

 

Notes:

(1) Issued to an arm’s length third-party as consideration for investor communications services provided to High Tide.
(2) Issued to certain holders of the High Tide Unsecured Debentures, in satisfaction of interest payable to the said holders thereunder.
(3) Issued in connection with the acquisition of the remaining 49.9% interest in KushBar by High Tide.
(4) Issued in connection with the acquisition of the Canna Cabana retail cannabis store located in Hamilton, Ontario.
(5) Issued in connection with High Tide’s acquisition of a 50% interest in Saturninus Partners.
(6) Issued in settlement of certain ordinary course debt incurred by the High Tide on account of services provided to High Tide by an arm’s length party.
(7) Issued in connection with High Tide’s acquisition of a retail cannabis store in Tisdale, Saskatchewan.
(8) Issued to an arm’s length third party in connection with the purchase of a development permit and an assumption of a lease agreement.
(9) Issued upon partial conversion of a High Tide Secured Debenture.

 

High Tide Options

 

Date of Issuance   Number   Number of High Tide Shares Issuable Upon Exercise   Exercise Price (per High Tide Share)
February 11, 2020   200,000   200,000   $0.50

 

High Tide Warrants

 

Date of Issuance   Number   Number of High Tide Shares Issuable Upon Exercise   Exercise Price (per High Tide Share)
November 13, 2019   3,500,000   3,500,000   $0.30
November 13, 2019   1,000,000   1,000,000   $0.30
November 14, 2019   7,936,507   7,936,507   $0.50
December 4, 2019   8,392,857   8,392,857   $0.50
December 27, 2019   7,936,508   7,936,508   $0.50
January 7, 2020   35,294,117   35,294,117   $0.255
January 27, 2020   2,500,000   2,500,000   $0.40
September 13, 2020   1,600,000   1,600,000   $0.30

 

16

 

High Tide Unsecured Debentures

 

Date of Issuance   Number   Number of High Tide Shares Issuable Upon Conversion   Conversion Price (per High Tide Share)
November 14, 2019   1   7,936,507   $0.252
December 4, 2019   2   8,392,857   $0.252
December 27, 2019   2   7,936,507   $0.252

 

High Tide Secured Debentures

 

Date of Issuance   Number   Number of High Tide Shares Issuable Upon Conversion   Conversion Price (per High Tide Share)
December 12, 2019(1)   1   3,709,916   $0.189
July 23, 2020(1)   1   25,429,411   $0.425

 

Notes:

(1) See “General Development of the High Tide Business: Two Year History – Developments Subsequent to the Financial Year ended October 31, 2019” above.

 

High Tide Secured Loan Instrument

 

Date of Issuance   Number   Number of High Tide Shares Issuable Upon Conversion   Conversion Price (per High Tide Share)
January 7, 2020   1   29,410,751   $0.17

 

High Tide Escrowed Securities

 

The following table sets out the securities of High Tide that are, to the knowledge of High Tide, subject to escrow or subject to a contractual restriction on transfer as of the date of this Information Circular.

 

Designation of Class   Number of Securities Held in Escrow   Percentage of Class(1)
High Tide Shares   43,729,817(2)   18.36%
High Tide Warrants   81,618(2)   0.08%

 

Notes:

(1) Based on 238,231,132 High Tide Shares and 108,679,633 High Tide Warrants issued and outstanding as at the date of this Information Circular.
(2) Pursuant to the High Tide Escrow Agreement, 97,177,371 High Tide Shares and 181,373 High Tide Warrants were deposited into escrow in connection with the listing of the High Tide Shares on the CSE on December 17, 2018. Pursuant to the terms of the High Tide Escrow Agreement, 10% of the High Tide Escrowed Securities were released from escrow on the date the High Tide Shares were listed on the CSE, with the remaining High Tide Escrowed Securities to be released in increments of 15% every 6 months thereafter, subject to acceleration provisions provided for in National Policy 46-201 - Escrow for Initial Public Offering.

 

17

 

Directors and Executive Officers

 

The following table sets out certain information with respect to the directors and officers of High Tide. Each director is elected to hold office until the next annual meeting of the High Tide Shareholders or until their successor is duly elected or appointed.

 

Name, Province and Country of Residence, and Position   Principal Occupation(s) for Past Five Years   Director or Officer Since   Number and Percentage of High Tide Shares
Owned(1)

Harkirat (Raj) Grover(2) (3)
Director, President and CEO

(Alberta, Canada)

  Mr. Grover is the founder of High Tide Inc., and has served as President and Chief Executive Officer, and as Executive Chairman of the High Tide Board since the incorporation of High Tide in February 2018. Since 2009, Mr. Grover has served as a director and officer of Famous Brandz, RGR Canada, Canna Cabana, and KushBar, each of which are wholly-owned subsidiaries of High Tide Inc.   February 8, 2018   97,177,371(4)
(40.79%)
             

Rahim Kanji
Chief Financial Officer

(Alberta, Canada)

  Mr. Kanji has over 18 years of experience in various industries from start-up technology to enterprise oil and gas. Most recently he was the Chief Operating Officer at Kudos Inc., prior to which he was the Controller at Solium Capital Inc.   May 27, 2019   35,000
(0.01%)
             

Nitin Kaushal (2) (5)

Director

(Ontario, Canada)

  Mr. Kaushal currently serves as Managing Director, Corporate Finance at PwC Canada, and has over 30 years of finance and investment expertise. Mr. Kaushal has held a number of senior roles with Canadian investment banks as well as various roles within the private equity/venture capital industry. He sits on the boards of numerous public and private companies. Mr. Kaushal holds a Bachelor of Science (Chemistry) degree from the University of Toronto, and possesses in-depth knowledge of the cannabis industry.   October 16, 2018   55,555
(0.02%)
             

Arthur Kwan (2) (3) (5)

Director

(Alberta, Canada)

  Mr. Kwan is the President & Chief Executive Officer of CannaIncome Fund, a private investment firm focused on the cannabis sector. He began his investment career in 1997 with TD Asset Management and brings over 20 years of investment banking, capital markets, and private equity experience. Mr. Kwan has since held increasingly senior investment banking positions with Scotia Capital, PI Financial, and Paradigm Capital, where he was Managing Director, Investment Banking.   August 24, 2018   1,091,355
(0.46%)
             

Nader Ben Aissa(3)(5)

Director

(Alberta, Canada)

  Mr. Ben Aissa is a lawyer at Hooey and Company Lawyers in Calgary, Alberta, and specializes in commercial law with a wide range of experience in corporate governance, equity financing, and mergers and acquisitions.   August 24, 2018   27,777
(0.01%)
             

Binyomin Posen

Director

(Ontario, Canada)

  Mr. Posen is a Senior Analyst at Plaza Capital, where he focuses on corporate finance, capital markets and helping companies go public. After three and a half years of studies overseas, he returned to complete his baccalaureate degree in Toronto. Upon graduating (on the Dean’s List) he began his career as an analyst at a Toronto boutique investment bank where his role consisted of raising funds for IPOs and RTOs, business development for portfolio companies and client relations.   July 24, 2019   3,500
(0.001%)
             

Notes:

(1) Number of High Tide Shares, being the only class of voting securities of High Tide, beneficially owned, or controlled or directed, directly or indirectly as at the date of this Information Circular. Information regarding High Tide Shares held does not include High Tide Shares issuable upon the exercise of High Tide Options, High Tide Warrants or other convertible securities of High Tide. Information in the table above is derived from High Tide’s review of insider reports filed with SEDI and from information furnished by the respective director and/or officer.

 

18

 

(2) Member of the Nomination and Corporate Governance Committee of High Tide (see 2020 High Tide Information Circular).
(3) Member of the Compensation Committee of High Tide (see 2020 High Tide Information Circular).
(4) Includes 59,123,299 High Tide Shares directly owned by Mr. Grover, as well as the following High Tide Shares, beneficially owned by Mr. Grover: (a) 4,119,852 High Tide Shares held by Grover Family Trust, a non-arm’s length entity to Mr. Grover, (b) 11,263,311 High Tide Shares held by 2088550 Alberta Ltd., an entity wholly owned by Mr. Grover and his spouse, Roza Grover, (c) 106,489 High Tide Shares held by Grover Investments Inc., an entity wholly owned by Mr. Grover and Ms. Grover, and (iv) 22,564,420 High Tide Shares held by Ms. Grover.
(5) Member of the Audit Committee.

 

As at the date of this Information Circular, based on High Tide’s review of insider reports filed with SEDI and from information furnished by each director and officer of High Tide, the directors and officers of High Tide, as a group, beneficially owned, directly or indirectly, and exercised control or direction over approximately 98,390,558 High Tide Shares, representing approximately 41.30% of the issued and outstanding High Tide Shares.

 

A biography of the each of the directors and officers of High Tide described above is contained in the 2020 High Tide Information Circular, available under High Tide’s profile on SEDAR at www.sedar.com.

 

Cease Trade Orders

 

No director or executive officer of High Tide is, as at the date of this Information Circular, or has been within ten years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including High Tide), that:

 

(a) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or

 

(b) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that Person was acting in the capacity as director, chief executive officer or chief financial officer.

 

Bankruptcies

 

Other than as disclosed below, no director or executive officer of High Tide, nor a shareholder holding a sufficient number of securities of High Tide to affect materially the control of High Tide:

 

(a) is, as at the date of this Information Circular, or has been within the ten years before the date of this Information Circular, a director or executive officer of any company (including High Tide) that, while that Person was acting in that capacity, or within a year of that Person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

 

(b) has, within the ten years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

 

Mr. Arthur Kwan, a director of High Tide, previously had declared personal bankruptcy on February 10, 2010. Mr. Kwan underwent a marital divorce along with being a partner in a start-up business that became financially distressed as a result of the economic downturn and recession. Mr. Kwan was unconditionally discharged from his personal bankruptcy on November 15, 2011.

 

19

 

Penalties or Sanctions

 

No director or executive officer of High Tide, nor a shareholder holding a sufficient number of securities of High Tide to affect materially the control of High Tide, has been subject to:

 

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

 

(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

 

Conflicts of Interest

 

Conflicts of interest may arise as a result of the directors, officers and promoters of High Tide also holding positions as directors and/or officers of other companies. Some of those persons who are directors and officers of High Tide have and will continue to be engaged in the identification and evaluation of assets and businesses and companies on their own behalf and on behalf of other companies. In addition, as of the date of this Information Circular, High Tide leases an office and a warehouse space in Calgary, Alberta which is owned by Grover Properties Inc., an entity that is controlled by Mr. Raj Grover, the President, Chief Executive Officer, and a director of High Tide. Mr. Grover is also a controlling shareholder of High Tide with beneficial ownership or direction over approximately 40.79% of the High Tide Shares issued and outstanding as at the date of this Information Circular. The lease was established by an independent real estate valuations services company at prevailing market rates and has lease payments totaling $386,000 per annum. Accordingly, situations may arise where the directors and officers, and in particular, Mr. Grover, may be in direct competition with High Tide. Conflicts of interest, if any, will be subject to the procedures and remedies under the ABCA.

 

Executive Compensation

 

The following section of this Appendix D contains the disclosure required under Form 51-102F6V – Statement of Executive Compensation – Venture Issuers, in respect of High Tide.

 

Summary Compensation Table for Named Executive Officers

 

The following table provides a summary of the total compensation earned during the financial year of High Tide ended October 31, 2019 and 2018 by the High Tide Named Executive Officers, for services rendered in all capacities during such period. The High Tide Named Executive Officers for the purposes of this Appendix D are the individuals listed below.

 

Table of Compensation Excluding Compensation Securities
Name and Position   Year   Salary, Consulting Fee, Retainer or Commission     Bonus     Committee or Meeting Fees     Value of Perquisites     Value of all Other Compensation     Total Compensation  
Harkirat (Raj) Grover(1)   2019   $ 284,231     $ 150,000 (2)     Nil     $ 19,250 (3)     N/A     $ 453,481  
President, CEO & Director   2018   $ 255,229       Nil       Nil     $ 26,617 (4)     Nil     $ 281,846  
Rahim Kanji(5)   2019   $ 57,692       Nil       Nil       Nil       Nil     $ 57,692  
Chief Financial Officer   2018     N/A       N/A       N/A       N/A       N/A       N/A  
Matthew Dexter(6)   2019   $ 71,872       Nil       Nil       Nil       Nil     $ 71,872  
Chief Financial Officer   2018   $ 40,000       Nil       Nil       Nil       Nil     $ 40,000  
Nick Kuzyk(7)   2019   $ 141,151     $ 90,905 (2)(9)     Nil     $ 4,632       Nil     $ 236,688  
Chief Strategy Officer & SVP Capital Markets   2018(8)     N/A       N/A       N/A       N/A       N/A       N/A  
Andy Palalas   2019   $ 141,154     $ 45,000 (2)(10)     Nil       Nil       Nil     $ 186,154  
Chief Revenue Officer   2018(8)     N/A       Nil       N/A       N/A       N/A       N/A  

Notes:

(1) Mr. Grover did not receive any compensation as a director of High Tide during the financial years of High Tide ended October 31, 2019 and 2018.
(2) Represents amounts paid to the respective High Tide Named Executive Officer for services provided to High Tide during the financial year of High Tide ended October 31, 2018.
20

 

(3) Represents the fair value of a company vehicle and other allowances provided to Mr. Grover by High Tide.
(4) Represents the fair value of a company vehicle provided to Mr. Grover by High Tide.
(5) Mr. Kanji was appointed as Chief Financial Officer on May 27, 2019.
(6) Mr. Dexter resigned on April 22, 2019.
(7) Mr. Kuzyk resigned on February 18, 2020.
(8) For the purposes of this Appendix D, Mr. Kuzyk and Mr. Palalas were not High Tide Named Executive Officers for the financial year of High Tide ended October 31, 2018.
(9) During the financial year of High Tide ended October 31, 2019, Mr. Kuzyk was awarded a bonus of $90,905 for his services as Chief Strategy Officer & SVP Capital Markets for the financial year of High Tide ended October 31, 2018. High Tide paid $40,905 of the bonus in cash in January 2019, and settled $45,000 by issuing to Mr. Kuzyk 100,000 High Tide Shares in June 2019 at a deemed price of $0.45 per High Tide Share.
(10) During the financial year of High Tide ended October 31, 2019, Mr. Palalas was awarded a bonus of $45,000 for his services as Chief Revenue Officer for the financial year of High Tide ended October 31, 2018. High Tide settled this amount by issuing to Mr. Palalas 100,000 High Tide Shares in June 2019 at a deemed price of $0.45 per High Tide Share.

 

Compensation of Directors

 

Individual Director Compensation

 

The following table provides a summary of total compensation earned by the directors of High Tide during the financial years of High Tide ended October 31, 2019 and 2018.

 

Table of Compensation Excluding Compensation Securities
Name and Position   Year   Salary, Consulting Fee, Retainer or
Commission
    Bonus     Committee or Meeting Fees     Value of Perquisites     Value of all Other Compensation     Total Compensation  
Harkirat (Raj) Grover   2019     Nil       Nil       Nil       Nil       Nil       Nil  
Director   2018     Nil       Nil       Nil       Nil       Nil       Nil  
Nader Ben Aissa   2019   $ 25,000 (1)     Nil       Nil       Nil       Nil     $ 25,000  
Director   2018   $ 25,000 (2)     Nil       Nil       Nil       Nil     $ 25,000  
Arthur Kwan   2019   $ 25,000 (1)     Nil       Nil       Nil       Nil     $ 25,000  
Director   2018   $ 25,000 (3)     Nil       Nil       Nil       Nil     $ 25,000  
Nitin Kaushal   2019   $ 25,000 (1)     Nil       Nil       Nil       Nil     $ 25,000  
Director   2018   $ 25,000 (3)     Nil       Nil       Nil       Nil     $ 25,000  
Binyomin Posen(4)(5)   2019   $ 6,831 (1)     Nil       Nil       Nil       Nil     $ 6,831  
Director   2018     N/A       N/A       N/A       N/A       N/A       N/A  

 

Notes:

(1) Represents amount accrued to the respective director for the financial year of High Tide ended October 31, 2019, and payable subsequent to the financial year end.
(2) Subsequent to the financial year of High Tide ended October 31, 2018, Mr. Ben Aissa was awarded $25,000 for his services as a director during the financial year of High Tide ended October 31, 2018. High Tide settled this amount by paying $12,500 in cash in August 2019, and settled $12,500 by issuing Mr. Ben Aissa 27,777 High Tide Shares in July 2019 at a deemed price of $0.45 per High Tide Share.
(3) Subsequent to the financial year of High Tide ended October 31, 2018, Mr. Kwan and Mr. Kaushal were each awarded $25,000 for their services as a director during the financial year of High Tide ended October 31, 2018. High Tide settled these amounts by issuing 55,555 High Tide Shares to each of Mr. Kwan and Mr. Kaushal in July 2019 at a deemed price of $0.45 per High Tide Share.
(4) Mr. Posen was elected as a director on July 24, 2019.
(5) Mr. Posen’s accrued fee for the financial year of High Tide ended October 31, 2019 is payable subsequent to the said financial year end.

 

21

 

Stock Options and Other Compensation Securities

 

High Tide has in place the High Tide Stock Option Plan, approved by the High Tide Board, and previously approved by the High Tide Shareholders. The High Tide Stock Option Plan is a “rolling” plan which allows High Tide to grant High Tide Options to the directors, officers, employees and consultants of High Tide, up to an aggregate maximum of 10% of the issued and outstanding High Tide Shares, from time to time.

 

The following table sets forth details of all High Tide Options granted and/or issued to the High Tide Named Executive Officers and directors during the most recently completed financial year of High Tide, ended October 31, 2019, for services provided or to be provided, directly or indirectly, to High Tide.

 

Compensation Securities
Name and Position   Type of Compensation Security   Number of Compensation Securities, Number of Underlying Securities, and Percentage of Class   Date of Issue or Grant
(D/M/Y)
  Issue, Conversion or Exercise Price
($)
  Closing Price of Security or Underlying Security on Date of Grant
($)
  Closing Price of Security or Underlying Security at Year End ($)   Expiry Date (D/M/Y)

Harkirat (Raj) Grover,

President, CEO & Director

  High Tide Options   1,000,000   21/11/18   $0.50   $0.22   $0.25   21/11/21

Rahim Kanji,

Chief Financial Officer

  High Tide Options   500,000   20/06/19   $0.50   $0.365   $0.25   20/06/22

Nick Kuzyk

Chief Strategy Officer & SVP Capital Markets

  High Tide Options   500,000   21/11/18   $0.50   $0.22   $0.25   21/11/21
Andy Palalas
Chief Revenue Officer
  High Tide Options   500,000   21/11/18   $0.50   $0.22   $0.25   21/11/21

Nitin Kaushal,

Director

  High Tide Options   500,000
500,000
  21/11/18
30/04/19
  $0.50
$0.50
  N/A
$0.415
  $0.25
$0.25
  21/11/21
30/04/22

Arthur Kwan,

Director

  High Tide Options   500,000
500,000
  21/11/18
30/04/19
  $0.50
$0.50
  N/A
$0.415
  $0.25
$0.25
  21/11/21
30/04/22

Nader Ben Aissa,

Director

  High Tide Options   750,000   21/11/18   $0.50   N/A   $0.25   21/11/21

Binyomin Posen,

Director

  High Tide Options   Nil   N/A   N/A   N/A   N/A   N/A

 

Exercise of Compensation Securities by High Tide Named Executive Officers and Directors

 

There were no High Tide Options exercised by any High Tide Named Executive Officer or director during the most recently completed financial year of High Tide, ended October 31, 2019.

 

The High Tide Stock Option Plan

 

High Tide currently has in place the High Tide Stock Option Plan, under which High Tide Options are granted to directors, officers, employees and consultants of High Tide or its Subsidiaries, as an incentive to serve High Tide in attaining its goal of improved shareholder value. The principal purposes of the High Tide Stock Option Plan are: (a) to permit the directors, officers, employees, and consultants of High Tide, as well as persons providing investor relation services to High Tide, to participate in the growth and development of High Tide through the grant of equity-based awards, and (b) to allow High Tide to reduce the proportion of executive compensation otherwise paid in cash and reallocate those funds to other corporate initiatives.

 

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The High Tide Stock Option Plan is a “rolling” plan pursuant to which the aggregate number of High Tide Shares reserved for issuance thereunder may not exceed, at the time of grant, in aggregate 10% of the issued and outstanding High Tide Shares from time to time.

 

Summary of Terms and Conditions of the High Tide Stock Option Plan

 

The following summary of certain terms of the High Tide Stock Option Plan is qualified, in its entirety, by the full text of the High Tide Stock Option Plan, which is available under High Tide’s profile on SEDAR at www.sedar.com.

 

(a) Under the High Tide Stock Option Plan, High Tide Options may be granted to directors, officers, consultants, and employees of High Tide or its Subsidiaries, provided that the number of High Tide Shares which will be available for purchase pursuant to the High Tide Stock Option Plan, plus any other outstanding High Tide Options granted pursuant to a previous stock option plan or agreement, does not exceed 10% of the number of High Tide Shares that are outstanding on a fully diluted basis immediately prior to the date of the High Tide Share issuance or grant of a High Tide Option.

 

(b) The grant date and the expiry date of a High Tide Option shall be the dates fixed by the High Tide Board or a committee of the High Tide Board to which the responsibility of approving the grant of High Tide Options has been delegated (such committee, referred to in this Appendix D as the “High Tide Approval Committee”).

 

(c) The period during which a particular High Tide Option may be exercised shall not exceed ten years from the grant date. Any High Tide Option or part thereof not exercised within the said exercise period shall terminate and become null, void and of no effect as of the expiry date (the “High Tide Option Expiry Date”). The High Tide Option Expiry Date shall occur at the earliest of the date fixed by the High Tide Board or the High Tide Approval Committee, as the case may be, or the 30th day following the date the person ceases to hold their position other than by reason of death or disability, or sooner as prescribed by the High Tide Stock Option Plan.

 

(d) The exercise price at which a High Tide Option may be used to purchase a High Tide Share shall be determined by the High Tide Board or the High Tide Approval Committee, as the case may be. The exercise price shall not be less than the market value for the High Tide Shares, and shall be subject to any adjustments as may be required to secure all necessary approvals of any securities regulatory bodies having jurisdiction over High Tide, the High Tide Stock Option Plan or the High Tide Option.

 

(e) The High Tide Options are non-assignable and not transferable, except under limited circumstances.

 

Compensation Discussion and Analysis

 

Introduction

 

The Compensation Discussion and Analysis section of this Appendix D sets out the objectives of High Tide’s executive compensation arrangements, High Tide’s executive compensation philosophy and the application of this philosophy to High Tide’s executive compensation arrangements.

 

The compensation committee of High Tide (such committee, referred to in this Appendix D as the “High Tide Compensation Committee”) has responsibility for approving the compensation program for the High Tide Named Executive Officers and directors. The High Tide Compensation Committee acts pursuant to the charter of the High Tide Compensation Committee, approved by the High Tide Board. The purpose of the High Tide Compensation Committee is to assist the High Tide Board in (a) identifying potential nominees to the High Tide Board, (b) assessing the effectiveness of the directors, the High Tide Board and the various committees of the High Tide Board and the composition of the High Tide Board and its committees, (iii) developing, reviewing and planning High Tide’s approach to corporate governance issues, including the public disclosure of High Tide’s corporate governance practices, (iv) discharging its responsibilities regarding compensation of High Tide’s executives and the members of the High Tide Board, and (v) setting objectives for the Chief Executive Officer of High Tide and evaluating the Chief Executive Officer’s performance. The High Tide Compensation Committee also performs such other activities as are consistent with the charter of the High Tide Compensation Committee, High Tide’s by-laws, and applicable legislation and applicable guidelines which the High Tide Board deems necessary or appropriate for the fulfilment of the High Tide Compensation Committee’s duties and responsibilities.

 

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When determining the compensation arrangements for the High Tide Named Executive Officers and directors, the High Tide Board, acting on the advice of the High Tide Compensation Committee, considers the objectives of (a) retaining executives critical to the success of High Tide and the enhancement of shareholder value, (b) providing fair and competitive compensation, (c) balancing the interests of management and the High Tide Shareholders, and (d) rewarding performance, both on an individual basis and with respect to the business in general.

 

Benchmarking

 

In determining the compensation level for each executive, the High Tide Board, acting on the advice of the High Tide Compensation Committee, looks at factors such as the relative complexity of the executive’s role within the organization, the executive’s performance and potential for future advancement, the compensation paid by other companies in the same industry as High Tide, and pay equity considerations.

 

Elements of Compensation

 

The compensation paid to the High Tide Named Executive Officers and directors in any year consists of three primary components:

 

(a) base salary;

 

(b) annual short-term incentive bonuses; and

 

(c) long-term incentives.

 

Management believes that making a significant portion of the High Tide Named Executive Officers’ and directors’ compensation based on a base salary, long-term incentives and incentive bonuses supports High Tide’s executive compensation philosophy, as these forms of compensation allow those most accountable for High Tide’s long-term success to acquire and hold High Tide Shares. The key features of these three primary components of compensation are discussed below:

 

1. Base Salary

 

Base salary recognizes the value of an individual to High Tide based on his or her role, skill, performance, contributions, leadership and potential. It is critical in attracting and retaining executive talent in the markets in which High Tide competes for talent. Base salaries for the High Tide Named Executive Officers and directors are reviewed annually. Any change in the base salary of a High Tide Named Executive Officer or a director is generally determined by an assessment of such executive’s performance, a consideration of competitive compensation levels in companies similar to High Tide and a review of the performance of High Tide as a whole and the role such executive officer played in such corporate performance.

 

2. Short-Term Incentives

 

High Tide grants short-term incentive awards to the High Tide Named Executive Officers and directors on an individual basis, in the form of annual cash bonuses, which are intended to motivate and reward executives for achieving and surpassing annual corporate and individual goals approved by the High Tide Board. Management believes that performance-based bonuses promote High Tide’s overall compensation objectives by tying a meaningful portion of an executive’s compensation to the overall growth of the High Tide Business, thereby aligning the interests of executives with the interests of the High Tide Shareholders and other stakeholders. All short-term incentive bonuses are discretionary, awarded at the sole discretion of High Tide.

 

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3. Long-Term Incentives

 

High Tide’s executives and other employees and consultants, are eligible to participate in the long-term incentive program of High Tide, comprised of High Tide Options issued pursuant to the High Tide Stock Option Plan. The purpose of the long-term incentive program is to promote greater alignment of interests between employees and the High Tide Shareholders and other stakeholders, and to support the achievement of High Tide’s longer-term performance objectives, while providing a long-term retention element.

 

High Tide does not have any policies which permit or prohibit a High Tide Named Executive Officer or director to purchase financial instruments.

 

Termination and Change of Control Benefits and Management Contracts

 

Except as disclosed below, there are no contracts, agreements, plans or arrangements that provide for payments to a High Tide Named Executive Officer or director at, following or in connection with respect to change of control of High Tide, or severance, termination or constructive dismissal of or a change in a High Tide Named Executive Officer’s or director’s responsibilities.

 

Pursuant to an executive employment agreement, effective May 1, 2019, between High Tide and Mr. Raj Grover, the President, Chief Executive Officer, and director of High Tide (referred to in this Appendix D as the “Grover Agreement”), Mr. Grover is compensated for his role as Chief Executive Officer and President of High Tide with (a) a base salary of $300,000; (b) an annual bonus of up to 100% of his base salary, dependent on High Tide meeting certain performance targets; (c) participation in High Tide’s employee incentive plans and standard medical, dental and insurance programs; (d) an automobile allowance of $24,000 per annum; (e) a financial planning and tax service allowance of $10,000; (f) a personal health and wellness allowance of $2,500; and (g) payment of Mr. Grover’s reasonable travel and business expenses. Mr. Grover may terminate his employment with High Tide for any reason by giving a minimum of one hundred and twenty (120) days written notice to High Tide. In the event High Tide chooses to waive the 120 days written notice period, in whole or in part, Mr. Grover is entitled to receive pay in lieu of notice for the remainder of the notice period which was not worked, paid on the basis of his base salary only. The Grover Agreement also provides that High Tide may terminate Mr. Grover’s employment without cause by payment of a lump sum equal to the greater of: (a) two times the sum of Mr. Grover’s annual base salary, annual value of perquisites and annualized value of benefit plans, and (b) the value of one and one-half months of Mr. Grover’s annual base salary for each complete year of service from the commencement of Mr. Grover’s employment as President of Smoker’s Corner Ltd. (July 1, 2009) and two times the sum of the annual value of perquisites and annualized value of benefit plans. For illustration purposes, assuming: (a) that Mr. Grover’s employment is terminated without notice by High Tide, (b) that Mr. Grover’s annual base salary, annual value of perquisites and annualized value of benefit plans is $350,000, and (c) that, pursuant to the Grover Agreement, Mr. Grover is entitled to two times his base salary, annual value of perquisites and annualized value of benefit plans at the time of such termination, Management estimates that Mr. Grover may be entitled to a lump sum payment of approximately $700,000.

 

Pursuant to an executive employment agreement, effective May 27, 2019, between High Tide and Mr. Rahim Kanji, the Chief Financial Officer of High Tide (referred to in this Appendix D as the “Kanji Agreement”), Mr. Kanji is compensated for his role as Chief Financial Officer of High Tide with (a) a base salary of $150,000; (b) an annual performance based bonus, determined at the sole discretion of the High Tide Board; (c) 500,000 High Tide Options, with 125,000 High Tide Options being granted on the date of the Kanji Agreement and 125,000 High Tide Options vesting on the 12, 18 and 24 month anniversaries of the Kanji Agreement; (d) payment of Mr. Kanji’s reasonable business and travel expenses; (e) an annual allowance of $1,250 towards the payment of Mr. Kanji’s Chartered Professional Accountant professional fees; and (f) an annual allowance of $2,000 towards the payment of Mr. Kanji’s professional development expenditures. Mr. Kanji may terminate his employment with High Tide for any reason by giving a minimum of thirty (30) days written notice to High Tide. In the event High Tide chooses to waive the 30 days written notice period, in whole or in part, Mr. Kanji is entitled to receive pay in lieu of notice for the remainder of the notice period which was not worked, paid on the basis of his base salary only. The Kanji Agreement also provides that High Tide may terminate Mr. Kanji’s employment without cause by payment of a lump sum equal to one month of base salary for each complete year of service under the Kanji Agreement to a maximum of twenty-four (24) months of base salary.

 

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Corporate Governance and Audit Committee

 

High Tide is committed to sound corporate governance practices. For information concerning High Tide’s corporate governance practices, as well as the audit committee of High Tide, please see the 2020 High Tide Information Circular, which is incorporated by reference herein.

 

Dividends and Distributions

 

To date, High Tide has not declared or paid any cash dividends on any of its issued securities. Other than requirements imposed under applicable corporate law, there are no other restrictions on High Tide’s ability to pay dividends under the articles and other constating documents of High Tide. Any determination to pay any future dividends in any of High Tide’s issued securities will remain at the discretion of the High Tide Board and will be made based an assessment of various factors, including, High Tide’s earnings, financial requirements and other conditions deemed relevant by the High Tide Board. High Tide has no intention of paying dividends in the foreseeable future.

 

Promoters

 

Mr. Raj Grover, the President, Chief Executive Officer, and a director of High Tide, took the initiative of founding and organizing High Tide and its business and operations, including the business and operations of certain of its Subsidiaries such as RGR Canada, Smoker’s Corner Ltd., Canna Cabana, and KushBar. Accordingly, Mr. Grover may be considered a promoter of High Tide within the meaning of applicable Securities Laws. For a description of the voting and equity securities of High Tide held by Mr. Grover, please see “Directors And Officers” above, and for a description of all compensation received by Mr. Grover during the financial years of High Tide ended October 31, 2019 and 2018, please see “Executive Compensation” above.

 

As of the date of this Information Circular, High Tide leases an office and a warehouse space in Calgary, Alberta, which is owned by Grover Properties Inc., an entity that is controlled by Mr. Grover. The office and warehouse space were leased to High Tide to accommodate High Tide’s operational expansion in the early stages of its development. The lease, which was established by an independent real estate valuations services company at prevailing market rates, has lease payments totaling $386,000 per annum.

 

Risk Factors

 

High Tide is subject to a number of risks. A non-exhaustive list of certain specific and general risks that Management is aware of and believe to be material to, and could affect, the High Tide Business, results of operations, prospects and financial condition of High Tide (the “Non-Exhaustive List of Risk Factors”) is attached as Schedule A to this Appendix D. When reviewing forward-looking statements and other information contained in this Information Circular, readers should carefully consider the Non-Exhaustive List of Risk Factors, as well as other uncertainties, potential events and industry and company-specific factors that may have a High Tide Material Adverse Effect on High Tide.

 

Additional risks and uncertainties not presently known to High Tide or that High Tide does not currently anticipate will be material may impair High Tide’s business operations and its operating results, and as a result could materially impact the High Tide Business, results of operations, prospects and financial condition of High Tide. Further, High Tide operates in a regulated and rapidly changing environment. New risk factors emerge from time to time and it is not possible for Management to predict all risk factors or the impact of such factors on the High Tide Business. High Tide assumes no obligation to update or revise the Non-Exhaustive List of Risk Factors attached as Schedule A to this Appendix D or other information contained in this Information Circular.

 

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Legal Proceedings and Regulatory Actions

 

Other than as described in the High Tide Interim Financial Statements, incorporated by reference herein, High Tide is not, and was not during the most recently completed financial year, or from the end of the most recently completed financial year to the date of this Information Circular, (a) a party to (nor was any of its property the subject of) any legal proceedings or regulatory actions material to High Tide, and no such proceedings or actions are known to be contemplated, (b) the subject of any penalty or sanction imposed by a court relating to securities legislation, or by a securities regulatory authority, and no such penalties or sanctions are known to be contemplated, or (c) the subject of any penalty or sanction imposed by a court that would likely be considered important to a reasonable investor in making an investment decision in respect of the securities of High Tide, and no such penalties or sanctions are known to be contemplated.

 

Interests of Management and Others in Material Transactions

 

Except as disclosed in the documents incorporated by reference herein, or as otherwise disclosed in this Information Circular, High Tide is not aware of any material interest of any director or executive officer, any person that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the High Tide Shares, or any associate or affiliate of the foregoing persons, in any transaction within the three years before the date of this Information Circular that has materially affected, or is reasonably expected to materially affect, High Tide.

 

Principal Holders of Voting Securities

 

Other than as disclosed below, as at the date of this Information Circular, to the knowledge of High Tide, and based on the Company’s review of the records maintained by Capital Transfer Agency, ULC, electronic filings with SEDAR, and insider reports filed with the SEDI, no Person beneficially owns, or controls or directs, directly or indirectly, 10% or more of any class of voting securities of High Tide, on a non-diluted basis.

 

Name   Aggregate Number of High Tide Shares   Percentage of Outstanding High Tide Shares
Harkirat (Raj) Grover   97,177,371 (1)   40.79%

 

Notes:

(1) Includes the following High Tide Shares, beneficially owned by Mr. Grover: (a) 4,119,852 High Tide Shares held by Grover Family Trust, a non-arm’s length entity to Mr. Grover, (b) 11,263,311 High Tide Shares held by 2088550 Alberta Ltd., an entity wholly owned by Mr. Grover and his spouse, Roza Grover, (c) 106,489 High Tide Shares held by Grover Investments Inc., an entity wholly owned by Mr. Grover and Ms. Grover, and (d) 22,564,420 High Tide Shares held by Ms. Grover.

 

Transfer Agent and Registrar and Auditor

 

High Tide’s registrar and transfer agent for the High Tide Shares and the High Tide Unsecured Debentures is Capital Transfer Agency, ULC at its principal office in Toronto, Ontario.

 

Ernst & Young LLP have been High Tide’s independent auditors since July 30, 2020. The office of the auditors is located at 2200 – 215 2nd Street SW, Calgary, Alberta, T2P 1M4.

 

Material Contracts

 

Except for contracts made in the ordinary course, and in addition to the material contracts of High Tide disclosed in the documents incorporated by reference herein, the following are the only material contracts entered into by High Tide before the date of this Information Circular, that are still in effect:

 

· the High Tide Debenture Indenture;

 

· the Windsor Loan Agreement, and the following documents, entered into in connection therewith in favour of Windsor: (a) a general security agreement dated January 17, 2020, and (b) a share pledge agreement dated January 17, 2020 (as amended and restated on February 24, 2020);

 

· the debt restructuring agreement dated July 23, 2020 and entered into with the High Tide Key Investor in connection with the High Tide Debt Restructuring;

 

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· the Amended Halo Labs APA; and

 

· the Arrangement Agreement (please see “The Arrangement Agreement” of this Information Circular).

 

Interest of Experts

 

The following are the persons or companies who were named as having prepared or certified a statement, report or valuation in this Information Circular either directly or in a document incorporated by reference and whose profession or business gives authority to the statement, report or valuation made by the person or company:

 

MNP LLP, High Tide’s former and independent auditors, have prepared an independent audit report dated February 28, 2020 in respect of the High Tide Annual Financial Statements. MNP LLP have confirmed that they are independent of High Tide within the meaning of the ‘Rules of Professional Conduct’ of the Institute of Chartered Accountants of Alberta.

 

Shimmy Posen, a partner at Garfinkle Biderman LLP, holds 3,032,127 High Tide Shares. Excluding Mr. Posen, partners and associates of Garfinkle Biderman LLP, beneficially own, directly or indirectly, less than 1% of the outstanding META Shares and less than 1% of the outstanding High Tide Shares. Mr. Posen does not hold any META Shares.

 

Additional Information

 

Additional information relating to High Tide is available under High Tide’s issuer profile on SEDAR at www.sedar.com, including, but not limited to: (a) additional information concerning the remuneration and indebtedness, of the directors and officers of High Tide, and the securities authorized for issuance under High Tide’s equity compensation plan, and (b) additional financial information concerning High Tide (including the High Tide Annual Financial Statements, the auditor’s report thereon, and related management’s discussion and analysis for the High Tide Annual Financial Statements).

 

U.S. Cannabis-Related Activities Disclosure

 

In light of the political and regulatory uncertainty surrounding the treatment of U.S. cannabis-related activities, including the rescission of the Cole Memorandum and the 2014 Cole Memorandum discussed in Schedule B – “U.S. Cannabis-Related Activities Disclosure” to this Appendix D, on February 8, 2018 the Canadian Securities Administrators published Staff Notice 51-352 setting out the Canadian Securities Administrators’ disclosure expectations for specific risks facing issuers with cannabis-related activities in the U.S. Staff Notice 51-352 includes additional disclosure expectations that apply to all issuers with U.S. cannabis- related activities, including those with direct and indirect involvement in the cultivation and distribution of cannabis, as well as issuers, such as High Tide and its Subsidiaries, which may be considered to have ancillary involvement in the U.S. cannabis industry.

 

The disclosure required under Staff Notice 51-352 is set forth in Schedule B – “U.S. Cannabis-Related Activities Disclosure” to this Appendix D.

 

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SCHEDULE A TO APPENDIX D

NON-EXHAUSTIVE LIST OF RISK FACTORS

 

Unless the context indicates otherwise, capitalized terms which are used in this Schedule A to Appendix D but are not otherwise defined herein have the meanings given to such terms in “Glossary of Terms” to this Information Circular.

 

Licenses and Permits

 

The ability of High Tide and its Subsidiaries (together, referred to in this Schedule A to Appendix D as, the “Company”) to continue the High Tide Business is dependent on the good standing of various Authorizations from time to time possessed by the Company and adherence to all regulatory requirements related to such activities. The Company will incur ongoing costs and obligations related to regulatory compliance, and any failure to comply with the terms of such Authorizations, or to renew the Authorizations after their expiry dates, could have a High Tide Material Adverse Effect on the Company.

 

Although Management believes that the Company will meet the requirements of applicable Laws for future extensions or renewals of the applicable Authorizations, there can be no assurance that applicable Governmental Entities will extend or renew the applicable Authorizations, or if extended or renewed, that they will be extended or renewed on the same or similar terms. In the event that the applicable Governmental Entities do not extend or renew the applicable Authorizations, or should they renew the applicable Authorizations on different terms, any such event or occurrence could have a High Tide Material Adverse Effect on the Company.

 

The Company remains committed to regulatory compliance. However, any failure to comply with applicable Laws may result in additional costs for corrective measures, penalties, or restrictions on the operations of the Company. In addition, changes in applicable Laws or other unanticipated events could require changes to the operations of the Company, increased compliance costs or give rise to material liabilities, which could have a High Tide Material Adverse Effect on the Company.

 

Changes in Laws

 

The High Tide Business is subject to a variety of applicable Laws, including those relating to the marketing, acquisition, manufacturing, management, transportation, storage, sale, packaging and labeling, and disposal of cannabis and cannabis products. The Company is also subject to applicable Laws relating to health and safety, the conduct of operations, taxation of products and the protection of the environment. As applicable Laws pertaining to the cannabis industry are relatively new, it is possible that significant legislative amendments may still be enacted – either provincially or federally – that address current or future regulatory issues or perceived inadequacies in the regulatory framework. Changes to applicable Laws could have a High Tide Material Adverse Effect on the Company.

 

The legislative framework pertaining to the Canadian adult-use cannabis market is subject to significant provincial and territorial regulation. The legal framework varies across provinces and territories and results in asymmetric regulatory and market environments. Different competitive pressures, additional compliance requirements, and other costs may also limit the Company’s ability to participate in such market.

 

Risks Relating to Suppliers

 

Cannabis retailers are dependent on the supply of cannabis products from Licensed Producers. There can be no assurance that there will be a sufficient supply of cannabis available to the Company to purchase and to operate the High Tide Business or satisfy demand. Licensed Producers’ growing operations are dependent on a number of key inputs and their related costs, including raw materials and supplies. Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could materially impact Licensed Producers and, in turn, could have a High Tide Material Adverse Effect on the Company. Any inability of Licensed Producers to secure required supplies and services or to do so on appropriate terms could also have a High Tide Material Adverse Effect on the Company. The facilities of the Licensed Producers could be subject to adverse changes or developments, including but not limited to a breach of security, which could have a High Tide Material Adverse Effect on the Company. Any breach of the security measures and other facility requirements, including any failure to comply with recommendations or requirements arising from inspections by Health Canada or other legal or regulatory requirements could also have an impact on the ability of Licensed Producers supplying the Company to continue operating under their Authorizations or the prospect of renewing their Authorizations or on the ability or willingness of the Company to sell product sourced from one or more Licensed Producers, which could have a High Tide Material Adverse Effect on the Company.

 

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In addition to the foregoing, one or more of the risk factors contemplated in this Schedule A to Appendix D may also directly apply to, and impact, the business, operations and financial condition of the Licensed Producers supplying the Company, resulting in such Licensed Producers to experience operational slowdowns or other barriers to operations (including as a result of protective measures associated with the COVID-19 pandemic) which may affect the ability of the Company to obtain and sell product sourced from such Licensed Producer. In turn, such events could have an indirect High Tide Material Adverse Effect on the Company.

 

Third Party Relationships

 

From time to time, the Company may enter into strategic alliances with third parties that the Company believes will complement or augment its High Tide Business or will have a beneficial impact on the Company. Strategic alliances with third parties could present unforeseen integration obstacles or costs, may not enhance the High Tide Business, and may involve risks that could adversely affect the Company, including the risk that significant amounts of Management’s time may be diverted from operations in order to pursue and complete such transactions or maintain such strategic alliances. Future strategic alliances could result in the Company incurring additional debt, costs and contingent liabilities, and there can be no assurance that future strategic alliances will achieve, or that the Company’s existing strategic alliances will continue to achieve, the expected benefits to the High Tide Business or that the Company will be able to consummate future strategic alliances on satisfactory terms, or at all. Any of the foregoing could have a High Tide Material Adverse Effect on the Company.

 

Reliance on Established Cannabis Retail Stores

 

The Retail Store Authorizations held by the Company are specific to individual cannabis retail stores. Any adverse changes or disruptions to the functionality, security and operation of the Company’s sites or any other form of non-compliance may place the Retail Store Authorizations held by the Company at risk, and have a High Tide Material Adverse Effect on the Company. As the High Tide Business continues to grow, any expansion to or update of the current operating cannabis retail stores of the Company, or the introduction of new cannabis retail stores, will require the approval of the applicable Cannabis regulatory authority. There can be no guarantee that the applicable Cannabis regulatory authority will approve any such expansions and/or renovations, which could have a High Tide Material Adverse Effect on the Company.

 

Failure or Significant Delays in Obtaining Regulatory Approvals

 

The ability of the Company to achieve its business objectives are contingent, in part, upon compliance with the regulatory requirements enacted by applicable Governmental Entities, including those imposed by applicable Cannabis regulatory authorities, and obtaining and maintaining all Authorizations, where necessary. The Company cannot predict the time required to secure all appropriate Authorizations for the product offerings of the Company in place from time to time, or the extent of testing and documentation that may be required by Governmental Entities. The impact of regulatory compliance regimes and any delays in obtaining, or failure to obtain, the required Authorizations may significantly delay or impact the development of the business and operations of the Company. Non-compliance could also have a High Tide Material Adverse Effect on the Company.

 

Regulatory or Agency Proceedings, Investigations and Audits

 

The High Tide Business requires compliance with many laws and regulations. Failure to comply with these laws and regulations could subject the Company to regulatory or agency proceedings or investigations and could also lead to damage awards, fines and penalties. The Company may become involved in a number of government or agency proceedings, investigations and audits. The outcome of any regulatory or agency proceedings, investigations, audits and other contingencies could harm the Company’s reputation, require the Company to take, or refrain from taking, actions that could harm its operations or require the Company to pay substantial amounts of money, harming its financial condition. There can be no assurance that any pending or future regulatory or agency proceedings, investigations and audits will not result in substantial costs or a diversion of management’s attention and resources or have a High Tide Material Adverse Effect on the Company.

 

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Product Recalls

 

Manufacturers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labeling disclosure. If any of the products produced by the Company’s suppliers and sold by the Company are recalled due to an alleged product defect or for any other reason, the Company may be required to incur unexpected expenses relating to the recall and potentially any legal proceedings that might arise in connection with the recall. In addition, a product recall may require significant attention of, and time from, Management. There can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. Additionally, if one of the products produced by the Company’s suppliers were subject to recall, the image of that product and the supplier, as well as the Company, could be negatively affected. A recall for any of the foregoing reasons could lead to decreased demand and could have a High Tide Material Adverse Effect on the Company. Additionally, product recalls may lead to increased scrutiny of the operations by Governmental Entities or other regulatory agencies, requiring further attention from Management and potential legal fees and other expenses which could also have a High Tide Material Adverse Effect on the Company.

 

Product Liability

 

As a seller of products designed to be ingested by humans, the Company faces an inherent risk of exposure to product liability claims, regulatory action and litigation if the products it sells are alleged to have caused significant loss or injury. In addition, the sale of cannabis and cannabis products involve the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Previously unknown adverse reactions resulting from human consumption of cannabis and cannabis products alone or in combination with other medications or substances could also occur. The Company may be subject to various product liability claims, including that the products they sell caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances.

 

A product liability claim or regulatory action against the Company could result in increased costs to the Company, could adversely affect the reputation of the Company with its clients and consumers generally and could have a High Tide Material Adverse Effect on the Company. There can be no assurances that the Company or its suppliers will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of the products of the Company.

 

Cannabis Prices

 

The revenues of the Company are in part derived from the sale and distribution of cannabis, as such, the profitability of the Company may be regarded as being directly related to the price of cannabis. The cost of production, sale, and distribution of cannabis is dependent on a number of key inputs and their related costs, including equipment and supplies, labour and raw materials related to the growing operations of cannabis suppliers, as well other overhead costs such as electricity, water, and utilities. Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could have a High Tide Material Adverse Effect on the Company. Further, any inability to secure required supplies and services or to do so on favourable terms could have a High Tide Material Adverse Effect on the Company. This includes, among other things, changes in the selling price of cannabis and cannabis products set by the applicable province or territory. There is currently no established market price for cannabis and the price of cannabis is affected by numerous factors beyond the Company’s control. Any price decline could have a High Tide Material Adverse Effect on the Company.

 

The operations of the Company may be sensitive to changes in the price of cannabis and the overall condition of the cannabis industry.

 

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Epidemics and Pandemics (including COVID-19)

 

The Company faces risks related to health epidemics, pandemics and other outbreaks of communicable diseases, which could significantly disrupt its operations and could have a High Tide Material Adverse Effect on the Company. In particular, the Company could be adversely impacted by the effects of COVID-19, an infectious disease caused by severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2). Since December 31, 2019, the outbreak of COVID-19 has led governments worldwide to enact emergency measures to combat the spread of the virus. These measures, which include, among other things, the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally, resulting in an economic slowdown. Such events may result in a period of business disruption, and in reduced operations, any of which could have a High Tide Material Adverse Effect on the Company.

 

As of the date of this Information Circular, the duration and the immediate and eventual impact of the COVID-19 pandemic remains unknown. In particular, it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its industry partners. To date, a number of businesses have suspended or scaled back their operations and development as cases of COVID-19 have been confirmed, for precautionary purposes or as governments have declared a state of emergency or taken other actions. However, the exact extent to which COVID-19 impacts, or will impact, the High Tide Business and the market for the High Tide Shares, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID-19 pandemic (including recommendations from public health officials). In particular, the continued spread of COVID-19 globally could materially and adversely impact the High Tide Business, including without limitation, store closures or reduced operational hours or service methods, employee health, workforce productivity, reduced access to supply, increased insurance premiums, limitations on travel, the availability of experts and personnel and other factors that will depend on future developments beyond the Company’s control, which could have a High Tide Material Adverse Effect on the Company. There can be no assurance that the personnel of the Company will not be impacted by these pandemic diseases and ultimately see its workforce productivity reduced or incur increased costs as a result of these health risks. In addition, the COVID-19 pandemic represents a widespread global health crisis that could adversely affect global economies and financial markets resulting in an economic downturn that could have a High Tide Material Adverse Effect on the Company.

 

Public Company Consequences

 

High Tide’s status as a reporting issuer may increase price volatility due to various factors, including the ability to buy or sell its High Tide Shares, different market conditions in different capital markets and different trading volumes. In addition, low trading volume may increase the price volatility of the High Tide Shares. The increased price volatility could have a High Tide Material Adverse Effect on the Company.

 

In addition, as a reporting issuer, High Tide and its business activities will be subject to the reporting requirements of applicable Securities Laws, and the listing requirements of the CSE and such other stock exchanges on which its High Tide Shares may from time to time be listed. Compliance with such rules and regulations will increase the Company’s legal and financial costs making some activities more difficult, time consuming or costly and increase demand on its systems and resources.

 

Market for Securities

 

There is currently no market through which the securities of the Company (other than the High Tide Shares) may be sold. This may affect the pricing of the securities of the Company in the secondary market, the transparency and availability of trading prices, the liquidity of such securities and the extent of issuer regulation. There can be no assurance that an active trading market of securities of the Company, other than the High Tide Shares, will develop or, if developed, that any such market will be sustained.

 

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Market Price of Securities

 

Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors included macroeconomic developments in North America and globally, and market perceptions of the attractiveness of particular industries. The price of the Company’s securities (including the High Tide Shares) is also likely to be affected by the Company’s financial condition or results of operations as reflected in its financial statements. Other factors unrelated to the performance of the Company that may have an effect on the price of the Company’s securities include, but are not limited to, the following: the extent of analytical coverage available to investors concerning the High Tide Business may be limited if investment banks with research capabilities do not follow the Company’s securities; lessening in trading volume and general market interest in the Company’s securities may affect an investor’s ability to trade significant numbers of the Company’s securities; and a substantial decline in the price of the Company’s securities that persists for a significant period of time could cause the Company’s securities, if listed on an exchange, to be delisted from such exchange, further reducing market liquidity. As a result of any of these factors, the market price of the Company’s securities at any given point in time may not accurately reflect the long-term value of the Company. Class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

 

Competition

 

The Company faces, and will continue to face, intense competition from other companies, some of which can be expected to have longer operating histories and greater financial resources (including technical, marketing, and other resources compared to the Company). Such companies may be able to devote greater resources to the development, promotion, sale and support of their respective products and services. Such companies may also have more extensive customer bases and broader customer relationships, and may make it increasingly difficult for the Company to, among other things, enter into favorable business agreements, negotiate favourable prices, recruit or retain qualified employees, and acquire the capital necessary to fund capital investments by the Company.

 

In addition, Management estimates that, as of the date of this Information Circular, there may be currently hundreds of applications for Retail Store Authorizations being processed by applicable Cannabis regulatory authorities. The number of Authorizations granted, and the number of retail cannabis store operators ultimately authorized by applicable Cannabis regulatory authorities, could have an adverse impact on the ability of the Company to compete for market share in the cannabis market within various jurisdictions in Canada. The Company also faces competition from illegal cannabis dispensaries, engaged in the sale and distribution of cannabis to individuals without valid Authorizations.

 

Lastly, as the cannabis market continues to mature, both domestically and internationally, the overall demand for products and the number of competitors may be expected to increase significantly. Such increases may also be accompanied by shifts in market demand, and other factors that Management cannot currently anticipate, and which could potentially reduce the market for the products of the Company, and ultimately have a High Tide Material Adverse Effect on the Company.

 

In order to remain competitive in the evolving cannabis market, the Company will need to invest significantly in, among other things, research and development, market development, marketing, production expansion, new client identification, distribution channels, and client support. In the event that the Company is not successful in obtaining sufficient resources to invest in these areas, the ability of the Company to compete in the cannabis market may be adversely affected, which could have a High Tide Material Adverse Effect on the Company.

 

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Dependence on Key Personnel

 

The success of the Company is dependent upon the ability, expertise, judgment, discretion and good faith of Management as well as certain consultants (collectively, the “Key Personnel”). The future success of the Company depends on their continuing ability to attract, develop, motivate, and retain the Key Personnel. Qualified individuals for Key Personnel positions are in high demand, and the Company may incur significant costs to attract and retain them. The loss of the services of Key Personnel, or an inability to attract other suitably qualified persons when needed, could have a High Tide Material Adverse Effect on the ability of the Company to execute on its business plan and strategy, and the Company may be unable to find adequate replacements on a timely basis, or at all. While employment and consulting agreements are customarily used as a primary method of retaining the services of Key Personnel, these agreements cannot assure the continued services of such individuals and consultants.

 

Conflicts of Interest

 

The Company may, from time to time, be subject to various potential conflicts of interest due to the fact that some of its officers, directors and consultants may be engaged in a range of outside business activities. The executive officers, directors and consultants of the Company may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Company. In some cases, the executive officers, directors and consultants of the Company may have fiduciary obligations associated with these outside business interests that interfere with their ability to devote time to the High Tide Business and that could have a High Tide Material Adverse Effect on the Company. These outside business interests could also require significant time and attention of the Company’s executive officers, directors and consultants.

 

In addition, the Company may also become involved in other transactions which conflict with the interests of its directors, officers and consultants who may from time to time deal with persons, firms, institutions or companies with which the Company may be dealing, or which may be seeking investments similar to those desired by the Company. The interests of these persons could conflict with those of the Company. Further, from time to time, these persons may also be competing with the Company for available investment opportunities.

 

Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable Laws. In particular, in the event that such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable Laws, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company.

 

Limited Operating History

 

The Company has a limited history of operations and is in the early stage of development as it attempts to create an infrastructure to capitalize on the opportunity for value creation in the cannabis industry. The Company is therefore subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial, and other resources and lack of revenues. The limited operating history may also make it difficult for investors to evaluate the Company’s prospects for success. There is no assurance that the Company will be successful and the likelihood of success must be considered in light of its early stage of operations.

 

The Company may not be able to achieve or maintain profitability and may incur losses in the future. In addition, the Company is expected to increase its capital investments as it implements initiatives to grow the High Tide Business. If the Company’s revenues do not increase to offset these expected increases, the Company may not generate positive cash flow. There is no assurance that future revenues will be sufficient to generate the funds required to continue operations without external funding.

 

Fraudulent or Illegal Activity

 

The Company is exposed to the risk that its employees, independent contractors, consultants, service providers and licensors may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional undertakings of unauthorized activities, or reckless or negligent undertakings of authorized activities, in each case on the Company’s behalf or in their services that violate (a) various applicable Laws, including healthcare laws and regulations, (b) applicable Laws that require the true, complete and accurate reporting of financial information or data, or (c) the terms of the Company’s agreements with third parties. Such misconduct could expose the Company to, among other things, class actions and other litigation, increased regulatory inspections and related sanctions, and lost sales and revenue or reputational damage.

 

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The Company cannot always identify and prevent misconduct by its employees and other third parties, including third party service providers, and the precautions taken by the Company to detect and prevent this activity may not be effective in controlling unknown, unanticipated or unmanaged risks or losses or in protecting it from governmental investigations or other actions or lawsuits stemming from such misconduct. If any such actions are instituted against the Company, and it is not successful in defending itself or asserting its rights, those actions could have a significant impact on its business, including the imposition of civil, criminal or administrative penalties, damages, monetary fines and contractual damages, reputational harm, diminished profits and future earnings or curtailment of its operations.

 

Internal Controls

 

Effective internal controls are necessary for the Company to provide reliable financial reports and to help prevent fraud. Although the Company has, and will continue to develop and implement, a number of procedures and safeguards in order to help ensure the reliability of its financial reports, including those imposed on the Company under applicable Laws, in each case the Company cannot be certain that such measures will ensure that the Company maintains adequate control over financial processes and reporting. Any failure to implement required, new, or improved controls, or difficulties encountered in their implementation, could have a High Tide Material Adverse Effect on the Company or cause it to fail to meet its reporting obligations under applicable Laws. Further, in the event that the Company or its auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in the Company’s consolidated financial statements and could have a High Tide Material Adverse Effect on the Company.

 

General Economic Risks

 

The operations of the Company could be affected by the economic context should interest rates, inflation or the unemployment level reach levels that influence consumer trends and spending and, consequently, impact the sales and profitability of the Company. Investors should further consider, among other factors, the prospects for success, of the Company, in light of the risks and uncertainties encountered by companies that, like the Company, are in their early stages. The Company may not be able to effectively or successfully address such risks and uncertainties or successfully implement operating strategies to mitigate the impact of such risks and uncertainties. In the event that the Company fails to do so, such failure could materially harm the High Tide Business and could result in a High Tide Material Adverse Effect on the Company.

 

Difficulty to Forecast

 

The Company relies, and will need to rely, largely on its own market research to forecast industry statistics as detailed forecasts are not generally obtainable, if obtainable at all, from other sources at this early stage of the adult-use cannabis industry. Failure in the demand for the adult-use cannabis products as a result of competition, technological change, change in the regulatory or legal landscape or other factors could have a High Tide Material Adverse Effect on the Company.

 

Management of Growth

 

To manage growth effectively and continue the sale and distribution of cannabis and cannabis products at the same pace as currently undertaken, or at all, the Company will need to continue to implement and improve its operational and financial systems and to expand, train and manage its larger employee base. The ability of the Company to manage growth effectively may be affected by a number of factors, including, among other things, non-performance by third party contractors and suppliers, increases in materials or labour costs, and labour disputes. The inability of the Company to manage or deal with growth could have a High Tide Material Adverse Effect on the Company.

 

Additional Capital

 

The continued development of the businesses of the Company may require additional financing, and any failure to raise such capital could result in the delay or indefinite postponement of the current and future business strategy of the Company, or result in the Company ceasing to carry on business. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be available on favorable terms. If additional funds are raised through issuances of equity or convertible debt securities, existing shareholders of the Company could suffer significant dilution, and any new equity securities issued could have rights, preferences, and privileges superior to those of High Tide Shareholders.

 

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In addition, from time to time, the Company may enter into transactions to acquire assets or the shares of other companies. These transactions may be financed wholly or partially with debt, which may increase the debt levels of the Company above industry standards and impact the ability of the Company to service such debt. Any debt financing obtained in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which could make it more difficult for the Company to obtain additional capital and pursue business opportunities, including potential acquisitions. Debt financings may contain provisions, which, if breached, entitle lenders to accelerate repayment of debt and there is no assurance that the Company would be able to repay such debt in such an event or prevent the enforcement of security, if any, granted pursuant to such debt financing.

 

Inability to Develop New Products or Find Market

 

The cannabis industry is in its early stages of development and it is likely that the Company, and existing and future competitors, will seek to introduce new products in the future. In attempting to keep pace with any new market developments, the Company may need to expend significant amounts of capital in order to successfully develop and generate revenues from new products introduced by the Company. As well, the Company may be required to obtain additional regulatory approvals from applicable Cannabis regulatory authorities and any other applicable regulatory authorities, which may take significant amounts of time and entail significant costs. On October 17, 2019, new regulations under the Cannabis Act (Canada) came into force, permitting the production and sale of cannabis edibles, extracts, and topicals. The impact of these regulatory changes on the High Tide Business is unknown. The Company may not be successful in developing effective and safe new products, bringing such products to market in time to be effectively commercialized, or obtaining any required regulatory approvals, which, together with any capital expenditures made in the course of such product development and regulatory approval processes, could have a High Tide Material Adverse Effect on the Company.

 

Product Obsolescence

 

The cannabis market and associated products and technology are rapidly evolving, both domestically and internationally. As a result, the Company may be unable to anticipate and/or respond to developments in a timely and cost-efficient manner. The process of developing new products is complex and requires significant costs, development efforts, and third-party commitments. Any failure on the part of the Company to develop new products and technologies and/or the potential disuse of the existing products of the Company and technologies could have a High Tide Material Adverse Effect on the Company. The success of the Company will depend, in part, on the ability of the Company to continually invest in research and development and enhance existing technologies and products in a competitive manner. However, there can be no guarantee that the Company will be able to invest in research and development and enhance existing technologies and products in a competitive and timely manner, and any failure to do so could have a High Tide Material Adverse Effect on the Company.

 

Restrictions on Branding and Advertising

 

The success of the Company depends on the ability of the Company to attract and retain customers. applicable Laws strictly regulate the way cannabis is packaged, labelled, and displayed. The associated provisions are quite broad and are subject to change. As of the date of this Information Circular, applicable Laws prohibit the use of testimonials and endorsements, depiction of people, characters and animals and the use of packaging that may be appealing to young people. Existing and future restrictions on the packaging, labelling, and the display of cannabis and cannabis products may adversely impact the ability of the Company to establish brand presence, acquire new customers, retain existing customers and maintain a loyal customer base. This could ultimately have a High Tide Material Adverse Effect on the Company.

 

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Unfavorable Publicity or Consumer Perception

 

The success of the cannabis industry may be significantly influenced by the public’s perception of cannabis. In general, cannabis continues to be a controversial topic, and there is no guarantee that future scientific research, publicity, regulations, medical opinion, and public opinion relating to cannabis will be favorable. Consumer perception of the products of the Company may, from time to time, be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of cannabis and cannabis products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the cannabis market or any particular product, or consistent with earlier publicity. Future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity that are perceived as less favorable than, or that question, earlier research reports, findings or publicity could have a High Tide Material Adverse Effect on the demand for the products and High Tide Business. In particular, adverse scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity, whether or not accurate or with merit, could have a High Tide Material Adverse Effect on the Company, and the demand for products of the Company. Further, adverse publicity reports or other media attention regarding the safety, efficacy and quality of cannabis in general, or the products of the Company specifically, or associating the consumption of cannabis with illness or other negative effects or events, could have a High Tide Material Adverse Effect on the Company. Such adverse publicity reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers’ failure to consume such products legally, appropriately, or as directed.

 

Lastly, the parties with which the Company does business from time to time may perceive that they are exposed to reputational risk as a result of the High Tide Business, which could make it difficult for the Company to establish or maintain banks and other business relationships. Any failure to establish or maintain such business relationships could have a High Tide Material Adverse Effect on the Company.

 

Acquisitions or Dispositions

 

Since its inception, the Company has completed a number of significant acquisitions. Material acquisitions, dispositions, and other strategic transactions involve a number of risks, including (a) the risk that there could be a potential disruption of the High Tide Business, (b) the risk that the anticipated benefits and cost savings of those transactions may not be realized fully, or at all, or may take longer to realize than expected, (c) the risk that the transactions will result in an increase in the scope and complexity of the operations of the Company which the Company may not be able to managed effectively, and (d) the risk of a loss or reduction of control over certain assets of the Company.

 

The presence of one or more material liabilities and/or commitments of an acquired company that are unknown to the Company at the time of acquisition could have a High Tide Material Adverse Effect on the Company. A strategic transaction may also result in a significant change in the nature of the business, operations and strategy of the Company. In addition, the Company may encounter unforeseen obstacles or costs in implementing a strategic transaction or integrating any acquired business into the existing operations of the Company.

 

Holding Company Risk

 

High Tide is a holding company. Essentially, all of High Tide’s operating assets are the capital stock of its subsidiaries, and substantially all of the High Tide Business is conducted through its subsidiaries which are separate legal entities. Consequently, High Tide’s cash flows and ability to pursue future business and expansion opportunities are dependent on the earnings of High Tide’s subsidiaries and the distribution of those earnings to High Tide. The ability of High Tide to pay dividends and other distributions will depend on the operating results of its subsidiaries and will be subject to applicable Laws (which require that certain solvency and capital standards be maintained by High Tide) and applicable contractual restrictions contained in the instruments governing their debt. In the event of a bankruptcy, liquidation or reorganization of any of High Tide’s subsidiaries, holders of indebtedness and trade creditors will generally be entitled to payment of their claims from the assets of such subsidiaries before any assets are made available for distribution to High Tide.

 

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Challenging Global Financial Conditions

 

Global financial conditions have been characterized by increased volatility, with numerous financial institutions having either gone into bankruptcy or having to be rescued by Governmental Entities. Global financial conditions could suddenly and rapidly destabilize in response to future events as Governmental Entities may have limited resources to respond to future crises. Global capital markets have continued to display increased volatility in response to global events. Future crises may be precipitated by any number of causes including natural disasters, the outbreak of communicable disease, geopolitical instability, and changes to energy prices or sovereign defaults. Any sudden or rapid destabilization of global economic conditions could negatively impact the ability of the Company, or the ability of the operators of the companies in which the Company may, from time to time, hold interests, to obtain equity or debt financing or make other suitable arrangements to finance their projects. In the event that increased levels of volatility continue or in the event of a rapid destabilization of global economic conditions, such events could result in a High Tide Material Adverse Effect on the Company.

 

Litigation

 

The Company may, from time to time, become party to regulatory proceedings, litigation, mediation, and/or arbitration from time to time in the ordinary course of business, which could have a High Tide Material Adverse Effect on the Company. Monitoring and defending against legal actions, whether or not meritorious, can be time-consuming, can divert Management’s attention and resources and can cause the Company to incur significant expenses. In addition, legal fees and costs incurred in connection with such activities may be significant and the Company could, in the future, be subject to judgments or enter into settlements of claims for significant monetary damages. While the Company may have insurance that may cover the costs and awards of certain types of litigation, the amount of insurance may not be sufficient to cover any costs or awards. Substantial litigation costs or an adverse result in any litigation could have a High Tide Material Adverse Effect on the Company. Litigation may also create a negative perception of the Company. Any decision resulting from any such litigation could have a High Tide Material Adverse Effect on the Company.

 

Dividend Policy

 

The declaration, timing, amount and payment of dividends are at the discretion of the High Tide Board and will depend upon the Company’s future earnings, cash flows, acquisition capital requirements and financial condition, and other relevant factors. There can be no assurance that High Tide will declare a dividend on a quarterly, annual or other basis.

 

Customer Acquisitions

 

The success of the Company depends, in part, on the ability of the Company to attract and retain customers. There are many factors which could impact the Company’s ability to attract and retain customers, including but not limited to the ability to continually source desirable and effective product, the successful implementation of customer-acquisition plans and the continued growth in the aggregate number of customers. Any failure to acquire and retain customers would have a High Tide Material Adverse Effect on the Company.

 

Risks Inherent in an Agricultural High Tide Business

 

The business of certain suppliers of the Company involves the growth and cultivation of cannabis. Cannabis is an agricultural product, and as such, the business of growing and cultivating cannabis is subject to the customary risks inherent in the agricultural business, such as insects, plant diseases and similar agricultural risks. Weather conditions, which can vary substantially from year to year, may from time to time also have a significant impact on the size and quality of the harvest of the crops processed and sold by certain suppliers of the Company. Significant fluctuations in the total harvest will impact the ability of the Company to operate. Further, high degrees of quality variance can also affect the ability of the Company to obtain and retain customers. There can be no assurance that natural elements will not have a High Tide Material Adverse Effect on the cannabis and cannabis products produced by suppliers of the Company, which could have a High Tide Material Adverse Effect on the Company.

 

Uninsured or Uninsurable Risks

 

While the Company may have insurance to protect its assets, operations, and employees, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which the Company is exposed. No assurance can be given that such insurance will be adequate to cover the liabilities of the Company or that it will be available in the future or at all, and that it will be commercially justifiable. The Company may be subject to liability for risks against which the Company cannot insure or against which the Company may elect not to insure due to the high cost of insurance premiums or other factors. The payment of any such liabilities would reduce the funds available to the Company for normal business activities. Payment of liabilities for which the Company does not carry insurance could have a High Tide Material Adverse Effect on the Company.

 

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Wholesale Price Volatility

 

The cannabis industry is a margin-based business in which gross profits depend, among other things, on the excess of sales prices over costs. Consequently, profitability is sensitive to fluctuations in wholesale and retail prices caused by changes in supply (which itself depends on other factors such as weather, fuel, equipment and labour costs, shipping costs, economic situation and demand), taxes, government programs and policies for the cannabis industry (including price controls and wholesale price restrictions that may be imposed by provincial agencies responsible for the sale of cannabis) and other market conditions, all of which are factors beyond the control of the Company, and which could have a High Tide Material Adverse Effect on the Company.

 

Intellectual Property

 

The success of the Company depends, in part, on the ability to protect the Company’s ideas and technologies. As such, the ownership and protection of current and future trademarks, patents, trade secrets and intellectual property rights of the Company, as applicable, are currently, and are expected to be, key aspects of the future success of the Company. However, registration of trademarks, patents and other intellectual property could potentially be rejected by the governing authorities of the regions in which the Company is currently pursuing, or will from time to time pursue, business opportunities and the validity of any registrations granted may subsequently be challenged by third-parties. The outcome of these registration and validity challenge processes is unpredictable.

 

In addition, unauthorized parties may attempt to replicate or otherwise obtain and use the current and future products and technologies of the Company. Policing the unauthorized use of the current or future trademarks, patents, trade secrets or intellectual property rights of the Company could be difficult, expensive, time-consuming and unpredictable, as may be enforcing these rights against unauthorized use by others. Identifying unauthorized use of intellectual property rights is difficult as the Company may be unable to effectively monitor and evaluate the products being distributed by its competitors, including parties such as unlicensed dispensaries, and the processes used to produce such products. In addition, in any infringement proceeding, some or all of the trademarks, patents or other intellectual property rights or other proprietary know-how, or arrangements or agreements seeking to protect the same may be found invalid, unenforceable, anti-competitive or not infringed. An adverse result in any litigation or defense proceedings could put one or more of the trademarks, patents or other intellectual property rights at risk of being invalidated or interpreted narrowly and could put existing intellectual property applications at risk of not being issued. Any or all of such events, to the extent involving the Company, could have a High Tide Material Adverse Effect on the Company.

 

Finally, other parties may claim that the products of the Company infringe on their proprietary and perhaps patent-protected rights. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, legal fees, injunctions, temporary restraining orders and/or require the payment of damages. As well, the Company may need to obtain licences from third parties who allege that the Company have infringed on their lawful rights. However, such licences may not be available on terms acceptable to the Company or at all. In addition, the Company may not be able to obtain or utilize on terms that are favorable, or at all, licences or other rights with respect to intellectual property that the Company does not own.

 

Transportation Risks

 

The suppliers of the Company will depend on fast and efficient courier and transportation services. Any prolonged disruption of such courier and transportation services could have a High Tide Material Adverse Effect on the Company and/or its suppliers. Due to the nature of the High Tide Business, security of product during transport is of the utmost concern. A breach of security during transport or delivery could have a High Tide Material Adverse Effect on the Company. Any breach of the security measures during transport or delivery, including any failure to comply with recommendations or requirements of applicable Cannabis regulatory authorities or other regulatory agencies, could also have an impact on the ability of the Company, as well as their suppliers’ ability to continue operating.

 

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Leases

 

The Company may, from time to time, enter into lease agreements for locations in respect of which at the time of entering such agreement, the Company does not have a license or permit to sell cannabis and cannabis products. In the event the Company is unable to obtain Authorizations to sell cannabis and cannabis products at such locations in compliance with applicable Laws, such leases may become a liability of the Company without a corresponding revenue stream. In the event that the Company is unable to obtain permits and/or licences at numerous locations for which the Company has or will have a lease obligation, this could have a High Tide Material Adverse Effect on the Company.

 

International Sales and Operations

 

The Company conducts a portion of the High Tide Business in foreign jurisdictions such as the United States, and the Netherlands, and is subject to regulatory compliance in the jurisdictions in which it operates from time to time. The sales operations of the Company in foreign jurisdictions are subject to various risks, including, but not limited to, exposure to currency fluctuations, political and economic instability, increased difficulty of administering business, and the need to comply with a wide variety of international and domestic laws and regulatory requirements. Further, there are a number of risks inherent in the Company’s international activities, including, but not limited to, unexpected changes in the governmental policies of Canada, the United States, or other foreign jurisdictions concerning the import and export of goods, services and technology and other regulatory requirements, tariffs and other trade barriers, costs and risks of localizing products for foreign languages, longer accounts receivable payment cycles, limits on repatriation of earnings, the burdens of complying with a wide variety of foreign laws, and difficulties supervising and managing local personnel. The financial stability of foreign markets could also affect the Company’s international sales. Such factors may have a High Tide Material Adverse Effect on the Company. In addition, international income may be subject to taxation by multiple jurisdictions, which could also have a High Tide Material Adverse Effect on the Company.

 

Ancillary Business in the Unites States Cannabis Industry

 

The Company derives a portion of its revenues from the cannabis industry in certain States. The Company is not directly or indirectly engaged in the manufacture, importation, possession, use, sale or distribution of cannabis in the recreational or medical cannabis industry in the U.S., however, High Tide may be considered to have ancillary involvement in the U.S. cannabis industry. Due to the current High Tide Business and any future opportunities, the Company may become the subject of heightened scrutiny by regulators, stock exchanges and other authorities in Canada. As a result, the Company may be subject to significant direct or indirect interaction with public officials. There can be no assurance that this heightened scrutiny will not in turn lead to the imposition of certain restrictions on the Company’s ability to invest in the United States or any other jurisdiction, in addition to those described in this Information Circular.

 

Significant Risk of Enforcement of U.S. Federal Laws

 

There can be no assurance that the U.S. federal government will not seek to prosecute cases involving cannabis businesses, including those of the Company, notwithstanding compliance with State laws. Such proceedings could have a High Tide Material Adverse Effect on the Company, the High Tide Business, revenues, operating results and financial condition, as well as the Company’s reputation and ability to raise capital.

 

Further, violations of any U.S. federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the U.S. federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities or divestiture. This could have a High Tide Material Adverse Effect on the Company, including its reputation and ability to conduct business, its ability to list its securities on stock exchanges, its financial position, its operating results, its profitability or liquidity or the value of its securities. In addition, the time of Management and advisors of the Company and resources that would be needed for the investigation of any such matters or their final resolution could be substantial.

 

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Political and Other Risks Operating in Foreign Jurisdictions

 

The Company has operations in various foreign markets and may have operations in additional foreign and emerging markets in the future. Such operations expose the Company to the socioeconomic conditions as well as the laws governing the controlled substances industry in such foreign jurisdictions. Inherent risks with conducting foreign operations include, but are not limited to, high rates of inflation; fluctuations in currency exchange rates, military repression, war or civil unrest, social and labour unrest, organized crime, terrorism, violent crime, expropriation and nationalization, renegotiation or nullification of existing Authorizations, changes in taxation policies, restrictions on foreign exchange and repatriation, and changes political norms, currency controls and governmental regulations that favour or require the Company to award contracts in, employ citizens of, or purchase supplies from, the jurisdiction.

 

Corruption and Anti-Bribery Law Violations

 

The Company is subject to Canadian laws which generally prohibit companies and employees from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. In addition, the Company is subject to the anti-bribery and anti-money laundering laws of foreign jurisdictions in which it may from time to time conduct the High Tide Business. The Company’s employees or other agents may, without its knowledge and despite its efforts, engage in prohibited conduct, whether prohibited under the Company’s policies and procedures or under anti-bribery laws, for which the Company may be directly or indirectly held responsible. There can be no assurance that the Company’s internal control policies and procedures from time to time in effect will protect it from recklessness, fraudulent behaviour, dishonesty or other inappropriate acts committed by its affiliates, employees, contractors or agents. If the Company’s employees or other agents are found to have engaged in such practices, the Company could suffer severe penalties and other consequences that may have a High Tide Material Adverse Effect on the Company.

 

Applicable Privacy Laws

 

The Company will collect and store personal information about its customers and will be responsible for protecting that information from privacy breaches. A privacy breach may occur through procedural or process failure, information technology malfunction, or deliberate unauthorized intrusions. Theft of data for competitive purposes, particularly client lists and preferences, is an ongoing risk whether perpetrated via employee collusion or negligence or through deliberate cyber-attack. Any such theft or privacy breach could have a High Tide Material Adverse Effect on the Company.

 

41

 

SCHEDULE B TO APPENDIX D

U.S. CANNABIS-RELATED ACTIVITIES DISCLOSURE

 

Unless the context indicates otherwise, capitalized terms which are used in this Schedule B to Appendix D but are not otherwise defined herein have the meanings given to such terms in “Glossary of Terms” in the Information Circular.

 

In accordance with Staff Notice 51-352, the disclosure in this Schedule B to Appendix D is intended to assist readers in understanding the extent of High Tide and its Subsidiaries’ involvement, and the risks inherent, in the U.S. cannabis industry, and address the disclosure expectations outlined in Staff Notice 51-352. In accordance with Staff Notice 51-352, High Tide will evaluate, monitor and reassess this disclosure, and any related risks, on an ongoing basis and the same will be supplemented and amended to investors in public filings, including in the event of government policy changes or the introduction of new or amended guidance, laws or regulations regarding cannabis regulation.

 

Nature of Involvement in the U.S. cannabis industry

 

High Tide indirectly derives a portion of its revenues from the cannabis industry in certain States, including the States of Illinois, Michigan, California, and Ohio, which industry is illegal under U.S. federal law. As of the date of this Information Circular, High Tide and its Subsidiaries are not directly or indirectly engaged in the manufacture, importation, possession, use, sale or distribution of cannabis in the recreational or medical cannabis industry in the

 

U.S. However, High Tide may be considered to have ancillary involvement in the U.S. cannabis industry in the following respects:

 

(a) the U.S. cannabis industry at large, by virtue of the operations of Famous Brandz, which involve the manufacture and distribution of branded smoking accessories and other alternative lifestyle products in States such as Illinois, Michigan, California, and Ohio, in compliance with applicable Laws;

 

(b) the U.S. cannabis industry at large, by virtue of the operations of the Grasscity Entities, which involve the distribution of smoking accessories and cannabis lifestyle products (such as grinders, rolling papers, glass bongs, smoking pipes, oil rigs and bubblers), through Grasscity.com, in States such as Illinois, Michigan, California, and Ohio, in compliance with applicable Laws; and

 

(c) the U.S. Industrial Hemp and Industrial Hemp-based CBD industry, by virtue of the operations of the Grasscity Entities, which involve the distribution of CBD oils and capsules, CBD skin care products, CBD edibles, and CBD smoking accessories such as vaporizers and cartridges, through CBDCity.com, in States such as Illinois, Michigan, California, and Ohio, in compliance with applicable Laws.

 

High Tide estimates that approximately 19% of its balance sheet for the financial year ended October 31, 2019 relates to the U.S. cannabis industry. High Tide launched CBDCity.com and began conducting additional operations in the

 

U.S. through the Grasscity Entities in May 2020. As such, Management cannot presently estimate the percentage of High Tide’s annual sales from continuing operations that will be attributable to the operations of CBDCity.com for the financial year of High Tide ending October 31, 2020.

 

Cannabis is Illegal under U.S. Federal Laws

 

As of the date of this Information Circular, the cultivation, distribution, possession, and use of cannabis is illegal under U.S. federal law pursuant to the U.S. CSA, subject to limited exceptions in respect of Industrial Hemp, discussed below (see “Industrial Hemp” below). The U.S. CSA classifies cannabis as a Schedule I controlled substance with a high potential for abuse and no currently accepted medical use, which cannot be safely prescribed. Consequently, a range of activities, including cultivation and the personal use of cannabis, are prohibited by U.S. federal law notwithstanding the existence of State-level laws permitting such activities in respect of medical and/or adult use cannabis at the State-level in the U.S.

 

 

 

Enforcement of U.S. Federal laws is a Significant Risk.

 

The supremacy clause in Article VI of the U.S. Constitution (the “Supremacy Clause”) establishes that the U.S. Constitution and federal laws made pursuant to it are paramount, and in case of conflict between federal and State law, the federal law is paramount. In respect of the U.S. cannabis industry, the conflict between U.S. federal law and State-level laws amid the presence of the Supremacy Clause has significant implications for the U.S. cannabis industry at large. In particular, there is a significant risk that U.S. federal prosecutors may enforce U.S. federal laws and seek to prosecute actors involved in activities related to cannabis in the U.S. despite the fact that such activities may be in compliance with such State-level laws. Any enforcement of current U.S. federal laws by U.S. federal prosecutors could cause significant financial damage to High Tide and its shareholders as discussed below.

 

Limited Exceptions Applicable for Industrial Hemp

 

For the purposes of applicable U.S. federal laws, “Industrial Hemp” refers to the Cannabis plant, and any part of such plant, whether growing or not, with a THC concentration of not more than 0.3% on a dry weight basis.

 

Prior to December 20, 2018, the cultivation or sale of Industrial Hemp for any purpose in the U.S. without a Schedule I registration with the U.S. Drug Enforcement Agency (“DEA”) was illegal, unless exempted by the 2014 Farm Bill. However, the 2018 Farm Bill, which was signed into law on December 20, 2018, removed Industrial Hemp and CBD from the Schedule I controlled substances list under the U.S. CSA, and established a regulatory framework for the cultivation and sale of Industrial Hemp. An earlier internal directive from the DEA issued to its agents on May 22, 2018, concerning the legality of Industrial Hemp and Industrial Hemp-derived products, confirms the DEA’s view that products and materials made from the cannabis plant (including cannabis extracts), to the extent falling outside the definition of cannabis (marijuana) in the U.S. CSA, are not controlled under the U.S. CSA, and may accordingly be sold and otherwise distributed throughout the U.S. without restriction under the U.S. CSA. However, despite the DEA indicating that it maintains no jurisdiction with regard to activities authorized by the 2014 Farm Bill and/or the 2018 Farm Bill, there remains significant uncertainty as to how other U.S. federal, State and local agencies, as well as financial institutions and service providers, will react to the provisions of the 2018 Farm Bill.

 

High Tide believes that High Tide and its Subsidiaries will not be subject to any action taken by the DEA as long as High Tide and its Subsidiaries comply with the requirements of the 2014 Farm Bill and/or the 2018 Farm Bill, and applicable State laws, to the extent that their activities relate to Industrial Hemp. However, and despite the positive changes brought by the 2018 Farm Bill, there remain a number of considerations, potential changes in regulation, and uncertainties regarding the cultivation, sourcing, production and distribution of Industrial Hemp and products containing Industrial Hemp derivatives. Applicable laws and regulations in the U.S. remain subject to change as there are different interpretations among federal, State and local regulatory agencies, legislators, academics and businesses with respect to the treatment of the importation of derivatives from exempted portions of the cannabis plant, the scope of operation of the 2014 Farm Bill and the 2018 Farm Bill, and the authorizations granted to 2018 Farm Bill-compliant Industrial Hemp growers and licensed Industrial Hemp-derived CBD producers. These different federal, State, and local agency interpretations touch on, among other things, the regulation of cannabinoids by the DEA and/or the United States Food and Drug Administration. These uncertainties likely cannot be resolved without further federal and State legislation, regulation or a definitive judicial interpretation of existing legislation and rules, and in the interim period, there continue to be several legal barriers to selling Industrial Hemp and Industrial Hemp-derived CBD products, including, but not limited to barriers arising from, (a) the fact that Industrial Hemp and cannabis are both derived from the cannabis plant, (b) the rapidly changing patchwork of State laws governing Industrial Hemp and Industrial Hemp-derived CBD, and (c) the lack of United States Food and Drug Administration approval for CBD as a lawful food ingredient, food additive or dietary supplement.

 

History of Legal Developments in the U.S. Cannabis Industry

 

In the U.S., cannabis containing in excess of 0.3% THC is categorized as a Schedule 1 controlled substance and is illegal under U.S. federal law, specifically the U.S. CSA. Even in States that have legalized the use of cannabis and its sale remain in violation of U.S. federal law that is punishable by imprisonment, substantial fines, and forfeiture. However, although federally illegal, the U.S. federal government’s approach to enforcement of the U.S. CSA has, at least until recently, trended toward non-enforcement.

 

The Cole Memorandums

 

In August 2013, then Deputy Attorney General James Cole authored a memorandum (the “Cole Memorandum”), which outlined the priorities for the U.S. Department of Justice relating to the prosecution of cannabis offenses.

 

 

 

The Cole Memorandum acknowledged that, notwithstanding the designation of cannabis as a controlled substance at the federal level in the U.S., several States had enacted laws relating to cannabis for medical purposes. In particular, the Cole Memorandum noted that in jurisdictions that have enacted laws legalizing cannabis in some form and implemented strong and effective regulatory and enforcement systems to control the cultivation, distribution, sale and possession of cannabis, conduct in compliance with those laws and regulations is less likely to be a priority at the federal level. In light of limited investigative and prosecutorial resources, the Cole Memorandum concluded that the U.S. Department of Justice should be focused on addressing only priority cannabis-related conduct to enforce the U.S. CSA. States where medical cannabis had been legalized were not characterized as a priority. The enforcement priorities of the Cole Memorandum were reaffirmed, again, in a 2014 memorandum of the U.S. Department of Justice (the “2014 Cole Memorandum”).

 

The Sessions Memorandum

 

On January 4, 2018, former U.S. Attorney General Jeff Sessions issued a memorandum to U.S. district attorneys (the “Sessions Memorandum”), which rescinded previous guidance from the U.S. Department of Justice specific to cannabis enforcement in the U.S., including the Cole Memorandum and the 2014 Cole Memorandum. While the Sessions Memorandum does not indicate that the prosecution of cannabis-related offenses is now priority for the U.S. Department of Justice, in rescinding the Cole Memorandum and the 2014 Cole Memorandum, the Sessions Memorandum granted U.S. federal prosecutors discretion in determining whether or not to prosecute cannabis and cannabis-related violations of U.S. federal law.

 

In the event that U.S. federal prosecutors exercise their discretion and pursue prosecutions against High Tide or its Subsidiaries, alleging cannabis and cannabis-related violations of U.S. federal law, then High Tide or its Subsidiaries could potentially face (a) the arrest of its employees, directors, officers, managers and investors, (b) charges of ancillary criminal violations of the U.S. CSA, for aiding and abetting and conspiring to violate the U.S. CSA by virtue of providing financial support, services, or goods to participants in the cannabis industry, including State-licensed or permitted cultivators, processors, distributors, and/or retailers of cannabis, (c) restrictions on the entry of employees, directors, officers, managers and investors who are not U.S. citizens from entry into the U.S. for life, or (d) suspension of its U.S. business operations.

 

The Trump Administration

 

Former U.S. Attorney General Jeff Sessions resigned on November 7, 2018 and was replaced by Matthew Whitaker as interim Attorney General. On February 14, 2019, William Barr was sworn in as Attorney General.

 

Although it is unclear what position the new Attorney General will take on the enforcement of U.S. federal laws with regard to the U.S. cannabis industry, the prevailing view appears to be that, while Mr. Barr remains skeptical of the State-legal cannabis industry in general, and has indicated his support for a broad federal criminalization of cannabis, Mr. Barr will likely refrain from initiating prosecutions against State-compliant actors at this time, and would likely look for action of some kind from the U.S. Congress prior to changing this stance. However, and notwithstanding this, unless and until the U.S. Congress amends the U.S. CSA with respect to medical and/or adult use cannabis (and there can be no assurance as to the timing or scope of any such potential amendments, if any), there is a significant risk that federal authorities may enforce current U.S. federal law. If the U.S. federal government begins to enforce U.S. federal laws relating to cannabis in States where the sale and use of cannabis is currently legal, or if existing applicable State laws are repealed or curtailed, High Tide’s business, results of operations, financial condition and prospects would be materially adversely affected, as described elsewhere herein.

 

There can be no guarantee that State laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of State laws within their respective jurisdictions.

 

The Leahy Amendment and Medical Cannabis

 

Although the Cole Memorandum and 2014 Cole Memo have been rescinded, one legislative safeguard for the medical cannabis industry remains in place in the U.S. Since 2014, the U.S. Congress has passed appropriations bills which included provisions to prevent the federal government from using congressionally appropriated funds to enforce U.S. federal cannabis laws against regulated medical cannabis actors operating in compliance with State and local law (currently the “Leahy Amendment”, but also sometimes referred to as the Rohrabacher-Farr Amendment).

 

 

 

The Leahy Amendment was most recently included in the 2020 Fiscal Year Omnibus Spending Bill, which extended its application until the end of the 2020 fiscal year on September 30, 2020. However, there can be no assurance that the Leahy Amendment will be included in future appropriations bills or that there will not be a shutdown of the U.S. federal government in the future (amid which shutdown, drug enforcement administration agents and U.S. federal prosecutors will be free to operate without any restriction otherwise imposed by the spending bill regarding interference with the medical cannabis industry). In the event of any such occurrence, there can be no assurance that the U.S. federal government will not seek to prosecute cases involving medical cannabis business that are otherwise compliant with State law. Further, even if the Leahy Amendment is included in future appropriations bills, it is important to note that the Leahy Amendment provides no protection against businesses operating in compliance with a State’s recreational cannabis laws.

 

Recap and Summary

 

Cannabis remains illegal under federal law in the U.S. However, despite the current state of U.S. federal law, several States (including States within which High Tide might indirectly derive a portion of its revenues from) have legalized recreational adult use of cannabis. In addition, well over half of the States have enacted legislation to legalize and regulate the sale and use of medical cannabis without limits on THC, while other States have legalized and regulated the sale and use of medical cannabis with strict limits on the levels of THC.

 

The conflict between U.S. federal law and State-level laws amid the presence of the Supremacy Clause, described above, has significant implications for the U.S. cannabis industry at large and for High Tide. First, notwithstanding the existence of State-level laws permitting medical and/or recreational cannabis activities, and notwithstanding the fact that High Tide and its Subsidiaries, or industry partners may be in compliance with such State-level laws, there is a significant risk that U.S. federal prosecutors may enforce U.S. federal laws and seek to prosecute actors involved in activities related to cannabis. Any enforcement of current U.S. federal laws by U.S. federal prosecutors could cause significant financial damage to High Tide and its shareholders. Violations of any U.S. federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the U.S. federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities or divestiture. This could have a High Tide Material Adverse Effect on High Tide, including its reputation and ability to conduct business, its financial position, operating results, profitability or liquidity or the market price of its publicly traded securities. In addition, it is difficult to estimate the time or resources that would be needed for the investigation of any such matters or its final resolution because, in part, the time and resources that may be needed are dependent on the nature and extent of any information requested by the applicable authorities involved, and such time or resources could be substantial.

 

Second, insofar as the activities of High Tide and its Subsidiaries relate to Industrial Hemp, while High Tide believes that High Tide and its Subsidiaries will not be subject to any action taken by the DEA as long as High Tide and its Subsidiaries comply with the requirements of the 2014 Farm Bill and/or the 2018 Farm Bill, and applicable State laws, there remain a number of considerations, potential changes in regulation, and uncertainties regarding the cultivation, sourcing, production and distribution of Industrial Hemp and products containing Industrial Hemp derivatives. Applicable laws and regulations in the U.S. remain subject to change as there are different interpretations among federal, State and local regulatory agencies, legislators, academics and businesses with respect to the treatment of the importation of derivatives from exempted portions of the Cannabis plant, the scope of operation of the 2014 Farm Bill and the 2018 Farm Bill, and the authorizations granted to 2018 Farm Bill-compliant Industrial Hemp growers and licensed Industrial Hemp-derived CBD producers. If existing applicable State or federal laws in respect of Industrial Hemp are repealed or curtailed, or otherwise interpreted in a manner adverse to the activities of High Tide and its Subsidiaries as they relate to Industrial Hemp, High Tide’s business, results of operations, financial condition and prospects would be materially adversely affected, as described elsewhere herein.

 

There can be no guarantee that State laws legalizing and regulating the sale and use of cannabis will not change or be repealed or overturned, or that local government authorities will not limit the applicability of State laws within their respective jurisdictions. There is a significant risk that future developments in the U.S. cannabis industry could result in third-party service providers suspending or withdrawing services essential to High Tide and its Subsidiaries to continue operations in the U.S., and a significant risk that regulatory bodies may impose certain restrictions on High Tide’s ability to operate in the U.S.

 

 

 

 

Ability to Access Capital

 

The continued development of High Tide’s U.S. operations may require additional financing. The failure to raise such capital could result in the delay or indefinite postponement of High Tide’s current business strategy in the U.S. or High Tide ceasing to carry on business in the U.S. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to High Tide. Specifically, given the current laws regarding cannabis at the federal level in the U.S., traditional bank financing is typically not available to issuers engaged in the U.S. cannabis industry. The federal illegality of cannabis in the U.S. means that financial transactions involving proceeds generated by cannabis-related conduct can form the basis for prosecution under several U.S. statutes, including money laundering statutes. As a result, High Tide may not be able to secure financing on terms acceptable to it, or at all.

 

In the event that High Tide raises funds to support its U.S. operations through the issuances of equity or convertible debt securities, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of High Tide Shares. In addition, from time to time, High Tide may enter into transactions to acquire assets or the shares of other companies in furtherance of its U.S. operations. These transactions may be financed wholly or partially with debt, which may temporarily increase High Tide’s debt levels above industry standards. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for High Tide to obtain additional capital and to pursue business opportunities, including potential acquisitions.

 

Table of Concordance

 

In accordance with Staff Notice 51-352, the following is a table of concordance, which is intended to assist readers in identifying those parts of this Information Circular that address the disclosure expectations outlined in Staff Notice 51-352. Unless otherwise indicated, all cross references in the below table of concordance refer to sections of this Schedule B to Appendix D.

 

Industry Involvement  

Specific Disclosure Necessary to Fairly Present All Material

Facts, Risks and Uncertainties

  Cross References / Notes
All Issuers with U.S. Cannabis- Related Activities  

Describe the nature of the issuer’s involvement in the U.S. cannabis industry and include the disclosures indicated for at least one of the direct, indirect and ancillary industry involvement types noted in this table.

 

See:

● “Nature of Involvement in the U.S. cannabis industry”

 

       
  Prominently state that cannabis is illegal under U.S. federal law and that enforcement of relevant laws is a significant risk.  

See:

● “Nature of Involvement in the U.S. cannabis industry”

● “Cannabis is Illegal under U.S. Federal Laws”

● “Recap and Summary”

       
 

Discuss any statements and other available guidance made by federal authorities or prosecutors regarding the risk of enforcement action in any jurisdiction where the issuer conducts U.S. cannabis-related activities.

 

See:

● “History of Legal Developments in the U.S. Cannabis Industry”

       
   

Outline related risks including, among others, the risk that third- party service providers could suspend or withdraw services and the risk that regulatory bodies could impose certain restrictions on the issuer’s ability to operate in the U.S.

 

 

See:

● “Nature of Involvement in the U.S. cannabis industry”

● “Cannabis is Illegal under U.S. Federal Laws”

● “History of Legal Developments in the U.S. Cannabis Industry”

● “Recap and Summary”

 

 

 

   

 

 

 

 

Given the illegality of cannabis under U.S. federal law, discuss the issuer’s ability to access both public and private capital and indicate what financing options are / are not available in order to support continuing operations.

 

 

See:

● “Ability to Access Capital”

 

 

Quantify the issuer’s balance sheet and operating statement exposure to U.S. cannabis-related activities.

 

 

See:

● “Nature of Involvement in the U.S. cannabis industry”

 

Disclose if legal advice has not been obtained, either in the form of a legal opinion or otherwise, regarding (a) compliance with applicable state regulatory frameworks and (b) potential exposure and implications arising from U.S. federal law.

  High Tide has received legal advice from U.S. attorneys regarding (a) compliance with applicable State regulatory frameworks and (b) potential exposure and implications arising from U.S. federal law. High Tide and its U.S. counsel continue to monitor compliance carefully on an ongoing basis.
       
U.S. Cannabis Issuers with direct involvement in cultivation or distribution  

Outline the regulations for U.S. states in which the issuer operates and confirm how the issuer complies with applicable licensing requirements and the regulatory framework enacted by the applicable U.S. state.

 

  N/A
 

Discuss the issuer’s program for monitoring compliance with U.S. state law on an ongoing basis, outline internal compliance procedures and provide a positive statement indicating that the issuer is in compliance with U.S. state law and the related licensing framework. Promptly disclose any non-compliance, citations or notices of violation which may have an impact on the issuer’s licence, business activities or operations.

 

  N/A
U.S. Cannabis Issuers with indirect involvement in cultivation or distribution  

Outline the regulations for U.S. states in which the issuer’s investee(s) operate.

 

  N/A
 

Provide reasonable assurance, through either positive or negative statements, that the investee’s business is in compliance with applicable licensing requirements and the regulatory framework enacted by the applicable U.S. state. Promptly disclose any noncompliance, citations or notices of violation, of which the issuer is aware, that may have an impact on the investee’s licence, business activities or operations.

  N/A
       
U.S. Cannabis Issuers with material ancillary involvement   Provide reasonable assurance, through either positive or negative statements, that the applicable customer’s or investee’s business is in compliance with applicable licensing requirements and the regulatory framework enacted by the applicable U.S. state.  

High Tide takes commercially reasonable steps to (a) regularly monitor the development of applicable U.S. federal and State laws, licensing requirements and regulatory frameworks, (b) engage U.S. legal counsel, where appropriate, to ensure it is operating in compliance with all applicable laws and permits, and (c) ensure that all third parties with which High Tide or its Subsidiaries engage in business dealings with are in compliance with the applicable cannabis regulatory framework enacted by the applicable State.

 

High Tide believes that it is, and to the best of its knowledge, believes that each third party with which it has a working business relationship is, as of the date of this Information Circular, in compliance with the applicable cannabis regulatory framework in the States in which it operates.

 

 

 

APPENDIX E

 

SECTION 191 OF THE BUSINESS CORPORATIONS ACT (ALBERTA)

 

Registered META Shareholders each have the right to dissent in respect of the Arrangement in accordance with Section 191 of the ABCA (as varied by the Interim Order in the case of the Dissent Rights). Such rights of dissent are described in the Information Circular under the heading “Rights of Dissent”. The full text of Section 191 of the ABCA is set forth below.

 

191(1) Subject to sections 192 and 242, a holder of shares of any class of a corporation may dissent if the corporation resolves to

 

(a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue or transfer of shares of that class,

 

(b) amend its articles under section 173 to add, change or remove any restrictions on the business or businesses that the corporation may carry on,

 

(b.1) amend its articles under Section 173 to add or remove an express statement establishing the unlimited liability of shareholders as set out in Section 15.2(1),

 

(c) amalgamate with another corporation, otherwise than under section 184 or 187,

 

(d) be continued under the laws of another jurisdiction under section 189, or

 

(e) sell, lease or exchange all or substantially all its property under section 190.

 

(2) A holder of shares of any class or series of shares entitled to vote under section 176, other than section 176(1)(a), may dissent if the corporation resolves to amend its articles in a manner described in that section.

 

(3) In addition to any other right he may have, but subject to subsection (20), a shareholder entitled to dissent under this section and who complies with this section is entitled to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the last business day before the day on which the resolution from which the shareholder dissents was adopted.

 

(4) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the shareholder or on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

 

(5) A dissenting shareholder shall send to the corporation a written objection to a resolution referred to in subsection (1) or (2)

 

(a) at or before any meeting of shareholders at which the resolution is to be voted on, or

 

(b) if the corporation did not send notice to the shareholder of the purpose of the meeting or of his right to dissent, within a reasonable time after the shareholder learns that the resolution was adopted and of the shareholder’s right to dissent.

 

(6) An application may be made to the Court after the adoption of a resolution referred to in subsection (1) or (2),

 

(a) by the corporation, or

 

E - 1

 

(b) by a shareholder if the shareholder has sent an objection to the corporation under subsection (5) to fix the fair value in accordance with subsection (3) of the shares of a shareholder who dissents under this section, or to fix the time at which a shareholder of an unlimited liability corporation who dissents under this section ceases to become liable for any new liability, act or default of the unlimited liability corporation.

 

(7) If an application is made under subsection (6), the corporation shall, unless the Court otherwise orders, send to each dissenting shareholder a written offer to pay the shareholder an amount considered by the directors to be the fair value of the shares.

 

(8) Unless the Court otherwise orders, an offer referred to in subsection (7) shall be sent to each dissenting shareholder

 

(a) at least 10 days before the date on which the application is returnable, if the corporation is the applicant, or

 

(b) within 10 days after the corporation is served with a copy of the application, if a shareholder is the applicant.

 

(9) Every offer made under subsection (7) shall

 

(a) be made on the same terms, and

 

(b) contain or be accompanied with a statement showing how the fair value was determined.

 

(10) A dissenting shareholder may make an agreement with the corporation for the purchase of the shareholder’s shares by the corporation, in the amount of the corporation’s offer under subsection (7) or otherwise, at any time before the Court pronounces an order fixing the fair value of the shares.

 

(11) A dissenting shareholder

 

(a) is not required to give security for costs in respect of an application under subsection (6), and

 

(b) except in special circumstances must not be required to pay the costs of the application or appraisal.

 

(12) In connection with an application under subsection (6), the Court may give directions for

 

(a) joining as parties all dissenting shareholders whose shares have not been purchased by the corporation and for the representation of dissenting shareholders who, in the opinion of the Court, are in need of representation,

 

(b) the trial of issues and interlocutory matters, including pleadings and questioning under Part 5 of the Alberta Rules of Court,

 

(c) the payment to the shareholder of all or part of the sum offered by the corporation for the shares,

 

(d) the deposit of the share certificates with the Court or with the corporation or its transfer agent,

 

(e) the appointment and payment of independent appraisers, and the procedures to be followed by them,

 

(f) the service of documents, and

 

(g) the burden of proof on the parties.

 

E - 2

 

(13) On an application under subsection (6), the Court shall make an order

 

(a) fixing the fair value of the shares in accordance with subsection (3) of all dissenting shareholders who are parties to the application,

 

(b) giving judgment in that amount against the corporation and in favour of each of those dissenting shareholders,

 

(c) fixing the time within which the corporation must pay that amount to a shareholder, and

 

(d) fixing the time at which a dissenting shareholder of an unlimited liability corporation ceases to become liable for any new liability, act or default of the unlimited liability corporation.

 

(14) On:

 

(a) the action approved by the resolution from which the shareholder dissents becoming effective,

 

(b) the making of an agreement under subsection (10) between the corporation and the dissenting shareholder as to the payment to be made by the corporation for the shareholder’s shares, whether by the acceptance of the corporation’s offer under subsection (7) or otherwise, or

 

(c) the pronouncement of an order under subsection (13);

 

whichever first occurs, the shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shareholder’s shares in the amount agreed to between the corporation and the shareholder or in the amount of the judgment, as the case may be.

 

(15) Subsection (14)(a) does not apply to a shareholder referred to in subsection (5)(b).

 

(16) Until one of the events mentioned in subsection (14) occurs,

 

(a) the shareholder may withdraw the shareholder’s dissent, or

 

(b) the corporation may rescind the resolution,

 

and in either event proceedings under this section shall be discontinued.

 

(17) The Court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder, from the date on which the shareholder ceases to have any rights as a shareholder by reason of subsection (14) until the date of payment.

 

(18) If subsection (20) applies, the corporation shall, within 10 days after

 

(a) the pronouncement of an order under subsection (13), or

 

(b) the making of an agreement between the shareholder and the corporation as to the payment to be made for the shareholder’s shares,

 

notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

 

(19) Notwithstanding that a judgment has been given in favour of a dissenting shareholder under subsection (13)(b), if subsection (20) applies, the dissenting shareholder, by written notice delivered to the corporation within 30 days after receiving the notice under subsection (18), may withdraw the shareholder’s notice of objection, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to the shareholder’s full rights as a shareholder, failing which the shareholder retains a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

 

(20) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

 

(a) the corporation is or would after the payment be unable to pay its liabilities as they become due, or

 

(b) the realizable value of the corporation’s assets would by reason of the payment be less than the aggregate of its liabilities.

 

E - 3

 

APPENDIX F

 

PRO FORMA FINANCIAL STATEMENTS OF HIGH TIDE

 

F - 1

 

High Tide Inc.

Pro Forma Consolidated Financial Position

As at July 31, 2020

(Unaudited, expressed in thousands of Canadian dollars)

 

    High Tide Inc.
July 31,
2020
    Meta Growth
Corp.
May 31,
2020
    Pro forma
Adjustments
    Notes   Pro forma
Consolidated
 
    $     $     $         $  
Assets                                    
Current assets                                    
Cash and cash equivalents     7,108       14,194       (5,404 )   3d)     15,898  
Marketable securities     420       -       -           420  
Trade and other receivables     4,233       1,256       -           5,489  
Inventory     6,439       2,954       -           9,393  
Prepaid expenses and deposits     3,046       3,465       -           6,511  
Assets held for sale     -       650       -           650  
Current portion of loans receivable     38       -       -           38  
Total current assets     21,284       22,519       (5,404 )         38,399  
Non-current assets                                    
Derivative Asset     -       149       -           149  
Investment     -       842       -           842  
Note receivable     -       162       -           162  
Loan receivable     284       1,192       -           1,476  
Property and equipment     13,374       5,965       -           19,339  
Assets in process     -       1,686       -           1,686  
Right-of-use assets, net     18,993       8,274       -           27,267  
Long term prepaid expenses and deposits     1,595       -       -           1,595  
Deferred tax asset     687       -       -           687  
Intangible assets and goodwill     19,657       11,265       33,926     2     64,848  
Total non-current assets     54,590       29,535       33,926           118,051  
Total assets     75,874       52,054       28,522           156,450  
Liabilities                                    
Current liabilities                                    
Accounts payable and accrued liabilities     7,916       2,859       -           10,775  
Notes payable current     2,537       -       -           2,537  
Deferred liability     1,853       -       -           1,853  
Current portion of convertible debentures     14,518       -       -           14,518  
Current portion of lease liabilities     4,725       2,394       -           7,119  
Derivative liability     1,119       -       -           1,119  
Total current liabilities     32,668       5,253       -           37,921  
Non-current liabilities                                    
Notes payable     1,802       -       -           1,802  
Term loans     -       13,577       -           13,577  
Convertible debentures     10,604       18,107       -           28,711  
Lease liabilities     14,698       8,667       -           23,365  
Long term contract liability     62       -       -           62  
Deferred tax liability     2,388       2,607       3,928     2, 3e)     8,923  
Total non-current liabilities     29,554       42,958       3,928           76,440  
Total liabilities     62,222       48,211       3,928           114,361  
                                     
Shareholder’s equity                                    
Share capital     32,208       75,840       (44,441 )   2, 3a), b)     63,607  
Contributed surplus     2,621       5,306       (4,703 )   3a), c)     3,224  
Convertible debentures - equity     3,392       -       -     3a)     3,392  
Warrants     7,675       4,380       (2,541 )   3a), c)     9,514  
Accumulated other comprehensive income     (231 )     (428 )     428     3a)     (231 )
Accumulated deficit     (32,013 )     (81,129 )     75,725     3a), d)     (37,417 )
Equity attributable to owners of the Company     13,652       3,969       24,468           42,089  
Non-controlling interest     -       (126 )     126           -  
Total shareholders’ equity     13,652       3,843       24,594           42,089  
Total liabilities and shareholders’ equity     75,874       52,054       28,522           156,450  

 

The accompanying notes are an integral part of the pro forma consolidated financial statements.

 

 

 

High Tide Inc.

Pro Forma Consolidated Statement of Loss and Comprehensive Loss

For the nine months ended

(Unaudited, expressed in thousands of Canadian dollars)

 

    High Tide   Inc.
Nine months ended
July 31,
2020
    Meta Growth Corp.
Nine months ended
May 31,
2020
    Pro forma Adjustments     Notes     Pro forma Consolidated  
      $       $       $               $  
Revenue                                        
Merchandise sales     53,955       42,789       -               96,744  
Royalty revenue     884       -       -               884  
Other revenue     1,596       -       -               1,596  
Total Revenue     56,435       42,789       -               99,224  
                                         
Cost of sales     (35,042 )     (29,005 )     -               (64,047 )
Gross profit     21,393       13,784       -               35,177  
Expenses                                        
Salaries, wages and benefits     (10,045 )     (9,539 )     -               (19,584 )
Share-based compensation     (100 )     (464 )     -               (564 )
General and administration     (2,970 )     (4,021 )     -               (6,991 )
Professional fees     (2,318 )     (1,977 )     -               (4,295 )
Advertising and promotion     (346 )     (340 )     -               (686 )
Depreciation and amortization     (5,022 )     (4,494 )     (2,223 )     3f)       (11,739 )
Interest and bank charges     (368 )     (455 )     -               (823 )
Total expenses     (21,169 )     (21,290 )     (2,223 )             (44,682 )
Income (loss) from operations     224       (7,506 )     (2,223 )             (9,505 )
                                         
Other income (expenses)                                        
Gain on extinguishment of debenture     3,390       -       -               3,390  
Revaluation of derivative liability     247       -       -               247  
Impairment loss     (247 )     (22,134 )     -               (22,381 )
Gain on investment     -       1,123       -               1,123  
Loss on disposal of assets     -       (18 )     -               (18 )
Finance and other costs     (7,983 )     (5,306 )     -               (13,289 )
Foreign exchange gain (loss)     17       -       -               17  
Total other expenses     (4,576 )     (26,335 )     -               (30,911 )
Loss before taxes     (4,352 )     (33,841 )     (2,223 )             (40,416 )
Deferred tax (expense) recovery     (278 )     679       -               401  
Net Loss     (4,630 )     (33,162 )     (2,223 )             (40,015 )
Other comprehensive loss                                        
Net loss for the period from discontinued operations     -       (1,261 )     -               (1,261 )
Translation difference on foreign subsidiary     135       -       -               135  
Total comprehensive loss     (4,495 )     (34,423 )     (2,223 )             (41,141 )

 

The accompanying notes are an integral part of the pro forma consolidated financial statements.

 

 

 

High Tide Inc.

Pro Forma Consolidated Statement of Loss and Comprehensive Loss

For the year ended

(Unaudited, expressed in thousands of Canadian dollars)

 

    High Tide
Inc.
Year-ended
October 31,
2019
    Meta Growth
Corp.
Year-ended
August 31,
2019
    Pro forma
Adjustments
    Notes     Pro forma
Consolidated
 
    $     $     $           $  
Revenue                              
Merchandise sales     29,445       52,736       -               82,181  
Royalty revenue     1,516       -       -               1,516  
Commissions     -       1,211       -               1,211  
Other revenue     333       155       -               488  
Total Revenue     31,294       54,102       -               85,396  
                                         
Cost of sales     (19,978 )     (36,446 )     -               (56,424 )
Gross profit     11,316       17,656       -               28,972  
Expenses                                        
Salaries, wages and benefits     (10,447 )     (13,160 )     -               (23,607 )
Share-based compensation     (2,209 )     (964 )     -               (3,173 )
General and administration     (8,094 )     (12,966 )     (5,404 )     3d)       (26,464 )
Professional fees     (6,463 )     (3,207 )     -               (9,670 )
Advertising and promotion     (2,252 )     (693 )     -               (2,945 )
Depreciation and amortization     (1,401 )     (3,388 )     (2,965 )     3f)       (7,754 )
Interest and bank charges     (324 )     (523 )     -               (847 )
Total expenses     (31,190 )     (34,901 )     (8,369 )             (74,460 )
Loss from operations     (19,874 )     (17,245 )     (8,369 )             (45,488 )
                                         
Other income (expenses)                                        
Revaluation of derivative liability     732       -       -               732  
Impairment loss     (4,820 )     (16,828 )     -               (21,648 )
Related party balances written off     (34 )     -       -               (34 )
Finance and other costs     (3,089 )     (5,308 )     -               (8,397 )
Loss on disposal of assets     -       (100 )     -               (100 )
Recovery of contingent liability     -       4,080       -               4,080  
Gain on investment     -       598       -               598  
Share of loss on equity investment     -       (98 )     -               (98 )
Foreign exchange gain (loss)     (44 )     -       -               (44 )
Gain on extinguishment of financial liability     129       -       -               129  
Total other expenses     (7,126 )     (17,656 )     -               (24,782 )
Loss before taxes     (27,000 )     (34,901 )     (8,369 )             (70,270 )
Deferred tax (expense) recovery     708       2,825       (3,928 )             (395 )
Net Loss     (26,292 )     (32,076 )     (12,297 )             (70,665 )
Other comprehensive loss                                        
Translation difference on foreign subsidiary     (366 )     -       -               (366 )
Total comprehensive loss     (26,658 )     (32,076 )     (12,297 )             (71,031 )

 

The accompanying notes are an integral part of the pro forma consolidated financial statements.

 

 

 

High Tide Inc.

Notes to the Pro Forma Consolidated Financial Statements

(Unaudited, expressed in thousands of Canadian dollars, except share and per share amounts)

 

1. Basis of Presentation

 

The accompanying unaudited pro forma consolidated statement of financial position and statements of loss and comprehensive loss of High Tide Inc. (“High Tide”) have been prepared by management to reflect the acquisition (the “Acquisition”) of Meta Growth Corp. (“Meta Growth”) by the Company.

 

The unaudited pro forma consolidated statement of financial position and statements of loss and comprehensive loss have been prepared using accounting policies and practices consistent with those used in the preparation of High Tide’s and Meta Growth’s recent consolidated financial statements, both of which are prepared under International Financial Reporting Standards (“IFRS”). In the opinion of management, the unaudited pro forma consolidated financial statements include all adjustments necessary for fair presentation of the Acquisition contemplated in the arrangement agreement.

 

Certain significant estimates have been made by management in the preparation of these pro forma consolidated financial statements, in particular, the determination of the fair value of Meta Growth’s assets and liabilities acquired and the fair value of the consideration given by High Tide.

 

The unaudited pro forma consolidated statement of financial position and statements of loss and comprehensive loss have been compiled from and include:

 

The unaudited pro forma consolidated statement of financial position as at July 31, 2020 has been compiled from:

 

The statement of financial position of High Tide as at July 31, 2020, obtained from the unaudited condensed consolidated financial statements of High Tide for the nine months ended July 31, 2020.

 

The statement of financial position of Meta Growth as at May 31, 2020, obtained from the unaudited condensed consolidated financial statements of Meta Growth for the nine months ended May 31, 2020.

 

The unaudited pro forma consolidated statement of loss and comprehensive loss for the nine months ended July 31, 2020 has been compiled from:

 

The statement of loss and comprehensive loss of High Tide for the nine months ended July 31, 2020, obtained from the unaudited condensed consolidated financial statements of High Tide for the nine months ended July 31, 2020.

 

The statement of loss and comprehensive loss of Meta Growth for the nine months ended May 31, 2020, obtained from the unaudited condensed consolidated financial statements of Meta Growth for the nine months ended May 31, 2020.

 

The unaudited pro forma consolidated statement of loss and comprehensive loss for the year ended October 31, 2019 has been compiled from:

 

The statement of loss and comprehensive loss of High Tide for the year ended October 31, 2019, obtained from the audited consolidated financial statements of High Tide for the year ended October 31, 2019.

 

The statement of loss and comprehensive loss of Meta Growth for the year ended August 31, 2019, obtained from the audited consolidated financial statements of Meta Growth for the year ended August 31, 2019.

 

The unaudited pro forma consolidated statement of financial position has been prepared as if the Acquisition took place on July 31, 2020. The unaudited pro forma consolidated statements of loss and comprehensive loss for the nine months ended July 31, 2020 and for the year ended October 31, 2019 have been prepared as if the Acquisition took place on November 1, 2018.

 

The unaudited pro forma consolidated statement of financial position and statements of loss and comprehensive loss have been prepared for illustration purposes only and may not be indicative of the combined results or financial position had the Acquisition been in effect at the date indicated.

 

 

 

High Tide Inc.

Notes to the Pro Forma Consolidated Financial Statements

(Unaudited, expressed in thousands of Canadian dollars, except share and per share amounts)

 

2. Purchase Price Allocation

 

The proposed Acquisition of the outstanding common shares of Meta Growth by the Company pursuant to the arrangement agreement constitutes a business combination in accordance with IFRS 3, Business Combinations (“IFRS 3”), with High Tide as the acquirer. Accordingly, the Company has applied the principles of IFRS 3 in the pro forma accounting for the acquisition of Meta Growth, which requires the Company to recognize Meta Growth’s identifiable assets acquired and liabilities assumed at fair value, recognize consideration transferred in the acquisition at fair value and recognize goodwill, if any, as the excess of consideration transferred over the net of the acquisition date fair value of identifiable assets acquired and liabilities assumed.

 

As of the date of this Information Circular, the Company has not completed a detailed valuation study necessary to arrive at the required final estimates of the fair value of Meta Growth’s assets to be acquired and liabilities to be assumed. A final determination of the fair value of Meta Growth’s assets and liabilities will be based on the actual assets and liabilities of Meta Growth that exist as of the effective date of the Acquisition and, therefore, cannot be made prior to the effective date. In addition, the value of the consideration to be paid by High Tide on the effective date will be determined based on the closing price of High Tide’s common stock on the effective date. As a result, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma financial information. The Company has estimated the fair value of Meta Growth’s assets and liabilities based on discussions with Meta Growth’s management, preliminary valuation information, due diligence and information presented in Meta Growth’s public filings. Until the arrangement is completed, High Tide and Meta Growth are limited in their ability to share certain information. Upon completion of the Acquisition, a final determination of fair value of Meta Growth’s assets and liabilities will be performed. Any increases or decreases in the fair value of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the unaudited pro forma consolidated statement of financial position and unaudited pro forma consolidated statements of loss and comprehensive loss.

 

The final purchase price allocation may be materially different than that reflected in the preliminary pro forma purchase price allocation presented below. The estimated purchase consideration and the preliminary fair values of the assets acquired, and liabilities assumed for the purposes of these unaudited pro forma consolidated financial statements is summarized in the tables below:

 

 

 

High Tide Inc.

Notes to the Pro Forma Consolidated Financial Statements

(Unaudited, expressed in thousands of Canadian dollars, except share and per share amounts)

 

The preliminary purchase price of $33,841 has been allocated as follows:

 

Meta Growth Outstanding shares     236,679,686  
Exchange ratio     0.824  
High Tide Shares to be issued     195,024,061  
Estimated fair value of High Tide Shares 10-day VWAP on Aug. 20, 2020     0.161  
Estimated fair value of common shares issued     31,399  
Estimated fair value of warrants issued     1,839  
Estimated fair value of stock options issued     77  
Estimated fair value of RSU’s issued     526  
Consideration to be allocated to assets and liabilities     33,841  
Assets     $  
Cash     14,194  
Accounts receivable     1,256  
Inventory     2,954  
Prepaid expenses     3,465  
Property and equipment     5,965  
Assets held for sale     650  
Derivative asset     149  
Investment     842  
Assets in process     1,686  
Right of use assets     8,274  
Loan receivable     1,192  
Note receivable     162  
Intangible assets and goodwill     11,265  
Intangible assets assumed (licenses)     14,823  
Additional goodwill     19,103  
Total assets     85,980  
         
Liabilities
    $  
Trade and other payables     2,859  
Current lease obligations     2,394  
Term loans     13,577  
Convertible debenture     18,107  
LT Lease obligation     8,667  
Deferred tax liability     2,607  
Deferred tax liability assumed     3,928  
Total liabilities     52,139  
         
Net assets acquired     33,841  

 

3. Pro Forma Assumptions and Adjustments

 

The following are the pro forma assumptions and adjustments relating to the Acquisition.

 

a) The elimination of the historical equity of Meta Growth.

 

b) Under the terms of the arrangement agreement, the shareholders of Meta Growth will receive 0.824 (“Exchange Ratio”) of a common share of High Tide for each Meta Growth share held resulting in the issuance of 195,024,061 common shares of High Tide. The fair value of the common shares issued was determined based on the August 20, 2020 10-day volume weighted average trading price of High Tide’s common shares which was $0.161.

 

c) The stock options, warrants and RSU’s previously held under Meta Growth will be converted into stock options, warrants and RSU’s of High Tide by applying the Exchange Ratio on the effective date. This results in a total of 4,109,273 stock options, 44,938,012 warrants and 3,269,644 RSU’s being issued.

 

 

 

High Tide Inc.

Notes to the Pro Forma Consolidated Financial Statements

(Unaudited, expressed in thousands of Canadian dollars, except share and per share amounts)

 

The fair value of the stock options was determined to be $77 using the black-scholes option pricing model with the following assumptions: share price of $0.161, an average exercise price of $0.64, a risk free rate of 0.28%, expected life of 2.69 years and volatility of 70%.

 

The fair value of the warrants was determined to be $1,839 using the black-scholes option pricing model with the following assumptions: share price of $0.161, an average exercise price of $0.36, a risk free rate of 0.28%, average expected life of 2.69 years and volatility of 70%.

 

The fair value of the RSU’s of $526 was determined as the total amount outstanding multiplied by High Tide’s trading price of $0.161 on August 20, 2020.

 

d) The estimated cash transaction costs to be incurred in connection with the Acquisition were determined to be $5,404.

 

e) The increase in deferred tax liability has been estimated based on the fair value of the licenses acquired which was determined based on the Company’s corporate tax rate of 26.5%.

 

f) The amortization of the licenses acquired was calculated based on an estimated 5-year useful life.

 

4. Share Capital and Per Share Amounts

 

a) The following table summarizes the pro-forma share capital:

 

Common Shares

 

    Note   Number     Amount  
Meta Growth’s common shares at May 31, 2020         236,679,686       75,840  
High Tide’s common shares at July 31, 2020         236,380,280       32,208  
Elimination of Meta Growth’s issued and outstanding shares and share capital and contributed surplus   3a)     (236,679,686 )     (75,840 )
Common shares issued in connection with the transaction   2, 3b)     195,024, 061       31,399  
          431,404,341       63,607  

 

b) The following table summarizes the pro forma warrants:

 

    Note   Number     Amount  
Warrants of Meta Growth’s outstanding at May 31, 2020         54,536,422       4,380  
Warrants of High Tide’s outstanding at July 31, 2020         132,201,464       7,675  
Elimination of Meta Growth warrants   3a)     (54,536,422 )     (4,380 )
Issuance of High Tide warrants   3c)     44,938,012       1,839  
          177,139,476       9,514  

 

c) The following table summarizes the pro forma contributed surplus:

 

    Note   Number     Amount  
Stock options and RSU’s of Meta Growth outstanding at May 31, 2020         8,954,997       5,306  
Stock options of High Tide outstanding at July 31, 2020         9,410,000       2,621  
Cancellation of Meta Growth stock options and RSU’s   3a)     (8,954,997 )     (5,306 )
Issuance of High Tide stock options   3c)     4,109,273       77  
Issuance of High Tide RSU’s         3,269,644       526  
          16,788,917       3,224  

 

 

 

High Tide Inc.

Notes to the Pro Forma Consolidated Financial Statements

(Unaudited, expressed in thousands of Canadian dollars, except share and per share amounts)

 

5. Basic and Diluted Loss Per Share

 

The pro forma basic and diluted loss per share for the nine months ended July 31, 2020 and year ended October 31, 2019.

 

For nine months ended July 31, 2020          
High Tide’s weighted average number of shares outstanding     226,865,123  
Common shares issued to Meta Growth’s shareholders     195,024,061  
Pro forma weighted average number of High Tide shares outstanding (basic)     421,889,184  
High Tide and Meta Growth dilutive shares     -  
Pro forma weighted average number of High Tide shares outstanding (diluted)     421,889,184  
Pro forma net loss     (40,015 )
Pro forma loss per share (basic and diluted)     (0.10 )
         
For year ended October 31, 2019        
High Tide’s weighted average number of shares outstanding     198,181,696  
Common shares issued to Meta Growth’s shareholders     195,024,061  
Pro forma weighted average number of High Tide shares outstanding (basic)     393,205,757  
High Tide and Meta Growth dilutive shares     -  
Pro forma weighted average number of High Tide shares outstanding (diluted)     393,205,757  
Pro forma net loss     (70,665 )
Pro forma loss per share (basic and diluted)     (0.18 )

 

 

 

  QUESTIONS?
NEED HELP
VOTING?
 

 

 

  CONTACT US  

 

North American Toll Free Phone

 

1.800.749.9052

 

E-mail: contactus@kingsdaleadvisors.com
   
  Fax: 416.867.2271
   
  Toll Free Facsimile: 1.866.545.5580
   
  Outside North America, Banks and Brokers
Call Collect: 416.867.2272
   

 

 

 

 

EXHIBIT 99.82

 

Note: [05 Oct 2018] - The following is a consolidation of 45-106F1. It incorporates the amendments to this document that came
into effect on October 5, 2018. This consolidation is provided for your convenience and should not be relied on as authoritative.

 

Form 45-106F1 Report of Exempt Distribution

 

A. General Instructions

 

1. Filing instructions

 

An issuer or underwriter that is required to file a report of exempt distribution and pay the applicable fee must file the report and pay the fee as follows:

 

In British Columbia – through BCSC eServices at http://www.bcsc.bc.ca.
In Ontario – through the online e-form available at http://www.osc.gov.on.ca.
In all other jurisdictions – through the System for Electronic Document Analysis and Retrieval (SEDAR) in accordance with National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) if required, or otherwise with the securities regulatory authority or regulator, as applicable, in the applicable jurisdictions at the addresses listed at the end of this form.

 

The issuer or underwriter must file the report in a jurisdiction of Canada if the distribution occurs in the jurisdiction, and the issuer or underwriter is relying on a specific exemption from the prospectus requirement set out in section 6.1 of the Instrument. The requirement to file this report might also be a condition of a prospectus exemption provided in a national, multilateral or local rule or instrument, or a condition of an exemptive relief order. If a distribution is made in more than one jurisdiction of Canada, the issuer or underwriter may satisfy its obligation to file the report by completing a single report identifying all purchasers, and file the report in each jurisdiction of Canada in which the distribution occurs. Filing fees payable in a particular jurisdiction are not affected by identifying all purchasers in a single report.

 

In order to determine the applicable fee in a particular jurisdiction of Canada, consult the securities legislation of that jurisdiction.

 

2. Issuers located outside of Canada

 

If an issuer located outside of Canada determines that a distribution has taken place in a jurisdiction of Canada, include information about purchasers resident in that jurisdiction only.

 

3. Multiple distributions

 

An issuer may use one report for multiple distributions occurring within 10 days of each other, provided the report is filed on or before the 10th day following the first distribution date. However, an investment fund issuer that is relying on the exemptions set out in subsection 6.2(2) of NI 45-106 may file the report annually in accordance with that subsection.

 

4. References to purchaser

 

References to a purchaser in this form are to the beneficial owner of the securities.

 

However, if a trust company, trust corporation, or registered adviser described in paragraph (p) or (q) of the definition of “accredited investor” in section 1.1 of NI 45-106 has purchased the securities on behalf of a fully managed account, provide information about the trust company, trust corporation or registered adviser only; do not include information about the beneficial owner of the fully managed account.

 

Joint purchasers may be treated as one purchaser for the purposes of Item 7(f) of this form.

 

5. References to issuer

 

References to “issuer” in this form include an investment fund issuer and a non-investment fund issuer, unless otherwise specified.

 

6. Investment fund issuers

 

If the issuer is an investment fund, complete Items 1-3, 6-8, 10, 11 and Schedule 1 of this form.

 

7. Mortgage investment entities

 

If the issuer is a mortgage investment entity, complete all applicable items of this form other than Item 6.

 

 

 

8. Language

 

The report must be filed in English or in French. In Québec, the issuer or underwriter must comply with linguistic rights and obligations prescribed by Québec law.

 

9. Currency

 

All dollar amounts in the report must be in Canadian dollars. If the distribution was made or any compensation was paid in connection with the distribution in a foreign currency, convert the currency to Canadian dollars using the daily exchange rate of the Bank of Canada on the distribution date. If the distribution date occurs on a date when the daily exchange rate of the Bank of Canada is not available, convert the currency to Canadian dollars using the most recent daily exchange rate of the Bank of Canada available before the distribution date. For investment funds in continuous distribution, convert the currency to Canadian dollars using the average daily exchange rate of the Bank of Canada for the distribution period covered by the report.

 

If the distribution was not made in Canadian dollars, provide the foreign currency in Item 7(a) of the report.

 

10. Date of information in report

 

Unless otherwise indicated in this form, provide the information as of the distribution end date.

 

11. Date of formation

 

For the date of formation, provide the date on which the issuer was incorporated, continued or organized (formed). If the issuer resulted from an amalgamation, arrangement, merger or reorganization, provide the date of the most recent amalgamation, arrangement, merger or reorganization.

 

12. Security codes

 

Wherever this form requires disclosure of the type of security, use the following security codes:

 

Security code   Security type
BND   Bonds
CER   Certificates (including pass-through certificates, trust certificates)
CMS   Common shares
CVD   Convertible debentures
CVN   Convertible notes
CVP   Convertible preferred shares
DCT   Digital coins or tokens
DEB   Debentures
DRS   Depository receipts (such as American or Global depository receipts/shares)
FTS   Flow-through shares
FTU   Flow-through units
LPU   Limited partnership units and limited partnership interests (including capital commitments)
MTG   Mortgages (other than syndicated mortgages)
NOT   Notes (include all types of notes except convertible notes)
OPT   Options
PRS   Preferred shares
RTS   Rights
SMG   Syndicated mortgages
SUB   Subscription receipts
UBS   Units of bundled securities (such as a unit consisting of a common share and a warrant)
UNT   Units (exclude units of bundled securities, include trust units and mutual fund units)
WNT   Warrants (including special warrants)
OTH   Other securities not included above (if selected, provide details of security type in Item 7d)

 

13. Distributions by more than one issuer of a single security

 

If two or more issuers distributed a single security, provide the full legal names of the co-issuers in Item 3.

 

 

 

 

B. Terms used in the form

 

1. For the purposes of this form:

 

“designated foreign jurisdiction” means Australia, France, Germany, Hong Kong, Italy, Japan, Mexico, the Netherlands, New Zealand, Singapore, South Africa, Spain, Sweden, Switzerland or the United Kingdom of Great Britain and Northern Ireland;

 

“eligible foreign security” means a security offered primarily in a foreign jurisdiction as part of a distribution of securities in either of the following circumstances:

 

(a) the security is issued by an issuer
(i) that is incorporated, formed or created under the laws of a foreign jurisdiction,
(ii) that is not a reporting issuer in a jurisdiction of Canada,
(iii) that has its head office outside of Canada, and
(iv) that has a majority of the executive officers and a majority of the directors ordinarily resident outside of Canada;

 

(b) the security is issued or guaranteed by the government of a foreign jurisdiction;

 

“foreign public issuer” means an issuer where any of the following apply:

 

(a) the issuer has a class of securities registered under section 12 of the 1934 Act;

 

(b) the issuer is required to file reports under section 15(d) of the 1934 Act;

 

(c) the issuer is required to provide disclosure relating to the issuer and the trading in its securities to the public, to security holders of the issuer or to a regulatory authority and that disclosure is publicly available in a designated foreign jurisdiction;

 

“legal entity identifier” means a unique identification code assigned to the person

 

(a) in accordance with the standards set by the Global Legal Entity Identifier System, or

 

(b) that complies with the standards established by the Legal Entity Identifier Regulatory Oversight Committee for pre-legal entity identifiers;

 

“NRD” means National Registration Database;

 

“permitted client” has the same meaning as in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;

 

“SEDAR profile” means a filer profile required under section 5.1 of National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR).

 

2. For the purposes of this form, a person is connected with an issuer or an investment fund manager if either of the following applies:

 

(a) one of them is controlled by the other;

 

(b) each of them is controlled by the same person.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE 1 TO FORM 45-106F1 (CONFIDENTIAL PURCHASER INFORMATION)

 

Schedule 1 must be filed in the format of an Excel spreadsheet in a form acceptable to the securities regulatory authority or regulator.

 

The information in this schedule will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.

 

a) General information (provide only once)
1. Name of issuer
2. Certification date (YYYY-MM-DD)

 

Provide the following information for each purchaser that participated in the distribution. For each purchaser, create separate entries for each distribution date, security type and exemption relied on for the distribution.

 

b) Legal name of purchaser

 

If two or more individuals have purchased a security as joint purchasers, provide information for each purchaser under the columns for family name, first given name and secondary given names, if applicable, and separate the individuals’ names with an ampersand. For example, if Jane Jones and Robert Smith are joint purchasers, indicate “Jones & Smith” in the family name column.

 

1. Family name
2. First given name
3. Secondary given names (if applicable)
4. Full legal name of non-individual (if applicable)
c) Contact information of purchaser
1. Residential street address
2. Municipality
3. Province/State
4. Postal code/Zip code
5. Country
6. Telephone number
7. Email address (if available)

 

d) Details of securities purchased

 

1. Date of distribution (YYYY-MM-DD)
2. Number of securities
3. Security code
4. Amount paid (Canadian $)

 

e) Details of exemption relied on

 

1. Rule, section and subsection number
2. If relying on section 2.3 [Accredited investor] of NI 45-106, provide the paragraph number in the definition of “accredited investor” in section 1.1 of NI 45-106 that applies to the purchaser. (select only one – if the purchaser is a permitted client that is not an individual, “NIPC” can be selected instead of the paragraph number)
3. If relying on section 2.5 [Family, friends and business associates] of NI 45-106, provide:
a. the paragraph number in subsection 2.5(1) that applies to the purchaser (select only one); and
b. if relying on paragraphs 2.5(1)(b) to (i), provide:
i. the name of the director, executive officer, control person, or founder of the issuer or affiliate of the issuer claiming a relationship to the purchaser. (Note: if Item 9(a) has been completed, the name of the director, executive officer or control person must be consistent with the name provided in Item 9 and Schedule 2.)

 

ii. the position of the director, executive officer, control person, or founder of the issuer or affiliate of the issuer claiming a relationship to the purchaser.

 

4. If relying on subsection 2.9(2) or, in Alberta, New Brunswick, Nova Scotia, Ontario, Québec, or Saskatchewan, subsection 2.9(2.1) [Offering memorandum] of NI 45-106 and the purchaser is an eligible investor, provide the paragraph number in the definition of “eligible investor” in section 1.1 of NI 45-106 that applies to the purchaser. (select only one)

 

 

 

 

f) Other information

 

Paragraphs f)1. and f)2. do not apply if any of the following apply:

 

(a) the issuer is a foreign public issuer;
(b) the issuer is a wholly owned subsidiary of a foreign public issuer;
(c) the issuer is distributing only eligible foreign securities and the distribution is to permitted clients only.

 

1. Is the purchaser a registrant? (Y/N)
2. Is the purchaser an insider of the issuer? (Y/N) (not applicable if the issuer is an investment fund)
3. Full legal name of person compensated for distribution to purchaser. If a person compensated is a registered firm, provide the firm NRD number only. (Note: the names must be consistent with the names of the persons compensated as provided in Item 8.)

 

INSTRUCTIONS FOR SCHEDULE 1

 

Any securities issued as payment for commissions or finder’s fees must be disclosed in Item 8 of the report, not in Schedule 1.

 

Details of exemption relied on – When identifying the exemption the issuer relied on for the distribution to each purchaser, refer to the rule, statute or instrument in which the exemption is provided and identify the specific section and, if applicable, subsection or paragraph. For example, if the issuer is relying on an exemption in a National Instrument, refer to the number of the National Instrument, and the subsection or paragraph number of the specific provision. If the issuer is relying on an exemption in a local blanket order, refer to the blanket order by number.

 

For exemptions that require the purchaser to meet certain characteristics, such as the exemption in section 2.3 [Accredited investor], section 2.5 [Family, friends and business associates] or subsection 2.9(2) or, in Alberta, New Brunswick, Nova Scotia, Ontario, Québec, or Saskatchewan, subsection 2.9(2.1) [Offering memorandum] of NI 45-106, provide the specific paragraph in the definition of those terms that applies to each purchaser.

 

Reports filed under paragraph 6.1(1)(j) [TSX Venture Exchange offering] of NI 45-106 – For reports filed under paragraph 6.1(1)(j) [TSX Venture Exchange offering] of NI 45-106, Schedule 1 must list the total number of purchasers by jurisdiction only, and is not required to include the name, residential address, telephone number or email address of the purchasers.

 

 

 

 

SCHEDULE 2 TO FORM 45-106F1 (CONFIDENTIAL DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON INFORMATION)

 

Schedule 2 must be filed in the format of an Excel spreadsheet in a form acceptable to the securities regulatory authority or regulator.

 

Complete the following only if Item 9(a) is required to be completed. This schedule also requires information to be provided about control persons of the issuer at the time of the distribution.

 

The information in this schedule will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.

 

a) General information (provide only once)

 

1. Name of issuer
2. Certification date (YYYY-MM-DD)

 

b) Business contact information of Chief Executive Officer (if not provided in Item 10 or 11 of report)

 

1. Email address
2. Telephone number

 

c) Residential address of directors, executive officers, promoters and control persons of the issuer

 

Provide the following information for each individual who is a director, executive officer, promoter or control person of the issuer at the time of the distribution. If the promoter or control person is not an individual, provide the following information for each director and executive officer of the promoter and control person. (Note: names of directors, executive officers and promoters must be consistent with the information in Item 9 of the report, if required to be provided.)

 

1. Family name
2. First given name
3. Secondary given names
4. Residential street address
5. Municipality
6. Province/State
7. Postal code/Zip code
8. Country
9. Indicate whether the individual is a control person, or a director and/or executive officer of a control person (if applicable)

 

d) Non-individual control persons (if applicable)

 

If the control person is not an individual, provide the following information. For locations within Canada, state the province or territory, otherwise state the country.

 

1. Organization or company name
2. Province or country of business location

 

 

 

 

Questions:

Refer any questions to:

 

Alberta Securities Commission

Suite 600, 250 – 5th Street

SW Calgary, Alberta T2P 0R4

Telephone: 403-297-6454

Toll free in Canada: 1-877-355-0585

Facsimile: 403-297-2082

Public official contact regarding indirect collection of information: FOIP Coordinator

 

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre

701 West Georgia Street

Vancouver, British Columbia V7Y 1L2

Inquiries: 604-899-6854

Toll free in Canada: 1-800-373-6393

Facsimile: 604-899-6581
Email: FOI-privacy@bcsc.bc.ca

Public official contact regarding indirect collection of information: FOI Inquiries

 

The Manitoba Securities Commission

500 – 400 St. Mary Avenue

Winnipeg, Manitoba R3C 4K5

Telephone: 204-945-2561

Toll free in Manitoba: 1-800-655-5244

Facsimile: 204-945-0330

Public official contact regarding indirect collection of information: Director

 

Financial and Consumer Services Commission (New Brunswick)

85 Charlotte Street, Suite 300

Saint John, New Brunswick E2L 2J2

Telephone: 506-658-3060

Toll free in Canada: 1-866-933-2222

Facsimile: 506-658-3059

Email: info@fcnb.ca

Public official contact regarding indirect collection of information: Chief Executive Officer and Privacy Officer

 

Government of Newfoundland and Labrador Financial Services Regulation Division

P.O. Box 8700

Confederation Building

2nd Floor, West Block

Prince Philip Drive

St. John’s, Newfoundland and Labrador A1B 4J6

Attention: Director of Securities

Telephone: 709-729-4189

Facsimile: 709-729-6187

Public official contact regarding indirect collection of information: Superintendent of Securities

 

 

 

 

Government of the Northwest Territories

Office of the Superintendent of Securities

P.O. Box 1320

Yellowknife, Northwest Territories X1A 2L9

Telephone: 867-767-9305

Facsimile: 867-873-0243

Public official contact regarding indirect collection of information: Superintendent of Securities

 

Nova Scotia Securities Commission

Suite 400, 5251 Duke Street Duke Tower

P.O. Box 458

Halifax, Nova Scotia B3J 2P8

Telephone: 902-424-7768

Facsimile: 902-424-4625

Public official contact regarding indirect collection of information: Executive Director

 

Government of Nunavut Department of Justice

Legal Registries Division

P.O. Box 1000, Station 570

1st Floor, Brown Building

Iqaluit, Nunavut X0A 0H0

Telephone: 867-975-6590

Facsimile: 867-975-6594

Public official contact regarding indirect collection of information: Superintendent of Securities

 

Ontario Securities Commission

20 Queen Street West, 22nd Floor

Toronto, Ontario M5H 3S8

Telephone: 416-593-8314

Toll free in Canada: 1-877-785-1555

Facsimile: 416-593-8122

Email: exemptmarketfilings@osc.gov.on.ca

Public official contact regarding indirect collection of information: Inquiries Officer

 

Prince Edward Island Securities Office

95 Rochford Street, 4th Floor Shaw Building

P.O. Box 2000

Charlottetown, Prince Edward Island C1A 7N8

Telephone: 902-368-4569

Facsimile: 902-368-5283

Public official contact regarding indirect collection of information: Superintendent of Securities

 

 

 

 

Autorité des marchés financiers    
800, rue du Square-Victoria, 22e étage    
C.P. 246, tour de la Bourse    
Montréal, Québec H4Z 1G3    
Telephone: 514-395-0337 or 1-877-525-0337    
Facsimile: 514-873-6155 (For filing purposes only)    
Facsimile: 514-864-6381 (For privacy requests only)    
Email: financementdessocietes@lautorite.qc.ca (For corporate finance issuers); fonds_dinvestissement@lautorite.qc.ca (For investment fund issuers)    
Public official contact regarding indirect collection of information: Corporate Secretary    
     
Financial and Consumer Affairs Authority of Saskatchewan    
Suite 601 - 1919 Saskatchewan Drive    
Regina, Saskatchewan S4P 4H2    
Telephone: 306-787-5842    
Facsimile: 306-787-5899    
Public official contact regarding indirect collection of information: Director    
     
Office of the Superintendent of Securities Government of Yukon    
Department of Community Services    
307 Black Street, 1st Floor    
P.O. Box 2703, C-6    
Whitehorse, Yukon Y1A 2C6    
Telephone: 867-667-5466    
Facsimile: 867-393-6251    
Email: securities@gov.yk.ca    
Public official contact regarding indirect collection of information: Superintendent of Securities    

 

 

 

 

EXHIBIT 99.83

 

 

 

Meta Growth Shareholders Overwhelmingly Approve Transformational Business Combination with High Tide to Create Canada’s Largest Cannabis Retailer

 

TORONTO, October 28, 2020 Meta Growth Corp. (TSXV: META) (“META” or the “Company”) and High Tide Inc. (CSE: HITI; OTCQB: HITIF; Frankfurt: 2LY) (“High Tide”) are pleased to announce that, at the special meeting of shareholders of META held yesterday (the “Meeting”), the shareholders of META voted in favour of a special resolution to approve the previously announced proposed business combination pursuant to which High Tide will acquire all of the issued and outstanding common shares of META (“META Shares”) by way of a plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement”), as further described in the joint news release issued by META and High Tide on August 21, 2020. The Arrangement required approval by 66 ⅔% of the votes cast by META shareholders present in person or represented by proxy at the Meeting.

 

The Arrangement will create:

 

- Canada’s Largest Cannabis Retailer with $1481 million in Annualized Revenue

 

- Annual Cost and Operational Synergies of Approximately $8 million to $9 million

 

- A strong Balance Sheet to Support Growth

 

A total of 102,113,758 META Shares, representing approximately 43.1% of the outstanding META Shares, were represented in person or by proxy at the Meeting. Of the votes cast with respect to the Arrangement, an aggregate of 102,063,111 META Shares were voted in favour of the Arrangement, representing approximately 99.95% of the votes cast on the resolution approving the Arrangement.

 

It is expected that META will apply for a final order from the Court of Queen’s Bench of Alberta in respect of the Arrangement on October 28, 2020. Completion of the Arrangement remains subject to receipt of required regulatory and court approvals and other customary closing conditions, which are set out in the arrangement agreement between META and High Tide dated August 20, 2020, a copy of which can be found on the SEDAR profiles of META and High Tide at www.sedar.com. Assuming that the conditions to closing of the Arrangement are satisfied or waived, it is anticipated that the Arrangement will be completed on or before the end of November. Further information about the Arrangement is set forth in the materials prepared by META in respect of the Meeting, which were mailed to META shareholders and filed under META’s profile on SEDAR at www.sedar.com.

 

About META

 

META is a leader in secure, safe and responsible access to legal recreational cannabis in Canada. Through its Canada-wide network of Meta Cannabis Co.™, Meta Cannabis Supply Co™ and NewLeaf Cannabis™ recreational cannabis retail stores, META enables the public to gain knowledgeable access to Canada’s network of authorized Licensed Producers of cannabis. META is listed on the TSX Venture Exchange (“TSXV”) under the symbol (TSXV: META).

 

 

1 Annualized based on META and HITI’s most recent publicly reported quarters

 

 

 

 

About High Tide

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of cannabis lifestyle accessories. Its premier Canadian retail brand Canna Cabana spans 34 locations in Ontario, Alberta and Saskatchewan, with additional locations under development across Canada. High Tide has been serving cannabis consumers for over a decade through its numerous lifestyle accessory enterprises including eCommerce platforms Grasscity.com and CBDcity.com, lifestyle and licensed entertainment brand manufacturer Famous Brandz, and its wholesale distribution divisions RGR Canada Inc. and Valiant Distribution.

 

High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Forward Looking Statements

 

Neither the Canadian Securities Exchange (“CSE”) nor its Market Regulator (as that term is defined in the policies of the CSE), accepts responsibility for the adequacy or accuracy of this release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to anticipated revenue, operational and annual cost synergies of approximately $8 million to $9 million, receipt of regulatory and court approvals, the completion of any capital project or expansions, the anticipated timing for closing of the Arrangement and the satisfaction of closing conditions of the Arrangement, including, without limitation, obtaining applicable regulatory approvals and a final order from the Court of Queens Bench of Alberta. In particular, there can be no assurance that the Transaction will be completed. Forward looking statements are based on certain assumptions regarding High Tide and META, including expected growth, results of operations, performance, industry trends and growth opportunities. While High Tide and META consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the retail cannabis markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industries generally; income tax and regulatory matters; the ability of High Tide and META to implement their business strategies; competition; crop failure/conditions; currency and interest rate fluctuations and other risks.

 

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

 

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. High Tide and META disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

Meta Growth

Mark Goliger, Chief Executive Officer

Meta Growth

Tel: 647-689-6382

corporate@metagrowth.com

 

High Tide

Jess Moran

Tel: 519-494-5379

IR@hightideinc.com

 

 

 

 

EXHIBIT 99.84

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

 

High Tide Unites Wholesale Businesses Under Valiant Distribution and Appoints Vahan Ajamian as Vice President, Capital Markets

 

Calgary, AB, November 3, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (FRA:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of cannabis lifestyle accessories, is pleased to announce that, effective November 1, 2020, the Company has combined its wholesale businesses, RGR Canada and Famous Brandz, under the Valiant Distribution (“Valiant”) brand in Canada and the United States. Valiant will continue developing licensed accessories in collaboration with celebrity and studio brands under the Famous Brandz banner while also delivering the Company’s best-selling proprietary brands to market.

 

The development of the Valiant brand and streamlining of High Tide’s wholesale segment began last year, subsequent to the Company establishing a warehouse in Las Vegas, Nevada for the distribution of cannabis accessories. “Uniting these businesses is the next step in High Tide’s strategy for expanding the wholesale footprint of our brands internationally. By streamlining our wholesale channel, we can leverage our supply chain to maximize relationships with vendors and our network of retail partners across Canada, the United States and Europe,” said Raj Grover, President & CEO of High Tide. “Valiant is well positioned in Nevada to continue expanding across the United States and we also expect to begin serving wholesale accounts through High Tide’s Amsterdam-based warehouse in the near term,” added Mr. Grover.

 

Representing the wholesale core of High Tide’s business since 2013, RGR Canada has grown to become a high-quality and innovative designer and distributor of proprietary cannabis accessories featuring best-selling brands like Dopezilla, Famous Design, Puff Puff Pass and Vodka Glass. Founded in 2016, Famous Brandz is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including but not limited to Snoop Dogg, Paramount Pictures, Lions Gate, and Guns N’ Roses. RGR Canada’s and Famous Brandz’ products will continue to be sold to wholesalers and retailers around the world by Valiant.

 

Separately, the Company is pleased to appoint Vahan Ajamian to the position of Vice President, Capital Markets. Mr. Ajamian joins High Tide after nearly 20 years of financial experience featuring five years of industry experience as one of the first analysts to cover the sector for Beacon Securities. His expert opinions have been frequently quoted by media outlets like CBC, Marijuana Business Daily and BNNBloomberg. Vahan was also named one of the “Rising Stars” in the cannabis investment community by Business Insider for his equity research and analysis. “I am extremely pleased to welcome Vahan to our team, solidifying our capital markets strategy and reach through his wealth of experience in the sector. Vahan’s appointment will strengthen communication with the investor community as we continue to expand internationally,” said Mr. Grover.

 

 

 

 

“Over the last decade High Tide has demonstrated the ability to execute on its goals, positioning itself as a leader in the cannabis industry. I am very excited to join the leadership team as we continue to set and achieve new milestones,” added Mr. Ajamian.

 

About High Tide

 

High Tide is a retail-focused cannabis corporation enhanced by the manufacturing and distribution of cannabis lifestyle accessories. Its premier Canadian retail brand Canna Cabana spans 34 locations in Ontario, Alberta, and Saskatchewan, with additional locations under development across Canada. High Tide has been serving cannabis consumers for over a decade through its numerous lifestyle accessory enterprises including e-commerce platforms Grasscity.com and CBDcity.com, lifestyle and licensed entertainment brand manufacturer Famous Brandz, and its distribution divisions RGR Canada and Valiant Distribution.

 

High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX: APHA) (NYSE: APHA) and Aurora Cannabis Inc. (NYSE: ACB) (TSX: ACB). 

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com. 

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations, or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

For further information, please contact Raj Grover, President & Chief Executive Officer of High Tide Inc.; Tel: (403) 770-9435; Email: Raj@HighTideInc.com; Web: www.HighTideInc.com.

 

 

 

 

EXHIBIT 99.85

 

THIS FIRST SUPPLEMENTAL WARRANT INDENTURE is made as of the 16th day of November, 2020

 

BETWEEN:

 

META GROWTH CORP., a corporation incorporated under the laws of Alberta (the “META”)

 

AND:

 

TSX TRUST COMPANY, a trust company existing under the laws of Canada and authorized to carry on business in all of the Provinces of Canada (the “Warrant Agent”)

 

AND:

 

HIGH TIDE INC., a corporation incorporated under the laws of Alberta (“High Tide”)

 

WHEREAS:

 

A. META (formerly National Access Cannabis Corp.) and the Warrant Agent executed a warrant indenture (the “Warrant Indenture”) dated as of February 6, 2020 providing for the issue of up to 52,272,790 Warrants (as defined in the Warrant Indenture);

 

B. META and High Tide have entered into an arrangement agreement dated August 20, 2020 pursuant to which High Tide will acquire all of the issued and outstanding common shares of META by way of a statutory plan of arrangement (the “Arrangement”);

 

C. in connection with the Arrangement, shareholders of META received 0.824 of a common share of High Tide (each whole common share, a “High Tide Share”) for each common share of META held;

 

D. following the entering into of the Warrant Indenture, the Warrants traded on the TSX Venture Exchange (the “TSXV”) under the symbol “META.W”;

 

E. subsequent to the effective time of the Arrangement (the “Effective Time”), the Warrants will commence trading on the TSXV under the symbol “HITI.WT”;

 

F. pursuant to the terms of the Arrangement, the Warrants shall be valid and binding obligations of High Tide and, upon exercise of the Warrants, a Warrantholder shall be entitled to receive, and shall accept in lieu of the existing common shares of META to which a Warrantholder was theretofore otherwise entitled upon such exercise, 0.824 of a High Tide Share;

 

G. the provisions of the Warrant Indenture (and in particular, Sections 4.1(d) and 8.1 thereof) provide for the creation of indentures supplemental to the Warrant Indenture for the purposes of setting forth any adjustments resulting from an arrangement of META with any other body corporate;

 

H. pursuant to directors’ resolutions dated September 22, 2020, the directors of META approved and duly authorized the execution and delivery of this First Supplemental Indenture and all things necessary to make this First Supplemental Indenture a valid and binding agreement of META, in accordance with its terms;

 

 

 

I. pursuant to directors’ resolutions dated November 14, 2020, the directors of High Tide approved and duly authorized the execution and delivery of this First Supplement Indenture and all things necessary to make this First Supplemental Indenture a valid and binding agreement of META, in accordance with its terms;

 

J. the foregoing recitals are made as a statement of fact by META and High Tide and not by the Warrant Agent; and

 

K. the Warrant Agent is authorized and directed to enter into this First Supplemental Indenture and to hold all rights, interests and benefits contained herein for and on behalf of those persons who are holders of Warrants issued pursuant to the Warrant Indenture as modified by this First Supplemental Indenture from time to time.

 

NOW THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which is hereby acknowledged, and the parties hereto agree as follows:

 

Article 1
INTERPRETATION

 

1.1 To be Read with the Warrant Indenture

 

(a) This First Supplemental Indenture is supplemental to the Warrant Indenture and the Warrant Indenture will henceforth be read in conjunction with this First Supplemental Indenture and all the provisions of the Warrant Indenture, except only insofar as the same may be inconsistent with the express provisions hereof, will apply and have the same effect as if all the provisions of the Warrant Indenture and of this First Supplemental Indenture were contained in one instrument and the expressions used herein will have the same meaning as is ascribed to the corresponding expressions in the Warrant Indenture.

 

(b) On and after the date hereof, each reference to the Warrant Indenture, as amended by this First Supplemental Indenture, “this indenture”, “herein”, “hereby”, and similar references, and each reference to the Warrant Indenture in any other agreement, certificate, document or instrument relating thereto, will mean and refer to the Warrant Indenture as amended hereby. Except as specifically amended by this First Supplemental Indenture, all other terms and conditions of the Warrant Indenture will remain in full force and unchanged.

 

Article 2
AMENDMENTS TO THE WARRANT INDENTURE

 

2.1 Obligations of High Tide to issue High Tide Shares

 

(a) High Tide hereby assumes the due and punctual performance and observance of each and every covenant and condition of the Warrant Indenture to be performed and observed by META (including, without limitation, the issuance of High Tide Shares upon exercise of the Warrants instead of common shares of META), and High Tide shall succeed to, and be substituted for, and may exercise every right and power of META under the Warrant Indenture, as supplemented by this First Supplemental Indenture, with the same effect as if High Tide had been named as the “Corporation” (previously META) under the Warrant Indenture and High Tide shall comply with the provisions of the Warrant Indenture as supplemented by this First Supplemental Indenture as if High Tide were expressly referred to in the provisions thereof in replacement of references to the “Corporation”, mutatis mutandis, and except for the obligations that META continues to have as set forth in this First Supplemental Indenture, META shall be relieved of all obligations and covenants under the Warrant Indenture and the Warrants.

 

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(b) For clarity, where the Warrant Indenture refers to an obligation of the “Corporation” to issue or deliver “Common Shares” or “Warrant Shares”, the provisions of the Warrant Indenture shall be read to reflect that such obligation shall instead be an obligation of High Tide to issue or deliver High Tide Shares, mutatis mutandis and High Tide hereby acknowledges and agrees that, from and after the Effective Time, each Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire 0.824 of one High Tide Share (each whole High Tide Share to be received upon exercise of Warrants referred to in the Warrant Indenture as a “Warrant Share”) upon payment of the Exercise Price, provided that the number of High Tide Shares to be issued to any Warrantholder pursuant to any exercise of Warrant(s) shall be rounded up to the next greater whole number of High Tide Shares, as applicable, if the fractional entitlement is equal to or greater than 0.5 and shall, without any additional compensation, be rounded down to the next lesser whole number of High Tide Shares if the fractional entitlement is less than 0.5.

 

(c) The Warrants issued and outstanding as of the date of this First Supplemental Indenture shall be deemed to include the amendments as set out in this First Supplemental Indenture, without any further action of the Warrantholders or surrender or exchange of their Certificated Warrants.

 

2.2 Specific Amendments

 

In addition to, and notwithstanding the generality of Section 2.1 hereof, the following specific amendments are made to the following provisions of the Warrant Indenture on and from the Effective Time:

 

(a) All references to the “Corporation” in the Warrant Indenture will mean and refer to High Tide.

 

(b) The second recital in the Warrant Indenture is hereby deleted in its entirety and replaced with:

 

AND WHEREAS pursuant to this Indenture, each Warrant shall, subject to adjustment, entitle the holder thereof to acquire 0.824 of a Warrant Share (as defined herein) upon payment of the Exercise Price (as defined herein) prior to the Expiry Time (as defined herein) upon the terms and conditions herein set forth;

 

(c) The definition of “Warrant” in Section 1.1 of the Warrant Indenture is hereby deleted in its entirety and replaced with:

 

“Warrants” means the common share purchase warrants created by and authorized by and issuable under this Indenture, to be issued and Authenticated hereunder as a Certificated Warrant and/or Uncertificated Warrant, entitling the holder thereof to purchase 0.824 of a Warrant Share (subject to adjustment as herein provided) per Warrant at the Exercise Price prior to the Expiry Time;

 

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(d) Section 2.2(1) of the Warrant Indenture is hereby deleted in its entirety and replaced with:

 

Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with Article 4, each Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire 0.824 of a Warrant Share upon payment of the Exercise Price.

 

(e) Section 2.6(1)(b) of the Warrant Indenture is hereby deleted in its entirety and replaced with:

 

(b)       shall be identified by the CUSIP/ISIN: 42981E120 /CA42981E1209;

 

(f) Section 2.8(1) of the Warrant Indenture is hereby deleted in its entirety and replaced with:

 

Certificates representing Warrants originally issued to a U.S. Warrantholder, and, if applicable, any certificates representing the Warrant Shares issuable upon exercise thereof, and any certificates issued in replacement thereof or in substitution therefor, shall, until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, bear a legend in substantially the following form:

 

“THE SECURITIES REPRESENTED HEREBY [if for Warrants shall also include: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF HIGH TIDE INC. (THE “CORPORATION”) THAT THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER U.S. SECURITIES LAWS AND ANY APPLICABLE STATE SECURITIES LAWS, AND PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (D) ABOVE, THE HOLDER OF THE SECURITIES HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE U.S. STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON A STOCK EXCHANGE IN CANADA.”

 

Provided that, if any such Warrants and any such Warrant Shares issued on exercise of such Warrants are being sold outside the United States in accordance with Rule 904 of Regulation S, if available, and in compliance with applicable local securities laws and regulations, the legend set forth above may be removed by providing a declaration to the Corporation and its registrar and transfer agent for such securities to the effect set forth in Schedule “B” hereto together with such documentation as the

 

4

 

 

Corporation may reasonably request; provided, further, that, if any such securities are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, or with the prior written consent of the Corporation pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws, the legend may be removed by delivery to the Corporation and to the transfer agent for the securities of an opinion of counsel of recognized standing, satisfactory in form and substance to the Corporation, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

 

(g) Section 3.1 of the Warrant Indenture is hereby deleted in its entirety and replaced with:

 

Subject to the provisions hereof, each Warrantholder may exercise the right conferred on such holder to subscribe for and purchase 0.824 of a Warrant Share for each whole Warrant after the Issue Date and prior to the Expiry Time and in accordance with the conditions herein; provided, however, that if a Warrant Certificate tendered for exercise bears the legend set forth in Section 2.8(1), such exercise must be permitted under applicable U.S. Securities Laws.

 

(h) Section 3.7(2) of the Warrant Indenture is hereby deleted in its entirety and replaced with:

 

Notwithstanding anything herein contained including any adjustment provided for in Article 4, the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Warrant Shares. Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Shares. The number of Warrant Shares to be issued to any Warrantholder pursuant to any exercise of Warrant(s) shall be rounded up to the next greater whole number of Warrant Shares, as applicable, if the fractional entitlement is equal to or greater than 0.5 and shall, without any additional compensation, be rounded down to the next lesser whole number of Warrant Shares if the fractional entitlement is less than 0.5

 

(i) Section 10.1(1) of the Warrant Indenture is hereby deleted in its entirety and replaced with:

 

Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Warrant Agent shall be deemed to be validly given if delivered, sent by registered letter, postage prepaid, emailed or faxed:

 

(a)          If to the Corporation:

 

High Tide Inc.

Unit 112, 11127 - 15 Street N.E.

Calgary, Alberta T3K 2M4

 

Attention: Raj Grover

Email: raj@hightideinc.com

 

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with a copy to:

 

Garfinkle Biderman LLP

Dynamic Funds Tower

1 Adelaide Street East, Suite 801

Toronto, Ontario M5C 2V9

 

Attention: Shimmy Posen

Email: sposen@garfinkle.com

 

(b)           If to the Warrant Agent:

 

TSX TRUST COMPANY

301 – 100 Adelaide Street West

Toronto, Ontario M5H 4H1

 

Attention: Vice President, Corporate Trust

Email: tmxestaff-corporatetrust@tmx.com

Facsimile: (416) 361-0470

 

and any such notice delivered in accordance with the foregoing shall be deemed to have been received and given on the date of delivery or, if mailed, on the fifth Business Day following the date of mailing such notice or, if faxed, emailed or transmitted by other electronic means, on the next Business Day following the date of transmission.

 

(j) Schedule “A” of the Warrant Indenture is hereby deleted in its entirety and replaced with Schedule “A” hereto.

 

(k) Schedule “B” of the Warrant Indenture is hereby deleted in its entirety and replaced with Schedule “B” hereto.

 

Article 3
MISCELLANEOUS

 

3.1 Confirmation of Warrant Indenture

 

The Warrant Indenture is and continues to be in full force and effect, unamended, except as provided herein, and META and High Tide hereby confirm the Warrant Indenture in all other respects.

 

3.2 Effective Time

 

This First Supplemental Indenture shall become effective as of the Effective Time, and shall continue in full force and effect until terminated in accordance with the terms of the Warrant Indenture;

 

3.3 Sunset

 

The parties hereto hereby expressly agree that this First Supplemental Indenture shall expire and be deemed null and void ab initio upon any termination of the Arrangement in accordance with the terms of the arrangement agreement dated August 20, 2020, between META and High Tide.

 

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3.4 Governing Law

 

This First Supplemental Indenture shall be construed in accordance with the laws of the Province of Alberta and the federal laws applicable therein. Each of the parties hereto, which shall include the Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Alberta with respect to all matters arising out of this First Supplemental Indenture and the transactions contemplated herein.

 

3.5 Counterparts

 

This First Supplemental Indenture may be simultaneously executed in several counterparts, and by facsimile or other electronic reproduction, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the date set out at the top of the first page of this First Supplemental Indenture.

 

[Remainder of page intentionally left blank – signature page follows]

 

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IN WITNESS WHEREOF the parties hereto have executed this First Supplemental Indenture under the hands of their proper officers in that behalf as of the date first written above.

 

  META GROWTH CORP.
     
  By:    
    Name:
    Title:
     
  TSX TRUST COMPANY
     
  By:    
    Name:
    Title:
     
  By:    
    Name:
    Title:
     
  HIGH TIDE INC.
     
  By:    
    Name:
    Title:

 

8

 

 

SCHEDULE “A”
FORM OF WARRANT

 

[For Warrants issued to U.S. Warrantholders, include the following legend:]

 

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF HIGH TIDE INC. (THE “CORPORATION”) THAT THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER U.S. SECURITIES LAWS AND ANY APPLICABLE STATE SECURITIES LAWS, AND PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (D) ABOVE, THE HOLDER OF THE SECURITIES HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE U.S. STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON A STOCK EXCHANGE IN CANADA.

 

WARRANT

 

To acquire common shares of

 

HIGH TIDE INC.

 

(a company existing under the laws of the Province of Alberta)

 

Warrant Certificate for 
Certificate No. Warrants, each entitling the holder to acquire 0.824 of a Warrant Share (as defined below) (subject to adjustment as provided for in the Warrant Indenture (as defined below))
   
  CUSIP: 42981E120
  ISIN CA: CA42981E1209

 

THIS IS TO CERTIFY THAT, for value received,

 

 

 

(the “Warrantholder”) is the registered holder of the number of common share purchase warrants (the “Warrants”) of High Tide Inc. (the “Corporation”) specified above, and is thereby entitled, to be issued (subject to adjustment) 0.824 of a common share in the capital of the Corporation (each whole common share, a “Warrant Share”) for each Warrant by surrendering to TSX Trust Company (the “Warrant Agent”), at its principal offices in the Cities of Calgary, Alberta or Toronto, Ontario during the exercise period referred to below, this warrant certificate (the “Warrant Certificate”), together with an exercise form attached to this Warrant Certificate duly completed and executed and payment (subject to adjustment) of CDN $0.29 per 0.824 of a Warrant Share (the “Exercise Price”), by certified cheque, bank draft or money order payable to or to the order of the Corporation. The holder of this Warrant Certificate may purchase less than the number of Warrant Shares which he is entitled to purchase on the exercise of the Warrants represented by this Warrant Certificate, in which event a new Warrant Certificate representing the Warrants not then exercised will be issued to the holder.

 

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Each Warrant will entitle the holder thereof to purchase 0.824 of a Warrant Share at any time prior to 5:00 p.m. (Toronto Time) (the “Expiry Time”) on or before February 6, 2023 (the “Expiry Date”). The Warrants evidenced hereby are exercisable at or before the Expiry Time, after which time the Warrants evidenced hereby shall be deemed to be void and of no further force or effect.

 

The surrender of this Warrant Certificate, the duly completed Exercise Form and payment as provided above will be deemed to have been effected only on personal delivery thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Warrant Agent at its principal offices as set out above.

 

This Warrant Certificate evidences Warrants of the Corporation issued or issuable under the provisions of a warrant indenture dated February 6, 2020, between META Growth Corp. (previously National Access Cannabis Corp.) and the Warrant Agent, as warrant agent, as supplemented by a first supplemental warrant indenture dated November 16, 2020, between the Corporation, META Growth Corp. and the Warrant Agent, and all other instruments supplemental or ancillary thereto (collectively, herein referred to as the “Warrant Indenture”). Reference is hereby made to the Warrant Indenture for particulars of the rights of the holders of the Warrants and of the Corporation and of the Warrant Agent in respect thereof and of the terms and conditions upon which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder, by acceptance hereof, assents. The Corporation will furnish to the holder on request and without charge, a copy of the Warrant Indenture. In the event of a conflict between the terms and conditions of this Warrant Certificate and the Warrant Indenture, the provisions of the Warrant Indenture shall govern. Unless otherwise defined herein, capitalized terms will have the meanings set forth in the Warrant Indenture.

 

These Warrants and the Warrant Shares issuable upon exercise hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. These Warrants may not be exercised by or on behalf of a U.S. person or a person in the United States unless the Warrants and the Warrant Shares have been registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available. Certificates representing Warrant Shares issued in the United States or to U.S. Persons will bear a legend restricting the transfer and exercise of such securities under applicable United States federal and state securities laws. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

 

Certificates for the Warrant Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Warrant Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Warrants not then exercised. No fractional Warrant Shares will be issued upon exercise of any Warrant and no compensation will be paid in lieu thereof.

 

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On presentation at the principal offices of the Warrant Agent as set out above, subject to the provisions of the Warrant Indenture and on compliance with the reasonable requirements of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates reflecting in the aggregate the same number of Warrants as the Warrant Certificate(s) so exchanged.

 

The Warrant Indenture contains provisions for the adjustment of the Exercise Price payable for each Warrant Share upon the exercise of Warrants and the number of Warrant Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein.

 

The Warrant Indenture also contains provisions making binding on all holders of Warrants outstanding thereunder resolutions passed at meetings of holders of Warrants held in accordance with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders of Warrants holding a specific majority of the all then outstanding Warrants.

 

Nothing contained in this Warrant Certificate, the Warrant Indenture or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as a holder of Warrant Shares or any other right or interest except as herein and in the Warrant Indenture expressly provided. In the event of any discrepancy between anything contained in this Warrant Certificate and the terms and conditions of the Warrant Indenture, the terms and conditions of the Warrant Indenture shall govern.

 

Warrants may only be transferred in compliance with the conditions of the Warrant Indenture on the register to be kept by the Warrant Agent, or such other registrar as the Corporation, with the approval of the Warrant Agent, may appoint at such other place or places, if any, as may be designated, upon surrender of this Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument of transfer in form and execution satisfactory to the Warrant Agent or other registrar and upon compliance with the conditions prescribed in the Warrant Indenture and with such reasonable requirements as the Warrant Agent or other registrar may prescribe and upon the transfer being duly noted thereon by the Warrant Agent or other registrar. Time is of the essence hereof.

 

The Warrants and the Warrant Indenture shall be governed by and performed, construed and enforced in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein and shall be treated in all respects as Alberta contracts.

 

This Warrant Certificate will not be valid for any purpose until it has been countersigned by or on behalf of the Warrant Agent from time to time under the Warrant Indenture.

 

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be duly executed as of the ____ day of _________________, 20___.

 

  HIGH TIDE INC.
     
  By:    
    Authorized Signatory

 

Countersigned and Registered by:

 

TSX TRUST COMPANY  
   
By:    
  Authorized Signatory  
Date:     

 

12

 

 

FORM OF TRANSFER

 

ANY TRANSFER OF WARRANTS WILL REQUIRE COMPLIANCE WITH APPLICABLE SECURITIES LEGISLATION. TRANSFERORS AND TRANSFEREES ARE URGED TO CONTACT LEGAL COUNSEL BEFORE EFFECTING ANY SUCH TRANSFER.

 

TO: TSX TRUST COMPANY
  301 – 100 Adelaide St W
  Toronto, Ontario M5H 4H1

 

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to   
 
 

(print name and address) the Warrants of HIGH TIDE INC. (the “Corporation”) represented by this Warrant Certificate and hereby irrevocable constitutes and appoints                                                           as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent.

 

THE UNDERSIGNED TRANSFEROR HEREBY CERTIFIES AND DECLARES that the Warrants are not being offered, sold or transferred to, or for the account or benefit of, a “U.S. person” or a person within the “United States” (as such terms are defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)) unless registered under the U.S. Securities Act and any applicable state securities laws or unless an exemption from such registration is available.

 

DATED this             day of, 20__.

 

SPACE FOR GUARANTEES OF   )    
SIGNATURES (BELOW)   )    
    )    
    )    
    )    
    )   Signature of Transferor
    )    
    )    
Guarantor’s Signature/Stamp   )   Name of Transferor
    )    
    )    

 

Warrants shall only be transferable in accordance with the Warrant Indenture and all applicable laws. Without limiting the foregoing, if the Warrant Certificate bears a legend restricting the transfer of the Warrants except pursuant to an exemption from registration under the U.S. Securities Act, this Form of Transfer must be accompanied by a Form of Declaration for Removal of Legend in the form attached as Schedule “B” to the Warrant Indenture (or such other form as the Corporation may prescribe from time to time), or a written opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation to the effect that the transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws.

 

13

 

 

In the case of a Warrant Certificate that does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of, a U.S. Person or a person in the United States, the transferor hereby represents, warrants and certifies that the transfer of the Warrants is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws, in which case the transferor has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation to such effect.

 

If transfer is to, or for the account or benefit of, a U.S. Person or a person in the United States, check this box.

 

In the event of the transfer of the Warrants represented by this Warrant Certificate to a Warrantholder or to, or for the account or benefit of, a U.S. Person or a person in the United States, the Transferor acknowledges and agrees that the Warrant Certificate(s) representing such Warrants issued in the name of the transferee will be endorsed with the legend required by Section Error! Reference source not found. of the Warrant Indenture.

 

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

 

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

 

Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

 

Canada: A Signature Guarantee obtained from the Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a “Signature Guarantee” Stamp) obtained from an authorized officer of a major Canadian Schedule 1 chartered bank.

 

Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

 

14

 

 

WARRANT EXERCISE FORM

 

TO: HIGH TIDE INC. (the “Corporation”)
   
AND TO: TSX TRUST COMPANY (the “Warrant Agent”)
  301 – 100 Adelaide St W
  Toronto, Ontario M5H 4H1

 

The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire _______________ common shares of the Corporation (“Warrant Shares”) (which number of Warrant Shares is equal to (A) below (being the number of Warrants exercised by the undersigned holder) multiplied by 0.824, subject to adjustment):

 

Number of Warrants exercised:                                                                                                                        (A)

 

Exercise Price Payable:                                                                                                                                                     

((A) multiplied by $0.29, subject to adjustment)

 

The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Warrant Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture.

 

The undersigned hereby represents, warrants and certifies as follows (one (only) of the following must be checked):

 

A. The undersigned holder at the time of exercise of the Warrants (a) is not in the United States; (b) is not a U.S. person and is not exercising the Warrants on behalf of, or for the account or benefit of, a U.S. person or a person in the United States; and (c) represents and warrants that the exercise of the Warrants and the acquisition of the Warrant Shares upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)); OR

 

B. The undersigned (i) is an original U.S. purchaser who purchased the Warrants directly from the Corporation pursuant to Rule 144A under the U.S. Securities Act, (ii) is a “qualified institutional buyer” as defined in rule 144A under the U.S. Securities Act and an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act, and (iii) and confirms, as of the date hereof, each of the representations, warranties, certifications and agreements made by it in connection with its acquisition of such Warrants as though such representations, warranties, certifications and agreements were made as of the date hereof in respect of the acquisition of the Warrant Shares issuable upon exercise of the Warrants; OR

 

C. The undersigned holder has delivered to the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation to the effect that the exercise of the Warrants and the issuance of the Warrant Shares upon exercise thereof does not require registration under the U.S. Securities Act or any applicable state securities laws.

 

The undersigned holder understands that unless Box A above is checked, the certificate representing the Warrant Shares will be issued in definitive physical certificated form and bear a legend restricting transfer without registration under the U.S. Securities Act and applicable state securities laws unless an exemption from registration is available (in the form set out in the Warrant Indenture and the subscription documents).

 

15

 

 

U.S. person” and “United States” are as defined under Regulation S under the U.S. Securities Act.

 

The undersigned hereby irrevocably directs that the said Warrant Shares be issued, registered and delivered as follows:

 

Name(s) in Full   Address(es)   Number of Warrant Shares
         
         
         
         
         

 

Please print full name in which certificates representing the Warrant Shares are to be issued. If any Warrant Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed.

 

Once completed and executed, this Exercise Form must be mailed or delivered to High Tide Inc. c/o TSX Trust Company (original copy).

 

DATED this ____day of _____, 20__.

 

    )    
    )    
    )    
    )    
Witness   )
)
)
)
  (Signature of Warrantholder, to be the same as it appears on the face of this Warrant Certificate. If an entity, the signatory represents that he or she has authority to bind such entity and duly execute this form.)
    )    
    )    
    )    
         
        Name of Warrantholder

 

Please check if the certificates representing the Warrant Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent.

 

16

 


 

SCHEDULE “B”
FORM OF DECLARATION FOR REMOVAL OF LEGEND

 

TO: HIGH TIDE INC. (the “Company”)

 

AND TO: TSX TRUST COMPANY, in its capacity as the Warrant Agent for the Warrants of the Company
   
AND TO: CAPITAL TRANSFER AGENCY, ULC, in its capacity as the Registrar and Transfer Agent for the Common Shares of the Company

 

The undersigned (A) acknowledges that the sale of ________________________________ (the “Securities”) of the Company, represented by certificate number _______________________, to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1) the undersigned is not (a) an “affiliate” of the Company (as that term is defined in Rule 405 under the U.S. Securities Act), except solely by virtue of being an officer or director of the Company, (b) a “distributor” or (c) an affiliate of a distributor; (2) the offer of such Securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or another “designated offshore securities market”, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any “directed selling efforts” in the United States in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the Securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) the seller does not intend to replace such securities with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Unless otherwise specified, terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

 

Dated                                                             20         .

 

  X          
 

Signature of individual (if Seller is an individual)

   
  X
 

Authorized signatory (if Seller is not an individual)

   
 

Name of Seller (please print)

   
 

Name of authorized signatory (please print)

   
 

Official capacity of authorized signatory (please print)

 

17

 

 

Affirmation by Seller’s Broker-Dealer

(Required for sales pursuant to Section (B)(2)(b) above)

 

We have read the foregoing representations of our customer, ____________________________________ (the “Seller”) with regard to the sale, for such Seller’s account, of ____________________________________ (the “Securities”) of the Company represented by certificate number ____________________________________. We have executed sales of the Securities pursuant to Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), on behalf of the Seller. In that connection, we hereby represent to you as follows:

 

(1) no offer to sell Securities was made to a person in the United States;

 

(2) the sale of the Securities was executed in, on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or another designated offshore securities market (as defined in Rule 902(b) of Regulation S under the U.S. Securities Act), and, to the best of our knowledge, the sale was not pre-arranged with a buyer in the United States;

 

(3) no “directed selling efforts” were made in the United States by the undersigned, any affiliate of the undersigned, or any person acting on behalf of the undersigned; and

 

(4) we have done no more than execute the order or orders to sell the Securities as agent for the Seller and will receive no more than the usual and customary broker’s commission that would be received by a person executing such transaction as agent.

 

For purposes of these representations: “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the undersigned; “directed selling efforts” means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Securities (including, but not be limited to, the solicitation of offers to purchase the Securities from persons in the United States); and “United States” means the United States of America, its territories or possessions, any State of the United States, and the District of Columbia.

 

Legal counsel to the Company shall be entitled to rely upon the representations, warranties and covenants contained herein to the same extent as if this affirmation had been addressed to them.

 

   
Name of Firm      
         
By:    
Authorized Officer      
         
Dated:   20    .

 

18

EXHIBIT 99.86

 

THIS FIRST SUPPLEMENTAL DEBENTURE INDENTURE is made as of the 16th day of November, 2020

 

BETWEEN:

 

META GROWTH CORP., a corporation incorporated under the laws of Alberta (“META”)

 

AND:

 

TSX TRUST COMPANY, a trust company existing under the laws of Canada and authorized to carry on business in all of the Provinces of Canada (the “Trustee”)

 

AND:

 

HIGH TIDE INC., a corporation incorporated under the laws of Alberta (“High Tide”)

 

WHEREAS:

 

A. META (formerly National Access Cannabis Corp.) and the Trustee executed a debenture indenture (the “Debenture Indenture”) dated as of November 23, 2018 providing for the issue of up to $44,275,000 principal amount of Debentures (as defined in the Debenture Indenture);

 

B. META and High Tide have entered into an arrangement agreement dated August 20, 2020 pursuant to which High Tide will acquire all of the issued and outstanding common shares of META (“META Shares”) by way of a statutory plan of arrangement (the “Arrangement”);

 

C. in connection with the Arrangement, shareholders of META will receive 0.824 of a common share of High Tide (each whole common share, a “High Tide Share”) for each META Share held;

 

D. following the entering into of the Debenture Indenture, the Debentures traded on the TSX Venture Exchange (the “TSXV”) under the symbol “META.DB”;

 

E. subsequent to the effective time of the Arrangement (the “Effective Time”), the Debentures will commence trading on the TSXV under the symbol “HITI.DB”;

 

F. pursuant to Section 13.15 of the Debenture Indenture, any actions which may be taken and all powers that may be exercised by the Debentureholders at a meeting of Debentureholders provided under the Debenture Indenture, may also be taken and exercised by the holders of 66 2/3% of the principal amount of all the outstanding Debentures by an instrument in writing signed in one or more counterparts and the expression “Extraordinary Resolution” when used in the Debenture Indenture includes an instrument so signed;

 

G. on August 19, 2020, Debentureholders owning or exercising control over more than 66 2/3% of the outstanding principal amount of the Debentures, executed a consent and waiver providing for a waiver of certain provisions of the Debenture Indenture in so far as the Arrangement constitutes a Change of Control thereunder and consenting to certain amendments to the Debenture Indenture, as more particularly described herein;

 

-1-

 

H. the provisions of the Debenture Indenture (and in particular Section 6.5(d) thereof) provide for the creation of indentures supplemental to the Debenture Indenture for the purposes of setting forth any adjustments resulting from a merger of META with any other Person;

 

I. High Tide has agreed to execute and deliver this First Supplemental Indenture to, among other things, evidence its agreement to deliver High Tide Shares in lieu of any META Shares that are required to be delivered pursuant to the Debenture Indenture upon conversion or redemption of any Debentures;

 

J. pursuant to directors’ resolutions dated September 22, 2020, the directors of META approved and duly authorized the execution and delivery of this First Supplemental Indenture and all things necessary to make this First Supplemental Indenture a valid and binding agreement of META, in accordance with its terms;

 

K. pursuant to directors’ resolutions dated November 13, 2020, the directors of High Tide approved and duly authorized the execution and delivery of this First Supplement Indenture and all things necessary to make this First Supplemental Indenture a valid and binding agreement of High Tide, in accordance with its terms;

 

L. the foregoing recitals are made as a statement of fact by META and High Tide and not by the Trustee; and

 

M. the Trustee is authorized and directed to enter into this First Supplemental Indenture and to hold all rights, interests and benefits contained herein for and on behalf of the Debentureholders pursuant to the Debenture Indenture, as modified by this First Supplemental Indenture from time to time.

 

NOW THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which is hereby acknowledged, and the parties hereto agree as follows:

 

Article 1
SUPPLEMENTAL INDENTURE

 

1.1 To Be Read With the Debenture Indenture

 

(a) This First Supplemental Indenture is supplemental to the Debenture Indenture, and the Indenture and the Debentures issued thereunder shall henceforth be read in conjunction with this First Supplemental Indenture. The Debenture Indenture, and this First Supplemental Indenture shall henceforth have effect, so far as practicable, as if all the provisions of the Debenture Indenture and this First Supplemental Indenture were contained in one instrument. Each certificate representing Debentures will, after the Effective Time, be deemed to be revised as necessary to reflect the amendments to the Debenture Indenture as set out in this First Supplemental Indenture.

 

(b) On and after the date hereof, each reference in the Debenture Indenture, as amended by this First Supplemental Indenture, to “this Indenture”, “this indenture”, “herein”, “hereby”, and similar references, and each reference to the Debenture Indenture in any other agreement, certificate, document or instrument relating thereto, will mean and refer to the Debenture Indenture as amended hereby. Except as specifically amended by this First Supplemental Indenture, all other terms and conditions of the Debenture Indenture will remain in full force and unchanged, it being acknowledged that META will continue to exist as a subsidiary of High Tide following the Effective Time and, except as specifically amended by this First Supplemental Indenture, will remain responsible for its obligations pursuant to the Debenture Indenture. For greater certainty, each of META, High Tide and the Trustee acknowledge and agree that this First Supplemental Indenture is not a novation of the Debenture Indenture (or the debt underlying the Debenture Indenture) nor a substitution of High Tide as debtor in place of META, and nothing herein will be read as any implication to the contrary.

 

-2-

 

Article 2
AMENDMENTS TO THE DEBENTURE INDENTURE

 

2.1 Exchange Basis

 

Each of META, High Tide and the Trustee acknowledge and agree that, as and from the date hereof, in accordance with the Debenture Indenture, any Debentureholder who becomes entitled to META Shares pursuant to the Debenture(s) will be entitled to receive, and will accept in lieu of each META Share to which such holder was theretofore entitled, 0.824 of a High Tide Share, subject to further adjustment as provided herein, and the Indenture.

 

2.2 Obligation of High Tide to issue High Tide Shares

 

(a) High Tide hereby agrees that it will issue and deliver High Tide Shares on behalf of META, in lieu of META Shares to which any Debentureholder(s) was theretofore entitled, on the basis set out in Section 2.1 of this First Supplemental Indenture, with the intent and to the extent that any and all such obligations of META in respect of the issuance and delivery of META Shares under the Debenture Indenture will be satisfied by the issuance or delivery by High Tide of High Tide Shares on behalf of META rather than by the issuance or delivery by META of META Shares.

 

(b) Where the Debenture Indenture refers to Common Shares or an obligation of the Corporation to issue or deliver Common Shares, the provisions of the Indenture will be read mutatis mutandis to reflect that High Tide will issue or deliver High Tide Shares and not META Shares and that references in the Debenture Indenture to the Common Shares will mean the High Tide Shares, references to the holders of Common Shares will refer to the holders of High Tide Shares, and references to the Corporation having an obligation to issue or deliver Common Shares will refer to High Tide having an obligation to issue or deliver High Tide Shares, as applicable.

 

(c) Any issuance or delivery of High Tide Shares by High Tide pursuant to this Section 2.2 will be treated, for the purposes of the Debenture Indenture, as if issued or delivered by META and will have the same effect under the Debenture Indenture as if made by META.

 

(d) META hereby agrees that in consideration for High Tide’s agreements to deliver High Tide Shares to Debentureholders who exercise their right to convert Debentures and to Debentureholders whose Debentures are redeemed on META’s behalf and High Tide’s related agreements pursuant to this First Supplemental Indenture, META will be legally obliged to pay to High Tide the amount or amounts equal to the principal amount of the Debentures satisfied at any time by High Tide’s issuance or delivery of High Tide Shares to Debentureholders, and High Tide agrees to accept such legal obligation of META in consideration and satisfaction of High Tide’s agreements under this First Supplemental Indenture. For greater certainty, META will, if and as so requested by High Tide, reflect its obligations to pay any and all such amount to High Tide in the form of a promissory note, in such form as is acceptable to High Tide.

 

-3-

 

2.3 Specific Amendments

 

In addition to, and notwithstanding the generality of Sections 2.1 and 2.2 hereof, the following specific amendments are made to the following provisions of the Debenture Indenture on and from the Effective Time:

 

(a) Section 1.1(k) of the Debenture Indenture is hereby deleted in its entirety and replaced with:

 

Auditors of the Corporation” means an independent firm of chartered accountants duly appointed as auditors of the Corporation or High Tide;

 

(b) Section 1.1(y) of the Debenture Indenture is hereby deleted in its entirety and replaced with:

 

Common Shares” means common shares in the capital of the High Tide (fully paid in the case of issued common shares), as such common shares are constituted on the date of execution and delivery of this Indenture; provided that in the event of a change or a subdivision, revision, reduction, combination or consolidation thereof, any reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding up, or such successive changes, subdivisions, redivisions, reductions, combinations, reclassifications, capital reorganizations, consolidations, amalgamations, arrangements, mergers, sales or conveyances or liquidations, dissolutions or windings up, then, subject to adjustments, if any, having been made in accordance with the provisions of Section 6.5, “Common Shares” shall mean the shares or other securities or property resulting from such change, subdivision, redivision, reduction, combination or consolidation, reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding up;

 

(c) The definition of “High Tide” set forth below is hereby added to Section 1.1(tttt) of the Debenture and provides as follows:

 

High Tide” means High Tide Inc. and includes any successor to or of High Tide Inc. which shall have complied with the provisions of Article 10;

 

(d) Section 2.4(b) of the Debenture Indenture is hereby deleted in its entirety and replaced with:
     
The Initial Debentures shall be dated as of the date of exercise or deemed exercise of the Special Warrant related thereto, and shall mature on November 30, 2022 (the “Maturity Date” for the Initial Debentures).
     
(e) Section 2.4(d) of the Debenture Indenture is hereby deleted in its entirety.

 

-4-

 

(f) Section 2.4(e) of the Debenture Indenture is hereby deleted in its entirety and replaced with:

 

Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to 5:00 p.m. (Toronto time) on the earliest of: (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; (ii) if called for repurchase pursuant to a Change of Control Purchase Offer, on the Business Day immediately preceding the Change of Control Purchase Date; (iii) if called for repurchase pursuant to the exercise by the Corporation of the 90% Redemption Right, on the Business Day immediately preceding the payment date; or (iv) if subject to compulsory acquisition as provided for in Article 12, on the Business Day immediately prior to the day on which such acquisition becomes effective, subject to the satisfaction of certain conditions, by notice to the holders of Initial Debentures in accordance with Sections 2.4(h) and 12.3, as applicable (the earliest of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion. To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. Notwithstanding the foregoing, no Initial Debentures may be converted on an Interest Payment Date or during the five Business Days preceding each Interest Payment Date.

 

The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $0.22 such that approximately 4,545.4546 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. No fractional Common Shares will be issued, and holders will receive a cash payment in satisfaction of any fractional interest based on the Current Market Price as of the Date of Conversion, provided, however, the Corporation shall not be required to make any payment of less than $1.00. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.5.

 

Subject to the following paragraph and Section 2.4(g), holders converting their Initial Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (less any taxes required to be deducted) in respect of the Initial Debentures surrendered for conversion up to and including the Date of Conversion from, and including, the most recent Interest Payment Date in accordance with Section 6.4(e).

 

Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five (5) preceding Business Days, the Person or Persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date.

 

-5-

 

A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Offer pursuant to the provisions of Section 2.4(h) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture or if the purchase price therefor is not paid in accordance with this Indenture.

 

(g) Section 3.2(a)(ii) of the Debenture Indenture is hereby deleted in its entirety and replaced with:

 

shall be identified by a specific CUSIP/ISIN as requested by the Corporation from CDS to identify each specific series of Debentures and the Initial Debentures shall be identified by the CUSIP/ISIN of 42981EAB0/ CA42981EAB08.

 

(h) Section 6.7 of the Debenture Indenture shall be deleted in its entirety.
     
(i) Section 7.14 of the Debenture Indenture is hereby deleted in its entirety and replaced with:
     
(a) High Tide represents and warrants, for as long as Debentures remain outstanding and to the extent that High Tide has cannabis-related activities or interests now or in the future, High Tide covenants and agrees that, in addition to any other covenant or obligation in this Indenture, it:

 

(i) will conduct its businesses in material compliance with all applicable laws and regulations of each jurisdiction in which it carries on business (including, but not limited to, all applicable federal, provincial, municipal and local Cannabis Legislation, and licensing laws, regulations and other lawful requirements of any governmental or regulatory body); and

 

(ii) hold all necessary licenses, registrations, qualifications and permits (including but not limited to its Cannabis Permits) in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted (except where not material to such business) and keep and maintain all such licences, registrations, qualifications and permits in good standing in all material respects and shall notify the Trustee of any breach of this requirement which has not been remedied or waived by the relevant Governmental Authority within thirty (30) days of High Tide obtaining knowledge thereof;

 

(b) High Tide shall cause the Corporation and each Material Subsidiary to comply with the provisions of this Section 7.14 as if the Corporation and such Material Subsidiary were expressly referred to in such provisions in replacement of references to High Tide, mutatis mutandis.

 

(j) a new Section 8.1(l) and a new Section 8.1(m) shall be added to the Debenture Indenture, which shall state as follows:
     
(l) if there is an Event of Default as such term is defined in and pursuant to the loan agreement dated as of January 6, 2020 between High Tide and Windsor Private Capital Limited Partnership (“Windsor Private Capital”), the general security agreement between High Tide and Windsor Private Capital dated as of January 17, 2020 or any security collateral to such security agreement, which is or may hereafter be granted by High Tide to Windsor Private Capital; or

 

-6-

 

(m) if High Tide shall fail to observe or perform any other agreement or condition relating to any indebtedness to any Person that in the aggregate principal amount then outstanding is in excess of $1,000,000 or contained in any instrument or agreement evidencing, securing, or relating thereto or any other event occurs or condition exists, the effect of which default or other condition is to cause, or to permit the holder of such indebtedness to cause, that indebtedness to become due before its stated maturity date.
     
(k) Section 14.1 of the Debenture Indenture is hereby deleted in its entirety and replaced with:

 

Any notice to High Tide or the Corporation under the provisions of this Indenture shall be valid and effective if given in writing and delivered personally, sent by registered letter, postage prepaid or sent via email to High Tide and/or the Corporation at: High Tide Inc., Unit 112, 11127 - 15 Street N.E., Calgary, Alberta, T3K 2M4, Attention: Raj Grover, Chief Executive Officer, and a copy delivered to Garfinkle Biderman LLP, Dynamic Funds Tower, 1 Adelaide Street East, Suite 801, Toronto, Ontario M5C 2V9, Attention: Shimmy Posen, or if given by registered letter, postage prepaid, to such offices and so addressed and if mailed, shall be deemed to have been effectively given three (3) days following the mailing thereof. The Corporation may from time to time notify the Trustee in writing of a change of address which thereafter, until changed by like notice, shall be the address of High Tide for all purposes of this Indenture.

 

(l) Section 15.23 of the Debenture Indenture is hereby deleted in its entirety and replaced with:

 

High Tide represents and warrants to and covenants with the Trustee that, so long as any Debentures remain outstanding hereunder:

 

(a) it will engage in cannabis-related activities in Canada only in accordance with the Cannabis Act (Canada) and all other applicable laws in Canada;
     
(b) it will engage in activities related to industrial hemp or cannabidiol derived therefrom only in accordance with applicable state and federal laws in the United States;
     
(c) it does not and will not invest or engage (directly or indirectly) in any business or activity that is focused on serving the non-medical or medical cannabis market internationally unless and until such time as the production and sale of non-medical and/or medical cannabis, as applicable, becomes legal under the applicable laws in the respective international jurisdiction;
     
(d) other than as described in Section (b), it does not and will not invest or engage (directly or indirectly) in any business or activity that is focused on serving the non-medical or medical cannabis market in the United States unless and until such time as the production and sale of non-medical and/or medical cannabis, as applicable, becomes legal under applicable state and federal laws in the United States;

 

-7-

 

(e) it does not and will not specifically target or derive (or reasonably expect to derive) revenues or funds from any of the prohibited activities described in Sections (c) and (d), unless and until such time that any such activities become legal under all applicable laws in the United States and/or internationally, as applicable;
     
(f) it will provide the Trustee with reasonable prior notice if it decides to engage in any of the activities described in Sections (c), (d) or (e); and
     
(g) the Trustee may, in its sole discretion, immediately terminate any contract for services between High Tide and the Trustee upon receipt of any information relating to High Tide’s cannabis-related business activities contrary to the representations, warranties and covenants of High Tide provided in Section 7.14 or this Section 15.23, or as otherwise permitted under any such contract for service.
     
(m) References to the “Corporation” in the following sections of the Debenture Indenture will mean and refer to High Tide:

 

2.14 (seventh reference only), 6.4(a), 6.5(a), 6.5(b), 6.5(c), 6.5(d), 6.5(e), 6.5(f), 6.5(g), 6.5(i), 6.5(k), 6.6 (first reference only), 6.8, 6.10, 6.11, 7.10, and 7.11.

 

(n) References to the “Corporation” in the following sections of the Debenture Indenture will mean and refer to both META and High Tide:

 

1.2(c) (lead-in language only), 1.2(c)(ii), 1.9, 6.5(j), 7.8, 7.11, 7.12, 8.5, 8.8, 11.1(a), 11.1(b), 11.1(c), and 11.1(d).

 

(o) Reference to the “Officer’s Certificate” in Section 6.10 of the Debenture Indenture will mean and refer to a certificate of High Tide signed by any one authorized officer of High Tide in his or her capacity as an officer of High Tide, and not in his or her personal capacity.

 

Article 3
MISCELLANEOUS

 

3.1 Confirmation of Debenture Indenture

 

The Debenture Indenture is and continues to be in full force and effect, unamended, except as provided herein, and META and High Tide hereby confirm the Debenture Indenture in all other respects.

 

3.2 Effective Time

 

This First Supplemental Indenture shall become effective as of the Effective Time, and shall continue in full force and effect until terminated in accordance with the terms of the Debenture Indenture.

 

3.3 Sunset

 

The parties hereto hereby expressly agree that this First Supplemental Indenture shall expire and be deemed null and void ab initio upon any termination of the Arrangement in accordance with the terms of the arrangement agreement dated August 20, 2020, between META and High Tide.

 

-8-

 

3.4 Governing Law

 

This First Supplemental Indenture shall be governed by and interpreted in accordance with the laws of the

 

Province of Alberta and the federal laws of Canada applicable therein and shall be treated in all respects as an Alberta contract. With respect to any suit, action or proceedings relating to this First Supplemental Indenture, High Tide, META, the Trustee and each holder irrevocably submit and attorn to the exclusive jurisdiction of the courts of the Province of Alberta.

 

3.5 Counterparts

 

This First Supplemental Indenture may be simultaneously executed in several counterparts, and by facsimile or other electronic reproduction, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the date set out at the top of the first page of this First Supplemental Indenture.

 

[Remainder of page intentionally left blank – signature page follows]

 

-9-

 

IN WITNESS WHEREOF the parties hereto have executed this First Supplemental Indenture under the hands of their proper officers in that behalf as of the date first written above.

 

  META GROWTH CORP.
     
  By:      
    Name:
    Title:
     
  TSX TRUST COMPANY
     
  By:  
    Name:
    Title:
     
  By:  
    Name:
    Title:
     
  HIGH TIDE INC.
     
  By:  
    Name:
    Title:

 

-10-

EXHIBIT 99.87

 

   

 

High Tide and Meta Growth Receive Final Listing Approval

 

CALGARY, Alberta and TORONTO, Ontario, November 17, 2020 - High Tide Inc. (CSE:HITI) (OTCQB: HITIF) (Frankfurt: 2LY) (“High Tide” or the “Company”) and Meta Growth Corp. (TSXV:META) (“META”) are pleased to announce that, further to their joint press releases dated August 21, 2020 and October 28, 2020 relating to the arrangement agreement entered into between High Tide and META on August 20, 2020, pursuant to which High Tide has agreed to acquire all of the issued and outstanding common shares of META by way of a plan of arrangement under the provisions of the Business Corporations Act (Alberta) (the “Transaction”), the TSX Venture Exchange (“TSXV”) has granted the Company final approval for the listing of (i) 436,153,806 of the Company’s common shares, (ii) 40,076,412 warrants, each exercisable for one common share of the Company at a price of $0.35 per share until February 6, 2023, and (iii) $21,150,000 in secured convertible debentures of META, which are convertible into common shares of the Company at a price of $0.22 per share until November 30, 2022 and bear interest at a rate of 8% per annum.

 

It is anticipated that the Transaction will close on or about November 18, 2020. Further, High Tide is expected to be listed for trading on the TSXV as a Tier 2 Industrial Issuer and the securities of META are expected to be delisted from the TSXV as of November 19, 2020.

 

Further information about closing of the Transaction is available on the SEDAR profiles of High Tide and META on SEDAR at www.sedar.com. High Tide and META will provide a further update once the Transaction has closed.

 

Other Transactions

 

The Company issued an aggregate of 1,176,470 common shares of High Tide (“Interest Shares”) to certain holders of unsecured convertible debentures of the Company, in satisfaction of the annual amount of interest due to the holders. The calculation of the number of Interest Shares issued was based on the volume weighted average trading price of the common shares of High Tide during the 10 trading days ending November 14, 2020. The Interest Shares are subject to a statutory hold period of four months plus one day from the date of issuance.

 

Separately, the Company also recently authorized the issuance of 529,412 common shares in aggregate to certain members of senior management of the Company, assessed as a bonus at the discretion of the Board of Directors and awarded based on their performance over the past year. Lastly, the Company authorized the issuance of 775,476 common shares in aggregate to the independent members of the Board of Directors as compensation for their services over the past year. The Company anticipates that the issuance of these shares will take place on or about November 20, 2020. All of these common shares are subject to a statutory hold period of four months plus one day from the date of issuance.

 

Furthermore, the Company has also agreed with certain directors, officers, consultants and employees of the Company to cancel an aggregate of 7,100,000 stock options.

 

Each of the transactions set forth above is subject to the prior approval of the TSXV.

 

About High Tide

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of cannabis lifestyle accessories. Its premier Canadian retail brand Canna Cabana spans 34 locations in Ontario, Alberta and Saskatchewan, with additional locations under development across Canada. High Tide has been serving cannabis consumers for over a decade through its numerous lifestyle accessory enterprises including eCommerce platforms Grasscity.com and CBDcity.com, lifestyle and licensed entertainment brand manufacturer Famous Brandz, and its wholesale distribution division Valiant Distribution.

 

 

 

 

High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Neither the Canadian Securities Exchange (“CSE”) nor its Market Regulator (as that term is defined in the policies of the CSE), accepts responsibility for the adequacy or accuracy of this release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

About META

 

META is a leader in secure, safe and responsible access to legal recreational cannabis in Canada. Through its Canada-wide network of Meta Cannabis Co.™, Meta Cannabis Supply Co.™ and NewLeaf Cannabis™ recreational cannabis retail stores, META enables the public to gain knowledgeable access to Canada’s network of authorized Licensed Producers of cannabis. META is listed on the TSX Venture Exchange under the symbol (TSXV: META).

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, completion of the Transaction; the listing of High Tide securities on the TSXV and the delisting of META securities; the issuance of common shares of the Company as a bonus and as compensation for High Tide board members; and the cancellation of stock options. Forward-looking statements are based on certain assumptions regarding High Tide and META, including completion of the Transaction and listing on the TSXV. While High Tide and META consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the retail cannabis markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industries generally; income tax and regulatory matters; the ability of High Tide and META to implement their business strategies; competition; crop failure/conditions; currency and interest rate fluctuations; the COVID-19 pandemic nationally and globally and the response of governments to the COVID-19 pandemic in respect of the operation of retail stores and other risks.

 

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

 

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. High Tide and META disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. This news release has been approved by the board of directors of each of High Tide and META. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in High Tide’s and META’s public filings and material change reports that will be filed in respect of this Transaction which are and will be available on SEDAR.

 

CONTACT INFORMATION

 

High Tide Inc.
Vahan Ajamian

Vice President, Capital Markets

ir@hightideinc.com

Tel: 1 (403) 770-9435

 

Meta Growth

Mark Goliger, Chief Executive Officer

Meta Growth

Tel: 1 (647) 689-6382

corporate@metagrowth.com

 

 

 

 

EXHIBIT 99.88

 

   

 

High Tide and Meta Growth Receive Final Listing Approval

 

CALGARY, Alberta and TORONTO, Ontario, November 17, 2020 - High Tide Inc. (CSE:HITI) (OTCQB: HITIF) (Frankfurt: 2LY) (“High Tide” or the “Company”) and Meta Growth Corp. (TSXV:META) (“META”) are pleased to announce that, further to their joint press releases dated August 21, 2020 and October 28, 2020 relating to the arrangement agreement entered into between High Tide and META on August 20, 2020, pursuant to which High Tide has agreed to acquire all of the issued and outstanding common shares of META by way of a plan of arrangement under the provisions of the Business Corporations Act (Alberta) (the “Transaction”), the TSX Venture Exchange (“TSXV”) has granted the Company final approval for the listing of (i) 436,153,806 of the Company’s common shares, (ii) 40,076,412 warrants, each exercisable for one common share of the Company at a price of $0.35 per share until February 6, 2023, and (iii) $21,150,000 in secured convertible debentures of META, which are convertible into common shares of the Company at a price of $0.22 per share until November 30, 2022 and bear interest at a rate of 8% per annum.

 

It is anticipated that the Transaction will close on or about November 18, 2020. Further, High Tide is expected to be listed for trading on the TSXV as a Tier 2 Industrial Issuer and the securities of META are expected to be delisted from the TSXV as of November 19, 2020.

 

Further information about closing of the Transaction is available on the SEDAR profiles of High Tide and META on SEDAR at www.sedar.com. High Tide and META will provide a further update once the Transaction has closed.

 

Other Transactions

 

The Company issued an aggregate of 1,176,470 common shares of High Tide (“Interest Shares”) to certain holders of unsecured convertible debentures of the Company, in satisfaction of the annual amount of interest due to the holders. The calculation of the number of Interest Shares issued was based on the volume weighted average trading price of the common shares of High Tide during the 10 trading days ending November 14, 2020. The Interest Shares are subject to a statutory hold period of four months plus one day from the date of issuance.

 

Separately, the Company also recently authorized the issuance of 529,412 common shares in aggregate to certain members of senior management of the Company, assessed as a bonus at the discretion of the Board of Directors and awarded based on their performance over the past year. Lastly, the Company authorized the issuance of 775,476 common shares in aggregate to the independent members of the Board of Directors as compensation for their services over the past year. The Company anticipates that the issuance of these shares will take place on or about November 20, 2020. All of these common shares are subject to a statutory hold period of four months plus one day from the date of issuance.

 

Furthermore, the Company has also agreed with certain directors, officers, consultants and employees of the Company to cancel an aggregate of 7,100,000 stock options.

 

Each of the transactions set forth above is subject to the prior approval of the TSXV.

 

About High Tide

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of cannabis lifestyle accessories. Its premier Canadian retail brand Canna Cabana spans 34 locations in Ontario, Alberta and Saskatchewan, with additional locations under development across Canada. High Tide has been serving cannabis consumers for over a decade through its numerous lifestyle accessory enterprises including eCommerce platforms Grasscity.com and CBDcity.com, lifestyle and licensed entertainment brand manufacturer Famous Brandz, and its wholesale distribution division Valiant Distribution.

 

High Tide's strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

 

 

 

Neither the Canadian Securities Exchange (“CSE”) nor its Market Regulator (as that term is defined in the policies of the CSE), accepts responsibility for the adequacy or accuracy of this release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

About META

 

META is a leader in secure, safe and responsible access to legal recreational cannabis in Canada. Through its Canada-wide network of Meta Cannabis Co.™, Meta Cannabis Supply Co.™ and NewLeaf Cannabis™ recreational cannabis retail stores, META enables the public to gain knowledgeable access to Canada's network of authorized Licensed Producers of cannabis. META is listed on the TSX Venture Exchange under the symbol (TSXV: META).

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, completion of the Transaction; the listing of High Tide securities on the TSXV and the delisting of META securities; the issuance of common shares of the Company as a bonus and as compensation for High Tide board members; and the cancellation of stock options. Forward-looking statements are based on certain assumptions regarding High Tide and META, including completion of the Transaction and listing on the TSXV. While High Tide and META consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the retail cannabis markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industries generally; income tax and regulatory matters; the ability of High Tide and META to implement their business strategies; competition; crop failure/conditions; currency and interest rate fluctuations; the COVID-19 pandemic nationally and globally and the response of governments to the COVID-19 pandemic in respect of the operation of retail stores and other risks.

 

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

 

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. High Tide and META disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. This news release has been approved by the board of directors of each of High Tide and META. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in High Tide’s and META’s public filings and material change reports that will be filed in respect of this Transaction which are and will be available on SEDAR.

 

CONTACT INFORMATION

 

High Tide Inc.
Vahan Ajamian

Vice President, Capital Markets

ir@hightideinc.com

Tel: 1 (403) 770-9435

 

Meta Growth

Mark Goliger, Chief Executive Officer

Meta Growth

Tel: 1 (647) 689-6382

corporate@metagrowth.com

 

 

 

 

 

EXHIBIT 99.89

  

Support and Voting Agreement

 

This Support and Voting Agreement (this “Agreement”), dated as of November 18, 2020 is entered into between the undersigned shareholder (the “Shareholder”), High Tide Inc., a corporation incorporated under the laws of the Province of Alberta (the “Buyer”), Christian Sinclair (“Mr. Sinclair”) and Michael Cosic (“Mr. Cosic”, and together with Mr. Sinclair, the “Company Nominees”).

 

WHEREAS the Buyer intends to acquire all of the outstanding common shares of META Growth Corp. a corporation incorporated under the laws of the Province of Alberta (the “Company”), on the terms and subject to the conditions set forth in the arrangement agreement (the “Arrangement Agreement”) dated August 20, 2020 between the Company and the Buyer (the “Arrangement”);

 

AND WHEREAS, pursuant to the Arrangement Agreement, the Company has the right to designate prior to the completion of the Arrangement, two director nominees to form part of the board of directors of the Buyer (the “Buyer Board”) provided that such director nominees shall be selected from persons that are directors and/or officers of the Company as of the date of the Arrangement Agreement;

 

AND WHEREAS, the Company has selected the Company Nominees as the two director nominees to be added to the Buyer Board;

 

AND WHEREAS the Shareholder is the registered and/or direct or indirect beneficial owner of, or exercises control or direction over: (i) the common shares of the Buyer (the “Buyer Shares”) (such Buyer Shares, together with any Buyer Shares acquired by the Shareholder during the term of this Agreement, being referred to in this Agreement as the “Subject Shares”) and (ii) the other securities convertible into, or exchangeable for Buyer Shares (“Subject Securities”) of the Buyer, in each case, as set forth below the Shareholder’s signature on the signature page of this Agreement;

 

AND WHEREAS as a condition to the willingness of the Company to enter into the Arrangement Agreement and incur the obligations set forth in the Arrangement Agreement, the Buyer has required that the Shareholder enter into this Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1. Definitions and Interpretive Provisions

 

In this Agreement:

 

(a) all terms used and not defined herein that are defined in the Arrangement Agreement shall have the respective meanings given to them in the Arrangement Agreement;

 

 

 

 

(b) the insertion of headings and the division of this Agreement into Sections are for convenience of reference only and shall not affect in any way the meanings and interpretation of this Agreement;

 

(c) unless the contrary intention appears, words importing the singular include the plural and vice versa and words importing genders shall include all genders;

 

(d) if the date on which any action is required to be taken by a party to this Agreement is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place;

 

(e) references to the words “include”, “includes” or “including” shall be deemed to be followed by the words “without limitation” whether or not they are followed by those words or words of like import;

 

(f) references to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof;

 

(g) any reference to a Person includes the heirs, administrators, executors, legal personal representatives, predecessors, successors and permitted assigns of that Person; and

 

(h) references to a particular statute or Law shall be to such statute or Law and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated thereunder or amended from time to time.

  

2. Representations and Warranties of the Shareholder.

 

The Shareholder represents and warrants to the Buyer as follows as at the date of this Agreement and acknowledges that the Buyer is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

 

(a) Organization and Authority and Capacity. The Shareholder is an individual, is of the age of majority and has the capacity to enter into and execute this Agreement and to observe and perform its covenants and obligations hereunder.

 

(b) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding agreement of the Shareholder enforceable against it in accordance with its terms subject only to any limitation on bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

 

2

 

 

(c) Non-Contravention. The execution, delivery and performance by the Shareholder of its obligations under this Agreement and the completion of the transactions contemplated by this Agreement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) contravene, conflict with, or result in the violation of: (i) any other agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder’s property or assets is bound; and (ii) any applicable Laws.

 

(d) Ownership of Subject Shares and Subject Securities. The Shareholder is the legal and beneficial owner of, or the beneficial owner exercising control or direction over, all of the Subject Shares and the Subject Securities, free and clear of any Liens. The Subject Shares and the Subject Securities are the only securities of the Buyer owned, directly or indirectly, or over which control or direction is exercised by the Shareholder. The Shareholder has sole dispositive power and the sole power to agree to the matters set forth in this Agreement with respect to the Subject Shares and the Subject Securities. None of the Subject Shares is subject to any agreement, arrangement or restriction with respect to the voting thereof, except as contemplated by this Agreement. Except for the Subject Securities, the Shareholder has no agreement or option or right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition or transfer to the Shareholder of additional securities of the Buyer. No Person has any agreement or option, or any right or privilege (whether by Law, pre-emptive or contractual), capable of becoming an agreement or option for the purchase, acquisition or transfer from the Shareholder of any of the Subject Shares or the Subject Securities.

 

(e) Litigation. There is no claim, action, lawsuit, arbitration, mediation or other proceeding pending or, to the knowledge of the Shareholder, threatened against the Shareholder that would reasonably be expected to have an adverse impact on the validity of this Agreement or any action taken or to be taken by the Shareholder in connection with this Agreement.

 

(f) Independent Legal Advice. The Shareholder acknowledges and agrees that the Shareholder has had the opportunity to seek independent legal advice with respect to this Agreement, and the transactions contemplated hereby, and that any failure on the Shareholder’s part to seek independent legal advice shall not affect (and the Shareholder shall not assert that it affects) the validity, enforceability or effect of this Agreement.

  

3. Representations and Warranties of the Buyer.

 

The Buyer represents and warrants to the Shareholder as follows as at the date of this Agreement and acknowledges that the Shareholder is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

 

(a) Organization and Authority. The Buyer is a corporation incorporated and existing under the laws of the Province of Alberta and has the corporate power and capacity to enter into and perform its obligations under this Agreement. The execution and delivery of this Agreement by the Buyer and the consummation by it of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of the Buyer are necessary to authorize this Agreement or the transactions contemplated by this Agreement.

 

3

 

 

(b) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Buyer and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding agreement of the Buyer enforceable against it in accordance with its terms subject only to any limitation on bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies, such as specific performance and injunction.

 

(c) Non-Contravention. The execution, delivery and performance by the Buyer of its obligations under this Agreement and the completion of the transactions contemplated by this Agreement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) contravene, conflict with, or result in the violation of: (i) the articles, by-laws or other constating documents of the Buyer; (ii) any other agreement or instrument to which the Buyer is a party or by which the Buyer or any of the Buyer’s property or assets is bound; and (iii) any applicable Laws.

 

4. Covenants of the Shareholder.

 

The Shareholder covenants and agrees that during the term beginning on the Effective Date and ending upon completion of the Buyer’s next meeting of security holders of the Buyer, including the next annual general meeting (collectively, the “Annual General Meeting”), unless otherwise required or expressly permitted by this Agreement:

 

(a) Nomination. The Shareholder shall, pursuant to the terms and subject to the conditions set forth in this Agreement and applicable Securities Law, designate the Company Nominees to form part of the list of the Buyer Board nominees proposed by the Buyer Board and included in a management proxy circular relating to the election of director of the Buyer at the next Annual General Meeting.

 

(b) Agreement to Vote in Favour. At the next Annual General Meeting or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the election of the Company Nominees to Buyer Board is sought, the Shareholder shall, subject to Section 5, cause its Subject Shares and Subject Securities (which have a right to vote at such meeting) to be counted as present (in person or by proxy) for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Shares and Subject Securities (which have a right to vote at such meeting) in favour of the election of the Company Nominees to the Buyer Board.

 

4

 

 

(c) Restriction on Transfer. The Shareholder agrees not to directly or indirectly: (i) sell, transfer, assign, gift-over, grant a participation interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber (each, “Transfer”), or enter into any agreement, option or other arrangement with respect to the Transfer of, any of its Subject Shares or Subject Securities to any Person, or (ii) grant any proxies or power of attorney, deposit any of its Subject Shares or Subject Securities into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of its Subject Shares or Subject Securities.

 

(d) Additional Buyer Shares. The Shareholder: (i) agrees promptly to notify the Buyer of any new Buyer Shares or Subject Securities acquired by the Shareholder after the execution of this Agreement; and (ii) acknowledges that any such new Buyer Shares or Subject Securities will be subject to the terms of this Agreement as though owned by the Shareholder on the date of this Agreement.

 

(e) Delivery of Proxy. The Shareholder agrees that it will, on or before the fifth Business Day prior to the Annual General Meeting: (i) with respect to any Subject Shares (and any other Subject Securities entitled to vote) that are registered in the name of the Shareholder, the Shareholder shall deliver or cause to be delivered, in accordance with the instructions set out in the management proxy circular with respect to such Annual General Meeting, a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favour of the approval of the appointment of the Company Nominees to the Buyer Board and (ii) with respect to any Subject Shares (and any other Subject Securities entitled to vote) that are beneficially owned by the Shareholder but not registered in the name of the Shareholder, the Shareholder shall deliver or cause to be delivered voting instructions to the intermediary through which the Shareholder holds its beneficial interest in the Shareholder’s Subject Shares (and any other Subject Securities entitled to vote), instructing that the Shareholder’s Subject Shares (and any other Subject Securities entitled to vote) be voted in favour of the appointment of the Company Nominees to the Buyer Board. Such proxy or proxies shall name those individuals as may be designated by the Buyer in the management proxy circular with respect to such Annual General Meeting and such proxy or proxies or voting instructions shall not be revoked, withdrawn or modified without the prior written consent of the Buyer.

 

(f) Other Covenants. The parties hereby consent to details of, or a summary of, this Agreement being set out in any news release, information circular, and court documents or other public disclosure produced by the Company or the Buyer in connection with the transactions contemplated by this Agreement and the Arrangement Agreement and (B) this Agreement being made publicly available, including by filing on SEDAR. Otherwise, each of the parties hereto shall consult with the other before making any public disclosure or announcement of or pertaining to this Agreement, and any such disclosure or announcement shall be mutually satisfactory to both such parties hereto, acting reasonably; provided that this section 4(f) shall not apply to any disclosure or announcement pertaining to this Agreement which a party is advised by legal counsel is required to be made by Laws, stock exchange rules or policies of regulatory authorities having jurisdiction and which the other party after reasonable notice will not consent to.

 

5

 

 

5. Conditions

 

Section 4 of this Agreement is subject to the following condition:

 

(a) Each of the Company Nominees shall be eligible to service as director under the Business Corporations Act (Alberta), applicable Securities Law, and applicable stock exchange rules.

 

6. Notice of Meeting

 

The Buyer shall notify the Shareholder of its intentions to hold an Annual General Meeting or any meeting in which directors will be presented for election at least 45 days before the Buyer Board approves the management proxy circular relating to such meeting.

 

7. Termination

 

This Agreement shall terminate upon the earliest to occur of:

 

(a) the completion of the Buyer’s next Annual General Meeting; and

 

(b) the termination of the Arrangement Agreement in accordance with its terms.

  

8. No Agreement as Director or Officer.

 

Except as set out in Section 4(a) with respect to the obligation of the Shareholder to designate the Company Nominees to form part of the list of the Buyer Board nominees proposed by the Buyer Board and included in a management proxy circular relating to the election of director of the Buyer at the next Annual General Meeting, (i) the Buyer acknowledges that the Shareholder is bound hereunder solely in its capacity as a security holder of the Buyer and, if the Shareholder is a director or officer of the Buyer, that the provisions hereof shall not be deemed or interpreted to bind the Shareholder in his or her capacity as a director or officer of the Buyer; and (ii) nothing in this Agreement shall limit or affect any actions or omissions taken by the Shareholder in his or her capacity as a director or officer of the Buyer, including in exercising rights under the Arrangement Agreement and no such actions or omissions shall be deemed a breach of this Agreement. Nothing in this Agreement shall be construed to prohibit, limit or restrict the Shareholder from fulfilling his or her fiduciary duties as a director or officer of the Buyer.

  

9. Injunctive Relief.

  

The parties to this Agreement acknowledge and agree that irreparable harm would occur for which monetary damages would not be an adequate remedy at Law if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties to this Agreement shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement and to ensure compliance with the terms of this Agreement, without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. These remedies are cumulative and in addition to any other rights or remedies available at Law or in equity.

 

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10. Entire Agreement

 

This Agreement constitutes the entire agreement between parties hereto with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings and negotiations, whether oral or written, of the parties hereto.

 

11. Amendment and Waiver.

 

This Agreement may not be amended or supplemented, and no provisions hereof may be modified or waived, except by an instrument in writing signed by both of the parties hereto. No waiver of any provisions hereof by either party shall be deemed a waiver of any other provisions hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

 

12. Notices.

 

All notices and communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by email, or as of the following Business Day if sent by prepaid overnight courier, to the parties hereto at the following addresses (or at such other addresses as shall be specified by either party by notice to the other given in accordance with these provisions):

 

If to the Buyer:

High Tide Inc.,

Unit 112, 11127 - 15 Street N.E.

Calgary, Alberta

T3K 2M4

 

Attention:       Raj Grover, Chief Executive Officer

Email:             raj@hightideinc.com

 

with a copy (not constituting notice) to:

 

Garfinkle Biderman LLP

Dynamic Funds Tower, 1 Adelaide Street East, Suite 801

Toronto, Ontario M5C 2V9

 

Attention:       Shimmy Posen

Email:             sposen@garfinkle.com

 

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If to the Shareholder, to the address or facsimile number or email address set forth for Shareholder on the signature page hereof.

 

If to the Company Nominees, to the address of facsimile number or email address set forth for each of the Company Nominees on the signature page hereof.

  

13. Miscellaneous.

 

(a) This Agreement shall be governed by and construed in accordance with the Laws of Alberta and the federal laws of Canada applicable therein.

 

(b) Each of the parties hereto irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of Alberta in respect of all matters arising under and in relation to this Agreement and waives, to the fullest extent possible, the defence of an inconvenient forum or any similar defence to the maintenance of proceedings in such courts.

 

(c) The parties hereto confirm that it is their express wish that this Agreement, as well as any documents relating to this Agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only.

 

(d) If any term or provision of this Agreement is determined to be illegal, invalid or incapable of being enforced by any court of competent jurisdiction, that term or provision will be severed from this Agreement and the remaining terms and provisions shall remain in full force and effect. Upon such determination that any term or provision of this Agreement is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible.

 

(e) Each party hereto shall, from time to time and at all times hereafter, at the request of the other party hereto, but without further consideration, do all such further acts, and execute and deliver all such further documents and instruments as may be reasonably required in order to fully perform and carry out the terms and intent hereof.

 

(f) Time shall be of the essence in this Agreement.

 

(g) Each of the Shareholder and the Buyer will pay its own expenses (including the fees and disbursements of legal counsel and other advisers) incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated by this Agreement.

 

(h) This Agreement shall be binding upon and enure to the benefit of the parties hereto and their successors and permitted assigns. Neither party to this Agreement may assign its rights or obligations under this Agreement without the prior written consent of the other party hereto. No assignment shall relieve the assigning party of any of its obligations hereunder.

 

(i) This Agreement may be executed by facsimile or other electronic signature and in counterparts, each of which shall be deemed an original and all of which together constitute one and the same instrument.

 

[SIGNATURE PAGE FOLLOWS]

 

8

 

 

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

 

  HIGH TIDE INC.
   
  By: signed “Raj Grover”
  Name: Raj Grover
  Title: Chief Executive Officer and Director
   
  signed “Raj Grover”
  RAJ GROVER
   
  Address:                                   
                                             
  Email:                                     
   
  Number of Buyer Shares Beneficially Owned as of the Date of this Agreement: 97,177,371
   
  Number of Buyer Options Beneficially Owned as of the Date of this Agreement: 1,000,000
   
  Number of Buyer Warrants Beneficially Owned as of the Date of this Agreement: 181,373
   
  signed “Christian Sinclair”
  CHRISTIAN SINCLAIR
   
  Address:                                                            
   
  Email:                                                  
   
  signed “Michael Cosic”
  MICHAEL COSIC
   
  Address:                                                            
   
  Email:                                       

 

 

9

 

EXHIBIT 99.90

 

Government Articles of Arrangement
  Business Corporations Act
  Section 193
   

 

This infonnation is collected in accordance with the Business Corporations Act. lt is required to update an Alberta corporation’s articles for the purpose of issuing a certificate of amendment. Collection is authorized under s. 33(a) of the Freedom of Information and Protection of Privacy Act. Questions about the collection can be directed to Service Alberta Contact Centre staff at cr@gov.ab.ca or 780-427-7013 (toll - free 310-0000 within Alberta).

 

1. Name of Corporation  2. Corporate Access Number

 

   
META Growth Corp. 2019041884
   

 

3. ln accordance with the order approving the arrangement, the articles of the corporation are amended as follows:

 

In accordance with the order of the Court of Queen’s Bench of Alberta dated October 28, 2020, a copy of which is attached hereto as Schedule “A”, approving an arrangement pursuant to Section 193(1)(f) of the Business Corporations Act (Alberta), the plan of arrangement, a copy of which is attached hereto as Schedule “B”, involving META Growth Corp., High Tide Inc. and the shareholders ofMETA Growth Corp. shall be effected upon the filing hereof.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4. Authorized Representative/Authorized Signing Authority for the Corporation

 

Goliger, Mark   Director
Last Name. First Name, Middle Name (optional)   Relationship to Corporation
     
     
Telephone Number (optional)   Email Address (optional)
     
     
2020-11-18   (siged) “Mark Goliger
Date of submission (yyyy-mm-dd)   Signature
     

 

Page 1 of 2

 

 

 

 

SCHEDULE “A”

 

TO THE ARTICLES OF ARRANGEMENT

OF

META GROWTH CORP.

 

Order of the Court of Queen’s Bench of Alberta dated October 28, 2020

 

 

 

 

COURT FILE NUMBER 2001-10745

 

   
COURT COURT OF QUEEN’S BENCH OF ALBERTA
   
JUDICIAL CENTRE CALGARY
   
MATTER IN THE MATTER OF Section 193 of the Business Corporations Act, R.S.A. 2000, c. B-9, as amended
   
  AND IN THE MATTER OF a proposed plan of arrangement involving META Growth Corp., High Tide Inc., and the shareholders of META Growth Corp.
   
APPLICANT META GROWTH CORP.
   
DOCUMENT FINAL ORDER

 

ADDRESS FOR SERVICE AND CONTACT   BORDEN LADNER GERVAIS LLP
     
INFORMATION OF PARTY FILING THIS DOCUMENT  

Centennial Place, East Tower

1900, 520 – 3rd Avenue S.W.

Calgary, Alberta T2P 0R3

Telephone: (403) 232-9500

Fax Number: (403) 266-1395

     
   

Attention: David T. Madsen, Q.C

Email: dmadsen@blg.com

     
    File Number: 442617-000065
     
     
DATE ON WHICH ORDER WAS PRONOUNCED   October 28, 2020
     
NAME OF JUSTICE WHO MADE THIS ORDER   Justice K. Horner
     
LOCATION OF HEARING   Calgary, Alberta

 

UPON the originating application (the “Originating Application”) of META Growth Corp. (“META”) for approval of a proposed plan of arrangement (the “Arrangement”) involving META, High Tide Inc. (“High Tide”), and the holders of common shares of META (the “META Shareholders”) pursuant to Section 193 of the Business Corporations Act, R.S.A. 2000, as amended (the “ABCA”);

 

AND UPON reading the Originating Application, the interim order of this Court granted September 22, 2020 (the “Interim Order”), and the affidavits of Michael Cosic sworn September 18, and October 27, 2020, and the exhibits referred to therein;

 

I hereby certify this to be a true copy of the original order Dated this 29 day of Oct, 2020 for Clerk of the Court.

 

 

 

 

AND UPON being advised that service of notice of this application has been effected in accordance with the Interim Order or as otherwise accepted by the Court;

 

AND UPON hearing from counsel for META;

 

AND UPON being advised by counsel to META that no notices of intention to appear have been served upon META in respect of this application;

 

AND UPON the Court being satisfied that a special meeting (the “Meeting”) of the META Shareholders was called and conducted in accordance with the terms of the Interim Order;

 

AND UPON the Court being satisfied that META has sought and obtained the approval of the Arrangement by the META Shareholders in the manner and by the requisite majority required by the Interim Order;

 

AND UPON it appearing that it is impracticable to effect the transactions contemplated by the Arrangement under any other provision of the ABCA;

 

AND UPON the Court being satisfied that the statutory requirements to approve the Arrangement have been fulfilled and that the Arrangement has been put forward in good faith;

 

AND UPON the Court being satisfied that the terms and conditions of the Arrangement and the procedures relating thereto, are fair and reasonable, substantively and procedurally, to the META Shareholders and other affected persons and that the Arrangement ought to be approved;

 

AND UPON the Court being informed that the approval of the Arrangement by this Court will constitute the basis for an exemption from the registration requirements in the United States Securities Act of 1933, pursuant to Section 3(a)(10) thereof, with respect to the issuance of common shares of High Tide issuable to META Shareholders pursuant to the Arrangement.

 

IT IS HEREBY ORDERED THAT:

 

1. The Arrangement proposed by META, on the terms set forth in the plan of arrangement attached as Schedule “A” to this order (“Order”), is hereby approved by the Court under Section 193 of the ABCA.

 

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2. The terms and conditions of the Arrangement, and the procedures relating thereto, are fair and reasonable, substantively and procedurally, to the META Shareholders and all other affected persons.

 

3. The articles of arrangement in respect of the Arrangement (the “Articles of Arrangement”) shall be filed pursuant to Section 193 of the ABCA on such date as META determines in accordance with the terms of the Arrangement.

 

4. This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by the United States Securities Act of 1933, as amended, regarding the distribution of securities of High Tide pursuant to the Arrangement.

 

5. Service of notice of the Originating Application, the notice in respect of the Meeting and the Interim Order is hereby deemed good and sufficient service. Service of this Order shall be made on all persons who appeared on this application, either by counsel or in person, but is otherwise dispensed with.

 

6. META may, on notice to such parties as the Court may order, seek leave at any time prior to the filing of the Articles of Arrangement to vary this Order or seek advice and directions as to the implementation of this Order.

 

  (signed) “The Honourable Madam Justice K. Horner
  Justice of the Court of Queen’s Bench of Alberta

 

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SCHEDULE “A”

PLAN OF ARRANGEMENT

 

“A”-1

 

 

PLAN OF ARRANGEMENT UNDER SECTION 193 OF THE BUSINESS CORPORATIONS ACT

(ALBERTA)

 

ARTICLE I INTERPRETATION

 

Section 1.01 Definitions. Terms used herein that are defined in the Arrangement Agreement and not defined herein shall have the same meaning herein as in the Arrangement Agreement, unless the context otherwise requires. Terms used herein that are defined in the ABCA and not defined herein or in the Arrangement Agreement shall have the same meaning herein as in the ABCA, unless the context otherwise requires. The following terms shall have the following meanings:

 

“Arrangement” means the arrangement of the Company under section 193 of the ABCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement and this Plan of Arrangement or made at the discretion of the Court in the Final Order with the prior written consent of the Company and the Buyer, each acting reasonably.

 

“Arrangement Agreement” means the Arrangement Agreement dated August 20, 2020 between the Company and the Buyer (including the schedules) as it may be amended, modified or supplemented from time to time in accordance with its terms.

 

“Arrangement Resolution” means the special resolution approving this Plan of Arrangement to be considered at the Company Meeting.

 

“Articles of Arrangement” means the articles of arrangement in respect of the Arrangement required under Subsection 193(10) of the ABCA to be sent to the Registrar after the Final Order, giving effect to the Arrangement.

 

“Business Day” means with respect to any action to be taken, any day, other than Saturday, Sunday or a statutory holiday in the place where such action is to be taken.

 

“Buyer” means High Tide Inc., a corporation incorporated under the ABCA.

 

“Buyer Share” means a common share in the capital of the Buyer.

 

“Certificate of Arrangement” means the certificate or other confirmation of filing to be issued by the Registrar pursuant to Subsection 193(11) of the ABCA giving effect to the Arrangement.

 

“Company” means Meta Growth Corp., a corporation incorporated under the ABCA.

 

“Company Circular” means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices, and exhibits to, and information incorporated by reference in, such management information circular, to be sent to Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time.

 

 

 

 

“Company Debentures” means the outstanding debentures issued under the trust indenture dated November 23, 2018 between the Company and TSX Trust Company, as listed in Section 3.01(k) of the Company Disclosure Letter.

 

“Company Disclosure Letter” means the disclosure letter dated the date of the Arrangement Agreement and delivered by the Company to the Buyer.

 

“Company Meeting” means the special meeting of Company Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Buyer.

 

“Company Options” means the outstanding options to purchase Company Shares issued pursuant to the Company Stock Option Plan, as listed in Section 3.01(k) of the Company Disclosure Letter.

 

“Company RSUs” means the restricted share units of the Company issued pursuant to the Company RSU Plan, as listed in Section 3.01(k) of the Company Disclosure Letter.

 

“Company RSU Plan” means the restricted share unit plan approved by the shareholders of the Company on January 6, 2020.

 

“Company Share” means a common share in the capital of the Company.

 

“Company Shareholders” means the registered and/or beneficial owners of the Company Shares, as the context requires.

 

“Company Stock Option Plan” means the Company’s stock option plan most recently approved by the Company Shareholders on February 19, 2020.

 

“Company Warrants” means the outstanding common share purchase warrants of the Company, entitling the holders thereof to purchase Company Shares, as further described and listed in Section 3.01(k) of the Company Disclosure Letter.

 

“Consideration” means 0.824 Buyer Shares for each Company Share.

 

“Consideration Shares” means the Buyer Shares to be issued as the Consideration pursuant to the Arrangement.

 

“Court” means the Court of Queen’s Bench of Alberta.

 

“Depositary” means such Person as the Company may appoint, with the approval of the Buyer, acting reasonably, to act as depositary for purposes of receiving deposits of certificates representing Company Shares in relation to the Arrangement.

 

“Dissent Rights” means the rights of a registered Company Shareholder to dissent to the Arrangement Resolution and to be paid the fair value of the Company Shares in respect of which the holder dissents, all in accordance with Section 191 of the ABCA as modified and supplemented by the Interim Order, the Final Order and Section 3.01 hereof.

 

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“Dissenting Shareholder” means a registered Company Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Company Shares in respect of which Dissent Rights are validly exercised by such registered Company Shareholder.

 

“Effective Date” means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

 

“Effective Time” means 12:01 a.m. (Calgary Time) on the Effective Date or such other time as the Parties agree to in writing before the Effective Date.

 

“Final Order” means the final order of the Court pursuant to Subsection 193(9) of the ABCA, in form and substance satisfactory to each Party, acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both of the Parties, each acting reasonably) at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both of the Parties, each acting reasonably) on appeal.

 

“Interim Order” means the interim order of the Court pursuant to section 193(4) of the ABCA in form and substance satisfactory to each Party, acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of each of the Parties, acting reasonably.

 

“Letter of Transmittal” means the letter of transmittal to be sent by the Company to Company Shareholders for use by Company Shareholders with respect to the Arrangement for purposes of delivering certificates representing Company Shares and other required documents to the Depositary in order to receive Consideration Shares issuable to them pursuant to the Arrangement.

 

“Lien” means any mortgage, charge, pledge, hypothec, security interest, prior claim, assignment, lien (statutory of otherwise), or restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

 

“Plan of Arrangement”, “hereof”, “herein”, “hereto” and like references means this plan of arrangement and any amendments or variations to such plan made in accordance with the Arrangement Agreement and this plan of arrangement or made at the direction of the Court in the Final Order with the prior written consent of both Parties, each acting reasonably.

 

“Tax Act” means the Income Tax Act (Canada).

 

Section 1.02 Interpretation Not Affected by Headings, Etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Plan of Arrangement.

 

3

 

 

Section 1.03 Article and Section References. Unless the contrary intention appears, references in this Plan of Arrangement to an Article or Section by number or letter or both refer to the Article or Section respectively, bearing that designation in this Plan of Arrangement.

 

Section 1.04 Number and Gender. In this Plan of Arrangement, unless the contrary intention appears, words importing the singular include the plural and vice versa and words importing gender shall include all genders.

 

Section 1.05 Date for Any Action. If the date on which any action is required to be taken hereunder by any of the Parties is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place.

 

Section 1.06 Statutory References. Unless otherwise indicated, references in this Plan of Arrangement to any statute includes all rules and regulations made pursuant to such statute, as it or they may have been or may from time to time be amended or re-enacted.

 

Section 1.07 Currency. Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of Canada.

 

ARTICLE II

ARRANGEMENT

 

Section 2.01 Arrangement Agreement. This Plan of Arrangement is made pursuant and subject to the provisions of the Arrangement Agreement.

 

Section 2.02 Binding Effect. The Arrangement will become effective at, and be binding at and after, the Effective Time, without any further act or formality required on the part of any Person, on:

 

(a) the Company;

 

(b) the Buyer;

 

(c) all of the Company Shareholders (including for greater certainty, Dissenting Shareholders);

 

(d) the Depositary; and

 

(e) all other Persons.

 

Section 2.03 Arrangement. Commencing at the Effective Time, the following events or transactions shall occur and shall be deemed to occur in the following sequence without any further act or formality:

 

(a) each outstanding Company Share held by Dissenting Shareholders, in respect of which Dissent Rights have been validly exercised, shall be deemed to have been transferred by the holders thereof to the Buyer free and clear of all Liens and:

 

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(i) such Dissenting Shareholders shall cease to be the holders of such Company Shares and shall cease to have any rights as holders of such Company Shares, other than the right to be paid fair value for such Company Shares as set out in ARTICLE III;

 

(ii) such Dissenting Shareholders’ names shall be deemed to be removed as the holders of such Company Shares from the registers of Company Shares maintained by or on behalf of the Company;

 

(iii) such Dissenting Shareholder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign each such Company Share; and

 

(iv) the Buyer shall be deemed to be the transferee of such Company Shares, free and clear of all Liens, and shall be entered in the registers of Company Shares maintained by or on behalf of the Company;

 

(b) each Company Share held by Company Shareholders (other than any Company Shares held by Dissenting Shareholders transferred to the Buyer pursuant to Section 2.03(a)) shall, as of the Effective Time, be transferred to the Buyer (free and clear of any Liens) and each such Company Shareholder shall exchange such Company Shares for Consideration Shares and shall receive 0.824 Consideration Share(s) for each Company Share previously-held by such Company Shareholder.

 

Section 2.04 No Fractional Consideration Shares. No fractional Consideration Shares shall be issued to any Person pursuant to this Plan of Arrangement. The number of Consideration Shares to be issued to any Person pursuant to this Plan of Arrangement (including pursuant to any exercise of Company Warrants, Company Options, Company RSUs and Company Debentures in accordance with ARTICLE IV) shall be rounded up to the next greater whole number of Consideration Shares, as applicable, if the fractional entitlement is equal to or greater than 0.5 and shall, without any additional compensation, be rounded down to the next lesser whole number of Consideration Shares if the fractional entitlement is less than 0.5.

 

Section 2.05 Adjustment to Consideration. If, after the date of this Agreement and prior to the Effective Time, the Buyer changes the number of Buyer Shares issued and outstanding as a result of a reclassification, stock split (including a reverse stock split), stock dividend or stock distribution, recapitalization, subdivision or similar transaction, the Consideration shall be equitably adjusted to eliminate the effects of such event on the Consideration.

 

Section 2.06 Security Register Entries. The Company and the Buyer shall make the appropriate entries in their respective securities registers to reflect the matters referred to in this ARTICLE II and in ARTICLE IV.

 

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ARTICLE III

DISSENT RIGHTS

 

Section 3.01 Dissent Rights. Registered holders of Company Shares may exercise rights Dissent Rights in connection with the Arrangement; provided that, notwithstanding Section 191 of the ABCA, the written objection to the Arrangement Resolution contemplated by Section 191 of the ABCA must be sent to and received by the Company not later than 5:00 p.m. (Calgary Time) three Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time). Registered holders of Company Shares who duly exercise such rights of dissent and who:

 

(a) are ultimately determined to be entitled to be paid fair value for their Company Shares, shall be entitled to be paid by the Buyer for the Company Shares in respect of which they have validly exercised Dissent Rights, and will be deemed to have irrevocably transferred such Company Shares to the Buyer (free and clear of all Liens) pursuant to Section 2.03(a); or

 

(b) are ultimately not entitled, for any reason, to be paid fair value for their Company Shares by the Buyer for the Company Shares in respect of which they have exercised Dissent Rights, will be deemed to have participated in the Arrangement on the same basis as a holder of Company Shares to which Error! Reference source not found. applies.

 

Section 3.02 Recognition of Dissent Rights. In no case shall the Company, the Buyer or any other Person, including the Depositary, be required to recognize:

 

(a) a Person exercising Dissent Rights, unless such Person is the registered holder of those Company Shares in respect of which such rights are sought to be exercised or was the registered holder of such Company Shares immediately prior to the Effective Time;

 

(b) any Dissenting Shareholder as a holder of Company Shares after the Effective Time, and each Dissenting Shareholder will cease to be entitled to the rights of a Company Shareholder in respect of the Company Shares in relation to which such Dissenting Shareholder has exercised Dissent Rights and the names of each Dissenting Shareholder will be removed from the registers of holders of Company Shares at the Effective Time; or

 

(c) any holders of:

 

(i) Company Options;

 

(ii) Company Warrants;

 

(iii) Company RSUs;

 

(iv) Company Debentures; and

 

(v) Company Shares who vote, or who have instructed a proxyholder to vote, in favour of the Arrangement Resolution,

 

as being entitled to any Dissent Rights.

 

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In addition to any other restrictions provided for in the ABCA, Company Shareholders who vote or have instructed a proxyholder to vote its Company Shares in favour of the applicable Arrangement Resolution shall not be entitled to exercise Dissent Rights and a Company Shareholder may only exercise Dissent Rights in respect of the entirety of the Company Shares it holds.

 

ARTICLE IV

COMPANY WARRANTS, COMPANY OPTIONS, COMPANY DEBENTURES AND

COMPANY RSUS

 

Section 4.01 Company Warrants. In accordance with the terms set out in the respective warrant certificates or warrant indentures representing the Company Warrants, at and following the Effective Time, each holder of a Company Warrant shall be entitled to receive (and such holder shall accept) upon the exercise of such holder’s Company Warrant, for the same aggregate consideration payable thereupon: the Consideration Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Company Shares to which such holder would have been entitled if such holder had exercised such Company Warrant immediately prior to the Effective Time. Each Company Warrant shall continue to be governed by and be subject to the terms of the warrant certificate or warrant indenture representing each Company Warrant.

 

Section 4.02 Company Options. In accordance with the terms set out in the Company Stock Option Plan, each holder of a Company Option shall be entitled to receive (and such holder shall accept) upon the exercise of such holder’s Company Option, for the same aggregate consideration payable thereupon, the Consideration Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Company Shares to which such holder would have been entitled if such holder had exercised such Company Option immediately prior to the Effective Time. Each Company Option shall continue to be governed by and be subject to the terms of the Company Stock Option Plan.

 

Section 4.03 Company Debentures. In accordance with the terms set out in the respective debenture certificates or debenture indentures representing the Company Debentures, at and following the Effective Time, each holder of a Company Debenture shall be entitled to receive (and such holder shall accept) upon the exercise of such holder’s Company Debenture, for the same aggregate consideration payable thereupon: the Consideration Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Company Shares to which such holder would have been entitled if such holder had converted such Company Debenture immediately prior to the Effective Time. Each Company Debenture shall continue to be governed by and be subject to the terms of the debenture certificate or debenture indenture representing each Company Debenture.

 

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Section 4.04 Company RSUs. In accordance with the terms set out in the Company RSU Plan, each holder of a Company RSU shall be entitled to receive (and such holder shall accept) upon the vesting of such holder’s Company RSU, the Consideration Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Company Shares to which such holder would have been entitled if such Company RSU vested immediately prior to the Effective Time. Each Company RSU shall continue to be governed by and be subject to the terms of the Company RSU Plan.

 

ARTICLE V

PAYMENT AND DELIVERY OF SHARE CERTIFICATES

 

Section 5.01 Payment and Delivery of Share Certificates.

 

(a) At or before the Effective Time, the Buyer shall deposit or cause to be deposited with the Depositary, for the benefit of and to be held on behalf of Company Shareholders entitled to receive Consideration under Error! Reference source not found., certificates representing the Consideration Shares to be distributed to the Company Shareholders, which certificates shall be held by the Depository as agent and nominee for such Company Shareholders and for distribution in accordance with Subsection 5.01(b).

 

(b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Company Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Buyer shall cause the Depositary to: (i) forward or cause to be forwarded by first class mail (postage prepaid) to the applicable Company Shareholder at the address specified in the Letter of Transmittal; or (ii) if requested by the applicable Company Shareholder in the Letter of Transmittal, make available or cause to be made available at the Depositary for pickup by such Company Shareholder, as soon as practicable (in each case, less any amounts withheld pursuant to Section 5.03) the certificate(s) representing, or other evidence of, the Consideration Shares that such Company Shareholder is entitled to receive under the Arrangement.

 

(c) The Buyer’s transfer agent shall register Consideration Shares in the name of each former Company Shareholder entitled thereto or as otherwise instructed in the Letter of Transmittal deposited by such former Company Shareholder and shall deliver such shares in accordance with Section 5.01(b) and the terms and conditions of the Letter of Transmittal.

 

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(d) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.01(b), each certificate which immediately prior to the Effective Time represented outstanding Company Shares shall be deemed at all times to represent only the right to receive upon surrender, the Consideration as contemplated in Section 5.01(b).

  

(e) No dividend or other distribution declared or made after the Effective Time with respect to Buyer Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate which, immediately prior to the Effective Time, represented outstanding Company Shares unless and until the holder of such certificate shall have complied with the provisions of Section 5.01 or Section 5.02. Subject to applicable Laws and to Section 5.03, at the time of such compliance, any such holder entitled to receive Consideration Shares shall receive, in addition to the delivery of the certificate(s) representing, or other evidence of, the Consideration Shares, a cheque for the amount of any such dividend or distribution with a record date after the Effective Time, without interest and net of all applicable withholding and other taxes, previously paid with respect to such Consideration Shares.

 

Section 5.02 Lost Certificates. In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Company Shares that were exchanged pursuant to Error! Reference source not found. shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration, that such Person is entitled to receive pursuant to Error! Reference source not found., net of amounts required to be withheld pursuant to Section 5.03. When authorizing the delivery of such consideration in exchange for any lost, stolen or destroyed certificate, the Person to whom the consideration is being delivered shall, as a condition precedent to the delivery of such consideration, give a bond satisfactory to the Buyer and the Depositary in such sum as the Buyer may direct or otherwise indemnify the Buyer and the Depositary in a manner satisfactory to the Buyer and the Depositary against any claim that may be made against the Buyer or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

 

Section 5.03 Withholding Rights. The Company, the Buyer and the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable under this Plan of Arrangement, such amounts as the Company, the Buyer or the Depositary is permitted or required to deduct and withhold with respect to such payment under the Tax Act or any provision of applicable Laws and shall remit such amounts to the appropriate Governmental Entity. To the extent that the amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes as having been paid to the affected holder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate Governmental Entity. To the extent that the amount so required to be deducted or withheld from any payment to a Person exceeds the consideration otherwise payable to the Person, the Company, the Buyer and the Depositary are hereby authorized to sell or otherwise dispose of any property or amount otherwise payable to such Person to the extent necessary to provide sufficient funds to the Company, the Buyer or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and the Company, the Buyer or the Depositary shall remit to such Person any unapplied balance of the net proceeds of such sale.

 

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Section 5.04 No Liens. Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

 

Section 5.05 Paramountcy. From and after the Effective Time:

 

(a) this Plan of Arrangement shall take precedence and priority over any and all Company Shares issued prior to the Effective Time;

 

(b) the rights and obligations of the registered holders of Company Shares, the Buyer, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and

 

(c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Company Shares shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.

 

ARTICLE VI

AMENDMENTS

 

Section 6.01 Amendments to Plan of Arrangement

 

(a) The Buyer and the Company may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time; provided that, each such amendment, modification and/or supplement must: (i) be set out in writing; (ii) be approved by the Buyer and the Company; (iii) be filed with the Court and, if made following the Company Meeting, approved by the Court; and (iv) be communicated to Company Shareholders if and as required by the Court, and in either case in the manner required by the Court.

 

(b) Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Buyer at any time prior to the Company Meeting (provided that the Company or the Buyer, as applicable, shall have consented thereto in writing) with or without any other prior notice or communication and, if so proposed and accepted by the Persons voting at the Company Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

 

(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if: (i) it is consented to in writing by each of the Buyer and the Company (in each case, acting reasonably); and (ii) if required by the Court, it is consented to by the Company Shareholders, voting in the manner directed by the Court.

 

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(d) Any amendment, modification or supplement to this Plan of Arrangement may be made with the consent of the Company and the Buyer without the approval of or communication to the Court or the Company Shareholders, provided that it concerns a matter which, in the reasonable opinion of the Company and the Buyer, is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interests of any of the Company Shareholders.

  

ARTICLE VII

FURTHER ASSURANCES

 

Section 7.01 Further Assurances. Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

 

Section 7.02 Agreement Not to Implement. Subject to the terms of the Arrangement Agreement, the Company and the Buyer may agree not to implement this Plan of Arrangement, notwithstanding the approval of the resolutions authorizing the Arrangement and the receipt of the Final Order.

 

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SCHEDULE “B”

 

TO THE ARTICLES OF ARRANGEMENT

 OF

META GROWTH CORP.

 

Plan of Arrangement

  

 

 

 

PLAN OF ARRANGEMENT UNDER SECTION 193 OF THE BUSINESS CORPORATIONS ACT

(ALBERTA)

 

ARTICLE I

INTERPRETATION

 

Section 1.01 Definitions. Terms used herein that are defined in the Arrangement Agreement and not defined herein shall have the same meaning herein as in the Arrangement Agreement, unless the context otherwise requires. Terms used herein that are defined in the ABCA and not defined herein or in the Arrangement Agreement shall have the same meaning herein as in the ABCA, unless the context otherwise requires. The following terms shall have the following meanings:

 

“Arrangement” means the arrangement of the Company under section 193 of the ABCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement and this Plan of Arrangement or made at the discretion of the Court in the Final Order with the prior written consent of the Company and the Buyer, each acting reasonably.

 

“Arrangement Agreement” means the Arrangement Agreement dated August 20, 2020 between the Company and the Buyer (including the schedules) as it may be amended, modified or supplemented from time to time in accordance with its terms.

 

“Arrangement Resolution” means the special resolution approving this Plan of Arrangement to be considered at the Company Meeting.

 

“Articles of Arrangement” means the articles of arrangement in respect of the Arrangement required under Subsection 193(10) of the ABCA to be sent to the Registrar after the Final Order, giving effect to the Arrangement.

 

“Business Day” means with respect to any action to be taken, any day, other than Saturday, Sunday or a statutory holiday in the place where such action is to be taken.

 

“Buyer” means High Tide Inc., a corporation incorporated under the ABCA.

 

“Buyer Share” means a common share in the capital of the Buyer.

 

“Certificate of Arrangement” means the certificate or other confirmation of filing to be issued by the Registrar pursuant to Subsection 193(11) of the ABCA giving effect to the Arrangement.

 

“Company” means Meta Growth Corp., a corporation incorporated under the ABCA.

 

“Company Circular” means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices, and exhibits to, and information incorporated by reference in, such management information circular, to be sent to Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time.

 

 

 

 

Company Debentures” means the outstanding debentures issued under the trust indenture dated November 23, 2018 between the Company and TSX Trust Company, as listed in Section 3.01(k) of the Company Disclosure Letter.

 

Company Disclosure Letter” means the disclosure letter dated the date of the Arrangement Agreement and delivered by the Company to the Buyer.

 

“Company Meeting” means the special meeting of Company Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Buyer.

 

“Company Options” means the outstanding options to purchase Company Shares issued pursuant to the Company Stock Option Plan, as listed in Section 3.01(k) of the Company Disclosure Letter.

 

“Company RSUs” means the restricted share units of the Company issued pursuant to the Company RSU Plan, as listed in Section 3.01(k) of the Company Disclosure Letter.

 

Company RSU Plan” means the restricted share unit plan approved by the shareholders of the Company on January 6, 2020.

 

“Company Share” means a common share in the capital of the Company.

 

“Company Shareholders” means the registered and/or beneficial owners of the Company Shares, as the context requires.

 

“Company Stock Option Plan” means the Company’s stock option plan most recently approved by the Company Shareholders on February 19, 2020.

 

Company Warrants” means the outstanding common share purchase warrants of the Company, entitling the holders thereof to purchase Company Shares, as further described and listed in Section 3.01(k) of the Company Disclosure Letter.

 

“Consideration” means 0.824 Buyer Shares for each Company Share.

 

Consideration Shares” means the Buyer Shares to be issued as the Consideration pursuant to the Arrangement.

 

“Court” means the Court of Queen’s Bench of Alberta.

 

“Depositary” means such Person as the Company may appoint, with the approval of the Buyer, acting reasonably, to act as depositary for purposes of receiving deposits of certificates representing Company Shares in relation to the Arrangement.

 

“Dissent Rights” means the rights of a registered Company Shareholder to dissent to the Arrangement Resolution and to be paid the fair value of the Company Shares in respect of which the holder dissents, all in accordance with Section 191 of the ABCA as modified and supplemented by the Interim Order, the Final Order and Section 3.01 hereof.

 

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“Dissenting Shareholder” means a registered Company Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Company Shares in respect of which Dissent Rights are validly exercised by such registered Company Shareholder.

 

“Effective Date” means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

 

“Effective Time” means 12:01 a.m. (Calgary Time) on the Effective Date or such other time as the Parties agree to in writing before the Effective Date.

 

“Final Order” means the final order of the Court pursuant to Subsection 193(9) of the ABCA, in form and substance satisfactory to each Party, acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both of the Parties, each acting reasonably) at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both of the Parties, each acting reasonably) on appeal.

 

“Interim Order” means the interim order of the Court pursuant to section 193(4) of the ABCA in form and substance satisfactory to each Party, acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of each of the Parties, acting reasonably.

 

“Letter of Transmittal” means the letter of transmittal to be sent by the Company to Company Shareholders for use by Company Shareholders with respect to the Arrangement for purposes of delivering certificates representing Company Shares and other required documents to the Depositary in order to receive Consideration Shares issuable to them pursuant to the Arrangement.

 

“Lien” means any mortgage, charge, pledge, hypothec, security interest, prior claim, assignment, lien (statutory of otherwise), or restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

 

“Plan of Arrangement”, “hereof”, “herein”, “hereto” and like references means this plan of arrangement and any amendments or variations to such plan made in accordance with the Arrangement Agreement and this plan of arrangement or made at the direction of the Court in the Final Order with the prior written consent of both Parties, each acting reasonably.

 

Tax Act” means the Income Tax Act (Canada).

 

Section 1.02 Interpretation Not Affected by Headings, Etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Plan of Arrangement.

 

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Section 1.03 Article and Section References. Unless the contrary intention appears, references in this Plan of Arrangement to an Article or Section by number or letter or both refer to the Article or Section respectively, bearing that designation in this Plan of Arrangement.

 

Section 1.04 Number and Gender. In this Plan of Arrangement, unless the contrary intention appears, words importing the singular include the plural and vice versa and words importing gender shall include all genders.

 

Section 1.05 Date for Any Action. If the date on which any action is required to be taken hereunder by any of the Parties is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place.

 

Section 1.06 Statutory References. Unless otherwise indicated, references in this Plan of Arrangement to any statute includes all rules and regulations made pursuant to such statute, as it or they may have been or may from time to time be amended or re-enacted.

 

Section 1.07 Currency. Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of Canada.

 

ARTICLE II

ARRANGEMENT

 

Section 2.01 Arrangement Agreement. This Plan of Arrangement is made pursuant and subject to the provisions of the Arrangement Agreement.

 

Section 2.02 Binding Effect. The Arrangement will become effective at, and be binding at and after, the Effective Time, without any further act or formality required on the part of any Person, on:

 

(a) the Company;

 

(b) the Buyer;

 

(c) all of the Company Shareholders (including for greater certainty, Dissenting Shareholders);

 

(d) the Depositary; and

 

(e) all other Persons.

 

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Section 2.03 Arrangement. Commencing at the Effective Time, the following events or transactions shall occur and shall be deemed to occur in the following sequence without any further act or formality:

 

(a) each outstanding Company Share held by Dissenting Shareholders, in respect of which Dissent Rights have been validly exercised, shall be deemed to have been transferred by the holders thereof to the Buyer free and clear of all Liens and:

 

(i) such Dissenting Shareholders shall cease to be the holders of such Company Shares and shall cease to have any rights as holders of such Company Shares, other than the right to be paid fair value for such Company Shares as set out in ARTICLE III;

 

(ii) such Dissenting Shareholders’ names shall be deemed to be removed as the holders of such Company Shares from the registers of Company Shares maintained by or on behalf of the Company;

 

(iii) such Dissenting Shareholder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign each such Company Share; and

 

(iv) the Buyer shall be deemed to be the transferee of such Company Shares, free and clear of all Liens, and shall be entered in the registers of Company Shares maintained by or on behalf of the Company;

 

(b) each Company Share held by Company Shareholders (other than any Company Shares held by Dissenting Shareholders transferred to the Buyer pursuant to Section 2.03(a)) shall, as of the Effective Time, be transferred to the Buyer (free and clear of any Liens) and each such Company Shareholder shall exchange such Company Shares for Consideration Shares and shall receive 0.824 Consideration Share(s) for each Company Share previously-held by such Company Shareholder.

 

Section 2.04 No Fractional Consideration Shares. No fractional Consideration Shares shall be issued to any Person pursuant to this Plan of Arrangement. The number of Consideration Shares to be issued to any Person pursuant to this Plan of Arrangement (including pursuant to any exercise of Company Warrants, Company Options, Company RSUs and Company Debentures in accordance with ARTICLE IV) shall be rounded up to the next greater whole number of Consideration Shares, as applicable, if the fractional entitlement is equal to or greater than 0.5 and shall, without any additional compensation, be rounded down to the next lesser whole number of Consideration Shares if the fractional entitlement is less than 0.5.

 

Section 2.05 Adjustment to Consideration. If, after the date of this Agreement and prior to the Effective Time, the Buyer changes the number of Buyer Shares issued and outstanding as a result of a reclassification, stock split (including a reverse stock split), stock dividend or stock distribution, recapitalization, subdivision or similar transaction, the Consideration shall be equitably adjusted to eliminate the effects of such event on the Consideration.

 

Section 2.06 Security Register Entries. The Company and the Buyer shall make the appropriate entries in their respective securities registers to reflect the matters referred to in this ARTICLE II and in ARTICLE IV.

 

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ARTICLE III

DISSENT RIGHTS

 

Section 3.01 Dissent Rights. Registered holders of Company Shares may exercise rights Dissent Rights in connection with the Arrangement; provided that, notwithstanding Section 191 of the ABCA, the written objection to the Arrangement Resolution contemplated by Section 191 of the ABCA must be sent to and received by the Company not later than 5:00 p.m. (Calgary Time) three Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time). Registered holders of Company Shares who duly exercise such rights of dissent and who:

 

(a) are ultimately determined to be entitled to be paid fair value for their Company Shares, shall be entitled to be paid by the Buyer for the Company Shares in respect of which they have validly exercised Dissent Rights, and will be deemed to have irrevocably transferred such Company Shares to the Buyer (free and clear of all Liens) pursuant to Section 2.03(a); or

 

(b) are ultimately not entitled, for any reason, to be paid fair value for their Company Shares by the Buyer for the Company Shares in respect of which they have exercised Dissent Rights, will be deemed to have participated in the Arrangement on the same basis as a holder of Company Shares to which Section 2.03(b) applies.

 

Section 3.02 Recognition of Dissent Rights. In no case shall the Company, the Buyer or any other Person, including the Depositary, be required to recognize:

 

(a) a Person exercising Dissent Rights, unless such Person is the registered holder of those Company Shares in respect of which such rights are sought to be exercised or was the registered holder of such Company Shares immediately prior to the Effective Time;

 

(b) any Dissenting Shareholder as a holder of Company Shares after the Effective Time, and each Dissenting Shareholder will cease to be entitled to the rights of a Company Shareholder in respect of the Company Shares in relation to which such Dissenting Shareholder has exercised Dissent Rights and the names of each Dissenting Shareholder will be removed from the registers of holders of Company Shares at the Effective Time; or

 

(c) any holders of:

 

(i) Company Options;

 

(ii) Company Warrants;

 

(iii) Company RSUs;

 

(iv) Company Debentures; and

 

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(v) Company Shares who vote, or who have instructed a proxyholder to vote, in favour of the Arrangement Resolution,

 

as being entitled to any Dissent Rights.

 

In addition to any other restrictions provided for in the ABCA, Company Shareholders who vote or have instructed a proxyholder to vote its Company Shares in favour of the applicable Arrangement Resolution shall not be entitled to exercise Dissent Rights and a Company Shareholder may only exercise Dissent Rights in respect of the entirety of the Company Shares it holds.

 

ARTICLE IV 

COMPANY WARRANTS, COMPANY OPTIONS, COMPANY DEBENTURES AND

COMPANY RSUs

 

Section 4.01 Company Warrants. In accordance with the terms set out in the respective warrant certificates or warrant indentures representing the Company Warrants, at and following the Effective Time, each holder of a Company Warrant shall be entitled to receive (and such holder shall accept) upon the exercise of such holder’s Company Warrant, for the same aggregate consideration payable thereupon: the Consideration Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Company Shares to which such holder would have been entitled if such holder had exercised such Company Warrant immediately prior to the Effective Time. Each Company Warrant shall continue to be governed by and be subject to the terms of the warrant certificate or warrant indenture representing each Company Warrant.

 

Section 4.02 Company Options. In accordance with the terms set out in the Company Stock Option Plan, each holder of a Company Option shall be entitled to receive (and such holder shall accept) upon the exercise of such holder’s Company Option, for the same aggregate consideration payable thereupon, the Consideration Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Company Shares to which such holder would have been entitled if such holder had exercised such Company Option immediately prior to the Effective Time. Each Company Option shall continue to be governed by and be subject to the terms of the Company Stock Option Plan.

 

Section 4.03 Company Debentures. In accordance with the terms set out in the respective debenture certificates or debenture indentures representing the Company Debentures, at and following the Effective Time, each holder of a Company Debenture shall be entitled to receive (and such holder shall accept) upon the exercise of such holder’s Company Debenture, for the same aggregate consideration payable thereupon: the Consideration Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Company Shares to which such holder would have been entitled if such holder had converted such Company Debenture immediately prior to the Effective Time. Each Company Debenture shall continue to be governed by and be subject to the terms of the debenture certificate or debenture indenture representing each Company Debenture.

 

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Section 4.04 Company RSUs. In accordance with the terms set out in the Company RSU Plan, each holder of a Company RSU shall be entitled to receive (and such holder shall accept) upon the vesting of such holder’s Company RSU, the Consideration Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Company Shares to which such holder would have been entitled if such Company RSU vested immediately prior to the Effective Time. Each Company RSU shall continue to be governed by and be subject to the terms of the Company RSU Plan.

 

ARTICLE V 

PAYMENT AND DELIVERY OF SHARE CERTIFICATES

 

Section 5.01 Payment and Delivery of Share Certificates.

 

(a) At or before the Effective Time, the Buyer shall deposit or cause to be deposited with the Depositary, for the benefit of and to be held on behalf of Company Shareholders entitled to receive Consideration under Section 2.03(b), certificates representing the Consideration Shares to be distributed to the Company Shareholders, which certificates shall be held by the Depository as agent and nominee for such Company Shareholders and for distribution in accordance with Subsection 5.01(b).

 

(b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Company Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Buyer shall cause the Depositary to: (i) forward or cause to be forwarded by first class mail (postage prepaid) to the applicable Company Shareholder at the address specified in the Letter of Transmittal; or (ii) if requested by the applicable Company Shareholder in the Letter of Transmittal, make available or cause to be made available at the Depositary for pickup by such Company Shareholder, as soon as practicable (in each case, less any amounts withheld pursuant to Section 5.03) the certificate(s) representing, or other evidence of, the Consideration Shares that such Company Shareholder is entitled to receive under the Arrangement.

 

(c) The Buyer’s transfer agent shall register Consideration Shares in the name of each former Company Shareholder entitled thereto or as otherwise instructed in the Letter of Transmittal deposited by such former Company Shareholder and shall deliver such shares in accordance with Section 5.01(b) and the terms and conditions of the Letter of Transmittal.

 

(d) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.01(b), each certificate which immediately prior to the Effective Time represented outstanding Company Shares shall be deemed at all times to represent only the right to receive upon surrender, the Consideration as contemplated in Section 5.01(b).

 

8

 

 

(e) No dividend or other distribution declared or made after the Effective Time with respect to Buyer Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate which, immediately prior to the Effective Time, represented outstanding Company Shares unless and until the holder of such certificate shall have complied with the provisions of Section 5.01 or Section 5.02. Subject to applicable Laws and to Section 5.03, at the time of such compliance, any such holder entitled to receive Consideration Shares shall receive, in addition to the delivery of the certificate(s) representing, or other evidence of, the Consideration Shares, a cheque for the amount of any such dividend or distribution with a record date after the Effective Time, without interest and net of all applicable withholding and other taxes, previously paid with respect to such Consideration Shares.

 

Section 5.02 Lost Certificates. In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Company Shares that were exchanged pursuant to Section 2.03(b) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration, that such Person is entitled to receive pursuant to Section 2.03(b), net of amounts required to be withheld pursuant to Section 5.03. When authorizing the delivery of such consideration in exchange for any lost, stolen or destroyed certificate, the Person to whom the consideration is being delivered shall, as a condition precedent to the delivery of such consideration, give a bond satisfactory to the Buyer and the Depositary in such sum as the Buyer may direct or otherwise indemnify the Buyer and the Depositary in a manner satisfactory to the Buyer and the Depositary against any claim that may be made against the Buyer or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

 

Section 5.03 Withholding Rights. The Company, the Buyer and the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable under this Plan of Arrangement, such amounts as the Company, the Buyer or the Depositary is permitted or required to deduct and withhold with respect to such payment under the Tax Act or any provision of applicable Laws and shall remit such amounts to the appropriate Governmental Entity. To the extent that the amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes as having been paid to the affected holder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate Governmental Entity. To the extent that the amount so required to be deducted or withheld from any payment to a Person exceeds the consideration otherwise payable to the Person, the Company, the Buyer and the Depositary are hereby authorized to sell or otherwise dispose of any property or amount otherwise payable to such Person to the extent necessary to provide sufficient funds to the Company, the Buyer or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and the Company, the Buyer or the Depositary shall remit to such Person any unapplied balance of the net proceeds of such sale.

 

9

 

 

Section 5.04 No Liens. Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

 

Section 5.05 Paramountcy. From and after the Effective Time:

 

(a) this Plan of Arrangement shall take precedence and priority over any and all Company Shares issued prior to the Effective Time;

 

(b) the rights and obligations of the registered holders of Company Shares, the Buyer, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and

 

(c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Company Shares shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.

 

ARTICLE VI 

AMENDMENTS

 

Section 6.01 Amendments to Plan of Arrangement

 

(a) The Buyer and the Company may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time; provided that, each such amendment, modification and/or supplement must: (i) be set out in writing; (ii) be approved by the Buyer and the Company; (iii) be filed with the Court and, if made following the Company Meeting, approved by the Court; and (iv) be communicated to Company Shareholders if and as required by the Court, and in either case in the manner required by the Court.

 

(b) Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Buyer at any time prior to the Company Meeting (provided that the Company or the Buyer, as applicable, shall have consented thereto in writing) with or without any other prior notice or communication and, if so proposed and accepted by the Persons voting at the Company Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

 

(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if: (i) it is consented to in writing by each of the Buyer and the Company (in each case, acting reasonably); and (ii) if required by the Court, it is consented to by the Company Shareholders, voting in the manner directed by the Court.

 

(d) Any amendment, modification or supplement to this Plan of Arrangement may be made with the consent of the Company and the Buyer without the approval of or communication to the Court or the Company Shareholders, provided that it concerns a matter which, in the reasonable opinion of the Company and the Buyer, is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interests of any of the Company Shareholders.

 

ARTICLE VII 

FURTHER ASSURANCES

 

Section 7.01 Further Assurances. Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

 

Section 7.02 Agreement Not to Implement. Subject to the terms of the Arrangement Agreement, the Company and the Buyer may agree not to implement this Plan of Arrangement, notwithstanding the approval of the resolutions authorizing the Arrangement and the receipt of the Final Order.

 

 

10

 

 

EXHIBIT 99.91

 

 

 

High Tide Responds to COVID-19 Lockdown Measures in Ontario

 

CALGARY, AB, Nov. 23, 2020 /CNW/ - High Tide Inc. ("High Tide" or the "Company") (TSXV: HITI) (OTCQB: HITIF) (FRA: 2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, today announced that it is fully and immediately compliant with the order issued by the Province of Ontario to place Toronto and Peel under the lockdown category of the government's tiered framework for COVID-19 restrictions. In Toronto, the affected locations have been adjusted to offer only curbside pickup as of 12:01 AM on Monday, November 23, 2020 with delivery services to follow shortly thereafter for the announced 28-day period. High Tide currently operates 60 other retail cannabis stores across Canada and it does not have any locations in the Peel Region.

 

"Throughout the pandemic, we have remained agile in our operations to prioritize the needs of our customers across the country in a safe and compliant manner. Our curbside pickup services available at CannaCabana.com and MetaCannabis.com will continue to provide our Toronto-based customers with access to our full catalog of cannabis products throughout the 28-day lockdown," said Raj Grover, President and Chief Executive Officer of High Tide. "As a diversified cannabis company with 66 retail locations in four provinces, a robust e-commerce portfolio and extensive operations in the US and abroad, we expect the lockdown to minimally impact our business. We will continue to optimize our business and are taking appropriate action to manage our operating costs accordingly," added Mr. Grover.

 

To reiterate its previous statements regarding the pandemic issued earlier in 2020, High Tide has continued to respond to COVID-19 with changes to internal business practices consistent with the guidelines of public health authorities. Since inception, High Tide's purpose has been to serve cannabis enthusiasts and a significant part of that commitment is ensuring that the Company is putting the safety of its customers and employees first. The Company has implemented significant measures to protect the health and wellbeing of these valued individuals. High Tide continues to monitor the situation closely while keeping its retail locations and wholesale facilities operating, where permitted.

 

About High Tide

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 66 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide's retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous lifestyle accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide's strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

 

 

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. Forward-looking statements in this news release are based on certain assumptions made by High Tide. While High Tide considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements.

 

Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the retail cannabis markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industries generally; income tax and regulatory matters; the ability of High Tide to implement its business strategy; competition; currency and interest rate fluctuations; the COVID-19 pandemic nationally and globally and the response of governments to the COVID-19 pandemic in respect of the operation of retail stores and other risks.

 

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

 

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. High Tide disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in High Tide's public filings and material change reports which are and will be available on SEDAR.

 

SOURCE High Tide Inc.

 

c View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/November2020/23/c7849.html

 

%SEDAR: 00045217E

 

For further information: Vahan Ajamian, Vice President, Capital Markets, Email: ir@hightideinc.com, Tel: 1-403-770-9435

 

CO: High Tide Inc.

 

CNW 06:00e 23-NOV-20

 

 

 

 

EXHIBIT 99.92

 

 

High Tide Secures Jane West Brand License for Consumption Accessories

 

CALGARY, AB, Nov. 25, 2020 /CNW/ - High Tide Inc. ("High Tide" or the "Company") (TSXV: HITI) (OTCQB: HITIF) (FRA: 2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, is pleased to announce that its wholly- owned subsidiary, Valiant Distribution Canada Inc. ("Valiant"), has signed a trademark license agreement with JW Homegoods, LLC to use the "Jane West" and "JW" trademarks for a term of 2 years (the "Jane West License"). Jane West is a high-profile American cannabis activist, influencer and founder of her global lifestyle brand. The Jane West License grants Valiant the right to manufacture, promote, advertise, distribute and sell certain types of consumption accessories in Canada, the United States, the United Kingdom and the European Union.

 

The royalty-based merchandising agreement includes the production of vaporizers, glass filtration devices, grinders and rolling trays, among other items. "We are excited to launch Jane West- branded products into the international legal smoke shop market as soon as possible, following the success of her established glassware line that has been widely distributed across North America," said Andy Palalas, Chief Revenue Officer of High Tide. "As the founder of Women Grow, creator of her popular glassware line and developer of a rapidly growing set of packaging partnerships, Jane is a visionary and we will be privileged to work alongside her to develop her next line of consumption accessories," added Mr. Palalas. Under its wholesale business segment, High Tide expects to design and distribute these new products as part of the established Famous Brandz line of consumption accessories, which currently includes the brands of Snoop Dogg Pounds, Cheech and Chong's Up In Smoke, Trailer Park Boys, Jay and Silent Bob, Guns N' Roses and more.

 

Furthermore, the Company has also approved the grant of 16,200,000 stock options to purchase Shares to certain directors, officers, consultants and employees. The options have an exercise price of $0.20 per common share and have a term of 3 years. Subject to the terms and conditions of the Company's Stock Option Plan, which was approved by shareholders of the Company at its annual general and special meeting held on July 24, 2019, the options shall vest: (i) 25% on the grant date;

(ii) 25% on the first anniversary of the grant date; (iii) 25% on the date that is 18 months following the grant date; and (iv) 25% on the date that is the second anniversary of the grant date.

 

About High Tide

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 66 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide's retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide's strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

 

 

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. Forward-looking statements in this news release are based on certain assumptions made by High Tide. While High Tide considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements.

Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the retail cannabis markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industries generally; income tax and regulatory matters; the ability of High Tide to implement its business strategy; competition; currency and interest rate fluctuations; the COVID-19 pandemic nationally and globally and the response of governments to the COVID-19 pandemic in respect of the operation of retail stores and other risks.

 

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

 

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. High Tide disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in High Tide's public filings and material change reports which are and will be available on SEDAR.

 

SOURCE High Tide Inc.

 

c View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/November2020/25/c6076.html

 

%SEDAR: 00045217E

 

For further information: Vahan Ajamian, Vice President, Capital Markets, Email: ir@hightideinc.com, Tel: 1-403-770-9435, ext. 116

 

CO: High Tide Inc.

 

CNW 06:00e 25-NOV-20

 

 

 

 

EXHIBIT 99.93

 

MATERIAL CHANGE REPORT
FORM 51-102F3

 

Item 1. Name and Address of Corporation

 

High Tide Inc. (“HITI” or the “Company”)
Unit 112, 11127 - 15 Street N.E.

Calgary, Alberta
T3K 2M4

 

Item 2. Date of Material Change

 

November 18, 2020.

 

Item 3. News Release

 

A news release was disseminated on November 18, 2020 via NewsWire.

 

Item 4. Summary of Material Change

 

The Company and Meta Growth Inc. (“Meta”) are pleased to announce that they have successfully closed the previously announced merger between the two companies by way of a plan of arrangement (the “Transaction”), pursuant to which the Company has acquired all of the issued and outstanding shares of Meta (“Meta Shares”).

 

Item 5. 5.1 Full Description of Material Change

 

The Transaction was affected by way of a plan of arrangement under the Business Corporations Act (Alberta). Pursuant to the terms of the arrangement agreement dated August 20, 2020 between the Company and Meta, the Company acquired all of the issued and outstanding Meta Shares, with each shareholder of the Meta (the “Meta Shareholders”) receiving 0.824 of a common share of the Company (“High Tide Shares”) for each Meta Share. After closing the Transaction, previous Meta Shareholders now hold approximately 45.625% ownership in the Company (on a pro forma, fully-diluted, in-the-money and as converted basis).

 

Two (2) independent directors of Meta – Michael Cosic and Christian Sinclair – have been appointed to serve on the board of directors of the Company, and replace Nader Ben Aissa and Binyomin Posen, who have resigned from their positions as directors of the Company.

 

Raj Grover, Chief Executive Officer of the Company and his team will lead the combined entity going forward.

 

On November 17, 2020, the TSX Venture Exchange (“TSXV”) granted the Company, as a Tier 2 Industrial Issuer, final approval for the listing of: (i) 436,153,806 High Tide Shares; (ii) 40,076,412 warrants, each exercisable into one High Tide Share at a price of $0.35 per share until February 6, 2023; and (iii) $21,150,000 in secured convertible debentures of Meta, which are convertible into High Tide Shares at a price of $0.22 per share until November 30, 2022 and bear interest at a rate of 8% per annum. Further, as of November 19, 2020, the Meta Shares have been delisted from the TSXV, and the High Tide Shares have been delisted from the Canadian Stock Exchange (“CSE”). Trading of the High Tide Shares on the TSXV resumed November 19, 2020.

 

 

 

 

The Transaction was an arm’s length transaction pursuant to applicable regulatory policies.

 

ATB Capital Markets Inc. acted as financial advisor and Garfinkle Biderman LLP acted as legal counsel to the Company in connection with the Transaction.

 

Echelon Wealth Partners Inc. acted as financial advisor and Borden Ladner Gervais LLP acted as legal counsel to Meta in connection with the Transaction.

 

5.2 Disclosure for Restructuring Transactions

 

Not applicable.

 

Item 6. Reliance on Section 7.1(2) of National Instrument 51-102

 

Not applicable.

 

Item 7. Omitted Information

 

Not applicable.

 

Item 8. Executive Officer

 

The name and business number of the executive officer of the Company who is knowledgeable about the material change and this report is:

 

Raj Grover – Chief Executive Officer

Tel: (403) 770-9435 Email: raj@hightideinc.com

 

Item 9. Date of Report

 

November 25, 2020.

 

 

 

 

 

EXHIBIT 99.94

 

High Tide Completes Previously Announced Shares for Debt Transactions

 

CALGARY, AB, Nov. 30, 2020 /CNW/ - High Tide Inc. (“High Tide” or the “Company”) (TSXV: HITI) (OTCQB: HITIF) (FRA: 2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, is pleased to announce that further to its press release dated November 17, 2020 and META Growth Corp.’s (“META”) press release dated November 6, 2020, the Company has received TSX Venture Exchange (“TSXV”) approval and has settled debt in the aggregate of $1,220,331 (the “Debt Settlement”) through the issuance of a total of 7,178,418 common shares in the capital of High Tide (the “HITI Shares”), consisting of:

 

i. 4,976,471 HITI Shares at a deemed price of $0.17 per HITI Share in connection with META’s semi-annual interest payment of $846,000 due and payable on November 30, 2020 owing to the holders of the 8.0% convertible secured senior debentures issued pursuant to the to the terms of the convertible denture indenture dated November 23, 2018 between TSX Trust Company (“TSXT”) and META, and the supplement debenture indenture dated November 16, 2020 between TSXT, META and the Company (the “Debentureholder Interest Obligation Shares”);
ii. 1,176,470 HITI Shares in aggregate to certain holders of unsecured convertible debentures of the Company, in satisfaction of the annual amount of interest due to the holders, at a deemed price of $0.17 per HITI Share (the “Interest Shares);
iii. 250,000 HITI Shares in aggregate to certain members of senior management of the Company, assessed as a bonus at the discretion of the Board of Directors and awarded based on their performance over the fiscal year ending October 31, 2019, at a deemed price of $0.17 per HITI Share (the “Management Shares”); and
iv. 775,477 HITI Shares in aggregate to the independent members of the Board of Directors as compensation for their services over the fiscal year ending October 31, 2019 and October 31, 2020, at a deemed price of $0.17 per HITI Share (the “Board Shares”).

 

The Debentureholder Interest Obligation Shares, Interest Shares, Management Shares and Board Shares are subject to a statutory hold period of four months plus one day from the date of issuance.

 

RELATED PARTY TRANSACTION

 

As certain directors and officers of the Company received HITI Shares in connection with the Debt Settlement, it is considered related party transactions for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The participation of the directors and officers are exempt from the formal valuation and minority shareholder approval requirements provided under MI 61-101 in accordance with sections 5.5(a) and 5.7(1)(a) of MI 61-101. The Company is relying on an exemption from the formal valuation requirements of MI 61-101 available because the fair market value of the Debt Settlement pertain to the directors and officers does not exceed 25% of the Company’s market capitalization, as determined in accordance with MI 61-101. The Company did not file a material change report related to this Debt Settlement more than 21 days before the expected closing of the Debt Settlement as required by MI 61-101 since the details of the Debt Settlement were not settled until shortly prior to the closing of the Debt Settlement and the Company wished to close on an expedited basis for sound business reasons.

 

ABOUT HIGH TIDE

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 66 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

 

 

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release are based on certain assumptions made by High Tide. While High Tide considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements.

 

Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the retail cannabis markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industries generally; income tax and regulatory matters; the ability of High Tide to implement its business strategy; competition; currency and interest rate fluctuations; the COVID-19 pandemic nationally and globally and the response of governments to the COVID-19 pandemic in respect of the operation of retail stores and other risks.

 

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

 

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. High Tide disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in High Tide’s public filings and material change reports, which are and will be available on SEDAR.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

 

SOURCE High Tide Inc.

 

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/December2020/01/c8042.html

 

%SEDAR: 00045217E

 

For further information: High Tide Inc., Vahan Ajamian, Vice President, Capital Markets, ir@hightideinc.com, Tel. 1 (403) 770-9435, extension 116

 

CO: High Tide Inc.

 

CNW 00:17e 01-DEC-20

 

 

 

 

 

EXHIBIT 99.95

 

 

FOR IMMEDIATE RELEASE

 

High Tide Announces Opening of Guelph Retail Cannabis Store

 

Calgary, AB, December 3, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (TSXV:HITI) (OTCQB:HITIF) (FRA:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, is pleased to announce that the Meta Cannabis Co. retail store located at 3 Woodlawn Road West in Guelph, Ontario (the “Guelph Store”) recently received its Retail Store Authorization from the Alcohol and Gaming Commission of Ontario (“AGCO”). The Guelph Store will conduct a soft opening on Thursday, December 3, 2020, with grand opening activities beginning on Friday, December 4 and occurring until Sunday, December 13, 2020.

 

This marks the Company’s 13th branded location in Ontario and 67th retail cannabis store across Canada. “The Guelph Store expands our retail footprint into an exciting new market for High Tide and reinforces our strong position as a leading retailer in Canada’s most populous province,” said Raj Grover, President & Chief Executive Officer of High Tide. “With 11 locations in the AGCO’s queue, and more to come, customers in Ontario can look forward to a steady pipeline of new stores over the next year as we build towards the 30 store provincial maximum by September 2021.” added Mr. Grover. The city of Guelph is a growing community of over 130,000 people situated in the heart of southern Ontario, and is home to the prominent University of Guelph campus.

 

About High Tide

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 67 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous lifestyle accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

 

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release are based on certain assumptions made by High Tide. While High Tide considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the retail cannabis markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industries generally; income tax and regulatory matters; the ability of High Tide to implement its business strategy; competition; currency and interest rate fluctuations; the COVID-19 pandemic nationally and globally and the response of governments to the COVID-19 pandemic in respect of the operation of retail stores and other risks.

 

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

 

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. High Tide disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in High Tide’s public filings and material change reports which are and will be available on SEDAR.

 

CONTACT INFORMATION

 

Vahan Ajamian

Vice President, Capital Markets

Email: ir@hightideinc.com

Tel: 1-403-770-9435, ext. 116

 

SOURCE High Tide Inc.

 

 

 

EXHIBIT 99.96

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT 99.97

 

 

FOR IMMEDIATE RELEASE

 

High Tide Adds Noteworthy Cannabis Industry Policy Expert Omar Khan to its Executive Team

 

Calgary, AB, December 8, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (TSXV:HITI) (OTCQB:HITIF) (Frankfurt:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, is pleased to announce that Omar Khan has agreed to join the Company as Senior Vice President of Corporate and Public Affairs effective Monday, January 11, 2021. As a seasoned industry professional, Omar comes to High Tide from one of the world’s leading communications firms where he served as National Cannabis Sector Lead. Notably, Mr. Khan was instrumental in leading the coalition that successfully advocated for Ontario to allow cannabis retailers to offer consumers curbside pickup and home delivery options during the Province’s COVID-19 state of emergency. 

 

Omar has worked with several licensed producers, retailers and other companies involved in ancillary areas of the cannabis industry to affect change in public policy. “Based on Omar’s long list of career accomplishments, we are excited to have him join the High Tide executive team. Omar will be responsible for securing permits and licenses for the Company’s growth into new markets within Canada, across the United States and globally,” said Raj Grover, President & Chief Executive Officer of High Tide. “As the cannabis industry continues to grow, Omar’s wide range of government and industry relationships are also expected to better position High Tide for acquisition opportunities across North America and abroad,” added Mr. Grover.

 

In New Jersey, Mr. Khan recently worked with a Canadian licensed producer to develop a community relations program that resulted in increased support for its proposal to operate a medicinal cannabis cultivation facility. The company went on to receive only the second cultivation permit offered by the New Jersey Department of Health. Omar has over 15 years of experience working as a communications strategist in Canadian federal and provincial politics, including serving as Chief of Staff to several Ontario Ministers, including the Minister of Health and Long-Term Care, the Minister of Economic Development and Trade and the Minister of Government Services.

 

The Company has also approved the grant of 2,750,000 stock options to purchase common shares of High Tide to Omar and other consultants. The options have an exercise price of $0.20 per common share and have a term of 3 years. The options vest pursuant to their terms.

 

Further, the Company issued an aggregate of 1,124,999 common shares of High Tide (“Interest Shares”) to certain holders of unsecured convertible debentures of the Company, in satisfaction of the annual amount of interest due to the holders. The Interest Shares were issued at a deemed price of $0.188 per Interest Share. The calculation of the number of Interest Shares issued was based on the volume weighted average trading price of the common shares of High Tide during the 10 trading days ending December 3, 2020. The Interest Shares are subject to a statutory hold period of four months plus one day, which will expire on March 5, 2021.

 

 

 

As certain officers of the Company received Interest Share in connection with the interest payment, it is considered related party transactions for the purposes of Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The participation of the officer is exempt from the formal valuation and minority shareholder approval requirements provided under MI 61-101 in accordance with sections 5.5(a) and 5.7(1)(a) of MI 61-101. The Company is relying on an exemption from the formal valuation requirements of MI 61-101 available because the fair market value of the Interest Shares pertain to the officer does not exceed 25% of the Company’s market capitalization, as determined in accordance with MI 61-101. The Company did not file a material change report related to this Debt Settlement more than 21 days before the expected closing of the Debt Settlement as required by MI 61-101 since the details of the Interest Shares were not settled until shortly prior to the closing of the interest payment and the Company wished to close on an expedited basis for sound business reasons.

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 67 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous lifestyle accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com.

 

SOURCE High Tide Inc.

 

For further information, please contact Vahan Ajamian, Vice President, Capital Markets, Email: ir@hightideinc.com, Tel: 1-403-770-9435, ext. 116

 

 

 

 

EXHIBIT 99.98

 

 

High Tide Announces Application to List on Nasdaq

 

CALGARY, Alberta, December 9, 2020 - High Tide Inc. (“High Tide” or the “Company”) (TSXV: HITI) (OTCQB: HITIF) (Frankfurt: 2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of smoking accessories, is pleased to announce that it has submitted an initial application to list on The Nasdaq Stock Market (“Nasdaq”), and has retained Pryor Cashman LLP as legal counsel. The Company is pursuing a Nasdaq listing to enhance its investor profile as a part of its capital markets initiative with the goal of enhancing shareholder value. This initiative allows the Company to accelerate its business strategy focused on the United States (“US”), both in attracting institutional and retail investors and M&A opportunities within the US. The Company already earns approximately 23% of its revenue in the US,1 and is seeking to expand its footprint in the US in businesses that complement the Company’s business divisions that focus on CBD and accessories, while ensuring that it remains in compliance with all applicable laws and regulations in the US.

 

“We are very excited about the prospect of listing on Nasdaq. With our recent acquisition of Meta Growth, we are now the largest Canadian retailer as measured by revenue. Listing on Nasdaq would allow the Company to expand its shareholder base, enhance shareholder value and accelerate the Company’s M&A initiatives in pursuing strategic opportunities in the US.” said Raj Grover, President and Chief Executive Officer.

 

In advance of an anticipated listing on Nasdaq, High Tide will file a Registration Statement with the United States Securities and Exchange Commission (“SEC”). The listing of the Company’s common shares (“Shares”) on Nasdaq remains subject to the review and approval of the listing application and the satisfaction of all applicable listing and regulatory requirements, as well as effectiveness of the registration statement. The Company will continue to maintain the listing of its Shares on the TSX Venture Exchange under the symbol “HITI.”

 

About High Tide

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of smoking accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 67 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous lifestyle accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

 

1 Based on the most recent interim financial statements of High Tide.

 

 

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements regarding High Tide and its business include, but are not limited to, statements with respect to: the potential listing of High Tide’s Shares on NASDAQ, the timing thereof, the benefits to be provided to the Company by a NASDAQ listing, opportunities for High Tide’s growth, High Tide becoming a global company, High Tide’s exposure to international investors and the liquidity of High Tide’s securities, its plans to file a Registration Statement with the SEC and any regulatory or other approvals required in connection therewith. The forward-looking events and circumstances discussed in this press release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting High Tide, including risks relating to the listing of High Tide’s securities in the United States, a shutdown of the United States government, the NASDAQ listing not providing High Tide with broadened access to international investors or enhance High Tide’s liquidity, the Company not expanding globally, which could result in the Company not having a diversified business platform for growth, the Company not being well positioned to pursue additional opportunities for growth, or such opportunities no longer being available to High Tide, risks associated with the geographic markets in which High Tide operates, risks associated with fluctuations in exchange rates (including, without limitation, fluctuations in currencies), risks associated with the cannabis industry and the regulation thereof, the failure to comply with applicable laws, the failure to obtain regulatory approvals, economic factors, market conditions, the equity and debt markets generally, risks associated with growth and competition, general economic and stock market conditions, risks and uncertainties detailed from time to time in High Tide’s filings with the Securities and Exchange Commission and Canadian Securities Administrators, the COVID-19 pandemic nationally and globally and the response of governments to the COVID-19 pandemic in respect of the operation of retail stores and other risks and many other factors beyond the control of High Tide. Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

 

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. High Tide disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

 

CONTACT INFORMATION

 

High Tide Inc.
Vahan Ajamian

Vice President, Capital Markets

ir@hightideinc.com

 

 

 

 

EXHIBIT 99.99

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT 99.100

 

 

FOR IMMEDIATE RELEASE

 

High Tide Extends Maturity of Senior Credit Facility and Reduces Interest Rate

 

Calgary, AB, December 14, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (TSXV: HITI) (OTCQB: HITIF) (FRA: 2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, is pleased to announce that, further to its news release dated January 7, 2020, Windsor Private Capital (“Windsor”) has agreed to extend the maturity of its credit facility (the “Facility”) pursuant to a loan amendment agreement entered into between the parties on December 8, 2020 (the “Loan Amendment”). The Loan Amendment extends the maturity date by one year from December 15, 2020 to December 31, 2021 and a subsequent one-year extension moves the maturity date from December 31, 2021 to December 31, 2022. In addition, Windsor agreed to reduce the interest rate from 11.5% to 10.0% per annum.

 

“Throughout 2020, we worked closely with Windsor to navigate unprecedented economic conditions while also executing on valuable opportunities. We greatly appreciate Windsor’s renewed support and the terms of the loan amendment speak volumes about the quality of our working relationship,” said Raj Grover, President & Chief Executive Officer of High Tide. “We are pleased with the development of High Tide’s business and operations to date, as well as the completion of the acquisition of Meta and the substantial synergies which will be realized as the two companies are integrated. We welcome the opportunity to continue being a partner of High Tide as it continues executing on its business plan,” added Jordan Kupinsky, Managing Partner of Windsor.

 

As of December 14, 2020, the Facility has a total outstanding principal balance of $6,000,000, with $4,000,000 of undrawn capacity. The principal amount advanced under the Facility is convertible during the term at any time, at Windsor’s option, into common shares in the capital of High Tide (“Shares”) at a conversion price of $0.17 (the “Conversion Price”). Any additional draws on the undrawn capacity remains subject to approval from the TSX Venture Exchange (“TSXV”) and have a conversion price at the greater of (i) $0.17 and (ii) the market price at the time of such future draw. Under the Loan Amendment, Windsor also agreed to remove the downward adjustment provisions relating to the Conversion Price.

 

In addition, High Tide and Windsor have agreed to amend the terms of the warrants (the “Warrant Amendment”) issued to Windsor on January 7, 2020 in connection with entering into the Facility. The Company issued to Windsor 58,823,529 warrants to purchase 58,823,529 Shares at a price per Share equal to 150% of the Conversion Price in effect on the date of exercise for a period of two years from the date of issuance (the “Warrants”). As of December 8, 2020, of the 58,823,529 Warrants only 35,294,117 Warrants have vested while the remaining 23,529,412 Warrants have not vested. The parties agreed to amend the Warrants to: (i) confirm that only 35,294,117 Warrants have vested, while the remaining 23,529,412 are no longer eligible to vest and are cancelled, (ii) set the exercise price at $0.255, (iii) remove the downward adjustment provisions relating to the exercise price, and (iv) extend the expiry to December 31, 2022.

 

 

 

Furthermore, as disclosed in the Company’s news release dated November 18, 2020, High Tide has finalized the extension of the maturity date of a total $4,250,000 of convertible debentures to December 31, 2022, comprised as follows:

 

$1,250,000 of its convertible debentures originally issued on December 12, 2018 with an original maturity date of December 12, 2020, now having a maturity date of December 31, 2022.
$1,000,000 of its convertible debentures originally issued on June 14, 2019, with an original maturity date of June 14, 2021, now having a maturity date of December 31, 2022.
$2,000,000 of its convertible debentures originally issued on December 4, 2019, with an original maturity date of December 4, 2021, now having a maturity date of December 31, 2022.

 

As partial consideration for these extensions, High Tide has agreed that the principal amount of these debentures is convertible during the term at any time, at the debenture holder’s option, into Shares at a conversion price of $0.22. These extensions and conversion adjustments remain subject to final approval from the TSXV and form part of a comprehensive restructuring of the Company to extend the maturity dates on all existing debentures to provide further balance sheet flexibility for High Tide.

 

As certain officers and directors of the Company participated in these debenture extensions, it is considered related party transactions for the purposes of Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The participation of the director and officer is exempt from the formal valuation and minority shareholder approval requirements provided under MI 61-101 in accordance with sections 5.5(a) and 5.7(1)(a) of MI 61-101. The Company is relying on an exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 available because the fair market value of the debentures pertaining to the director and officer does not exceed 25% of the Company’s market capitalization, as determined in accordance with MI 61-101. The Company did not file a material change report related to these debenture extensions more than 21 days before the expected closing of the debenture extensions as required by MI 61-101 since the details of the debenture extensions were not settled until shortly prior to the debenture extensions and the Company wished to close on an expedited basis for sound business reasons.

 

ABOUT HIGH TIDE

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 67 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

2

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release are based on certain assumptions made by High Tide. While High Tide considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements.

 

Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the retail cannabis markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industries generally; income tax and regulatory matters; the ability of High Tide to implement its business strategy; competition; currency and interest rate fluctuations; the COVID-19 pandemic nationally and globally and the response of governments to the COVID-19 pandemic in respect of the operation of retail stores and other risks.

 

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

 

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. High Tide disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in High Tide’s public filings and material change reports, which are and will be available on SEDAR.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

 

CONTACT INFORMATION

 

High Tide Inc.
Vahan Ajamian

Vice President, Capital Markets

ir@hightideinc.com

Tel. 1 (403) 770-9435; extension 116

 

 

3

 

EXHIBIT 99.101

 

 

FOR IMMEDIATE RELEASE

 

High Tide Recaps Milestones of 2020

 

Calgary, AB, December 29, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (TSXV: HITI) (OTCQB: HITIF) (FRA: 2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, is thankful to reflect on its most important milestones of 2020 and their strategic significance for the Company going forward. From the acquisition of Meta Growth Corp. (“Meta”), to the expansion of its large cannabis retail position in Ontario, to being the first member of its peer group to report positive adjusted EBITDA, High Tide is emerging from an otherwise challenging year as a strong enterprise that is ready to capitalize on the opportunities of 2021.

 

High Tide’s 2020 Highlights:

 

Acquired Meta to become the largest retailer in Canada by revenue, which increased High Tide’s store count from 37 to 67 locations.
Adjusted EBITDA for the three months ended July 31, 2020 was $3.96 million compared to $1.94 million for the second quarter ended April 30, 2020.
Total revenue increased by 184% for the nine-month period ended July 31, 2020, as compared to same period last year.
E-commerce revenue increased by 137% during the year and launched CBDcity.com in May of 2020.
Gross profit margin for the three months ended July 31, 2020 increased to 40%, which leads the Company’s peer group.
Over 55% of daily retail cannabis transactions are currently conducted by Cabana Club members.
Launched Valiant Distribution to streamline the distribution and sales of wholesale products.
Improved the Company’s balance sheet through several transactions, most notably including restructuring $10.8 million of debt into an interest-free debenture due in 2025.
For the period ended July 31, 2020, 23% of the Company’s revenue was generated in the US.
First Canadian or U.S. cannabis retailer to apply to list on Nasdaq.

 

“On behalf of the executive team and the board of directors, I would like to thank our shareholders and stakeholders for their unwavering support throughout 2020, which has undoubtedly been a transformative year for High Tide. An equal amount of gratitude is also extended to all customers who remained loyal to High Tide’s brands and our employees who worked so hard to grow the Company,” said Raj Grover, President & Chief Executive Officer of High Tide. “Our goal for 2021 is to continue to extend and strengthen our value chain with a focus on the US. After recently celebrating two years as a public company and completing the transition from the CSE to the TSX Venture Exchange, we are greatly looking forward to the day in 2021 when we become the first member of our peer group to be listed on the NASDAQ,” added Mr. Grover.

 

 

 

ABOUT HIGH TIDE

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 67 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Neither the TSX Venture Exchange (the “TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release are based on certain assumptions made by High Tide. While High Tide considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements.

 

Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the retail cannabis markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industries generally; income tax and regulatory matters; the ability of High Tide to implement its business strategy; competition; currency and interest rate fluctuations; the COVID-19 pandemic nationally and globally and the response of governments to the COVID-19 pandemic in respect of the operation of retail stores and other risks.

 

2

 

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

 

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. High Tide disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in High Tide’s public filings and material change reports, which are and will be available on SEDAR.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

 

CONTACT INFORMATION

 

High Tide Inc.
Vahan Ajamian

Vice President, Capital Markets

ir@hightideinc.com

Tel. 1 (403) 770-9435; extension 116

 

 

3

 

EXHIBIT 99.102

 

 

FOR IMMEDIATE RELEASE

 

High Tide Appoints Retail Industry Veteran Andrea Elliott as Independent Director

 

Calgary, AB, January 4, 2021 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (TSXV:HITI) (OTCQB:HITIF) (FRA:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, is pleased to announce the appointment of Andrea Elliott as an independent director of the Board effective January 4, 2021. Ms. Elliott brings over 20 years of executive retail experience to High Tide. She currently is Executive Vice President, Direct to Consumer at Moose Knuckles – a successful global Canadian luxury outerwear brand.

 

Previously, Andrea founded r2 retail resources, an independent consultancy that supported domestic and international retailers with strategic initiatives, growth plans, e-commerce ideation and SG&A improvements. Ms. Elliott was previously VP & General Manager of PVH Canada Retail (Calvin Klein, Van Heusen, IZOD & Bass), an EVP at PwC and COO with Karabus Management – a wholly-owned subsidiary of PwC focused on the retail industry. Prior to PwC, Andrea was the Director of Canada Operations for Williams-Sonoma Inc. and held various senior positions at Gap Inc in the International division.

 

“We are delighted to have Andrea join the Board and increase the retail expertise, independence and diversity of our organization,” said Raj Grover, President and Chief Executive Officer of High Tide. “As we grow our national cannabis store footprint and our international e-commerce businesses, Andrea’s extensive retail background will be invaluable as we implement strategic initiatives to further differentiate High Tide from the competition,” added Mr. Grover.

 

With the addition of Ms. Elliott, High Tide has also strengthened its real estate competency at the Board level. “I’m excited to join the Board of High Tide and contribute to the evolution of this great company as it broadens its focus beyond Canada to new opportunities in the United States and abroad,” said Andrea Elliott. “I view this as a mutually beneficial opportunity and appreciate the warm welcome to High Tide’s Board,” added Ms. Elliott. The Company looks forward to Andrea’s guidance as it continues to execute on its growth strategy.

 

Ms. Elliott replaces Mike Cosic who resigned as a member of the Board effective January 4, 2021. Mr. Cosic became a director of High Tide concurrent with the acquisition of Meta Growth Corp. (“META”) on November 18, 2020 and played an important role in facilitating the transition. Mr. Cosic graciously resigned to allow the Board to attract Ms. Elliott and High Tide thanks Mr. Cosic for his contributions.

 

The Board has approved the grant of 1,000,000 stock options for Ms. Elliott to purchase common shares of High Tide. The options have an exercise price of $0.255 per common share and have a term of 3 years. Subject to the terms and conditions of the Company’s Stock Option Plan, the options shall vest as per their previously announced schedule.

 

 

 

Furthermore, the Company issued an aggregate of 833,332 common shares of High Tide (“Interest Shares”) to certain holders of unsecured convertible debentures of the Company, in satisfaction of the annual amount of interest due to the holders. The Interest Shares were issued at a deemed price of $0.24 per Interest Share. The Interest Shares are subject to a statutory hold period of four months plus one day and remain subject to final approval from the TSX Venture Exchange.

 

ABOUT HIGH TIDE

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 67 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Neither the TSX Venture Exchange (the “TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release are based on certain assumptions made by High Tide. While High Tide considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements.

 

Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the retail cannabis markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industries generally; income tax and regulatory matters; the ability of High Tide to implement its business strategy; competition; currency and interest rate fluctuations; the COVID-19 pandemic nationally and globally and the response of governments to the COVID-19 pandemic in respect of the operation of retail stores and other risks.

 

2

 

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

 

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. High Tide disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in High Tide’s public filings and material change reports, which are and will be available on SEDAR.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

 

CONTACT INFORMATION

 

High Tide Inc.
Vahan Ajamian

Vice President, Capital Markets

ir@hightideinc.com

Tel. 1 (403) 770-9435; extension 116

 

 

3

 

EXHIBIT 99.103

 

 

FOR IMMEDIATE RELEASE

 

High Tide Extends Maturity Date and Reduces Interest Cost of $20 Million Credit Facility

 

Calgary, AB, January 7, 2021 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (TSXV: HITI) (OTCQB: HITIF) (FRA: 2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, is pleased to announce that the Company’s wholly-owned subsidiary, Meta Growth Corp. (“Meta”) has reached a new agreement to extend the maturity of its credit facilities totaling $20,000,000 (the “Credit Facilities”) from Opaskwayak Cree Nation (“OCN”) to December 31, 2024 at a reduced rate of 10% per annum by removing the annual administration fee of 2.5%. The original Credit Facilities partially matured on December 31, 2022 and obligated Meta to pay an interest rate of 10.0% per annum and an annual administration fee of 2.5%.

 

“Today’s announcement marks the third time in just over six months that we have amended an existing debt facility to extend the maturity date by more than a year and simultaneously lower the applicable interest rate. Our balance sheet has been significantly strengthened by improving the terms of over $40 million in debt facilities as a result of these transactions. I am grateful for the flexibility shown by our large lenders, which have clearly recognized the rapidly improving fundamentals of the Company and our solid execution. Renegotiating credit facilities on more favourable terms is immediately accretive to shareholders and enables the Company to use more of its cash for growth,” said Raj Grover, President and Chief Executive Officer of High Tide. “I appreciate and commend Onekanew Sinclair and the OCN for coming to this agreement and helping to position High Tide for continued success,” added Mr. Grover.

 

“On behalf of the OCN, I am happy to maintain our support for High Tide and excited about the Company’s plans for its business and operations in Canada and around the world,” said Christian Sinclair, Onekanew (Chief) of OCN and Board Member of High Tide. “I look forward to watching High Tide grow and I am pleased with its acquisition of Meta. I expect this relationship to continue long into the future,” added Onekanew Sinclair.

 

In addition, High Tide, Meta and OCN agreed to transition the remaining undrawn balance under the Credit Facilities, being $6,750,000 (the “Remaining Credit Balance”), from Meta to High Tide, whereby High Tide will have the ability to draw down on the Remaining Credit Balance directly. As such, High Tide and OCN have entered into a loan agreement with OCN for the Remaining Credit Balance (the “Remaining Credit Facility”), maturing December 31, 2024, which includes the same reduced interest rate of as the Credit Facilities.

 

 

 

The Company’s obligations under the Remaining Credit Facility are secured by the assets of the Company and select subsidiaries (the “Debtors”). High Tide’s obligations are pursuant to a subordinated security interest (ranking behind the senior creditors of the Debtors) granted in favour of OCN and such other persons who may, from time to time, become a party to the security agreement entered into by the parties in connection with outstanding debt of the Company.

 

ABOUT HIGH TIDE

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 67 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release are based on certain assumptions made by High Tide. While High Tide considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements.

 

Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the retail cannabis markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industries generally; income tax and regulatory matters; the ability of High Tide to implement its business strategy; competition; currency and interest rate fluctuations; the COVID-19 pandemic nationally and globally and the response of governments to the COVID-19 pandemic in respect of the operation of retail stores and other risks.

 

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

 

2

 

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. High Tide disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in High Tide’s public filings and material change reports, which are and will be available on SEDAR.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

 

CONTACT INFORMATION

 

High Tide Inc.
Vahan Ajamian

Vice President, Capital Markets

ir@hightideinc.com

Tel. 1 (403) 770-9435; extension 116

 

 

3

 

EXHIBIT 99.104

 

Notice Declaring Intention to be Qualified under
National Instrument 44-101 – Short Form Prospectus Distributions (“NI 44-101”)

 

To: Alberta Securities Commission, as Principal Regulator

 

And To: Ontario Securities Commission
  British Columbia Securities Commission

 

Re: Notice Declaring Intention to be Qualified under NI 44-101

 

January 6, 2021

 

High Tide Inc. (the “Issuer”) intends to be qualified to file a short form prospectus under NI 44-101. The Issuer acknowledges that it must satisfy all applicable qualification criteria prior to filing a preliminary short form prospectus. This notice does not evidence the Issuer’s intent to file a short form prospectus, to enter into any particular financing or transaction or to become a reporting issuer in any jurisdiction. This notice will remain in effect until withdrawn by the Issuer.

 

    HIGH TIDE INC.
     
  By:  
    Raj Grover
    Chief Executive Officer

EXHIBIT 99.105

 

 

FOR IMMEDIATE RELEASE

 

High Tide Unveils New and Improved Website

 

Calgary, AB, January 10, 2021 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (TSXV: HITI) (OTCQB: HITIF) (FRA: 2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, today announced the launch of a revamped website at https://hightideinc.com/. The Company’s website was overhauled, primarily aimed at making its online presence more inviting for current and potential investors and to better reflect where the Company is today. News, articles and videos regarding the Company can now all be found on the new platform in a more intuitive user-friendly interface.

 

The Company would also like to take the opportunity to clarify the following figures that were included on a live beta version of the website without the appropriate footnotes:

 

- $148M in revenue 1
- Gross margin of 38% 2
- $5.3M Positive adjusted EBITDA 3
- 67 total cannabis retail store count.

 

ABOUT HIGH TIDE

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 67 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

 

1 Annualized pro forma incorporating the acquisition of META Growth Corp. Estimate is based on most recent interim financial statements of High Tide and Meta Growth Corp.

2 Based on the year to date reported interim financial statements of High Tide (prior to the acquisition of META Growth Corp) – Q1 2020 to Q3 2020.

3 Based on the year to date reported interim financial statements of High Tide (prior to the acquisition of META Growth Corp) – Q1 2020 to Q3 2020. Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and Adjusted EBITDA. These measures do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. Non-IFRS measures provide investors with a supplemental measure of the Company’s operating performance and therefore highlight trends in Company’s core business that may not otherwise be apparent when relying solely on IFRS measures. Management uses non-IFRS measures in measuring the financial performance of the Company.

 

 

 

Neither the TSX Venture Exchange (the “TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release are based on certain assumptions made by High Tide. While High Tide considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements.

 

Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the retail cannabis markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industries generally; income tax and regulatory matters; the ability of High Tide to implement its business strategy; competition; currency and interest rate fluctuations; the COVID-19 pandemic nationally and globally and the response of governments to the COVID-19 pandemic in respect of the operation of retail stores and other risks.

 

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

 

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. High Tide disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in High Tide’s public filings and material change reports, which are and will be available on SEDAR.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

 

CONTACT INFORMATION

 

High Tide Inc.
Vahan Ajamian

Vice President, Capital Markets

ir@hightideinc.com

Tel. 1 (403) 770-9435; extension 116

 

 

 

 

EXHIBIT 99.106

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT 99.107

 

Form 51-102F4

Business Acquisition Report

 

Item 1 Identity of Company

 

1.1 Name and Address of Company

 

High Tide Inc. (“High Tide” or the “Corporation”)

Unit 112, 11127 - 15 Street N.E.
Calgary, Alberta
T3K 2M4

 

1.2 Executive Officer

 

Raj Grover
Chief Executive Officer and Director
Unit 112, 11127 - 15 Street N.E.
Calgary, Alberta
T3K 2M4
Phone: 403 703-4272

 

Item 2 Details of Acquisition

 

2.1 Nature of Business Acquired

 

On November 18, 2020, High Tide and Meta Growth Corp. (“Meta”) completed a plan of arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta). Pursuant to the Arrangement, High Tide acquired all the issued and outstanding common shares of Meta (the “Meta Shares”). Pursuant to the Arrangement, holders of Meta Shares received 0.824 (the “Exchange Ratio”) of a common share of High Tide for each Meta Share held at the time of closing. Meta is now a wholly owned subsidiary of High Tide.

 

The Arrangement was completed pursuant to an arrangement agreement between High Tide and Meta dated August 20, 2020. The Arrangement was approved by the shareholders of Meta at a special meeting of shareholders held on October 27, and the Court of Queen’s Bench of Alberta issued a final order approving the Arrangement on October 28, 2020.

 

Further information about the Arrangement can be found in the management information circular of Meta dated September 23, 2020, which can be accessed under Meta’s issuer profile on SEDAR at www.sedar.com.

 

1

 

Meta operates legal recreational retail cannabis stores to sell cannabis and cannabis related products through its Canada-wide network of Meta Cannabis Co.™, Meta Cannabis Supply Co.™ and NewLeaf Cannabis™.

 

2.2 Acquisition Date

 

November 18, 2020.

 

2.3 Consideration

 

Pursuant to the Arrangement, holders of Meta Shares received 0.824 of a common share of High Tide for each Meta Share held at the time of closing.

 

In accordance with the terms set out in the respective warrant certificates or warrant indentures representing common share purchase warrants of Meta, each holder of a common share purchase warrant of Meta became entitled to receive upon the exercise of such holder’s common share purchase warrants of Meta, for the same aggregate consideration, such number of common shares of High Tide which the holder would have been entitled to receive as a result of the Arrangement if, immediately prior to the time of closing, such holder had been the registered holder of the number of Meta Shares to which such holder would have been entitled if such holder had exercised such holder’s common share purchase warrants of Meta immediately prior to the time of closing.

 

In accordance with the terms set out in the stock option plan of Meta, each holder of a stock option of Meta became entitled to receive upon the exercise of such holder’s stock option of Meta, for the same aggregate consideration, such number of common shares of High Tide which the holder would have been entitled to receive as a result of the Arrangement if, immediately prior to the time of closing, such holder had been the registered holder of the number of Meta Shares to which such holder would have been entitled if such holder had exercised such holder’s stock options of Meta immediately prior to the time of closing.

 

In accordance with the terms set out in the respective debenture certificates and the debenture indenture of Meta, each holder of a convertible debenture of Meta became entitled to receive upon conversion, for the same aggregate consideration, such number of common share of High Tide which the holder would have been entitled to receive as a result of the Arrangement if, immediately prior to the time of closing, such holder had been the registered holder of the number of Meta Shares to which such holder would have been entitled if such holder had converted such debenture of Meta immediately prior to the time of closing. Each convertible debenture of Meta continues to be governed by and be subject to the terms of the existing debenture certificates or debenture indenture.

 

2

 

In accordance with the terms set out in the restricted share unit plan of Meta, each holder of a restricted share unit of Meta will receive upon the vesting of such holder’s restricted share unit, such number of common shares of High Tide which the holder would have been entitled to receive as a result of the Arrangement if, immediately prior to the time of closing, such holder had been the registered holder of the number of Meta Shares to which such holder would have been entitled if such restricted share units vested immediately prior to the time of closing.

 

2.4 Effect on Financial Position

 

Except as otherwise publicly disclosed and in the ordinary course of High Tide’s business, High Tide presently has no plans or proposals for material changes in High Tide’s business affairs or the affairs of Meta that may have a significant effect on the results of operations and financial position of High Tide.

 

2.5 Prior Valuations

 

No valuation opinion was obtained in the last 12 months by High Tide or Meta, as no such valuation opinion was required by securities legislation or a Canadian exchange or market to support the Consideration under the Arrangement. However, Meta obtained a fairness opinion from Echelon Wealth Partners Inc., dated August 20, 2020, attesting to the fairness of the Arrangement to Meta and Meta shareholders, from a financial point of view.

 

2.6 Parties to Transaction

 

The Arrangement was not with an “informed person” (as such term is defined in Section 1.1 of National Instrument 51-102 – Continuous Disclosure Obligations), associate or affiliate of High Tide.

 

2.7 Date of Report

 

January 15, 2021

 

Item 3 Financial Statements and Other Information

 

Audited consolidated annual financial statements of Meta and related notes thereto as of and for the years ended August 31, 2020 and 2019 (the “Meta Annual Financial Statements”) are attached hereto as Schedule “A”.

 

3

 

SCHEDULE “A”

 

META FINANCIAL STATEMENTS

 

(See attached)

 

4

EXHIBIT 99.108

 


 

FOR IMMEDIATE RELEASE

 

High Tide Opens New Canna Cabana Store in Calgary

 

CALGARY, AB, January 22, 2021 /CNW/ – High Tide Inc. (“High Tide” or the “Company”) (TSXV:HITI) (OTCQB:HITIF) (FRA:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, today announced that the Canna Cabana retail store located in Unit #101 624 8 Avenue SE, in Calgary’s Centre City East Village has begun selling recreational cannabis products for adult use. This will be the first retail cannabis store to begin servicing the local neighbourhood. This opening represents High Tide’s ninth Calgary location and 69th across Canada selling recreational cannabis products and consumption accessories.

 

“We continue to execute our retail expansion strategy by adding a great location in Calgary’s East Village,” said Raj Grover, President and Chief Executive Officer of High Tide. “The new store will follow High Tide’s well established and differentiated business model that offers consumers a one-stop shopping experience for all of their cannabis flower, beverage, edible and consumption accessory needs,” added Mr. Grover.

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 69 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Neither the TSX Venture Exchange (the “TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release are based on certain assumptions made by High Tide. While High Tide considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements.

 

 

 

Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the retail cannabis markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industries generally; income tax and regulatory matters; the ability of High Tide to implement its business strategy; competition; currency and interest rate fluctuations; the COVID-19 pandemic nationally and globally and the response of governments to the COVID-19 pandemic in respect of the operation of retail stores and other risks.

 

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

 

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. High Tide disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in High Tide’s public filings and material change reports, which are and will be available on SEDAR.

 

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

 

CONTACT INFORMATION

 

High Tide Inc.
Vahan Ajamian

Vice President, Capital Markets

ir@hightideinc.com

Tel. 1 (403) 770-9435; extension 116

 

 

 

 

EXHIBIT 99.109

 

 

FOR IMMEDIATE RELEASE

 

High Tide Continues to Strengthen U.S. Market Presence Through Acquisition of Leading E-commerce Retailer Smoke Cartel

 

Award-Winning E-commerce Platform and Drop-Shipping Business Expands High Tide’s E-Commerce Footprint in the US and Abroad

 

Calgary, AB, January 25, 2021 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (TSXV: HITI) (OTCQB: HITIF) (FRA: 2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, is pleased to announce that it is taking another step towards solidifying itself as the dominant player within the U.S. e-commerce marketplace for consumption accessories and hemp derived CBD products, by entering into an agreement to acquire Smoke Cartel, Inc. (“Smoke Cartel”) (OTCQB: SMKC). Upon the closing of the acquisition of Smoke Cartel, High Tide will operate both the largest and second largest e-commerce platforms for consumption accessories in the world1 and believe it will be well positioned to begin online cannabis sales should the United States move towards federal legalization.

 

Founded in 2013, SmokeCartel.com has grown to become one of the most searchable websites of its kind with 7 million site visits and over 110,000 orders last year. Upon closing, High Tide anticipates that the acquisition will create immediate synergies and enhance High Tide’s profitability by:

 

Creating the necessary scale to take advantage of the continuing trend towards e-commerce, which according to data from Salesforce, resulted in a 45% year-over-year digital sales increase in the first two weeks of December globally.

 

Providing access to Smoke Cartel’s proprietary drop-shipping technology, creating new revenue generation opportunities across all High Tide’s e-commerce platforms.

 

Allowing High Tide’s brands and existing inventory to reach Smoke Cartel’s 550,000 customers across the United States, Canada, the United Kingdom, Australia, Germany and Mexico, driving more sales opportunities and increased profit margin.

 

Providing High Tide with access to Smoke Cartel’s database of over 1 million email and social contacts.

 

In 2020, Smoke Cartel expects to report approximately US$7.4 Million in revenues2 and over 16% in EBITDA margin3, with approximately US$1.0 Million1 in cash currently on hand.

 

 

1 As of January 22, 2021, based on traffic analytics data provided by SEMrush Inc.

2

Based on unaudited results, including Q4 2020 results that will be published upon completion of Smoke Cartel’s audit.

3 Based on the year to date results of Smoke Cartel, including Q4 2020 results that will be published upon completion of Smoke Cartel’s audit. Earnings before interest, taxes, depreciation, and amortization (“EBITDA”), does not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. Non-IFRS measures provide investors with a supplemental measure of the Company’s operating performance and therefore highlight trends in Company’s core business that may not otherwise be apparent when relying solely on IFRS measures. Management uses non-IFRS measures in measuring the financial performance of the Company.

 

 

High Tide has entered into a definitive agreement (the “Acquisition Agreement”) pursuant to which High Tide will acquire all of the issued and outstanding shares of Smoke Cartel (“SC Shares”) for US$8.0 Million (the “Transaction”), implying an approximate value of US$0.309 per SC Share, representing a premium of 33% to Smoke Cartel’s last closing share price of US$0.232 (Jan. 22, 2021). The consideration will be comprised of: (i) US$6.0 Million (the “Share Consideration”) in common shares of High Tide (“HT Shares”) on the basis of a deemed price per HT Share equal to the volume weighted average price per HT Share on the TSX Venture Exchange for the 10 consecutive trading days preceding closing of the Transaction (“Closing”); and (ii) US$2.0 Million in cash. As a result of U.S. securities law considerations, significant Smoke Cartel shareholders have agreed to allow the Cash Consideration to be allocated first to Smoke Cartel’s shareholders generally, who will be paid fully in cash, using all or a portion of the Cash Consideration.

 

Pursuant to the Acquisition Agreement, 25% of the Share Consideration will be placed in escrow for a period of 12 months from Closing.

 

“The acquisition of Smoke Cartel is a great way to further vertically integrate our accessories business and expand our footprint in the United States, especially in parallel with our current application to list on the Nasdaq. We expect Smoke Cartel’s proprietary and licensable drop-shipping technology to enhance our e-commerce business right away, along with the cross-listing of inventories between its website and our Grasscity and CBDcity platforms,” said Raj Grover, President and Chief Executive Officer of High Tide. “The acquisition also expands High Tide’s considerable access to cannabis consumers online, further positioning the Company to enter the cannabis e-commerce marketplace should the United States move towards federal legalization,” added Mr. Grover.

 

In connection with the Transaction, High Tide is excited to announce that Sean Geng, Founder and CTO of Smoke Cartel, will be joining the High Tide team on Closing as Chief Technology Officer to oversee all IT and e-commerce initiatives for High Tide globally.

 

“I’m truly excited to be joining the High Tide team and to begin overseeing High Tide’s technology infrastructure and global e-commerce initiatives,” said Sean Geng. “The marriage of High Tide’s current e-commerce and manufacturing capabilities with Smoke Cartel’s proprietary drop-shipping technology sets the stage for the company to become the dominant global consumption accessories and CBD products e-commerce retailer,” added Mr. Geng.

 

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The Transaction has been unanimously approved by the board of directors of each of High Tide and Smoke Cartel. Certain Smoke Cartel directors, officers and other significant shareholders have entered into voting and support agreements to vote in favour of the Transaction and have entered into leak-out agreements which will limit their ability to sell HT Shares they receive based on various time and volume restrictions.

 

The Transaction is an arm’s length transaction pursuant to applicable regulatory policies.

 

The Transaction is subject to, among other things, the approval of Smoke Cartel shareholders, receipt of required regulatory approvals, and other customary conditions of closing. Approval of High Tide shareholders is not required. It is currently anticipated that, subject to receipt of all regulatory, shareholder and other approvals, the Transaction will be completed in March 2021.

 

ABOUT SMOKE CARTEL

 

Smoke Cartel, Inc. (OTCQB: SMKC) is one of the leading online retailers of consumption accessories, including glass water pipes and vaporizers, as well as hemp derived CBD products. The company provides a marketplace with a wide variety of high-quality products, subscription boxes, reliable customer service, and rapid dependable shipping. Smoke Cartel leverages its proprietary marketplace technology to seamlessly connect brands & vendors with its growing customer base built over the last 7 years. The company’s website at www.smokecartel.com offers fast load times and optimizations, making the customer experience quick, seamless, and engaging.

 

ABOUT HIGH TIDE

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 69 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release include statements relating to High Tide’s intention and ability to complete the Transaction on the terms and conditions set out in the Acquisition Agreement; the potential effects of the Transaction on the business of High Tide, including the expectation that High Tide will operate the largest and second e-commerce platform for consumption accessories in the world and the Transaction positioning High Tide to begin online cannabis sales in the United States should federal legalization occur in the United States; Sean Geng joining High Tide as Chief Technology Officer; and High Tide’s ability to obtain regulatory and shareholder approval for the Transaction, While High Tide considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements.

 

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Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the retail cannabis markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industries generally; income tax and regulatory matters; the ability of High Tide to implement its business strategy; competition; currency and interest rate fluctuations; the COVID-19 pandemic nationally and globally and the response of governments to the COVID-19 pandemic in respect of the operation of retail stores and other risks. Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Readers are further cautioned that the assumptions used in the preparation of such forward-looking statements (including, but not limited to, the assumption that (i) High Tide will successfully complete the Transaction (and will obtain all requisite approvals) on the terms and within the timelines anticipated by High Tide (ii) High Tide’s financial condition and development plans do not change as a result of unforeseen events, (iii) there will continue to be a demand, and market opportunity, for High Tide’s product offerings, (iv) Sean Geng will decide to join High Tide’s team as Chief Technology Officer; (v) current and future economic conditions will neither affect the business and operations of High Tide nor High Tide’s ability to capitalize on anticipated business opportunities), although considered reasonable by management of High Tide at the time of preparation, may prove to be imprecise and result in actual results differing materially from those anticipated, and as such, undue reliance should not be placed on forward-looking statements.

 

Forward-looking statements, forward-looking financial information and other metrics presented herein are not intended as guidance or projections for the periods referenced herein or any future periods, and in particular, past performance is not an indicator of future results and the results of High Tide in this press release may not be indicative of, and are not an estimate, forecast or projection of High Tide future results. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. High Tide disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in High Tide’s public filings and material change reports, which are and will be available on SEDAR.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

 

CONTACT INFORMATION

 

High Tide Inc.
Vahan Ajamian

Vice President, Capital Markets

ir@hightideinc.com

Tel. 1 (403) 770-9435; extension 116

 

Smoke Cartel, Inc.
Jayme Tinti

Investor Relations Coordinator

Tel. (912) 704 - 2939

investors@smokecartel.com

 

 

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EXHIBIT 99.110

 

 

 

FOR IMMEDIATE RELEASE

  

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

 

HIGH TIDE ANNOUNCES $15 MILLION BOUGHT DEAL EQUITY FINANCING

 

Calgary, AB, February 1, 2021 / CNW / − High Tide Inc. ("High Tide" or the "Company") (TSXV: HITI) (OTCQB: HITIF) (FRA:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, is pleased to announce that it has entered into a letter of engagement with ATB Capital Markets Inc. (“ATB”) and Echelon Wealth Partners Inc. (“Echelon”) on behalf of a syndicate of underwriters (together, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase from the Company 31,250,000 units of the Company (the “Units”), on a “bought deal” basis, at a price per Unit of $0.48 (the “Issue Price”) for gross proceeds of approximately $15,000,000 (the “Offering”).

 

Each Unit will be comprised of one common share of the Company (a “Common Share”) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.58, for a period of 36 months following the closing of the Offering.

 

The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 15% of the Units at the Issue Price, exercisable in whole or in part, at any time on or prior to the date that is 30 days following the closing of the Offering. If this option is exercised in full, approximately $2,250,000 in additional proceeds will be raised pursuant to the Offering and the aggregate proceeds of the Offering will be approximately $17,250,000.

 

The Company intends to use the net proceeds of the Offering for opening new retail cannabis store locations, completing strategic acquisitions, general corporate and working capital purposes, and for such other purposes as to be described in the Prospectus (as defined below).

 

The closing date of the Offering is scheduled to be on or about February 23, 2021, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the applicable securities regulatory authorities and the TSX Venture Exchange (“TSXV”).

 

The Units will be offered by way of a short form prospectus (the “Prospectus”) to be filed in those provinces and territories of Canada as the Underwriters may designate (except Quebec) pursuant to National Instrument 44-101 – Short Form Prospectus Distributions and may be offered in the United States on a private placement basis pursuant to an appropriate exemption from the registration requirements under applicable U.S. law.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

 

ABOUT HIGH TIDE

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 69 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide's retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide's strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This news release contains “forward-looking statements”, within the meaning of applicable securities laws. Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, certain of which are beyond the control of High Tide. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward looking statements in this news release include, but are not limited to, statements with respect to (i) the anticipated timing of the closing of the Offering and the pricing thereof, (ii) the anticipated use of proceeds, and (iii) the receipt of regulatory approvals, including the approval of the TSXV. These statements are only predictions, and various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Readers are cautioned that the assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

 

Forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause actual results, forecasts or projections to differ materially from those anticipated in, or implied by, such forward-looking statements, including, but not limited to: (i) High Tide’s inability to complete the Offering on the terms and within the timelines anticipated, (ii) High Tide’s inability to obtain the required regulatory approvals to complete the Offering on the proposed terms and timeline, (iii) unanticipated developments in the general economic, financial market, legislative, regulatory, competitive and political conditions in which High Tide operates, (iv) increased competition and market volatility, (v) the occurrence of natural and unnatural catastrophic events and claims resulting from such events, and (vi) risks related to or arising from the COVID-19 pandemic, including a deterioration of general economic and market conditions. In addition, new factors emerge from time to time, and it is not possible for management of High Tide to predict all of those factors or to assess in advance the impact of each such factor on High Tide’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. The forward- looking statements in this news release are based on information currently available and what management of High Tide believes are reasonable assumptions. The purpose of such forward- looking statements is solely to provide readers with a description of the expectations of the management of High Tide as of the date hereof, and such forward-looking statements may not be appropriate for any other purpose.

 

Readers are cautioned not to place undue reliance on forward-looking information contained in this news release. Except as may be required by applicable securities laws, High Tide does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

 

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

 

CONTACT INFORMATION

 

High Tide Inc.

Vahan Ajamian

Vice President, Capital Markets

ir@hightideinc.com

Tel. 1 (403) 770-9435; extension 116

 

 

2

 

 

EXHIBIT 99.111

 

 

 

FOR IMMEDIATE RELEASE

 

High Tide Further Strengthens its Balance Sheet as Over $7 Million of Debentures Convert into Equity

 

Calgary, AB, February 1, 2021 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (TSXV: HITI) (OTCQB: HITIF) (FRA:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, is pleased to announce that during the first quarter of fiscal 2020 ending January 2021, various holders of convertible debentures, totaling $7,365,000 have converted their debt into common shares of High Tide in accordance with the terms of the various convertible debentures.

 

“Our balance sheet keeps getting stronger,” said Raj Grover, President and Chief Executive Officer of High Tide. “We announced on January 7, 2021, that a third lender agreed to amend an existing debt facility to extend the maturity date by more than a year and simultaneously lower the applicable interest rate, and that these transactions improved over $40 million in debt facilities. Today we are pleased to announce that an additional $7.4 million of debt has converted into common shares in yet another sign that the market is beginning to better appreciate the prospects of our business and our exciting growth ahead. In addition to having a lower overall debt load, these conversions should save the Company just under $900,000 in forgone interest costs.” added Mr. Grover.

 

ABOUT HIGH TIDE

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 69 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This news release contains “forward-looking statements”, within the meaning of applicable securities laws. These statements include, but are not limited to statements regarding the potential mineralization and resources, exploration results, and future plans and objectives. Generally, these 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 state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, use of proceeds,  level of activity, performance or achievements of High Tide to be materially different from those expressed or implied by such forward-looking statements, including but not limited to risks related to: risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the retail cannabis markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industries generally; income tax and regulatory matters; the ability of High Tide to implement its business strategy; competition; currency and interest rate fluctuations; the COVID-19 pandemic nationally and globally and the response of governments to the COVID-19 pandemic in respect of the operation of retail stores and other risks. Although management of High Tide has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.  There can be no assurance that such 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 to update any forward-looking statements that are incorporated by reference herein, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

 

CONTACT INFORMATION

 

High Tide Inc.
Vahan Ajamian

Vice President, Capital Markets

ir@hightideinc.com

Tel. 1 (403) 770-9435; extension 116

 

 

EXHIBIT 99.112

 

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

 

HIGH TIDE ANNOUNCES UPSIZED BOUGHT DEAL EQUITY FINANCING TO $20 MILLION

 

Calgary, AB, February 2, 2021 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (TSXV: HITI) (OTCQB: HITIF) (FRA:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, is pleased to announce that it has entered into an amended letter agreement with ATB Capital Markets Inc. (“ATB”) and Echelon Wealth Partners Inc. (“Echelon”), on behalf of a syndicate of underwriters (together, the “Underwriters”), to increase the size of the previously announced “bought deal” short-form prospectus offering of units of the Company (the “Units”), to 41,666,666 Units at a price of $0.48 per Unit (the “Issue Price”) for aggregate gross proceeds of approximately $20,000,000 (the “Offering”).

 

Each Unit will be comprised of one common share of the Company (a “Common Share”) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of

$0.58, for a period of 36 months following the closing of the Offering.

 

The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 15% of the Units at the Issue Price, exercisable in whole or in part, at any time on or prior to the date that is 30 days following the closing of the Offering. If this option is exercised in full, approximately $3,000,000 in additional proceeds will be raised pursuant to the Offering and the aggregate proceeds of the Offering will be approximately $23,000,000.

 

The Company intends to use the net proceeds of the Offering for opening new retail cannabis store locations, completing strategic acquisitions, general corporate and working capital purposes, and for such other purposes as to be described in the Prospectus (as defined below).

 

The closing date of the Offering is scheduled to be on or about February 23, 2021, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the applicable securities regulatory authorities and the TSX Venture Exchange (“TSXV”).

 

The Units will be offered by way of a short form prospectus (the “Prospectus”) to be filed in those provinces and territories of Canada as the Underwriters may designate (except Quebec) pursuant to National Instrument 44-101 – Short Form Prospectus Distributions and may be offered in the United States on a private placement basis pursuant to an appropriate exemption from the registration requirements under applicable U.S. law.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

 

 

 

 

ABOUT HIGH TIDE

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 69 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This news release contains “forward-looking statements”, within the meaning of applicable securities laws. Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, certain of which are beyond the control of High Tide. Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. In particular, forward looking statements in this news release include, but are not limited to, statements with respect to (i) the anticipated timing of the closing of the Offering and the pricing thereof, (ii) the anticipated use of proceeds, and (iii) the receipt of regulatory approvals, including the approval of the TSXV. These statements are only predictions, and various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Readers are cautioned that the assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

 

Forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause actual results, forecasts or projections to differ materially from those anticipated in, or implied by, such forward-looking statements, including, but not limited to: (i) High Tide’s inability to complete the Offering on the terms and within the timelines anticipated, (ii) High Tide’s inability to obtain the required regulatory approvals to complete the Offering on the proposed terms and timeline, (iii) unanticipated developments in the general economic, financial market, legislative, regulatory, competitive and political conditions in which High Tide operates, (iv) increased competition and market volatility, (v) the occurrence of natural and unnatural catastrophic events and claims resulting from such events, and (vi) risks related to or arising from the COVID-19 pandemic, including a deterioration of general economic and market conditions. In addition, new factors emerge from time to time, and it is not possible for management of High Tide to predict all of those factors or to assess in advance the impact of each such factor on High Tide’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. The forward- looking statements in this news release are based on information currently available and what management of High Tide believes are reasonable assumptions. The purpose of such forward- looking statements is solely to provide readers with a description of the expectations of the management of High Tide as of the date hereof, and such forward-looking statements may not be appropriate for any other purpose.

 

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Readers are cautioned not to place undue reliance on forward-looking information contained in this news release. Except as may be required by applicable securities laws, High Tide does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

 

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

 

CONTACT INFORMATION

 

High Tide Inc.

Vahan Ajamian

Vice President, Capital Markets ir@hightideinc.com

Tel. 1 (403) 770-9435; extension 116

 

 

3

 

EXHIBIT 99.113

 

   

 

Private & Confidential

 

February 2, 2021

 

High Tide Inc.

Unit #112, 11127 15th Street NE

Calgary, Alberta

K7R 3L2

 

Attention: Raj Grover, Chief Executive Officer

 

Re:            Amended and Restated Bought Deal Offering of Units

 

ATB Capital Markets Inc. (“ATB”) and Echelon Wealth Partners Inc. (“Echelon” and together with ATB, the “Lead Underwriters” “we” or “us”) hereby offers to purchase from treasury on a bought deal basis, 41,666,666 units (the “Offered Securities”) in the capital of High Tide Inc. (the “Company” or “you”) at a price of $0.48 per Offered Security (the “Offering Price”) for aggregate gross proceeds of approximately $20,000,000 (the “Offering”). Each Offered Security is comprised of one common share (a “Common Share”) and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a “Warrant”). Each Warrant will be exercisable to acquire one common share of the Company (a “Warrant Share”) for a period of three years following the Closing Date (as hereinafter defined) at an exercise price of $0.58 per Warrant Share, subject to adjustment in certain events

 

This amended and restated offer (the “Offer” or this “Agreement”), which shall supersede the executed agreement between the Company and the Lead Underwriters dated February 1, 2021, and the Offering are subject to the following terms and conditions, together with those set out in the Term Sheet (the “Term Sheet”) attached hereto as Schedule “A” which are incorporated by reference herein:

 

1. Offer. This Offer is open for acceptance until 8:45 a.m. (Toronto time) on February 2, 2021 unless otherwise extended or withdrawn by the Lead Underwriters.

 

2. Press Release. Upon acceptance of this Offer, you authorize the Lead Underwriters to issue a press release as set forth in Schedule “B” announcing the terms of this Offer and the Offering. If requested by us, the Company agrees to request to have the trading of its common shares on the TSX Venture Exchange (the “Exchange) halted upon reconfirmation of this Offer.

 

3. Underwriting Syndicate. This Offer is made on our behalf and on behalf of the following syndicate of underwriters (together with us, the “Underwriters”):

 

ATB (1)     42.5 %
Echelon (1)     42.5 %
Beacon Securities Limited     7.5 %
Desjardins Capital Markets     7.5 %

 

(1) 5% work fee payable to be allocated evenly among the Lead Underwriters.

 

Further, if any member of the syndicate declines its position in the Offer, the Lead Underwriters will have the right to purchase such declined allocation.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1
MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

   

 

4. Over-Allotment Option. You grant the Underwriters an option to cover any over-allotments and for market stabilization purposes (the “Over-Allotment Option”). The Over-Allotment Option will allow the Underwriters to purchase additional Offered Securities from the Company (the “Additional Securities”) equal to a further 15% of the number of Offered Securities sold pursuant to the Offering at the Offering Price, exercisable at any time up to 30 days after the Closing Date. The Over-Allotment Option may be exercisable by the Underwriters in respect of: (i) Offered Securities at the Offering price; or (ii) Common Shares (“Additional Shares”) at a price to be agreed to by the Company and the Lead Underwriters; or (iii) Warrants (“Additional Warrants”) at a price to be agreed to by the Company and the Lead Underwriters; or (iv) any combination of Additional Shares and/or Additional Warrants, so long as the aggregate number of Additional Shares and Additional Warrants which may be issued under the Over-Allotment Option does not exceed 6,249,999 Additional Shares and 3,124,999 Additional Warrants. In this Agreement, all references to the “Offered Securities” include any Additional Securities, Additional Shares and Additional Warrants, all references to the “Offering” include the Over-Allotment Option, and all references to the “Closing Date” include the closing date of the Over-Allotment Option, in each case, as the context may permit or require.

 

5. Fees. As compensation, you shall pay to us, a cash commission equal to 6.0% of the gross proceeds of the Offering, inclusive of the Over-Allotment Option (the “Underwriters’ Fee”) and shall issue warrants to us (the “Broker Warrants”), exercisable to acquire, within 36 months of the Closing Date, in the aggregate, Offered Securities equal to 6.0% of the number of Offered Securities sold under the Offering, inclusive of the Over-Allotment Option, at an exercise price equal to Offering Price. Notwithstanding the foregoing, any proceeds raised and received in the Offering from purchasers identified, sourced and secured by the Company and as set out in a president’s list (the “President’s List”), such list of purchasers to be mutually agreed upon by the Company and the Lead Underwriters in writing in advance of the Closing Date and representing up to $3.0 million of the Offering, shall be subject to a reduced Underwriters’ Fee equal to 3.0% of the gross proceeds raised and received from such purchasers on the President’s List and the Underwriters shall receive on the Closing Date a number of Broker Warrants equal to 3.0% of the aggregate number of Offered Securities sold to such purchasers.

 

6. Closing. The closing of the Offering will take place electronically at 8:00 a.m. (Toronto time) (the “Closing Time”) at the offices of counsel to the Company in Toronto, Ontario on February 23, 2021 (the “Closing Date”), or such other date as you and the Lead Underwriters agree to in writing, at which time delivery of the Offered Securities will be made, and the commissions and costs and expenses of the Underwriters (including the expenses of counsel to the Underwriters) will be paid, to the Lead Underwriters against delivery to you of the gross proceeds of the Offering. If the Over-Allotment Option is exercised, delivery of the Additional Securities will be made, and additional commissions and costs and expenses of the Underwriters (including the expenses of counsel to the Underwriters) will be paid, to the Lead Underwriters against payment of the gross proceeds from the sale of such Additional Securities.

 

7. Marketing Materials. You agree to approve, file and deliver, as applicable, in a timely manner, any “marketing materials” we may propose to use in connection with the Offering, and incorporate by reference such materials into the Final Prospectus (as defined below), all in accordance with National Instrument 41-101 General Prospectus Requirements with all “comparables” and all disclosure relating to such “comparables removed to the fullest extent permitted). For the purpose of this paragraph, “comparables” and “marketing materials” have the meaning ascribed to such terms in National Instrument 44-101 Short Form Prospectus Distributions.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1
MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

  - 2  

 

8. Prospectus. The Company will prepare and file a preliminary short form prospectus (the “Preliminary Prospectus”) to qualify the distribution of the Offered Securities in each of the provinces and territories of Canada, other than Quebec (the “Qualifying Jurisdictions”) pursuant to National Instrument 44-101 Short Form Prospectus Distributions as soon as is possible and, in any event, not later than 5:00 p.m. (Toronto time) on February 5, 2021 and obtain a receipt in respect of the Preliminary Prospectus from the Alberta Securities Commission as the principal regulator (the “Principal Regulator”) as soon as is possible and, in any event, not later than 5:00 p.m. (Toronto time) on February 5, 2021.

 

9. Final Prospectus. As soon as possible after all comments have been resolved with respect to the Preliminary Prospectus, the Company will prepare and file a final short form prospectus (the “Final Prospectus”) and obtain a receipt in respect of the Final Prospectus from the Principal Regulator for all Qualifying Jurisdictions following clearance by the Principal Regulator of the Final Prospectus, and in any event by no later than 5:00 p.m. (Toronto time) on February 12, 2021, or such later date as may be agreed to in writing by the Lead Underwriters. The Company shall also prepare, file and obtain a receipt for any amendment or supplement to the Preliminary Prospectus or Final Prospectus as required by applicable law.

 

10. Preparation of Prospectuses. Prior to the filing of the Preliminary Prospectus or the Final Prospectus or any amendment or supplement to the Preliminary or Final Prospectus (each a “Prospectus”), you will allow the Underwriters and their counsel to participate fully in the preparation of, approve the form of, and review all documents incorporated by reference in, any such Prospectus, and any other offering document used in connection with the Offering, and to conduct all due diligence investigations which may be considered advisable or necessary to fulfill our obligations as underwriters under applicable law. You will also participate in one or more oral due diligence sessions. Each Prospectus shall be in form and substance satisfactory to the Underwriters, acting reasonably, and in compliance with applicable law.

 

11. Due Diligence. You will make available to the Underwriters, on a timely basis, all books and records including all corporate, financial, property, intellectual property, legal and operational information and documentation of the Company, and will provide access to all facilities, properties, employees, auditors, legal counsel, consultants or other experts, to permit the Underwriters and their legal counsel and other advisers to conduct their due diligence investigations of the business and affairs of the Company and its subsidiaries (or proposed subsidiaries), and will assist the Underwriters in sourcing any other information useful and necessary to conducting such due diligence.

 

12. U.S. Sales. The Offered Securities will not be offered or sold in the United States or to, or for the account of, United States persons except to selected accredited investors (as defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933 and/or to qualified institutional investors (as defined in Rule 144A of the United States Securities Act of 1933). The Offered Securities may also be sold to investors resident in jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.

 

13. Conditions of Offer. This Offer and completion of the Offering is conditional upon, among other things, (i) you and the Underwriters entering into an underwriting agreement (the “Underwriting Agreement”) in a form satisfactory to each party to this Offer, which will incorporate the terms of this Agreement and supersede this Offer in its entirety and shall contain representations, warranties and covenants, conditions (including, without limitation, the delivery of customary legal opinions of Canadian counsel and U.S. counsel and delivery by the auditors of the Company to the Underwriters of customary “comfort letters” prior to the execution of the Underwriting Agreement and on the Closing Date), provisions for payment or reimbursement of expenses, indemnities (substantially on the terms of the indemnity set out in Schedule “D” to this Agreement) and customary termination provisions (including “material change out”, “disaster out”, “regulatory proceeding out” and other termination provisions that, in each case, are standard for an agreement of this type, substantially on the terms set out in Schedule “C” to this Offer, which are also conditions to this Offer and which schedule is incorporated by reference in, and forms part of, this Offer), (ii) satisfactory completion of our due diligence investigations, (iii) Exchange approval of the listing of the Common Shares comprising the Offered Securities, the Common Shares issuable upon the exercise of the Warrants, and the Common Shares issuable pursuant to exercise of the Broker Warrants (the Company will use commercially reasonable efforts to obtain a listing of the Warrants on the Exchange prior to the Closing Date), (iv) the execution and delivery by the Company of such other documents and opinions as we and our counsel may reasonably require, and (v) receipt of all required regulatory approvals.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1
MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

  - 3  

 

 

14. Accuracy of Information. In carrying out our responsibilities under this Agreement, we will necessarily rely on information prepared or supplied by you and other sources believed by us to be reliable and will apply reasonable standards of diligence to any work which we perform under this Agreement in the nature of an assessment or review of data or other information. However, we will be entitled to rely on, and are under no obligation to verify, the accuracy or completeness of such information and under no circumstances will we be liable to you for any damages arising out of the inaccuracy or incompleteness of any such information, except as required by law. You hereby represent and warrant to us that all information and documentation concerning the Company, the Offering, and the Offered Securities that is provided by you in connection with this Agreement will be accurate, complete and not misleading and will not omit to state any fact or information which would be material to an underwriter performing the services contemplated in this Agreement or to a prospective purchaser of the Offered Securities. You will bear sole responsibility for the accuracy and completeness of all information and documentation used in connection with the Offering, except any portions thereof that are provided by us and publicly disclosed by us or with our prior written consent.

 

15. Lock-Up. You agree not to directly or indirectly issue any Common Shares or equity securities or other financial instruments convertible into or having the right to acquire Common Shares (other than pursuant to (a) the Over-Allotment Option or (b) rights or obligations under securities or instruments outstanding) or enter into any agreement or arrangement under which you acquire or transfer to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether that agreement or arrangement may be settled by the delivery of Common Shares or other securities or cash, or agree to become bound to do so, or disclose to the public any intention to do so, for a period from today until 90 days following the Closing Date without our prior written consent, which consent will not be unreasonably withheld; provided that nothing herein shall prevent or restrict the Company from issuing, or agreeing to issue any of its Common Shares or securities or other financial instruments convertible into or having the right to acquire its Common Shares (i) as consideration in connection with an acquisition of assets or of a business or entity, a consolidation, merger, combination or plan of arrangement, or a transaction or series of transactions entered into in response to an unsolicited bid by a third party to engage in any of the foregoing transactions (it being understood that, for the avoidance of doubt, the Company shall be entitled to rely on this subparagraph (i) in order to issue Common Shares in connection with the Company’s proposed acquisition of Smoke Cartel, Inc.), (ii) under any of the Company’s equity-based compensation plans outstanding on, or as proposed to be adopted as of, the date hereof (which shall include, for the avoidance of doubt, an aggregate of up to 5,000,000 incentive stock options (“Options”), or restricted share units (“RSUs”), or a combination of Options and RSUs, proposed to be issued by the Company following the date hereof and on or before the Closing Date), (iii) pursuant to rights or obligations under securities or instruments outstanding on the date hereof or issued as permitted by (i) or (ii) above, (iv) in settlement of outstanding indebtedness of the Company to arm’s length third parties (which shall include, the issuance of Common Shares in settlement of principal and interest payable on the outstanding debt instruments of the Company), subject to a maximum of $2.0 million for the settlement of principal and interest payable of such outstanding indebtedness at currently prevailing conversion prices, or (v) on exercise of outstanding Warrants. In addition, all “reporting insiders” (as defined in National Instrument 55-104 – Insider Reporting Requirements and Exemptions) of the Company will also agree, prior to closing, not to sell, or agree to sell (or announce any intention to do so), any Common Shares or equity securities of the Company or securities exchangeable or convertible into Common Shares of the Company for a period of 90 days from the Closing Date without our prior written consent, which consent will not be unreasonably withheld.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1
MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

  - 4  

 

16. Expenses. Whether or not the Offering is completed, you shall be responsible for all reasonable expenses of the Offering, including but not limited to: fees and disbursements of accountants and auditors, technical consultants, translators and other applicable experts; all costs and expenses related to roadshows and marketing activities, printing, filing, distribution, stock exchange approval and other regulatory compliance; other reasonable out-of-pocket expenses of the Underwriters (including but not limited to travel expenses in connection with due diligence and marketing activities, and fees and disbursements of the Underwriters’ legal counsel, up to a maximum of $125,000, in respect of fees of the Underwriters’ legal counsel, excluding fees of any U.S. counsel to the Underwriters and all taxes and disbursements on such fees); and including any such expenses incurred prior to the date first written above and all taxes payable in respect of any of the foregoing. All such fees, disbursements and expenses shall be payable by you immediately upon receiving an invoice therefore from the Underwriters.

 

17. Affiliates and Other Services. In performing its responsibilities under this Agreement, we may use the services of our affiliates, provided that (i) we provide the Company of reasonable advanced notice as to the identity of such affiliate(s), and (ii) we will be responsible for ensuring that such affiliates comply with the terms of this Agreement. For the purposes of this Agreement and the Indemnity (as defined below), the terms “ATB”, “Lead Underwriters”, “Underwriters”, “us”, “we”, “our” and like expressions will include such affiliates. ATB is a subsidiary of ATB Financial, a full-service deposit taking institution who may, now or in the future, be a provider of credit facilities or other financial services to the Company or others. You acknowledge that: (i) we act as a trader of, and dealer in, securities both as principal and on behalf of our clients and, as such, we may have had, and may in the future have, long or short positions in the securities of one or more of the parties to the Offering or any of their respective related entities and, from time to time, may have executed or may execute transactions on behalf of such persons, (ii) we conduct research on securities and may, in the ordinary course of business, provide research reports and investment advice to our clients on investment matters, including with respect to any such person and/or Offering, and (iii) we may, in the ordinary course of business, extend loans or provide other financial services to any such person (collectively, the “Services”). You agree not to seek to restrict or challenge our ability to conduct any Service that is not directly related to the Offering or ATB Financial’s ability to act as a lender or financial services provider in the ordinary course of its operations. Although information may be acquired by us in the course of (i) providing the Services to parties other than you, (ii) engaging in any transaction (on our own account or otherwise), or (iii) otherwise carrying out our business, we do not have any obligation to disclose such information, or the fact that we are in possession of such information, to you or to use such information for your benefit. In addition, we may have (x) fiduciary or other relationships whereby such party may exercise voting power over securities of various persons, which securities may from time to time include securities of the Company and (y) commercial relationships (including acting as a vendor or customer) with you. You acknowledge that we may exercise such powers and otherwise perform such functions in connection with such fiduciary, commercial or other relationships without regard to our relationship to you under this Agreement. In addition, subject to the confidentiality agreements entered into between you and us, you acknowledge that neither this engagement nor the receipt by us of confidential information nor any other matter shall restrict or prevent us from undertaking any business activity, acting on our own account, or acting on behalf of, or providing any Services to, other customers and we may undertake any business activity or provide any Services without further notification to you.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1
MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

  - 5  

 

18. Use of Advice. You acknowledge and agree that all written and oral opinions, advice, analysis and materials provided by us in connection with our engagement under this Offer are intended solely for your benefit (including the benefit of your board of directors and officers) and for your internal use only and for your directors’ and officers’ use only when acting on behalf of the Company in considering the Offering (and not in any other capacity). No such opinion, advice or material will be used for any other purpose whatsoever or reproduced, disseminated, quoted from or referred to in whole or in part at any time, in any manner or for any purpose, without our prior written consent in each specific circumstance. Any advice or opinions given by us under this Offer will be made subject to, and will be based upon, such assumptions, limitations, qualifications and reservations as we deem in the exercise of our professional judgement to be necessary or prudent in the circumstances. We expressly disclaim any liability or responsibility by reason of any unauthorized use, publication, distribution of or reference to any oral or written opinions or advice or materials provided by us or any unauthorized reference to us or this engagement. This Offer and its terms are confidential and may not be publicly disclosed, referred to or provided to any third party by you or any of your officers, directors, employees, consultants or affiliates, without our prior written consent in each specific instance.

 

19. Indemnity. You agree to indemnify the Lead Underwriters and every other “Indemnified Person” as provided for in Schedule “D” to this Agreement (the “Indemnity”), which forms part of this Offer and the consideration for which is the entering into of this Offer.

 

20. Term and Termination. All terms and condition of the agreement resulting from your acceptance of this Offer should be construed as conditions, and any breach or failure to comply in all material respects with any such terms and conditions shall entitle us to terminate this Offer and our obligation to purchase the Offered Securities by notice in writing to that effect given to you at or prior to the Closing Time. We shall also be entitled to terminate this Offer pursuant to any of the termination provisions set forth in Schedule “C”. In the event of the termination of this Offer or any non-completion or withdrawal of this engagement prior to the execution and delivery of the Underwriting Agreement, the obligations set out in paragraphs 14, 16 through 26 and in Schedule “D” to this Offer shall survive for a period of two (2) years.

 

21. Confidentiality. We will keep strictly confidential and will use only for the purpose of performing our obligations hereunder all confidential information, whether written or oral, provided by the Company, its agents and advisors in connection with our work hereunder, except information that: (a) is or becomes generally available to the public (other than as a result of disclosure by us), (b) was in our possession on a non-confidential basis prior to its disclosure by the Company, (c) becomes available to us on a non-confidential basis from a person other than the Company who, to our knowledge, is not prohibited from transferring such information to us, (d) the Company agrees may be disclosed or (e) we are requested pursuant to, or required by, law, regulation, legal process or regulatory or self-regulatory authority to disclose (in which case they will provide the Company with prompt notice of such request or requirement where legally permissible so that the Company may seek an appropriate protective order or waive compliance with this requirement). Nothing in this Agreement precludes us or our affiliates from using or disclosing any confidential information in connection with any suit, action or proceeding for the purpose of defending itself, reducing its liability or protecting or exercising any of its rights, remedies or interests. The obligations imposed on us by this section will expire two years from the date hereof.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1
MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

  - 6  

 

22. Representations and Warranties. You represent and warrant to us, acknowledging that we are relying upon such representation and warranty, that:

 

(a) the Company is an eligible short-form issuer in each of the Qualifying Jurisdictions; (ii) it is a reporting issuer not in default of securities laws in each of those jurisdictions; (iii) there are no material facts required to be disclosed by the Company pursuant to securities laws which are not in the public record except for the Offering; and (iv) the information available on the Company’s profile at www.sedar.com was accurate and complete on the date of filing such information and such information does not contain a misrepresentation;

 

(b) you will comply with all applicable laws, regulations and policies, whether domestic, foreign, national, federal, provincial, state or otherwise, including the rules of the Exchange, applicable to the Offering and the offer and sale of the Offered Securities and will retain, if required by us and subject to our reasonable approval, legal, accounting, tax and other applicable advisors or experts to work with us in effecting the Offering;

 

(c) you have the requisite corporate power, authority and capacity to enter into and perform your obligations under this Offer, and that you are party to or otherwise bound by any instrument or agreement which restricts or otherwise conflicts with the performance by you of your obligations under this Offer; and

 

(d) as soon as practicable following the acceptance of this Offer by the Company, the Company will apply to the Exchange for the listing of the Common Shares comprising the Offered Securities, the Common Shares issuable upon the exercise of the Warrants, the Common Shares issuable pursuant to exercise of the Broker Warrants, and the Warrants and obtain or use best efforts to obtain all other necessary regulatory and other consents and approvals required in connection with the Offering. Listing will be subject to fullfilling all the listing requirement of the Exchange, including distribution of the Warrants to a minimum number of public security holders.

 

23. Notices. Any notice or other communication required or permitted to be given under this Agreement will be in writing and will be delivered to the address of the party on the first page of this Agreement: (i) in the case of the Company, to the attention of Raj Grover, Chief Executive Officer, Email: raj@hightideinc.com; (ii) in the case of ATB, to the attention of Adam Carlson, Managing Director, Email: acarlson@atb.com and (iii) in the case of Echelon, to the attention of Peter Graham, Managing Director, Email: pgraham@echelonpartners.com. The parties may change their respective addresses for notices by notice given in the manner set out above. Any notice or other communication will be in writing, and unless delivered personally to the addressee or to a responsible officer of the addressee, as applicable, will be given by telecopy or email and will be deemed to have been given when (i) in the case of a notice delivered personally to a responsible officer of the addressee, when so delivered; (ii) in the case of a notice delivered or given by telecopy, on the first business day following the day on which it is sent; and (iii) in the case of a notice delivered or given by email, on the first business day following the day on which it is acknowledged as having been received by the intended recipient.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1
MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

  - 7  

 

24. Several and Not Joint. The covenants, liabilities and obligations on the part of ATB and Echelon shall be deemed to be several and not joint, of such entities, and neither ATB nor Echelon will be liable in any manner whatsoever for any act or ommission of the other.

 

25. Miscellaneous Terms

 

(a) Each party to this Offer is entering into this Offer as an independent contractor. Nothing in this Offer is intended to: (a) create any partnership, joint venture or fiduciary relationship of any kind whatsoever; or (b) benefit any third parties or create any obligations to any third parties, except for the Indemnity, which is intended to benefit all Indemnified Parties. This Offer, including all schedules to this Offer, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties with respect to such subject matter. This Offer may only be amended, supplemented, or otherwise modified by written agreement signed by all of the parties.

 

(b) This Offer, including the Indemnity, will enure to the benefit of and be binding upon the respective successors and assigns of the parties to this Offer and of the Indemnified Parties, provided that no party may assign this Offer or any rights or obligations under this Offer, in whole or in part, without the prior written consent of every other party.

 

(c) No waiver of any provision of this Offer will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the party to be bound by the waiver. A party’s failure or delay in exercising any right under this Offer will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a party from any other or further exercise of that right or the exercise of any other right it may have.

 

(d) If any provision of this Offer is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Offer and the remaining provisions will remain in full force and effect.

 

(e) To the extent any fees, expenses or other amounts payable under this Agreement are subject to harmonized sales tax, goods and services tax and/or provincial sales tax, you will pay an additional amount equal to the amount of any applicable tax, which will be payable to us at the same times as such fees, expenses or other amounts are payable.

 

(f) Unless indicated otherwise, all references to currency are in Canadian dollars.

 

(g) Time shall be of the essence with respect to this Offer.

 

26. Governing law. This Agreement is made pursuant to and will be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and the parties submit to the non-exclusive jurisdiction of the courts of the Province of Ontario.

 

27. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of this Agreement.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1
MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

  - 8  

 

Should you wish to accept this Offer, please sign and return one copy of this letter to our attention by no later than 8:45 p.m. (Toronto time) on February 2, 2021.

 

Yours truly,

 

 

ATB CAPITAL MARKETS INC.   ECHELON WEALTH PARTNERS INC.
         
Per:     Per:  
 

Adam Carlson

Managing Director

   

Peter Graham

Managing Director

 

Accepted this 2nd day of February, 2021.

 

HIGH TIDE INC.  
     
Per:    
 

Raj Grover

Chief Executive Officer

 

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1
MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

  - 9  

 

   

 

SCHEDULE “A”

 

Amended And Restated Term Sheet

 

 

 

$15,000,000 BOUGHT DEAL OFFERING OF UNITS

February 2, 2021

 

 

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces and territories of Canada, except Quebec.

 

Copies of the preliminary prospectus may be obtained from ATB Capital Markets Inc. or Echelon Wealth Partners Inc. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

 

There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

 

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

 

Issuer:

High Tide Inc. (the “Company”)

   
Size of Issue:

Approximately $20,000,000 (the “Offering”) with an additional 15% over-allotment option.

   
Issued Securities:

Treasury offering of 41,666,666 units of the Company (each a “Unit”).

 

Each Unit consisting of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”).

   
Issue Price:

$0.48 per Unit (the “Issue Price”).

   
Warrants:

Each Warrant shall entitle the holder to purchase one Common Share at $0.58 per Common Share at any time on or before the date which is 36 months after the Closing Date.

   
Over-Allotment Option:

The Underwriters will have an option, exercisable in whole or in part at any time up to 30 days following the Closing Date (as defined below), to purchase up to an additional 15% of the Units at the Issue Price (which may be comprised of the acquisition of additional Units, Common Shares and/or Warrants), to cover over-allotments (if any) and for market stabilization purposes.

   
Form of Underwriting:

“Bought Deal” offering by way of a short form prospectus, subject to a mutually acceptable underwriting agreement containing the industry standard “Disaster Out”, “Regulatory Out”, “Material Adverse Change Out” and “Breach of Agreement Out” clauses running until the Closing Date.

   
Jurisdictions:

All provinces and territories of Canada, except Quebec, and in the United States by way of private placement to select accredited investors and/or to qualified institutional investors and outside of Canada and the United States on a private placement or equivalent basis.

   
Use of Proceeds:

The net proceeds of the Offering will be used for opening new retail cannabis store locations, completing strategic acquisitions, general corporate and working capital purposes, and for such other purposes as to be described in the preliminary short form prospectus.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1
MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

   

 

Listing:

Prior to the Closing Date, the Company will obtain all necessary regulatory and exchange approvals to list the Common Shares on the TSX Venture Exchange (“TSXV”) and make an application to list the Warrants, on a best efforts basis, on the TSXV. Listing will be subject to fulfilling all the listing requirements of the TSXV, including distribution of the Warrants to a minimum number of public security holders.

   

Eligibility:

Eligible for RRSPs, RESPs, RRIFs, RDSPs, TFSAs and DPSPs.

   
Bookrunners: ATB Capital Markets Inc. (“ATB”) and Echelon Wealth Partners Inc. (“EWP”, and together with ATB, the “Bookrunners”).
   
Underwriters’ Fees: Cash commission equal to 6.0% of the gross proceeds of the Offering (including the Over-Allotment Option) plus non-transferable broker warrants (the “Broker Warrants”) to purchase up to 6.0% of the number of Units sold in the Offering (including the Over-Allotment Option). Each Broker Warrant shall entitle the holder to purchase one Unit at the Issue Price at any time on or before the date on which is 36 months after the Closing Date. Notwithstanding the foregoing, any proceeds raised and received in the Offering from purchasers set out in a president’s list (the “President’s List”) representing up to $3.0 million of the Offering, shall be subject to a reduced cash commission equal to 3.0% and a number of Broker Warrants equal to 3.0% of the aggregate number of Units sold to such purchasers.
   
Closing Date: On or about February 23, 2021 or such other date as the Company and the Bookrunners mutually agree in writing (the “Closing Date”).
   

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1
MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

  - 2  

 

   

 

SCHEDULE “B”

FORM OF PRESS RELEASE

 

 

 

 

[Insert Upsized Press Release Once Finalized]

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1
MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

   

 

   

 

SCHEDULE “C”

TERMINATION PROVISIONS

 

The Underwriters may terminate their obligations under the engagement letter to which this Schedule “C” is attached by written notice to the Company on or before the Closing Time in the following circumstances:

 

1. Material Change. There shall occur or come into effect any material change in the business, affairs or financial condition or financial prospects of the Company or its subsidiaries taken as a whole or any change in any material fact, or there should be discovered any previously undisclosed material fact which, in each case, in the reasonable opinion of the Underwriters, has or could reasonably be expected to have a significant effect on the market price or value or marketability of the Offered Securities.

 

2. Disaster Out. There should develop, occur or come into effect or existence any event, action, state, condition or occurrence of any nature (including without limitation, terrorism, accident or major financial, political or economic occurrence of national or international consequence or a new or change in any law or regulation or a material escalation in the severity of the COVID-19 pandemic within Canada or the U.S., as compared to the severity of the COVID-19 pandemic within Canada or the U.S. as at the date hereof) which, in the reasonable opinion of the Underwriters, materially adversely affects or involves, or may materially adversely affect or involve, the financial markets in Canada or the U.S. or the business, operations or affairs of the Company or the marketability of the Offered Securities.

 

3. Regulatory Proceedings. Any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order is made or issued under or pursuant to any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including without limitation the Exchange or any securities regulatory authority) or there is a change in any law, rule or regulation, or the interpretation or administration thereof, which, in the reasonable opinion of the Underwriters, operates to prevent, restrict or otherwise materially adversely effect the distribution or trading of the Offered Securities or any other securities of the Company, to cease or suspend trading in the Offered Securities, or to otherwise prohibit or restrict in any manner the distribution or trading of the Offered Securities.

 

4. Breach. The Company is in breach of any term, condition or covenant of this Offer or any representation or warranty given by the Company becomes or is false.

 

5. Final Receipt. A receipt for the Final Prospectus has not been issued by the Principal Regulator by 5:00 p.m. (Toronto time), on Tuesday, February 16, 2021, unless the Principal Regulator provides assurance that the Offering may proceed even if the receipt is provided at a later date, provided further that, if a receipt for the Final Prospectus has not been issued by the Principal Regulator by 5:00pm (Toronto time), on Thursday, February 18, 2021, then the Underwriters may terminate their obligations.

 

6. Mutual Termination: The Company and each of the Underwriters agree in writing to terminate this Offer.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1
MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

   

 

   

 

SCHEDULE “D”

INDEMNITY

 

In consideration for ATB Capital Markets Inc. (“ATB”) and Echelon Wealth Partners Inc. (“Echelon”) accepting the engagement (the “Engagement”) pursuant to the engagement letter dated February 2, 2021 (the “Offer”) to which this Schedule “D” is attached, High Tide Inc., its subsidiaries and affiliates (collectively, the “Indemnitor”) agree to indemnify and hold harmless ATB and Echelon, each of their respective subsidiaries and affiliates (in the case of ATB, including, but not limited to, ATB Financial) and each of their respective directors, officers, employees, partners, agents, shareholders, each other person, if any, controlling ATB or Echelon, or any of their respective subsidiaries and affiliates (collectively, the “Indemnified Parties” and individually, an “Indemnified Party”), from and against any and all losses, expenses, claims (including shareholder actions, derivative or otherwise), actions, damages and liabilities, joint or several, including without limitation the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of their counsel (collectively, the “Losses”) that may be suffered by, imposed upon or asserted against an Indemnified Party as a result of, in respect of, connected with or arising out of any action, suit, proceeding, investigation or claim that may be made or threatened by any person or in enforcing this indemnity (collectively the “Claims”) insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the Engagement, whether performed before or after the Indemnitor execution of the Offer. The Indemnitor agree to waive any right the Indemnitor may have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity. The Indemnitor also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Indemnitor or any person asserting Claims on behalf of or in right of the Indemnitor for or in connection with the Engagement (whether performed before or after the Indemnitor execution of the Offer). The Indemnitor will not, without the prior written consent of ATB and Echelon settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Claim in respect of which indemnification may be sought under this indemnity (whether or not any Indemnified Party is a party to such Claim) unless the Indemnitor has acknowledged in writing that the Indemnified Parties are entitled to be indemnified in respect of such Claim and such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such Claim without any admission of negligence, misconduct, liability or responsibility by or on behalf of any Indemnified Party.

 

Promptly after receiving notice of a Claim against ATB, Echelon or any other Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, ATB, Echelon or any such other Indemnified Party will notify the Indemnitor in writing of the particulars thereof, provided that the omission to so notify the Indemnitor shall not relieve the Indemnitor of any liability which the Indemnitor may have to any Indemnified Party, except and only to the extent that any such delay in or failure to give notice as required prejudices the defense of such Claim or results in any material increase in the liability which the Indemnitor has under this indemnity.

 

The Indemnitor shall have 14 days after receipt of the notice to undertake, conduct and control, through counsel of their own choosing and at their own expense, the settlement or defense of the Claim. If an Indemnitor undertakes, conducts or controls the settlement or defense of the Claim, the relevant Indemnified Parties shall have the right to participate in the settlement or defense of the Claim.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1
MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

   

 

The Indemnitor also agrees to reimburse each Indemnified Party and for the time spent them and their personnel in connection with any Claim at their normal per diem rates. An Indemnified Party may retain counsel to separately represent it in the defense of a Claim, which shall be at the Indemnitor expense if (i) the Indemnitor does not promptly assume the defense of the Claim no later than 14 days after receiving actual notice of the Claim (as set forth above), (ii) the Indemnitor agree to separate representation, or (iii) the Indemnified Party is advised by counsel that there is an actual or potential conflict in the Indemnitor and the Indemnified Party’s respective interests or additional defenses are available to the Indemnified Party which makes representation by the same counsel inappropriate.

 

The foregoing indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable has determined that such Losses to which the Indemnified Party may be subject were caused by or resulted solely from the fraud, gross negligence, intentional fault or willful misconduct of the Indemnified Party.

 

If for any reason the foregoing indemnity is unavailable (other than in accordance with the terms hereof) to ATB, Echelon or any other Indemnified Party or insufficient to hold ATB, Echelon or any other Indemnified Party harmless in respect of a Claim, the Indemnitor shall contribute to the amount paid or payable by ATB, Echelon or the other Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and ATB, Echelon or any other Indemnified Party on the other hand but also the relative fault of the Indemnitor, ATB, Echelon or any other Indemnified Party as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by ATB, Echelon or any other Indemnified Party as a result of such Claim any excess of such amount over the amount of the fees received by ATB or Echelon under the Offer.

 

The Indemnitor hereby constitute ATB and Echelon as trustee for each of the other Indemnified Parties of the Indemnitor covenants under this indemnity with respect to those persons and ATB and Echelon agree to accept that trust and to hold and enforce those covenants on behalf of those persons.

 

The obligations of the Indemnitor hereunder are in addition to any liabilities which the Indemnitor may otherwise have to ATB, Echelon or any other Indemnified Party.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1
MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

  - 2  

EXHIBIT 99.114

 

 

Suite 380 – 1100 Melville Street · Vancouver, B.C. · Canada · V6E 4A6
Tel: (604) 609-0244 · Fax: (604) 609-0233

E-Mail: office@newsfilecorp.com · Web: www.newsfilecorp.com

 

 

February 2, 2021

 

CSA SECRETARIAT

Tour de la Bourse

800, Square Victoria

Suite 2510

Montreal Quebec H4Z 1J2

 

Dear Sir,

 

RE: SEDAR Filings for High Tide Inc.

Project #s: 02856336, 02859471, 02859473, 02859478, 02859479, 02896201, 02896202,

02896203, 02938536, 03024128, 03024129, 03024130, 03079148, and 03089673

 

This submission adds all provinces and territories except Quebec (Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut) as recipient agencies.

 

Yours truly,

 

Newsfile Corp.

 

“Bill Batiuk”

 

W.D. Batiuk
President

 

       
Toronto: Suite 601 Vancouver: Suite 380
  15 Toronto Street   1100 Melville Street
  Toronto, ON · Canada   Vancouver, B.C. · Canada
  M5C 2E3   V6E 4A6
  Tel: 416-806-1750   Tel: (604) 609-0244

EXHIBIT 99.115

 

 

February 2, 2021

 

VIA SEDAR

 

The Manitoba Securities Commission

Financial and Consumer Services Commission (New Brunswick)

Nova Scotia Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

Office of the Superintendent of Securities, Newfoundland and Labrador

Office of the Superintendent of Securities for Prince Edward Island

Office of the Superintendent of Securities, the Northwest Territories

Office of the Superintendent of Securities (Nunavut)

Office of the Yukon Superintendent of Securities

 

Dear Mesdames/Sirs:

 

Re: High Tide Inc.

 

On behalf of High Tide Inc., each of Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut has been added as recipient agency to this filing.

 

If you have any questions or comments, please do not hesitate to contact the undersigned.

 

Yours very truly,
Garfinkle Biderman LLP

 

Jaanam Mahboobani

 

Jaanam Mahboobani

JM

Encls.

 

Garfinkle | Biderman LLP Tel | 416.869.1234  
Dynamic Funds Tower, Suite 801, 1 Adelaide Street East, Toronto, ON M5C 2V9 Fax | 416.869.0547 www.garfinkle.com

EXHIBIT 99.116

 

 

Term Sheet

 

 

$15,000,000 BOUGHT DEAL OFFERING OF UNITS
February 1, 2021

 

 

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces and territories of Canada, except Quebec.

 

Copies of the preliminary prospectus may be obtained from ATB Capital Markets Inc. or Echelon Wealth Partners Inc. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

 

There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

 

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

 

Issuer: High Tide Inc. (the “Company”)
   
Size of Issue: $15,000,000 (the “Offering”) with an additional 15% over-allotment option.
   
Issued Securities:

Treasury offering of 31,250,000 Units of the Company (each a “Unit”).

 

Each Unit consisting of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”).

 

Issue Price: $0.48 per Unit (the “Issue Price”).
   
Warrants: Each Warrant shall entitle the holder to purchase one Common Share at $0.58 per Common Share at any time on or before the date which is 36 months after the Closing Date.
   
Over-Allotment Option: The Underwriters will have an option, exercisable in whole or in part at any time up to 30 days following the Closing Date (as defined below), to purchase up to an additional 15% of the Units at the Issue Price (which may be comprised of the acquisition of additional Units, Common Shares and/or Warrants), to cover over-allotments (if any) and for market stabilization purposes.
   
Form of Underwriting: “Bought Deal” offering by way of a short form prospectus, subject to a mutually acceptable underwriting agreement containing the industry standard “Disaster Out”, “Regulatory Out”, “Material Adverse Change Out” and “Breach of Agreement Out” clauses running until the Closing Date.  
   
Jurisdictions: All provinces and territories of Canada, except Quebec, and in the United States by way of private placement to select accredited investors and/or to qualified institutional investors and outside of Canada and the United States on a private placement or equivalent basis.
   
Use of Proceeds: The net proceeds of the Offering will be used for opening new retail cannabis store locations, completing strategic acquisitions, general corporate and working capital purposes, and for such other purposes as to be described in the preliminary short form prospectus.
   
Listing: Prior to the Closing Date, the Company will obtain all necessary regulatory and exchange approvals to list the Common Shares on the TSX Venture Exchange (“TSXV”) and make an application to list the Warrants, on a best efforts basis, on the TSXV. Listing will be subject to fulfilling all the listing requirements of the TSXV, including distribution of the Warrants to a minimum number of public security holders.

 

 

 

Eligibility: Eligible for RRSPs, RESPs, RRIFs, RDSPs, TFSAs and DPSPs.
   
Bookrunners: ATB Capital Markets Inc. (“ATB”) and Echelon Wealth Partners Inc. (“EWP”, and together with ATB, the “Bookrunners”).
   
Underwriters’ Fees: Cash commission equal to 6.0% of the gross proceeds of the Offering (including the Over-Allotment Option) plus non-transferable broker warrants (the “Broker Warrants”) to purchase up to 6.0% of the number of Units sold in the Offering (including the Over-Allotment Option). Each Broker Warrant shall entitle the holder to purchase one Unit at the Issue Price at any time on or before the date on which is 36 months after the Closing Date. Notwithstanding the foregoing, any proceeds raised and received in the Offering from purchasers set out in a president’s list (the “President’s List”) representing up to $3.0 million of the Offering, shall be subject to a reduced cash commission equal to 3.0% and a number of Broker Warrants equal to 3.0% of the aggregate number of Units sold to such purchasers.
   
Closing Date: On or about February 23, 2021 or such other date as the Company and the Bookrunners mutually agree in writing (the “Closing Date”).
   

 

 

EXHIBIT 99.117

 

 

Amended And Restated Term Sheet

 

 

APPROXIMATELY $20,000,000 BOUGHT DEAL OFFERING OF UNITS
February 2, 2021

 

 

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces and territories of Canada, except Quebec. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities.

 

Copies of the preliminary prospectus may be obtained from ATB Capital Markets Inc. or Echelon Wealth Partners Inc. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

 

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

 

Issuer: High Tide Inc. (the “Company”)
   
Size of Issue: Approximately $20,000,000 (the “Offering”) with an additional 15% over-allotment option.
   
Issued Securities:

Treasury offering of 41,666,666 units of the Company (each a “Unit”).

 

Each Unit consisting of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”).

 

Issue Price: $0.48 per Unit (the “Issue Price”).
   
Warrants: Each Warrant shall entitle the holder to purchase one Common Share at $0.58 per Common Share at any time on or before the date which is 36 months after the Closing Date.
   
Over-Allotment Option: The Underwriters will have an option, exercisable in whole or in part at any time up to 30 days following the Closing Date (as defined below), to purchase up to an additional 15% of the Units at the Issue Price (which may be comprised of the acquisition of additional Units, Common Shares and/or Warrants), to cover over-allotments (if any) and for market stabilization purposes.
   
Form of Underwriting: “Bought Deal” offering by way of a short form prospectus, subject to a mutually acceptable underwriting agreement containing the industry standard “Disaster Out”, “Regulatory Out”, “Material Adverse Change Out” and “Breach of Agreement Out” clauses running until the Closing Date.
   
Jurisdictions: All provinces and territories of Canada, except Quebec, and in the United States by way of private placement to select accredited investors and/or to qualified institutional investors and outside of Canada and the United States on a private placement or equivalent basis.
   
Use of Proceeds: The net proceeds of the Offering will be used for opening new retail cannabis store locations, completing strategic acquisitions, general corporate and working capital purposes, and for such other purposes as to be described in the preliminary short form prospectus.
   
Listing: Prior to the Closing Date, the Company will obtain all necessary regulatory and exchange approvals to list the Common Shares on the TSX Venture Exchange (“TSXV”) and make an application to list the Warrants, on a best efforts basis, on the TSXV. Listing will be subject to fulfilling all the listing requirements of the TSXV, including distribution of the Warrants to a minimum number of public security holders.

 

 

 

Eligibility: Eligible for RRSPs, RESPs, RRIFs, RDSPs, TFSAs and DPSPs.
   
Bookrunners: ATB Capital Markets Inc. (“ATB”) and Echelon Wealth Partners Inc. (“EWP”, and together with ATB, the “Bookrunners”).
   
Underwriters’ Fees: Cash commission equal to 6.0% of the gross proceeds of the Offering (including the Over- Allotment Option) plus non-transferable broker warrants (the “Broker Warrants”) to purchase up to 6.0% of the number of Units sold in the Offering (including the Over-Allotment Option). Each Broker Warrant shall entitle the holder to purchase one Unit at the Issue Price at any time on or before the date on which is 36 months after the Closing Date. Notwithstanding the foregoing, any proceeds raised and received in the Offering from purchasers set out in a president’s list (the “President’s List”) representing up to $3.0 million of the Offering, shall be subject to a reduced cash commission equal to 3.0% and a number of Broker Warrants equal to 3.0% of the aggregate number of Units sold to such purchasers.
   
Closing Date: On or about February 23, 2021 or such other date as the Company and the Bookrunners mutually agree in writing (the “Closing Date”).
   

 

 

EXHIBIT 99.118

 

QUALIFICATION CERTIFICATE

 

TO: Alberta Securities Commission (as principal regulator)

 

AND TO: The securities commission or similar regulatory authority of the Provinces of British Columbia, Ontario, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador, and the Provinces of Yukon, Northwest Territories and Nunavut

 

RE: High Tide Inc. (the “Issuer”)

 

This Qualification Certificate is provided pursuant to Section 4.1(a)(ii) of National Instrument 44-101 – Short Form Prospectus Distributions (“NI 44-101”) in connection with the filing of a preliminary short form prospectus dated February 5, 2021 (the “Preliminary Prospectus”) by the Issuer for the distribution of its securities. The Issuer is relying on section 2.2 and 2.7(2) of NI 44-101 to qualify to file a short form prospectus. Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in NI 44-101.

 

The undersigned, Rahim Kanji, the Chief Financial Officer of the Issuer, does hereby certify for and on behalf of the Issuer (and without personal liability):

 

(a) On behalf of the Issuer, I have made or caused to be made such examinations or investigations as I believe necessary to enable me to make the statements set forth in this certificate.

 

(b) The Issuer is an electronic filer under National Instrument 13-101 - System for Electronic Document Analysis and Retrieval (SEDAR).

 

(c) The Issuer is a reporting issuer in at least one jurisdiction of Canada.

 

(d) The Issuer has filed with the securities regulatory authority in each jurisdiction in which it is a reporting issuer all periodic and timely disclosure documents that it is required to have filed in that jurisdiction (i) under applicable securities legislation, (ii) pursuant to an order issued by the securities regulatory authority, or (iii) pursuant to an undertaking to the securities regulatory authority.

 

(e) The Issuer’s equity securities are listed and posted for trading on a short form eligible exchange and the Issuer is not an issuer, (i) whose operations have ceased, or (ii) whose principal asset is cash, cash equivalents, or its exchange listing.

 

(f) All material incorporated by reference in the Preliminary Prospectus and not previously filed is being filed with the Preliminary Prospectus.

 

(g) Except for paragraph 2.2(d) of NI 44-101, for which the Issuer relied on the “successor” issuers exemption provided in Section 2.7(2) of NI 44-101, all of the qualification criteria set out in Part 2 of NI 44-101 have been satisfied.

 

[Remainder of page intentionally left blank.]

 

 

 

IN WITNESS WHEREOF, the undersigned has signed this Certificate this 5th day of February, 2021.

 

    HIGH TIDE INC.
     
  Per:   “Rahim Kanji”
    Rahim Kanji
Chief Financial Officer

 

 

EXHIBIT 99.119

 

A copy of this preliminary short form prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada, except Québec, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.

 

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons authorized to sell such securities.

 

The securities offered under this short form prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States of America (the “United States” or “U.S.”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) (“U.S. Persons”) unless exemptions from the registration requirements of the U.S. Securities Act and the securities laws of the applicable state of the United States are available. This short form prospectus does not constitute an offer to sell or a solicitation or an offer to buy any of the securities offered hereby within the United States or to, or for the benefit of, U.S. Persons. See “Plan of Distribution”.

 

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of High Tide Inc., at Unit 112, 11127 - 15 Street N.E. Calgary, Alberta T3K 2M4, Telephone: 1-403-703-4272, E-mail ir@hightideinc.com, and are also available electronically on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.

 

PRELIMINARY SHORT FORM PROSPECTUS

 

New Issue February 5, 2021

 

 

 

High Tide Inc.

 

$20,000,000
41,666,666 Units

$0.48 per Unit

 

1

 

This preliminary short form prospectus (the “Prospectus”) qualifies the distribution of 41,666,666 units (the “Units”) of High Tide Inc. (the “Corporation” or “High Tide”) at a price of $0.48 per Unit (the “Offering Price”) for aggregate gross proceeds of approximately $20,000,000 (the “Offering”). Each Unit consists of one common share in the capital of the Corporation (a “Unit Share”) and one half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances in accordance with the terms of the Warrant Indenture (as defined hereinafter), one common share in the capital of the Corporation (a “Warrant Share”) at an exercise price of $0.58 until the date that is 36 months following the Closing Date (as defined hereinafter). The Warrants will be governed by a warrant indenture (the “Warrant Indenture”) to be entered into on or before the Closing Date between the Corporation and Capital Transfer Agency, ULC (the “Warrant Agent”), as warrant agent. See “Description of Securities Being Distributed”.

 

The Offering is being undertaken pursuant to the terms of an underwriting agreement expected to be entered into on or before the Closing Date (the “Underwriting Agreement”), between the Corporation and ATB Capital Markets Inc. (“ATB”) and Echelon Wealth Partners Inc. (“Echelon”) as co-lead underwriters and joint bookrunners (the “Co-Lead Underwriters”), together with Beacon Securities Limited, and Desjardins Securities Inc. (collectively with the Co-Lead Underwriters, the “Underwriters”). The Underwriting Agreement will, upon execution, replace and supersede the amended and restated engagement agreement dated February 2, 2021, entered into by and between the Corporation, ATB, and Echelon (the “Bought Deal Engagement Agreement”). The terms of the Offering, including the Offering Price, were determined by arm’s length negotiation between the Corporation and the Co-Lead Underwriters. See “Plan of Distribution”.

 

The common shares in the capital of the Corporation (the “Common Shares”) are currently listed and posted for trading on the TSX Venture Exchange (the “TSXV”) under the symbol “HITI”, on the Frankfurt Stock Exchange (the “FSE”) under the symbol “2LY”, and on the OTCQB Venture Market (the “OTC”) under the symbol “HITIF”. The closing price of the Common Shares on the TSXV, the OTC, and the FSE on February 1, 2021, the date of the announcement of the Offering, was, at the end of the trading day but prior to the announcement of the Offering, $0.55, US$0.4358, and €0.38 per Common Share, respectively. On February 4, 2021, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSXV, the OTC, and the FSE was $0.60, US$0.4627, and €0.388, respectively. The Corporation has submitted an application to list (i) the Unit Shares, (ii) the Warrant Shares, (iii) the Additional Shares (as hereinafter defined), (iv) the Common Shares issuable on the exercise of the Additional Warrants (as hereinafter defined), the Broker Warrants (as hereinafter defined), and the Warrants comprising the Broker Warrant Units (as defined hereinafter), and (v) the Warrants (including the Warrants underlying the Broker Warrant Units) on the TSXV. Listing will be subject to the Corporation fulfilling all of the listing requirements of the TSXV.

 

      Price to the
Public(1)
      Underwriters’
Fee(2)(4)
      Net Proceeds to the
Corporation(3)
 
                         
Per Unit     $0.48       $0.0288       $0.4512  
                         
Total     $20,000,000       $1,200,000       $18,800,000  

 

Notes:

(1) The Offering Price was determined by arm’s length negotiation between the Corporation and the Co-Lead Underwriters with reference to the prevailing market price of the Common Shares.
(2) The Corporation has agreed to pay the Underwriters a cash fee (the “Underwriters’ Fee”) equal to 6.0% of the gross proceeds of the Offering, including any gross proceeds raised on the exercise of the Over-Allotment Option (a defined hereinafter). The Underwriters’ Fee shall be reduced to 3.0% in respect of sales to purchasers on an agreed upon president’s list (the “President’s List”) up to $3,000,000. As additional compensation, the Corporation has agreed to issue to the Underwriters such number of non-transferable broker warrants (the “Broker Warrants”) to purchase such number of Units as is equal to 6.0% of the aggregate number of Units sold under the Offering (including any Additional Units (as defined hereinafter)). The number of Broker Warrants shall be reduced to 3.0% in respect of sales to purchasers on the President’s List. Each Broker Warrant entitles the holder thereof to purchase one Unit (each, a “Broker Warrant Unit”) at an exercise price equal to the Offering Price at any time on or before the date that is 36 months after the Closing Date. The Broker Warrant Units will have the same terms as the Units. This Prospectus also qualifies the distribution of the Broker Warrants to the Underwriters. The figures presented in the table above assume that no Units are sold to purchasers on the President’s List. See “Plan of Distribution”.
(3) After deducting the Underwriters’ Fee, but before deducting the expenses of the Offering (estimated to be approximately $350,000), which together with the Underwriters’ Fee, will be paid from the gross proceeds of the Offering, with the net proceeds to the Corporation expected to be $18,800,000 (prior to giving effect to the exercise of the Over-Allotment Option).

 

2

 

(4) The Corporation has granted the Underwriters an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part, from time to time, for a period of 30 days from and including the Closing Date (the “Over-Allotment Deadline”), to purchase up to an additional 6,249,999 Units (the “Additional Units”) at the Offering Price per Additional Unit to cover the Underwriters’ over-allocation position, if any, and for market stabilization purposes. The Over-Allotment Option may be exercised by the Underwriters to acquire: (i) up to 6,249,999 Additional Units at the Offering Price, (ii) up to 6,249,999 additional Unit Shares (the “Additional Shares”), at a price to be agreed to by the Corporation and the Co-Lead Underwriters, (iii) up to 3,124,999 additional Warrants (the “Additional Warrants”), at a price to be agreed to by the Corporation and the Co-Lead Underwriters, or (iv) any combination of the Additional Units, the Additional Shares, and the Additional Warrants, provided that (A) the aggregate number of Additional Units does not exceed 6,249,999, (B) the aggregate number of Additional Shares does not exceed to 6,249,999, and (C) the aggregate number of Additional Warrants does not exceed 3,124,999. The Additional Warrants will have the same terms as the Warrants. The Over-Allotment Option is exercisable by the Underwriters giving notice to the Corporation prior to the Over-Allotment Deadline, which notice shall specify the number of Additional Units, Additional Shares and/or Additional Warrants to be purchased. If the Over-Allotment Option is exercised in full, the total “Price to the Public”, “Underwriters’ Fee” and “Net Proceeds to the Corporation”, before deducting the expenses of the Offering, will be $22,999,999, $1,380,000, and $21,619,999, respectively. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Additional Units, Additional Shares and Additional Warrants issuable upon exercise of the Over-Allotment Option. A purchaser who acquires securities (including, but not limited to the Additional Units, Additional Shares and Additional Warrants) forming part of the Underwriters’ over-allocation position acquires such securities under the Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “Plan of Distribution”.

 

The following table sets forth the maximum number of securities that may be issued by the Corporation pursuant to the exercise of the Over-Allotment Option and the Broker Warrants:

 

Underwriters’
Position
  Maximum Number of
Securities Available
  Exercise Period   Exercise Price
             
Over-Allotment Option(1)   6,249,999 Additional Units

6,249,999 Additional Shares

3,124,999 Additional Warrants
  For a period of 30 days from and including the Closing Date  

$0.48 per Additional Unit


$0.44 per Additional Share


$0.08 per Additional Warrant

             
Broker Warrants(2)   2,874,999 Broker Warrants(3)   For a period of 36 months from the Closing Date   $0.48 per Broker Warrant Unit

 

Notes:

(1) This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Additional Units, Additional Shares and Additional Warrants issuable upon exercise of the Over-Allotment Option. See “Plan of Distribution”.
(2) This Prospectus qualifies the distribution of the Broker Warrants. See “Plan of Distribution”.
(3) Assumes (i) the exercise in full of the Over-Allotment Option, and (ii) that there were no sale of Units to purchasers on the President’s List.

 

Unless the context otherwise requires, when used herein, all references to the “Offering” include the exercise of the Over-Allotment Option, all references to “Units” include the Additional Units issuable upon exercise of the Over-Allotment Option, all references to “Unit Shares” include the Additional Shares issuable upon exercise of the Over-Allotment Option, all references to “Warrants” include the Additional Warrants issuable upon exercise of the Over-Allotment Option, and all references to “Warrant Shares” include the Common Shares issuable upon exercise of the Additional Warrants, all references to “Broker Warrants” include the Broker Warrants issuable upon exercise of the Over-Allotment Option, and all references to “Broker Warrant Units” include the Broker Warrant Units issuable upon exercise of the Broker Warrants issuable in connection with the exercise of the Over-Allotment Option.

 

The Underwriters, as principals, conditionally offer the Units, subject to prior sale, if, as and when issued by the Corporation and delivered to and accepted by the Underwriters in accordance with the conditions contained in the Bought Deal Engagement Agreement, as may be replaced and superseded by the Underwriting Agreement, (see “Plan of Distribution”), and subject to the approval of certain legal matters on behalf of the Corporation by Garfinkle Biderman LLP and on behalf of the Underwriters by Stikeman Elliott LLP. In connection with the Offering, and subject to applicable laws, the Underwriter may over-allocate or effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those that otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters may offer the Units at a lower price than stated above. See “Plan of Distribution”.

 

3

 

Subscriptions for the Units will be received subject to rejection or allotment in whole or in part and the Underwriters reserve the right to close the subscription books at any time without prior notice. Closing of the Offering is expected to take place on February 23, 2021 or such other date as may be agreed upon by the Corporation and the Underwriters, but in any event not later than 42 days after the date of the receipt for the (final) short form prospectus (the “Closing Date”).

 

It is anticipated that the Units will be delivered under the book-based system through CDS Clearing and Depository Services Inc. (“CDS”) or its nominee and deposited in electronic form. A purchaser of the Units will receive only a customer confirmation from the registered dealer from or through which such Units are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold such Units on behalf of owners who have purchased such Units in accordance with the book-based system. No certificates will be issued unless specifically requested or required. Notwithstanding the foregoing, all Units, Unit Shares and Warrants offered and sold in the United States or to or for the account or benefit of U.S. Persons who are “accredited investors” (as such term is defined in Rule 501(a) of Regulation D promulgated under the U.S. Securities Act) (the “U.S. Accredited Investors”), and who are not “qualified institutional buyers” as such term is defined in Rule 144A under the U.S. Securities Act (“Qualified Institutional Buyers”) will be issued in certificated, individually registered form. See “Plan of Distribution”.

 

The Underwriters propose to offer the Units initially at the Offering Price specified above. After the Underwriters have made a reasonable effort to sell all of the Units at the Offering Price, the Underwriters may subsequently reduce the selling price to investors from time to time in order to sell any of the Units remaining unsold. Any such reduction will not affect the proceeds received by the Corporation. See “Plan of Distribution”.

 

INVESTING IN THE UNITS IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK AND SHOULD ONLY BE MADE BY PERSONS WHO CAN AFFORD THE TOTAL LOSS OF THEIR INVESTMENT. A PROSPECTIVE PURCHASER SHOULD THEREFORE REVIEW THIS PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN IN THEIR ENTIRETY AND CAREFULLY CONSIDER THE RISK FACTORS DESCRIBED UNDER THE SECTION “RISK FACTORS” IN THIS PROSPECTUS AND IN THE 2020 META CIRCULAR (AS DEFINED HEREINAFTER), WHICH IS AVAILABLE UNDER THE CORPORATION’S ISSUER PROFILE ON SEDAR AT WWW.SEDAR.COM, PRIOR TO INVESTING IN THE UNITS. SEE “CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION” AND “RISK FACTORS”. PROSPECTIVE PURCHASERS ARE ADVISED TO CONSULT THEIR OWN LEGAL COUNSEL AND OTHER PROFESSIONAL ADVISERS IN ORDER TO ASSESS INCOME TAX, LEGAL AND OTHER ASPECTS OF THEIR PROPOSED INVESTMENT IN THE UNITS.

 

PROSPECTIVE PURCHASERS SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS. THE CORPORATION AND THE UNDERWRITERS HAVE NOT AUTHORIZED ANYONE TO PROVIDE PROSPECTIVE PURCHASERS WITH INFORMATION DIFFERENT FROM THAT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS. THE UNDERWRITERS ARE OFFERING TO SELL AND SEEKING OFFERS TO BUY THE UNITS ONLY IN JURISDICTIONS WHERE, AND TO PERSONS TO WHOM, SUCH OFFERS AND SALES ARE LAWFULLY PERMITTED. PROSPECTIVE PURCHASERS SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE COVER PAGE OF THIS PROSPECTUS OR THE RESPECTIVE DATES OF THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN. THE CORPORATION’S BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THAT DATE. THE CORPORATION DOES NOT UNDERTAKE TO UPDATE THE INFORMATION CONTAINED IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE HEREIN, EXCEPT AS REQUIRED BY APPLICABLE CANADIAN SECURITIES LAWS.

 

4

 

ATB AND ECHELON, THE CO-LEAD UNDERWRITERS, PROVIDED VARIOUS CUSTOMARY FINANCIAL ADVISORY SERVICES AND RESEARCH COVERAGE TO AND FOR THE CORPORATION AND META GROWTH (AS DEFINED HEREINAFTER), RESPECTIVELY, IN CONNECTION WITH THE ARRANGEMENT (AS DEFINED HEREINAFTER). THE SERVICES PROVIDED BY ECHELON TO AND FOR META GROWTH IN CONNECTION WITH THE ARRANGEMENT WERE PROVIDED PRIOR TO META GROWTH BECOMING A WHOLLY-OWNED SUBSIDIARY OF THE CORPORATION. META GROWTH IS A “RELATED ISSUER” OF THE CORPORATION WITHIN THE MEANING OF NATIONAL INSTRUMENT 33-105 - UNDERWRITING CONFLICTS (“NI 33-105”), AND AS A RESULT OF THE FOREGOING RELATIONSHIPS, THE CORPORATION MAY BE CONSIDERED A “CONNECTED ISSUER” OF ATB AND ECHELON WITHIN THE MEANING OF NI 33-105 FOR THE PURPOSES OF APPLICABLE CANADIAN SECURITIES LAWS. SEE “RELATIONSHIP WITH THE UNDERWRITERS” AND “USE OF PROCEEDS”.

 

THE CORPORATION HAS APPLIED TO THE TSXV TO LIST (I) THE UNIT SHARES, (II) THE WARRANT SHARES, (III) THE ADDITIONAL SHARES, (IV) THE COMMON SHARES ISSUABLE ON THE EXERCISE OF THE ADDITIONAL WARRANTS, THE BROKER WARRANTS, AND THE WARRANTS COMPRISING THE BROKER WARRANT UNITS, AND (V) THE WARRANTS (INCLUDING THE WARRANTS UNDERLYING THE BROKER WARRANT UNITS) ON THE TSXV. LISTING WILL BE SUBJECT TO THE CORPORATION FULFILLING ALL OF THE LISTING REQUIREMENTS OF THE TSXV. THERE IS CURRENTLY NO MARKET THROUGH WHICH THE WARRANTS MAY BE SOLD AND PURCHASERS MAY NOT BE ABLE TO RESELL THE WARRANTS PURCHASED UNDER THIS PROSPECTUS. THIS MAY AFFECT THE PRICING OF THE WARRANTS IN THE SECONDARY MARKET, THE TRANSPARENCY AND AVAILABILITY OF TRADING PRICES, THE LIQUIDITY OF THE WARRANTS AND THE EXTENT OF ISSUER REGULATION. See “Risk Factors”.

 

Following the announcement of the Offering, Mr. Rahim Kanji, Mr. Vahan Ajamian, and Mr. Shimmy Posen, the Chief Financial Officer, the Vice President Capital Markets, and the Corporate Secretary of the Corporation, respectively (collectively, the “Participating Insiders”) expressed an intention to participate in the Offering and acquire up to an aggregate of 2,914,167 Units pursuant to the Offering. Each of the Participating Insiders would be purchasers included in the President’s List, and accordingly, the Underwriters’ Fee and the number of Broker Warrants shall be reduced to 3.0% in respect of the sale of Units to such Participating Insiders. The participation of the Participating Insiders in the Offering would constitute a “related party transaction”, as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions (“MI 61-101”), and would require the Corporation to receive minority shareholder approval for, and obtain a formal valuation for the subject matter of, the transaction in accordance with MI 61-101, prior to the completion of such transaction. However, the Corporation intends to rely on exemptions from the formal valuation and the minority shareholder approval requirements of MI 61-101, in each case on the basis that the fair market value of the Participating Insiders’ participation in the Offering is not anticipated to exceed 25% of the market capitalization of the Corporation, as determined in accordance with MI 61-101. See “Certain Securities Law Matters” and “Plan of Distribution”.

 

The Corporation’s head and registered office is located at Unit 112, 11127 - 15 Street N.E. Calgary, Alberta T3K 2M4.

 

5

 

The Corporation indirectly derives a portion of its revenues from the cannabis industry in certain states, including the states of Illinois, Michigan, California, and Ohio, which industry is illegal under U.S. federal law. As of the date of this Prospectus, the Corporation and its subsidiaries are not directly or indirectly engaged in the manufacture, importation, possession, use, sale or distribution of cannabis in the recreational or medical cannabis industry in the U.S. However, the Corporation and its subsidiaries may be considered to have ancillary involvement in the U.S. cannabis industry in the following respects: (i) in the U.S. cannabis industry at large, by virtue of (A) the operations of Valiant Distributions Canada Inc. (“Valiant Canada”), which involve the manufacture and distribution of branded smoking accessories and other alternative lifestyle products in states such as Illinois, Michigan, California, and Ohio, in compliance with applicable laws, and (B) the operations of the Grasscity Entities (as defined hereinafter), which involve the distribution of smoking accessories and cannabis lifestyle products (such as grinders, rolling papers, glass bongs, smoking pipes, oil rigs and bubblers), through Grasscity.com, in states such as Illinois, Michigan, California, and Ohio, in compliance with applicable laws, and (ii) the U.S. Industrial Hemp (as defined hereinafter) and Industrial Hemp-based cannabidiol (“CBD”) industry, by virtue of the operations of the Grasscity Entities, which involve the distribution of CBD oils and capsules, CBD skin care products, CBD edibles, and CBD smoking accessories such as vaporizers and cartridges, through CBDCity.com, in states such as Illinois, Michigan, California, and Ohio, in compliance with applicable laws. Approximately 18% of the Corporation’s revenue for the financial year of the Corporation ended October 31, 2019 related to the U.S. cannabis industry.

 

In the U.S., cannabis is largely regulated at the state level with certain states having authorized the medical and/or adult use of, and activities relating to, cannabis under certain circumscribed circumstances. However, as of the date of this Prospectus, the cultivation, distribution, possession, and use of cannabis is illegal under U.S. federal law pursuant to the Controlled Substance Act of 1970 (United States) (the “U.S. CSA”), subject to limited exceptions in respect of Industrial Hemp under certain circumscribed circumstances. The U.S. CSA classifies cannabis as a Schedule I controlled substance with a high potential for abuse and no currently accepted medical use, which cannot be safely prescribed (the United States Food and Drug Administration has also not approved cannabis as a safe and effective drug for any indication as of the date of this Prospectus). Consequently, a range of activities, including cultivation and the personal use of cannabis, are prohibited by U.S. federal law notwithstanding the existence of state-level laws permitting such activities in respect of medical and/or adult use cannabis at the state-level in the U.S. Such activities, as well as attempting or conspiring to violate the U.S. CSA, or aiding and abetting in a violation of the U.S. CSA, are criminal acts under U.S. federal law.

 

The supremacy clause in Article VI of the U.S. Constitution (the “Supremacy Clause”) establishes that the U.S. Constitution and federal laws made pursuant to it are paramount, and in case of conflict between federal and state law, the federal law is paramount. In respect of the U.S. cannabis industry, the conflict between U.S. federal law and state-level laws amid the presence of the Supremacy Clause has significant implications for the U.S. cannabis industry at large. In particular, there is a significant risk that U.S. federal prosecutors may enforce U.S. federal laws and seek to prosecute actors involved in activities related to cannabis in the U.S. despite the fact that such activities may be in compliance with applicable state-level laws. Any enforcement of current U.S. federal laws by U.S. federal prosecutors could cause significant financial damage to the Corporation and the shareholders of the Corporation.

 

On January 4, 2018, former U.S. Attorney General Jeff Sessions issued a memorandum to U.S. district attorneys (the “Sessions Memorandum”) which rescinded previous guidance from the U.S. Department of Justice (“DOJ”) specific to cannabis enforcement in the U.S., including the Cole Memorandum and the 2014 Cole Memorandum (each, as defined hereinafter). With the Cole Memorandum and the 2014 Cole Memorandum rescinded, U.S. federal prosecutors have been given discretion in determining whether to prosecute cannabis related violations of U.S. federal law, subject to budgetary constraints. Mr. Sessions resigned on November 7, 2018, at the request of former U.S. President, Donald Trump. Following Mr. Sessions’ resignation and the brief tenure of Matthew Whitaker as Acting U.S. Attorney General, William Barr was confirmed as the U.S. Attorney General on February 14, 2019. To the knowledge of the Corporation, the DOJ did not take a formal position on the enforcement of U.S. federal laws relating to cannabis under the leadership of Mr. Barr, or his successors, Acting U.S. Attorney Generals, Jeffery A. Rosen and John Demers, and further, has not taken a formal position on federal enforcement of laws relating to cannabis under the leadership of current Acting U.S. Attorney General, Monty Wilkinson. The current U.S. President, Joseph Biden has nominated Merrick Garland to succeed Mr. Wilkinson as the U.S. Attorney General. It is unclear what impact, if any, the new administration will have on U.S. federal government enforcement policy on cannabis.

 

6

 

There can be no assurance that U.S. state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. Unless and until the U.S. Congress (“Congress”) amends the U.S. CSA with respect to medical and/or adult use cannabis (and as to the timing or scope of any such potential amendments, there can be no assurance), there is a risk that U.S. federal prosecutors may enforce current U.S. federal law (even in states where the sale and use of cannabis is currently legal under applicable U.S. state laws), or that existing state laws governing cannabis and cannabis-related activities could be repealed or curtailed. Any such occurrence could have a Material Adverse Effect (as defined hereinafter).

 

In light of the political and regulatory uncertainty surrounding the treatment of U.S. cannabis-related activities, including the rescission of the Cole Memorandum and the 2014 Cole Memorandum, discussed above, on February 8, 2018, the Canadian Securities Administrators published Staff Notice 51-352 (Revised) – Issuers with U.S. Marijuana-Related Activities (“Staff Notice 51-352”) setting out the Canadian Securities Administrator’s disclosure expectations for specific risks facing issuers with cannabis-related activities in the U.S. Staff Notice 51-352 includes additional disclosure expectations that apply to all issuers with U.S. cannabis-related activities, including those with ancillary involvement in the U.S. cannabis industry. See “U.S. Cannabis-Related Activities Disclosure

 

For the foregoing reasons, the nature of the Corporation’s involvement in the U.S. cannabis industry may subject the Corporation and its subsidiaries to heightened scrutiny by regulators, stock exchanges, clearing agencies and other U.S. and Canadian authorities. There can be no assurance that such heightened scrutiny will not, in turn, lead to the imposition of certain restrictions on the ability of the Corporation and its subsidiaries to operate in the U.S. or any other jurisdiction. There are a number of risks associated with the Business. See, “Risk Factors”.

 

7

 

TABLE OF CONTENTS

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION 9
CAUTIONARY NOTE REGARDING FUTURE ORIENTED FINANCIAL INFORMATION 12
GENERAL MATTERS 12
FINANCIAL INFORMATION AND CURRENCY PRESENTATION 13
MARKET AND INDUSTRY DATA 13
DOCUMENTS INCORPORATED BY REFERENCE 13
MARKETING MATERIALS 16
SUMMARY DESCRIPTION OF THE BUSINESS 16
REGULATORY OVERVIEW 28
U.S. CANNABIS-RELATED ACTIVITIES DISCLOSURE 34
CONSOLIDATED CAPITALIZATION 41
USE OF PROCEEDS 43
DESCRIPTION OF SECURITIES BEING DISTRIBUTED 44
PRIOR SALES 47
TRADING PRICE AND VOLUME 49
PLAN OF DISTRIBUTION 50
ELIGIBILITY FOR INVESTMENT 53
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS 53
CERTAIN SECURITIES LAW MATTERS 57
RISK FACTORS 57
LEGAL MATTERS 69
RELATIONSHIP WITH THE UNDERWRITERS 70
PROMOTERS 70
INTEREST OF EXPERTS 70
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION 71
CERTIFICATE OF THE CORPORATION 72
CERTIFICATE OF THE UNDERWRITERS 73
CERTIFICATE OF THE PROMOTER 74

 

8

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

 

This Prospectus, and documents incorporated by reference herein, contains “forward-looking statements” and “forward-looking information” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws and applicable U.S. securities laws. All statements, other than statements of historical facts, included in this Prospectus that addresses activities, events or developments that the Corporation expects or anticipates will or may occur in the future are forward-looking statements. In certain cases, forward-looking statements can be identified by the words 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 statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology.

 

Forward-looking statements in this Prospectus and in documents incorporated by reference herein include, or may include, but are not limited to, statements with respect to:

 

the Offering, including the size of the Offering, the expected use of proceeds therefrom, and the timing of the completion thereof;

 

the Corporation’s business objectives and milestones and the anticipated timing of, and costs in connection with, the execution or achievement of such objectives and milestones (including, without limitation, the proposed acquisition of Smoke Cartel, Inc. (“Smoke Cartel”);

 

the Corporation’s future growth prospects and intentions to pursue one or more viable business opportunities;

 

the development of the Corporation’s business and future activities following the date of this Prospectus;

 

expectations relating to market size and anticipated growth in the jurisdictions within which the Corporation may from time to time operate or contemplate future operations;

 

expectations with respect to economic, business, regulatory and/or competitive factors related to the Corporation or the cannabis industry generally;

 

the impact of the novel coronavirus disease pandemic (“COVID-19”) on the Corporation’s current and future operations;

 

the market for the Corporation’s current and proposed product offerings, as well as the Corporation’s ability to capture market share;

 

the Corporation’s strategic investments and capital expenditures, and related benefits;

 

the distribution methods expected to be used by the Corporation to deliver its product offerings;

 

the competitive landscape within which the Corporation operates and the Corporation’s market share or reach;

 

the performance of the business, operations, and activities of the Corporation and its subsidiaries (the “Business”);

 

the number of additional cannabis retail store locations the Corporation and/or its subsidiaries proposes to add to the Business;

 

the Corporation’s ability to generate cash flow from operations and from financing activities;

 

9

 

the scheduled hearing by the Court of Queen’s Bench of Alberta with respect to the Application (as defined

 

hereinafter);

 

the Corporation’s intention to pursue a listing of its Common Shares on the Nasdaq Stock Market (the “Nasdaq Exchange”);

 

the Corporation’s ability to obtain, maintain, and renew or extend, applicable Authorizations (as defined hereinafter), including the timing and impact of the receipt thereof; and

 

the realization of cost savings, synergies or benefits from the Corporation’s recent and proposed acquisitions (including, without limitation, the proposed acquisition of Smoke Cartel), and the Corporation’s ability to successfully integrate the operations of any business acquired within the Business.

 

Forward-looking statements are subject to certain risks and uncertainties. Although management of the Corporation (“Management”) believes that the expectations reflected in these forward-looking statements are reasonable in light of, among other things, its perception of trends, current conditions and expected developments, as well as other factors that Management believes to be relevant and reasonable in the circumstances at the date that such statements are made, readers are cautioned not to place undue reliance on forward looking statements, as forward looking statements may prove to be incorrect. A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking statements. Importantly, forward-looking statements contained in this Prospectus and in documents incorporated by reference are based upon certain assumptions that Management believes to be reasonable based on the information currently available to Management, including, but not limited to, the assumptions that:

 

current and future members of Management will abide by the business objectives and strategies from time to time established by the Corporation;

 

the Corporation will retain and supplement its board of directors (the “Board”) and Management, or otherwise engage consultants and advisors having knowledge of the industries (or segments thereof) within which the Corporation may from time to time participate;

 

the Corporation will have sufficient working capital and the ability to obtain the financing required in order to develop and continue its business and operations;

 

the Corporation will continue to attract, develop, motivate and retain highly qualified and skilled consultants and/or employees, as the case may be;

 

no adverse changes will be made to the regulatory framework governing cannabis, taxes and all other applicable matters in the jurisdictions in which the Corporation conducts business and any other jurisdiction in which the Corporation may conduct business in the future;

 

the Corporation will be able to generate cash flow from operations, including, where applicable, distribution and sale of cannabis and cannabis products;

 

the Corporation will be able to execute on its business strategy as anticipated ;

 

the Corporation will be able to meet all applicable requirements necessary to obtain and/or maintain its permits and licences;

 

general economic, financial, market, regulatory, and political conditions, including the impact of COVID-19, will not negatively affect the Corporation or its business and operations;

 

the Corporation will be able to successfully compete in the cannabis industry; and

 

cannabis prices will not decline materially.

 

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By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Although Management believes that the expectations reflected in, and assumptions underlying, such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. New factors emerge from time to time, and it is not possible for Management to predict all of those factors or to assess in advance the impact of each such factor on the Corporation’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Some of the risks that could cause results to differ materially from those expressed in forward-looking statements in this Prospectus and in documents incorporated by reference include:

 

the Corporation’s inability to attract and retain qualified members of Management to grow its business and operations;

 

unanticipated changes in economic and market conditions (including changes resulting from COVID-19) or in applicable laws;

 

the impact of the publications of inaccurate or unfavourable research by securities analysts or other third parties;

 

the Corporation’s failure to complete future acquisitions or enter into strategic business relationships;

 

interruptions or shortages in the supply of cannabis from time to time available to support the Corporation’s operations from time to time;

 

unanticipated changes in the cannabis industry in the jurisdictions within which the Corporation may from time to time conduct its business and operations, including he Corporations inability to respond or adapt to such changes;

 

the Corporation’s inability to secure or maintain favourable lease arrangements or the required approvals and permits necessary to conduct its business and operations and meet its targets;

 

the Corporation’s inability to secure desirable retail cannabis store locations on favourable terms; and

 

risks relating to projections of the Corporation’s operations.

 

Readers are cautioned that the foregoing list of factors are not exhaustive. The Corporation provides 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 (including those in the documents incorporated herein by reference), and in evaluating forward-looking statements, readers should specifically consider various factors, including the risks outlined under “Risk Factors”, which may cause actual results to differ materially from the results, performance or achievements of the Corporation expressed or implied by any forward-looking statements.

 

The forward-looking statements contained in this Prospectus are made as of the date of this Prospectus, and except as required by applicable Canadian securities laws, the Corporation does not intend, and does not assume any obligation, to update these forward-looking statements.

 

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CAUTIONARY NOTE REGARDING FUTURE ORIENTED FINANCIAL INFORMATION

 

This Prospectus, and documents incorporated by reference herein, may contain future oriented financial information (“FOFI”) within the meaning of applicable Canadian securities laws and applicable U.S. securities laws, about prospective results of operations, financial position or cash flows, based on assumptions about future economic conditions and courses of action, which FOFI is not presented in the format of a historical balance sheet, income statement or cash flow statement. The FOFI has been prepared by Management to provide an outlook of the Corporation’s activities and results, and has been prepared based on a number of assumptions including the assumptions discussed under the heading “Cautionary Note Regarding Forward-Looking Information” and assumptions with respect to the costs and expenditures to be incurred by the Corporation, capital expenditures and operating costs, taxation rates for the Corporation and general and administrative expenses. Management does not have, or may not have had at the relevant date, firm commitments for all of the costs, expenditures, prices or other financial assumptions which may have been used to prepare the FOFI or assurance that such operating results will be achieved and, accordingly, the complete financial effects of all of those costs, expenditures, prices and operating results are not, or may not have been at the relevant date of the FOFI, objectively determinable.

 

Importantly, the FOFI contained in this Prospectus, and in documents incorporated by reference herein are, or may be, based upon certain additional assumptions that Management believes to be reasonable based on the information currently available to Management, including, but not limited to, assumptions about: (i) the future pricing for the Corporation’s products, (ii) the future market demand and trends within the jurisdictions in which the Corporation may from time to time conduct the Business, and (iii) the Corporation’s ongoing inventory levels, and operating cost estimates. The FOFI or financial outlook contained in this Prospectus, and in documents incorporated by reference herein do not purport to present the Corporation’s financial condition in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, and there can be no assurance that the assumptions made in preparing the FOFI will prove accurate. The actual results of operations of the Corporation and the resulting financial results will likely vary from the amounts set forth in the analysis presented in any such document, and such variation may be material (including due to the occurrence of unforeseen events occurring subsequent to the preparation of the FOFI). The Corporation and Management believe that the FOFI has been prepared on a reasonable basis, reflecting Management’s best estimates and judgments as at the applicable date. However, because this information is highly subjective and subject to numerous risks including the risks discussed under the heading “Risk Factors”, FOFI or financial outlook within this Prospectus, and in documents incorporated by reference herein, should not be relied on as necessarily indicative of future results.

 

Readers are cautioned not to place undue reliance on the FOFI or financial outlook contained in this this Prospectus, and in documents incorporated by reference herein. Except as required by applicable Canadian securities laws, the Corporation does not intend, and does not assume any obligation, to update such FOFI.

 

GENERAL MATTERS

 

In evaluating whether or not to purchase Units pursuant to the Offering, prospective purchasers should rely only on the information contained in this Prospectus (including in the documents incorporated by reference herein), and should not rely on parts of the information contained in this Prospectus or incorporated by reference herein to the exclusion of others. The Corporation and the Underwriters have not authorized anyone to provide prospective purchasers with different or additional information, and accordingly, prospective purchasers should not rely on any additional or different information provided by anyone else. Further, any information contained on, or otherwise accessed through, the Corporation’s website shall not be deemed to be a part of this Prospectus and such information is not incorporated by reference, despite any references to such information in this Prospectus or the documents incorporated by reference herein, and prospective purchasers should not rely on such information when deciding whether or not to invest in the Units. Finally, any information on the Underwriters’ websites and any information contained in any other website maintained by the Underwriters or its affiliates has not been approved and/or endorsed by the Corporation or the Underwriters, and such information shall not be deemed to be a part of this Prospectus, is specifically not incorporated by reference herein, and should not be relied upon by prospective purchasers.

 

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The Corporation and the Underwriters are not making an offer to sell or seeking an offer to purchase the securities offered pursuant to this Prospectus in any jurisdiction where to offer or sale is not permitted. Prospective purchasers should assume that the information contained in this Prospectus is accurate only as of the date of this Prospectus, and that the information contained in any document incorporated by reference herein is accurate only as of the date of that document, regardless of the time of delivery of this Prospectus or of any sale of any securities pursuant hereto. Prospective purchasers are cautioned that the business, financial condition, results of operations and prospects of the Corporation may have changed since those dates, and that the Corporation does not undertake to update the information contained or incorporated by reference herein, except as required by applicable Canadian securities laws.

 

Information contained in this Prospectus should not be construed as legal, tax or financial advice and readers are urged to consult their own professional advisors in connection therewith.

 

Unless otherwise specified or the context otherwise requires, in this Prospectus, (i) all references to the “Corporation”, “High Tide”, “we”, “us” and “our” refer to High Tide Inc., (ii) “Material Adverse Effect” means a material adverse effect on the business, the properties, assets, liabilities (including contingent liabilities), results of operations, financial performance, financial condition, or the market and trading price of the securities, of the Corporation and its subsidiaries, taken as a whole, and (iii) “Industrial Hemp” means cannabis and any part of that plant (including the seeds thereof), and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a THC concentration of not more than 0.3% on a dry weight basis.

 

FINANCIAL INFORMATION AND CURRENCY PRESENTATION

 

The financial statements of the Corporation incorporated by reference in this Prospectus are reported in Canadian dollars and have been prepared in accordance with IFRS. Unless otherwise specified or the context otherwise requires, all references to “$”and “dollars” refer to Canadian dollars.

 

MARKET AND INDUSTRY DATA

 

Unless otherwise indicated, information contained in this Prospectus (or in a document incorporated or deemed to be incorporated by reference herein) concerning the industry and the markets in which the Corporation operates, including its general expectations and market position, market opportunities and market share, is, or may be, based on information from independent industry organizations, other third-party sources (including industry publications, surveys and forecasts) and the studies and estimates of Management.

 

Unless otherwise indicated, the Corporation’s estimates are derived from publicly available information released by independent industry analysts and third-party sources as well as data from the Corporation’s internal research, and include assumptions made by Management which Management believe to be reasonable based on their knowledge of the relevant industry and markets. Such internal research and assumptions have not been verified by any independent source, and the Corporation and Management have not independently verified any third party information. While Management believes the market position, market opportunity and market share information included, or which may be included, in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of the Corporation’s future performance and the future performance of the industry and markets in which the Corporation operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Cautionary Note Regarding Forward-Looking Information” and the heading “Risk Factors”.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Information has been incorporated by reference in this Prospectus from documents filed with the various securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of the Corporation at Unit 112, 11127 - 15 Street N.E. Calgary, Alberta T3K 2M4, Telephone 1-403-703-4272, E-mail ir@hightideinc.com, and are also accessible under the Corporation’s issuer profile on SEDAR at www.sedar.com.

 

The following documents, filed with the various securities commission or similar securities regulatory authorities in Canada are specifically incorporated by reference in, and form an integral part of, this Prospectus:

 

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(a) the management information circular of Meta Growth Corp. (“Meta Growth”) dated September 23, 2020 (the “2020 Meta Circular”), prepared in connection with the special meeting of the shareholders of Meta Growth held on October 27, 2020 (the “Meta Special Meeting”) to approve the components of the Arrangement (as defined hereinafter), excluding the following sections, schedules and appendices, as applicable, of the 2020 Meta Circular:

 

(i) Appendix “C” – “Fairness Opinion”, being the fairness opinion of Echelon dated as of August 20, 2020 and delivered to the board of directors of Meta Growth;

 

(ii) Appendix “F” – “Pro Forma Financial Statements of High Tide”, being the unaudited pro forma financial statements for the Corporation as at and for the period ended July 31, 2020 and for the year ended October 31, 2019, prepared strictly for use in connection with the Meta Special Meeting;

 

(iii) Schedule “B” to Appendix “D” - “U.S. Cannabis-Related Activities Disclosure”; and

 

(iv) in each case of (i) through to and including (iii) above, any summary information or information derived therefrom in the 2020 Meta Circular;

 

(b) the business acquisition report of the Corporation dated January 15, 2021 (the “Meta Growth BAR”), in respect of the Corporation’s acquisition of Meta Growth pursuant to the Arrangement;

 

(c) the audited consolidated financial statements of the Corporation for the years ended October 31, 2019 and 2018 and the notes thereto, together with the auditor’s report thereon (the “Audited Financial Statements”);

 

(d) the management’s discussion and analysis of the Corporation for the Audited Financial Statements;

 

(e) the unaudited condensed interim consolidated financial statements of the Corporation for the three and nine months ended July 31, 2020 and 2019, together with the notes thereto (the “Interim Financial Statements”);

 

(f) the management’s discussion and analysis of the Corporation for the Interim Financial Statements;

 

(g) the template version of the term sheet for the Offering dated February 1, 2021;

 

(h) the amended and restated template version of the term sheet for the Offering dated February 2, 2021;

 

(i) the material change report of the Corporation dated February 5, 2021, in respect of the Offering (including the upsizing of the Offering);

 

(j) the material change report of the Corporation dated February 5, 2021, in respect of the entering into of the Smoke Cartel Acquisition Agreement (as defined hereinafter);

 

(k) the material change report of the Corporation dated February 5, 2021 in respect of the entering into of the OCN Amending Agreement (as defined hereinafter);

 

(l) the material change report of the Corporation dated February 5, 2021, in respect of the Corporation’s intention to pursue an additional listing of the Common Shares the Nasdaq Exchange;

 

(m) the material change report of the Corporation dated February 5, 2021, in respect of the entering into of a binding asset purchase agreement with Halo Labs Inc.;

 

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(n) the material change report of the Corporation dated February 5, 2021, in respect of the conversion of certain unsecured convertible debentures of the Corporation (“Unsecured Debentures”) totaling $7,365,000;

 

(o) the material change report of the Corporation dated February 5, 2021, in respect of the entering into of the Windsor Loan Amending Agreement (as defined hereinafter);

 

(p) the material change report of the Corporation dated February 5, 2021, in respect of the extension of a $2,000,000 loan facility with an arm’s length third party;

 

(q) the material change report of the Corporation dated December 18, 2020, in respect of the appointment of Omar Khan as Senior Vice President of the Corporation;

 

(r) the material change report of the Corporation dated December 10, 2020, in respect of the settlement of certain debts of the Corporation, in the aggregate amount of $1,220,331;

 

(s) the material change report of the Corporation dated November 25, 2020, in respect of the completion of the Arrangement;

 

(t) the material change report of the Corporation dated September 9, 2020, in respect of the entering into of the Amended Halo Labs APA (as defined hereinafter);

 

(u) the material change report of the Corporation dated August 28, 2020, in respect of the entering into of the Arrangement Agreement (as defined hereinafter);

 

(v) the material change report of the Corporation dated July 30, 2020, in respect of the restructuring of $10.8 million of the Corporation’s outstanding indebtedness;

 

(w) the material change report of the Corporation dated February 6, 2020, in respect of the Corporation’s exercise of its option to acquire a 50% interest in Saturninus Partners;

 

(x) the material change report of the Corporation dated February 3, 2020, in respect of the Corporation’s acquisition of a 100% interest in 2680495 Ontario Inc.;

 

(y) the material change report of the Corporation dated January 16, 2020, in respect of the entering into of a loan agreement (the “Windsor Loan Agreement”) with Windsor Private Capital (“Windsor”) in respect of a senior secured, non-revolving term credit facility in the amount of up to $10 million;

 

(z) the material change report of the Corporation dated December 19, 2019, in respect of the entering into of a definitive share purchase agreement to acquire the remaining 49.9% interest in the Corporation’s (then) majority-owned subsidiary, KushBar Inc.;

 

(aa) the material change report of the Corporation dated December 9, 2019, in respect of the Corporation closing the second tranche of a non-brokered private placement of Unsecured Debentures for gross proceeds of $2,115,000;

 

(bb) the material change report of the Corporation dated November 25, 2019, in respect of the Corporation closing the first tranche of a non-brokered private placement of Unsecured Debentures for gross proceeds of $2,000,000; and

 

(cc) the management information circular of the Corporation dated June 19, 2020, prepared in connection with the annual general and special meeting of the shareholders of the Corporation held on July 30, 2020.

 

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Any documents of the type required by Section 11.1 of Form 44-101F1 – Short Form Prospectus of National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus, including any material change reports (excluding material change reports filed on a confidential basis), interim financial statements, annual financial statements and the auditors’ report thereon, management’s discussion and analysis, information circulars, annual information forms and business acquisition reports filed by the Corporation with securities commissions or similar regulatory authorities in Canada subsequent to the date of this short form prospectus and before completion of the distribution of the Units, shall be deemed to be incorporated by reference into this Prospectus.

 

ANY STATEMENT CONTAINED HEREIN OR IN A DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN WILL BE DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS PROSPECTUS TO THE EXTENT THAT A STATEMENT CONTAINED IN THIS PROSPECTUS OR IN ANY OTHER SUBSEQUENTLY FILED DOCUMENT THAT ALSO IS OR IS DEEMED TO BE INCORPORATED BY REFERENCE HEREIN MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY STATEMENT OR DOCUMENT SO MODIFIED OR SUPERSEDED WILL NOT BE INCORPORATED BY REFERENCE AND WILL NOT CONSTITUTE A PART OF THIS PROSPECTUS, EXCEPT TO THE EXTENT SO MODIFIED OR SUPERSEDED. THE MODIFYING OR SUPERSEDING STATEMENT NEED NOT STATE THAT IT HAS MODIFIED OR SUPERSEDED A PRIOR STATEMENT OR INCLUDE ANY OTHER INFORMATION SET FORTH IN THE STATEMENT OR DOCUMENT THAT IT MODIFIES OR SUPERSEDES. FURTHER, THE MAKING OF A MODIFYING OR SUPERSEDING STATEMENT WILL NOT BE DEEMED AN ADMISSION FOR ANY PURPOSES THAT THE MODIFIED OR SUPERSEDED STATEMENT, WHEN MADE, CONSTITUTED A MISREPRESENTATION, AN UNTRUE STATEMENT OF A MATERIAL FACT, OR AN OMISSION TO STATE A MATERIAL FACT THAT IS REQUIRED TO BE STATED OR THAT IS NECESSARY TO MAKE THE APPLICABLE STATEMENT NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES IN WHICH IT WAS MADE.

 

MARKETING MATERIALS

 

Any “template version” of “marketing materials” (as such terms are defined in National Instrument 41-101 – General Prospectus Requirements) prepared in connection with the Offering will be incorporated by reference into the (final) short form prospectus. However, any such template version will not form part of the (final) short form prospectus to the extent that the contents of the template version of marketing materials have been modified or superseded by a statement contained in the (final) short form prospectus. Any “template version” of “marketing materials” filed on SEDAR after the date of the (final) short form prospectus and before the termination of the distribution under the Offering (including any amendments to, or amended version of, the “marketing materials”) will be deemed to be incorporated into the (final) short form prospectus.

 

SUMMARY DESCRIPTION OF THE BUSINESS

 

General

 

The Corporation is an Alberta-based, retail-focused cannabis company enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. As of the date of this Prospectus, the Corporation is one of the largest cannabis retailers in Canada, with 69 operating retail cannabis locations (including jointly-owned corporate retail store locations) across Canada. As a vertically-integrated company, the Corporation is engaged in the Canadian cannabis market through a portfolio of subsidiaries, including Canna Cabana Inc. (“Canna Cabana”), KushBar Inc. (“KushBar”), and Meta Growth (which together represent the retail segment of the Business), and Valiant Canada (which represents the wholesale segment of the Business).

 

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As of the date of this Prospectus, the Corporation operates a total of 69 cannabis retail stores, consisting of (i) 46 cannabis retail stores in the Province of Alberta, (ii) 10 cannabis retail stores in the Province of Ontario, (iii) 3 cannabis retail stores in the Province of Saskatchewan, and (iv) 10 cannabis retail stores in the Province of Manitoba. Each cannabis retail store is operated in accordance with applicable laws, and in particular, in compliance with the applicable consents, licenses, registrations, permits, authorizations, permissions, orders, and/or approvals (collectively, “Authorizations”) required to engage in the retail sale and distribution of adult-use cannabis and cannabis products at licensed premises (such Authorizations, the “Retail Store Authorizations”). All cannabis and cannabis products offered for sale by the Corporation and its subsidiaries are offered for sale in strict compliance with the various regulatory frameworks in the respective jurisdictions governing adult-use cannabis.

 

The Corporation is a reporting issuer in Canada, in the provinces of British Columbia, Alberta and Ontario. The Common Shares are listed on the TSXV, under the trading symbol “HITI”, on the Frankfurt Stock Exchange, under the trading symbol “2LY”, and on the OTCQB Venture Market, under the trading symbol “HITIF”.

 

History

 

The Corporation was incorporated under the Business Corporations Act (Alberta) (“ABCA”) on February 8, 2018, under the name “High Tide Ventures Inc.”. Effective October 4, 2018, the Corporation amended its articles of incorporation and changed its name to “High Tide Inc.” Since its inception, the Corporation has grown, both organically and via strategic acquisitions (including, its most recent acquisition of Meta Growth), to emerge as a leader in the evolving cannabis market within Canada. As one of Canada’s largest and fastest-growing retail-focused cannabis companies, the Corporation continues to pursue rapid growth to expand its presence across various jurisdictions in Canada, with its principal business segment focused on the distribution and sale of cannabis and cannabis products in the provinces of Alberta, Ontario, Saskatchewan, and Manitoba.

 

Intercorporate Relationships

 

As at the date of this Prospectus, the Corporation has 11 direct, wholly-owned subsidiaries (including Meta Growth), and 1 indirect, majority-owned subsidiary. The Corporation also holds a 50% direct interest in Saturninus Partners, a general partnership existing under the laws of the Province of Ontario.

 

Meta Growth, a wholly-owned subsidiary of the Corporation, has 13 direct, wholly-owned subsidiaries, 6 indirect, majority-owned subsidiaries, and 2 indirect, minority-owned subsidiaries. In addition, Meta Growth holds a 49% direct interest in NAC Northern Alberta Limited Partnership, a limited partnership existing under the laws of the Province of Alberta, as well as an indirect, 51% interest in NAC Northern Alberta Limited Partnership, and an indirect, 51% interest in each of 4 limited partnerships existing under the laws of the Province of Manitoba (collectively, the “Manitoba Limited Partnerships”).

 

As at the date of this Prospectus, the Corporation operates the Business through the following 9 wholly-owned subsidiaries:

 

Valiant Canada, a wholly-owned subsidiary of the Corporation formed under the ABCA on November 1, 2020, pursuant to articles of amalgamation filed in respect of the amalgamation of RGR Canada Inc. (“RGR Canada”) and Famous Brandz Inc. (“Famous Brandz”), both of which were wholly-owned subsidiaries of the Corporation.

 

Canna Cabana, a wholly-owned subsidiary of the Corporation formed under the ABCA on November 1, 2020, pursuant to articles of amalgamation filed in respect of the amalgamation of Canna Cabana Inc. (as constituted at such time, “Old Canna Cabana”) and Canna Cabana (SK) Inc. (“Canna SK”), both of which were wholly-owned subsidiaries of the Corporation.

 

KushBar, a wholly-owned subsidiary of the Corporation incorporated under the ABCA on January 9, 2018.

 

HT Global Imports Inc., a wholly-owned subsidiary of the Corporation incorporated under the ABCA on February 7, 2019.

 

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Valiant Distributions Inc., a wholly-owned subsidiary of the Corporation incorporated under the laws of the State of Delaware on April 6, 2019.

 

2680495 Ontario Inc., a wholly-owned subsidiary of the Corporation formed incorporated under the Business Corporations Act (Ontario) on February 11, 2019.

 

Smoker’s Corner Ltd., a wholly-owned subsidiary of the Corporation incorporated under the ABCA on July 22, 2009.

 

High Tide Inc. B.V., a wholly-owned subsidiary of the Corporation incorporated under the laws of the Netherlands on November 20, 2018.

 

Meta Growth, a wholly-owned subsidiary of the Corporation incorporated under the ABCA on June 18, 2015.

 

The following chart sets out the material intercorporate relationships of the Corporation as at the date of this Prospectus:

 

 

Note: (1) Saturninus Partners is a general partnership established in the Province of Ontario, in which the Corporation holds a direct 50% interest.

 

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The following chart sets out the material intercorporate relationships of Meta Growth, a wholly-owned subsidiary of the Corporation, as at the date of this Prospectus:

 

 

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Below is a summary of the business and operations of the Corporation’s material subsidiaries within the retail and wholesale segments of the Business, as at the date of this Prospectus.

 

Canna Cabana

 

Canna Cabana is the successor entity to Old Canna Cabana and Canna SK, both of which were wholly-owned subsidiaries of the Corporation, and were amalgamated in November 2020 pursuant to the ABCA to form Canna Cabana. Canna Cabana is the Corporation’s primary retail cannabis business, offering for retail sale various cannabis products and accessories through its provincially-authorized cannabis retail store locations. As of the date of this Prospectus, Canna Cabana operates a retail cannabis chain with 34 branded stores operating across Canada, in the provinces of Alberta, Ontario and Saskatchewan.

 

Canna Cabana’s flagship retail concept is designed to expose customers to a unique, consistent and scalable retail design and customer experience, and to emphasize the holistic and natural qualities of cannabis. Through its in-store displays, its highly trained and knowledgeable staff, and a tailored store atmosphere, Canna Cabana aims at creating a sophisticated yet playful customer experience, while educating customers and providing them with insight and guidance with respect to its product offerings.

 

Meta Growth

 

Meta Growth is the Corporation’s secondary retail cannabis business (and its most recently added retail cannabis chain), offering for retail sale various cannabis products and accessories through its provincially-authorized cannabis retail store locations. As of the date of this Prospectus, Meta Growth operates 34 branded stores across Canada, in the provinces of Ontario, Manitoba, and Saskatchewan. The Meta Growth retail cannabis chain offers a curated selection of top-shelf quality cannabis and accessories, both online and through retail spaces that are cool, comfortable, and designed to enhance customer experience. Through its network of recreational cannabis retail stores, Meta Growth strives to enable the public to gain knowledgeable access to Canada’s network of persons duly authorized under applicable laws to engage in the cultivation, production, growth and/or distribution of cannabis (such persons, “Licensed Producers”). As of the date of this Prospectus, Meta Growth operates its retail cannabis stores under the brand names “META”, “NewLeaf”, and “Bud & Sally”, in the provinces of Alberta, Saskatchewan, Ontario, and Manitoba. Meta Growth intends to establish its presence in the Province of British Columbia once it receives the appropriate Authorizations in British Columbia. Any such expansion is subject to obtaining the required Authorizations.

 

KushBar

 

KushBar operates a retail cannabis chain with three branded stores operating in the Province of Alberta. Founded in 2018, KushBar is the Corporation’s tertiary retail cannabis business, offering for retail sale various cannabis products and accessories through its provincially-authorized cannabis retail store locations.

 

KushBar’s flagship retail concept is designed to expose customers to a clean and stylish ambiance and offer them a unique, modern customer experience that emphasizes the holistic and natural qualities of cannabis. Through its in-store displays, its highly trained and knowledgeable staff, and a tailored store atmosphere, KushBar aims at bringing the KushBar vibe to life, while educating customers and providing them with insight and guidance with respect to its product offerings.

 

As of the date of this Prospectus, the Corporation has entered into an amended and restated asset purchase agreement dated September 1, 2020 with Halo Labs Inc. (the “Amended Halo Labs APA”), pursuant to which the Corporation has agreed to sell its three operating KushBar retail cannabis stores to Halo Kushbar Retail Inc., a wholly owned subsidiary of Halo Labs Inc., for aggregate consideration of $5.7 million.

 

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Grasscity Entities

 

Based in Amsterdam, Netherlands, SJV B.V. and SJV2 B.V. (together, the “Grasscity Entities”) operate Grasscity.com, one of the world’s premier online stores for smoking accessories and cannabis lifestyle products. Established in 2000, Grasscity.com is one of the most searched and visited smoking accessories retailers, with approximately 5.8 million site visits annually. Grasscity.com offers an extensive selection of hand-picked smoking accessories and cannabis lifestyle products, from grinders and rolling papers to one-of-a-kind glass bongs, smoking pipes, oil rigs and bubblers. The Grasscity.com e-commerce platform generates over 90% of its revenues from customers located in the United States.

 

The Grasscity Entities also operate CBDCity.com, one of the world’s newest online stores selling a wide variety of CBD-focused products to international consumers. Established in May 2020, CBDCity.com is backed by a team with over 20 years of e-commerce experience and offers an extensive selection of hand-picked CBD oils and capsules, CBD skin care products, CBD edibles and CBD smoking accessories such as vaporizers and cartridges. CBDCity.com conducts its operations within those States of the United States in which activities relating to industrial hemp and industrial hemp-based CBD have been legalized under applicable laws.

 

Valiant Canada

 

Valiant Canada is the successor entity to RGR Canada and Famous Brandz, both of which were wholly-owned subsidiaries of the Corporation, and were amalgamated in November 2020 pursuant to the ABCA to form Valiant Canada.

 

As a successor to RGR Canada, Valiant Canada is an established designer and international leader in the manufacture and distribution of high-quality, innovative cannabis accessories. Valiant Canada represents the wholesale segment of the Business, offering a suite of proprietary brands which have over time become well known amongst consumers. Valiant Canada’s proprietary brands include names such as “Atomik”, “Evolution”, “Puff Puff Pass”, “Vodka Glass” and “Zoom Zoom”.

 

Based in Calgary, Alberta, Valiant Canada’s design and development team continues to design products tailored to evolving market trends and consumer preferences that reflect technological innovation and comply with applicable laws. Through its relationships with its manufacturers, based in Asia, Canada, the United States, and elsewhere, which specialize in various areas of assembly and manufacturing, Valiant Canada continues to deliver to market a suite of high quality, proprietary products (such as high-quality rolling papers) as well as third-party branded products (such as Juju, Zig Zag, and Pax).

 

As a successor to Famous Brandz, Valiant Canada is also an established leader in the manufacture and distribution of branded smoking accessories and other alternative lifestyle products. Valiant Canada utilizes licensed trademarks associated with leading smoking culture brands established by celebrities and entertainment companies (such as Snoop Dogg Pounds, Trailer Park Boys, Cheech & Chong’s Up in Smoke, and Jay and Silent Bob) in its design and manufacture of various branded smoking accessories and other alternative lifestyle products. Valiant Canada distributes its products to wholesalers and retailers across the globe through business-to-business distribution channels and through a business-to-customer retail e-commerce platform. Valiant Canada has established relationships with a wide network of distributors, wholesalers and retailers with a presence across Canada, the United States and Europe, with the majority of its products being offered for sale in the United States.

 

Summary of Development in the Business

 

The Corporation was incorporated on February 8, 2018, under the ABCA. A description of the material events that have influenced the general development of the Business since the incorporation of the Corporation through to September 23, 2020, may be found in the 2020 Meta Circular, which is specifically incorporated by reference in this Prospectus. The 2020 Meta Circular may be accessed on the Corporation’s issuer profile on SEDAR at www.sedar.com. Additionally, prospective purchasers should consider the risk factors and uncertainties set forth below.

 

The following are the material events that have influenced the general development of the Business since September 23, 2020 through to the date of this Prospectus (other than developments in respect to the Offering):

 

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CSE Delisting and TSXV Listing

 

In November 2020, the Corporation completed the Arrangement, in connection with which, the Common Shares were delisted from the CSE effective November 18, 2020, and listed on the TSXV under the trading symbol “HITI”, effective November 19, 2020. For a description of the Arrangement, please see the below section entitled “Meta Growth Acquisition”.

 

Meta Growth Acquisition

 

On November 17, 2020, the Corporation and Meta Growth Corp. (as constituted at such time, “Old Meta Growth”) completed a statutory plan of arrangement (the “Arrangement”) pursuant to the ABCA, in accordance with the terms of an arrangement agreement dated August 20, 2020 and entered into by and between Old Meta Growth and the Corporation (the “Arrangement Agreement”). Pursuant to the Arrangement, the Corporation acquired all of the issued and outstanding common shares of Old Meta Growth (each a “Meta Share”) in exchange for a consideration of 0.824 Common Share for each one (1) Meta Share issued and outstanding prior to the Arrangement. As a result of the Arrangement, Meta Growth became a wholly-owned subsidiary of the Corporation. Old Meta Growth was delisted from the TSXV on the close of trading on November 18, 2020.

 

Following the completion of the Arrangement:

 

Each issued and outstanding common share purchase warrant of Old Meta Growth (each, a “Old Meta Warrant”) and stock option of Old Meta Growth (each, a “Old Meta Option”) that had not been exercised prior to closing of the Arrangement, became exercisable into Common Shares, with each holder thereof being entitled to receive, upon exercise, such number of Common Shares as the holder would have received pursuant to the Arrangement if, immediately prior to the effective time of the Arrangement, such holder had exercised such Old Meta Warrant or Old Meta Option, as the case may be, for Meta Shares and subsequently exchanged such Meta Shares for Common Shares under the Arrangement. In connection with the completion of the Arrangement, an aggregate of 48,636,422 Old Meta Warrants previously listed on the TSXV under the symbol “META.WT” were delisted from the TSXV. The delisted Old Meta Warrants were relisted for trading as an aggregate of 40,076,412 Warrants (such number being the number of Old Meta Warrants adjusted on the basis of the exchange ratio applicable under the Arrangement) on the TSXV under the symbol “HITI.WT”, with such warrants to remain listed on the TSXV until the earlier of their exercise, expiry or delisting.

 

Convertible debentures of Old Meta Growth issued under the debenture indenture dated November 23, 2018 and entered into between Old Meta Growth and TSX Trust Company, as trustee for the holders of such debentures (the “Old Meta Debentures”) that had not been converted prior to closing of the Arrangement, continued as debt obligations of Meta Growth (but are convertible into Common Shares). The Old Meta Debentures were delisted from the TSXV in connection with the Arrangement, and were relisted for trading as Unsecured Debentures on the TSXV under the symbol HITI.DB”, with such Unsecured Debentures to remain listed on the TSXV until the earlier of their conversion, maturity, or delisting.

 

Each holder of a restricted share unit of Old Meta Growth (each, an “Old Meta RSU”) that had not vested prior to closing of the Arrangement, became entitled to receive, upon vesting, such number of Common Shares which the holder would have been entitled to receive pursuant to the Arrangement if such Old Meta RSUs had vested immediately prior to completion of the Arrangement and such holder had subsequently exchanged the number of Meta Shares to which such holder would have been entitled upon such vesting for Common Shares pursuant to the Arrangement.

 

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Retail Cannabis Stores

 

The following chart sets out the retail cannabis stores operated by the Corporation as at the date of this Prospectus:

 

Municipality and Province   Number of Stores   Store Brand
Airdrie, Alberta   3   Canna Cabana and NewLeaf
Banff, Alberta   1   Canna Cabana
Beaumont, Alberta   1   Canna Cabana
Bonnyville, Alberta   1   Canna Cabana
Burlington, Ontario   1   Canna Cabana
Calgary, Alberta   17   Canna Cabana and NewLeaf
East York, Ontario   1   Canna Cabana
Edmonton, Alberta   7   Canna Cabana and NewLeaf
Fort Saskatchewan, Alberta   1   Canna Cabana
Grande Prairie, Alberta   1   Canna Cabana
Hamilton, Ontario   1   Canna Cabana
Lacombe, Alberta   1   Canna Cabana
Leduc, Alberta   1   NewLeaf
Lethbridge, Alberta   2   Canna Cabana and NewLeaf
Lloydminster, Alberta   1   Canna Cabana
Niagara Falls, Ontario   1   Canna Cabana
Okotoks, Alberta   1   Canna Cabana
Olds, Alberta   1   Canna Cabana
Red Deer, Alberta   1   Canna Cabana
St. Albert, Alberta   2   Canna Cabana and NewLeaf
Sudbury, Ontario   1   Canna Cabana
Swift Current, Saskatchewan   1   Canna Cabana
Tisdale, Saskatchewan   1   Canna Cabana
Toronto, Ontario   3   Canna Cabana and  Meta Growth
Whitecourt, Alberta   1   Canna Cabana
Medicine Hat, Alberta   1   KushBar
Morinville, Alberta   1   KushBar
Camrose, Alberta   1   KushBar
Scarborough, Ontario   1   Meta Growth
Guelph, Ontario   1   Meta Growth
Kitchener, Ontario   1   Meta Growth
Winnipeg, Manitoba   5   Meta Growth
Opaskwayak Cree Nation, Manitoba   1   Meta Growth
Brandon, Manitoba   1   Meta Growth
Morden, Manitoba   2   Meta Growth
Moose Jaw, Saskatchewan   1   Meta Growth

 

Recent Developments

 

COVID-19

 

On March 11, 2020, the World Health Organization recognized the outbreak of COVID-19 as a pandemic, which has had a profound impact on the global economy. The pandemic has been a rapidly evolving situation throughout the year, which the Corporation has been closely monitoring. Initially, certain provincial and territorial governments in Canada imposed various degrees of temporary lockdown measures forcing non-essential businesses to close during the pandemic, including retail cannabis stores in some jurisdictions, while certain other jurisdictions allowed retail cannabis stores to remain open with certain operational limitations and protocols.

 

Although the original provincial lockdown measures have since been eased in most areas, there has been a recent trend of stricter lockdown measures being imposed again across various jurisdictions, as a result of the recent increase in COVID-19 cases across Canada. On January 12, 2021, for example, Ontario declared an emergency and issued a stay-at-home order, effective January 14, 2021 as a public health measure. Under the stay-at-home order, retail cannabis stores in the Province of Ontario are able to continue offering curbside pickup and delivery. However, in-store sales are not permitted during this period.

 

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As of the date of this Prospectus, to the knowledge of the Corporation, retail cannabis stores across the provinces of Alberta, British Columbia, and Manitoba remain open allowing for in-store sales with pandemic protocols in place. However, there is a possibility that further lockdown measures could be imposed or extended across one or more provinces and territories of Canada given the recent increase in COVID-19 cases across Canada. Any stay-at-home order in the provinces in which the Corporation and its subsidiaries conduct the Business may have a Material Adverse Effect.

 

As at the filing date of the Interim Financial Statements, the Corporation’s operations and financial condition were not materially affected by COVID-19, which has largely been due to the Corporation having organized the Business to diversify both its revenue stream geographically (within Canada and other jurisdictions outside of the U.S.), and its product offerings. The Corporation believes that, amid COVID-19, product and revenue stream diversification, combined with its participation in the Canada Emergency Wage Subsidy (“CEWS”), as described below, have allowed it to effectively offset any material, location-specific impact of COVID-19 on the Corporation’s operations and financial condition. In particular, notwithstanding COVID-19-related lockdowns and restrictions (including “curb-side pickup” governmental orders) the Corporation has been able to continue to operate its cannabis retail locations within Canada without prolonged interruption and has been able to source its product offerings without material difficulties.

 

In light of the evolving nature of the COVID-19 pandemic, the Corporation continues to monitor the impact of COVID-19 on its operations and financial condition on an ongoing basis and intends to supplement its disclosure in future filings, where required under applicable Canadian securities laws, to disclose any material impact of COVID-19 on its operations and financial condition.

 

Canadian Emergency Wage Subsidy

 

As of the date of this Prospectus, the Corporation has multiple operating subsidiaries that operate different segments of the Business. During the nine month period ended July 31, 2020, some of the Corporation’s subsidiaries, including Valiant Canada and 2680495 Ontario Inc., experienced, individually, a decrease in revenue in the earlier part of the current financial year of the Corporation, and accordingly, were qualified to receive funds under the CEWS during the nine month period ended July 31, 2020. The CEWS is provided to eligible Canadian employers whose businesses have been adversely affected by COVID-19. During the nine month period ended July 31, 2020, the Corporation received approximately $490,000 (July 31, 2019 - $Nil) in CEWS, which was credited to general and administrative expenses in the Interim Financial Statements.

 

Smoke Cartel Agreement

 

On January 25, 2021, the Corporation entered into a definitive agreement and plan of merger (the “Smoke Cartel Acquisition Agreement”) with Smoke Cartel, one of the leading online retailers of consumption accessories, including glass water pipes and vaporizers, as well as CBD products (Industrial-Hemp derived) in the U.S. Pursuant to the Smoke Cartel Acquisition Agreement, the Corporation agreed to acquire all of the issued and outstanding shares of Smoke Cartel (the “Smoke Cartel Shares”) for aggregate gross consideration of US$8,000,000, with (i) US$6,000,000 payable in Common Shares, at a deemed price per Common Share equal to the volume weighted average price per Common Share on the TSXV for the ten (10) consecutive trading days prior to the closing date (the “Share Consideration”), and (ii) US$2,000,000 payable in cash (the “Cash Consideration”).  In light of certain U.S. securities law considerations, the significant shareholders of Smoke Cartel have agreed to allocate the Cash Consideration to the shareholders of Smoke Cartel, generally, with such shareholders expected to be paid fully in cash, using all or a portion of the Cash Consideration. The Smoke Cartel Acquisition Agreement stipulates that 25% of the Share Consideration will be placed in escrow for a period of 12 months from Closing. The closing of the transaction is subject to customary closing conditions, including the receipt of Authorizations, subject to which, the transaction is expected to be completed in March 2021.

 

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Meta Growth Loan Amendments

 

On January 6, 2021, Meta Growth, the Corporation’s wholly-owned subsidiary, entered into two loan amending agreements (together, the “OCN Amending Agreement”) with Opaskwayak Cree Nation (“OCN”) to extend the maturity of certain credit facilities of Meta Growth, totaling $20,000,000 (the “Meta Growth Credit Facilities”) to December 31, 2024, and remove an annual administration fee of 2.5% applicable to the Meta Growth Credit Facilities. Prior to the amendments, the Meta Growth Credit Facilities partially matured on December 31, 2022, and obligated Meta Growth to pay interest at a rate of 10.0% per annum (on amounts withdrawn under the Meta Growth Credit Facilities) and an annual administration fee of 2.5%. In addition, pursuant to the OCN Amending Agreement, Meta Growth and OCN agreed to transition the remaining undrawn balance under the Meta Growth Credit Facilities, in the amount of $6,750,000 (the “Remaining OCN Credit Balance”), from Meta Growth to the Corporation, granting the Corporation the ability to draw down on the Remaining OCN Credit Balance directly. The Corporation and OCN have entered into a loan agreement for the Remaining OCN Credit Balance (the “Remaining OCN Credit Facility”), which facility matures on December 31, 2024, and accrues interest on amounts withdrawn at an interest rate of 10.0% per annum. The Corporation’s obligations under the Remaining OCN Credit Facility are secured by the assets of the Corporation and certain of the Corporation’s subsidiaries, pursuant to a subordinated security interest (ranking behind the senior creditors of the Corporation and the applicable subsidiaries) granted in favour of OCN and such other persons who may, from time to time, become a party to the security agreement.

 

Windsor Loan Amendments

 

In December 2020, Windsor and the Corporation entered into an amendment agreement (the “Windsor Loan Amending Agreement”) in respect of the Windsor Loan Agreement, pursuant to which Windsor agreed to (i) extend the maturity date of the Windsor Loan Agreement by one (1) year, to December 31, 2021 (with an ability to extend for a further one (1) year period, to December 31, 2022, upon meeting certain specified conditions), and (ii) reduce the interest rate applicable to the Windsor Loan Agreement, from 11.5% to 10.0% per annum. In addition, Windsor and the Corporation agreed to amend the terms of the 58,823,529 Warrants (the “Windsor Warrants”) issued to Windsor on January 7, 2020 in connection with the Windsor Loan Agreement (each such Windsor Warrant entitles the holder thereof to purchase one (1) Common Share at a price per Common Share equal to 150% of the conversion price in effect on the date of the exercise of the Warrants for a period of two (2) years from the date of issuance).

 

The amendment (i) confirms that only 35,294,117 Windsor Warrants have vested as at the date of the amendment, (ii) confirms that the remaining 23,529,412 Windsor Warrants are cancelled and rendered null and void, (iii) fixes the exercise price per each outstanding Windsor Warrant at $0.255, (iv) removes certain the downward adjustment provisions in respect of the said exercise price, and (v) extends the expiry date of the Windsor Warrants that have not been cancelled to December 31, 2022.

 

Toronto Canna Cabana Litigation

 

In this subheading, the “First Expression of Interest Application Lottery” means the lottery conducted by the Alcohol and Gaming Commission of Ontario (the “AGCO”), on January 11, 2019, for the allocation of one of the 25 limited opportunities to apply for a Retail Store Authorization to operate a cannabis retail store in the Province of Ontario.

 

In March 2019, the Corporation entered into an option agreement (the “2019 Option Agreement”) with a third winner (the “Toronto Lottery Winner”) selected in the First Expression of Interest Application Lottery and an entity controlled by the Toronto Lottery Winner (together with the Toronto Lottery Winner, the “Toronto Litigants”), in respect of the establishment and operation of a retail cannabis store within the City of Toronto, Ontario.

 

In November 2020, the Toronto Litigants commenced an originating application (the “Application”) in the Court of Queen’s Bench of Alberta against the Corporation, in respect of the 2019 Option Agreement. The Application seeks (i) a declaration that the 2019 Option Agreement is valid and binding, (ii) a declaration that the Toronto Lottery Winner validly exercised a “put option” granted to the Toronto Lottery Winner pursuant to the terms of the 2019 Option Agreement, and (iii) in the alternative, a declaration that the Toronto Lottery Winner has not extinguished their right to exercise the “put option” again. The Court of Queen’s Bench of Alberta is scheduled to hear the Application on April 9, 2021. The Corporation believes the subject matter of the Application to be without merit and intends to fully defend its interests and take all other legal actions available to it.

 

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The outcome of the Application is subject to ongoing court proceedings, and it is not practicable to determine an estimate of the possible financial effect (if any) on the Corporation at this time, with sufficient reliability. There can be no assurance that the Corporation will be successful in challenging the Application. In the event that the Toronto Litigants are successful, the Corporation may be exposed to a claim for recovery of legal costs associated with the Application by the Toronto Litigants.

 

Nasdaq Listing

 

In December 2020, the Corporation announced its intention to pursue an additional listing of the Common Shares the Nasdaq Exchange, as part of its capital markets initiative, with the goal of enhancing shareholder value.

 

As of the date of this Prospectus, the Corporation has filed a standard-form listing application with the Nasdaq Exchange, in respect of the proposed listing of the Common Shares. The Corporation is required to register the Common Shares under the Securities Exchange Act of 1934, as amended, by filing a registration statement on Form 40-F with the U.S. Securities and Exchange Commission.

 

The Corporation is expected to become a reporting company within the U.S. upon the Form 40-F registration statement being declared effective, which is expected to occur concurrently with the listing on the Nasdaq Exchange. As of the date of this Prospectus, the Corporation continues to work with its Canadian and U.S. legal counsel and is in the process of filing the Form 40-F registration statement, which is expected to be completed in calendar Q1, 2021, subject to there being no delays in the Nasdaq Exchange’s review of listing application. In particular, although the Nasdaq Exchange is expected to begin its review of the Corporation’s listing application once the Corporation has filed the Form 40-F registration statement, the Corporation has been advised by its U.S. legal counsel that, as a result of normal-course backlogs and delays in the Nasdaq Exchange’s review of listing applications, the Nasdaq Exchange’s complete review process could take up to 5 months.

 

In order to be listed on the Nasdaq Exchange, the Corporation must meet the Nasdaq Exchange’s minimum listing requirements, one of which requires the Corporation to have the required stockholders equity. The Corporation is currently in the process of assessing its ability to satisfy this requirement together with its Canadian and U.S. legal counsel. In connection with the proposed listing of the Common Shares on the Nasdaq Exchange, the Corporation may be required to undertake a reorganization of its capital structure in order to meet the minimum share price requirements of the Nasdaq Exchange, and may in order to give effect thereto, undertake a consolidation of the issued and outstanding Common Shares, if and to the extent necessary.

 

Any listing of the Common Shares on the Nasdaq Exchange remains subject to the satisfaction of all applicable listing requirements of the Nasdaq Exchange, and applicable regulatory requirements. There can be no assurance as to the successful listing of the Common Shares on the Nasdaq Exchange, or the timing of any such listing.

 

Competitive Conditions

 

The Corporation faces, and will continue to face, intense competition from existing and new retailers, wholesalers, producers and retailers of adult-use cannabis, and other applicable participants in the cannabis industry whose services overlap with the retail cannabis segment, as well as other segment(s) of the cannabis industry within which the Corporation may from time to time be engaged in. Some of the competitors of the Corporation may have greater financial resources, market access and manufacturing and marketing experience than the Corporation.

 

Increased competition by numerous independent cannabis retail outlets and larger and better financed competitors (including new entrants), could have a Material Adverse Effect.

 

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The Corporation believes that its competition can be broadly grouped into the following five categories:

 

(a) Vertically Integrated Competitors: This class of competitors (which may include Licensed Producers that are able to produce cannabis and cannabis products sold at retail stores of their affiliates) includes well-financed competitors with an established operating history in Canada, and significant scale. These competitors are able to compete directly with the Corporation in the cannabis markets in the provinces of Alberta, Ontario, Saskatchewan, and Manitoba, as the case may be.

 

(b) Existing Retailers: This class of competitors includes early-stage and semi-developed retail cannabis businesses, as well as established retail cannabis businesses, which may be well capitalized, and which may also have an established and longer retail operating history in Canada. These competitors are able to compete directly with the Corporation in the cannabis markets in the provinces of Alberta, Ontario, Saskatchewan, and Manitoba, as the case may be.

 

(c) Government Competition: This class of competitors includes government wholesalers that sell directly to consumers, such as the Ontario Cannabis Store in the Province of Ontario and the Alberta Gaming, Liquor and Cannabis Commission (formerly, Alberta Gaming, and Liquor Commission) (the “AGLC”) in the Province of Alberta. These competitors are able to compete directly with the Corporation in the cannabis markets in the provinces of Alberta and Ontario.

 

(d) Illicit Market: This class of competitors includes Persons and businesses operating in the illicit market within various jurisdictions across Canada. These competitors, who Management believes continue to divert a sizeable number of commercial opportunities from the Corporation, are able to compete directly with the Corporation in the cannabis markets in the provinces of Alberta, Ontario, Saskatchewan, and Manitoba, as the case may be.

 

(e) Existing Wholesalers: This class of competitors includes early-stage and semi-developed wholesalers, as well as established wholesalers, which may be well capitalized, and which may also have an established and longer retail operating history in Canada. These competitors are able to compete directly with the Corporation in the cannabis markets in the provinces of Alberta, Ontario and Saskatchewan within Canada, as well as in the United States. As of the date of this Prospectus, most of the Corporation’s competitors in the wholesale segment of the Business operate primarily as product distributors, whereas Valiant Canada (the successor to and Famous Brandz and RGR Canada) designs, directly sources, imports and distributes its product offerings. As a result, Management believes that this provides the Corporation with a competitive advantage through vertical integration, enabling Valiant Canada to bring to market unique product designs and offer wholesale customers favourable and flexible pricing.

 

To remain competitive, the Corporation will require a continued high level of investment in research and development, marketing, sales and client support. The Corporation may not have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitive basis which could have a Material Adverse Effect. However, the Corporation believes that the experience of Management in the retail cannabis spaces has and will continue to provide the Corporation with a competitive advantage in navigating the complexities of a highly regulated, evolving marketplace and that its competitive position is at least equivalent to that of other cannabis retailers in Canada of a similar size and at a similar stage of development.

 

Intangible Properties

 

The Corporation’s consumer-focused brands, Canna Cabana, KushBar, and CBDCity, have been an important part of the operation of the Corporation, and trademarks and other intellectual property rights continue to be essential to maintain the success and competitive position of the Corporation.

 

The Corporation’s portfolio of registered trademarks and designs (including the trademarks and trademark applications of Old Meta Growth, acquired by the Corporation as a result of the Arrangement) continue to be valuable assets that distinguish the Corporation’s brand and reinforce customers’ positive perception of its products and stores. As such, the Corporation has devoted, and expects to continue to devote, significant resources to the protection of its intellectual property rights, through, among other things, trade secrets, technical know-how and proprietary information. The Corporation will continue to seek protection of its intellectual property by seeking and obtaining registered protection (including patents) where possible, developing and implementing standard operating procedures and entering into agreements with parties that have access to the Corporation’s inventions, trade secrets, technical know-how and proprietary information such as business partners, collaborators, employees and consultants, to protect the confidentiality and ownership of intellectual property.

 

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Employees

 

As at the date of this Prospectus, the Corporation had approximately 636 employees, with approximately 603 employees based in Canada, 16 employees based in the United States, and approximately 17 employees based in other jurisdictions (including the Netherlands).

 

Non-Canadian Operations

 

As at the date of this Prospectus, the Corporation conducts operations in the United States through Valiant Canada (the successor to Famous Brandz), within States in which the manufacture and distribution of branded smoking accessories and other alternative lifestyle products are permitted under applicable laws, including the States of Illinois, Michigan, California, and Ohio. In May 2020, the Corporation launched CBDCity.com and began conducting additional operations in the United States through the Grasscity Entities, within States in which activities relating to industrial hemp and industrial hemp-based CBD have been legalized under applicable laws. The Corporation also conducts operations in the Netherlands through the Grasscity Entities, in accordance with applicable laws.

 

REGULATORY OVERVIEW

 

The following summary is intended to provide a general overview of the primary Canadian federal and provincial laws and regulations in respect of the distribution and sale of adult-use cannabis, cannabis products and cannabis accessories. The provincial and territorial regulatory frameworks relating to cannabis are complex and rapidly evolving, with provincial and territorial governments in Canada having taken different approaches to regulating cannabis and cannabis-related activities. The below summary is not intended to be an exhaustive, and does not address the laws and regulations of any other jurisdiction. The Corporation continues to monitor regulatory developments and their impact(s) on the Business, including the Corporation’s proposed plans for further expansion and growth.

 

Federal Framework

 

On October 17, 2018, the Cannabis Act and the Cannabis Regulations came into force in Canada, replacing the Access to Cannabis for Medical Purposes Regulations (“ACMPR”) and the Controlled Drugs and Substances Act (“CDSA”) as the governing laws and regulations in respect of the production, processing, sale and distribution of cannabis for medical and adult recreational use.

 

The Cannabis Act provides a licensing and permitting framework for the cultivation, processing, importation, exportation, testing, packaging, labelling, sending, delivery, transportation, sale, possession and disposal of cannabis for adult recreational use, which is implemented by the Cannabis Regulations. Among other things, the Cannabis Act:

 

Contains restrictions on the amounts of cannabis that individuals can possess and distribute, on public consumption and use.

 

Prohibits the sale of cannabis unless authorized by the Cannabis Act.

 

Permits individuals 18 years of age or older to cultivate, propagate, and harvest up to and including four (4) cannabis plants in their dwelling-house, propagated from a seed or plant material authorized by the Cannabis Act.

 

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Restricts (but does not strictly prohibit) the promotion and display of cannabis, cannabis accessories and services related to cannabinoids to consumers, including restrictions on branding and a prohibition on false or misleading promotion and on sponsorships.

 

Permits the informational promotion of cannabis in specified circumstances to individuals 18 years of age and older (or any older age specified by applicable provincial legislation).

 

Contains packaging and labelling requirements for cannabis and cannabis accessories.

 

Prohibits the sale of cannabis or cannabis accessories in packaging or with labelling that could be appealing to young persons.

 

Provides the designated Minister with the power to recall any cannabis or class of cannabis on reasonable grounds that such a recall is necessary to protect public health or public safety.

 

Establishes the cannabis tracking and licensing system.

 

Provides powers to designated inspectors for the purpose of administering and enforcing the Cannabis Act and a system for administrative monetary penalties.

 

The Cannabis Regulations, among other things:

 

Provide for the issuance of cultivation licences for standard cultivation, micro-cultivation, and nursery cultivation, licences for standard processing and micro-processing, as well as sales licences for medical or non-medical use.

 

Contain requirements for all cannabis products to be packaged in a tamper-evident and child-resistant manner.

 

Require specified product information on cannabis product labels (such as the name of the party who packaged the products, the product lot number, and the tetrahydrocannabinol (“THC”) and cannabidiol content).

 

Prohibit testimonials, lifestyle branding and packaging that is appealing to youth.

 

The Cannabis Act provides provincial and municipal governments the authority to prescribe regulations regarding retail and distribution, as well as the ability to alter some of the existing baseline requirements, such as increasing the minimum age for the purchase and consumption of cannabis. As of the date of this Prospectus, various provincial and municipal governments in Canada have enacted legislation to regulate the storefront and online sale of cannabis produced by Licensed Producers.

 

Provincial Framework

 

The following section provides a general overview of the applicable laws and regulations governing the retail sale and distribution of adult-use cannabis, cannabis products and cannabis accessories in the four key provinces within which the Corporation conducts the Business as at the date of this Prospectus.

 

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Alberta

 

On November 30, 2017, the Government of Alberta passed Bill 26, An Act to Control and Regulate Cannabis (“Bill 26”), introducing the regulatory framework for recreational cannabis sales in Alberta. On June 11, 2018 the Gaming and Liquor Statues Amendment Act, 2018 (“Bill 6”) received Royal Assent, coming into force in the Province of Alberta effective July 14, 2018. Bill 6 introduced several changes intended to modernize the Gaming and Liquor Act (Alberta) (as constituted then) to include cannabis, and better equip the AGLC to carry out its expanded mandate. Together, Bill 26 and Bill 6 have amended the Gaming and Liquor Act (Alberta) (renamed the Gaming, Liquor and Cannabis Act) (the “Alberta Cannabis Act”) to govern the purchase, distribution, sale and consumption of recreational cannabis in the Province of Alberta. Effective July 14, 2018, Alberta Regulation 13/2018 (“AR 13/2018”) came into force in the Province of Alberta, amending the Gaming and Liquor Regulation, Alta Reg. 143/96 (now re-named the Gaming, Liquor and Cannabis Regulation (the “Alberta Cannabis Regulations”).

 

As at the date of this Prospectus, the AGLC is the provincial body responsible for the oversight of the private retail adult-use cannabis industry within the Province of Alberta. The AGLC is exclusively authorized to purchase adult-use cannabis products from Licensed Producers, which the AGLC may then either (i) distribute to licensed private retailers for sale from licensed premises, or (ii) sell directly through an online platform operated by the AGLC. The AGLC is also responsible for issuing licences to private retailers authorizing the sale of adult-use cannabis products in accordance with the Alberta Cannabis Act, the Alberta Cannabis Regulations, and the AGLC’s policies and conditions. The Alberta Cannabis Act authorizes the AGLC to establish policies, including in respect to the advertising and promoting of cannabis and cannabis retail licences. As of the date of this Prospectus, the Retail Cannabis Store Handbook published by the AGLC (the “AGLC Handbook”) sets out the policies and guidelines of the AGLC related to cannabis retail licences.

 

The Alberta Cannabis Act prohibits, among other things (i) the online sale of cannabis products by anyone other than the AGLC, (ii) agreements between cannabis licensees and suppliers in respect of the sale or promotion of the supplier’s cannabis, except as provided by the Alberta Cannabis Regulations, (iii) the sale of adult-use cannabis products to an intoxicated person, (iv) the use of certain terms commonly associated with medicine, health or pharmaceuticals (such as, the words “pharmacy”, “dispensary”, “apothecary”, “drug store”, “medicine”, “medicinal”, and “health”) in any signage for a licensed premises or the name of a licensee, and (v) individuals under the age of 18 from entering licensed premises or purchasing, obtaining, or possessing, cannabis. The Alberta Cannabis Act also prohibits the issuance of a cannabis retail licence to an applicant, unless the applicant will conduct the sale of cannabis as a separate business from any other activities of the applicant, and in a location which offers for sale only cannabis products, cannabis accessories (as defined in the Cannabis Act) or other prescribed items.

 

The Alberta Cannabis Regulations sets out detailed rules regarding (i) the ownership and operation, and location, of licensed premises, (ii) the staffing, security and safety requirements for licensed premises, and (iii) the process for review and approval of applications for cannabis retail store licences. The Alberta Cannabis Regulations prohibits a licensed premises from being located within 100 meters of a provincial health care facility, a school, or land designated as a school reserve or municipal and school reserve, provided however, that municipalities may elect to expressly vary such locational restrictions within the applicable land use by-laws.

 

Previously, the Alberta Cannabis Regulations also prohibited the issuance of a retail cannabis licence if it would result in more than 15% of the total number of issued retail cannabis licences in Alberta being held by one person or a group of persons having common control. However, effective November 10, 2020, the Alberta Cannabis Regulations were amended to remove this prohibition.

 

The AGLC Handbook stipulates that cannabis retail stores may only offer for sale cannabis accessories that promote the responsible and legal storage and consumption of cannabis. The AGLC Handbook also stipulates that the majority of sales of a retail cannabis store must be cannabis. The AGLC has published a list of cannabis accessories it considers to be approved for sale in licensed premises. Among others, accessories that may not be sold at cannabis retail stores include consumable products other than cannabis, products intended to be mixed, applied or consumed with cannabis, organic solvents and products, and promotional material related to the medical use of cannabis.

 

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Each municipality in Alberta is responsible for establishing its own land use and business licensing by-laws governing the issuance of development permits, building permits and business licences to prospective cannabis retail store licensees. As of the date of this Prospectus, some municipalities have implemented a random selection process for determining the order and priority of review of initial cannabis retail store applications, while others have adopted a first-come, first-served approach. Most municipalities have adopted additional separation requirements beyond the requirements stipulated by the Alberta Cannabis Regulations, including, separation requirements between competing cannabis retail stores, and between a cannabis retail store and other sensitive establishments such as schools, hospitals, treatment centres, and/or public parks, subject to discretionary variances (from the prescribed separation distances) which may be granted by a duly appointed development officer, or the Subdivision and Development Appeal Board pursuant to the Municipal Government Act (Alberta).

 

Ontario

 

On December 12, 2017, the Government of Ontario passed the Cannabis Act, 2017 (Ontario) (the “Ontario Act”), to regulate the use, sale and distribution of adult-use cannabis exclusively through a limited number of government stores controlled by the Ontario Cannabis Store (“OCS”), a subsidiary of the existing Liquor Control Board of Ontario (the “LCBO”). In August 2018, following the Ontario provincial election, the new Government of Ontario changed course, announcing a new hybrid system that permits recreational cannabis to be sold in private retail stores, and online through the Province of Ontario.

 

On October 17, 2018, Bill 36, An Act to enact a new Act and make amendments to various other Acts respecting the use and sale of cannabis and vapour products in Ontario (“Bill 36”), received Royal Assent. Bill 36 amended the Ontario Act and enacted the Cannabis Control Act (the “Cannabis Control Act”), and the Cannabis Licence Act, 2018 (the “Cannabis Licence Act”), to introduce a licensing regime for privately-owned retail cannabis outlets administered by the AGCO. On November 14, 2018, the Government of Ontario released the General Regulation under the Cannabis Licence Act (the “Ontario Cannabis Regulations”), which provides a licensing and regulatory regime for privately-owned and operated cannabis retail stores in the Province of Ontario. Authorized cannabis retail outlets may sell cannabis accessories, such as certain smoking accessories, in the same location as cannabis is sold.

 

As of the date of this Prospectus:

 

The AGCO has published the Registrar’s Standards for Cannabis Retail Stores, which, among other things, stipulates certain standards and requirements with respect to the advertising and promotional activities, training related to cannabis, security, and certain other matters.

 

The Province of Ontario has set the minimum legal age for possession and consumption of cannabis in Ontario to 19, and permits cannabis smoking or vaping anywhere that permits tobacco smoking or e-cigarettes within the province.

 

The OCS maintains a monopoly on online sales within the Province of Ontario and is the exclusive distributor of cannabis between Licensed Producers and cannabis retailers within the province.

 

Licensed cannabis retail stores within the Province of Ontario (i) are only permitted to offer for sale cannabis products obtained from the OCS, cannabis accessories and items that in some way directly relate to cannabis or its use, and (ii) may not offer for sale any food or drink that is not cannabis related.

 

The Cannabis Licence Act has established the following types of licences and authorizations: (i) a retail operator licence (the “Retail Store Operator Licence”), (ii) a cannabis retail manager licence (the “Retail Manager Licence”), and (iii) a retail store authorization (the “Retail Store Authorization”). A cannabis retail store may only open for business within the Province of Ontario upon obtaining a Retail Store Authorization in respect of the specific location, with only applicants for or holders of a Retail Store Operator Licence being eligible to apply for a Retail Store Authorization. In addition, any individual acting in a management function within a cannabis retail store, other than the holder of the Retail Store Operator Licence, must possess a Retail Manager Licence.

 

Each of the Retail Store Authorization, the Retail Store Operator Licence, and the Retail Manager Licence are subject to certain eligibility criteria. For example, Retail Store Authorizations will not be issued for proposed locations that are within prescribed distances from schools or for locations within municipalities in the province that have opted out of having cannabis stores located within their boundaries prior to January 22, 2019. The AGCO can also refuse an applicant if the AGCO is not satisfied with the applicant’s ability to exercise sufficient control (directly or indirectly) over its retail cannabis business, including over the premises, equipment and facilities.

 

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Although the Government of Ontario had previously implemented certain limits on the total number of retail cannabis stores permitted in the province, on December 12, 2019, the Government of Ontario announced that it would be moving toward an open market for retail cannabis stores. Effective January 6, 2020, amendments to the Ontario Cannabis Regulations eliminated the lottery process previously implemented to allocate a fixed number of Retail Store Operator Licences, and opened the application process for Retail Store Operator Licences to any interested applicant (instead of only lottery winners). On March 2, 2020, the AGCO revoked the then-existing restrictions on the total number of Retail Store Authorizations permitted in the province (which restrictions, in the period immediately prior to such date, permitted only applicants notified by the AGCO before January 6, 2020 to apply for Retail Store Operator Licence).

 

The amendments implemented on March 2, 2020 also removed the regional distribution limits within the Province of Ontario, permitting retail cannabis stores to be opened in all municipalities that have not “opted out” of the retail cannabis system. As of the date of this Prospectus, the AGCO has implemented limits on the number of Retail Store Authorizations that a Retail Store Operator may hold, with Retail Store Operator currently permitted to hold up to 30 Retail Store Authorizations. It is anticipated that this cap will be increased to 75 Retail Store Authorizations, effective September 1, 2021.

 

As of the date of this Prospectus, a corporation is not eligible to be issued a Retail Store Operator Licence if more than twenty five percent (25%) of the corporation is owned or controlled, directly or indirectly, by one or more Licensed Producers or their affiliates (as defined under the Ontario Cannabis Regulations).

 

Saskatchewan

 

In the Province of Saskatchewan, the Cannabis Control (Saskatchewan) Act (“CCSA”) and the Cannabis Control (Saskatchewan) Regulations (“Saskatchewan Regulations”) establish the regulatory framework for the sale of adult-use cannabis, including the conditions required to obtain retail store and wholesale permits, as well as the conditions under which transfers of such permits are allowed. The Saskatchewan Liquor and Gaming Authority (“SLGA”) is responsible for the oversight of the private retail adult use cannabis industry in the Province of Saskatchewan, including the issuance of private retail licences, private wholesale permits, and the registration of Licensed Producers.

 

As of the date of this Prospectus, private cannabis retailers in the Province of Saskatchewan are permitted to sell cannabis, cannabis accessories and ancillary items in standalone storefront locations and deliver within the province using an approved delivery service or common carrier. In the case of online sale, certain requirements apply, which includes the requirement that all sales must be made only to persons of legal age located in the Province Saskatchewan. The SLGA is not directly engaged in the wholesale or retail distribution, or sale, of adult-use cannabis.

 

As of the date of this Prospectus, the CCSA, among other things:

 

Authorizes the SLGA to establish terms and conditions for cannabis permits, including in respect of the display, packaging or promotion of cannabis, and authorizes municipalities to fully or partially opt out of any cannabis activity authorized by a cannabis permit.

 

Does not establish requirements for the location of cannabis retail stores, and instead, defers to municipalities to set restrictions on the location of cannabis retail stores in their communities through enacting applicable land use by-laws.

 

Does not prohibit vertical integration or other close relationships between cannabis retailers and Licensed Producers.

 

Prohibits, among other things (i) individuals under the age of 19 from entering licensed premises or purchasing, obtaining, or possessing, cannabis, (ii) the sale of adult-use cannabis products to an intoxicated person, and (iii) the possession or consumption of cannabis at a school or childcare facility or at a campground for which a cannabis ban has been declared.

 

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As of the date of this Prospectus, private cannabis retailers in the Province of Saskatchewan (i) may only sell cannabis accessories and ancillary items that directly relate to cannabis, such as cannabis cookbooks, magazines and branded or themed apparel, and (ii) may not sell tobacco products, lottery tickets, snack foods and beverages, products or equipment typically associated with the extraction of cannabinoids through the use of organic solvents, or other items that may encourage the overconsumption of cannabis, the consumption of illicit cannabis or the consumption of cannabis by minors.

 

Although the Government of Saskatchewan had previously implemented limits on the allocation of the number of cannabis retail licences amongst municipalities across the province, the SLGA moved to an open licensing framework effective September 2020.

 

Manitoba

 

The Government of Manitoba has implemented a hybrid retail model for adult-use cannabis, governed by the Safe and Responsible Retailing of Cannabis Act (“SRRCA”), which introduced amendments to the Liquor and Gaming Control Act (Saskatchewan) and the Manitoba Liquor and Lotteries Corporation Act (Saskatchewan), and the Manitoba Cannabis Regulation. All cannabis retail locations in Manitoba are operated by licensed private retailers, however, such private retailers must sell cannabis sourced and supplied by the Manitoba Liquor and Lotteries Corporation (“MBLL”). Licensed private retailers in the Province of Manitoba are also authorized to conduct online sales.

 

The Liquor, Gaming and Cannabis Authority of Manitoba (“LGCA”) is responsible for regulating Manitoba’s cannabis industry, which includes licensing cannabis retail stores and distributors and ensuring that licensees comply with all regulatory requirements through regular inspections and audits. Among others, the LGCA is responsible for licensing cannabis stores and distributors in the Province of Manitoba, with its inspectors being responsible for compliance enforcement. The SRRCA includes, among others, provisions that:

 

Grant municipal governments the ability to prohibit retail cannabis sales within their boundaries by holding a plebiscite.

 

Ensure only cannabis grown by Licensed Producers is sold at retail locations.

 

Require all cannabis products sold in the Province of Manitoba are packaged and labelled according to federal requirements.

 

Impose increased penalties for specified offences.

 

Pursuant to the SRRCA the LGCA may issue the following two categories of retail cannabis licences:

 

The Controlled-Access Licence, which authorizes the operation of a cannabis retail store which does not allow customers to view or access cannabis until after purchase. A licensed premise operated under the Controlled-Access Licence must store cannabis behind a counter or behind shelving with covers to prevent customers from viewing cannabis.

 

The Age-Restricted Licence, which authorizes the operation of a cannabis retail store that persons under the age of 19 are prohibited from entering.

 

Previously, the Province of Manitoba had implemented restrictions on who may apply for a retail cannabis licence and a lottery process to allocate licences. However, effective June 1, 2020, the Province of Manitoba moved to Phase III of its retail cannabis framework, establishing an open market for adult-use cannabis sales. As of the date of this Prospectus, eligible persons and companies may apply to establish a cannabis retail store in any Manitoba community which allows the retail sale of cannabis.

 

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The Cannabis Regulation, 120/2018 (the “Manitoba Cannabis Regulation”) sets out requirements for licensed retailers and distributors, including particulars of store security, store layout, sale transactions, record-keeping requirements, restrictions on promotion and advertising, online sales and so on. In addition to the Manitoba Cannabis Regulation, retailers must also comply with the Terms and Conditions published by the LGCA.

 

U.S. CANNABIS-RELATED ACTIVITIES DISCLOSURE

 

In accordance with Staff Notice 51-352, the below discussion is intended to assist readers in understanding the extent of the Corporation and its subsidiaries’ involvement, and the risks inherent, in the U.S. cannabis industry, and address the disclosure expectations outlined in Staff Notice 51-352. In accordance with Staff Notice 51-352, the Corporation will evaluate, monitor and reassess this disclosure, and any related risks, on an ongoing basis and intends to supplement and amend the same to investors in public filings, including in the event of government policy changes or the introduction of new or amended guidance, laws or regulations regarding cannabis regulation.

 

Although the Corporation’s business activities are compliant with applicable U.S. state and local law, strict compliance with state and local laws with respect to cannabis-related activities may neither absolve the Corporation and/or its subsidiaries of liability under U.S. federal law, nor may it provide a defense to any federal proceeding which may be brought against the Corporation and or its subsidiaries.

 

Nature of Involvement in the U.S. Cannabis Industry

 

The Corporation indirectly derives a portion of its revenues from the cannabis industry in certain states, including the states of Illinois, Michigan, California, and Ohio, which industry is illegal under U.S. federal law. As of the date of this Prospectus, the Corporation and its subsidiaries are not directly or indirectly engaged in the manufacture, importation, possession, use, sale or distribution of cannabis in the recreational or medical cannabis industry in the U.S. However, the Corporation and its subsidiaries may be considered to have ancillary involvement in the U.S. cannabis industry in the following respects:

 

(a) in the U.S. cannabis industry at large, by virtue of the operations of Valiant Canada, which involve the manufacture and distribution of branded smoking accessories and other alternative lifestyle products in states such as Illinois, Michigan, California, and Ohio, in compliance with applicable laws;

 

(b) in the U.S. cannabis industry at large, by virtue of the operations of the Grasscity Entities, which involve the distribution of smoking accessories and cannabis lifestyle products (such as grinders, rolling papers, glass bongs, smoking pipes, oil rigs and bubblers), through Grasscity.com, in states such as Illinois, Michigan, California, and Ohio, in compliance with applicable laws; and

 

(c) in the U.S. Industrial Hemp (as defined hereinafter) and Industrial Hemp-based CBD industry, by virtue of the operations of the Grasscity Entities, which involve the distribution of Industrial Hemp-based cannabidiol (“CBD”) oils and capsules, CBD skin care products, CBD edibles, and CBD smoking accessories such as vaporizers and cartridges, through CBDCity.com, in states such as Illinois, Michigan, California, and Ohio, in compliance with applicable laws.

 

Approximately 18% of the Corporation’s revenue for the financial year of the Corporation ended October 31, 2019 related to the U.S. cannabis industry.

 

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Cannabis is Illegal under U.S. Federal Laws

 

In the U.S., cannabis is largely regulated at the state level with certain states having authorized the medical and/or adult use of, and activities relating to, cannabis under certain circumscribed circumstances. However, as of the date of this Prospectus, the cultivation, distribution, possession, and use of cannabis is illegal under U.S. federal law pursuant to the U.S. CSA, subject to limited exceptions in respect of Industrial Hemp under certain circumscribed circumstances, discussed below (see “Industrial Hemp”). The U.S. CSA classifies cannabis as a Schedule I controlled substance with a high potential for abuse and no currently accepted medical use, which cannot be safely prescribed (the United States Food and Drug Administration has also not approved cannabis as a safe and effective drug for any indication as of the date of this Prospectus). Consequently, a range of activities, including cultivation and the personal use of cannabis, are prohibited by U.S. federal law notwithstanding the existence of state-level laws permitting such activities in respect of medical and/or adult use cannabis at the state-level in the U.S. Such activities, as well as attempting or conspiring to violate the U.S. CSA, or aiding and abetting in a violation of the U.S. CSA, are criminal acts under U.S. federal law.

 

Enforcement of U.S. Federal laws is a Significant Risk.

 

The Supremacy Clause establishes that the U.S. Constitution and federal laws made pursuant to it are paramount, and in case of conflict between federal and state law, the federal law is paramount. In respect of the U.S. cannabis industry, the conflict between U.S. federal law and state-level laws amid the presence of the Supremacy Clause has significant implications for the U.S. cannabis industry at large. In particular, there is a significant risk that U.S. federal prosecutors may enforce U.S. federal laws and seek to prosecute actors involved in activities related to cannabis in the U.S. despite the fact that such activities may be in compliance with applicable state-level laws. Any enforcement of current U.S. federal laws by U.S. federal prosecutors could cause significant financial damage to the Corporation and the shareholders of the Corporation.

 

Limited Exceptions Applicable for Industrial Hemp

 

Prior to December 20, 2018, the cultivation or sale of Industrial Hemp for any purpose in the U.S. without a Schedule I registration with the U.S. Drug Enforcement Agency (“DEA”) was illegal, unless exempted by the 2014 Farm Bill. However, the 2018 Farm Bill, which was signed into law on December 20, 2018, removed Industrial Hemp and CBD from the Schedule I controlled substances list under the U.S. CSA, and established a regulatory framework for the cultivation and sale of Industrial Hemp. An earlier internal directive from the DEA issued to its agents on May 22, 2018, concerning the legality of Industrial Hemp and Industrial Hemp-derived products, confirms the DEA’s view that products and materials made from the cannabis plant (including cannabis extracts), to the extent falling outside the definition of cannabis (marijuana) in the U.S. CSA, are not controlled under the U.S. CSA, and may accordingly be sold and otherwise distributed throughout the U.S. without restriction under the U.S. CSA. However, despite the DEA indicating that it maintains no jurisdiction with regard to activities authorized by the 2014 Farm Bill and/or the 2018 Farm Bill, there remains significant uncertainty as to how other U.S. federal, state and local agencies, as well as financial institutions and service providers, will react to the provisions of the 2018 Farm Bill.

 

The Corporation believes that the Corporation and its subsidiaries will not be subject to any action taken by the DEA as long as the Corporation and its subsidiaries comply with the requirements of the 2014 Farm Bill and/or the 2018 Farm Bill, and applicable U.S. state laws, to the extent that their activities relate to Industrial Hemp. However, and despite the positive changes brought by the 2018 Farm Bill, there remain a number of considerations, potential changes in regulation, and uncertainties regarding the cultivation, sourcing, production and distribution of Industrial Hemp and products containing Industrial Hemp derivatives. Applicable laws and regulations in the U.S. remain subject to change as there are different interpretations among federal, state and local regulatory agencies, legislators, academics and businesses with respect to the treatment of the importation of derivatives from exempted portions of the cannabis plant, the scope of operation of the 2014 Farm Bill and the 2018 Farm Bill, and the authorizations granted to 2018 Farm Bill-compliant Industrial Hemp growers and licensed Industrial Hemp-derived CBD producers. These different federal, state, and local agency interpretations touch on, among other things, the regulation of cannabinoids by the DEA and/or the United States Food and Drug Administration. These uncertainties likely cannot be resolved without further federal and state legislation, regulation or a definitive judicial interpretation of existing legislation and rules, and in the interim period, there continue to be several legal barriers to selling Industrial Hemp and Industrial Hemp-derived CBD products, including, but not limited to barriers arising from, (i) the fact that Industrial Hemp and cannabis are both derived from the cannabis plant, (ii) the rapidly changing patchwork of state laws governing Industrial Hemp and Industrial Hemp-derived CBD, and (iii) the lack of United States Food and Drug Administration approval for CBD as a lawful food ingredient, food additive or dietary supplement.

 

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History of Legal Developments in the U.S. Cannabis Industry

 

In the U.S., cannabis containing in excess of 0.3% THC is categorized as a Schedule 1 controlled substance and is illegal under U.S. federal law, specifically the U.S. CSA. Even in U.S. states that have legalized the use of cannabis and its sale, such activities and certain related activities remain in violation of U.S. federal law that is punishable by imprisonment, substantial fines, and forfeiture. However, although federally illegal, the U.S. federal government’s approach to enforcement of the U.S. CSA has, at least until recently, trended toward non-enforcement.

 

The Cole Memorandums

 

In August 2013, then Deputy Attorney General James Cole authored a memorandum (the “Cole Memorandum”), which outlined the priorities for the DOJ relating to the prosecution of cannabis offenses. The Cole Memorandum acknowledged that, notwithstanding the designation of cannabis as a controlled substance at the federal level in the U.S., several states had enacted laws relating to cannabis for medical purposes. In particular, the Cole Memorandum noted that in jurisdictions that have enacted laws legalizing cannabis in some form and implemented strong and effective regulatory and enforcement systems to control the cultivation, distribution, sale and possession of cannabis, conduct in compliance with those laws and regulations is less likely to be a priority at the federal level. In light of limited investigative and prosecutorial resources, the Cole Memorandum concluded that the DOJ should be focused on addressing only priority cannabis-related conduct to enforce the U.S. CSA. States where medical cannabis had been legalized were not characterized as a priority. The enforcement priorities of the Cole Memorandum were reaffirmed, again, in a 2014 memorandum of the U.S. Department of Justice (the “2014 Cole Memorandum”).

 

The Sessions Memorandum

 

On January 4, 2018, former U.S. Attorney General Jeff Sessions issued the Sessions Memorandum, which rescinded previous guidance from the U.S. Department of Justice specific to cannabis enforcement in the U.S., including the Cole Memorandum and the 2014 Cole Memorandum. While the Sessions Memorandum does not indicate that the prosecution of cannabis-related offenses is now priority for the DOJ, in rescinding the Cole Memorandum and the 2014 Cole Memorandum, the Sessions Memorandum granted U.S. federal prosecutors discretion in determining whether or not to prosecute cannabis and cannabis-related violations of U.S. federal law.

 

In the event that U.S. federal prosecutors exercise their discretion and pursue prosecutions against the Corporation or its subsidiaries, alleging cannabis and cannabis-related violations of U.S. federal law, then the Corporation or its subsidiaries could potentially face (i) the arrest of its employees, directors, officers, managers and investors, (ii) charges of ancillary criminal violations of the U.S. CSA, for aiding and abetting and conspiring to violate the U.S. CSA by virtue of providing financial support, services, or goods to participants in the cannabis industry, including state-licensed or permitted cultivators, processors, distributors, and/or retailers of cannabis, (iii) restrictions on the entry of employees, directors, officers, managers and investors who are not U.S. citizens from entry into the U.S. for life, or (d) suspension of its U.S. business operations.

 

The Biden Administration

 

Former U.S. Attorney General Jeff Sessions resigned on November 7, 2018, at the request of former U.S. President, Donald Trump. Following Mr. Sessions’ resignation and the brief tenure of Matthew Whitaker as Acting U.S. Attorney General, William Barr was confirmed as the U.S. Attorney General on February 14, 2019. To the knowledge of the Corporation, the DOJ did not take a formal position on the enforcement of U.S. federal laws relating to cannabis under the leadership of Mr. Barr, or his successors, Acting U.S. Attorney Generals, Jeffery A. Rosen and John Demers, and further, has not taken a formal position on federal enforcement of laws relating to cannabis under the leadership of current Acting U.S. Attorney General, Monty Wilkinson.

 

The current U.S. President, Joseph Biden has nominated Merrick Garland to succeed Mr. Wilkinson as the U.S. Attorney General. It is unclear what impact, if any, the new administration will have on U.S. federal government enforcement policy on cannabis.

 

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Unless and until the U.S. Congress amends the U.S. CSA with respect to medical and/or adult use cannabis (and there can be no assurance as to the timing or scope of any such potential amendments, if any), there is a significant risk that federal authorities may enforce current U.S. federal law. If the U.S. federal government begins to enforce U.S. federal laws relating to cannabis in states where the sale and use of cannabis is currently legal, or if existing applicable state laws are repealed or curtailed, any such occurrence could have a Material Adverse Effect.

 

There can be no assurance that U.S. state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of U.S. state laws within their respective jurisdictions.

 

The Leahy Amendment and Medical Cannabis

 

Although the Cole Memorandum and 2014 Cole Memo have been rescinded, one legislative safeguard for the medical cannabis industry remains in place in the U.S. Since 2014, the U.S. Congress has passed appropriations bills which included provisions to prevent the federal government from using congressionally appropriated funds to enforce U.S. federal cannabis laws against regulated medical cannabis actors operating in compliance with state and local law (currently the “Leahy Amendment”, but also sometimes referred to as the Rohrabacher-Farr Amendment).

 

The Leahy Amendment was included in the fiscal year 2019 omnibus appropriations bill signed by former U.S. President, Donald Trump on February 15, 2019, to prevent the U.S. federal government from using congressionally appropriated funds to enforce federal cannabis laws against regulated medical cannabis actors operating in compliance with state and local law. This extended the Leahy Amendment until September 30, 2019. On September 27, 2019, President Trump signed a continuing resolution to fund the government through November 21, 2019 to prevent a government shutdown. On December 20, 2019, the Further Consolidated Appropriations Act, 2020 was passed, which authorizes appropriations to fund the operation of certain agencies in the U.S. federal government through September 30, 2020. Additionally, the U.S. House of Representatives has recently passed a federal appropriations bill for fiscal year 2021 that continues the limitation of federal prosecution, noting that funds from the bill cannot be used by the DOJ to prevent U.S. states from enacting “laws that authorize the use, distribution, possession, or cultivation of medical marijuana.” However, it is uncertain that an appropriations bill will be enacted. As of the date of this Prospectus, the U.S. Congress has not completed action on appropriations for fiscal year 2021.

 

There can be no assurance that the Leahy Amendment will be included in future appropriations bills or that there will not be a shutdown of the U.S. federal government in the future (amid which shutdown, drug enforcement administration agents and U.S. federal prosecutors will be free to operate without any restriction otherwise imposed by the spending bill regarding interference with the medical cannabis industry). In the event of any such occurrence, there can be no assurance that the U.S. federal government will not seek to prosecute cases involving medical cannabis business that are otherwise compliant with U.S. state laws. Further, even if the Leahy Amendment is included in future appropriations bills, it is important to note that the Leahy Amendment provides no protection against businesses operating in compliance with a U.S. state’s recreational cannabis laws.

 

Recap and Summary

 

Cannabis remains illegal under federal law in the U.S. However, despite the current state of U.S. federal law, several U.S. states (including states within which the Corporation might indirectly derive a portion of its revenues from) have legalized recreational adult use of cannabis. In addition, well over half of the U.S. states have enacted legislation to legalize and regulate the sale and use of medical cannabis without limits on THC, while other U.S. states have legalized and regulated the sale and use of medical cannabis with strict limits on the levels of THC.

 

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The conflict between U.S. federal law and U.S. state-level laws amid the presence of the Supremacy Clause, described above, has significant implications for the U.S. cannabis industry at large and for the Corporation. First, notwithstanding the existence of U.S. state-level laws permitting medical and/or recreational cannabis activities, and notwithstanding the fact that the Corporation and its subsidiaries, or industry partners may be in compliance with such U.S. state-level laws, there is a significant risk that U.S. federal prosecutors may enforce U.S. federal laws and seek to prosecute actors involved in activities related to cannabis. Any enforcement of current U.S. federal laws by U.S. federal prosecutors could cause significant financial damage to the Corporation and the shareholders of the Corporation. Violations of any U.S. federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the U.S. federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities or divestiture. This could have a Material Adverse Effect, and may affect the Corporation’s reputation and ability to conduct business, its financial position, operating results, profitability or liquidity or the market price of its publicly traded securities. In addition, it is difficult to estimate the time or resources that would be needed for the investigation of any such matters or its final resolution because, in part, the time and resources that may be needed are dependent on the nature and extent of any information requested by the applicable authorities involved, and such time or resources could be substantial.

 

Second, insofar as the activities of the Corporation and its subsidiaries relate to Industrial Hemp, while the Corporation believes that the Corporation and its subsidiaries will not be subject to any action taken by the DEA as long as the Corporation and its subsidiaries comply with the requirements of the 2014 Farm Bill and/or the 2018 Farm Bill, and applicable U.S. state laws, there remain a number of considerations, potential changes in regulation, and uncertainties regarding the cultivation, sourcing, production and distribution of Industrial Hemp and products containing Industrial Hemp derivatives. Applicable laws and regulations in the U.S. remain subject to change as there are different interpretations among federal, state and local regulatory agencies, legislators, academics and businesses with respect to the treatment of the importation of derivatives from exempted portions of the cannabis plant, the scope of operation of the 2014 Farm Bill and the 2018 Farm Bill, and the authorizations granted to 2018 Farm Bill-compliant Industrial Hemp growers and licensed Industrial Hemp-derived CBD producers. If existing applicable state or federal laws in respect of Industrial Hemp in the U.S. are repealed or curtailed, or otherwise interpreted in a manner adverse to the activities of the Corporation and its subsidiaries as they relate to Industrial Hemp, any such occurrence could have a Material Adverse Effect.

 

There can be no guarantee that U.S. state laws legalizing and regulating the sale and use of cannabis will not change or be repealed or overturned, or that local government authorities in the U.S. will not limit the applicability of U.S. state laws within their respective jurisdictions. There is a significant risk that future developments in the U.S. cannabis industry could result in third-party service providers suspending or withdrawing services essential to the Corporation and its subsidiaries to continue operations in the U.S., and a significant risk that regulatory bodies may impose certain restrictions on the Corporation’s ability to operate in the U.S.

 

Ability to Access Capital

 

The continued development of the Corporation’s U.S. operations may require additional financing. The failure to raise such capital could result in the delay or indefinite postponement of the Corporation’s current business strategy in the U.S. or the Corporation ceasing to carry on business in the U.S. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Corporation. Specifically, given the current laws regarding cannabis at the federal level in the U.S., traditional bank financing is typically not available to issuers engaged in the U.S. cannabis industry. The federal illegality of cannabis in the U.S. means that financial transactions involving proceeds generated by cannabis-related conduct can form the basis for prosecution under several U.S. statutes, including money laundering statutes. As a result, the Corporation may not be able to secure financing on terms acceptable to it, or at all.

 

In the event that the Corporation raises funds to support its U.S. operations through the issuances of equity or convertible debt securities, existing shareholders of the Corporation could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of Common Shares. In addition, from time to time, the Corporation may enter into transactions to acquire assets or the shares of other companies in furtherance of its U.S. operations. These transactions may be financed wholly or partially with debt, which may temporarily increase the Corporation’s debt levels above industry standards. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Corporation to obtain additional capital and to pursue business opportunities, including potential acquisitions.

 

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Table of Concordance

 

In accordance with Staff Notice 51-352, the following is a table of concordance, which is intended to assist readers in identifying those parts of this Prospectus that address the disclosure expectations outlined in Staff Notice 51-352. Unless otherwise indicated, all cross references in the below table of concordance refer to subheadings under the heading “U.S. Cannabis-Related Activities Disclosure”.

 

Industry Involvement   Specific Disclosure Necessary to
Fairly Present All Material
Facts, Risks and Uncertainties
  Cross References / Notes
All Issuers with U.S. Cannabis- Related Activities   Describe the nature of the issuer’s involvement in the U.S. cannabis industry and include the disclosures indicated for at least one of the direct, indirect and ancillary industry involvement types noted in this table.  

See:

● “Nature of Involvement in the U.S. Cannabis Industry”

       
  Prominently state that cannabis is illegal under U.S. federal law and that enforcement of relevant laws is a significant risk.  

See:

● “Nature of Involvement in the U.S. Cannabis Industry”

● “Cannabis is Illegal under U.S. Federal Laws”

● “Recap and Summary”

       
  Discuss any statements and other available guidance made by federal authorities or prosecutors regarding the risk of enforcement action in any jurisdiction where the issuer conducts U.S. cannabis-related activities.  

See:

● “History of Legal Developments in the U.S. Cannabis Industry”

       
  Outline related risks including, among others, the risk that third-party service providers could suspend or withdraw services and the risk that regulatory bodies could impose certain restrictions on the issuer’s ability to operate in the U.S.  

See:

● “Nature of Involvement in the U.S. Cannabis Industry”

● “Cannabis is Illegal under U.S. Federal Laws”

● “History of Legal Developments in the U.S. Cannabis Industry”

● “Recap and Summary”

       
  Given the illegality of cannabis under U.S. federal law, discuss the issuer’s ability to access both public and private capital and indicate what financing options are / are not available in order to support continuing operations.  

See:

● “Ability to Access Capital”

       
  Quantify the issuer’s balance sheet and operating statement exposure to U.S. cannabis-related activities.  

See:

● “Nature of Involvement in the U.S. Cannabis Industry”

       
  Disclose if legal advice has not been obtained, either in the form of a legal opinion or otherwise, regarding (a) compliance with applicable state regulatory frameworks and (b) potential exposure and implications arising from U.S. federal law.   The Corporation has received legal advice from U.S. attorneys regarding (i) compliance with applicable U.S. state regulatory frameworks and (ii) potential exposure and implications arising from U.S. federal law. The Corporation and its U.S. counsel continue to monitor compliance carefully on an ongoing basis.

 

39

 

U.S. Cannabis Issuers with direct involvement in cultivation or distribution   Outline the regulations for U.S. states in which the issuer operates and confirm how the issuer complies with applicable licensing requirements and the regulatory framework enacted by the applicable U.S. state.   N/A
       
  Discuss the issuer’s program for monitoring compliance with U.S. state law on an ongoing basis, outline internal compliance procedures and provide a positive statement indicating that the issuer is in compliance with U.S. state law and the related licensing framework. Promptly disclose any non-compliance, citations or notices of violation which may have an impact on the issuer’s licence, business activities or operations.   N/A
       
U.S. Cannabis Issuers with indirect involvement in cultivation or distribution   Outline the regulations for U.S. states in which the issuer’s investee(s) operate.   N/A
       
  Provide reasonable assurance, through either positive or negative statements, that the investee’s business is in compliance with applicable licensing requirements and the regulatory framework enacted by the applicable U.S. state. Promptly disclose any noncompliance, citations or notices of violation, of which the issuer is aware, that may have an impact on the investee’s licence, business activities or operations.   N/A
       
U.S. Cannabis Issuers with material ancillary involvement   Provide reasonable assurance, through either positive or negative statements, that the applicable customer’s or investee’s business is in compliance with applicable licensing requirements and the regulatory framework enacted by the applicable U.S. state.  

The Corporation takes commercially reasonable steps to (i) regularly monitor the development of applicable federal and state laws within the U.S., licensing requirements and regulatory frameworks, (ii) engage U.S. legal counsel, where appropriate, to ensure it is operating in compliance with all applicable laws and permits, and (ii) ensure that all third parties with which the Corporation or its subsidiaries engage in business dealings with are in compliance with the applicable cannabis regulatory framework enacted by the applicable state.

 

The Corporation believes that it is, and to the best of its knowledge, believes that each third party with which it has a working business relationship is, as of the date of this Prospectus, in compliance with the applicable cannabis regulatory framework in the U.S. states in which it operates.

 

40

 

Consolidated Capitalization

 

Except as described below, there have not been any material changes in the share and loan capital of the Corporation, on a consolidated basis, since the date of the Interim Financial Statements. The following is a summary of the material changes in the share and loan capital of the Corporation, on a consolidated basis, since the date of the Interim Financial Statements:

 

(a) Between August 1, 2020 and September 14, 2020, the Corporation issued an aggregate of 2,850,000 Warrants.

 

(b) Between August 26, 2020 and November 16, 2020, the Corporation issued an aggregate of 4,886,386 Common Shares, upon the conversion of, and in settlement of interest outstanding on, certain Unsecured Debentures.

 

(c) On November 17, 2020, the Corporation issued an aggregate of (i) 196,063,610 Common Shares, (ii) 3,683,280 stock options of the Corporation (“Options”), (iii) 886,929 restricted share units of the Corporation (“RSUs”), and (iv) 44,938,012 Warrants, in each case in connection with the Arrangement.

 

(d) On November 17, 2020, the Corporation assumed (i) a secured term loan in the principal amount of $21,150,000, and (ii) an unsecured term loan in the principal amount of $13,000,000, in each case in connection with the Arrangement.

 

(e) On November 20, 2020, the Corporation issued an aggregate of 16,200,000 Options to certain employees, directors, and consultants of the Corporation.

 

(f) On November 30, 2020, the Corporation issued an aggregate of 1,025,477 Common Shares, in settlement of outstanding fees payable to the certain directors of the Corporation and members of Management.

 

(g) On December 4, 2020, the Corporation issued an aggregate of 1,124,999 Common Shares, in settlement of interest on outstanding Unsecured Debentures.

 

(h) On December 4, 2020, the Corporation issued an aggregate of 2,750,000 Options to certain employees, directors, and consultants of the Corporation.

 

(i) On December 14, 2020, the Corporation issued secured convertible debentures of the Corporation (“Secured Debentures”) in the aggregate principal amount of $980,000.

 

(j) Between December 16, 2020 and January 27, 2021, the Corporation issued an aggregate of 20,855,613 Common Shares, upon the conversion of Unsecured Debentures.

 

(k) On January 4, 2021, the Corporation issued an aggregate of 1,000,000 Options to a director of the Corporation.

 

(l) On January 5, 2021, the Corporation issued an aggregate of 800,000 Common Shares, in settlement of interest on outstanding Unsecured Debentures.

 

(m) Between January 25, 2021 and January 27, 2021, the Corporation issued an aggregate of 800,824 Common Shares, upon the exercise of Warrants.

 

(n) Between January 26, 2021 and February 2, 2021, the Corporation issued an aggregate of 112,500 Common Shares, upon the exercise of Options.

 

(o) Between January 27, 2021 and January 29, 2021, the Corporation issued an aggregate of 15,229,075 Common Shares, upon the conversion of Unsecured Debentures.

 

41

 

The following table sets forth the consolidated capitalization of the Corporation, on an undiluted basis, as at July 31, 2020, and the pro forma consolidated capitalization of the Corporation as at July 31, 2020, after giving effect to the material changes in the share and loan capital of the Corporation, on an undiluted, consolidated basis, since July 31, 2020 up to the date of this Prospectus, and adjusted to give effect to the Offering. The below table should be read in conjunction with the consolidated financial statements of the Corporation and the related notes and management’s discussion and analysis in respect of those statements that are incorporated by reference in this Prospectus.

 

                As at July 31, 2020, after giving effect to the Offering(1)  
    Authorized     As at July 31,
2020
    Assuming Over-Allotment
Option is Unexercised
    Assuming Exercise of the
Over-Allotment Option
 
Shareholder Equity                        
                         
Common Shares(1)     Unlimited       236,380,280       520,670,028       526,920,027  
                                 
Warrants     Unlimited       132,201,464       153,637,078       156,762,077  
                                 
Options     10% of I/O Common Shares(2)       9,410,000       25,730,780       25,730,780  
                                 
Restricted Share Units     10% of I/O Common Shares(2)       N/A       886,929       886,929  
                                 
Debt                                
                                 
Convertible Debentures (Unsecured)         $ 17,838,000     $ 14,941,826     $ 14,941,826  
                                 
Convertible Debentures (Secured)         $ 15,807,500     $ 32,337,500     $ 32,337,500  
                                 
Loan Agreements(3)         $ 4,540,000     $ 17,040,000     $ 17,040,000  

 

Notes:

(1) Excludes Common Shares issuable upon the exercise of convertible securities of the Corporation, including, but not limited to, Broker Warrants, Additional Warrants, Warrants (including the Warrants underlying the Broker Warrant Units), Options, Secured Debentures, Unsecured Debentures, and the Windsor Loan Agreement.
(2) Pursuant to the restricted share unit award plan of the Corporation (the “RSU Plan”), the maximum number of Common Shares that may be issued pursuant to the RSU Plan may not exceed in the aggregate, and together with all of the Corporation’s other security based compensation arrangements and including the stock option plan of the Corporation, 10% of the issued and outstanding Common Shares as at November 18, 2020.
(3) Includes (i) the outstanding balances of the term loans of the Corporation, in the amount of $4,040,000, and (ii) the outstanding balances of the term loans of Old Meta Growth, in the amount of $13,000,000, assumed by the Corporation in connection with the Arrangement.

 

42

 

USE OF PROCEEDS

 

Net Proceeds

 

The expected net proceeds to the Corporation from the Offering (assuming no exercise of the Over-Allotment Option, and that there were no sale of Units to purchasers on the President’s List) are estimated to be $18,800,000, after deducting the Underwriters’ Fee of $1,200,000, but before deducting the expenses of the Offering (estimated to be approximately $350,000). The Corporation intends to use the net proceeds of the Offering for the purposes outlined below.

 

If the Over-Allotment Option is exercised in full (and assuming that there were no sale of Units to purchasers on the President’s List), the net proceeds to the Corporation from the Offering are estimated to be $21,619,999, after deducting the Underwriters’ Fee of $1,380,000, but before deducting the expenses of the Offering (estimated to be approximately $350,000). The net proceeds from the exercise of the Over-Allotment Option, if any, are expected to be used for general corporate and other working capital purposes.

 

Principal Purposes

 

The Corporation currently anticipates using the estimated net proceeds from the Offering (assuming no exercise of the Over-Allotment Option) as set forth in the following table:

 

Principal Purposes   Estimated Allocation
Amount of Net
Proceeds(2)
 
Construction and opening approximately 15 new cannabis retail stores in the provinces of Ontario, Alberta, British Columbia, and Saskatchewan(1)   $ 4,500,000  
         
Repayment of outstanding Indebtedness(2)   $ 5,560,000  
         
Acquisition of Smoke Cartel, Inc.(3)   $ 2,600,000  
         
General Corporate and Working Capital Purposes   $ 6,140,000  
TOTAL:   $ 18,800,000  

 

Notes:

(1) Includes costs and expenses associated with the purchase of the inventory necessary to open the cannabis retail stores.
(2) Includes, in each case as at the date of this Prospectus, (i) approximately $3,560,000 in principal amount and interest payable on outstanding Unsecured Debentures, maturing between April 2021 and June 2021, and (ii) approximately $2,000,000 in principal amount and interest payable on outstanding promissory notes of the Corporation, maturing in September 2021. The allocation of the net proceeds assumes that the Corporation (i) will be able to enter into favourable arrangements, on commercially reasonable terms, with one or more of the holders of the Secured Debentures as well as the counterparties to the loan agreements, to extend the maturity of the relevant debt instrument or otherwise reduce the aggregate indebtedness thereunder, and (ii) may be unable to enter into favourable arrangements, on commercially reasonable terms, with one or more of the holders of the Unsecured Debentures, and the holders of the promissory notes of the Corporation, to extend the maturity of relevant debt instrument or otherwise reduce the aggregate indebtedness thereunder. In the event that the Corporation is successful in entering into such arrangements, the Corporation may consider, and where appropriate, reallocate a portion of the proceeds to one or more of the principal purposes noted in the above table.  
(3) Includes US$2,000,000 allocated towards the satisfaction of the Cash Consideration anticipated to be payable pursuant to the Smoke Cartel Acquisition Agreement, and ancillary costs and expenses associated with the said transaction. See “Summary Description of the Business - Recent Developments - Smoke Cartel Agreement.”

 

Although the Corporation intends to use the proceeds from the Offering as set forth above, the actual allocation of the net proceeds may vary depending on future developments or unforeseen events. There can be no assurance that the above objectives will be completed. See “Risk FactorsDiscretion in the Use of Proceeds”.

 

Until applied, the net proceeds will be held as cash balances in the Corporation’s bank account or invested in certificates of deposit and other instruments issued by banks or obligations of or guaranteed by the Government of Canada or any province thereof. Unallocated funds from the Offering will be added to the working capital of the Corporation, and will be expended at the discretion of Management.

 

No Minimum Offering

 

No minimum amount of funds must be raised under the Offering. This means that the Corporation could complete the Offering after raising only a small proportion of the Offering amount set out above. There can be no assurance that the Corporation will receive sufficient net proceeds from the Offering to accomplish some or all of the objectives set out above

 

43

 

Business Objectives and Milestones

 

The Corporation’s intended use of the net proceeds from the Offering is consistent with its strategy of achieving growth through commercialization, both through market entry and market expansion, research and development, increasing its product inventory and attracting and retaining talent with various expertise.

 

The following table sets out the significant events which must occur in order for the Corporation to accomplish the primary business objectives (described above) and for which the Corporation has allocated the net proceeds from the Offering:

 

Business Objective   Milestone(s) that must occur for
Business Objective to be
Accomplished
  Anticipated Timing(1)

Construction and opening approximately 15 new cannabis retail stores in the provinces of Ontario, Alberta, British Columbia, and Saskatchewan

 

 

● Obtain the requisite Authorizations (including, Retail Store Authorizations) necessary to commence operations

 

● Order and receive inventory necessary to commence operations

 

 

Q1, 2021 to Q4, 2021

 

Acquisition of Smoke Cartel, Inc.  

● Complete the Offering and satisfy customary closing conditions in the Smoke Cartel Acquisition Agreement

 

● Obtain the requisite Authorizations

  Q1 2021

 

Notes:

(1) All quarterly references refer to calendar quarters.

 

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

 

Units

 

Each Unit will be comprised of one Unit Share (being a Common Share forming a part of each Unit) and one half of one Warrant. Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances in accordance with the terms of the Warrant Indenture, one Warrant Share, at an exercise price of $0.58 until the date that is 36 months following the Closing Date. The Units will separate into Unit Shares and Warrants immediately upon issue.

 

Common Shares

 

The Corporation is authorized to issue an unlimited number of Common Shares without par value. Each Common Share carries the right to attend and vote at all general meetings of shareholders of the Corporation. As at July 31, 2020, there were (i) 236,380,280 Common Shares issued and outstanding, and as at the date of this Prospectus, there were 479,003,362 Common Shares issued and outstanding, in each case on a non-diluted basis.

 

Holders of Common Shares are entitled to receive notice of any meetings of shareholders of the Corporation and to attend and cast one (1) vote per Common Share at all such meetings. Holders of Common Shares are entitled to receive dividends if, as and when declared by the Board at its discretion from funds legally available for the payment of dividends. Upon the liquidation, dissolution or winding up of the Corporation, the holders of Common Shares are entitled to participate on a pro rata basis in any distribution of the remaining property or assets of the Corporation, subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares of the Corporation ranking senior in priority to, or on a pro rata basis with, the Common Shares. The Common Shares do not carry any pre-emptive rights, conversion or exchange rights, or redemption, retraction, repurchase rights, nor do they contain any sinking fund or purchase fund provisions. There are no provisions requiring a holder of Common Shares to contribute additional capital, and there are no restrictions on the issuance of additional Common Shares by the Corporation.

 

44

 

Warrants

 

The Warrants will be issued under, and be governed by, the terms of the Warrant Indenture. The following summary of the material provisions of the Warrants to be issued pursuant to the Offering and certain anticipated provisions of the Warrant Indenture does not purport to be complete and is subject to and is qualified in its entirety by reference to the detailed provisions of the Warrant Indenture. Promptly following execution thereof, a copy of the Warrant Indenture will be made available electronically under the Corporation’s issuer profile on SEDAR at www.sedar.com, and reference should be made to the Warrant Indenture for the full text of the attributes of the Warrants.

 

Each Warrant will entitle the holder to purchase one Warrant Share at a price of $0.58. The exercise price and the number of Warrant Shares issuable upon exercise are both subject to adjustment in certain circumstances as more fully described below. Each Warrant will be exercisable at any time prior to 4:00 p.m. (Toronto time) on the date that is 36 months following the Closing Date, after which time the Warrants will expire and become null and void.

 

The Warrant Indenture is expected to provide for adjustment to the exercise price of the Warrants and/or to the number or kind of securities issuable upon the exercise of the Warrants upon the occurrence of certain events, including:

 

(a) a subdivision of the Common Shares into a greater number of Common Shares or a consolidation of the Common Shares into a lesser number of Common Shares;

 

(b) the issuance of Common Shares or securities exchangeable or convertible into Common Shares to all or substantially all the holders of Common Shares by way of a stock dividend or other distribution;

 

(c) the issuance to all or substantially all of the holders of the Common Shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per Common Share to the holder (or at an exchange or conversion price per share) of less than 95% of the “current market price”, as defined in the Warrant Indenture, of Common Shares on such record date; and/or

 

(d) subject to certain exceptions, a distribution by the Corporation to all or substantially all the holders of the Common Shares, of securities of any class (whether of the Corporation or any other corporation) other than Common Shares, rights, options or warrants, evidences of indebtedness, or cash, securities, or other property or assets.

 

The Warrant Indenture is also expected to provide for adjustment in the class and/or number of securities issuable upon the exercise of the Warrants and/or the exercise price per security in the event of the following additional events:

 

(a) a reclassification of the Common Shares;

 

(b) the amalgamation, plan of arrangement or merger of the Corporation with or into another entity (other than an amalgamation, plan of arrangement or merger which does not result in any reclassification of the Common Shares or a change of the Common Shares into other shares); and/or

 

(c) a transfer (other than to one of the Corporation’s subsidiaries) of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or other entity.

 

45

 

No adjustment in the exercise price or the number of Warrant Shares will be required to be made unless the cumulative effect of such adjustment or adjustments would change the exercise price by at least one percent (1%) in the exercise price or the number of Warrant Shares purchasable upon exercise by at least one one-hundredth (1/100th) of a Common Share, as the case may be.

 

The Corporation also expects to covenant in the Warrant Indenture that, during the period in which the Warrants are exercisable, the Corporation will give notice to holders of Warrants of certain stated events, including events that would result in an adjustment to the exercise price for the Warrants or the number of Warrant Shares issuable upon exercise of the Warrants, at least 14 days prior to the record date or effective date, as the case may be, of such event.

 

No fraction of a Warrant Share will be issued upon the exercise of a Warrant, and no cash or other consideration will be paid in lieu thereof. Holders of Warrants will not have any voting rights or pre-emptive rights or any other rights, which a holder of Common Shares would have.

 

From time to time, the Corporation and the Warrant Agent may, without the consent of or notice to the holders of Warrants, amend or supplement the Warrant Indenture for certain purposes, including curing defects or inconsistencies or making any change that does not adversely affect the rights of any holder of Warrants. Any amendment or supplement to the Warrant Indenture that adversely affects the interests of the holders of the Warrants may only be made by “extraordinary resolution”, which is expected to be defined in the Warrant Indenture as a resolution either (i) passed at a meeting of the holders of Warrants at which there are present in person or represented by proxy, , registered holders of Warrants representing at least 25% of the aggregate number of the then outstanding Warrants and passed by the affirmative vote of holders of Warrants representing not less than 66⅔% of the aggregate number of all the then outstanding Warrants represented at the meeting and voted on such resolution, or (ii) adopted by an instrument in writing signed by the holders of not less than 66⅔% of the aggregate number of all then outstanding Warrants.

 

The Warrants and the Warrant Shares have not been registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants will not be exercisable by or on behalf of, or for the account or benefit of, a person in the U.S. or a U.S. Person, unless registered under the U.S. Securities Act or an exemption from such registration is available, and the Warrants and will bear a legend stating such. Certificates representing the Warrant Shares will not be registered or delivered to an address in the United States, unless an exemption from registration under the U.S. Securities Act and any applicable securities laws of the applicable state of the United States is available and the Corporation has received an opinion of legal counsel of recognized standing or other evidence to such effect in form and substance reasonably satisfactory to the Corporation. At the time of exercise of the Warrants, the holder of the Warrant will be required to provide certification pursuant to the terms of the Warrants that the holder is not in the United States or a U.S. Person and the Warrant is not being exercised on behalf of a U.S. Person or a person in the United States, or provide the required opinion of legal counsel. A holder who is a Qualified Institutional Buyer or a U.S. Accredited Investor, as applicable, at the time of exercise of the Warrants who purchased Units in the Offering to, or for the account or benefit of, persons in the United States or U.S. Persons will not be required to deliver an opinion of counsel or such other evidence in connection with the exercise of Warrants that are a part of those Units, other than a completed notice of exercise.

 

THE FOREGOING SUMMARY OF CERTAIN PROVISIONS OF THE WARRANT INDENTURE DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE PROVISIONS OF THE WARRANT INDENTURE, WHICH WILL BE MADE AVAILABLE ELECTRONICALLY UNDER THE CORPORATION’S ISSUER PROFILE ON SEDAR AT WWW.SEDAR.COM PROMPTLY FOLLOWING EXECUTION THEREOF.

 

Broker Warrants

 

As additional consideration for the services rendered in connection with the Offering, the Corporation has agreed to issue to the Underwriters such number of Broker Warrants as is equal to 6.0% of the aggregate number of Units sold under the Offering (including any Additional Units), provided that the number of Broker Warrants shall be reduced to 3.0% in respect of sales to purchasers on the President’s List. Each Broker Warrant will entitle the holder thereof to purchase one Broker Warrant Unit at an exercise price equal to the Offering Price at any time on or before the date that is 36 months after the Closing Date. The Broker Warrant Units will have the same terms as the Units. This Prospectus also qualifies the distribution of the Broker Warrants to the Underwriters.

 

46

 

The certificate representing the Broker Warrants will provide for standard adjustments in the number of Common Shares issuable upon the exercise of the Broker Warrants and/or the exercise price per Broker Warrant upon the occurrence of certain events, including:

 

(a) a subdivision of the Common Shares into a greater number of Common Shares or a consolidation of the Common Shares into a lesser number of Common Shares; and/or

 

(a) the issuance to all or substantially all of the holders of the Common Shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per Common Share to the holder (or at an exchange or conversion price per share) of less than 95% of the “current market price” of the Common Shares on such record date.

 

The Broker Warrants are non-transferable and will not be listed or quoted on any securities exchange. The holders of the Broker Warrants will not have any voting right or any other rights which a holder of Common Share would have.

 

PRIOR SALES

 

The following sections summarize details of the securities issued by the Corporation during the twelve (12) month period before the date of this Prospectus, including Common Shares and securities convertible into Common Shares.

 

Common Shares

 

Date Issued

 

Number of Securities

 

Issuance Price per
Security

February 14, 2020   3,000,000   $0.20
February 20, 2020   5,000,000   $0.20
March 6, 2020   612,764   $0.17
April 17, 2020   1,966,666   $0.12
June 15, 2020   1,871,343   $0.171
August 26, 2020   1,851,852   $0.19
October 20, 2020   1,858,064   $0.19
November 16, 2020   1,176,470   $0.17
November 18, 2020   196,063,610(1)   N/A
November 30, 2020   1,025,477   $0.17
December 4, 2020   1,124,999   $0.188
December 16, 2020   2,272,727   $0.22
December 30, 2020   2,272,727   $0.22
January 5, 2021   2,272,727   $0.22
January 5, 2021   800,000   $0.30
47

 

Date Issued   Number of Securities   Issuance Price per
Security
January 7, 2021   2,272,727   $0.22
January 25, 2021   824   $0.35
January 26, 2021   62,500   $0.20
January 27, 2021   800,000   $0.30
January 27, 2021   11,764,705   $0.17
January 27, 2021   10,227,272   $0.22
January 27, 2021   456,349   $0.25
January 29, 2021   4,545,454   $0.22
February 2, 2021   50,000   $0.20
February 3, 2021   1,136,363   $0.22
February 3, 2021   588,235   $0.17

 

Notes:

(1) Issued to the shareholders of Meta Growth in exchange for all of the issued and outstanding common shares in the capital of Meta Growth, pursuant to the Arrangement.

 

Options

 

Date Issued

 

Number of Securities

 

Exercise Price per
Security

February 11, 2020   200,000   $0.50
November 18, 2020   3,683,280(1)   $0.77
November 25, 2020   16,200,000   $0.20
December 8, 2020   2,750,000   $0.20
January 4, 2021   1,000,000   $0.255

 

Notes:

(1) Issued in connection with the Arrangement to the holders of Old Meta Options, in exchange for all of the issued and outstanding Old Meta Options.

 

Warrants

 

Date Issued

 

Number of Securities

 

Exercise Price per
Security

September 13, 2020   1,600,000   $0.30
November 18, 2020   40,076,412(1)   $0.35
November 18, 2020   741,600(1)   $1.31
November 18, 2020   4,120,000(1)   $1.10

 

Notes:

(1) Issued in connection with the Arrangement to the holders of Old Meta Warrants, in exchange for all of the issued and outstanding Old Meta Warrants.

 

48

 

Secured Convertible Debentures

 

Date Issued

 

Principal Amount

 

Conversion Price per
Security

July 23, 2020   $10,807,500   $0.425
November 18, 2020 (1)   $21,150,000   $0.22
December 14, 2020   $980,000   $0.17

 

Notes:

(1) Issued in connection with the Arrangement, whereunder the Corporation assumed Old Meta Growth’s obligations to the holders of the Old Meta Debentures.

 

TRADING PRICE AND VOLUME

 

The Common Shares were listed on the TSXV effective November 19, 2020, and as at the date of this Prospectus, continue to be listed on the TSXV under the trading symbol “HITI”. Prior to November 19, 2020, the Common Shares were listed on the Canadian Securities Exchange (the “CSE”) under the trading symbol “HITI”, from December 17, 2018 to November 18, 2020. The Common Shares are currently also listed and posted for trading on the FSE, under the symbol “2LY”, and on the OTC, under the symbol “HITIF”.

 

The following tables sets forth information relating to the trading of the Common Shares on the TSXV and the CSE for the months indicated:

 

TSXV

 

Month   High   Low   Trading Volume
February 2021(1)   $0.60   $0.44   34,952,310
January 2021   $0.690   $0.265   88,998,931
December 2020   $0.285   $0.165   40,401,972
November 2020(1)   $0.210   $0.175   10,484,481

 

Notes:

(1) From February 1, 2021 to February 4, 2021.
(2) From November 19, 2020 to November 30, 2020.

 

CSE

 

Month   High   Low   Trading Volume
November 2020   $0.19   $0.16   9,200,442
October 2020   $0.175   $0.15   10,115,225
September 2020   $0.20   $0.16   14,279,967
August 2020   $0.215   $0.145   14,368,381
July 2020   $0.165   $0.14   6,641,701
June 2020   $0.22   $0.15   12,334,915
May 2020   $0.20   $0.135   6,971,101
April 2020   $0.165   $0.09   4,734,470
March, 2020   $0.185   $0.085   8,144,538
February, 2020   $0.22   $0.14   4,049,504
January, 2020   $0.26   $0.15   11,415,790
December, 2019   $0.23   $0.16   7,211,534
November, 2019   $0.285   $0.18   4,123,640

 

Notes:

(1) From November 1, 2020 to November 18, 2020.

 

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The closing price of the Common Shares on the TSXV, the OTC, and the FSE on February 1, 2021, the date of the announcement of the Offering, was, at the end of the trading day but prior to the announcement of the Offering, $0.55, US$0.4358, and €0.38 per Common Share, respectively. On February 4, 2021, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSXV, the OTC, and the FSE was $0.60, US$0.4627, and €0.388, respectively.

 

PLAN OF DISTRIBUTION

 

IN THIS SUBHEADING, REFERENCES TO THE “UNDERWRITING AGREEMENT” SHALL REFER TO THE BOUGHT DEAL ENGAGEMENT AGREEMENT UNTIL SUCH TIME AS THE UNDERWRITING AGREEMENT IS ENTERED INTO AS PROPOSED BY THE CORPORATION AND THE CO-LEAD UNDERWRITERS, A WHICH TIME, THE UNDERWRITING AGREEMENT WILL REPLACE AND SUPERSEDE THE BOUGHT DEAL ENGAGEMENT AGREEMENT.

 

Pursuant to the Underwriting Agreement, the Corporation has agreed to sell and the Underwriters have agreed to purchase, as principals, 41,666,666 Units at a price of $0.48 per Unit, for aggregate gross consideration of $20,000,000 payable in cash to the Corporation against delivery of the Units. The Offering Price has been determined by arm’s length negotiation between the Corporation and the Co-Lead Underwriters with reference to the prevailing market price of the Common Shares. The obligations of the Underwriters under the Underwriting Agreement are subject to certain closing conditions and may be terminated at its discretion on the basis of “disaster out”, “material change out”, “regulatory out”, “material adverse effect out” and “breach out” provisions in the Underwriting Agreement and may also be terminated upon the occurrence of certain other stated events. The Underwriters are, however, obligated to take up and pay for all of the Units if any Units are purchased under the Underwriting Agreement.

 

The Underwriters have been granted the Over-Allotment Option, exercisable, in whole or in part, at the sole discretion of the Underwriters, until the Over-Allotment Deadline to cover the Underwriters’ over-allocation position, if any, and for market stabilization purposes. The Over-Allotment Option may be exercised to acquire: (i) up to 6,249,999 Additional Units, (ii) up to 6,249,999 Additional Shares, at a price to be agreed to by the Corporation and the Co-Lead Underwriters, (iii) up to 3,124,999 Additional Warrants, at a price to be agreed to by the Corporation and the Co-Lead Underwriters, or (iv) any combination of the Additional Units, the Additional Shares, and the Additional Warrants, provided that the aggregate number of Additional Shares and Additional Warrants which may be issued under the Over-Allotment Option does not exceed 6,249,999 Additional Units, 6,249,999 Additional Shares and 3,124,999 Additional Warrants.

 

The Additional Warrants will have the same terms as the Warrants. The Over-Allotment Option is exercisable by the Underwriters giving notice to the Corporation prior to the Over-Allotment Deadline, which notice shall specify the number of Additional Units, Additional Shares and/or Additional Warrants to be purchased. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Additional Units, Additional Shares and Additional Warrants issuable upon exercise of the Over-Allotment Option. A purchaser who acquires securities (including, but not limited to the Additional Units, Additional Shares and Additional Warrants) forming part of the Underwriters’ over-allocation position acquires such securities under the Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

 

In consideration for the services provided by the Underwriters in connection with the Offering, and pursuant to the terms of the Underwriting Agreement, the Corporation has agreed to pay the Underwriters the Underwriters’ Fee, equal to 6.0% of the gross proceeds from the Offering (including any gross proceeds raised on exercise of the Over-Allotment Option). The Underwriters’ Fee applicable to the portion of the gross proceeds of the Offering from sales to purchasers on the President’s List will be reduced to 3.0% on an amount up to $3,000,000. As additional compensation, the Corporation has agreed to issue to the Underwriters such number of Broker Warrants as is equal to 6.0% of the number of Units sold pursuant to the Offering. Each Broker Warrant entitles the holder thereof to purchase one Broker Warrant Unit at an exercise price equal to the Offering Price at any time on or before the date that is 36 months after the Closing Date. The number of Broker Warrants shall be reduced to 3.0% in respect of sales to purchasers on the President’s List. This Prospectus also qualifies the distribution of the Broker Warrants to the Underwriters. The Corporation has also agreed to reimburse the Underwriters for certain expenses related to the Offering. There are no payments in cash, securities or other consideration being made, or to be made, to a promoter, finder or any other person or company in connection with the Offering other than the payments to be made to the Underwriters in accordance with the terms of the Underwriting Agreement.

 

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Pursuant to the terms of the Underwriting Agreement, the Corporation has agreed to indemnify the Underwriters and their directors, officers, employees, shareholders, unitholders, advisors and agents against, certain liabilities and expenses and to contribute to payments the Underwriters may be required to make in respect thereof.

 

The Offering is being made in each of the provinces and territories of Canada, except Québec. The Units will be offered in each such jurisdiction through the Underwriters or their affiliates who are registered to offer the Units for sale in such jurisdiction and such other registered dealers as may be designated by the Underwriters. The Units may also be offered and sold in the United States and to, or for the account or benefit of, U.S. Persons in a private placement.

 

The Corporation has applied to list (i) the Unit Shares, (ii) the Warrant Shares, (iii) the Additional Shares, (iv) the Common Shares issuable on the exercise of the Additional Warrants, the Broker Warrants, and the Warrants comprising the Broker Warrant Units, and (v) the Warrants (including the Warrants underlying the Broker Warrant Units) on the TSXV. Listing will be subject to the Corporation fulfilling all of the listing requirements of the TSXV.

 

Unit Shares, the Warrant Shares, the Broker Warrant Shares, and the Warrants on the TSXV. Listing will be subject to the Corporation fulfilling all of the requirements of the TSXV.

 

The Underwriters propose to offer the Units initially at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Units at the Offering Price, the offering price may be decreased and may be further changed from time to time to an amount not greater than the Offering Price, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Units is less than the gross proceeds paid by the Underwriters to the Corporation.

 

Pursuant to the Underwriting Agreement, without the prior written consent of the Co-Lead Underwriters, such consent not to be unreasonably withheld, the Corporation has agreed not to issue, negotiate or enter into any agreement to sell or issue or announce the issue of, any equity securities or debt securities of the Corporation, other than: (i) in connection with the Offering, (ii) pursuant to the grant of options, restricted share units, or other securities of the Corporation in the normal course pursuant to the Corporation’s equity incentive plan or the issuance of securities pursuant to the exercise or conversion, as the case may be, of securities of the Corporation outstanding on the date hereof, (iii) as consideration in connection with an acquisition of assets or of a business or entity, a consolidation, merger, combination or plan of arrangement, or a transaction or series of transactions entered into in response to an unsolicited bid by a third party to engage in any of the foregoing transactions, (iv) in settlement of outstanding indebtedness of the Corporation to arm’s length third parties (including, in settlement of principal and interest payable on the outstanding debt instruments of the Corporation), subject to a maximum of $2.0 million for the settlement of outstanding indebtedness and interest payable thereon at currently prevailing conversion prices, or (v) on the exercise of the Warrants, for a period of 90 days following the Closing Date. In addition, and subject to certain exceptions, all “reporting insiders” (as defined in National Instrument 55-104 – Insider Reporting Requirements and Exemptions) of the Corporation shall agree, prior to the Closing Date, not to sell, or agree to sell (or announce any intention to do so), any Common Shares or equity securities of the Corporation or securities exchangeable or convertible into Common Shares for a period of 90 days from the Closing Date without the prior written consent of the Co-Lead Underwriters, which consent will not be unreasonably withheld.

 

Pursuant to policy statements of certain securities regulators, the Underwriters may not, throughout the period of distribution, bid for or purchase Units. The foregoing restriction is subject to certain exceptions including: (i) a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplaces administered by the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market making activities, (ii) a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of the distribution, provided that the bid or purchase was for the purpose of maintaining a fair and orderly market and not engaged in for the purpose of creating actual or apparent active trading in, or raising the price of, such securities, or (iii) a bid or purchase to cover a short position entered into prior to the commencement of a prescribed restricted period. Consistent with these requirements, and in connection with this distribution, the Underwriters may over-allot or effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on the TSXV, in the over-the counter market, or otherwise.

 

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Subscriptions will be received subject to rejection or allotment in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice. Closing of the Offering is expected to take place on or about February 23, 2021, or such other date as may be agreed upon by the Corporation and the Underwriters, but in any event not later than 42 days after the date of the receipt for the (final) short form prospectus. It is anticipated that the Units will be delivered under the book-based system through CDS or its nominee and deposited in electronic form. A purchaser of Units will receive only a customer confirmation from the registered dealer from or through which the Units are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold Units on behalf of owners who have purchased Units in accordance with the book-based system. No certificates will be issued unless specifically requested or required. Notwithstanding the foregoing, all Units, Unit Shares and Warrants offered and sold in the United States or to or for the account or benefit of U.S. Persons who are U.S. Accredited Investors, and who are not Qualified Institutional Buyers will be issued in certificated, individually registered form.

 

The Unit Shares and the Warrants comprising the Units offered hereby and the Warrant Shares issuable upon exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and may not be offered, sold or delivered, directly or indirectly, to, or for the account or benefit of, a person in the U.S. or a U.S. Person, unless registered under the U.S. Securities Act or an exemption from such registration is available, and the Warrants and will bear a legend stating such.

 

Each Underwriter has agreed that, except as permitted by the Underwriting Agreement and as expressly permitted by applicable U.S. federal securities laws and the securities laws of the applicable state of the United States, it will not offer or sell the Units at any time to, or for the account or benefit of, any person in the United States or any U.S. Person as part of its distribution. The Underwriting Agreement permits the Underwriters acting through its United States broker-dealer affiliate to (i) offer the Units for sale by the Corporation in the United States and to or for the account or benefit of U.S. Persons as substituted purchasers that are U.S. Accredited Investors, in compliance with Rule 506(b) of Regulation D under the U.S. Securities Act and applicable U.S. state securities laws, and (ii) reoffer and resell the Units that they have acquired pursuant to the Underwriting Agreement in the United States and to, or for the account or benefit of U.S. Persons, that are Qualified Institutional Buyers in compliance with Rule 144A under the U.S. Securities Act and applicable U.S. state securities laws. Moreover, the Underwriting Agreement provides that the Underwriters will offer and sell the Units outside the United States to non-U.S. Persons only in accordance with Rule 903 of Regulation S. The Units, and the Unit Shares and the Warrants comprising the Units, that are offered or sold to, or for the account or benefit of, a person in the United States or a U.S. Person, and any Warrant Shares issued upon the exercise of such Warrants, will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and will be subject to restrictions to the effect that such securities have not been registered under the U.S. Securities Act or the securities laws of the applicable state of the United States and may only be offered, sold, pledged or otherwise transferred pursuant to certain exemptions from the registration requirements of the U.S. Securities Act and the securities laws of the applicable state of the United States.

 

The Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of the applicable state of the United States, and the Warrants will not be exercisable by or on behalf of a person in the United States or a U.S. Person, nor will certificates representing the Warrant Shares be registered or delivered to an address in the United States, unless an exemption from registration under the U.S. Securities Act and the securities laws of the applicable state of the United States is available and the Corporation has received an opinion of legal counsel of recognized standing or other evidence to such effect in form and substance reasonably satisfactory to the Corporation. Notwithstanding the foregoing, a holder who is a Qualified Institutional Buyer or a U.S. Accredited Investor, as applicable, at the time of exercise of the Warrants who purchased Units in the Offering to, or for the account or benefit of, persons in the United States or U.S. Persons will not be required to deliver an opinion of legal counsel or such other evidence in connection with the exercise of Warrants that are a part of those Units.

 

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Units offered under the Offering in the United States. In addition, until 40 days after the commencement of the Offering, an offer or sale of the Units in the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made other than in accordance with an exemption from such registration requirements.

 

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ELIGIBILITY FOR INVESTMENT

 

In the opinion of Garfinkle Biderman LLP, counsel to the Corporation, and Stikeman Elliott LLP, counsel to the Underwriters, based on the current provisions of the Income Tax Act (Canada) and the regulations thereunder (collectively, the “Tax Act”) in force on the date of this Prospectus, the Unit Shares, Warrants, and Warrant Shares, if issued on the date hereof, would be a qualified investments under the Tax Act for a trust governed by a registered retirement savings plan (“RRSP”), registered education savings plan (“RESP”), registered retirement income fund (“RRIF”), deferred profit sharing plan, registered disability savings plan (“RDSP”) or tax-free savings account (a “TFSA”) (each, a “Registered Plan”), provided that, subject to the provisions of any particular Registered Plan, at such time:

 

(a) in the case of the Unit Shares and Warrant Shares, (i) such shares are listed on a “designated stock exchange” within the meaning of the Tax Act (which, on the date hereof, includes Tier 1 and Tier 2 of the TSXV and the FSE), or (ii) the Corporation otherwise qualifies as a “public corporation” (as defined in the Tax Act); and

 

(b) in the case of the Warrants, (i) the Warrants are listed on a “designated stock exchange” within the meaning of the Tax Act (which, on the date hereof, includes Tier 1 and Tier 2 of the TSXV and the FSE), or (ii) the Warrant Shares are qualified investments as described in paragraph (a), above, and the Corporation is not an annuitant, a beneficiary, an employer or a subscriber under or a holder of the particular Registered Plan and deals at arm’s length (within the meaning of the Tax Act) with each person who is an annuitant, a beneficiary, an employer or a subscriber under or a holder of such Registered Plan.

 

Notwithstanding that the Unit Shares, Warrants, and Warrant Shares may be a qualified investment for a trust governed by an RRSP, RRIF, RESP, RDSP or a TFSA, the annuitant under an RRSP or RRIF, the subscriber under a RESP or the holder of a TFSA or RDSP, as the case may be, will be subject to a penalty tax if the securities are a “prohibited investment” within the meaning of the Tax Act for the RRSP, RRIF, RESP, RDSP or TFSA. The Unit Shares, Warrants and Warrant Shares will generally not be a “prohibited investment” for a trust governed by an RRSP, RRIF, RESP, RDSP or TFSA provided that the holder of the TFSA or RDSP, the subscriber under a RESP or annuitant of the RRSP or RRIF, as the case may be: (i) deals at arm’s length with the Corporation for the purposes of the Tax Act, and (ii) does not have a “significant interest” (as defined in the Tax Act) in the Corporation. In addition, the Unit Shares and Warrant Shares will generally not be a prohibited investment if such securities are “excluded property” (as defined in the Tax Act) for trusts governed by an RRSP, RRIF, RESP, RDSP or TFSA.

 

PROSPECTIVE PURCHASERS WHO INTEND TO HOLD UNIT SHARES, WARRANTS, OR WARRANT SHARES IN A REGISTERED PLAN SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THESE RULES IN THEIR PARTICULAR CIRCUMSTANCES.

 

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

 

In the opinion of Garfinkle Biderman LLP, counsel to the Corporation, and Stikeman Elliott LLP, counsel to the Underwriters (collectively, “Counsel”), the following is, as at the date of this Prospectus, a summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable to: (i) a purchaser (the “Initial Purchaser”) who acquires as beneficial owner pursuant to this Offering the Common Shares and Warrants which comprise the Units, and (ii) an Initial Purchaser who acquires Warrant Shares on the exercise of such Warrants (the Common Shares, the Warrants, and the Warrant Shares, collectively, the “Securities”), and who, for the purposes of the application of the Tax Act and at all relevant times: (a) deals at arm’s length with the Corporation and the Underwriters, (b) is not affiliated with the Corporation or the Underwriters, and (c) holds the Securities as capital property. The Securities will generally be capital property to an Initial Purchaser unless they are held in the course of carrying on a business of trading or dealing in securities or were acquired in one or more transactions considered to be an adventure or concern in the nature of trade. An Initial Purchaser of Units meeting all such requirements is referred to as a “Holder” in this section of the Prospectus.

 

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This summary does not apply to a Holder (i) that is a “financial institution” for the purposes of the mark-to-market rules contained in the Tax Act, (ii) that is a “specified financial institution” as defined in the Tax Act, (iii), an interest which would be a “tax shelter investment” as defined in the Tax Act, (iv) that has made a “functional currency” reporting election under the Tax Act, or (v) that has or will enter into a “derivative forward agreement” or “synthetic disposition arrangement”, as such terms are defined in the Tax Act, with respect to any Securities. Such Holders should consult their own tax advisors with respect to an investment in Units.

 

This summary is based upon the provisions of the Tax Act in force as of the date of this Prospectus and Counsel’s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”). This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and assumes that the Tax Proposals will be enacted in the form proposed, although no assurance can be given that the Tax Proposals will be enacted in their current form or at all. This summary does not otherwise take into account any changes in law or in the administrative policies or assessing practices of the CRA, whether by legislative, governmental or judicial decision or action, nor does it take into account or consider any other federal or any provincial, or foreign income tax considerations, which considerations may differ significantly from the Canadian federal income tax considerations discussed in this summary.

 

THIS SUMMARY IS OF A GENERAL NATURE ONLY, IS NOT EXHAUSTIVE OF ALL POSSIBLE CANADIAN FEDERAL INCOME TAX CONSIDERATIONS AND IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR HOLDER. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THEIR PARTICULAR CIRCUMSTANCES.

 

Allocation of Offering Price

 

Holders will be required to allocate, on a reasonable basis, their cost of each Unit between the Unit Share and the one-half Warrant in order to determine their respective costs for purposes of the Tax Act.

 

For its purposes, the Corporation intends to allocate $0.44 to each Unit Share and $0.04 to the one-half Warrant forming part of each Unit. Although the Corporation believes that its allocation is reasonable, it is not binding on the CRA or the Holder.

 

The adjusted cost base to a Holder of each Unit Share comprising a part of a Unit acquired pursuant to the Offering will be determined by averaging the cost of such Unit Share with the adjusted cost base to such Holder of all other Common Shares (if any) held by the Holder as capital property immediately prior to the acquisition.

 

Exercise of Warrants

 

No gain or loss will be realized by a Holder upon the exercise of a Warrant to acquire a Warrant Share. When a Warrant is exercised, the Holder’s cost of the Warrant Share acquired thereby will be the aggregate of the Holder’s adjusted cost base of such Warrant and the exercise price paid for the Warrant Share. The Holder’s adjusted cost base of the Warrant Share so acquired will be determined by averaging such cost with the adjusted cost base to the Holder of all Common Shares (if any) owned by the Holder as capital property immediately prior to such acquisition.

 

Expiry of Warrants

 

The expiry of an unexercised Warrant will generally result in a capital loss to the Resident Holder equal to the adjusted cost base of the Warrant to the Resident Holder immediately before its expiry. See the discussion below under the heading “Capital Gains and Capital Losses”.

 

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Resident Holders

 

The following section of this summary applies to Holders who, for the purposes of the Tax Act, are or are deemed to be resident in Canada at all relevant times (“Resident Holders”). Certain Resident Holders whose Common Shares or Warrant Shares might not constitute capital property may make, in certain circumstances, an irrevocable election permitted by subsection 39(4) of the Tax Act to deem the Common Shares, Warrant Shares and every other “Canadian security” as defined in the Tax Act, held by such persons in the taxation year of the election and each subsequent taxation year to be capital property. This election will not apply to the Warrants. Resident Holders should consult their own tax advisors regarding this election.

 

Dividends on Common Shares

 

In the case of a Resident Holder who is an individual (other than certain trusts), dividends received or deemed to be received on the Common Shares will be included in computing the Resident Holder’s income and will be subject to the gross-up and dividend tax credit rules normally applicable in respect of “taxable dividends” received from “taxable Canadian corporations” (as defined in the Tax Act), including the enhanced dividend tax credit in respect of “eligible dividends”, if any, so designated by the Corporation to the Resident Holder in accordance with the provisions of the Tax Act. There may be limitations on the Corporation’s ability to designate dividends as “eligible dividends”.

 

Dividends received or deemed to be received by a corporation that is a Resident Holder on the Common Shares must be included in computing the Resident Holder’s income but will generally be deductible in computing its taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

 

A Resident Holder that is a “private corporation” (as defined in the Tax Act) and certain other corporations controlled by or for the benefit of an individual (other than a trust) or related group of individuals (other than trusts) generally will be liable to pay an additional refundable tax under Part IV of the Tax Act on dividends received or deemed to be received on the Common Shares to the extent such dividends are deductible in computing taxable income.

 

Disposition of Securities

 

Upon a disposition or deemed disposition of a Unit Share, Warrant (other than on the exercise or expiry of such Warrant) or Warrant Share, a capital gain (or capital loss) will generally be realized by a Resident Holder to the extent that the proceeds of disposition are greater (or less) than the aggregate of the adjusted cost base of such security to the Resident Holder immediately before the disposition and any reasonable costs of disposition. Such capital gain (or capital loss) will be subject to the treatment described below under “Capital Gains and Capital Losses”.

 

Capital Gains and Capital Losses

 

Generally, a Resident Holder is required to include, in computing its income for a taxation year, one-half of the amount of any capital gain (a “taxable capital gain”) realized in the year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss (an “allowable capital loss”) realized in a taxation year from taxable capital gains realized in that year by such Resident Holder. Allowable capital losses in excess of taxable capital gains may be carried back and deducted in any of the three preceding years or carried forward and deducted in any following taxation year against taxable capital gains realized in such year to the extent and under the circumstances described in the Tax Act.

 

The amount of any capital loss realized on the disposition or deemed disposition of Common Shares by a Resident Holder that is a corporation may be reduced by the amount of dividends received or deemed to have been received by it on such shares or shares substituted for such shares to the extent and in the circumstance specified by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns Common Shares, directly or indirectly, through a partnership or trust. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

 

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Other Income Taxes

 

A Resident Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act) may also be liable to pay an additional tax (refundable in certain circumstances) on certain investment income, including taxable capital gains.

 

Capital gains realized and dividends received or deemed to be received by a Resident Holder that is an individual (other than certain specified trusts) may give rise to minimum tax as calculated under the detailed rules set out in the Tax Act. Resident Holders that are individuals should consult their own advisors with respect to the application of the minimum tax.

 

Non-Resident Holders

 

The following section of the summary applies to a Holder who, at all relevant times, for purposes of the Tax Act, (i) is neither resident nor deemed to be resident in Canada, (ii) does not, and is not deemed to, use or hold the Securities in, or in the course of carrying on a business in Canada, and (iii) is not a person who carries on or is deemed to carry on an insurance business in Canada and elsewhere (a “Non-Resident Holder”). Such Non-Resident Holders should consult their own tax advisors.

 

Dividends on Common Shares

 

Dividends paid or credited or deemed to be paid or credited to a Non-Resident Holder on the Common Shares by the Corporation are subject to Canadian withholding tax at the rate of 25% on the gross amount of the dividend, unless such rate is reduced by the terms of an applicable income tax treaty or convention. For example, under the Canada-United States Tax Convention (1980) (the “Treaty”) as amended, the rate of withholding tax on dividends paid or credited to a Non-Resident Holder who is resident in the United States for purposes of the Treaty and is entitled to all of the benefits under the Treaty (a “U.S. Holder”) is generally limited to 15% of the gross amount of the dividend (or 5% in the case of a U.S. Holder that is a company beneficially owning at least 10% of Corporation’s voting shares). Non-Resident Holders should consult their own tax advisors.

 

Disposition of Securities

 

A Non-Resident Holder generally will not be subject to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of a Security, nor will capital losses arising therefrom be recognized under the Tax Act, unless the Security constitutes “taxable Canadian property” to the Non-Resident Holder thereof for purposes of the Tax Act, and the gain is not exempt from tax pursuant to the terms of an applicable income tax treaty or convention.

 

Provided that Unit Shares and Warrant Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes Tier 1 and Tier 2 of the TSXV and the FSE) at the time of disposition, the Security generally will not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time during the 60-month period immediately preceding the disposition the following two conditions are met concurrently: (i) the Non-Resident Holder, persons with whom the Non-Resident Holder did not deal at arm’s length, partnerships in which the Non-Resident Holder or such non-arm’s length person holds a membership interest (either directly or indirectly through one or more partnerships), or the Non-Resident Holder together with all such persons, owned 25% or more of the issued shares of any class or series of shares of the Corporation, and (ii) at such time, more than 50% of the fair market value of the Common Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource property” (as defined in the Tax Act), “timber resource property” (as defined in the Tax Act) or an option, an interest or civil law right in such property, whether or not such property exists. Notwithstanding the foregoing, the Securities may also be deemed to be taxable Canadian property to a Non-Resident Holder under certain provisions of the Tax Act.

 

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Even if a Security is “taxable Canadian property” to a Non-Resident Holder, such Non-Resident Holder may be exempt from tax under the Tax Act on the disposition of such Security by virtue of an applicable income tax treaty or convention.

 

A Non-Resident Holder’s capital gain (or capital loss) in respect of a Security that constitutes or is deemed to constitute taxable Canadian property (and is not exempt from tax under an applicable income tax treaty or convention) will generally be computed in the manner described above under the subheading “Certain Canadian Federal Income Tax Considerations - Resident Holders – Disposition of Securities”.

 

NON-RESIDENT HOLDERS WHOSE SECURITIES ARE TAXABLE CANADIAN PROPERTY SHOULD CONSULT THEIR OWN TAX ADVISORS.

 

CERTAIN SECURITIES LAW MATTERS

 

Following the announcement of the Offering, Mr. Rahim Kanji, Mr. Vahan Ajamian, and Mr. Shimmy Posen, the Chief Financial Officer, the Vice President Capital Markets, and the Corporate Secretary of the Corporation, respectively (collectively, the “Participating Insiders”) expressed an intention to participate in the Offering and acquire up to an aggregate of 2,914,167 Units pursuant to the Offering. Each of the Participating Insiders would be purchasers included in the President’s List, and accordingly, the Underwriters’ Fee and the number of Broker Warrants shall be reduced to 3.0% in respect of the sale of Units to such Participating Insiders. See “Plan of Distribution”.

 

The participation of the Participating Insiders in the Offering would constitute a “related party transaction”, as such term is defined in MI 61-101, and absent an available exemption set forth in MI 61-101, such participation would require the Corporation to receive minority shareholder approval for, and obtain a formal valuation for the subject matter of, the transaction in accordance with MI 61-101, prior to the completion of such transaction. However, the Corporation intends to rely on exemptions from the formal valuation and the minority shareholder approval requirements of MI 61-101, available to the Corporation under Section 5.5(b) and Section 5.7(1)(a) of MI 61-101, respectively, in each case on the basis that the fair market value of the Participating Insiders’ participation in the Offering is not anticipated to exceed 25% of the market capitalization of the Corporation, as determined in accordance with MI 61-101.

 

Neither the Corporation nor, to the knowledge of the Corporation after reasonable inquiry, any of the Participating Insiders, has knowledge of any material information concerning the Corporation or its securities that has not been generally disclosed in accordance with applicable Canadian securities laws.

 

RISK FACTORS

 

In this section of the Prospectus, unless the context requires otherwise, references to the “Corporation” include the Corporation and its subsidiaries, taken as a whole.

 

An investment in the securities of the Corporation (including, the Units) is speculative and is subject to a number of risks and uncertainties, including risks inherent in the industry in which the Corporation operates. In addition to the information set out below and the other information contained in this Prospectus, including in the section entitled “Cautionary Note Regarding Forward-Looking Information”, prospective purchasers should carefully consider the risk factors related to the Corporation’s business and operations set out in the documents incorporated by reference herein, as well as in Schedule “A” to Appendix “D” of the 2020 Meta Circular, which is specifically incorporated by reference in this Prospectus. The 2020 Meta Circular may be accessed on the Corporation’s issuer profile on SEDAR at www.sedar.com. Additionally, prospective purchasers should consider the risk factors and uncertainties set forth below.

 

The risks and uncertainties described below or incorporated by reference in this Prospectus are not the only risks and uncertainties faced by the Corporation. Additional risks and uncertainties that the Corporation is not aware of or focused on, or that the Corporation currently deems to be immaterial, may materialize and could have a Material Adverse Effect, could result in a decline in the trading price of the Common Shares, and could cause purchasers to lose all or part of their investment. There can be no assurance that the Corporation will successfully address any or all of these risks.

 

In the event that any one or more of these risks or uncertainties materialize, such occurrence could have a Material Adverse Effect, and could cause prospective purchasers to lose all or part of their investment.

 

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Risks Related to the Offering

 

Completion of the Offering

 

The completion of the Offering remains subject to a number of conditions. There can be no certainty that the Offering will be completed. Failure by the Corporation to satisfy all of the conditions precedent to the Offering would result in the Offering not being completed. If the Offering is not completed, the Corporation may not be able to raise the funds required for the purposes contemplated under “Use of Proceeds” from other sources on commercially reasonable terms or at all.

 

Discretion in the Use of Proceeds

 

Although the Corporation expects to use the proceeds from the Offering for the purposes contemplated under “Use of Proceeds”, Management will have discretion concerning the use of the proceeds of the Offering as well as the timing of their expenditure. As a result, purchasers will be relying on the judgment of Management for the application of the proceeds of the Offering. Management may use the net proceeds of the Offering other than as described under the heading “Use of Proceeds” if they believe it would be in the Corporation’s best interest to do so and in ways that a purchaser may not consider desirable. The results and the effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, the Corporation’s results of operations may suffer.

 

Additional Financing

 

The continued development of the Corporation will require additional financing. There is no guarantee that the Corporation will be able to achieve its business objectives. The Corporation expects to fund its business objectives by way of additional offerings of equity and/or debt financing. The failure to raise or procure such additional funds could result in the delay or indefinite postponement of the Corporation’s current business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on terms acceptable to the Corporation. Specifically, due to the Corporation’s presence in the U.S. cannabis market and given the current laws regarding cannabis at the federal level in the U.S., traditional bank financing is typically not available to issuers engaged in the U.S. cannabis industry. The federal illegality of cannabis in the U.S. means that financial transactions involving proceeds generated by cannabis-related activities can form the basis for prosecution under several U.S. statutes, including money laundering statutes. As a result, the Corporation may not be able to secure financing on terms acceptable to it, or at all.

 

If additional funds are raised by offering equity securities or convertible debt, existing shareholders of the Corporation could suffer significant dilution. Any debt financing secured in the future could involve the granting of security against assets of the Corporation and also contain restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Corporation to obtain additional capital and to pursue business opportunities, including potential acquisitions. The Corporation may require additional financing to fund its operations.

 

An Investment in Unit Shares or Warrants may result in the Loss of an Investor’s Entire Investment.

 

An investment in the Unit Shares or Warrants is speculative, involves a high degree of risk and may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high risk investments and who can afford to lose their entire investment should consider an investment in the Corporation.

 

No Market for the Warrants

 

The Corporation has applied to list the Warrants (including the Warrants underlying the Broker Warrant Units) on the TSXV. Listing will be subject to the Corporation fulfilling all of the listing requirements of the TSXV. Accordingly, there is currently no market through which the Warrants may be sold and the Warrants may not be listed on any securities or stock exchange or automated dealer quotation system. As a result, the purchasers may not be able to resell the Warrants purchased under this Prospectus. This may affect pricing of the Warrants in the secondary market, the transparency and availability of trading prices and the liquidity of the Warrants. The Offering Price and the allocation thereof between the Unit Shares and the Warrants comprising the Units have been determined by negotiation between the Corporation and the Co-Lead Underwriters.

 

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Holders of Warrants have no Rights as Shareholders

 

Until a holder of Warrants acquires Warrant Shares upon exercise of such Warrants, such holder will have no rights with respect to the Warrant Shares underlying such Warrants. Upon exercise of such Warrants, such holder will be entitled to exercise the rights of a holder of Common Shares only as to matters for which the record date occurs after the exercise date of such Warrants.

 

No Assurance of Future Liquidity for the Common Shares

 

Shareholders of the Corporation may be unable to sell significant quantities of Common Shares into the public trading markets without a significant reduction in the price of their Common Shares, or at all. There can be no assurance that there will be sufficient liquidity of the Common Shares on the trading market, or that the Corporation will continue to meet the listing requirements of the TSXV, the OTC, or the FSE, or achieve listing on any other public listing exchange.

 

Market Price Volatility

 

The market price at which the Common Shares will trade cannot be predicted. The market price of the Common Shares may be adversely affected by a variety of factors relating to the Business, including fluctuations in operating and financial results, as well as factors unrelated to the Corporation, such as developments in the global markets and economy, and the cannabis industry. In particular, the stock markets in general have recently experienced extreme volatility. This general market volatility may adversely affect the market price of the Common Shares and the liquidity of the Common Shares.

 

Sales by Existing Shareholders

 

Sales of a substantial number of Common Shares in the public market could occur at any time. These sales, or the market perception that the holders of a large number of Common Shares intend to sell Common Shares, could reduce the market price of the Common Shares. If this occurs and continues, it could impair the Corporation’s ability to raise additional capital through the sale of securities.

 

Investment Eligibility

 

There can be no assurance that the Units will continue to be qualified investments under relevant Canadian tax laws for trusts governed by RRSPs, RRIFs, deferred profit sharing plans, RESPs, RDSPs and TFSAs. The Tax Act imposes penalties for the acquisition or holding of nonqualified or prohibited investments. See “Eligibility for Investment”.

 

Dividend Policy

 

The Corporation has not declared and paid dividends in the past and may not declare and pay dividends in the future. The declaration, timing, amount and payment of dividends are at the discretion of the Board and will depend upon the Corporation’s future earnings, cash flows, acquisition capital requirements and financial condition, and other relevant factors. There can be no assurance that the Corporation will declare a dividend on a quarterly, annual or other basis.

 

Risks Related to the Business of the Corporation

 

The following is a non-exhaustive list of certain specific and general risks that Management is aware of and believe to be material to, and could affect, the Business, and the results of operations, prospects and financial condition of the Corporation. These risks are in addition to the risk factors related to the Business described in the documents incorporated by reference in this Prospectus as well as the risk factors set out in Schedule “A” to Appendix “D” of the 2020 Meta Circular, which is specifically incorporated by reference in this Prospectus and accessible on the Corporation’s issuer profile on SEDAR at www.sedar.com.

 

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Cash Flow from Operations

 

As at July 31, 2020, the Corporation’s cash and unaudited net working capital balances were approximately $7,108,000 and negative $11,385,000, respectively. Although the Corporation anticipates it will have positive cash flow from operating activities in future periods, to the extent that the Corporation has negative cash flow in any future period, certain of the net proceeds from the Offering may be used to fund such negative cash flow from operating activities. If the Corporation experiences future negative cash flow, the Corporation may also be required to raise additional funds through the issuance of equity or debt securities. There can be no assurance that the Corporation will be able to generate positive cash flow from its operations, that additional capital or other types of financing will be available when needed, or that these financings will be on terms favourable to the Corporation. In addition, the Corporation expects to achieve positive cash flow from operating activities in future periods. However, this is based on certain assumptions and subject to significant risks.

 

Licenses and Permits

 

The ability of the Corporation to continue the Business is dependent on the good standing of various Authorizations from time to time possessed by the Corporation and adherence to all regulatory requirements related to such activities. The Corporation will incur ongoing costs and obligations related to regulatory compliance, and any failure to comply with the terms of such Authorizations, or to renew the Authorizations after their expiry dates, could have a Material Adverse Effect.

 

Although Management believes that the Corporation will meet the requirements of applicable laws for future extensions or renewals of the applicable Authorizations, there can be no assurance that applicable governmental entities will extend or renew the applicable Authorizations, or if extended or renewed, that they will be extended or renewed on the same or similar terms. In the event that the applicable governmental entities do not extend or renew the applicable Authorizations, or should they renew the applicable Authorizations on different terms, any such event or occurrence could have a Material Adverse Effect.

 

The Corporation remains committed to regulatory compliance. However, any failure to comply with applicable laws may result in additional costs for corrective measures, penalties, or restrictions on the operations of the Corporation. In addition, changes in applicable laws or other unanticipated events could require changes to the operations of the Corporation, increased compliance costs or give rise to material liabilities, which could have a Material Adverse Effect.

 

Changes in Laws

 

The Business is subject to a variety of applicable laws, including those relating to the marketing, acquisition, manufacturing, management, transportation, storage, sale, packaging and labeling, and disposal of cannabis and cannabis products. The Corporation is also subject to applicable laws relating to health and safety, the conduct of operations, taxation of products and the protection of the environment. As applicable laws pertaining to the cannabis industry are relatively new, it is possible that significant legislative amendments may still be enacted – either provincially or federally – that address current or future regulatory issues or perceived inadequacies in the regulatory framework. Changes to applicable laws could have a Material Adverse Effect.

 

The legislative framework pertaining to the Canadian adult-use cannabis market is subject to significant provincial and territorial regulation. The legal framework varies across provinces and territories and results in asymmetric regulatory and market environments. Different competitive pressures, additional compliance requirements, and other costs may also limit the Corporation’s ability to participate in such market.

 

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Risks Relating to Suppliers

 

Cannabis retailers are dependent on the supply of cannabis products from Licensed Producers. There can be no assurance that there will be a sufficient supply of cannabis available to the Corporation to purchase and to operate the Business or satisfy demand. Licensed Producers’ growing operations are dependent on a number of key inputs and their related costs, including raw materials and supplies. Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could materially impact Licensed Producers and, in turn, could have a Material Adverse Effect. Any inability of Licensed Producers to secure required supplies and services or to do so on appropriate terms could also have a Material Adverse Effect. The facilities of the Licensed Producers could be subject to adverse changes or developments, including but not limited to a breach of security, which could have a Material Adverse Effect. Any breach of the security measures and other facility requirements, including any failure to comply with recommendations or requirements arising from inspections by Health Canada or other legal or regulatory requirements could also have an impact on the ability of Licensed Producers supplying the Corporation to continue operating under their Authorizations or the prospect of renewing their Authorizations or on the ability or willingness of the Corporation to sell product sourced from one or more Licensed Producers, which could have a Material Adverse Effect.

 

In addition to the foregoing, one or more of the risk factors contemplated in this Prospectus may also directly apply to, and impact, the business, operations and financial condition of the Licensed Producers supplying the Corporation, resulting in such Licensed Producers to experience operational slowdowns or other barriers to operations (including as a result of protective measures associated with COVID-19) which may affect the ability of the Corporation to obtain and sell product sourced from such Licensed Producer. In turn, such events could have an indirect Material Adverse Effect.

 

Third Party Relationships

 

From time to time, the Corporation may enter into strategic alliances with third parties that the Corporation believes will complement or augment its Business or will have a beneficial impact on the Corporation. Strategic alliances with third parties could present unforeseen integration obstacles or costs, may not enhance the Business, and may involve risks that could adversely affect the Corporation, including the risk that significant amounts of Management’s time may be diverted from operations in order to pursue and complete such transactions or maintain such strategic alliances. Future strategic alliances could result in the Corporation incurring additional debt, costs and contingent liabilities, and there can be no assurance that future strategic alliances will achieve, or that the Corporation’s existing strategic alliances will continue to achieve, the expected benefits to the Business or that the Corporation will be able to consummate future strategic alliances on satisfactory terms, or at all. Any of the foregoing could have a Material Adverse Effect.

 

Reliance on Established Cannabis Retail Stores

 

The Retail Store Authorizations held by the Corporation are specific to individual cannabis retail stores. Any adverse changes or disruptions to the functionality, security and operation of the Corporation’s sites or any other form of non-compliance may place the Retail Store Authorizations held by the Corporation at risk, and have a Material Adverse Effect. As the Business continues to grow, any expansion to or update of the current operating cannabis retail stores of the Corporation, or the introduction of new cannabis retail stores, will require the approval of the applicable cannabis regulatory authority. There can be no guarantee that the applicable cannabis regulatory authority will approve any such expansions and/or renovations, which could have a Material Adverse Effect.

 

Failure or Significant Delays in Obtaining Regulatory Approvals

 

The ability of the Corporation to achieve its business objectives are contingent, in part, upon compliance with the regulatory requirements enacted by applicable governmental entities, including those imposed by applicable cannabis regulatory authorities, and obtaining and maintaining all Authorizations, where necessary. The Corporation cannot predict the time required to secure all appropriate Authorizations for the product offerings of the Corporation in place from time to time, or the extent of testing and documentation that may be required by governmental entities. The impact of regulatory compliance regimes and any delays in obtaining, or failure to obtain, the required Authorizations may significantly delay or impact the development of the business and operations of the Corporation. Non-compliance could also have a Material Adverse Effect.

 

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Regulatory or Agency Proceedings, Investigations and Audits

 

The Business requires compliance with many laws and regulations. Failure to comply with these laws and regulations could subject the Corporation to regulatory or agency proceedings or investigations and could also lead to damage awards, fines and penalties. The Corporation may become involved in a number of government or agency proceedings, investigations and audits. The outcome of any regulatory or agency proceedings, investigations, audits and other contingencies could harm the Corporation’s reputation, require the Corporation to take, or refrain from taking, actions that could harm its operations or require the Corporation to pay substantial amounts of money, harming its financial condition. There can be no assurance that any pending or future regulatory or agency proceedings, investigations and audits will not result in substantial costs or a diversion of management’s attention and resources or have a Material Adverse Effect.

 

Product Recalls

 

Manufacturers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labeling disclosure. If any of the products produced by the Corporation’s suppliers and sold by the Corporation are recalled due to an alleged product defect or for any other reason, the Corporation may be required to incur unexpected expenses relating to the recall and potentially any legal proceedings that might arise in connection with the recall. In addition, a product recall may require significant attention of, and time from, Management. There can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. Additionally, if one of the products produced by the Corporation’s suppliers were subject to recall, the image of that product and the supplier, as well as the Corporation, could be negatively affected. A recall for any of the foregoing reasons could lead to decreased demand and could have a Material Adverse Effect. Additionally, product recalls may lead to increased scrutiny of the operations by governmental entities or other regulatory agencies, requiring further attention from Management and potential legal fees and other expenses which could also have a Material Adverse Effect.

 

Product Liability

 

As a seller of products designed to be ingested by humans, the Corporation faces an inherent risk of exposure to product liability claims, regulatory action and litigation if the products it sells are alleged to have caused significant loss or injury. In addition, the sale of cannabis and cannabis products involve the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Previously unknown adverse reactions resulting from human consumption of cannabis and cannabis products alone or in combination with other medications or substances could also occur. The Corporation may be subject to various product liability claims, including that the products they sell caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances.

 

A product liability claim or regulatory action against the Corporation could result in increased costs to the Corporation, could adversely affect the reputation of the Corporation with its clients and consumers generally and could have a Material Adverse Effect. There can be no assurance that the Corporation or its suppliers will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of the products of the Corporation.

 

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Cannabis Prices

 

The revenues of the Corporation are in part derived from the sale and distribution of cannabis, as such, the profitability of the Corporation may be regarded as being directly related to the price of cannabis. The cost of production, sale, and distribution of cannabis is dependent on a number of key inputs and their related costs, including equipment and supplies, labour and raw materials related to the growing operations of cannabis suppliers, as well other overhead costs such as electricity, water, and utilities. Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could have a Material Adverse Effect. Further, any inability to secure required supplies and services or to do so on favourable terms could have a Material Adverse Effect. This includes, among other things, changes in the selling price of cannabis and cannabis products set by the applicable province or territory. There is currently no established market price for cannabis and the price of cannabis is affected by numerous factors beyond the Corporation’s control. Any price decline could have a Material Adverse Effect.

 

The operations of the Corporation may be sensitive to changes in the price of cannabis and the overall condition of the cannabis industry.

 

Epidemics and Pandemics (including COVID-19)

 

The Corporation faces risks related to health epidemics, pandemics and other outbreaks of communicable diseases, which could significantly disrupt its operations and could have a Material Adverse Effect. In particular, the Corporation could be adversely impacted by the effects of COVID-19, an infectious disease caused by severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2). Since December 31, 2019, the outbreak of COVID-19 has led governments worldwide to enact emergency measures to combat the spread of the virus. These measures, which include, among other things, the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally, resulting in an economic slowdown. Such events may result in a period of business disruption, and in reduced operations, any of which could have a Material Adverse Effect.

 

As of the date of this Prospectus, the duration and the immediate and eventual impact of COVID-19 remains unknown. In particular, it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Corporation and its industry partners. To date, a number of businesses have suspended or scaled back their operations and development as cases of COVID-19 have been confirmed, for precautionary purposes or as governments have declared a state of emergency or taken other actions. However, the exact extent to which COVID-19 impacts, or will impact, the Business and the market for the Common Shares, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat COVID-19 (including recommendations from public health officials). In particular, the continued spread of COVID-19 globally could materially and adversely impact the Business, including without limitation, store closures or reduced operational hours or service methods, employee health, workforce productivity, reduced access to supply, increased insurance premiums, limitations on travel, the availability of experts and personnel and other factors that will depend on future developments beyond the Corporation’s control, which could have a Material Adverse Effect. There can be no assurance that the personnel of the Corporation will not be impacted by these pandemic diseases and ultimately see its workforce productivity reduced or incur increased costs as a result of these health risks. In addition, COVID-19 represents a widespread global health crisis that could adversely affect global economies and financial markets resulting in an economic downturn that could have a Material Adverse Effect.

 

Public Corporation Consequences

 

The Corporation’s status as a reporting issuer may increase price volatility due to various factors, including the ability to buy or sell its Common Shares, different market conditions in different capital markets and different trading volumes. In addition, low trading volume may increase the price volatility of the Common Shares. The increased price volatility could have a Material Adverse Effect.

 

In addition, as a reporting issuer, the Corporation and its business activities will be subject to the reporting requirements of applicable Canadian securities laws, and the listing requirements of the TSXV and such other stock exchanges on which its Common Shares may from time to time be listed. Compliance with such rules and regulations will increase the Corporation’s legal and financial costs making some activities more difficult, time consuming or costly and increase demand on its systems and resources.

 

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Market for Securities

 

There is currently no market through which the securities of the Corporation (other than the Common Shares and a limited number of Warrants) may be sold. This may affect the pricing of the securities of the Corporation in the secondary market, the transparency and availability of trading prices, the liquidity of such securities and the extent of issuer regulation. There can be no assurance that an active trading market of securities of the Corporation, other than the Common Shares, will develop or, if developed, that any such market will be sustained.

 

Market Price of Securities

 

Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced substantial volatility in the past, and recently, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors included macroeconomic developments in North America and globally, and market perceptions of the attractiveness of particular industries. The price of the Corporation’s securities (including the Common Shares) is also likely to be affected by the Corporation’s financial condition or results of operations as reflected in its financial statements. Other factors unrelated to the performance of the Corporation that may have an effect on the price of the Corporation’s securities include, but are not limited to, the following: the extent of analytical coverage available to investors concerning the Business may be limited if investment banks with research capabilities do not follow the Corporation’s securities, lessening in trading volume and general market interest in the Corporation’s securities may affect an investor’s ability to trade significant numbers of the Corporation’s securities, and a substantial decline in the price of the Corporation’s securities that persists for a significant period of time could cause the Corporation’s securities, if listed on an exchange, to be delisted from such exchange, further reducing market liquidity. As a result of any of these factors, the market price of the Corporation’s securities at any given point in time may not accurately reflect the long-term value of the Corporation. Class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Corporation may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

 

Competition

 

The Corporation faces, and will continue to face, intense competition from other companies, some of which can be expected to have longer operating histories and greater financial resources (including technical, marketing, and other resources compared to the Corporation). Such companies may be able to devote greater resources to the development, promotion, sale and support of their respective products and services. Such companies may also have more extensive customer bases and broader customer relationships, and may make it increasingly difficult for the Corporation to, among other things, enter into favorable business agreements, negotiate favourable prices, recruit or retain qualified employees, and acquire the capital necessary to fund capital investments by the Corporation.

 

In addition, Management estimates that, as of the date of this Prospectus, there may be currently hundreds of applications for Retail Store Authorizations being processed by applicable cannabis regulatory authorities. The number of Authorizations granted, and the number of retail cannabis store operators ultimately authorized by applicable cannabis regulatory authorities, could have an adverse impact on the ability of the Corporation to compete for market share in the cannabis market within various jurisdictions in Canada. The Corporation also faces competition from illegal cannabis dispensaries, engaged in the sale and distribution of cannabis to individuals without valid Authorizations.

 

Lastly, as the cannabis market continues to mature, both domestically and internationally, the overall demand for products and the number of competitors may be expected to increase significantly. Such increases may also be accompanied by shifts in market demand, and other factors that Management cannot currently anticipate, and which could potentially reduce the market for the products of the Corporation, and ultimately have a Material Adverse Effect.

 

In order to remain competitive in the evolving cannabis market, the Corporation will need to invest significantly in, among other things, research and development, market development, marketing, production expansion, new client identification, distribution channels, and client support. In the event that the Corporation is not successful in obtaining sufficient resources to invest in these areas, the ability of the Corporation to compete in the cannabis market may be adversely affected, which could have a Material Adverse Effect.

 

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Dependence on Key Personnel

 

The success of the Corporation is dependent upon the ability, expertise, judgment, discretion and good faith of Management as well as certain consultants (collectively, the “Key Personnel”). The future success of the Corporation depends on their continuing ability to attract, develop, motivate, and retain the Key Personnel. Qualified individuals for Key Personnel positions are in high demand, and the Corporation may incur significant costs to attract and retain them. The loss of the services of Key Personnel, or an inability to attract other suitably qualified persons when needed, could have a Material Adverse Effect on the ability of the Corporation to execute on its business plan and strategy, and the Corporation may be unable to find adequate replacements on a timely basis, or at all. While employment and consulting agreements are customarily used as a primary method of retaining the services of Key Personnel, these agreements cannot assure the continued services of such individuals and consultants.

 

Conflicts of Interest

 

The Corporation may, from time to time, be subject to various potential conflicts of interest due to the fact that some of its officers, directors and consultants may be engaged in a range of outside business activities. The executive officers, directors and consultants of the Corporation may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Corporation. In some cases, the executive officers, directors and consultants of the Corporation may have fiduciary obligations associated with these outside business interests that interfere with their ability to devote time to the Business and that could have a Material Adverse Effect. These outside business interests could also require significant time and attention of the Corporation’s executive officers, directors and consultants.

 

In addition, the Corporation may also become involved in other transactions which conflict with the interests of its directors, officers and consultants who may from time to time deal with persons, firms, institutions or companies with which the Corporation may be dealing, or which may be seeking investments similar to those desired by the Corporation. The interests of these persons could conflict with those of the Corporation. Further, from time to time, these persons may also be competing with the Corporation for available investment opportunities.

 

Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, in the event that such a conflict of interest arises at a meeting of the Board, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of the Corporation are required to act honestly, in good faith and in the best interests of the Corporation.

 

Limited Operating History

 

The Corporation has a limited history of operations and is in the early stage of development as it attempts to create an infrastructure to capitalize on the opportunity for value creation in the cannabis industry. The Corporation is therefore subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial, and other resources and lack of revenues. The limited operating history may also make it difficult for investors to evaluate the Corporation’s prospects for success. There is no assurance that the Corporation will be successful and the likelihood of success must be considered in light of its early stage of operations.

 

The Corporation may not be able to achieve or maintain profitability and may incur losses in the future. In addition, the Corporation is expected to increase its capital investments as it implements initiatives to grow the Business. If the Corporation’s revenues do not increase to offset these expected increases, the Corporation may not generate positive cash flow. There is no assurance that future revenues will be sufficient to generate the funds required to continue operations without external funding.

 

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Fraudulent or Illegal Activity

 

The Corporation is exposed to the risk that its employees, independent contractors, consultants, service providers and licensors may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional undertakings of unauthorized activities, or reckless or negligent undertakings of authorized activities, in each case on the Corporation’s behalf or in their services that violate (a) various applicable laws, including healthcare laws and regulations, (b) applicable laws that require the true, complete and accurate reporting of financial information or data, or (c) the terms of the Corporation’s agreements with third parties. Such misconduct could expose the Corporation to, among other things, class actions and other litigation, increased regulatory inspections and related sanctions, and lost sales and revenue or reputational damage.

 

The Corporation cannot always identify and prevent misconduct by its employees and other third parties, including third party service providers, and the precautions taken by the Corporation to detect and prevent this activity may not be effective in controlling unknown, unanticipated or unmanaged risks or losses or in protecting it from governmental investigations or other actions or lawsuits stemming from such misconduct. If any such actions are instituted against the Corporation, and it is not successful in defending itself or asserting its rights, those actions could have a significant impact on its Business, including the imposition of civil, criminal or administrative penalties, damages, monetary fines and contractual damages, reputational harm, diminished profits and future earnings or curtailment of its operations.

 

General Economic Risks

 

The operations of the Corporation could be affected by the economic context should interest rates, inflation or the unemployment level reach levels that influence consumer trends and spending and, consequently, impact the sales and profitability of the Corporation. Investors should further consider, among other factors, the prospects for success, of the Corporation, in light of the risks and uncertainties encountered by companies that, like the Corporation, are in their early stages. The Corporation may not be able to effectively or successfully address such risks and uncertainties or successfully implement operating strategies to mitigate the impact of such risks and uncertainties. In the event that the Corporation fails to do so, such failure could materially harm the Business and could result in a Material Adverse Effect.

 

Difficulty to Forecast

 

The Corporation relies, and will need to rely, largely on its own market research to forecast industry statistics as detailed forecasts are not generally obtainable, if obtainable at all, from other sources at this early stage of the adult-use cannabis industry. Failure in the demand for the adult-use cannabis products as a result of competition, technological change, change in the regulatory or legal landscape or other factors could have a Material Adverse Effect.

 

Management of Growth

 

To manage growth effectively and continue the sale and distribution of cannabis and cannabis products at the same pace as currently undertaken, or at all, the Corporation will need to continue to implement and improve its operational and financial systems and to expand, train and manage its larger employee base. The ability of the Corporation to manage growth effectively may be affected by a number of factors, including, among other things, non-performance by third party contractors and suppliers, increases in materials or labour costs, and labour disputes. The inability of the Corporation to manage or deal with growth could have a Material Adverse Effect.

 

Additional Capital

 

The continued development of the Business may require additional financing, and any failure to raise such capital could result in the delay or indefinite postponement of the current and future business strategy of the Corporation, or result in the Corporation ceasing to carry on business. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be available on favorable terms. If additional funds are raised through issuances of equity or convertible debt securities, existing shareholders of the Corporation could suffer significant dilution, and any new equity securities issued could have rights, preferences, and privileges superior to those of the Common Shares.

 

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In addition, from time to time, the Corporation may enter into transactions to acquire assets or the shares of other companies. These transactions may be financed wholly or partially with debt, which may increase the debt levels of the Corporation above industry standards and impact the ability of the Corporation to service such debt. Any debt financing obtained in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which could make it more difficult for the Corporation to obtain additional capital and pursue business opportunities, including potential acquisitions. Debt financings may contain provisions, which, if breached, entitle lenders to accelerate repayment of debt and there is no assurance that the Corporation would be able to repay such debt in such an event or prevent the enforcement of security, if any, granted pursuant to such debt financing.

 

Restrictions on Branding and Advertising

 

The success of the Corporation depends on the ability of the Corporation to attract and retain customers. applicable laws strictly regulate the way cannabis is packaged, labelled, and displayed. The associated provisions are quite broad and are subject to change. As of the date of this Prospectus, applicable laws prohibit the use of testimonials and endorsements, depiction of people, characters and animals and the use of packaging that may be appealing to young people. Existing and future restrictions on the packaging, labelling, and the display of cannabis and cannabis products may adversely impact the ability of the Corporation to establish brand presence, acquire new customers, retain existing customers and maintain a loyal customer base. This could ultimately have a Material Adverse Effect.

 

Acquisitions or Dispositions

 

Since its inception, the Corporation has completed a number of significant acquisitions. Material acquisitions, dispositions, and other strategic transactions involve a number of risks, including (a) the risk that there could be a potential disruption of the Business, (b) the risk that the anticipated benefits and cost savings of those transactions may not be realized fully, or at all, or may take longer to realize than expected (including the risk that perceived synergies associated with such transactions may not eventuate or are less pronounced than originally expected), (c) the risk that the transactions will result in an increase in the scope and complexity of the operations of the Corporation which the Corporation may not be able to managed effectively, and (d) the risk of a loss or reduction of control over certain assets of the Corporation.

 

The presence of one or more material liabilities and/or commitments of an acquired company that are unknown to the Corporation at the time of acquisition could have a Material Adverse Effect. A strategic transaction may also result in a significant change in the nature of the business, operations and strategy of the Corporation. In addition, the Corporation may encounter unforeseen obstacles or costs in implementing a strategic transaction or integrating any acquired business into the existing operations of the Corporation.

 

Further, the Corporation intends to continue to seek viable market opportunities to grow the Business both organically and through acquisitions (such as the proposed acquisition of Smoke Cartel, described earlier in this Prospectus), dispositions, and other strategic transactions. Any inability, on the Corporation’s part, to successfully identify and/or execute on such transactions in a timely manner could have a Material Adverse Effect. In particular, the Corporation may, in pursuing such transactions, devote considerable resources and incur significant expenses (including on, among other things, conducting due diligence and negotiating the relevant agreements and instruments). In the event that a proposed acquisition or disposition is not completed on the terms and within the timelines anticipated, such expenses may reduce the profitability of the Corporation and could have a Material Adverse Effect.

 

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Holding Corporation Risk

 

The Corporation is a holding company. Essentially, all of the Corporation’s operating assets are the capital stock of its subsidiaries, and substantially all of the Business is conducted through its subsidiaries which are separate legal entities. Consequently, the Corporation’s cash flows and ability to pursue future business and expansion opportunities are dependent on the earnings of the Corporation’s subsidiaries and the distribution of those earnings to the Corporation. The ability of the Corporation to pay dividends and other distributions will depend on the operating results of its subsidiaries and will be subject to applicable laws (which require that certain solvency and capital standards be maintained by the Corporation) and applicable contractual restrictions contained in the instruments governing their debt. In the event of a bankruptcy, liquidation or reorganization of any of the Corporation’s subsidiaries, holders of indebtedness and trade creditors will generally be entitled to payment of their claims from the assets of such subsidiaries before any assets are made available for distribution to the Corporation.

 

Litigation

 

The Corporation may, from time to time, become party to regulatory proceedings, litigation, mediation, and/or arbitration from time to time in the ordinary course of business, which could have a Material Adverse Effect. Monitoring and defending against legal actions, whether or not meritorious, can be time-consuming, can divert Management’s attention and resources and can cause the Corporation to incur significant expenses. In addition, legal fees and costs incurred in connection with such activities may be significant and the Corporation could, in the future, be subject to judgments or enter into settlements of claims for significant monetary damages. While the Corporation may have insurance that may cover the costs and awards of certain types of litigation, the amount of insurance may not be sufficient to cover any costs or awards. Substantial litigation costs or an adverse result in any litigation could have a Material Adverse Effect. Litigation may also create a negative perception of the Corporation. Any decision resulting from any such litigation could have a Material Adverse Effect.

 

Customer Acquisitions

 

The success of the Corporation depends, in part, on the ability of the Corporation to attract and retain customers. There are many factors which could impact the Corporation’s ability to attract and retain customers, including but not limited to the ability to continually source desirable and effective product, the successful implementation of customer-acquisition plans and the continued growth in the aggregate number of customers. Any failure to acquire and retain customers would have a Material Adverse Effect.

 

Leases

 

The Corporation may, from time to time, enter into lease agreements for locations in respect of which at the time of entering such agreement, the Corporation does not have a license or permit to sell cannabis and cannabis products. In the event the Corporation is unable to obtain Authorizations to sell cannabis and cannabis products at such locations in compliance with applicable laws, such leases may become a liability of the Corporation without a corresponding revenue stream. In the event that the Corporation is unable to obtain permits and/or licences at numerous locations for which the Corporation has or will have a lease obligation, this could have a Material Adverse Effect.

 

International Sales and Operations

 

The Corporation conducts a portion of the Business in foreign jurisdictions such as the United States, and the Netherlands, and is subject to regulatory compliance in the jurisdictions in which it operates from time to time. The sales operations of the Corporation in foreign jurisdictions are subject to various risks, including, but not limited to, exposure to currency fluctuations, political and economic instability, increased difficulty of administering business, and the need to comply with a wide variety of international and domestic laws and regulatory requirements. Further, there are a number of risks inherent in the Corporation’s international activities, including, but not limited to, unexpected changes in the governmental policies of Canada, the United States, or other foreign jurisdictions concerning the import and export of goods, services and technology and other regulatory requirements, tariffs and other trade barriers, costs and risks of localizing products for foreign languages, longer accounts receivable payment cycles, limits on repatriation of earnings, the burdens of complying with a wide variety of foreign laws, and difficulties supervising and managing local personnel. The financial stability of foreign markets could also affect the Corporation’s international sales. Such factors may have a Material Adverse Effect. In addition, international income may be subject to taxation by multiple jurisdictions, which could also have a Material Adverse Effect.

 

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Ancillary Business in the United States Cannabis Industry

 

The Corporation derives a portion of its revenues from the cannabis industry in certain States. The Corporation is not directly or indirectly engaged in the manufacture, importation, possession, use, sale or distribution of cannabis in the recreational or medical cannabis industry in the U.S., however, the Corporation may be considered to have ancillary involvement in the U.S. cannabis industry. Due to the current Business and any future opportunities, the Corporation may become the subject of heightened scrutiny by regulators, stock exchanges and other authorities in Canada. As a result, the Corporation may be subject to significant direct or indirect interaction with public officials. There can be no assurance that this heightened scrutiny will not in turn lead to the imposition of certain restrictions on the Corporation’s ability to invest in the United States or any other jurisdiction, in addition to those described in this Prospectus.

 

Significant Risk of Enforcement of U.S. Federal Laws

 

There can be no assurance that the U.S. federal government will not seek to prosecute cases involving cannabis businesses, including those of the Corporation, notwithstanding compliance with the securities laws of the applicable state of the United States. Such proceedings could have a Material Adverse Effect.

 

Further, violations of any U.S. federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the U.S. federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities or divestiture. This could have a Material Adverse Effect, including on its reputation and ability to conduct business, its ability to list its securities on stock exchanges, its financial position, its operating results, its profitability or liquidity or the value of its securities. In addition, the time of Management and advisors of the Corporation and resources that would be needed for the investigation of any such matters or their final resolution could be substantial.

 

Political and Other Risks Operating in Foreign Jurisdictions

 

The Corporation has operations in various foreign markets and may have operations in additional foreign and emerging markets in the future. Such operations expose the Corporation to the socioeconomic conditions as well as the laws governing the controlled substances industry in such foreign jurisdictions. Inherent risks with conducting foreign operations include, but are not limited to, high rates of inflation; fluctuations in currency exchange rates, military repression, war or civil unrest, social and labour unrest, organized crime, terrorism, violent crime, expropriation and nationalization, renegotiation or nullification of existing Authorizations, changes in taxation policies, restrictions on foreign exchange and repatriation, and changes political norms, currency controls and governmental regulations that favour or require the Corporation to award contracts in, employ citizens of, or purchase supplies from, the jurisdiction.

 

LEGAL MATTERS

 

Certain legal matters relating to the Offering will be passed upon by Garfinkle Biderman LLP on behalf of the Corporation and Stikeman Elliott LLP on behalf of the Underwriters. Except as described below, as at the date of this Prospectus, the partners and associates of each of Garfinkle Biderman LLP and Stikeman Elliott LLP who participated in or were in a position to directly influence the preparation of the opinions of their respective firms, each of the aforementioned partnerships (and their partners, associates and employees) beneficially own, directly or indirectly, less than 1.0% of the outstanding Common Shares and warrants, and such groups respectively each own less than 1.0% of the outstanding securities of any associate or affiliate of the Corporation.

 

As at the date of this Prospectus, Shimmy Posen, a partner at Garfinkle Biderman LLP, holds 1,063,829 High Tide Shares.

 

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RELATIONSHIP WITH THE UNDERWRITERS

 

ATB, one of the Co-Lead Underwriters, provided various customary financial advisory services and research coverage to and for the Corporation in connection with the Arrangement. Echelon, one of the Co-Lead Underwriters, also provided various customary financial advisory services and research coverage to and for Meta Growth, in connection with the Arrangement but prior to Meta Growth becoming a wholly-owned subsidiary of the Corporation. Meta Growth is a “related issuer” of the Corporation within the meaning of NI 33-105. As a result of the foregoing relationships, the Corporation may be considered a “connected issuer” of ATB and Echelon within the meaning of NI 33-105 for the purposes of applicable Canadian securities laws.

 

The decision to distribute the Units pursuant to this Prospectus, and the terms of this Offering, were negotiated at arm’s length between the Corporation and the Co-Lead Underwriters. Neither ATB not Echelon will receive any benefit in connection with the Offering, other than the Underwriters’ Fee and the Broker Warrants. The decision to make any distribution of Units pursuant to the Offering and the determination of the terms of the Offering from time to time will be made through negotiation between the Corporation and the Underwriters. No bank or other person has had or will have any involvement in such decision or determination.

 

Each of ATB and Echelon, and/or their respective affiliates may have, from time to time performed or provided, and may in the future perform or provide, various financial advisory and commercial and investment banking services for the Corporation and/or its subsidiaries, for which such persons may have received, and in the future may receive, customary compensation and expense reimbursement in line with prevailing industry practices.

 

PROMOTERS

 

Other than as described below, no person or company has been a promoter of the Corporation during the two years immediately preceding the date of this Prospectus.

 

Mr. Raj Grover, the President, Chief Executive Officer, and a director of High Tide, took the initiative of founding and organizing High Tide and its business and operations, including the business and operations of certain of its subsidiaries, such as RGR Canada Inc., Smoker’s Corner Ltd., Canna Cabana Inc., and KushBar. Accordingly, Mr. Grover may be considered a promoter of the Corporation within the meaning of applicable Canadian securities Laws. For a description of the voting and equity securities of the Corporation held by Mr. Grover, all compensation received by Mr. Grover during the two most recently completed financial years of the Corporation ended October 31, 2019 and 2018, and certain disclosure required under applicable Canadian securities laws in respect of bankruptcies, cease trade orders, and other penalties or sanctions, please see Appendix “D” of the 2020 Meta Circular, which is specifically incorporated by reference in this Prospectus, and accessible on the Corporation’s issuer profile on SEDAR at www.sedar.com.

 

INTEREST OF EXPERTS

 

The following are the names of each person or company who has prepared or certified a report, valuation, statement or opinion in this Prospectus, either directly or in a document incorporated by reference, and whose profession or business gives authority to the report, valuation, statement or opinion made by the person or company:

 

Garfinkle Biderman LLP, counsel to the Corporation, has passed upon, or provided its opinion on, certain legal matters contained in this Prospectus.

 

  Stikeman Elliott LLP, counsel to the Underwriters, has passed upon, or provided its opinion on, certain legal matters contained in this Prospectus.

 

Based on information provided by the relevant persons or companies, and except as otherwise disclosed in this Prospectus, none of the persons or companies referred to above has received or will receive any direct or indirect interests in the Corporation’s property or the property of an associated party or an affiliate of the Corporation or have any beneficial ownership, direct or indirect, of the Corporation’s securities or of an associated party or an affiliate of the Corporation.

 

Except as described under “Legal Matters”, the Corporation understands that, after reasonable inquiry and as at the date hereof, the experts listed above as a group, beneficially own, directly or indirectly, less than 1% of the outstanding Common Shares.

 

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MNP LLP, the auditors of Meta Growth prepared the audited consolidated annual financial statements of Old Meta Growth and related notes thereto, as of and for the years ended August 31, 2020 and 2019, attached as Schedule “A” to the Meta Growth BAR, which has been incorporated by reference in this Prospectus. MNP LLP have advised that they are independent with respect to the Corporation within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta.

 

MNP LLP, the former auditors of the Corporation, prepared the Audited Financial Statements, and were, at the relevant time, independent with respect to the Corporation within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta.

 

The current auditors of the Corporation are Ernst & Young LLP, who have advised that they are independent with respect to the Corporation within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta.

 

See also “Legal Matters”.

 

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

 

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies of rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. Purchasers should refer to any applicable provisions of the securities legislation of their province for the particulars of these rights or consult with a legal advisor.

 

In an offering of warrants (including the Warrants comprising part of the Units), investors are cautioned that the statutory right of action for damages for a misrepresentation contained in a prospectus is limited, in certain provincial securities legislation, to the price at which the warrants are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces and territories, if the purchaser pays additional amounts upon the exercise of the warrants, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal adviser.

 

[Remainder of page intentionally left blank.]

 

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CERTIFICATE OF THE CORPORATION

 

Dated: February 5, 2021

 

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the Provinces and Territories of Canada, other Québec.

 

         
  Harkirat (Raj) Grover   Rahim Kanji  
  Chief Executive Officer   Chief Financial Officer  

 

On behalf of the Board of Directors

 

         
  Arthur Kwan   Nitin Kaushal  
  Director   Director  

 

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CERTIFICATE OF THE UNDERWRITERS

 

Dated: February 5, 2021

 

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered in this short form prospectus as required by the securities legislation of each of the Provinces and Territories of Canada, other than Québec.

 

  ATB CAPITAL MARKETS INC.   ECHELON WEALTH PARTNERS INC.  
         
                 
    Adam Carlson       Peter Graham    
    Managing Director       Managing Director    

 

  BEACON SECURITIES LIMITED   DESJARDINS SECURITIES INC.  
         
                 
    Mario Maruzzo       William Tebbutt    
    Managing Director       Managing Director    

 

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CERTIFICATE OF THE PROMOTER

 

Dated: February 5, 2021

 

To the best of my knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered in this short form prospectus as required by the securities legislation of each of the Provinces and Territories of Canada, other than Québec.

 

     
  Harkirat (Raj) Grover  

 

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EXHIBIT 99.120

 

 

 

RECEIPT

 

HIGH TIDE INC.

 

This is the receipt of the Alberta Securities Commission for the Preliminary Short Form Prospectus of the above Issuer dated February 5, 2021 (the preliminary prospectus).

 

This receipt also evidences that the Ontario Securities Commission has issued a receipt for the preliminary prospectus.

 

The preliminary prospectus has been filed under Multilateral Instrument 11-102 Passport System in British Columbia, Saskatchewan, Manitoba, New Brunswick, Prince Edward Island, Nova Scotia, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut.A receipt for the preliminary prospectus is deemed to be issued by the regulator in each of those jurisdictions, if the conditions of the Instrument have been satisfied.

 

February 5, 2021

 

  “Anthony Potter”
  Anthony Potter
  Manager, Corporate Disclosure & Financial Analysis

 

SEDAR Project #03168350

 

 

 

 

SUITE 600, 250 - 5TH STREET S.W., CALGARY, ALBERTA, CANADA T2P 0R4 TEL: 403.297.6454 FAX: 403.297.6156 www.albertasecurities.com

EXHIBIT 99.121

 

This amended and restated term sheet dated February 2, 2021 has been amended on February 9, 2021, to correct the heading which incorrectly stated “$15,000,000 Bought Deal Offering of Units” instead of “Approximately $20,000,000 Bought Deal Offering of Units”. This amended and restated term sheet replaces and supersedes the amended and restated term sheet filed on February 5, 2021.

 

 

 

 

AMENDED AND RESTATED TERM SHEET

 

 

  

APPROXIMATELY $20,000,000 BOUGHT DEAL OFFERING OF UNITS

February 2, 2021

 

 

 

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces and territories of Canada, except Quebec. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities.

 

Copies of the preliminary prospectus may be obtained from ATB Capital Markets Inc. or Echelon Wealth Partners Inc. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

 

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

 

Issuer:   High Tide Inc. (the “Company”)
     
Size of Issue:   Approximately $20,000,000 (the “Offering”) with an additional 15% over-allotment option.
     
Issued Securities:   Treasury offering of 41,666,666 units of the Company (each a “Unit”).
     
    Each Unit consisting of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”).
     
Issue Price:   $0.48 per Unit (the “Issue Price”).
     
Warrants:   Each Warrant shall entitle the holder to purchase one Common Share at $0.58 per Common Share at any time on or before the date which is 36 months after the Closing Date.
     
Over-Allotment Option:   The Underwriters will have an option, exercisable in whole or in part at any time up to 30 days following the Closing Date (as defined below), to purchase up to an additional 15% of the Units at the Issue Price (which may be comprised of the acquisition of additional Units, Common Shares and/or Warrants), to cover over-allotments (if any) and for market stabilization purposes.
     
Form of Underwriting:   “Bought Deal” offering by way of a short form prospectus, subject to a mutually acceptable underwriting agreement containing the industry standard “Disaster Out”, “Regulatory Out”, “Material Adverse Change Out” and “Breach of Agreement Out” clauses running until the Closing Date.
     
Jurisdictions:   All provinces and territories of Canada, except Quebec, and in the United States by way of private placement to select accredited investors and/or to qualified institutional investors and outside of Canada and the United States on a private placement or equivalent basis.
     
Use of Proceeds:   The net proceeds of the Offering will be used for opening new retail cannabis store locations, completing strategic acquisitions, general corporate and working capital purposes, and for such other purposes as to be described in the preliminary short form prospectus.

 

2

 

 

Listing:   Prior to the Closing Date, the Company will obtain all necessary regulatory and exchange approvals to list the Common Shares on the TSX Venture Exchange (“TSXV”) and make an application to list the Warrants, on a best efforts basis, on the TSXV. Listing will be subject to fulfilling all the listing requirements of the TSXV, including distribution of the Warrants to a minimum number of public security holders.
     
Eligibility:   Eligible for RRSPs, RESPs, RRIFs, RDSPs, TFSAs and DPSPs.
     
Bookrunners:   ATB Capital Markets Inc. (“ATB”) and Echelon Wealth Partners Inc. (“EWP”, and together with ATB, the “Bookrunners”).
     
Underwriters’ Fees:   Cash commission equal to 6.0% of the gross proceeds of the Offering (including the Over-Allotment Option) plus non-transferable broker warrants (the “Broker Warrants”) to purchase up to 6.0% of the number of Units sold in the Offering (including the Over-Allotment Option). Each Broker Warrant shall entitle the holder to purchase one Unit at the Issue Price at any time on or before the date on which is 36 months after the Closing Date. Notwithstanding the foregoing, any proceeds raised and received in the Offering from purchasers set out in a president’s list (the “President’s List”) representing up to $3.0 million of the Offering, shall be subject to a reduced cash commission equal to 3.0% and a number of Broker Warrants equal to 3.0% of the aggregate number of Units sold to such purchasers.
     
Closing Date:   On or about February 23, 2021 or such other date as the Company and the Bookrunners mutually agree in writing (the “Closing Date”).

 

3

 

Exhibit 99.122

 

The amended and restated term sheet dated February 2, 2021, which is included as a schedule in this amended and restated bought deal engagement agreement, has been amended on February 9, 2021, to correct the heading which incorrectly stated “$15,000,000 Bought Deal Offering of Units” instead of “Approximately $20,000,000 Bought Deal Offering of Units”. This amended and restated bought deal engagement agreement replaces and supersedes the amended and restated bought deal engagement agreement filed on February 5, 2021.

 

 

 

 

 

Private & Confidential

 

February 2, 2021

 

High Tide Inc.

Unit #112, 11127 15th Street NE

Calgary, Alberta

K7R 3L2

 

Attention: Raj Grover, Chief Executive Officer

 

Re: Amended and Restated Bought Deal Offering of Units

 

ATB Capital Markets Inc. (“ATB”) and Echelon Wealth Partners Inc. (“Echelon” and together with ATB, the “Lead Underwriters” “we” or “us”) hereby offers to purchase from treasury on a bought deal basis, 41,666,666 units (the “Offered Securities”) in the capital of High Tide Inc. (the “Company” or “you”) at a price of $0.48 per Offered Security (the “Offering Price”) for aggregate gross proceeds of approximately $20,000,000 (the “Offering”). Each Offered Security is comprised of one common share (a “Common Share”) and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a “Warrant”). Each Warrant will be exercisable to acquire one common share of the Company (a “Warrant Share”) for a period of three years following the Closing Date (as hereinafter defined) at an exercise price of $0.58 per Warrant Share, subject to adjustment in certain events

 

This amended and restated offer (the “Offer” or this “Agreement”), which shall supersede the executed agreement between the Company and the Lead Underwriters dated February 1, 2021, and the Offering are subject to the following terms and conditions, together with those set out in the Term Sheet (the “Term Sheet”) attached hereto as Schedule “A” which are incorporated by reference herein:

 

1. Offer. This Offer is open for acceptance until 8:45 a.m. (Toronto time) on February 2, 2021 unless otherwise extended or withdrawn by the Lead Underwriters.

 

2. Press Release. Upon acceptance of this Offer, you authorize the Lead Underwriters to issue a press release as set forth in Schedule “B” announcing the terms of this Offer and the Offering. If requested by us, the Company agrees to request to have the trading of its common shares on the TSX Venture Exchange (the “Exchange) halted upon reconfirmation of this Offer.

 

3. Underwriting Syndicate. This Offer is made on our behalf and on behalf of the following syndicate of underwriters (together with us, the “Underwriters”):

 

ATB (1)     42.5 %
Echelon (1)     42.5 %
Beacon Securities Limited     7.5 %
Desjardins Capital Markets     7.5 %

 

(1) 5% work fee payable to be allocated evenly among the Lead Underwriters.

 

Further, if any member of the syndicate declines its position in the Offer, the Lead Underwriters will have the right to purchase such declined allocation.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1

MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

 

 

 

4. Over-Allotment Option. You grant the Underwriters an option to cover any over-allotments and for market stabilization purposes (the “Over-Allotment Option”). The Over-Allotment Option will allow the Underwriters to purchase additional Offered Securities from the Company (the “Additional Securities”) equal to a further 15% of the number of Offered Securities sold pursuant to the Offering at the Offering Price, exercisable at any time up to 30 days after the Closing Date. The Over-Allotment Option may be exercisable by the Underwriters in respect of:
     

(i) Offered Securities at the Offering price; or (ii) Common Shares (“Additional Shares”) at a price to be agreed to by the Company and the Lead Underwriters; or (iii) Warrants (“Additional Warrants”) at a price to be agreed to by the Company and the Lead Underwriters; or (iv) any combination of Additional Shares and/or Additional Warrants, so long as the aggregate number of Additional Shares and Additional Warrants which may be issued under the Over-Allotment Option does not exceed 6,249,999 Additional Shares and 3,124,999 Additional Warrants. In this Agreement, all references to the “Offered Securities” include any Additional Securities, Additional Shares and Additional Warrants, all references to the “Offering” include the Over-Allotment Option, and all references to the “Closing Date” include the closing date of the Over-Allotment Option, in each case, as the context may permit or require.

 

5. Fees. As compensation, you shall pay to us, a cash commission equal to 6.0% of the gross proceeds of the Offering, inclusive of the Over-Allotment Option (the “Underwriters’ Fee”) and shall issue warrants to us (the “Broker Warrants”), exercisable to acquire, within 36 months of the Closing Date, in the aggregate, Offered Securities equal to 6.0% of the number of Offered Securities sold under the Offering, inclusive of the Over-Allotment Option, at an exercise price equal to Offering Price. Notwithstanding the foregoing, any proceeds raised and received in the Offering from purchasers identified, sourced and secured by the Company and as set out in a president’s list (the “President’s List”), such list of purchasers to be mutually agreed upon by the Company and the Lead Underwriters in writing in advance of the Closing Date and representing up to $3.0 million of the Offering, shall be subject to a reduced Underwriters’ Fee equal to 3.0% of the gross proceeds raised and received from such purchasers on the President’s List and the Underwriters shall receive on the Closing Date a number of Broker Warrants equal to 3.0% of the aggregate number of Offered Securities sold to such purchasers.

 

6. Closing. The closing of the Offering will take place electronically at 8:00 a.m. (Toronto time) (the “Closing Time”) at the offices of counsel to the Company in Toronto, Ontario on February 23, 2021 (the “Closing Date”), or such other date as you and the Lead Underwriters agree to in writing, at which time delivery of the Offered Securities will be made, and the commissions and costs and expenses of the Underwriters (including the expenses of counsel to the Underwriters) will be paid, to the Lead Underwriters against delivery to you of the gross proceeds of the Offering. If the Over-Allotment Option is exercised, delivery of the Additional Securities will be made, and additional commissions and costs and expenses of the Underwriters (including the expenses of counsel to the Underwriters) will be paid, to the Lead Underwriters against payment of the gross proceeds from the sale of such Additional Securities.

 

7. Marketing Materials. You agree to approve, file and deliver, as applicable, in a timely manner, any “marketing materials” we may propose to use in connection with the Offering, and incorporate by reference such materials into the Final Prospectus (as defined below), all in accordance with National Instrument 41-101 General Prospectus Requirements with all “comparables” and all disclosure relating to such “comparables removed to the fullest extent permitted). For the purpose of this paragraph, “comparables” and “marketing materials” have the meaning ascribed to such terms in National Instrument 44-101 Short Form Prospectus Distributions.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1

MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

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8. Prospectus. The Company will prepare and file a preliminary short form prospectus (the “Preliminary Prospectus”) to qualify the distribution of the Offered Securities in each of the provinces and territories of Canada, other than Quebec (the “Qualifying Jurisdictions”) pursuant to National Instrument 44-101 Short Form Prospectus Distributions as soon as is possible and, in any event, not later than 5:00 p.m. (Toronto time) on February 5, 2021 and obtain a receipt in respect of the Preliminary Prospectus from the Alberta Securities Commission as the principal regulator (the “Principal Regulator”) as soon as is possible and, in any event, not later than 5:00 p.m. (Toronto time) on February 5, 2021.

 

9. Final Prospectus. As soon as possible after all comments have been resolved with respect to the Preliminary Prospectus, the Company will prepare and file a final short form prospectus (the “Final Prospectus”) and obtain a receipt in respect of the Final Prospectus from the Principal Regulator for all Qualifying Jurisdictions following clearance by the Principal Regulator of the Final Prospectus, and in any event by no later than 5:00 p.m. (Toronto time) on February 12, 2021, or such later date as may be agreed to in writing by the Lead Underwriters. The Company shall also prepare, file and obtain a receipt for any amendment or supplement to the Preliminary Prospectus or Final Prospectus as required by applicable law.

 

10. Preparation of Prospectuses. Prior to the filing of the Preliminary Prospectus or the Final Prospectus or any amendment or supplement to the Preliminary or Final Prospectus (each a “Prospectus”), you will allow the Underwriters and their counsel to participate fully in the preparation of, approve the form of, and review all documents incorporated by reference in, any such Prospectus, and any other offering document used in connection with the Offering, and to conduct all due diligence investigations which may be considered advisable or necessary to fulfill our obligations as underwriters under applicable law. You will also participate in one or more oral due diligence sessions. Each Prospectus shall be in form and substance satisfactory to the Underwriters, acting reasonably, and in compliance with applicable law.

 

11. Due Diligence. You will make available to the Underwriters, on a timely basis, all books and records including all corporate, financial, property, intellectual property, legal and operational information and documentation of the Company, and will provide access to all facilities, properties, employees, auditors, legal counsel, consultants or other experts, to permit the Underwriters and their legal counsel and other advisers to conduct their due diligence investigations of the business and affairs of the Company and its subsidiaries (or proposed subsidiaries), and will assist the Underwriters in sourcing any other information useful and necessary to conducting such due diligence.

 

12. U.S. Sales. The Offered Securities will not be offered or sold in the United States or to, or for the account of, United States persons except to selected accredited investors (as defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933 and/or to qualified institutional investors (as defined in Rule 144A of the United States Securities Act of 1933). The Offered Securities may also be sold to investors resident in jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1

MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

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13. Conditions of Offer. This Offer and completion of the Offering is conditional upon, among other things, (i) you and the Underwriters entering into an underwriting agreement (the “Underwriting Agreement”) in a form satisfactory to each party to this Offer, which will incorporate the terms of this Agreement and supersede this Offer in its entirety and shall contain representations, warranties and covenants, conditions (including, without limitation, the delivery of customary legal opinions of Canadian counsel and U.S. counsel and delivery by the auditors of the Company to the Underwriters of customary “comfort letters” prior to the execution of the Underwriting Agreement and on the Closing Date), provisions for payment or reimbursement of expenses, indemnities (substantially on the terms of the indemnity set out in Schedule “D” to this Agreement) and customary termination provisions (including “material change out”, “disaster out”, “regulatory proceeding out” and other termination provisions that, in each case, are standard for an agreement of this type, substantially on the terms set out in Schedule “C” to this Offer, which are also conditions to this Offer and which schedule is incorporated by reference in, and forms part of, this Offer), (ii) satisfactory completion of our due diligence investigations, (iii) Exchange approval of the listing of the Common Shares comprising the Offered Securities, the Common Shares issuable upon the exercise of the Warrants, and the Common Shares issuable pursuant to exercise of the Broker Warrants (the Company will use commercially reasonable efforts to obtain a listing of the Warrants on the Exchange prior to the Closing Date), (iv) the execution and delivery by the Company of such other documents and opinions as we and our counsel may reasonably require, and (v) receipt of all required regulatory approvals.

 

14. Accuracy of Information. In carrying out our responsibilities under this Agreement, we will necessarily rely on information prepared or supplied by you and other sources believed by us to be reliable and will apply reasonable standards of diligence to any work which we perform under this Agreement in the nature of an assessment or review of data or other information. However, we will be entitled to rely on, and are under no obligation to verify, the accuracy or completeness of such information and under no circumstances will we be liable to you for any damages arising out of the inaccuracy or incompleteness of any such information, except as required by law. You hereby represent and warrant to us that all information and documentation concerning the Company, the Offering, and the Offered Securities that is provided by you in connection with this Agreement will be accurate, complete and not misleading and will not omit to state any fact or information which would be material to an underwriter performing the services contemplated in this Agreement or to a prospective purchaser of the Offered Securities. You will bear sole responsibility for the accuracy and completeness of all information and documentation used in connection with the Offering, except any portions thereof that are provided by us and publicly disclosed by us or with our prior written consent.

 

15. Lock-Up. You agree not to directly or indirectly issue any Common Shares or equity securities or other financial instruments convertible into or having the right to acquire Common Shares (other than pursuant to (a) the Over-Allotment Option or (b) rights or obligations under securities or instruments outstanding) or enter into any agreement or arrangement under which you acquire or transfer to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether that agreement or arrangement may be settled by the delivery of Common Shares or other securities or cash, or agree to become bound to do so, or disclose to the public any intention to do so, for a period from today until 90 days following the Closing Date without our prior written consent, which consent will not be unreasonably withheld; provided that nothing herein shall prevent or restrict the Company from issuing, or agreeing to issue any of its Common Shares or securities or other financial instruments convertible into or having the right to acquire its Common Shares (i) as consideration in connection with an acquisition of assets or of a business or entity, a consolidation, merger, combination or plan of arrangement, or a transaction or series of transactions entered into in response to an unsolicited bid by a third party to engage in any of the foregoing transactions (it being understood that, for the avoidance of doubt, the Company shall be entitled to rely on this subparagraph (i) in order to issue Common Shares in connection with the Company’s proposed acquisition of Smoke Cartel, Inc.), (ii) under any of the Company’s equity-based compensation plans outstanding on, or as proposed to be adopted as of, the date hereof (which shall include, for the avoidance of doubt, an aggregate of up to 5,000,000 incentive stock options (“Options”), or restricted share units (“RSUs”), or a combination of Options and RSUs, proposed to be issued by the Company following the date hereof and on or before the Closing Date), (iii) pursuant to rights or obligations under securities or instruments outstanding on the date hereof or issued as permitted by (i) or (ii) above, (iv) in settlement of outstanding indebtedness of the Company to arm’s length third parties (which shall include, the issuance of Common Shares in settlement of principal and interest payable on the outstanding debt instruments of the Company), subject to a maximum of $2.0 million for the settlement of principal and interest payable of such outstanding indebtedness at currently prevailing conversion prices, or (v) on exercise of outstanding Warrants. In addition, all “reporting insiders” (as defined in National Instrument 55-104 – Insider Reporting Requirements and Exemptions) of the Company will also agree, prior to closing, not to sell, or agree to sell (or announce any intention to do so), any Common Shares or equity securities of the Company or securities exchangeable or convertible into Common Shares of the Company for a period of 90 days from the Closing Date without our prior written consent, which consent will not be unreasonably withheld.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1

MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

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16. Expenses. Whether or not the Offering is completed, you shall be responsible for all reasonable expenses of the Offering, including but not limited to: fees and disbursements of accountants and auditors, technical consultants, translators and other applicable experts; all costs and expenses related to roadshows and marketing activities, printing, filing, distribution, stock exchange approval and other regulatory compliance; other reasonable out-of-pocket expenses of the Underwriters (including but not limited to travel expenses in connection with due diligence and marketing activities, and fees and disbursements of the Underwriters’ legal counsel, up to a maximum of $125,000, in respect of fees of the Underwriters’ legal counsel, excluding fees of any U.S. counsel to the Underwriters and all taxes and disbursements on such fees); and including any such expenses incurred prior to the date first written above and all taxes payable in respect of any of the foregoing. All such fees, disbursements and expenses shall be payable by you immediately upon receiving an invoice therefore from the Underwriters.

 

17. Affiliates and Other Services. In performing its responsibilities under this Agreement, we may use the services of our affiliates, provided that (i) we provide the Company of reasonable advanced notice as to the identity of such affiliate(s), and (ii) we will be responsible for ensuring that such affiliates comply with the terms of this Agreement. For the purposes of this Agreement and the Indemnity (as defined below), the terms “ATB”, “Lead Underwriters”, “Underwriters”, “us”, “we”, “our” and like expressions will include such affiliates. ATB is a subsidiary of ATB Financial, a full-service deposit taking institution who may, now or in the future, be a provider of credit facilities or other financial services to the Company or others. You acknowledge that: (i) we act as a trader of, and dealer in, securities both as principal and on behalf of our clients and, as such, we may have had, and may in the future have, long or short positions in the securities of one or more of the parties to the Offering or any of their respective related entities and, from time to time, may have executed or may execute transactions on behalf of such persons, (ii) we conduct research on securities and may, in the ordinary course of business, provide research reports and investment advice to our clients on investment matters, including with respect to any such person and/or Offering, and (iii) we may, in the ordinary course of business, extend loans or provide other financial services to any such person (collectively, the “Services”). You agree not to seek to restrict or challenge our ability to conduct any Service that is not directly related to the Offering or ATB Financial’s ability to act as a lender or financial services provider in the ordinary course of its operations. Although information may be acquired by us in the course of (i) providing the Services to parties other than you, (ii) engaging in any transaction (on our own account or otherwise), or (iii) otherwise carrying out our business, we do not have any obligation to disclose such information, or the fact that we are in possession of such information, to you or to use such information for your benefit. In addition, we may have (x) fiduciary or other relationships whereby such party may exercise voting power over securities of various persons, which securities may from time to time include securities of the Company and (y) commercial relationships (including acting as a vendor or customer) with you. You acknowledge that we may exercise such powers and otherwise perform such functions in connection with such fiduciary, commercial or other relationships without regard to our relationship to you under this Agreement. In addition, subject to the confidentiality agreements entered into between you and us, you acknowledge that neither this engagement nor the receipt by us of confidential information nor any other matter shall restrict or prevent us from undertaking any business activity, acting on our own account, or acting on behalf of, or providing any Services to, other customers and we may undertake any business activity or provide any Services without further notification to you.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1

MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

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18. Use of Advice. You acknowledge and agree that all written and oral opinions, advice, analysis and materials provided by us in connection with our engagement under this Offer are intended solely for your benefit (including the benefit of your board of directors and officers) and for your internal use only and for your directors’ and officers’ use only when acting on behalf of the Company in considering the Offering (and not in any other capacity). No such opinion, advice or material will be used for any other purpose whatsoever or reproduced, disseminated, quoted from or referred to in whole or in part at any time, in any manner or for any purpose, without our prior written consent in each specific circumstance. Any advice or opinions given by us under this Offer will be made subject to, and will be based upon, such assumptions, limitations, qualifications and reservations as we deem in the exercise of our professional judgement to be necessary or prudent in the circumstances. We expressly disclaim any liability or responsibility by reason of any unauthorized use, publication, distribution of or reference to any oral or written opinions or advice or materials provided by us or any unauthorized reference to us or this engagement. This Offer and its terms are confidential and may not be publicly disclosed, referred to or provided to any third party by you or any of your officers, directors, employees, consultants or affiliates, without our prior written consent in each specific instance.

 

19. Indemnity. You agree to indemnify the Lead Underwriters and every other “Indemnified Person” as provided for in Schedule “D” to this Agreement (the “Indemnity”), which forms part of this Offer and the consideration for which is the entering into of this Offer.

 

20. Term and Termination. All terms and condition of the agreement resulting from your acceptance of this Offer should be construed as conditions, and any breach or failure to comply in all material respects with any such terms and conditions shall entitle us to terminate this Offer and our obligation to purchase the Offered Securities by notice in writing to that effect given to you at or prior to the Closing Time. We shall also be entitled to terminate this Offer pursuant to any of the termination provisions set forth in Schedule “C”. In the event of the termination of this Offer or any non-completion or withdrawal of this engagement prior to the execution and delivery of the Underwriting Agreement, the obligations set out in paragraphs 14, 16 through 26 and in Schedule “D” to this Offer shall survive for a period of two (2) years.

 

21. Confidentiality. We will keep strictly confidential and will use only for the purpose of performing our obligations hereunder all confidential information, whether written or oral, provided by the Company, its agents and advisors in connection with our work hereunder, except information that: (a) is or becomes generally available to the public (other than as a result of disclosure by us), (b) was in our possession on a non-confidential basis prior to its disclosure by the Company, (c) becomes available to us on a non-confidential basis from a person other than the Company who, to our knowledge, is not prohibited from transferring such information to us,

 

(d) the Company agrees may be disclosed or (e) we are requested pursuant to, or required by, law, regulation, legal process or regulatory or self-regulatory authority to disclose (in which case they will provide the Company with prompt notice of such request or requirement where legally permissible so that the Company may seek an appropriate protective order or waive compliance with this requirement). Nothing in this Agreement precludes us or our affiliates from using or disclosing any confidential information in connection with any suit, action or proceeding for the purpose of defending itself, reducing its liability or protecting or exercising any of its rights, remedies or interests. The obligations imposed on us by this section will expire two years from the date hereof.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1
MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

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22. Representations and Warranties. You represent and warrant to us, acknowledging that we are relying upon such representation and warranty, that:

 

(a) the Company is an eligible short-form issuer in each of the Qualifying Jurisdictions; (ii) it is a reporting issuer not in default of securities laws in each of those jurisdictions; (iii) there are no material facts required to be disclosed by the Company pursuant to securities laws which are not in the public record except for the Offering; and (iv) the information available on the Company’s profile at www.sedar.com was accurate and complete on the date of filing such information and such information does not contain a misrepresentation;

 

(b) you will comply with all applicable laws, regulations and policies, whether domestic, foreign, national, federal, provincial, state or otherwise, including the rules of the Exchange, applicable to the Offering and the offer and sale of the Offered Securities and will retain, if required by us and subject to our reasonable approval, legal, accounting, tax and other applicable advisors or experts to work with us in effecting the Offering;

 

(c) you have the requisite corporate power, authority and capacity to enter into and perform your obligations under this Offer, and that you are party to or otherwise bound by any instrument or agreement which restricts or otherwise conflicts with the performance by you of your obligations under this Offer; and

 

(d) as soon as practicable following the acceptance of this Offer by the Company, the Company will apply to the Exchange for the listing of the Common Shares comprising the Offered Securities, the Common Shares issuable upon the exercise of the Warrants, the Common Shares issuable pursuant to exercise of the Broker Warrants, and the Warrants and obtain or use best efforts to obtain all other necessary regulatory and other consents and approvals required in connection with the Offering. Listing will be subject to fullfilling all the listing requirement of the Exchange, including distribution of the Warrants to a minimum number of public security holders.

 

23. Notices. Any notice or other communication required or permitted to be given under this Agreement will be in writing and will be delivered to the address of the party on the first page of this Agreement: (i) in the case of the Company, to the attention of Raj Grover, Chief Executive Officer, Email: raj@hightideinc.com; (ii) in the case of ATB, to the attention of Adam Carlson, Managing Director, Email: acarlson@atb.com and (iii) in the case of Echelon, to the attention of Peter Graham, Managing Director, Email: pgraham@echelonpartners.com. The parties may change their respective addresses for notices by notice given in the manner set out above. Any notice or other communication will be in writing, and unless delivered personally to the addressee or to a responsible officer of the addressee, as applicable, will be given by telecopy or email and will be deemed to have been given when (i) in the case of a notice delivered personally to a responsible officer of the addressee, when so delivered; (ii) in the case of a notice delivered or given by telecopy, on the first business day following the day on which it is sent; and (iii) in the case of a notice delivered or given by email, on the first business day following the day on which it is acknowledged as having been received by the intended recipient.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1
MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

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24. Several and Not Joint. The covenants, liabilities and obligations on the part of ATB and Echelon shall be deemed to be several and not joint, of such entities, and neither ATB nor Echelon will be liable in any manner whatsoever for any act or ommission of the other.

 

25. Miscellaneous Terms

 

(a) Each party to this Offer is entering into this Offer as an independent contractor. Nothing in this Offer is intended to: (a) create any partnership, joint venture or fiduciary relationship of any kind whatsoever; or (b) benefit any third parties or create any obligations to any third parties, except for the Indemnity, which is intended to benefit all Indemnified Parties. This Offer, including all schedules to this Offer, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties with respect to such subject matter. This Offer may only be amended, supplemented, or otherwise modified by written agreement signed by all of the parties.

 

(b) This Offer, including the Indemnity, will enure to the benefit of and be binding upon the respective successors and assigns of the parties to this Offer and of the Indemnified Parties, provided that no party may assign this Offer or any rights or obligations under this Offer, in whole or in part, without the prior written consent of every other party.

 

(c) No waiver of any provision of this Offer will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the party to be bound by the waiver. A party’s failure or delay in exercising any right under this Offer will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a party from any other or further exercise of that right or the exercise of any other right it may have.

 

(d) If any provision of this Offer is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Offer and the remaining provisions will remain in full force and effect.

 

(e) To the extent any fees, expenses or other amounts payable under this Agreement are subject to harmonized sales tax, goods and services tax and/or provincial sales tax, you will pay an additional amount equal to the amount of any applicable tax, which will be payable to us at the same times as such fees, expenses or other amounts are payable.

 

(f) Unless indicated otherwise, all references to currency are in Canadian dollars.

 

(g) Time shall be of the essence with respect to this Offer.

 

26. Governing law. This Agreement is made pursuant to and will be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and the parties submit to the non-exclusive jurisdiction of the courts of the Province of Ontario.

 

27. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of this Agreement.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1
MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM 

 

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Should you wish to accept this Offer, please sign and return one copy of this letter to our attention by no later than 8:45 p.m. (Toronto time) on February 2, 2021.

 

Yours truly,

 

ATB CAPITAL MARKETS INC.   ECHELON WEALTH PARTNERS INC.
     
Per: (signed) “Adam Carlson”   Per: (signed) “Peter Graham”
  Adam Carlson     Peter Graham
  Managing Director     Managing Director

 

Accepted this 2nd day of February, 2021.

  

HIGH TIDE INC.  
     
Per: (signed) “Raj Grover”  
  Raj Grover  
  Chief Executive Officer  

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1
MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM 

 

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SCHEDULE “A”

 

Amended And Restated Term Sheet

 

 

 

 

 

APPROXIMATELY $20,000,000 BOUGHT DEAL OFFERING OF UNITS
February 2, 2021

 

 

 

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces and territories of Canada, except Quebec. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities.

 

Copies of the preliminary prospectus may be obtained from ATB Capital Markets Inc. or Echelon Wealth Partners Inc. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

 

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

  

Issuer: High Tide Inc. (the “Company”)
   
Size of Issue: Approximately $20,000,000 (the “Offering”) with an additional 15% over-allotment option.
   
Issued Securities: Treasury offering of 41,666,666 units of the Company (each a “Unit”).
   
  Each Unit consisting of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”).
   
Issue Price: $0.48 per Unit (the “Issue Price”).
   
Warrants: Each Warrant shall entitle the holder to purchase one Common Share at $0.58 per Common Share at any time on or before the date which is 36 months after the Closing Date.
   
Over-Allotment Option: The Underwriters will have an option, exercisable in whole or in part at any time up to 30 days following the Closing Date (as defined below), to purchase up to an additional 15% of the Units at the Issue Price (which may be comprised of the acquisition of additional Units, Common Shares and/or Warrants), to cover over-allotments (if any) and for market stabilization purposes.
   
Form of Underwriting: “Bought Deal” offering by way of a short form prospectus, subject to a mutually acceptable underwriting agreement containing the industry standard “Disaster Out”, “Regulatory Out”, “Material Adverse Change Out” and “Breach of Agreement Out” clauses running until the Closing Date.
   
Jurisdictions: All provinces and territories of Canada, except Quebec, and in the United States by way of private placement to select accredited investors and/or to qualified institutional investors and outside of Canada and the United States on a private placement or equivalent basis.
   
Use of Proceeds: The net proceeds of the Offering will be used for opening new retail cannabis store locations, completing strategic acquisitions, general corporate and working capital purposes, and for such other purposes as to be described in the preliminary short form prospectus.

 

 

 

 

Listing: Prior to the Closing Date, the Company will obtain all necessary regulatory and exchange approvals to list the Common Shares on the TSX Venture Exchange (“TSXV”) and make an application to list the Warrants, on a best efforts basis, on the TSXV. Listing will be subject to fulfilling all the listing requirements of the TSXV, including distribution of the Warrants to a minimum number of public security holders.
   
Eligibility: Eligible for RRSPs, RESPs, RRIFs, RDSPs, TFSAs and DPSPs.
   
Bookrunners: ATB Capital Markets Inc. (“ATB”) and Echelon Wealth Partners Inc. (“EWP”, and together with ATB, the “Bookrunners”).
 
Underwriters’ Fees: Cash commission equal to 6.0% of the gross proceeds of the Offering (including the Over- Allotment Option) plus non-transferable broker warrants (the “Broker Warrants”) to purchase up to 6.0% of the number of Units sold in the Offering (including the Over-Allotment Option). Each Broker Warrant shall entitle the holder to purchase one Unit at the Issue Price at any time on or before the date on which is 36 months after the Closing Date. Notwithstanding the foregoing, any proceeds raised and received in the Offering from purchasers set out in a president’s list (the “President’s List”) representing up to $3.0 million of the Offering, shall be subject to a reduced cash commission equal to 3.0% and a number of Broker Warrants equal to 3.0% of the aggregate number of Units sold to such purchasers.
   
Closing Date:   On or about February 23, 2021 or such other date as the Company and the Bookrunners mutually agree in writing (the “Closing Date”).

 

 

 

 

 

SCHEDULE “B”

FORM OF PRESS RELEASE

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

 

HIGH TIDE ANNOUNCES UPSIZED BOUGHT DEAL EQUITY FINANCING TO $20 MILLION

 

Calgary, AB, February 2, 2021 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (TSXV: HITI) (OTCQB: HITIF) (FRA:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, is pleased to announce that it has entered into an amended letter agreement with ATB Capital Markets Inc. (“ATB”) and Echelon Wealth Partners Inc. (“Echelon”), on behalf of a syndicate of underwriters (together, the “Underwriters”), to increase the size of the previously announced “bought deal” short-form prospectus offering of units of the Company (the “Units”), to 41,666,666 Units at a price of $0.48 per Unit (the “Issue Price”) for aggregate gross proceeds of approximately $20,000,000 (the “Offering”).

 

Each Unit will be comprised of one common share of the Company (a “Common Share”) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.58, for a period of 36 months following the closing of the Offering.

 

The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 15% of the Units at the Issue Price, exercisable in whole or in part, at any time on or prior to the date that is 30 days following the closing of the Offering. If this option is exercised in full, approximately $3,000,000 in additional proceeds will be raised pursuant to the Offering and the aggregate proceeds of the Offering will be approximately $23,000,000.

 

The Company intends to use the net proceeds of the Offering for opening new retail cannabis store locations, completing strategic acquisitions, general corporate and working capital purposes, and for such other purposes as to be described in the Prospectus (as defined below).

 

The closing date of the Offering is scheduled to be on or about February 23, 2021, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the applicable securities regulatory authorities and the TSX Venture Exchange (“TSXV”).

 

The Units will be offered by way of a short form prospectus (the “Prospectus”) to be filed in those provinces and territories of Canada as the Underwriters may designate (except Quebec) pursuant to National Instrument 44-101 – Short Form Prospectus Distributions and may be offered in the United States on a private placement basis pursuant to an appropriate exemption from the registration requirements under applicable U.S. law.

  

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1

MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

 

 

  

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

 

ABOUT HIGH TIDE

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 69 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This news release contains “forward-looking statements”, within the meaning of applicable securities laws. Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, certain of which are beyond the control of High Tide. Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. In particular, forward looking statements in this news release include, but are not limited to, statements with respect to (i) the anticipated timing of the closing of the Offering and the pricing thereof, (ii) the anticipated use of proceeds, and (iii) the receipt of regulatory approvals, including the approval of the TSXV. These statements are only predictions, and various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Readers are cautioned that the assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1

MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

- 2 -

 

  

Forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause actual results, forecasts or projections to differ materially from those anticipated in, or implied by, such forward-looking statements, including, but not limited to: (i) High Tide’s inability to complete the Offering on the terms and within the timelines anticipated, (ii) High Tide’s inability to obtain the required regulatory approvals to complete the Offering on the proposed terms and timeline, (iii) unanticipated developments in the general economic, financial market, legislative, regulatory, competitive and political conditions in which High Tide operates, (iv) increased competition and market volatility, (v) the occurrence of natural and unnatural catastrophic events and claims resulting from such events, and (vi) risks related to or arising from the COVID-19 pandemic, including a deterioration of general economic and market conditions. In addition, new factors emerge from time to time, and it is not possible for management of High Tide to predict all of those factors or to assess in advance the impact of each such factor on High Tide’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements in this news release are based on information currently available and what management of High Tide believes are reasonable assumptions. The purpose of such forward-looking statements is solely to provide readers with a description of the expectations of the management of High Tide as of the date hereof, and such forward-looking statements may not be appropriate for any other purpose.

 

Readers are cautioned not to place undue reliance on forward-looking information contained in this news release. Except as may be required by applicable securities laws, High Tide does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

 

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

 

CONTACT INFORMATION

 

High Tide Inc.

Vahan Ajamian

Vice President, Capital Markets

ir@hightideinc.com

Tel. 1 (403) 770-9435; extension 116

  

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1

MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

- 3 -

 

 

SCHEDULE “C”

TERMINATION PROVISIONS

 

The Underwriters may terminate their obligations under the engagement letter to which this Schedule “C” is attached by written notice to the Company on or before the Closing Time in the following circumstances:

 

1. Material Change. There shall occur or come into effect any material change in the business, affairs or financial condition or financial prospects of the Company or its subsidiaries taken as a whole or any change in any material fact, or there should be discovered any previously undisclosed material fact which, in each case, in the reasonable opinion of the Underwriters, has or could reasonably be expected to have a significant effect on the market price or value or marketability of the Offered Securities.

 

2. Disaster Out. There should develop, occur or come into effect or existence any event, action, state, condition or occurrence of any nature (including without limitation, terrorism, accident or major financial, political or economic occurrence of national or international consequence or a new or change in any law or regulation or a material escalation in the severity of the COVID-19 pandemic within Canada or the U.S., as compared to the severity of the COVID-19 pandemic within Canada or the U.S. as at the date hereof) which, in the reasonable opinion of the Underwriters, materially adversely affects or involves, or may materially adversely affect or involve, the financial markets in Canada or the U.S. or the business, operations or affairs of the Company or the marketability of the Offered Securities.

 

3. Regulatory Proceedings. Any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order is made or issued under or pursuant to any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including without limitation the Exchange or any securities regulatory authority) or there is a change in any law, rule or regulation, or the interpretation or administration thereof, which, in the reasonable opinion of the Underwriters, operates to prevent, restrict or otherwise materially adversely effect the distribution or trading of the Offered Securities or any other securities of the Company, to cease or suspend trading in the Offered Securities, or to otherwise prohibit or restrict in any manner the distribution or trading of the Offered Securities.

 

4. Breach. The Company is in breach of any term, condition or covenant of this Offer or any representation or warranty given by the Company becomes or is false.

 

5. Final Receipt. A receipt for the Final Prospectus has not been issued by the Principal Regulator by 5:00 p.m. (Toronto time), on Tuesday, February 16, 2021, unless the Principal Regulator provides assurance that the Offering may proceed even if the receipt is provided at a later date, provided further that, if a receipt for the Final Prospectus has not been issued by the Principal Regulator by 5:00pm (Toronto time), on Thursday, February 18, 2021, then the Underwriters may terminate their obligations.

 

6. Mutual Termination: The Company and each of the Underwriters agree in writing to terminate this Offer.

  

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1  

MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

- 4 -

 

  

 

SCHEDULE “D”

INDEMNITY

 

In consideration for ATB Capital Markets Inc. (“ATB”) and Echelon Wealth Partners Inc. (“Echelon”) accepting the engagement (the “Engagement”) pursuant to the engagement letter dated February 2, 2021 (the “Offer”) to which this Schedule “D” is attached, High Tide Inc., its subsidiaries and affiliates (collectively, the “Indemnitor”) agree to indemnify and hold harmless ATB and Echelon, each of their respective subsidiaries and affiliates (in the case of ATB, including, but not limited to, ATB Financial) and each of their respective directors, officers, employees, partners, agents, shareholders, each other person, if any, controlling ATB or Echelon, or any of their respective subsidiaries and affiliates (collectively, the “Indemnified Parties” and individually, an “Indemnified Party”), from and against any and all losses, expenses, claims (including shareholder actions, derivative or otherwise), actions, damages and liabilities, joint or several, including without limitation the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of their counsel (collectively, the “Losses”) that may be suffered by, imposed upon or asserted against an Indemnified Party as a result of, in respect of, connected with or arising out of any action, suit, proceeding, investigation or claim that may be made or threatened by any person or in enforcing this indemnity (collectively the “Claims”) insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the Engagement, whether performed before or after the Indemnitor execution of the Offer. The Indemnitor agree to waive any right the Indemnitor may have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity. The Indemnitor also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Indemnitor or any person asserting Claims on behalf of or in right of the Indemnitor for or in connection with the Engagement (whether performed before or after the Indemnitor execution of the Offer). The Indemnitor will not, without the prior written consent of ATB and Echelon settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Claim in respect of which indemnification may be sought under this indemnity (whether or not any Indemnified Party is a party to such Claim) unless the Indemnitor has acknowledged in writing that the Indemnified Parties are entitled to be indemnified in respect of such Claim and such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such Claim without any admission of negligence, misconduct, liability or responsibility by or on behalf of any Indemnified Party.

 

Promptly after receiving notice of a Claim against ATB, Echelon or any other Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, ATB, Echelon or any such other Indemnified Party will notify the Indemnitor in writing of the particulars thereof, provided that the omission to so notify the Indemnitor shall not relieve the Indemnitor of any liability which the Indemnitor may have to any Indemnified Party, except and only to the extent that any such delay in or failure to give notice as required prejudices the defense of such Claim or results in any material increase in the liability which the Indemnitor has under this indemnity.

 

The Indemnitor shall have 14 days after receipt of the notice to undertake, conduct and control, through counsel of their own choosing and at their own expense, the settlement or defense of the Claim. If an Indemnitor undertakes, conducts or controls the settlement or defense of the Claim, the relevant Indemnified Parties shall have the right to participate in the settlement or defense of the Claim.

 

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1

MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

 

 

 

The Indemnitor also agrees to reimburse each Indemnified Party and for the time spent them and their personnel in connection with any Claim at their normal per diem rates. An Indemnified Party may retain counsel to separately represent it in the defense of a Claim, which shall be at the Indemnitor expense if (i) the Indemnitor does not promptly assume the defense of the Claim no later than 14 days after receiving actual notice of the Claim (as set forth above), (ii) the Indemnitor agree to separate representation, or (iii) the Indemnified Party is advised by counsel that there is an actual or potential conflict in the Indemnitor and the Indemnified Party’s respective interests or additional defenses are available to the Indemnified Party which makes representation by the same counsel inappropriate.

 

The foregoing indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable has determined that such Losses to which the Indemnified Party may be subject were caused by or resulted solely from the fraud, gross negligence, intentional fault or willful misconduct of the Indemnified Party.

 

If for any reason the foregoing indemnity is unavailable (other than in accordance with the terms hereof) to ATB, Echelon or any other Indemnified Party or insufficient to hold ATB, Echelon or any other Indemnified Party harmless in respect of a Claim, the Indemnitor shall contribute to the amount paid or payable by ATB, Echelon or the other Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and ATB, Echelon or any other Indemnified Party on the other hand but also the relative fault of the Indemnitor, ATB, Echelon or any other Indemnified Party as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by ATB, Echelon or any other Indemnified Party as a result of such Claim any excess of such amount over the amount of the fees received by ATB or Echelon under the Offer.

 

The Indemnitor hereby constitute ATB and Echelon as trustee for each of the other Indemnified Parties of the Indemnitor covenants under this indemnity with respect to those persons and ATB and Echelon agree to accept that trust and to hold and enforce those covenants on behalf of those persons.

 

The obligations of the Indemnitor hereunder are in addition to any liabilities which the Indemnitor may otherwise have to ATB, Echelon or any other Indemnified Party.

  

66 WELLINGTON STREET WEST, SUITE 3530, TORONTO, ON, CANADA M5K 1A1

MAIN: 647 776 8230 FAX: 647 776 8248 WWW.ATBCAPITALMARKETS.COM

 

 

 

- 2 -

 

 

Exhibit 99.123

 

High Tide Opens 70th Nationwide Cannabis Store in Calgary

 

CALGARY, AB, Feb. 10, 2021 /CNW/ - High Tide Inc. (“High Tide” or the “Company”) (CSE: HITI) (OTCQB: HITIF) (Frankfurt: 2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories and cannabis lifestyle products, announced today that the Canna Cabana retail store located at Unit #130 11130 11 St. NE, in Calgary’s Country Hills neighbourhood, has begun selling recreational cannabis products for adult use. This opening represents High Tide’s 70th retail location across Canada selling recreational cannabis products and consumption accessories.

 

 

 

High Tide Opens New Canna Cabana Store in Calgary’s Country Hills Neighbourhood (CNW Group/High Tide Inc.)

 

“The new store is part of our strategic plan to build scale and drive revenue growth by selectively opening new locations in neighbourhoods that aren’t over saturated with existing cannabis retail options,” said Raj Grover, President and Chief Executive Officer of High Tide. “As with all stores operating under the High Tide umbrella, this new location will follow our exclusive one-stop shop approach that allows consumers to purchase all of their cannabis and accessory needs under one roof,” added Mr. Grover.

 

The new Country Hills store continues to expand High Tide’s strong foothold in southern Alberta, one of Canada’s fastest growing population centres.

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 70 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Neither the TSX Venture Exchange (the “TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This news release contains “forward-looking statements”, within the meaning of applicable securities laws. These statements include, but are not limited to statements regarding the potential mineralization and resources, exploration results, and future plans and objectives. Generally, these 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 state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, use of proceeds, level of activity, performance or achievements of High Tide to be materially different from those expressed or implied by such forward-looking statements, including but not limited to risks related to: risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the retail cannabis markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industries generally; income tax and regulatory matters; the ability of High Tide to implement its business strategy; competition; currency and interest rate fluctuations; the COVID-19 pandemic nationally and globally and the response of governments to the COVID-19 pandemic in respect of the operation of retail stores and other risks. Although management of High Tide has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such 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 to update any forward-looking statements that are incorporated by reference herein, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the 1933 Act) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

 

SOURCE High Tide Inc.

 

c   View original content to download multimedia: http://www.newswire.ca/en/releases/archive/February2021/10/c2119.html

 

%SEDAR: 00045217E

 

For further information: High Tide Inc., Vahan Ajamian, Vice President, Capital Markets, ir@hightideinc.com, Tel. 1 (403) 770-9435; extension 116

 

CO: High Tide Inc.

 

CNW 06:00e 10-FEB-21

 

 

 

 

 

EXHIBIT 99.124

 

FOR IMMEDIATE RELEASE

 

High Tide Launches Sale of Hemp Derived CBD Products on Grasscity.com

 

CALGARY, AB, Feb. 16, 2021 – High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (Frankfurt:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, announced today that its e-commerce platform grasscity.com has begun selling hemp derived CBD products into the United States and European Union. This move further consolidates High Tide’s strong position within the United States e-commerce market for consumption accessories and hemp derived CBD products, and comes on the heels of the Company’s recent announcement that it has entered into an agreement to acquire Smoke Cartel, Inc. (“Smoke Cartel”) (OTCQB: SMKC), the second largest e-commerce platform for consumption accessories in the world as of January 2021.1

 

“I’m thrilled that consumers in the United States and the European Union now have the ability to access a premium curated selection of CBD tinctures, gummies and other edible products at reasonable prices through grasscity.com,” said Raj Grover, President and Chief Executive Officer of High Tide. “The United States and European Union are priority markets for our e-commerce business in 2021 and this move will further solidify our position as a major player in the online sale of hemp derived CBD and consumption accessory products,” added Mr. Grover.

 

The European Business review recently cited a study by Grandview Research which predicts that, “over the next five years, the global CBD industry is projected to accelerate to $23.6 billion.”2 According to a Technavio market research report titled Global CBD Oil Market 2020-2024, the global CBD oil market is set to expand by USD $3.52 billion up to 2024, progressing at a compound annual growth rate of over 32%.3

 

Based in Amsterdam, Grasscity.com is the world’s largest online store for consumption accessories as of January 2021, with over 26 million site visits in 2020.4  77% of site visits originated from North America, the site has more than 560,000 customers in its database, approximately 1,050,000 recipients in its e-mail database, with over 6,808,000 current forum members, including over 310,000 dedicated readers of its weekly newsletter. The online store has more than 45,550 certified customer reviews and there are over 290,000 total followers of Grasscity on Instagram, Facebook and YouTube.

 

 

 
1 As of January 22, 2021, based on traffic analytics data provided by SEMrush Inc.
2 https://www.prnewswire.com/news-releases/global-cbd-industry-projected-to-accelerate-to-23-6-billion-over-the-next-five-years-301179412.html
3 Source: https://www.businesswire.com/news/home/20201102006013/en/Global-CBD-Oil-Market-2020-Trends-Development-Status-Investment-Opportunities-CAGR-Revenue-Demand-and-Forecast-to-2024-Technavio
4 As of January 22, 2021, based on traffic analytics data provided by SEMrush Inc.

 

 

ABOUT HIGH TIDE INC.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 70 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Neither the TSX Venture Exchange (the “TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This news release contains “forward-looking statements”, within the meaning of applicable securities laws. These statements include, but are not limited to statements regarding the potential mineralization and resources, exploration results, and future plans and objectives. Generally, these 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 state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, use of proceeds,  level of activity, performance or achievements of High Tide to be materially different from those expressed or implied by such forward-looking statements, including but not limited to risks related to: risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the retail cannabis markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industries generally; income tax and regulatory matters; the ability of High Tide to implement its business strategy; competition; currency and interest rate fluctuations; the COVID-19 pandemic nationally and globally and the response of governments to the COVID-19 pandemic in respect of the operation of retail stores and other risks. Although management of High Tide has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.  There can be no assurance that such 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 to update any forward-looking statements that are incorporated by reference herein, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

 

CONTACT INFORMATION

 

High Tide Inc.
Omar Khan

Senior Vice President, Corporate and Public Affairs

omar@hightideinc.com

Tel. 647-985-4401

 

 

 

 

EXHIBIT 99.125

 

UNDERTAKING

 

TO: Alberta Securities Commission
  Ontario Securities Commission
  British Columbia Securities Commission
  The Manitoba Securities Commission
  Financial and Consumer Services Commission (New Brunswick)
  Nova Scotia Securities Commission
  Financial and Consumer Affairs Authority of Saskatchewan
  Office of the Superintendent of Securities, Newfoundland and Labrador
  Office of the Superintendent of Securities, Prince Edward Island
  Office of the Superintendent of Securities, the Northwest Territories
  Office of the Superintendent of Securities, Nunavut
  Office of the Superintendent of Securities, Yukon
  (the “Securities Regulators”)
   
RE: High Tide Inc. (the “Issuer”),
  Final Short Form Prospectus dated February 16, 2021 (the “Prospectus”)

 

The Issuer hereby undertakes to the Securities Regulators that it will file the warrant indenture entered into with respect to the warrants to be issued pursuant to the above-noted Prospectus promptly upon becoming effective and, in any event, no later than seven days after the execution of such warrant indenture.

 

DATED as of February 16, 2021.

 

Yours truly,

 

HIGH TIDE INC.

 

“Harkirat Grover”

 

     
Per: Harkirat (Raj) Grover  
  Chief Executive Officer  

EXHIBIT 99.126

 

Certified Copy

CORPORATE ACCESS NUMBER: 2020973679

 

 

 

 

 

  

BUSINESS CORPORATIONS ACT

 

 

CERTIFICATE

  

OF

  

AMENDMENT AND REGISTRATION

  

OF RESTATED ARTICLES

 

 

HIGH TIDE INC.

AMENDED ITS ARTICLES ON 2020/02/03.

 

 

 

 

 

Certified Copy

 

Name/Structure Change Alberta Corporation - Registration Statement

 

Alberta Amendment Date: 2020/02/03

 

Service Request Number: 32449356

Corporate Access Number: 2020973679

Business Number:

Legal Entity Name: HIGH TIDE INC.
French Equivalent Name:  
Legal Entity Status: Active
Alberta Corporation Type: Named Alberta Corporation
New Legal Entity Name: HIGH TIDE INC.
New French Equivalent Name:  
Nuans Number: 120546086
Nuans Date: 2018/09/06
French Nuans Number:  
French Nuans Date:  
Share Structure: SEE ATTACHED SCHEDULE “A” HERETO
Share Transfers Restrictions: SEE ATTACHMENT, RESTRICTIONS ON SHARE TRANSFERS.
Number of Directors:  
Min Number Of Directors: 1
Max Number Of Directors: 15
Business Restricted To: N/A
Business Restricted From: N/A
Other Provisions: SEE ATTACHED SCHEDULE “B” HERETO
BCA Section/Subsection: 173(1)(H)
Professional Endorsement Provided:  
Future Dating Required:  

  

Annual Return      

 

File Year   Date Filed
2019   2019/03/27

  

Attachment

 

Attachment Type   Microfilm Bar Code   Date Recorded
Restrictions on Share Transfers   ELECTRONIC   2018/02/08
         
Share Structure   ELECTRONIC   2018/02/26  
         
Share Structure   ELECTRONIC   2018/10/04  
         
Other Rules or Provisions   ELECTRONIC   2018/10/04  
         
Consolidation, Split, Exchange   ELECTRONIC   2018/10/04  
         
Share Structure   ELECTRONIC   2020/02/03  

  

Registration Authorized By: NADER BEN AISSA

 

SOLICITOR

 

The Registrar of Corporations certifies that the information contained in this statement is an accurate reproduction of the data contained in the specified service request in the official public records of Corporate Registry.

 

2

 

 

Schedule “A”

 

SHARE STRUCTURE

 

The Corporation is authorized to issue:

 

An unlimited number of Common shares, the holders of which are entitled:

 

(a) to vote at all meetings of shareholders except meetings at which only holders of a specified class of shares are entitled to vote;

 

(b) to receive dividends in the discretion of the directors exclusive of other classes of shares of the corporation; and

 

(c) to receive the remaining property of the corporation under dissolution equally.

 

3

 

 

SCHEDULE “B”

 

OTHER RULES OR PROVISIONS

 

The Corporation allows for the Directors to appoint, without shareholder approval and in accordance with section 106(4) of the Business Corporations Act (Alberta), one or more directors, who shall hold office for a term expiring not later than the close of the next annual meeting of the shareholders, with the total number of directors so appointed not exceeding one third of the number of directors elected at the previous annual meeting of shareholders.

 

RESTRICTIONS ON SHARE TRANSFERS

 

If the corporation:

 

(a)  is not a reporting issuer or an investment fund within the meaning of applicable securities legislation; and

 

(b) has not distributed to the public (excluding accredited investors within the meaning of applicable securities legislation) any of its securities, then no securities in the capital of the corporation (other than non-convertible debt securities) shall be transferred without either:

 

(i)  the previous consent of the board of directors expressed by a resolution passed by the board of directors or by an instrument or instruments in writing signed by a majority of the directors; or

 

(ii)  the previous consent of the holders of at least 51% of the securities of that class for the time being outstanding expressed by a resolution passed by the security holders or by an instrument or instruments in writing signed by such security holders.

 

 

4

 

 

EXHIBIT 99.127

   

Stikeman Elliott LLP

Barristers & Solicitors

  5300 Commerce Court West
  199 Bay Street
  Toronto, ON Canada M5L 1B9
   
  Main: 416 869 5500
  Fax:    416 947 0866
  www.stikeman.com
   
February 16, 2021 By SEDAR

 

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission

Nova Scotia Securities Commission

Financial and Consumer Services Commission (New Brunswick)

Office of the Superintendent of Securities (Prince Edward Island)

Office of the Superintendent of Securities Service Newfoundland and Labrador

Office of the Superintendent of Securities (Yukon Territory)

Northwest Territories Securities Office

Nunavut Securities Office

 

Dear Sirs/Mesdames:

 

Re: Final Short Form Prospectus of High Tide Inc. (the “Issuer”)

 

We refer you to the final short form prospectus (the “Prospectus”) of the Issuer dated February 16, 2021 relating to the distribution of units of the Issuer.

 

We consent to being named in the Prospectus on the inside face page of the Prospectus under the heading “Legal Matters” and under the heading “Interest of Experts” in the Prospectus, and consent to the use of our legal opinions set out under the headings “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations” in the Prospectus, which opinions are provided as of the date of the Prospectus.

 

We have read the Prospectus and have no reason to believe that there are any misrepresentations in the information contained in the Prospectus that are (i) derived from our legal opinions provided in the Prospectus, or (ii) within our knowledge as a result of the services performed by us in connection with such opinions.

 

  Yours truly,
   
   
  (signed) “Stikeman Elliott LLP”

EXHIBIT 99.128

 

 

  Lawyer: Shimmy Posen
  Direct Line: (416) 869-7612
  E-mail: sposen@garfinkle.com

 

February 16, 2021

 

VIA SEDAR

 

Alberta Securities Commission

Ontario Securities Commission

British Columbia Securities Commission

The Manitoba Securities Commission

Financial and Consumer Services Commission (New Brunswick)

Office of the Superintendent of Securities, Newfoundland and Labrador

Nova Scotia Securities Commission

Office of The Superintendent of Securities, Prince Edward Island

Financial and Consumer Affairs Authority of Saskatchewan

Office of the Superintendent of Securities, the Northwest Territories

Office of the Superintendent of Securities (Nunavut)

Office of the Yukon Superintendent of Securities

 

Dear Mesdames/Sirs:

 

Re: High Tide Inc. – Final Short Form Prospectus – SEDAR Project #03168350

 

We refer to the final short form prospectus of High Tide Inc. (the “Corporation”) dated February 16, 2021 (the “Final Prospectus”), relating to an offering of units.

 

We consent to being named in the Final Prospectus on page 3, and under the headings “Eligibility for Investment”, “Certain Canadian Federal Income Tax Considerations,” “Legal Matters,” and “Interest of Experts.” Furthermore, we consent to the use of our legal opinions dated February 16, 2021 as set out under the headings “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations.”

 

We confirm that we have read the Final Prospectus and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from our opinion referred to above, or that is within our knowledge as a result of the services we performed to render such opinion.

 

Yours very truly,
Garfinkle Biderman LLP

 

“Shimmy Posen”

 

Shimmy Posen

 

Garfinkle | Biderman LLP Tel | 416.869.1234  
Dynamic Funds Tower, Suite 801, 1 Adelaide Street East, Toronto, ON M5C 2V9 Fax | 416.869.0547 www.garfinkle.com

EXHIBIT 99.129

 

 

February 16, 2021

 

Alberta Securities Commission

Ontario Securities Commission

British Columbia Securities Commission

Manitoba Securities Commission

Nova Scotia Securities Commission

New Brunswick Financial and Consumer Services Commission

Financial and Consumer Affairs Authority of Saskatchewan

Director of Securities, Government of Newfoundland and Labrador

Superintendent of Securities, Prince Edward Island

Superintendent of Securities, Government of the Northwest Territories

Superintendent of Securities, Government of Yukon

Superintendent of Securities, Government of Nunavut

 

Dear Sirs/Mesdames:

 

Re: High Tide Inc.

 

We refer to the short form prospectus of High Tide Inc. (the “Company”) dated February 16, 2021 relating to the offering of an aggregate of 41,666,666 Units of High Tide Inc. at a price of $0.48 per Unit.

 

We consent to being named and to the use, through incorporation by reference in the above-mentioned short form prospectus, of our report dated December 22, 2020, to the Shareholders of Meta Growth Corp. on the following financial statements:

 

a. Consolidated statements of financial position as at August 31, 2020 and 2019; and

 

b. Consolidated statements of net loss and comprehensive loss, changes in equity and cash flows and the notes to the financial statements for the years then ended.

 

We report that we have read the short form prospectus and all information specifically incorporated by reference therein and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the financial statements upon which we have reported or that are within our knowledge as a result of our audit of such financial statements. We have complied with Canadian generally accepted standards for an auditor’s consent to the use of a report of the auditor included in an offering document, which does not constitute an audit or review of the prospectus as these terms are described in the CPA Canada Handbook – Assurance.

 

Sincerely,

 

Chartered Professional Accountants

Licensed Public Accountants

 

Ottawa, Canada

EXHIBIT 99.130

 

February 16, 2021  

 

Alberta Securities Commission

Ontario Securities Commission

British Columbia Securities Commission

Manitoba Securities Commission

Nova Scotia Securities Commission

New Brunswick Financial and Consumer Services Commission

Financial and Consumer Affairs Authority of Saskatchewan

Director of Securities, Government of Newfoundland and Labrador

Superintendent of Securities, Prince Edward Island

Superintendent of Securities, Government of the Northwest Territories

Superintendent of Securities, Government of Yukon

Superintendent of Securities, Government of Nunavut

 

Dear Sirs/Mesdames:

 

Re: High Tide Inc.

 

We refer to the short form prospectus of High Tide Inc. (the “Company”) dated February 16, 2021 relating to the offering of an aggregate of 41,666,666 Units of High Tide Inc. at a price of $0.48 per Unit.

 

We consent to being named and to the use, through incorporation by reference in the abovementioned short form prospectus, of our report dated February 28, 2020, to the Shareholders of the Company on the following financial statements:

 

a. Consolidated statements of financial position as at October 31, 2019 and 2018; and,
b. Consolidated statements of loss and other comprehensive loss, changes in shareholders’ equity (deficiency) and cash flows and the notes to the consolidated financial statements for each of the years ended October 31, 2019 and 2018.

 

We report that we have read the short form prospectus and all information specifically incorporated by reference therein and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the financial statements upon which we have reported or that are within our knowledge as a result of our audit of such financial statements. We have complied with Canadian generally accepted standards for an auditor’s consent to the use of a report of the auditor included in an offering document, which does not constitute an audit or review of the prospectus as these terms are described in the CPA Canada Handbook – Assurance.

 

Sincerely,

 

Chartered Professional Accountants

 

encls.

 

EXHIBIT 99.131

 

UNDERWRITING AGREEMENT

 

February 16, 2021

 

High Tide Inc.

Unit #112, 11127 15th Street NE

Calgary, Alberta

K7R 3L2

 

Ladies and Gentleman:

 

The undersigned, ATB Capital Markets Inc. (“ATB”), Echelon Wealth Partners Inc. (“Echelon” and together with ATB, the “Co-Lead Underwriters”) along with Beacon Securities Limited and Desjardins Securities Inc. (collectively, with the Co-Lead Underwriters, the “Underwriters, and each individually, an “Underwriter”), hereby severally, and not jointly, nor jointly and severally, offer and agree to purchase from High Tide Inc. (the “Company”), in their respective percentages set out in Section 24(1) below, and the Company hereby agrees to issue and sell to the Underwriters, an aggregate of 41,666,666 units of the Company (the “Initial Units”) at the purchase price of $0.48 per Initial Unit (the “Purchase Price”) for aggregate proceeds of approximately $20,000,000. Each Initial Unit shall be comprised of one common share of the Company (each an “Initial Share” and collectively, the “Initial Shares”) and one-half of one common share purchase warrant of the Company (each whole warrant, an “Initial Warrant” and collectively, the “Initial Warrants”). Each Initial Warrant will entitle the holder thereof to acquire one common share of the Company (each a “Warrant Share” and collectively, the “Warrant Shares”) at an exercise price of $0.58 per Warrant Share, at any time until 4:00 p.m. (Toronto time) on the date that is 36 months following the Closing Date (as defined herein).

 

The Warrants (as defined herein) shall be created and issued pursuant to a warrant indenture (the “Warrant Indenture”) in a form acceptable to the Lead Underwriters, on behalf of the Underwriters, to be dated as of the Closing Date between the Company and the Warrant Agent (as defined herein), in its capacity as warrant agent. The description of the Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Warrants to be set forth in the Warrant Indenture. In case of any inconsistency between the description of the Warrants in this Agreement and the terms of the Warrants set forth in the Warrant Indenture, the provisions of the Warrant Indenture will govern.

 

Upon and subject to the terms and conditions herein set forth and in reliance upon the representations and warranties herein contained, the Company hereby grants to the Underwriters, in the respective percentages set out in Section 24(1) of this Agreement, an option (the “Over-Allotment Option”) to purchase such number of additional units (the “Additional Units”, and together with the Initial Units, the “Units”), Common Shares (the “Additional Shares”), and/or Warrants (the “Additional Warrants” and with the Additional Units and Additional Shares, the “Additional Securities”) as is equal to 15% of the number of Initial Units sold under the Offering (as defined below), to cover over-allotments if any, and for market stabilization purposes. The Over-Allotment Option may be exercised by the Underwriters in respect of: (i) Additional Units at the Offering Price; (ii) Additional Shares at a price of $0.44 per Additional Share; (iii) Additional Warrants at a price of $.08 per Additional Warrant; or (iv) any combination of Additional Units, Additional Shares and/or Additional Warrants, provided that, (A) the number of Additional Units does not exceed 6,249,999 Additional Units, (B) the number of Additional Shares does not exceed 6,249,999 Over-Allotment Shares, and (C) the number of Additional Warrants does not exceed 3,124,999 Additional Warrants. The Underwriters shall be under no obligation whatsoever to exercise the Over-Allotment Option in whole or in part. If ATB, on behalf of the Underwriters, elects to exercise the Over-Allotment Option, ATB shall notify the Company in writing not less than 48 hours prior to the Over-Allotment Option Closing Date (as defined herein), which notice shall specify the aggregate number and kind(s) of the Additional Securities to be purchased by the Underwriters, the date on which such Additional Securities are to be purchased and the names and denominations in which the applicable Additional Securities are to be registered (the “Over-Allotment Option Notice”). The date of any such purchase may be the same as the Closing Date, but not earlier than the Closing Date nor later than 30 days following the Closing Date.

 

 

 

The common shares of the Company (the “Common Shares”) issuable upon exercise of the Additional Warrants are referred to herein as the “Additional Warrant Shares”. The Initial Units, the Initial Shares, the Initial Warrants, and the Warrant Shares are collectively referred to in this Agreement as the “Offered Securities”, and unless the context requires otherwise, references to the “Offered Securities” include the Additional Securities. The offering of the Offered Securities by the Company is referred to in this Agreement as the “Offering”. The Offered Securities shall have the attributes described in and contemplated by the Prospectus (as defined below).

 

The Underwriters may arrange for substituted purchasers (the “Substituted Purchasers”) for ‎the Offered Securities resident in the Qualifying Jurisdictions (as hereinafter defined). Each ‎Substituted Purchaser shall purchase the Offered Securities at the Offering Price, and, to the extent ‎that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do ‎so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers ‎from the Company.‎

 

Subject to the terms and conditions set out in this Agreement, the Underwriters propose to distribute the Securities in the Qualifying Jurisdictions (as defined below) pursuant to the Prospectus. In addition, the Company and the Underwriters further agree that any offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons will be made by the Underwriters through U.S. Affiliates (as defined below) in accordance with this Agreement and Schedule A hereto, which is incorporated into and forms part of this Agreement.  

 

Unless the context otherwise requires or unless otherwise specifically stated, all references in this Agreement to the “Offering” shall be deemed to include the Over-Allotment Option.

 

The Underwriters may offer the Offered Securities at a price less than the Offering Price as described in further detail in Section 24 below, in compliance with Canadian Securities Laws (as defined below) and, specifically, the requirements of NI 44-101 (as hereinafter defined) and the disclosure concerning the same contained in the Prospectus and the U.S. Private Placement Memorandum.

 

Section 1 Definitions and Interpretation

 

(1) For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

 

1933 Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

 

ASC” means the Alberta Securities Commission;

 

Additional Shares” has the meaning given to it above;

 

affiliate” has the meaning given to it in National Instrument 45-106 – Prospectus Exemptions;

 

Agreement means this underwriting agreement dated February 16, 2021 between the Company and the Underwriters, as the same may be supplemented, amended and/or restated from time to time;

 

articles” means the articles of the Company;

 

Broker Warrant” has the meaning given to it in Section 14;

 

Business Day” means any day, other than a Saturday or Sunday, on which chartered banks in City of Toronto, Ontario and the City of Calgary, Alberta are open for business;

 

2

 

Broker Securities” means collectively the Broker Warrants, the BW Shares, the BW Warrants and the Broker Warrant Shares;

 

BW Share” has the meaning given to it in Section 14;

 

BW Warrant” has the meaning given to it in Section 14;

 

BW Warrant Share” has the meaning given to it in Section 14;

 

Canadian Securities Laws” means, collectively, all applicable securities laws in each of the Qualifying Jurisdictions, as applicable, and the respective rules, regulations, blanket orders and rulings under such laws together with applicable published policies, policy statements, instruments and notices of the Canadian Securities Regulators, including the rules and written policies of the TSXV;

 

Canadian Securities Regulators” means the applicable securities commission or securities regulatory authority in each of the Qualifying Jurisdictions and “Canadian Securities Regulator” means any one of them;

 

Cannabis Licenses” means the licenses of the Company, its Subsidiaries and Partnerships listed on Schedule B, as applicable;

 

Claims” has the meaning given to it in Section 20(1)(a);

 

Closing” means the completion of the sale by the Company, and the purchase by the Underwriters, of the Initial Units, the Initial Shares, the Initial Warrants, and the Broker Warrants pursuant to this Agreement;

 

Closing Date” means February 18, 2021, or such other date as the Company and the Underwriters may agree upon in writing or as may be changed pursuant to Section 11, which in any event shall not be later than February 25, 2021;

 

Closing Time” means 8:00 a.m. (Toronto time) on the Closing Date;

 

Company” has the meaning given to it above;

 

Company Financial Statements” means, collectively: (a) the Company’s audited consolidated financial statements for the years ended October 31, 2019 and October 31, 2018, together with the report of the Company’s Former Auditors thereon and including the notes thereto; and (b) the Company’s condensed interim unaudited financial statements for the three and nine months ended July 31, 2020 and July 31, 2019;

 

Company’s Former Auditors” means MNP LLP, the former auditors of the Company;

 

comparables” has the meaning given to it in NI 41-101;

 

Current Auditors” means Ernst & Young LLP;

 

Data Room” means, collectively (i) the virtual data room containing written documents and other information relating to the Company, its Subsidiaries and Partnerships made available by the Company to ATB and the Underwriters’ Canadian counsel through the online hosting services of Microsoft Outlook 365 under the name “Bought Deal 0221” as such virtual data room existed as at 12:01 am (EST) on the date hereof. The term Data Room shall also include all written materials provided by the Company and its Canadian counsel to the Underwriters and their Canadian counsel in connection with the Offering as at the date hereof, including, without limitation, all written responses to due diligence request lists and supplemental diligence requests.

 

3

 

distribution” has the meaning given to it in the Securities Act (Ontario);

 

Employee Plans” means any (i) pension, retirement, deferred compensation, savings, profit-sharing, stock option, stock purchase, bonus, incentive, vacation pay, severance pay, supplemental unemployment benefit, employee assistance, death benefit or other employee or post-retirement benefit plan, trust, arrangement, contract, agreement, policy or commitment from which present or former employees, officers and directors, individuals working on contract with the Company, its Subsidiaries and Partnerships or individuals providing services to the Company or its Subsidiaries and Partnerships of a kind normally performed by employees benefit or have the potential to benefit, or (ii) group or individual insurance policy or coverage (including self-insured coverage) for accident and sickness or life insurance (including any individual insurance policy under which any present or former employee, officer or director of the Company or any of its Subsidiaries is the named insured and as to which the Company, its Subsidiaries and Partnerships makes premium payments, whether or not the Company, its Subsidiaries and Partnerships is the owner, beneficiary or both of that policy), or other insured or covered expense reimbursement coverage, from which present or former employees, officers or directors of the Company or its Subsidiaries benefit or have the potential to benefit;

 

Existing Indebtedness means the liabilities of the Company as of the date of this Agreement, as set out in the Public Disclosure Documents.

 

Existing Liens means the Liens existing on the Company, its Subsidiaries and Partnerships, as applicable, as of the date of this Agreement, including as set out in the Public Disclosure Documents.

 

Final Prospectus” means the (final) short form prospectus of the Company dated February 16, 2021 relating to the distribution of 41,666,666 Units at a price of $0.48 per Unit for gross proceeds of $20,000,000 including, for greater certainty, the documents incorporated or deemed to be incorporated by reference therein;

 

Final Offering Documents” means the Prospectus and the U.S. Offering Memorandum, provided however that, for the purposes of the Company’s representations in Section 9, references to “Final Offering Documents” shall also include those documents required to be incorporated by reference into the Prospectus and which have, on or prior to the date hereof, been filed by the Company on SEDAR;

 

Governmental Authority” means governments, regulatory authorities, governmental departments, agencies, stock exchanges, commissions, bureaus, officials, ministers, crown corporations, courts, bodies, boards, tribunals or dispute settlement panels or other law, rule or regulation-making organizations or entities (i) having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them, or (ii) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power;

 

Indemnified Party” and “Indemnified Parties” have the respective meanings given to them in Section 20(1);

 

Investor Rights Agreement” means the investor rights agreement dated December 12, 2018 between the Company and Aurora Cannabis Inc.;

 

Lead Underwriters” has the meaning given to it above;

 

Leases has the meaning given to it in Section 9(1)(ii);

 

4

 

Lien” means any mortgage, charge, pledge, hypothec, claim, security interest, assignment, lien (statutory or otherwise), defect, restriction on transfer, restrictive covenant or other encumbrance of any nature, including any arrangement or condition which, in substance, secures payment or performance of an obligation, or any contract or agreement to create any of the foregoing, and shall be deemed to include tax liens, mechanic liens or other similar liens that attach by operation of law and, solely with respect to physical assets of the Company, its Subsidiaries and Partnerships, as applicable, purchase money security interests against physical assets;

 

marketing materials” has the meaning given to it in NI 41-101;

 

Marketing Materials Amendment” means any revised template version of any marketing materials provided to potential investors in connection with the distribution of the Offered Securities;

 

Material Adverse Effect” or “Material Adverse Change” means any fact, effect, change, event, occurrence, or any development involving a change, that (i) is materially adverse to the results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), cash flows, income or business operations of the Company, its Subsidiaries and Partnerships, on a consolidated basis and as a going concern, or (ii) would result in any Offering Document containing a misrepresentation;

 

material change” has the meaning given to it in the Securities Act (Ontario);

 

material fact has the meaning given to it in the Securities Act (Ontario);

 

Meta Growth Corp.’s Former Auditors” means MNP LLP, the former auditors of Meta Growth Corp.;

 

Meta Growth Financial Statements” means, collectively: (a) the audited consolidated financial statements of Meta Growth Corp. for the years ended August 31, 2019 and 2018, together with the report of Meta Growth Corp.’s Former Auditors thereon and including the notes thereto; and (b) the condensed interim unaudited consolidated financial statements for the three and nine months ended May 31, 2020 and May 31, 2019;

 

MI 11-102 means Multilateral Instrument 11-102 – Passport System;

 

misrepresentation has the meaning given to it in the Securities Act (Ontario);

 

NCI System has the meaning given to it in Section 15(2);

 

NI 41-101” means National Instrument 41-101 – General Prospectus Requirements;

 

NI 44-101” means National Instrument 44-101 – Short Form Prospectus Distributions;

 

NI 51-102” means National Instrument 51-102 – Continuous Disclosure Obligations;

 

notice” has the meaning given to it in Section 31;

 

NP 11-202” means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions;

 

Offered Securities” has the meaning given to it above;

 

5

 

Offering” has the meaning given to it above;

 

Offering Document Amendment” means any Prospectus Amendment or Offering Memorandum Amendment;

 

Offering Documents” means the Prospectus, the Final Offering Documents and any Offering Document Amendment;

 

Offering Memorandum Amendment” means any amendment to the U.S. Offering Memorandum;

 

Over-Allotment Option” has the meaning given to it above;

 

Over-Allotment Option Closing” means the completion of the sale by the Underwriters of the Additional Securities pursuant to this Agreement;

 

Over-Allotment Option Closing Date” means the date, not earlier than the Closing Date, for an Over-Allotment Option Closing as set out in the Over-Allotment Option Notice;

 

Over-Allotment Option Closing Time” means 8:00 a.m. (Toronto time) on the Over-Allotment Option Closing Date;

 

Over-Allotment Option Notice” has the meaning given to it above;

 

Partnerships” means NAC OCN Limited Partnership, NAC Long Plain Limited Partnership, NAC Aarowhead Limited Partnership, NAC Thompson North Limited Partnership, NAC Northern Alberta Limited Partnership and Saturninus Partners GP;

 

Passport System” means the procedures provided for under MI 11-102 and NP 11-202;

 

person” means an individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association or joint venture;

 

Personally Identifiable Information” means any information that alone or in combination with other information held by the Company can be used to specifically identify a person including but not limited to a natural person’s name, street address, telephone number, e-mail address, photograph, social insurance number, driver’s license number, passport number, credit or debit card number or customer or financial account number or any similar information that is treated as “Personally Identifiable Information” under any applicable laws;

 

Preliminary Prospectus” means the preliminary short form prospectus prepared by the Company dated February 5, 2021 relating to the distribution of 41,666,666 Units at a price of $0.48 per Unit for gross proceeds of approximately $20,000,000 including, for greater certainty, the documents incorporated or deemed to be incorporated by reference therein;

 

Preliminary U.S. Offering Memorandum” means the U.S. private placement memorandum (which shall include the Preliminary Prospectus) used to make offers and sales of the Initial Units and Additional Securities, if any, in the United States or to, or for the account or benefit of, U.S. Persons in accordance with this Agreement and Schedule A hereto;

 

Prospectus” means the Final Prospectus as amended by any Prospectus Amendment;

 

Prospectus Amendment” means any amendment to the Final Prospectus;

 

6

 

provide” or “provided”, in the context of sending or making available marketing materials to a potential purchaser of the Offered Securities, has the meaning given to it in NI 41-101;

 

Public Disclosure Documents” means any information which has been filed on the SEDAR website at www.sedar.com by the Company pursuant to applicable Canadian Securities Laws since January 1, 2019;

 

Qualifying Jurisdictions” means all of the provinces and territories of Canada except Quebec;

 

Regulation D” means Regulation D adopted by the SEC under the 1933 Act;

 

Regulation S” means Regulation S adopted by the SEC under the 1933 Act;

 

Rule 144A means Rule 144A adopted by the SEC under the 1933 Act;

 

SEC” means the U.S. Securities and Exchange Commission;

 

Selling Firm” has the meaning given to it in Section 4(1);

 

Stock Option Plan” means the Company’s existing stock option plan last approved by the shareholders of the Company on July 24, 2019;

 

Specified Subsidiaries” means Valiant Distribution Canada Inc., Valiant Distribution Inc., Canna Cabana Inc.; 2680495 Ontario Inc., KushBar Inc., National Access Canada Corporation, Meta Growth Corp., the Green Company Limited, and 2208292 Alberta Ltd.

 

Subsidiaries” means Valiant Distribution Inc., Valiant Distribution Canada Inc. HT Global Imports Inc., Canna Cabana Inc., 2680495 Ontario Inc., KushBar Inc., Smoker’s Corner Ltd., High Tide Inc. B.V., SJV2 B.V., SJV B.V., SJV USA Inc., Smoke Cartel USA Inc., Meta Growth Corp., National Access Cannabis LP Holdings Corp., National Access Cannabis Management Corp., National Access Cannabis GP Holdings Corp., NAC Northern Alberta GP Ltd., National Access Cannabis GP Holdings Corp., NACM Management Ltd., 2748699 Ontario Ltd., META Western Canadian Holdings Ltd., META West Coast Ltd., 11604686 Canada Inc., NAC Bio Inc., The Green Company Limited, National Access Canada Corporation, 2713865 Ontario Ltd., New Leaf Cannabis Ltd., NAC Southern Alberta Ltd, National Access Cannabis Medical Inc., National Access Cannabis (MB FN) LP Holdings Corp, NAC Northern Alberta GP. Ltd., NAC Arrowhead GP Ltd., NAC Long Plain GP Ltd, NAC OCN GP Ltd., NAC Thompson North HP Ltd. and 2208292 Alberta Ltd.

 

Tax Act” means the Income Tax Act (Canada);

 

template version” has the meaning given to it in NI 41-101 and includes any revised template version of marketing materials as contemplated in NI 41-101;

 

Transfer Agent” means Capital Transfer Agency, ULC, at its principal office in the City of Toronto, Ontario;

 

TSXV” means the TSX Venture Exchange;

 

Underwriter” and “Underwriters” have the respective meanings given to them above;

 

Underwriters’ Information” means information and statements relating solely to the Underwriters which have been provided by the Underwriters to the Company for use in any Offering Document;

 

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Underwriters’ Fee” has the meaning given to it in Section 14;

 

United States” or “U.S.” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

 

United States Securities Laws” means all applicable securities legislation in the United States, including without limitation, the 1933 Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, including the rules and policies of the SEC and any applicable state securities laws;

 

U.S. Affiliate” means the U.S. registered broker-dealer affiliate of an Underwriter;

 

U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

 

U.S. Federal Cannabis Laws” means, collectively, all U.S. federal laws, statutes, and/or regulations applicable to the production, trafficking, distribution, processing, extraction, sale, etc. of cannabis and cannabis related substances and products.

 

U.S. Offering Memorandum” means the U.S. private placement memorandum (which shall include the Prospectus) used to make offers and sales of the Initial Units and Additional Securities, if any, in the United States or to, or for the account or benefit of, U.S. Persons in accordance with this Agreement and Schedule A hereto; and

 

U.S. Person” means a “U.S. person” as that term is defined in Rule 902(k) of Regulation S.

 

(2) Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge or awareness of the Company, its Subsidiaries or Partnerships, it will be deemed to refer to the actual knowledge or awareness of Joy Avzar (pertaining to the affairs of Meta Growth Corp., its subsidiaries and partnerships and persons in which Meta Growth Corp. has an ownership interest) and Raj Grover and Rahim Kanji (in respect of the Company and all of its Subsidiares and Partnerships), in each case after due enquiry. Where any representation or warranty contained in this Agreement is made in respect of a Partnership in which the Company or its Subsidiaries has less than a 50% interest, such representation or warranty shall be deemed to be qualified by the actual knowledge of Joy Avzar (pertaining to the affairs of Meta Growth Corp., its subsidiaries and partnerships and persons which Meta Growth Corp. has an ownership interest) and Raj Grover and Rahim Kanji (in respect of the all such Partnerships).

 

(3) Unless otherwise expressly provided in this Agreement, words importing only the singular number include the plural and vice versa and words importing gender include all genders. Reference to Sections or Schedules are to the appropriate Section or Schedule of this Agreement.

 

(4) All references to “dollars” or “$” are to Canadian dollars, unless otherwise expressly stipulated. The schedules to this Agreement are incorporated by reference in, and form an integral part of, this Agreement for all purposes of it.

 

(5) The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

 

(6) Any reference to “this Agreement” means this Agreement as amended, modified, replaced or supplemented from time to time.

 

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Section 2 Compliance with Securities Laws

 

The Company represents and warrants to the Underwriters that the Company has prepared and filed the Preliminary Prospectus with the Canadian Securities Regulators and has obtained a receipt from the ASC for the Preliminary Prospectus and, pursuant to MI 11-102, a receipt for the Preliminary Prospectus is deemed to have been issued by the Canadian Securities Regulators in each of the other Qualifying Jurisdictions. The Company covenants with the Underwriters that it will, by no later than 4:00 p.m. (Toronto time) on the date hereof, prepare and file the Final Prospectus in a form approved by the Company and the Underwriters, acting reasonably, along with all other documents required under applicable Canadian Securities Laws to be filed therewith and obtain a receipt from the ASC therefor. The Company will promptly fulfill and comply with, to the satisfaction of the Underwriters, acting reasonably, the Canadian Securities Laws required to be fulfilled or complied with by the Company to enable the Offered Securities to be lawfully distributed to the public in the Qualifying Jurisdictions through the Underwriters or their respective affiliates or any other investment dealers or brokers registered in such jurisdictions in a category permitting them to distribute the Offered Securities under Canadian Securities Laws applicable in such jurisdictions.

 

Section 3 Due Diligence

 

Prior to the filing of the Final Prospectus, the Company shall permit the Underwriters to review and participate in the preparation of the Final Prospectus and shall allow each of the Underwriters to conduct any due diligence investigations which any of them reasonably requires in order to fulfill its obligations under Canadian Securities Laws and in order to enable it to responsibly execute the certificate in the Final Prospectus required to be executed by it. Following the execution and delivery of this Agreement up to the later of the Closing Date and the date of completion of the distribution of the Offered Securities, the Company shall allow each of the Underwriters to conduct any due diligence investigations that it reasonably requires in order to fulfill its obligations as an underwriter under Canadian Securities Laws.

 

Section 4 Distribution and Certain Obligations of the Underwriters

 

(1) The Company agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the distribution of the Offered Securities. The Underwriters shall, and shall require any such dealer or broker, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the distribution of the Offered Securities (a “Selling Firm”) to, comply with applicable Canadian Securities Laws, and to the extent applicable, comply with applicable United States Securities Laws, and the terms and conditions (including the offer price) set out in the Final Offering Documents, any Offering Document Amendment and this Agreement in connection with the distribution of the Offered Securities, and further, shall offer the Offered Securities for sale to the public in the Qualifying Jurisdictions directly and through the Selling Firms upon the terms and conditions (including the offer price) set out in the Offering Documents and this Agreement. Each Underwriter shall, and shall require any Selling Firm appointed by such Underwriter to, offer for sale to the public and sell the Offered Securities only in those jurisdictions where the Offered Securities may be lawfully offered for sale or sold, and agree to observe the terms and conditions of this Section 4.

 

(2) The Underwriters shall, and shall require any Selling Firm to agree to, observe and distribute the Offered Securities in a manner that complies with all applicable laws and regulations (including in connection with offers and sales in the United States or to, or for the account or benefit of, U.S. Persons, pursuant to this Agreement, Schedule A hereto, and the laws of all applicable U.S. states) in each jurisdiction into and from which they may offer to sell the Offered Securities or distribute the Final Offering Documents, as applicable, in connection with the distribution of the Offered Securities and will not, and will require any Selling Firm not to, directly or indirectly, offer, sell or deliver any Offered Securities or Final Offering Documents or any other document (including, for greater certainty, the marketing materials) to any person in any jurisdiction, except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of any jurisdictions (other than the Qualifying Jurisdictions).

 

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(3) The Company acknowledges and agrees that the Underwriters are acting severally and not jointly (nor jointly and severally) in performing their respective obligations under this Agreement (including obligations under any Schedules to this Agreement) and no Underwriter shall be liable for any act, omission or conduct by any other Underwriter or Selling Firm appointed by any other Underwriter. Each Underwriter agrees that it shall be severally responsible for the compliance by any Selling Firm appointed by such Underwriter with the provisions of this Agreement.

 

(4) For the purposes of this Section 4, the Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution in any Qualifying Jurisdiction where a receipt or similar document for the Prospectus shall have been obtained, or deemed to have been obtained, from the applicable Canadian Securities Regulator following the filing of the Prospectus in each of the Qualifying Jurisdictions. For greater certainty, the Underwriters acknowledge and agree that the Prospectus will not qualify the distribution of any Offered Securities in the United States to, or for the account or benefit of, U.S. Persons, and any such Offered Securities will only be offered and sold in compliance with this Agreement and Schedule A hereto.

 

(5) The Company acknowledges that ATB shall, in its sole discretion and without notice to or consent of the Company, be entitled to assign its underwriting commitment under this Agreement to any affiliate or subsidiary of ATB.

 

Section 5 United States Offers and Sales

 

The Company and the Underwriters hereby acknowledge that the Offered Securities have not been and will not be registered under the 1933 Act or any U.S. state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, except by the Underwriters or their respective U.S. Affiliates, only in the manner specified in this Agreement and Schedule A hereto, which terms and conditions are hereby incorporated by reference in and form a part of this Agreement.

 

Section 6 Marketing Materials

 

(1) In connection with the distribution of the Offered Securities:

 

(a) the Company shall prepare, in consultation with the Lead Underwriters, and approve in writing, prior to the time the marketing materials are provided to potential investors, if any, a template version of the marketing materials reasonably requested to be provided by the Underwriters to any potential investor; such marketing materials shall comply with Canadian Securities Laws and be acceptable in form and substance to the Underwriters, acting reasonably, and such template version shall be approved in writing by the Lead Underwriters, on behalf of all of the Underwriters, prior to the time the marketing materials are provided to potential investors;

 

(b) the Company shall, to the extent required by Canadian Securities Laws, file the template version of the marketing materials referred to in Section 6(1)(a) above, if any, with the Canadian Securities Regulators as soon as reasonably practicable after the template version of the marketing materials is so approved in writing by the Company and by the Lead Underwriters, on behalf of all of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor; and

 

(c) any comparables shall be redacted from the template version of the marketing materials, if any, in accordance with NI 41-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Company as required by Canadian Securities Laws.

 

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(2) Following the approvals and filings set forth in the foregoing paragraphs, the Underwriters may provide the marketing materials, if any, to potential investors to the extent permitted by Canadian Securities Laws and applicable United States Securities Laws.

 

(3) If applicable, the Company shall prepare and file a Marketing Materials Amendment provided to potential investors in connection with the offering of the Offered Securities where required under Canadian Securities Laws, and the foregoing paragraphs above shall also apply to such revised template version.

 

(4) The Company and each Underwriter, severally and not jointly (or jointly and severally), covenant and agree, during the period from the date of this Agreement until the later of the Closing Date and the date of completion of distribution of the Offered Securities under the Final Offering Documents, not to provide any potential investor in the Offered Securities with any materials or information in relation to the distribution of the Offered Securities, or the Company, other than: (i) marketing materials that have been approved and filed in accordance with this Section 6, (ii) any standard term sheets (provided they are in compliance with applicable Canadian Securities Laws), and (iii) the Offering Documents.

 

Section 7 Delivery of Documents

 

(1) At or prior to the time of filing the Final Prospectus, the Company shall deliver or cause to be delivered to the Underwriters and the Underwriters’ counsel, at the respective times indicated, the following documents (except to the extent such documents have been previously delivered to the Underwriters or are available on SEDAR):

 

(a) a copy of the Final Prospectus, including for greater certainty each of the documents incorporated by reference to the extent not available on SEDAR, signed and certified by the Company as required by the Canadian Securities Laws applicable in the Qualifying Jurisdictions;

 

(b) a copy of the U.S. Offering Memorandum;

 

(c) a “long-form” comfort letter of the Current Auditors and the Company’s Former Auditors dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditors no earlier than two Business Days prior to the date of the Final Prospectus) addressed to the Underwriters and the directors of the Company, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to certain financial and accounting information relating to the Company contained in the Final Offering Documents, and containing statements and information of the type ordinarily included in “comfort letters” to Underwriters in connection with an offering of securities, which letter shall be in addition to any consent letter of the Current Auditors and the Company’s Former Auditors addressed to the Canadian Securities Regulators;

 

(d) a “long-form” comfort letter of Meta Growth Corp.’s Former Auditors dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditors no earlier than two Business Days prior to the date of the Final Prospectus) addressed to the Underwriters and the directors of the Company, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to certain financial and accounting information relating to the Company contained in the Final Offering Documents, and containing statements and information of the type ordinarily included in “comfort letters” to Underwriters in connection with an offering of securities, which letter shall be in addition to any consent letter of Meta Growths Corp.’s Former Auditors addressed to the Canadian Securities Regulators; and

 

(e) a copy of any other document required to be filed by the Company under the Canadian Securities Laws.

 

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(2) During the period from the date of this Agreement until the later of the Closing Date and the date of completion of distribution of the Offered Securities under the Final Offering Documents:

 

(a) in the event that the Company is required by Canadian Securities Laws (as a result of a change in Canadian Securities Laws or otherwise) to prepare and file a Prospectus Amendment or a Marketing Materials Amendment, the Company shall prepare and deliver promptly to the Underwriters signed and certified (other than by the Underwriters) copies of such Prospectus Amendment or Marketing Materials Amendment. Concurrently with the delivery of any Prospectus Amendment, the Company shall deliver to the Underwriters documents similar to those referred to in Section 7(1)(c), and in connection with any such Prospectus Amendment, shall prepare and deliver to the Underwriters a corresponding Offering Memorandum Amendment; and

 

(b) in the event that the Company is required by United States Securities Laws (as a result of a change in United States Securities Laws or otherwise) to prepare and/or file an Offering Memorandum Amendment, the Company shall use commercially reasonable efforts to prepare and deliver promptly to the Underwriters such Offering Memorandum Amendment.

 

(3) The Company shall permit the Underwriters to review and participate in the preparation of any Offering Document Amendment or Marketing Materials Amendment, it being understood and agreed that no Prospectus Amendment or Marketing Materials Amendment will be filed with any Canadian Securities Regulator, and no Offering Memorandum Amendment distributed, without first obtaining the approval of the Underwriters and their counsel, after consultation with the Underwriters with respect to the form and content thereof.

 

Section 8 Representations and Warranties of the Company as to the Offering Documents

 

(1) Filing of the Final Prospectus, any Prospectus Amendment, marketing materials, or Marketing Material Amendment, and delivery by the Company of the U.S. Offering Memorandum or any Offering Memorandum Amendment shall constitute a representation and warranty by the Company to the Underwriters that, as at their respective dates of filing or delivery, as applicable:

 

(a) the information and statements (except for the Underwriters’ Information) contained in the Prospectus or any Prospectus Amendment, as applicable (i) are true and correct in all material respects, (ii) contain no misrepresentation and (iii) constitute full, true and plain disclosure of all material facts relating to the Company and the Offered Securities as required by Canadian Securities Laws;

 

(b) no material fact has been omitted from such information and statements (except for the Underwriters’ Information) that is required to be stated in such information and statements or that is necessary to make a statement contained in such information and statements not misleading in the light of the circumstances under which it was made;

 

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(c) the information and statements (except for the Underwriters’ Information) contained in the U.S. Offering Memorandum and any Offering Memorandum Amendment, as applicable, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, all within the meaning of United States Securities Laws;

 

(d) except with respect to any Underwriters’ Information, each such document complies in all material respects with all applicable requirements of Canadian Securities Laws and United States Securities Laws, as applicable; and

 

(e) the statistical and market-related data included in the Prospectus, the U.S. Offering Memorandum, the marketing materials and any Prospectus Amendment, Offering Document Amendment or Marketing Materials Amendment are based on or derived from sources that are believed by the Company to be reliable and accurate in all material respects.

 

(2) Such filings shall also constitute the Company’s consent to (i) the Underwriters’ use of the Prospectus, any Prospectus Amendment, the marketing materials and any Marketing Materials Amendment in connection with the distribution of the Offered Securities in the Qualifying Jurisdictions in compliance with this Agreement and applicable Canadian Securities Laws and (ii) the use of the Preliminary U.S. Offering Memorandum and the U.S. Offering Memorandum, as applicable, for offers and sales of the Offered Securities, if any, in the United States or to, or for the account or benefit of, U.S. Persons.

 

Section 9 Additional Representations, Warranties and Covenants of the Company

 

(1) The Company represents, warrants and covenants to the Underwriters, and acknowledges that each of the Underwriters are relying upon such representations, warranties and covenants in purchasing the Offered Securities, that:

 

(a) Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and carry on its business as now conducted. The Company is duly qualified to conduct business, is in material compliance with all applicable laws and regulations, with the exception of any U.S. Federal Cannabis Laws, of each jurisdiction in which it carries on business (including, without limitation, all applicable Canadian federal, provincial, municipal and local laws and regulations and other lawful requirements of any governmental or regulatory body) and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary;

 

(b) Subsidiaries and Partnerships. Each of the Subsidiaries and Partnerships is a corporation or other legal entity duly formed and validly existing under the laws of the jurisdiction in which it was formed, and has the requisite power and capacity, and is duly qualified and holds all necessary permits, licences and authorizations necessary, to carry on its business as now conducted, and to own, lease or operate its properties and assets, and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Company to sell, transfer or otherwise dispose of any of the issued securities of the Subsidiaries or interest in the Partenrships that it beneficially owns other than pursuant to the Existing Liens. There exist no options, warrants, purchase rights, or other contracts or commitments requiring any of the Subsidiaries or Partnerships to issue additional securities or partnership interests, as applicable, to a person other than the Company.

 

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(c) No Other Subsidiaries or Partnerships. The Company has no other subsidiaries other than the Subsidiaries. The Company and its Subsidiaries are not a party to any partnership other than the Partnerships.

 

(d) Capitalization and Voting Rights.

 

(i) The authorized capital of the Company consists of an unlimited number of Common Shares. As of February 16, 2021, the outstanding capital of the Company consisted of 562,399,180 Common Shares all of which have been duly authorized, are fully paid and non-assessable and were issued in compliance with all securities laws;

 

(ii) Other than as disclosed in the Public Disclosure Documents, grants of Equity Awards and common share purchase warrants of the Company, or options issued under the Stock Option Plan, there are no securities exercisable, convertible or exchangeable into Common Shares;

 

(iii) Other than as disclosed in the Public Disclosure Documents, as at the date of this Agreement, there are no contracts, commitments or agreements relating to voting or giving of written consents with respect to the Shares (i) between or among the Company and any of its shareholders; or (ii) to the Company’s knowledge, between or among any of the shareholders of the Company.

 

(iv) No holder of Common Shares is entitled to any pre-emptive or any similar rights to subscribe for any Common Shares or other securities of the Company as a result of the sale of the Offered Securities pursuant to this Agreement.

 

(v) ‎Other than as disclosed in the Public Disclosure Documents, the Company has no ‎outstanding commitment or obligation to issue or sell any Common Shares, other than ‎grants of Equity Awards or in connection ‎with an offer of employment or in connection with a non-material acquisition by a ‎ Subsidiary‎.

 

(e) Authorization.

 

(i) The Company has the requisite corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder, and to execute and file with the Canadian Securities Regulators the Final Prospectus and any Prospectus Amendments;

 

(ii) This Agreement and the performance by the Company of its obligations hereunder, the execution and filing with the Canadian Securities Regulators of the Final Prospectus and any Prospectus Amendments have been or will at the Closing Time be duly authorized by all necessary corporate action, and this Agreement has been or will be at the Closing Time duly executed and delivered by the Company and will, upon due execution by each of the counterparties hereto, constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement hereof and thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of general equitable principles, including the limitation that rights of indemnity, contribution and waiver may be limited by applicable laws;

 

(iii) The execution and delivery of the Offering Documents and the performance and carrying out of any provision thereof by the Company will not (i) result in a breach of the terms, conditions, or provisions of any material agreement of the Company, its Subsidiaries and Partnerships, (ii) violate any provision of applicable law of each jurisdiction in which it carries on business, any order of any court applicable to the Company or its constating documents, or (iii) result in the creation or imposition of any Lien upon any of the properties or assets of the Company.

 

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  (f) Valid Issuance. At the applicable Closing Time, after payment of applicable consideration, the Initial Shares, BW Shares, BW Warrant Shares and, if applicable, the Additional Shares and Additional Warrant Shares, will be duly and validly issued and outstanding as fully paid non-assessable Common Shares, and such securities will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Company;
     
(g) Reporting Issuer. The Company (A) is a “reporting issuer” in Ontario, British Columbia and Alberta within the meaning of the applicable Canadian Securities Laws, (B) is not in default of any material requirement of the applicable Canadian Securities Laws, and (C) is in compliance, in all material respects, with the rules, policies and regulations of the TSXV;

 

(h) Ownership of Assets. The Company and each of the Subsidiaries and Partnerships has good and marketable title to all of their respective assets, free and clear of all Liens, except for Existing Liens and, subject to acquisitions and sales in the ordinary course;

 

(i) Governmental Consents. Other than customary post-closing filings required by securities laws and with the exception of any U.S. Federal Cannabis Laws, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, Canadian or of U.S. federal, provincial, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement or, to the extent any such consents, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings with any such authorities on the part of the Company are required in connection with the consummation of the transactions contemplated herein, they shall have been obtained prior to, and be effective as of, the Closing.

 

(j) Litigation. Other than as disclosed in the Public Disclosure Documents, there is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to the Company’s knowledge, threatened, against the Company, its Subsidiaries and Partnerships, their property or respective directors or officers, that would reasonably be expected to have a Material Adverse Effect, nor is the Company aware of any basis for the foregoing. Neither the Company, its Subsidiaries and Partnerships nor, to the knowledge of the Company, their respective officers or directors, is a party, or is named as subject, to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. Other than as disclosed in the Public Disclosure Documents, there is no material action, suit, proceeding or investigation by the Company or its Subsidiaries and Partnerships pending or which either the Company or its Subsidiaries and Partnerships intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment of any of the Company or its Subsidiaries’ or Partnerships’ employees, their services provided in connection with the Company’s business, or any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.

 

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(k) Compliance with Other Instruments. The Company and its Subsidiaries and Partnerships are not in violation or default of: (1) any material provisions of their constating documents, (2) any order, judgment, order, writ, or decree applicable to them, (3) in any material respect, any note, indenture, debt instrument, lease, agreement, contract or purchase order to which it is a party or by which it is bound or, (4) to the Company’s knowledge, any provision of any law, statute, rule or regulation applicable to the Company or its Subsidiaries and Partnerships, other than in respect of certain U.S. Federal Cannabis Laws. The execution, delivery and performance of the Offering Documents and the consummation of the transactions contemplated thereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such material provision, instrument, judgment, order, writ, decree or contract or an event which results in the creation of any Lien upon any assets of the Company or the suspension, revocation, forfeiture or non-renewal of any Cannabis License or permit applicable to the Company.

 

(l) Agreements; Action.

 

(i) Except for the Offering Documents, the Existing Indebtedness, the Existing Liens or in the ordinary course of business, there are no agreements, understandings, instruments, contracts, judgments, orders, writs or decrees to which the Company is a party or by which it is bound that may involve: (A) obligations (contingent or otherwise) of, or payments to, the Company or its Subsidiaries and Partnerships outside of the ordinary course; (B) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company or its Subsidiaries and Partnerships; (C) the grant of rights to license, market or sell products; (D) the grant of any Lien on the material assets of the business; or (E) provisions restricting or affecting the development, ability to transfer or move, or distribution of the Company or its Subsidiaries’ and Partnerships’ products or services.

 

(ii) Since the date of the Company Financial Statements, other than the Existing Indebtedness or as otherwise disclosed in the Public Disclosure Documents, the Company or its Subsidiaries and Partnerships has not (A) excluding ordinary course leases, incurred any indebtedness for money borrowed that has not been repaid and released or any other liabilities individually or in the aggregate in excess of $5,000,000, (B) made any loans or advances to any person, other than in the ordinary course of business, or (C) sold, exchanged or otherwise disposed of any of its assets or rights other than in the ordinary course of business.

 

(iii) For the purposes of subsections (i) and (ii) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. Other than as disclosed in the Public Disclosure Documents, the Company is not a guarantor of any other person, entity or business.

 

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(m) Related-Party Transactions. No employee, officer, director or shareholder of the Company or member of his or her immediate family or any “affiliate” or “associate” of such persons (as defined under Securities Laws), is indebted to the Company or its Subsidiaries and Partnerships, nor is the Company or its Subsidiaries and Partnerships indebted (or committed to make loans or extend or guarantee credit) to any of them for indebtedness, other than as disclosed in the Public Disclosure Documents. To the best of the Company’s knowledge, other than as disclosed in the Public Disclosure Documents, none of such persons has any direct or indirect ownership interest in any firm or corporation with which the Company or its Subsidiaries and Partnerships are affiliated or with which the Company have a material business relationship, or any firm or corporation that competes with the Company, except to the extent that employees, officers, directors or shareholders of the Company and members of their immediate families own shares in publicly traded companies that may compete with the Company. Other than as disclosed in the Public Disclosure Documents, no employee, officer, director or shareholder of the Company or member of his or her immediate family or any “affiliate” or “associate” thereof is directly or indirectly interested in any material contract or agreement to which the Company or its Subsidiaries and Partnerships are a party or by which it is bound, and other than as disclosed in the Public Disclosure Documents, none of such persons has any material interest, direct or indirect, in any transaction or any proposed transaction with the Company which, as the case may be, materially affects, is material to, or will materially affect, the Company.

 

(n) Permits. The Company and its Subsidiaries and Partnerships hold in good standing all Cannabis Licenses, permits and any similar authority necessary for the conduct of its business as presently conducted including, without limitation, all licenses or permits, if any, required by any governmental or regulatory authorities in each of the jurisdictions in which the Company or its Subsidiaries and Partnerships operates. Each of the Company and its Subsidiaries Partnerships is in compliance, in all material respects, with each permit and Cannabis License held by it and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such permit or license or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such permit or license. Neither the Company nor any Subsidiary is aware of any pending change or contemplated change to any applicable law or regulation or governmental position that could reasonably be expected to have a Material Adverse Effect on the business, affairs, operations, assets, liabilities (contingent or otherwise) of the Company, its Subsidiaries and Partnerships or the business or legal environment under which the Company and the Subsidiaries and Partnerships now operate or propose to operate. The Company has provided to the Underwriters or made available in the Data Room copies of (including all material correspondence relating to) all Cannabis Licenses held by it and any renewals thereof as of the date hereof.

 

(o) Environmental and Safety Laws. The Company and its Subsidiaries and Partnerships are in compliance with all applicable statutes, laws or regulations relating to the environment or occupational health and safety (“Environmental Laws”), except to the extent any violation of such laws would not have a Material Adverse Effect on the Company and, to the Company’s knowledge, no material expenditures are or will be required in order to comply with any such existing statute, law or regulation. There is no pending or, to the best of the Company’s knowledge, threatened administrative, regulatory or judicial action, claim or notice of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any Subsidiary, except as would not, individually or in the aggregate, have a Material Adverse Effect.

 

(p) Conduct of Business. The Company and its Subsidiaries and Partnerships have conducted and are conducting their business in compliance, in all material respects, with all applicable laws of each jurisdiction in which they carry on their respective business and with all applicable laws, tariffs and directives material to their respective operations, including all applicable federal, state, municipal, and local laws and regulations and other lawful requirements of any governmental or regulatory body that govern all aspects of the Company and its Subsidiaries and Partnerships businesses, other than U.S. Federal Cannabis Laws;

 

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(q) Registration Rights. The Company has not granted or agreed to grant any registration or prospectus qualification rights to any person or entity for it or any of its Subsidiaries and Partnerships.

 

(r) Title to Property and Assets. The Company or its Subsidiaries and Partnerships is the absolute legal and beneficial owner of, and has good and marketable title to, all of their owned material property and assets, free of all Liens, other than Existing Liens and, together with material property and assets leased by the Company and its Subsidiaries and Partnerships, no other property rights are necessary for the conduct of the business of the Company as currently conducted, and the Company knows of no claim or the basis for any claim that could have a Material Adverse Effect on the right thereof to use, transfer or otherwise exploit such property rights and the Company has no responsibility or obligation to pay any material commission, royalty, license fee or similar payment to any person with respect to the property rights thereof.

 

(s) Company Financial Statements. The Company Financial Statements, fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries and Partnerships at the dates specified in the Company Financial Statements and the consolidated results of the operations and changes in financial position of Company and its Subsidiaries and Partnerships for the period covered by the Company Financial Statements.

 

(t) Meta Growth Financial Statements. The Meta Growth Financial Statements fairly present, in all material respects, the consolidated financial position of Meta Growth Inc. at the dates specified in the Meta Growth Financial Statements and the consolidated results of the operations and changes in financial position of Meta Growth Inc. for the period covered by the Meta Growth Financial Statements.

 

(u) Changes. Since the date of the Company Financial Statements, there has not been:

 

(i) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties, prospects, or financial condition of the Company or its Subsidiaries and Partnerships;

 

(ii) any waiver or compromise by the Company or its Subsidiaries of a valuable right or of a material debt owed to it;

 

(iii) any material change outside the ordinary course in any compensation arrangement or agreement with any employee, officer, director or holder of capital stock of the Company or its Subsidiaries and Partnerships;

 

(iv) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets by the Company or its or its Subsidiaries and Partnerships;

 

(v) except as disclosed in the Public Disclosure Documents, any removal of any auditor or director or termination of any officer or other senior employee of the Company or its Subsidiaries and Partnerships;

 

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(vi) any extraordinary loss, whether or not covered by insurance, suffered by the Company or its Subsidiaries and Partnerships;

 

(vii) except as disclosed in the Public Disclosure Documents, any material shortage or any material cessation or material interruption in the shipment of any inventory, supplies or equipment used by the Company or its Subsidiaries and Partnerships;

 

(viii) any resignation or termination of employment of any officer or key employee of the Company or its Subsidiaries and Partnerships that has not been disclosed, to the extent required by applicable Canadian Securities Laws, in the Public Disclosure Documents, (and the Company is not aware of any impending resignation or termination of employment of any such officer or key employee of the Company or its Subsidiaries and Partnerships);

 

(ix) any mortgage, pledge, transfer of a security interest in, or Lien, created by the Company or its Subsidiaries and Partnerships, with respect to any of its material properties or assets, except liens for taxes not yet due or payable, liens that arise in the ordinary course of business and do not materially impair the Company or its or its Subsidiaries and Partnerships ownership or use of such property or assets, or as disclosed in the Public Disclosure Documents;

 

(x) any loans or guarantees made by the Company or its Subsidiaries and Partnerships to or for the benefit of an employee, officer or director, or any member of their immediate families;

 

(xi) any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company;

 

(xii) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or

 

(xiii) any material arrangement or commitment by the Company to do any of the things described in this Section 7.(s).

 

(v) Lending Relationship. Neither the Company nor any Subsidiary (i) has any material lending or other relationship with any bank or lending affiliate of any of the Underwriters, except as disclosed in the Final Prospectus, or (ii) intends to use any of the proceeds from the Offering to repay any outstanding debt owed to any affiliate of any of the Underwriters.

 

(w) Tax Returns, Payments and Elections. Other than as disclosed in the Public Disclosure Documents and other than the tax returns of the Company and certain of its Subsidiaries for the years ended December 2018 and October 2019, the Company and each of its Subsidiaries and Partnerships have filed all federal, provincial and local tax returns that are required to be filed or has requested extensions thereof and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable and all such returns, declarations, remittances and filings are complete and accurate in all material respects, and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of the Company, no examination of any tax return of the Company or its Subsidiaries and Partnerships are currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any taxes that have been paid, or may be payable, by the Company.

 

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(x) Insurance. The Company and each of its Subsidiaries and Partnerships are insured by insurers of recognized financial institutions against such losses and risks and in such amounts as are customary in the businesses in which they are engaged and which the Company reasonably considers adequate for the conduct of its business and the value of its properties. All policies of insurance and fidelity or surety bonds insuring the Company and its Subsidiaries and Partnerships or their respective businesses, assets, employees, officers and directors are in full force and effect. The Company and its Subsidiaries and Partnerships are in compliance with the terms of such policies and instruments in all material respects. There are no material claims by the Company or its Subsidiaries and Partnerships under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; neither the Company nor any of its Subsidiaries and Partnerships has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

 

(y) Minute Books. The minute books and records of the Company and its Subsidiaries and Partnerships have been made available to counsel for the Underwriters (including without limitation in the Data Room) and are all of the minute books and records of the Company. The minute books and corporate records of the Company and its Subsidiaries and Partnerships are up to date and complete in all material respects and contain copies of all material proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders, the directors and all committees of directors of the Company and there have been no other material meetings, resolutions or proceedings of the shareholders, directors or any committees of the directors of the Company to the date hereof not reflected in such minute books and other corporate records.

 

(z) Employee and Labour Matters. Other than in respect of the collective bargaining agreement with the United Food and Commercial Workers Canada, Local 175, the Company or its Subsidiaries and Partnerships are not bound by or subject to (and none of their assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labour union, and no labour union has requested or, to the Company’s knowledge, has sought to represent any of the employees, representatives or agents of the Company or its Subsidiaries and Partnerships. Other than as disclosed in the Public Disclosure Documents or otherwise disclosed to the Underwriters in writing, there is no strike or other labour dispute involving the Company pending, or to the Company’s knowledge threatened against the Company nor is the Company aware of any ongoing labour organization activity involving its employees. The Company and its Subsidiaries and Partnerships have paid its employees and independent contractors in accordance, in all material respects, with applicable laws and any applicable contracts and is not delinquent in the payment of any material wages, salaries, commissions, bonuses, fees or other compensation for services provided to the Company. The Company and its Subsidiaries and Partnerships have complied in all material respects with applicable equal employment opportunity laws and with other laws related to employment.

 

(aa) Suppliers. No supplier (or group of suppliers) that was or is significant to the Company or its Subsidiaries and Partnerships, has given the Company or its Subsidiaries and Partnerships notice or, to the Company’s knowledge, has taken any other action that has given the Company or its Subsidiaries and Partnerships any significant reason to believe that such supplier (or group of suppliers) will cease to supply, restrict the amount supplied, or adversely change its prices or terms to the Company of any products or services that are material to the Company or its Subsidiaries and Partnerships.

 

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(bb) Intellectual Property.

 

(i) The Company and its Subsidiaries and Partnerships own, free and clear of any Liens, or possesses sufficient legal rights to use, all material intellectual property used by it in connection with the Company’s business, which represents all intellectual property rights necessary to the conduct of the Company’s business as now conducted and as presently contemplated to be conducted, without, to the knowledge of the Company, any conflict with, or infringement of, in any material respect, the intellectual property rights of others.

 

(ii) Except as disclosed to the Underwriters in writing, neither the Company nor any of its Subsidiaries and Partnerships has received any communications alleging that they have violated or, by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, rights of privacy, rights in personal data, moral rights, trade secrets or other proprietary rights or processes of any other person or entity. To the Company’s knowledge, no product or service marketed or sold (or presently contemplated to be marketed or sold) by the Company or its Subsidiaries and Partnerships violate any license to which they are a party or infringes any intellectual property rights of any other person or entity. No claim is pending or, to the Company’s knowledge, threatened to the effect that any operations of the Company or its Subsidiaries and Partnerships infringe upon or conflict with the asserted rights of any other person to any intellectual property and, to the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened).

 

(iii) The Company has no knowledge of any of its employees being obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee’s best efforts to promote the interest of the Company or that would conflict with the Company or its Subsidiaries’ and Partnerships’ business. Neither the execution or delivery of this Agreement, nor the carrying on of the Company or its Subsidiaries’ and Partnerships’ business by the employees of the Company, nor the conduct of the Company or its Subsidiaries’ and Partnerships’ business as proposed, will, to the Company’s knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated.

 

(iv) All persons involved in the development of the Company or its Subsidiaries’ Partnerships’ owned intellectual property were at the time employees, consultants or independent contractors of the Company or its Subsidiaries and Partnerships and, for greater certainty, the Company owns the intellectual property arising from their work, except as would not reasonably be expected to have a Material Adverse Effect on the Company. The Company does not believe it is or will be necessary to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company.

 

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(cc) No Illegal Payments. To the knowledge of the Company, (i) neither the Company nor any of its Subsidiaries and Partnerships has, directly or indirectly, (A) made or authorized any contribution, payment or gift of funds or property of the Company or its Subsidiaries and Partnerships or other unlawful expense relating to political activity to any official, employee or agent of any governmental agency, authority or instrumentality of any jurisdiction or any official of any public international organization; or (B) made any direct or indirect contribution from corporate funds to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the Canada Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act of 1977 (United States), the Proceeds of Crime (Money Laundering) and the Terrorist Financing Act (Canada), or Title 18 of the United States Code, Section 1956 and 1957 (United States), or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Company, its Subsidiaries and Partnerships and their operations, and neither the Company nor any of its Subsidiaries and Partnerships have instituted and the Company and its Subsidiaries and Partnerships maintains policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with such laws; and (ii) the operations of the Company and its Subsidiaries and Partnerships are and have been conducted at all times in compliance, in all material respects, with such laws and no suit, action or proceeding by or before any governmental authority or any arbitrator involving the Company or its Subsidiaries and Partnerships with respect to such legislation is in progress, pending or, to the knowledge of Company, threatened;

 

(dd) Money Laundering Laws. The operations of the Company and its Subsidiaries and Partnerships are and have been conducted at all times in compliance, in all material respects, with applicable financial record-keeping and reporting requirements of the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental authority other than any U.S. Federal Cannabis Laws (collectively, the “Applicable Money Laundering Laws”) and no action, suit or proceeding by or before any governmental authority involving the Company or any of its subsidiaries with respect to Applicable Money Laundering Laws is, to the knowledge of Company, pending or threatened;

 

(ee) Registrar and Transfer Agent. Capital Transfer Agency, ULC, at its principal offices in the Toronto, Ontario has been or prior to the Closing Time will be duly appointed as the registrar and transfer agent with respect to the applicable Offered Securities.

 

(ff) Warrant Agent. Capital Transfer Agency, ULC, at its principal offices in the Toronto, Ontario has been or prior to the Closing Time will be duly appointed as the warrant agent pursuant to the Warrant Indenture;

 

(gg) Employee Plans. Except as disclosed in the Public Disclosure Documents and plans established by the Company in the ordinary course for the benefit of the directors, officers, employees and consultants of the Company and its Subsidiaries and Partnerships, there are no employee benefit plans or plans for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Company or its Subsidiaries and Partnerships for the benefit of any current or former director, officer, employee or consultant of the Company or its Subsidiaries and Partnerships.

 

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(hh) Material Contracts and Obligations. All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which the Company or its Subsidiaries and Partnerships are a party or by which it is bound that are (i) material to the conduct and operations of their business and properties; (ii) involve any of the officers, consultants, directors, employees or shareholders of the Company, other than ordinary course agreements relating to employment, consulting, confidentiality, intellectual property or stock options; or (iii) obligate the Company or its Subsidiaries and Partnerships to share, license or develop any Intellectual Property have been disclosed by the Company to the Underwriters and are stored in the Data Room to which the Underwriters have access. Neither the Company nor, to the Company’s knowledge, any other person, is in material default in the observance or performance of any term, covenant or obligation to be performed by it under any such documents and the Company or its Subsidiaries and Partnerships have not received any notice of termination or default under any such documents and no event has occurred which with notice or lapse of time or both would constitute such a default, and all such contracts, agreements and arrangements are in good standing.

 

(ii) Leases. Except as disclosed in the Public Disclosure Documents, each lease with respect to real property to which the Company or its Subsidiaries and Partnerships are a party (collectively the “Leases” and each a “Lease”), is in good standing, in all material respects, creates a good and valid leasehold interest in the lands and premises thereby demised and is in full force and effect. With respect to each Lease: (i) all material rents and additional rents, to the extent due and payable, have been paid to date; (ii) no material waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor; (iii) to the knowledge of the Company, there exists no event of default or event, occurrence, condition or act (including this Offering) which, with the giving of notice, the lapse of time or both, would become a default under the Lease; and (iv) to the knowledge of the Company, all of the covenants to be performed by any other party under the Lease have been fully performed in all material respects. Except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, neither the Company nor any Subsidiary is in default or breach of any Lease, and neither the Company nor any Subsidiary has received any notice or other communication from the owner or manager of any lands and premises leased by the Company or any Subsidiary asserting that the Company or such Subsidiary is not in compliance with any Lease, and to the knowledge of the Company, no such notice or other communication is pending or has been threatened, except as would not have a Material Adverse Effect.

 

(jj) Privacy. To the knowledge of the Company, the Company and its Subsidiaries and Partnerships have: (i) complied at all times and in all material respects with all applicable privacy laws and regulations and contractual obligations regarding the collection, processing, disclosure and use of all data consisting of Personally Identifiable Information that is, or is capable of being, associated with specific individuals; (ii) complied in all material respects with the Company’s privacy policies with respect to Personally Identifiable Information; and (iii) taken all appropriate and industry standard measures to protect from unauthorized disclosure any Personally Identifiable Information that the Company or its Subsidiaries and Partnerships have collected or otherwise acquired. No person has made a claim in writing to the Company, its Subsidiaries and Partnerships or, to the knowledge of the Company, any Governmental Authority that the Company or its Subsidiaries and Partnerships have violated any applicable privacy laws, consumer protection legislation, regulations or other legal requirements or any contractual obligations regarding the collection, processing, disclosure and use of all data consisting of Personally Identifiable Information.

 

(kk) Business of Trading. The Company is not in the business of trading in securities, within the meaning of applicable Canadian Securities Laws.

 

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(ll) Commission. Other than as contemplated herein, the Company has not incurred any obligation or liability, contingent or otherwise, for brokerage fees, finder’s fees, agent’s commission or other similar form of compensation with respect to the transactions contemplated herein.

 

(mm) Non-Disclosure. Each employee of the Company or its Subsidiaries and Partnerships who has access to ‎the confidential information of the Company has executed an agreement that prohibits ‎such person from divulging any confidential information of the Company and prohibits ‎such person from using any such confidential information for any purpose other than for ‎the benefit of the Company or its Subsidiaries and Partnerships or is otherwise bound by obligations to the same effect.‎

 

(nn) Directors and Officers.

 

(i) Other than as disclosed in the Public Disclosure Documents, none of the directors or officers of the Company is or has been subject to prior regulatory, criminal or bankruptcy proceedings in Canada or elsewhere.

 

(ii) There has not been and there is not currently any material disagreement or other material dispute between the Company or its Subsidiaries and Partnerships, and any of their employees, which is adversely affecting or would reasonably be expected to result in a Material Adverse Effect;

 

(iii) To the Company’s knowledge, the Company and its Subsidiaries and Partnerships are in compliance in all material respects with the provisions of applicable worker’s compensation, applicable employee health and safety, training or similar legislation in each jurisdiction where it carries on business.

 

(oo) Cease Trading. No order or ruling suspending the sale or ceasing the trading in any securities of the Company (including the Offered Securities) has been issued by any securities regulator, securities commission or other regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are pending, contemplated or threatened by any regulatory authority.

 

(pp) Legislation. The Company is not aware of any legislation, which could reasonably be expected to have a Material Adverse Effect on the Company or its Subsidiaries and Partnerships.

 

(pp) No Options, etc. to Purchase Assets. Other than as disclosed in the Public Disclosure Documents, no person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or other acquisition from the Company or its Subsidiaries and Partnerships of any of the assets or properties of the Company or its Subsidiaries and Partnerships, outside of the ordinary course.

 

(qq) Condition of Tangible Assets. The buildings, structures, vehicles, equipment, technology and communications hardware and other tangible personal property owned or leased by the Company or its Subsidiaries and Partnerships are structurally sound, in good operating condition and repair having regard to their use and age and are adequate and suitable for the uses to which they are being put. None of such buildings, structures, vehicles, equipment or other property are in need of maintenance or repairs except for routine maintenance and repairs in the ordinary course that are not material in nature or cost.

 

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(rr) Public Disclosure. The information and statements set forth in any Public Disclosure Documents, were true, correct and complete in all material respects, and did not contain any misrepresentation, as of the date of such information or such statements were made.

 

(ss) Reportable Event. There has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) with the auditors of the Company.

 

(tt) No Liens. No Lien has been granted by the Company on any of the assets or properties of the Company other than Existing Liens, and no Lien has been granted by the Company which would require a security interest or lien to be granted in connection with the Offering.

 

(uu) No Changes. Since the respective dates as of which information is given in the Final Offering Documents, except as otherwise stated therein, (i) there has been no Material Adverse Change; (ii) there have been no transactions entered into by the Company, other than those in the ordinary course of business, which are material with respect to the Company; and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its shares.

 

(vv) Share Terms. The rights, privileges, restrictions, conditions and other terms attaching to the Offered Securities will, at the Closing Time and, if applicable, the Over-Allotment Option Closing Time, conform in all material respects to the respective descriptions thereof contained in the Final Offering Documents.

 

(ww) Market Stabilization. Neither the Company nor any of its Subsidiaries and Partnerships has taken, nor will the Company or any of its Subsidiaries and Partnerships take any action which is designed to or which constitutes or might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Securities.

 

(xx) Listing of Shares. The Offered Securities are or will be listed for trading on the TSXV prior to the Closing Date.

 

(yy) Qualification. The Company is qualified under NI 44-101 to file a prospectus in the form of a short form prospectus.

 

(zz) Significant Acquisitions. Except with respect to the Company’s acquisition of Meta Growth Corp. on November 18, 2020 and the definitive agreement dated January 25, 2021, pursuant to which the Company proposes to acquire all of the issued and outstanding shares of Smoke Cartel, Inc., the Company has not completed any “significant acquisition” nor has it ‎entered into a binding agreement in respect of a transaction which has, as of the date hereof, progressed to a state of being a “probable acquisition” (as ‎such terms are defined within the meaning of Item 10 of Form 44-101F1 – Short Form Prospectus) and no proposed acquisition has ‎progressed to a state where a reasonable person would believe that the ‎likelihood of the Company completing the acquisition is high such that ‎Canadian Securities Laws would require the inclusion or incorporation by ‎reference of any additional financial statements or pro forma financial ‎statements in the Prospectus or the filing of a Business Acquisition Report ‎pursuant to Canadian Securities Laws.

 

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(aaa) Forward-Looking Information. The Company has a reasonable basis for disclosing any forward-looking information contained in the Final Offering Documents and is not, as of the date hereof, required to update any such forward looking information pursuant to NI 51-102, and such forward looking information contained in the Final Offering Documents reflects the best currently available estimates and good faith judgments of the management of the Company, as the case may be, as to the matters covered thereby.

 

(bbb) U.S. Offering Memorandum. The Preliminary U.S. Offering Memorandum and the U.S. Offering Memorandum have been prepared in a form customary for a private placement offering of equity securities of a Canadian issuer into the United States pursuant to Rule 144A and Rule 506(b) of Regulation D with a concurrent public offering in Canada, and does not and will not contain any material disclosures regarding the Company or its Subsidiaries and Partnerships other than as set forth in the Prospectus or in any Prospectus Amendment, if any, in each case, that is included therein.

 

(ccc) Foreign Private Issuer. The Company is a “foreign private issuer” as such term is defined in Rule 405 under United States ‎Securities Laws, and the Company is aware of no restriction on the ability of the Underwriters to offer ‎the Offered Securities for sale in the United States or to, or for the account or benefit of, U.S. Persons, through their respective U.S. Affiliate in accordance with the terms and subject to the conditions of ‎Schedule A to this Agreement.

 

Section 10 Commercial Copies

 

The Company shall cause commercial copies of the Final Offering Documents to be printed and delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents. Such delivery of the Final Offering Documents shall be effected as soon as reasonably possible after filing of the Final Prospectus with the Canadian Securities Regulators. Such deliveries shall constitute the consent of the Company to the Underwriters’ use of the Final Offering Documents for the distribution of the Offered Securities in compliance with the provisions of this Agreement, Canadian Securities Laws, and to the extent applicable, United States Securities Laws. The Company shall similarly cause to be delivered commercial copies of any Offering Document Amendments. The commercial copies of the Final Prospectus shall be identical in content to the electronically transmitted versions thereof filed with Canadian Securities Regulators on the System for Electronic Document Analysis and Retrieval (SEDAR).

 

Section 11 Change of the Closing Date

 

(1) Subject to the right of any Underwriter to terminate its obligations under this Agreement in accordance with the termination provisions contained in Section 19, if a material change or a change in a material fact occurs prior to the Closing Date which requires a Prospectus Amendment to be prepared and filed, the Closing Date shall be, unless the Company and the Underwriters otherwise agree in writing or unless otherwise required under Canadian Securities Laws, the fifth Business Day following the later of:

 

(a) the date on which all applicable filings or other requirements of Canadian Securities Laws with respect to such material change or change in a material fact have been complied with in all Qualifying Jurisdictions and any appropriate Passport System receipt(s) obtained for such filings and notice of such filings from the Company or its counsel have been received by the Underwriters; and

 

(b) the date upon which the commercial copies of any Prospectus Amendments have been delivered in accordance with Section 10,

 

provided, however, that the Closing Date shall not be later than February 25, 2021.

 

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Section 12 Completion of Distribution

 

The Underwriters shall, after the Closing Time and, if applicable, the Over-Allotment Option Closing Time, give prompt written notice to the Company when, in the opinion of the Underwriters, they have completed distribution of the Offered Securities or the applicable Additional Securities, as the case may be, including the total proceeds realized in each of the Qualifying Jurisdictions and any other jurisdiction provided that such notice shall be provided on a Business Day no later than 30 days following the date on which such distribution shall have been completed.

 

Section 13 Material Change or Change in Material Fact During Distribution and Other Covenants

 

(1) During the period from the date of this Agreement to the later of the Closing Date and the date of completion of distribution of the Offered Securities under the Final Offering Documents, the Company shall promptly, after receiving notice or obtaining knowledge of such information, notify the Lead Underwriters in writing of the full particulars of:

 

(a) any of the representations or warranties of the Company in this Agreement no longer being true and correct in all material respects;

 

(b) (A) the issuance by any Governmental Authority of any order suspending or preventing the use of the Final Prospectus, the Preliminary U.S. Offering Memorandum, the U.S. Offering Memorandum or any Prospectus Amendment or Offering Memorandum Amendment, (B) the suspension of the qualification of the Common Shares or any other security of the Company for offering or sale in any of the Qualifying Jurisdictions or in the United States or to, or for the account or benefit of, U.S. Persons, (C) the institution, threatening or contemplation of any proceeding for any of those purposes, or (D) any request made by any Governmental Authority to amend or supplement the Final Prospectus, the U.S. Offering Memorandum or any Prospectus Amendment or Offering Memorandum Amendment or for additional information, and the Company will use its reasonable best efforts to prevent the issuance of any such order and, if any such order is issued, to obtain the withdrawal of the order promptly;

 

(c) any material change (whether actual, anticipated, contemplated or proposed by, or threatened) or development involving a prospective material change in the results of operations, condition (financial or otherwise), business, affairs, prospects, assets, properties, liabilities (contingent or otherwise), cash flows, income, business operations or capital of the Company, including any material change to information previously provided to the Underwriters concerning the Company, whether or not arising from transactions in the ordinary course of business;

 

(d) any material fact that has arisen or has been discovered and would have been required to have been stated in any of the Final Offering Documents had the fact arisen or been discovered on, or prior to, the date of such document; and

 

(e) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in any of the Offering Documents, which fact or change is, or may be, in any case, of such a nature as to render any statement in any of the Offering Documents misleading or untrue in any material respect or which would result in a misrepresentation in any of the Offering Documents or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with Canadian Securities Laws or United States Securities Laws.

 

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(2) Subject to Section 7(3), the Company shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws and United States Securities Laws, as a result of a change or occurrence referred to in Section 13(1), provided that the Company shall not file any Prospectus Amendment or other document relating to the Offering pursuant to this Section 13(2) without first obtaining the approval of the Lead Underwriters, on behalf of the Underwriters, after consultation with the Lead Underwriters with respect to the form and content thereof, which approval will not be unreasonably withheld. The Company shall in good faith discuss with the Underwriters any such change or occurrence in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under Section 13(1).

 

(3) The Company covenants and agrees with the Underwriters that it will:

 

(a) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the distribution of the Offered Securities, copies of any filings made by the Company of information relating to the Offering with any securities exchange or any regulatory body in Canada or the United States or any other jurisdiction;

 

(b) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the distribution of the Offered Securities, drafts of any press releases and other public documents of the Company relating the Offering contemplated by this Agreement for review by the Underwriters and the Underwriters’ counsel prior to issuance, provided that any such review will be completed in a timely manner. Any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the 1933 Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation as follows: “Not for distribution to United States newswire services or dissemination in the United States”; provided however, that any press release issued announcing the closing of the Offering shall not bear such legend. In addition, any such press release shall contain the following disclaimer: “This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act; and

 

(c) deliver to the Underwriters, without charge, in Toronto, Ontario contemporaneously with or prior to the filing any Prospectus Amendment, a copy of any document required to be filed by the Company, if any, under Canadian Securities Laws in connection with the Offering.

 

Section 14 Underwriters’ Compensation

 

At the Closing Time and the Over-Allotment Closing Time, the Company shall pay to ATB, on behalf of the Underwriters, (i) a cash fee (the “Cash Commission”) equal to 6.0% of the aggregate gross proceeds received from the sale of the applicable Offered Securities (including for certainty on any exercise of the Over-Allotment Option); and (ii) non-transferable broker warrants (“Broker Warrants”) equal to 6.0% of the sum of Initial Units and Additional Units sold at the applicable time (collectively, with the Cash Commission, the “Underwriters’ Fee”) in consideration of the services to be rendered by the Underwriters in connection with the Offering. Each such Broker Warrant shall be exercisable for the acquisition, for a period of 36 months following the Closing Date, at an exercise price equal to the Purchase Price, of one Common Share (a “BW Share”) and one-half of one Common Share purchase warrant of the Company (each whole such Common Share purchase warrant, a “BW Warrant”), which may be exercised for a period of 36 months following the Closing Date at a price of $0.58 to purchase one Common Share (a “BW Warrant Share”).

 

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The Cash Commission will be netted out of the gross proceeds of the Offering. Notwithstanding the foregoing, the Company may provide to the Underwriters a list of eligible purchasers on a “President’s List” for the Offering for up to a maximum of $4,180,000 in gross proceeds (the “President’s List Purchasers”), in respect of which (i) the Underwriters’ Fee shall be reduced to 3.0% of the aggregate gross proceeds received from the sale of the applicable Offered Securities to the President’s List Purchasers, and (ii) the Broker Warrants shall be reduced to 3.0% of the sum of Initial Units sold at the applicable time to the President’s List Purchasers.

 

For greater certainty, the above noted fees are inclusive of all applicable taxes.

 

Section 15 Delivery of Underwriters’ Fee and the Offered Securities

 

(1) The purchase and sale of the Offered Securities shall be completed at the Closing Time at the offices of Garfinkle Biderman LLP in Toronto, Ontario or at such other place as the Underwriters and the Company may agree upon.

 

(2) At the Closing Time, the Company shall duly deliver the applicable Offered Securities, and at the Over-Allotment Option Closing Time, the Company shall duly deliver the applicable Additional Securities to the Underwriters, in each case, in the form of an electronic deposit pursuant to the non-certificated issue system (the “NCI System”) maintained by CDS Clearing & Depository Services Inc., or in the manner directed by ATB in writing, registered in the name of “CDS & Co.”, or in such other name or names as ATB may notify the Company in writing not less than 48 hours prior to the Closing Time or the Over-Allotment Option Closing Time, as the case may be. The Offered Securities shall be delivered against payment by ATB, on behalf of the Underwriters, of the aggregate purchase price for the Offered Securities, net of the applicable Underwriters’ Fee, by wire transfer of immediately available funds to the accounts specified in writing by the Company and the applicable Additional Securities (if any) shall be delivered against payment by ATB, on behalf of the Underwriters, of the aggregate purchase price for the applicable Additional Securities, net of the applicable Underwriters’ Fee, by wire transfer of immediately available funds to the accounts specified in writing by the Company.

 

(3) In order to facilitate an efficient and timely closing at the Closing Time and the Over-Allotment Option Closing Time, as the case may be, ATB, on behalf of the Underwriters, may choose to initiate wire transfers of immediately available funds prior to the Closing Time or prior to the Over-Allotment Option Closing Time, as the case may be. If ATB does so, the Company agrees that such transfer of funds prior to the Closing Time and prior to the Over-Allotment Option Closing Time, as the case may be, does not constitute a waiver by the Underwriters of any of the conditions of Closing or the Over-Allotment Option Closing set out in this Agreement. Furthermore, the Company agrees that any such funds received by the Company from the Underwriters prior to the Closing Time or prior to the Over-Allotment Option Closing Time, as the case may be, will be held by the Company in trust solely for the benefit of the Underwriters until the Closing Time or the Over-Allotment Option Closing Time, as the case may be, and if the Closing or the Over-Allotment Option Closing, as the case may be, does not occur at the scheduled Closing Time or the Over-Allotment Option Closing Time, as the case may be, such funds shall be immediately returned by wire transfer to ATB, on behalf of the Underwriters, without interest. Upon the satisfaction of the conditions of Closing or the Over-Allotment Option Closing, as the case may be, and the delivery to the Underwriters of the items set out in Section 16, the funds held by the Company in trust for the Underwriters shall be deemed to be delivered by the Underwriters to the Company in satisfaction of the obligation of the Underwriters under this Section 15 and upon such delivery, the trust constituted by this Section 15 shall be terminated without further formality.

 

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Section 16 Delivery of the Offered Securities to Transfer Agent

 

(1) The Company, prior to the Closing Date or the Over-Allotment Option Closing Date, as the case may be, shall make all necessary arrangements for the electronic deposit pursuant to the NCI System of the Offered Securities and the applicable Additional Securities, as the case may be.

 

(2) All fees and expenses payable to the Transfer Agent in connection with the electronic deposit pursuant to the NCI System of the Offered Securities and the applicable Additional Securities, as the case may be, contemplated by this Section 16 and the fees and expenses payable to the Transfer Agent in connection with the initial or additional transfers as may be required in the course of the distribution of the Offered Securities shall be borne by the Company.

 

Section 17 Conditions to Underwriters’ Obligation to Purchase the Offered Securities

 

(1) The obligations of the Underwriters to purchase the Offered Securities at the Closing Time shall be subject to the accuracy of the representations and warranties of the Company contained in this Agreement as of the date of this Agreement and as of the Closing Date, the performance by the Company of their obligations under this Agreement and the following conditions:

 

(a) the Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and to their counsel from Garfinkle Biderman LLP, Canadian counsel to the Company, as to the laws of Canada and the provinces of Ontario, Alberta, British Columbia, and New Brunswick, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws of any of the applicable provinces or territories of Canada (or alternatively, make arrangements to have such opinions directly addressed to the Underwriters, and all of such counsel may rely upon, as to matters of fact, certificates of public officials and officers of the Company), and letters from stock exchange representatives and transfer agents, with respect to the following matters:

 

(i) as to the existence and good standing of the Company under the laws of the Province of Alberta;

 

(ii) as to the adequacy of the corporate power and capacity of the Company to enter into this Agreement and to carry out its obligations hereunder;

 

(iii) as to the authorized and issued capital of the Company;

 

(iv) the Company: (A) is a “reporting issuer” within the meaning of the Canadian Securities Laws, within British Columbia, Alberta and Ontario; and (B) is not in default of any material requirement of the applicable Canadian Securities Laws;

 

(v) upon payment of the purchase price therefor, the Initial Units and if applicable, the Additional Units will be, at the Closing Time or the Over-Allotment Closing Time, as applicable, duly and validly created and authorized and issued, and the underlying Initial Shares and Additional Shares will be validly issued as fully paid non-assessable Common Shares, as applicable;

 

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(vi) upon payment of the purchase price therefor, (A) the Initial Warrants and if applicable, Additional Warrants will be, at the Closing Time or the Over-Allotment Closing Time, as applicable, duly and validly created and issued; (B) once validly created and issued, the Initial Warrants and Additional Warrants will constitute legally binding agreements of the Company, enforceable in accordance with the terms of the Warrant Indenture; and (C) upon the exercise of the Initial Warrants and Additional Warrants in accordance with the provisions of the Warrant Indenture, the Warrant Shares and the Additional Warrant Shares, as applicable, will be validly issued as fully paid non-assessable Common Shares;

 

(vii) the Broker Warrants will be, at the Closing Time or the Over-Allotment Closing Time, as applicable, duly and validly created and issued, will have been authorized and allotted for issuance and upon the issuance thereof and upon the exercise of the Broker Warrants and upon the payment of the applicable exercise price, the underlying BW Shares and BW Warrant will be validly issued as fully paid non-assessable Common Shares; and upon the exercise of the BW Warrants and upon the payment of the applicable exercise price, the underlying BW Warrant Shares will be validly issued as fully paid non-assessable Common Shares;

 

(i) that the Company has all requisite corporate power, capacity and authority under the laws of the Province of Alberta to carry on its businesses as presently carried on and to own its property and assets as described in the Final Offering Documents;

 

(viii) none of: (A) the execution and delivery by the Company of any definitive certificate(s) representing the Offered Securities and the Broker Securities; (B) the performance by the Company of its obligations thereunder; or (C) the sale and issuance of the Offered Securities and the Broker Securities, will conflict with any Canadian Securities Laws, the laws of the Province of Alberta, or result in any breach of, as applicable, the articles and bylaws of the Company or any resolutions of the directors or shareholders of the Company;

 

(ii) that all necessary corporate action has been taken by the Company to authorize (i) the execution and delivery of this Agreement and the performance of its obligations hereunder; (ii) to offer, issue, sell and deliver the Offered Securities and the Broker Securities; (iii) to grant the Over-Allotment Option and offer, issue, sell and deliver the applicable Additional Securities upon exercise of the Over-Allotment Option; and (iv) the delivery and, if applicable, the execution and filing of, the Final Prospectus, and, if applicable, any Prospectus Amendment, under the Canadian Securities Laws in each of the Qualifying Jurisdictions;

 

(iii) that the attributes of the Offered Securities and the Broker Securities conform in all material respects with the descriptions thereof in the Prospectus;

 

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(iv) the forms of definitive certificate representing the Offered Securities and Broker Securities, as applicable, have been duly approved and adopted by the Company, comply with applicable laws of the Province of Alberta and the constating documents of the Company;

 

(v) that this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to customary qualifications for enforceability;

 

(vi) that the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder do not and will not contravene, constitute a default under, or result in any breach or violation of, (A) any term or provision of the constating documents of the Company, or (B) any laws of the Province of Alberta;

 

(vii) that the Transfer Agent has been duly appointed as the registrar and transfer agent for the Common Shares and the Initial Warrants and Additional Warrants;

 

(viii) the Warrant Agent has been duly appointed as warrant agent pursuant to the Warrant indenture;

 

(ix) that no authorization, consent or approval of, or filing, registration, permit, license, decree, qualification or recording with, any Governmental Authority in the Qualifying Jurisdictions is required for the performance by the Company of its obligations under this Agreement, the consummation of the transactions contemplated by this Agreement, other than those that have been obtained or made prior to the Closing Time;

 

(x) ‎subject to the qualifications, assumptions, limitations and ‎understandings set out in the Prospectus under the ‎heading “Eligibility for Investment”, the Offered Securities are ‎qualified investments under the Tax Act for a trust governed by a ‎registered retirement savings plan, a registered retirement income ‎fund, a registered education savings plan, a deferred profit sharing ‎plan, a registered disability savings plan or a tax-free savings account‎;

 

(xi) that, subject to the qualifications, assumptions, limitations and restrictions referred to under the heading “Certain Canadian Federal Income Tax Considerations” in the Final Offering Documents, the statements made therein, to the extent that such statements summarize matters of law or legal conclusions, fairly summarize the matters described therein in all material respects; and

 

(xii) that all necessary documents have been filed, all requisite proceedings have been taken, all legal requirements have been fulfilled and all necessary approvals, permits, consents and authorizations of the Canadian Securities Regulators have been obtained, in each case by the Company to qualify the Offered Securities for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered in such categories under the applicable laws of the Qualifying Jurisdictions and who have complied with the relevant provisions of such applicable law.

 

(b) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters from Nauth LPC, U.S. counsel to the Company, which counsel in turn may rely upon, as to matters of fact, certificates of public officials and officers of the Company, and letters from stock exchange representatives and transfer agents, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule A hereto) will not be required under the 1933 Act.

 

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(c) The Underwriters shall have received prior to or at the Closing Time a legal opinion, in form and substance satisfactory to the Underwriters, acting reasonably, regarding the Specified Subsidiaries that:

 

(i) each Specifed Subsidiary is a corporation duly incorporated and existing under the laws of its jurisdiction of incorporation, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and

 

(ii) each Specifed Subsidiary is either (i) directly or indirectly wholly owned by the Company; or (ii) controlled by the Company.

 

(d) The Underwriters shall have received, from each of the Current Auditors, the Company’s Former Auditors and Meta Growth Corp.’s Former Auditors, at the Closing Time a “bring-down” comfort letter dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company, confirming the continued accuracy of the comfort letter to be addressed to the Underwriters and the directors of the Company pursuant to Section 7(1)(c) with such changes as may be necessary to bring the information in such letter forward to a date not more than one Business Day prior to the Closing Date, provided such changes are acceptable to the Underwriters, acting reasonably.

 

(e) The Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Underwriters (and if required for opinion purposes, to counsel to the Underwriters) signed by two senior officers of the Company, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to the articles, by-laws and other constating documents of the Company, all resolutions of the board of directors of the Company relating to this Agreement and the transactions contemplated hereby, and the incumbency and specimen signatures of signing officers of the Company.

 

(f) The Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Underwriters and signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company or other senior officers of the Company acceptable to the Underwriters, certifying for and on behalf of the Company and without personal liability after having made due enquiry and after having examined the Offering Documents, that:

 

(i) since the date as of which information is given in the Offering Documents there has been no Material Adverse Change and that no material transaction has been entered into by the Company or its Subsidiaries and Partnerships other than as disclosed in the Offering Documents;

 

(ii) the Final Offering Documents (except any Underwriters’ Information) do not contain a misrepresentation and contain full, true and plain disclosure of all material facts relating to the Offered Securities and the Company;

 

(iii) no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Company has been issued by any Governmental Authority and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any Governmental Authority;

 

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(iv) the Company has complied in all material respects with the terms and conditions of this Agreement on its part to be complied with at or prior to the Closing Time; and

 

(v) the representations and warranties of the Company contained in this Agreement and in any certificates or other documents delivered by the Company pursuant to or in connection with this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct in all material respects as of that date only and in respect of any representations and warranties that are subject to a materiality qualification, in which case they will be true and correct in all respects;

 

and all of those matters will in fact be true and correct in all material respects as at the Closing Time.

 

(g) The Company and each of its “reporting insiders” (as defined in National Instrument 55-104 – Insider Reporting Requirements and Exemptions) will have executed a lock-up agreement in such form as is approved by the Underwriters.

 

(h) The Company shall have duly notified the TSXV of the issuance of the applicable Offered Securities and completed all necessary filings for the listing of the applicable Offered Securities on the TSXV and the TSXV shall not have objected thereto or denied the listing thereof.

 

(i) The Company shall have complied in all material respects with the terms and conditions of this Agreement on its part to be complied with at or prior to the Closing Time.

 

(j) The Underwriters shall have received the Underwriters’ Fee in respect of the Offered Securities.

 

(k) The Underwriters shall have received such other closing certificates, opinions, receipts, agreements or documents as the Underwriters or their counsel may reasonably request.

 

Section 18 Conditions to the Underwriters’ Obligations to Purchase the Additional Securities

 

The several obligations of the Underwriters to purchase the Additional Securities hereunder are subject to the accuracy in all material respects of the representations and warranties of the Company contained in this Agreement as of the date of this Agreement and as of the Closing Date and the Over-Allotment Option Closing Date, the performance by the Company of its obligations under this Agreement, the delivery to the Underwriters on the Over-Allotment Option Closing Date of letters dated the Over-Allotment Option Closing Date substantially similar to the letters referred to in Section 17 and certificates dated the Over-Allotment Option Closing Date substantially similar to the certificates referred to in Section 17(1)(f) (in each case as if references therein to the “Closing Date” were references to the “Over-Allotment Option Closing Date” and references to the “Closing Time” were references to the “Over-Allotment Option Closing Time”), and such other documents as the Underwriters may reasonably request with respect to the Company and the delivery of the Additional Securities.

 

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Section 19 Rights of Termination

 

(1) If, prior to the Closing Time, or the Over-Allotment Option Closing Time, as applicable,

 

(a) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order is made or issued under or pursuant to any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including without limitation the TSXV or any securities regulatory authority), other than an inquiry, investigation, proceeding or order based upon the activities of the Underwriters, or there is a change in any law, rule or regulation, or the interpretation or administration thereof, which, in the reasonable opinion of the Underwriters, operates to prevent, restrict or otherwise seriously adversely affects the distribution or trading of the Common Shares or any other securities of the Company or the market price or value of the Common Shares or the Offered Securities;

 

(b) there shall occur or come into effect any material change in the business, affairs (including, for greater certainty, any change to the board of directors or executive management of the Company, including the departure of the Company’s CEO, CFO, COO or president (or persons in equivalent positions)), financial condition or financial prospects of the Company, any change in any material fact or new material fact, or there should be discovered any previously undisclosed fact which, in each case, in the reasonable opinion of the Underwriters, has or could reasonably be expected to seriously adversely affect the market price, value or marketability of the Offered Securities;

 

(c) there should develop, occur or come into effect or existence any event, action, state, or condition or any action, law or regulation, inquiry, including, without limitation, terrorism, accident or major financial, political or economic occurrence of national or international consequence, any escalation in the severity of the COVID-19 pandemic from the date of this Agreement or any action, government, law, regulation, inquiry or other occurrence of any nature, which, in the reasonable opinion of the Underwriters, seriously adversely affects or involves, or may seriously adversely affect or involve, the financial markets in Canada or the U.S. or the business, operations or affairs of the Company;

 

(d) an order shall have been made or threatened to cease or suspend trading in securities of the Company, or to otherwise prohibit or restrict in any manner the distribution or trading of the Common Shares or the Offered Securities, or proceedings are announced or commenced for the making of any such order by any securities regulatory authority or similar regulatory or judicial authority or the TSXV; or

 

(e) the Company is in breach of any material term, condition or covenant of this Agreement that may not be reasonably expected to be remedied prior to the Closing Time or any representation or warranty given by the Company becomes false,

 

any of the Underwriters shall be entitled, at its option and in accordance with Section 19(2), to terminate its obligations under this Agreement by written notice to that effect given to the Company at or prior to the Closing Time, or the Over-Allotment Option Closing Time, as applicable.

 

(2) The rights of termination contained in Section 19(1) may be exercised by any of the Underwriters with respect to the obligation of such Underwriter, and are in addition to any other rights or remedies that any of the Underwriters may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of the terminating Underwriter(s) to the Company, or on the part of the Company to the terminating Underwriter(s), except in respect of any liability which may have arisen prior to or may arise after such termination under Sections 20, 21 and 23. A notice of termination given by an Underwriter under Section 19(1) not apply to or be binding upon any other Underwriter.

 

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Section 20 Indemnity

 

(1) Rights of Indemnity

 

(a) The Company agrees to indemnify and save harmless each of the Underwriters and affiliates and its directors, officers, employees, partners and agents (including, for greater certainty, Selling Firms), and each person, if any, controlling any Underwriter (collectively, the “Indemnified Parties” and individually an “Indemnified Party”) from and against all losses, costs, expenses, claims, suits, proceedings, actions, damages and liabilities (other than losses of profit or other consequential damages), including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims, commenced or threatened, and any and all expenses whatsoever including the reasonable fees and expenses of counsel of any Underwriter that may be incurred in investigating, preparing for and/or defending any action, suit, proceeding, investigation or claim made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the “Claims”), to which an Indemnified Party may become subject insofar as the Claims are caused by, result from, arise out of or are based upon, directly or indirectly:

 

(i) any information or statement (except any Underwriters’ Information) contained in any Offering Document, marketing materials or Marketing Materials Amendment, or in any certificate or other document of the Company delivered pursuant to this Agreement that at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation;

 

(ii) any order made or enquiry, investigation or proceedings commenced or threatened by any securities commission, stock exchange, court or other competent authority, or any change of law or interpretation of administration thereof which prevents or restricts the trading in or the sale or distribution of the Offered Securities in the Qualifying Jurisdictions or in the United States;

 

(iii) the non-compliance or alleged non-compliance, or a breach or violation or alleged breach or violation, by the Company with any of its obligations under Canadian Securities Laws or United States Securities Laws; or

 

(iv) any breach by the Company of its representations, warranties, covenants or obligations to be complied with under this Agreement or under any other document delivered pursuant to this Agreement.

 

(2) Notwithstanding the foregoing, if and only to the extent that and when a court of competent jurisdiction, in a final judgment from which no appeal can be made, has determined that a Claim resulted primarily and directly from an Indemnified Party’s fraud, gross negligence, bad faith or willful misconduct, the indemnity provided for in this Section 20 shall cease to apply to such Indemnified Party in respect of such Claim and such Indemnified Party shall promptly reimburse the Company for any funds advanced to such Indemnified Party in respect of such Claim. For greater certainty, the Company and the Underwriters agree that they do not intend that any failure by any Underwriter to conduct such reasonable investigation as necessary to provide the Underwriters with reasonable grounds for believing the Offering Documents contained no misrepresentation shall constitute “fraud”, “wilful misconduct” or “gross negligence” for purposes of this Section 20 or otherwise disentitle the Underwriters from indemnification or contribution from an indemnifying party under this Agreement.

 

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(3) If any Claim is asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered to be sought pursuant to Section 20(1), such Indemnified Party will notify the Company in writing, as soon as reasonably practicable of the nature of such Claim (but failure or delay to so notify of any potential Claim shall not relieve the Company from any liability which it may have to any Indemnified Party except that any failure to so notify the Company of any actual Claim shall affect the Company’s liability only to the extent that it is materially prejudiced by such failure or delay). The Company shall assume the defence of any suit brought to enforce such Claim; provided, however, that:

 

(a) the defence shall be conducted through legal counsel reasonably acceptable to the Indemnified Party; and

 

(b) no settlement of any such Claim or admission of liability may be made by the Company without the prior written consent of the Indemnified Parties or unless such settlement, compromise or judgment: (A) includes an unconditional release of each Indemnified Party from all liability arising out of such Claim; and (B) does not include a statement as to or an admission of fault, culpability or failure to act, by or on behalf of any Indemnified Party.

 

(4) With respect to any Indemnified Party who is not a party to this Agreement, the Underwriters shall obtain and hold the rights and benefits of this Section 20 in trust for and on behalf of such Indemnified Party.

 

(5) In any Claim, an Indemnified Party shall have the right to retain one other counsel in each jurisdiction to act on its behalf, provided that the fees and disbursements of such counsel shall be paid by such Indemnified Party, unless:

 

(a) the Company and the Indemnified Party shall have mutually agreed to the retention of the other counsel;

 

(b) the named parties to any such Claim (including any added third or impleaded party) include both the Indemnified Party and the Company, and the Indemnified Party shall have reasonably concluded that there may be legal defences available to the Indemnified Party that are different or in addition to those available to the Company or the Indemnified Party shall have been advised in writing by legal counsel that the representation of both parties by the same counsel would be inappropriate due to the actual or potential differing interests between them; or

 

(c) the Company shall not have assumed responsibility for the Claim and retained acceptable counsel within 14 days following receipt by the Company of notice of any such Claim from the Indemnified Party;

 

provided, however, that no settlement of any such Claim or admission of liability may be made by the Indemnified Party without the prior written consent of the Company, which consent will not be unreasonably withheld or delayed, but further provided that the Indemnifying Party will be liable for the settlement of any such Claim effected without its prior written consent if (i) the Indemnified Party shall have requested the Indemnifying Party to reimburse the Indemnified Party for the fees and expenses of counsel, (ii) the settlement is entered into more than 45 days after receipt by the Indemnifying Party of such request, (iii) the Indemnifying Party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iv) the Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement.

 

(6) The rights and remedies accorded to the Indemnified Parties under this Section 20 are not exclusive and shall not limit any rights or remedies which may be available to any Indemnified Party at law, in equity or otherwise.

 

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Section 21 Contribution

 

(1) In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in Section 20 would otherwise be available in accordance with its terms but is, for any reason, held to be unavailable to, or unenforceable by the Underwriters, or enforceable otherwise than in accordance with its terms, the Company, on the one hand, and the Underwriters, on the other hand, shall:

 

(a) contribute to the aggregate of all claims, expenses, costs and liabilities and all losses of a nature contemplated by Section 20 in such proportions so that the Indemnified Parties shall be responsible for the portion represented by the percentage that the aggregate Underwriters’ Fee payable to the Underwriters hereunder bears to the aggregate offering price of the Offered Securities, and the Company shall be responsible for the balance, whether or not they have been sued or sued separately; and

 

(b) if the allocation provided by Section 21(1)(a) above is not permitted by applicable law, the Company and the Indemnified Parties shall contribute such proportions as is appropriate to reflect not only the relative benefits referred to in Section 21(1)(a) above but also the relative fault of the Company, on the one hand, and the Indemnified Parties, on the other hand, in connection with the Claim or Claims which resulted in such losses, claims, damages, liabilities, costs or expenses, as determined by final judgment of a court of competent jurisdiction, as well as any other relevant equitable considerations;

 

provided, however, that: (a) the Indemnified Parties shall not in any event be liable to contribute, in the aggregate, any amounts in excess of such aggregate Underwriters’ Fee or any portion of such fee actually received under this Agreement; (b) each Indemnified Party shall not in any event be liable to contribute, individually, any amount in excess of such Indemnified Party’s portion of the aggregate Underwriters’ Fee or any portion of such fee actually received by the applicable Underwriter under this Agreement; and (c) no party who has been determined by a court of competent jurisdiction in a final, non-appealable judgment to have engaged in any fraud, wilful misconduct, bad faith, or gross negligence in connection with the Claim or Claims which resulted in such losses, claims, damages, liabilities, costs or expenses shall be entitled to claim contribution from any person who has not been determined by a court of competent jurisdiction in a final, non-appealable judgment to have engaged in such fraud, wilful misconduct, bad faith, or gross negligence in connection with such Claim or Claims.

 

(2) The rights to contribution provided in this Section 21 shall be in addition to and not in derogation of any other right to contribution which the Indemnified Parties may have by statute or otherwise at law or in equity.

 

(3) In the event that the Company may be held to be entitled to contribution from the Indemnified Parties under the provisions of any statute or at law, the Company shall be limited to contribution in an amount not exceeding the lesser of:

 

(a) the portion of the full amount of the loss or liability giving rise to such contribution for which the Indemnified Parties are responsible, as determined in Section 21(1)(a); and

 

(b) the amount of the Underwriters’ Fee actually received by the Indemnified Parties under this Agreement;

 

and an Underwriter shall in no event be liable to contribute any amount in excess of such Underwriter’s portion of the Underwriters’ Fee actually received under this Agreement.

 

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(4) If the Underwriters have reason to believe that a claim for contribution may arise, they shall give the Company notice of such claim in writing, as soon as reasonably possible, but failure or delay to so notify the Company shall not relieve the Company of any obligation which it may have to the Underwriters under this Section 21.

 

(5) With respect to this Section 21, the Company acknowledges and agrees that the Underwriters are contracting on their own behalf and as agents for their affiliates, directors, officers, employees and agents, and each person, if any, controlling any Underwriter or any of its subsidiaries and each shareholder of any Underwriters.

 

(6) The rights and remedies provided for in this Section 21 are not exclusive and shall not limit any rights or remedies which may be available to any party at law, in equity or otherwise.

 

Section 22 Severability

 

If any provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision shall be severable from this Agreement.

 

Section 23 Expenses

 

(1) Subject to Section 23(2), whether or not the transactions contemplated by this Agreement shall be completed, all expenses of or incidental to the issue, sale and delivery of the Offered Securities and all reasonable expenses of or incidental to all other matters in connection with the transactions set out in this Agreement shall be borne by the Company, including, without limitation, all fees and expenses payable in connection with the qualification of the Offered Securities for distribution and expenses with respect to the delivery of the Offered Securities, all fees relating to arranging for clearance and settlement arrangements, all fees and disbursements of counsel to the Company (including local counsel), all fees and expenses of the Company’s auditors, accountants, translators, consultants and other advisors, all costs incurred in connection with the preparation, translation, filing and printing of the Offering Documents, the marketing materials and any Marketing Materials Amendment, “green sheets” and certificates, if any, representing the Offered Securities (including any transfer taxes and any stamp or other duties payable upon the sale, issuance and delivery of the Offered Securities to the Underwriters), all filing fees, fees of counsel and expenses incurred by the Company or reasonably incurred by the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the ‘Blue Sky’ laws and, if requested by the Underwriters, preparing and printing a ‘Blue Sky Survey’ or memorandum, and any supplements thereto, and advising the Underwriters of such qualifications, registrations and exemptions, the fees and expenses of the Transfer Agent, the fees and expenses relating to the preparation, issuance and delivery of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Offered Securities, all reasonable expenses associated with any roadshows and marketing and due diligence activities of the Company, and all taxes eligible in respect of any of the foregoing.

 

(2) Whether or not the transactions contemplated by this Agreement shall be completed, the Company shall be responsible for (a) the fees and disbursements of the Underwriters’ Canadian legal counsel incurred in connection with the Offering (in an amount not to exceed C$125,000, plus taxes and disbursements), (b) the fees and disbursements of the Underwriters’ U.S. legal counsel; and (c) the reasonable out-of-pocket expenses of the Underwriters (not related to legal fees of the Underwriters) incurred in connection with the Offering, including, without limitation, any advertising, marketing, roadshow, printing, courier, telecommunications, data searches, presentation, travel, entertainment and other expenses, together with all taxes eligible in respect of any of the foregoing.

 

(3) All fees and expenses incurred by the Underwriters which are required to be borne by the Company hereunder, shall be payable by the Company promptly upon receiving an invoice therefor from the Underwriters.

 

(4) To the extent applicable, all expenses and other amounts payable under the terms of this Agreement shall be paid without any set-off.

 

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Section 24 Obligations to Purchase

 

(1) Subject to the terms and conditions of this Agreement, the obligation of the Underwriters to purchase the Offered Securities at the Closing Time or the Additional Securities at the Over-Allotment Option Closing Time, as the case may be, shall be several and not joint (nor joint and several) and shall be limited to the percentage of the Offered Securities or the Additional Securities, as the case may be, set out opposite the name of the respective Underwriters below:

 

ATB Capital Markets     42.5 %
         
Echelon Wealth Partners Inc.     42.5 %
         
Beacon Securities Limited     7.5 %
         
Desjardins Securities Inc.     7.5 %
         
Total     100 %

 

(2) Subject to Section 24(4), if an Underwriter (a “Refusing Underwriter”) shall fail to purchase its applicable percentage of the Offered Securities or the applicable Additional Securities, as the case may be (the “Defaulted Securities”), at the Closing Time or the Over-Allotment Option Closing Time, as the case may be, the remaining Underwriters (the “Continuing Underwriters”) will be entitled, at their option, to purchase, severally and not jointly (nor jointly and severally), all but not less than all of the Defaulted Securities on a pro rata basis among the Continuing Underwriters or in any other proportion agreed upon in writing by such Continuing Underwriters. If no such arrangement has been made and the number of Defaulted Securities to be purchased by the Refusing Underwriters is less than 10% of the total number of the Offered Securities or the applicable Additional Securities, as the case may be, the Continuing Underwriters will be obligated to purchase, severally and not jointly (or jointly and severally), the Defaulted Securities on the terms set out in this Agreement in such proportions, provided that the Continuing Underwriters shall have the right to postpone the Closing Time or the Over-Allotment Option Closing Time, as applicable, for such period not exceeding five Business Days as they shall determine and notify the Company in order that the required changes, if any, to the Final Offering Documents or to any other documents or arrangements may be effected. If the number of Defaulted Securities to be purchased by the Refusing Underwriters is equal to or greater than 10% of the total number of the Offered Securities or the applicable Additional Securities, as the case may be, the Continuing Underwriters will not be obliged to purchase the Defaulted Securities and, the Company shall have the right to either proceed with the sale of the Offered Securities (less the Defaulted Securities) to the Continuing Underwriters or terminate its obligations to the Continuing Underwriters, except pursuant to Section 20 and Section 21. Nothing in this Section 24 shall obligate the Company to sell to any or all of the Underwriters less than all of the Offered Securities to be sold at the Closing Time or shall relieve any Refusing Underwriter from liability to the Company or any Continuing Underwriter in respect of its default hereunder.

 

40

 

(3) If the amount of the Offered Securities or the applicable Additional Securities, as the case may be, that the Continuing Underwriters wish to purchase exceeds the amount of the Offered Securities or the applicable Additional Securities, as the case may be, that would otherwise have been purchased by an Underwriter that is in default, Offered Securities or the applicable Additional Securities, as the case may be, shall be divided pro rata among the Continuing Underwriters desiring to purchase such Offered Securities or the applicable Additional Securities, as the case may be.

 

(4) In the event that one or more but not all of the Underwriters shall exercise their right of termination under Section 19, the Continuing Underwriters shall have the right, but shall not be obligated, to purchase all of the percentage of the Offered Securities or the applicable Additional Securities, as the case may be, that would otherwise have been purchased by such Underwriters which have so exercised their right of termination. If the amount of such Offered Securities or the applicable Additional Securities, as the case may be, that the Continuing Underwriters wish, but are not obliged, to purchase exceeds the amount of such Offered Securities or the applicable Additional Securities, as the case may be, which remain available for purchase, Offered Securities or the applicable Additional Securities, as the case may be, shall be divided pro rata among the Underwriters desiring to purchase such Offered Securities or the applicable Additional Securities, as the case may be.

 

Section 25 Restrictions of Further Issuances and Sales

 

During the period beginning on the Closing Date and ending on the date that is 90 days after the Closing Date, the Company shall not, directly or indirectly, without the prior written consent of the Co-Lead Underwriters, on behalf of the Underwriters, which consent shall not unreasonably be withheld or delayed, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Company, other than (i) as contemplated by this Agreement or in the Offering Documents; (ii) in connection with grants of incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, employee stock purchase plans, or other similar issuances pursuant to the equity incentive plan of the Company and other share compensation arrangements or Employee Plans (collectively, “Equity Awards”); (iii) upon the exercise of outstanding Equity Awards and common share purchase warrants of the Company; (iv) as consideration in connection with an acquisition of assets or of a business or entity, a consolidation, merger, combination or plan of arrangement, or a transaction or series of transactions entered into in response to an unsolicited bid by a third party to engage in any of the foregoing transactions (it being understood that, for the avoidance of doubt, the Company shall be entitled to rely on this subparagraph (iv) in order to issue Common Shares in order to satisfy the obligations of the Company in respect of existing agreements, including the agreement in respect of the Company’s proposed acquisition of Smoke Cartel, Inc.); (v) pursuant to rights or obligations under securities or instruments outstanding on the date hereof or issued as permitted by subparagraph (i), (ii) or (iv), above; (vi) in settlement of outstanding indebtedness of the Company to arm’s length third parties (including, the issuance of Common Shares in settlement of principal and interest payable on the outstanding debt instruments of the Company), subject to a maximum of $2.0 million for the settlement of principal and interest payable thereon at currently prevailing conversion prices; or (vii) the issuance of securities by the Company in connection with acquisitions and consulting and services ‎agreements entered into with arms length parties, in each case in the normal course of the Company’s ‎business‎. In addition, and subject to certain exceptions, all “reporting insiders” (as defined in National Instrument 55-104 – Insider Reporting Requirements and Exemptions) of the Company shall agree, prior to the Closing Date, not to sell, or agree to sell (or announce any intention to do so), any Common Shares or equity securities of the Company or securities exchangeable or convertible into Common Shares for a period of 90 days from the Closing Date without the prior written consent of the Co-Lead Underwriters, which consent shall not be unreasonably withheld.

 

41

 

Section 26 Stabilization

 

In connection with the distribution of the Offered Securities, the Underwriters and the Selling Firms, if any, may over-allot or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market, in compliance with applicable Canadian Securities Laws and the rules and regulations of applicable stock exchanges. Those stabilizing transactions, if any, may be discontinued at any time.

 

Section 27 Survival of Representations and Warranties

 

The representations, warranties, obligations and agreements of the Company contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Offered Securities shall survive the purchase of the Offered Securities, with such representations, warranties, obligations and agreements of the Company to survive and continue in full force and effect for a period ending on the latest date under: (a) in the case of a non-U.S. holder of the Offered Securities, applicable Canadian laws that such holder of the Offered Securities may be entitled to commence an action or exercise a right of rescission with respect to a misrepresentation contained in the Prospectus or any Prospectus Amendment, and (b) in the case of a U.S. holder of the Offered Securities, applicable U.S. laws that such holder of the Offered Securities may be entitled to commence an action with respect to an untrue statement of a material fact contained in the U.S. Offering Memorandum or any Offering Memorandum Amendment or an omission to state in the U.S. Offering Memorandum or any Offering Memorandum Amendment a material fact that is necessary to make a statement contained in the U.S. Offering Memorandum or any Offering Memorandum Amendment, in light of the circumstances in which it was made, not misleading; provided, however, (i) the representations, warranties, obligations and agreements of the Company contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Offered Securities shall survive during the pendency of any Claim commenced prior to the expiry of either of the foregoing periods, including all appeals thereof, and (ii) the indemnification obligations of the Company set forth in Section 20 shall survive indefinitely; and, in each case, the representations, warranties, obligations and agreements of the Company contained in this Agreement shall continue in full force and effect unaffected by any subsequent disposition of the Offered Securities by the Underwriters or the termination of the Underwriters’ obligations and shall not be limited or prejudiced by any investigation made by or on behalf of the Underwriters in connection with the preparation of the Offering Documents or the distribution of the Offered Securities.

 

Section 28 Time and Assignment

 

(1) Time is of the essence in the performance of the parties’ respective obligations under this Agreement.

 

(2) The terms and provisions of this Agreement will be binding upon and inure to the benefit of the Company and the Underwriters and their respective successors and assigns; provided that, except as otherwise provided in this Agreement, this Agreement will not be assignable by any party without the written consent of the others and any purported assignment without such consent will be invalid and of no force and effort.

 

42

 

Section 29 Governing Law

 

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

 

Section 30 No Fiduciary Duty

 

The Company hereby acknowledges that (i) the offer and sale of the Offered Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters, on the other hand; (ii) each Underwriter is acting as principal and not as an agent or fiduciary of the Company; and (iii) the Company’s engagement of the Underwriters in connection with the Offering and the process leading up to the Offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that any Underwriter has rendered advisory services of any nature or respect, or owes an agency, fiduciary or similar duty to the Company in connection with such transaction or the process leading thereto.

 

Section 31 Notice

 

(1) Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “notice”) shall be in writing addressed as follows:

 

(a) if to an Underwriter, addressed and sent in accordance with the details noted below:

 

ATB Capital Markets Inc.

66 Wellington Street West

Suite 3530, Toronto, ON

M5K 1A1

 

Attention: Adam Carlson
Email: acarlson@atb.com

 

And

 

Echelon Wealth Partners Inc.

1 Adelaide Street East

Suite 2100, Toronto, ON

M5C 2V9

 

Attention: Peter Graham
Email: pgraham@echelonpartners.com

 

And

 

Desjardins Securities Inc.

25 York St.

Suite 1000, Toronto, ON

M5J 2V5

 

Attention: William Tebbutt
E-mail: bill.tebbutt@desjardins.com

 

And

 

43

 

Beacon Securities Limited

66 Wellington Street West

Suite 4050, Toronto, ON

M5K 1H1

 

Attention: Mario Maruzzo
E-mail: mmaruzzo@beaconsecurities.ca

 

and in each case with a copy (which shall not constitute notice) sent to:

 

Stikeman Elliott LLP

5300 Commerce Court West

199 Bay Street

Toronto, Ontario

M5L 1B9

 

Attention: Donald Belovich
E-mail: dbelovich@stikeman.com

 

(b) if to the Company, addressed and sent to:

 

High Tide Inc.

11127 15th Street N.E.

Unit 112, Calgary, AB

T3K 2M4

 

Attention: Raj Grover
Email: raj@hightideinc.com

 

with a copy (which shall not constitute notice) sent to:

 

Garfinkle Biderman LLP

1 Adelaide Street East

Suite 801, Toronto, ON M5C 2V9

 

Attention: Shimmy Posen
Email: sposen@garfinkle.com

 

or to such other address as any of the parties may designate by giving notice to the others in accordance with this Section 31.

 

(2) Each notice shall be personally delivered to the addressee or sent by e-mail to the addressee and:

 

(a) a notice that is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and

 

(b) a notice that is sent by e-mail shall be deemed to be given and received on the first Business Day following the day on which it is sent.

 

44

 

Section 32 Authority of ATB and Underwriters

 

ATB is hereby authorized by each of the other Underwriters to act on its behalf, and the Company shall be entitled to and shall act on any notice given in accordance with Section 31 jointly by ATB or any agreement entered into by or on behalf of the Underwriters by ATB, which represent and warrant that they have irrevocable authority to bind the Underwriters, except in respect of: (i) a settlement of an indemnity claim pursuant to Section 20, which settlement shall be made by the Indemnified Party; or (ii) a notice of termination pursuant to Section 18, which notice may be given by any of the Underwriters exercising such right. ATB shall, where practicable, consult with the other Underwriters concerning any matter in respect of which they act as representative of the Underwriters.

 

Section 33 Counterparts

 

This Agreement may be executed by the parties to this Agreement in counterpart and may be executed and delivered by electronic transmission and all such counterparts and electronic transmissions shall together constitute one and the same agreement.

 

Section 34 Entire Agreement

 

(1) The terms and conditions of this Agreement represents the entire agreement between the parties and supersede any previous verbal or written agreement between the Underwriters (or any of them) and the Company with respect to the subject matter hereof.

 

(2) If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this Agreement where indicated below and returning the same to the Underwriters upon which this letter as so accepted shall constitute an agreement among us.

 

Section 35 Representations and Warranties of the Underwriters

 

(1) Each Underwriter severally, an not jointly (nor jointly and severally), hereby represents and warrants to the Company, and acknowledges that the Company is relying upon such representations and warranties, that:

 

(a) such Underwriter and its U.S. Affiliate, if any, is registered or qualified, as applicable, to offer and sell the Offered Securities in the Qualifying Jurisdictions, and, if applicable, the United States, as contemplated by this Agreement and the Offering Documents;

 

(b) such Underwriter and its U.S. Affiliate, if any, is a valid and subsisting corporation existing in good standing under the laws of the jurisdiction in which it is incorporated;

 

(c) such Underwriter and its U.S. Affiliate, if any, has all requisite power and authority and good and sufficient right and authority to enter into, deliver and carry out its obligations under this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein;

 

(d) in respect of the offer and sale of Offered Securities, such Underwriter and its U.S. Affiliate, if any, have complied with the provisions of this Agreement in all material respects and with all applicable Canadian Securities Laws (including the rules and policies of the Investment Industry Regulatory Organization of Canada) and applicable United States Securities Laws, as applicable, in the jurisdictions in which either of them offers the Offered Securities;

 

45

 

(e) such Underwriter and its U.S. Affiliate, if any, is (i) duly registered pursuant to the provisions of applicable Canadian Securities Laws and applicable United States Securities Laws, as the case may be, (ii) duly registered or licensed as a broker-dealer or an investment dealer in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement, and (iii) in good standing with any applicable governmental agency or self-regulatory organization governing such registration or license, or if or where not so registered or licensed, such Underwriter and its U.S. Affiliate, if any, has acted only through members of a Selling Firm who are so registered or licensed; and

 

(f) such Underwriter and its U.S. Affiliate, if any, and their representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Offered Securities in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or other telecommunications, including electronic display or the internet, or otherwise or conducted any seminar or meeting concerning the offer or sale of the Offered Securities whose attendees have been invited by any general solicitation or general advertising.

 

(2) Each Underwriter makes the representations, warranties and covenants applicable to it in Schedule A hereto and acknowledges that the terms and conditions of the representations, warranties and covenants of the parties contained in Schedule A form a part of this Agreement.

 

(3) The representations and warranties of each of the Underwriters contained in this Agreement shall be true at the Closing Time or the Over-Allotment Option Closing Time, as applicable, as though they were made at the applicable time and they shall not survive the completion of the transactions contemplated under this Agreement but shall terminate on the completion of the distribution of the Offered Securities.

 

[Remainder of this page is intentionally left blank. Signature page follows.]

 

46

 

  ATB CAPITAL MARKETS INC.
     
  By: “Adam Carlson
    Name: Adam Carlson
    Title: Managing Director, Investment Banking
     
  ECHELON WEALTH PARTNERS INC.
     
  By: “Peter Graham’
    Name: Peter Graham
    Title: Managing Director, Investment Banking
     
  BEACON SECURITIES LIMITED
     
  By: “Mario Maruzzo”
    Name: Mario Maruzzo
    Title: Managing Director
     
  DESJARDINS SECURITIES INC.
     
  By: “William Tebbutt
    Name: William Tebbutt
    Title:  Managing Director

 

47

 

The foregoing offer is accepted and agreed to as of the date first above written.

 

  HIGH TIDE INC.
   
  By: “Raj Grover”
    Name: Raj Grover
    Title: Chief Executive Officer
     
48

 

Schedule A

UNITED STATES OFFERS AND SALES

 

1. Definitions

 

As used in this Schedule A, the following terms shall have the meanings indicated:

 

Directed Selling Efforts” means directed selling efforts as that term is defined in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule A, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Securities and shall include, without limitation, the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of any of the Offered Securities;

 

Disqualification Event” means any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D;

 

Foreign Issuer” means “foreign issuer” as that term is defined in Rule 902(e) of Regulation S;

 

General Solicitation” and “General Advertising” mean “general solicitation” and “general advertising”, respectively, as used in Rule 502(c) under the 1933 Act, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

 

Investment Company Act” means the United States Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder;

 

Offered Securities” means, together, the Initial Units and the Additional Securities, if any.

 

Offshore Transaction” means and “offshore transaction” as that term is defined in Rule 902(h) of Regulation S;

 

QIB Certificate” means the Qualified Institutional Buyer Letter in the form attached as Exhibit I to the U.S. Offering Memorandum;

 

Qualified Institutional Buyers” has the meaning given to it in Rule 144A;

 

Regulation S” means Regulation S adopted by the SEC under the 1933 Act;

 

Substantial U.S. Market Interest” means “substantial U.S. market interest” as that term is defined in Rule 902(j) of Regulation S;

 

U.S. Accredited Investor” means an “accredited investor” within the meaning of Rule 501(a) of Regulation D; and

 

U.S. Accredited Investor Certificate” means the U.S. Accredited Investor Certificate in the form attached as Exhibit II to the U.S. Offering Memorandum.

 

All other capitalized terms used but not otherwise defined in this Schedule A shall have the meanings given to them in the Underwriting Agreement to which this Schedule A is attached and of which this Schedule A forms a part.

 

A - 1

 

2. Representations, Warranties and Covenants of the Company

 

The Company represents, warrants and covenants to the Underwriters and their U.S. Affiliates that:

 

  (a) it is, and at each closing will be, a Foreign Issuer that reasonably believes that there is no Substantial U.S. Market Interest in its Common Shares;

 

  (b) neither the Company nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates or any members of the banking and selling group formed by them, as to whom the Company makes no representation), has taken or will knowingly take any action that would cause the applicable exemption or exclusion from registration under the 1933 Act provided by Rule 144A, Regulation D or Rule 903 of Regulation S (or any other U.S. private resale exemption thereunder being relied upon in connection with offers and sales of the Offered Securities, including any applicable U.S. state securities laws) to be unavailable for offers and sales of the Offered Securities pursuant to the Agreement and this Schedule A;

 

  (c) The Company acknowledges that the Offered Securities have not been and will not be registered under the 1933 Act or any state securities laws and that the Offered Securities may be offered and sold only in transactions exempt from or not subject to the registration requirements of the 1933 Act and applicable state securities laws. Except with respect to offers and sales in accordance with the Underwriting Agreement (including this Schedule “A”) to, or for the account or benefit of, persons in the United States or U.S. persons that are (i) Qualified Institutional Buyers in reliance upon the exemption from registration provided by Rule 144A, and (ii) Substituted Purchasers that are U.S. Accredited Investor in reliance on Rule 506(b) of Regulation D, and, in each case, pursuant to similar exemptions under applicable state securities laws, neither the Company nor any of its affiliates, nor any person acting on any their behalf (other than the Underwriters, the U.S. Affiliates or any members of the banking and selling group formed by them, as to whom the Company makes no representation), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any of the Offered Securities to, or for the account or benefit of, a person in the United States or a U.S. Person; or (B) any sale of the Offered Securities unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States and not a U.S. Person, or (ii) the Company, its affiliates, and any person acting on any of their behalf reasonably believe that the purchaser is outside the United States and not a U.S. Person;

 

  (d) none of the Company, any of its affiliates or any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates or any members of the banking and selling group formed by them, as to whom the Company makes no representation) (i) has offered or will knowingly offer to sell, or has solicited or will solicit offers to buy, any of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Person, by means of any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the 1933 Act; (ii) has made or will make any Directed Selling Efforts; or (iii) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Securities;

 

  (e) the Offered Securities are not, and as of the Closing will not be, and no securities of the same class as the Offered Securities are: (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act; (ii) quoted in an “automated inter-dealer quotation system”, as such term is used in the U.S. Exchange Act; or (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) upon issuance of less than ten percent for securities so listed or quoted;

 

A - 2

 

  (f) for so long as any of the Offered Securities which have been sold in the United States in reliance upon Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act, and if the Company is not subject to and in compliance with the reporting requirements of Section 13 or 15(d) of, or exempt from reporting pursuant to Rule 12g3-2(b) under, the U.S. Exchange Act, the Company will furnish to any holder of the Offered Securities in the United States and any prospective purchaser of the Offered Securities designated by such holder in the United States, upon request of such holder, the information required to be delivered pursuant to Rule 144A(d)(4) under the 1933 Act (so long as such requirement is necessary in order to permit holders of the Offered Securities to effect resales under Rule 144A);

 

  (g) the Company is not, and after giving effect to the offering of the Offered Securities and the application of the proceeds as contemplated herein and the U.S. Offering Documents will not be, registered as an investment company nor will it be required to register as an investment company within the meaning of the Investment Company Act;

 

  (h) the Company has not, for a period beginning six months prior to the commencement of the Offering, sold, offered for sale or solicited any offer to buy any of the Company’s securities, and will not do so during the Offering or for a period of six months following the completion of this Offering, in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration set forth in Rule 506(b) of Regulation D to become unavailable with respect to the offer and sale of the Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons;

 

  (i) none of the Company or any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D;

 

  (j) With respect to the Offered Securities offered and sold in reliance on Rule 506(b) of Regulation D, none of the Company, any of its predecessors, any affiliated issuer that is issuing the Offered Securities in this Offering, any director, executive officer, or other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale of the Offered Securities (but excluding the Regulation D Underwriters (as defined below), as to whom no representation, warranty or covenant is made) (each, a “Company Covered Person” and, collectively, the “Company Covered Persons”) is subject to a Disqualification Event. The Company will notify the Underwriters in writing, prior to any Closing Date of (i) any Disqualification Event relating to a Company Covered Person not previously disclosed to the Underwriters in accordance with this section, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Company Covered Person. As of any Closing Date, the Company is not aware of any person (other than any Regulation D Underwriter Covered Person (as defined below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the offer and sale of any of the Offered Securities pursuant to Rule 506(b) of Regulation D;

 

  (k) none of the Company or any of its predecessors or affiliates has had the registration of a class of securities under the U.S. Exchange Act revoked by the U.S. Securities and Exchange Commission pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder; and

 

  (l) the Company will, within the prescribed time periods after the first sale of the Offered Securities in the United States, prepare and file any forms or notices required under the 1933 Act or any state securities laws in connection with the sale of the Offered Securities with the SEC and with all applicable state securities regulators.

 

A - 3

 

3. Representations, Warranties and Covenants of the Underwriters

 

Each Underwriter and U.S. Affiliate jointly and not severally (but not jointly with any other Underwriter or its respective U.S. Affiliate), acknowledges, represents, warrants and covenants to the Company that:

 

  (a) acknowledges that the Offered Securities have not been and will not be registered under the 1933 Act or any state securities laws and the Offered Securities may be offered and sold only in transactions exempt from or not subject to the registration requirements of the 1933 Act and applicable state securities laws. It has offered for sale the Offered Securities only as follows: (a) in Offshore Transactions in accordance with Rule 903 of Regulation S; or (b) offers of the Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons that are (i) Qualified Institutional Buyers, and (ii) Substituted Purchasers that are U.S. Accredited Investors purchasing in transactions that are exempt from the registration requirements of the 1933 Act pursuant to Rule 144A and Rule 506(b) of Regulation D, respectively, and similar exemptions under applicable U.S. state securities laws, as provided in paragraphs (b) through (*) below. Accordingly, none of the Underwriter, its U.S. Affiliate, any of their affiliates or any persons acting on behalf of any of them, has made or will make (except as permitted in paragraphs (b) through (*) below) any: (x) offer to sell, or any solicitation of an offer to buy, any of the Offered Securities to, or for the account or benefit of, any person in the United States or any U.S. Person; (y) any sale of the Offered Securities to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States and not a U.S. Person, or such Underwriter, U.S. Affiliate, affiliate or person acting on any of their behalf reasonably believed that such purchaser was outside the United States and not a U.S. Person; or (z) Directed Selling Efforts

 

  (b) the sale of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons will be made only by the Underwriters or their respective U.S. Affiliates, acting as agents, (i) pursuant to Rule 144A to persons who are, or are reasonably believed by them to be, Qualified Institutional Buyers, or (ii) pursuant to Rule 506(b) of Regulation D to Substituted Purchasers that are U.S. Accredited Investors, and in each case, in compliance with any applicable state securities laws of the United States. Each Qualified Institutional Buyer shall have made the representations, warranties and agreements set forth in the QIB Certificate and each U.S. Accredited Investor shall have made the representations, warranties and agreement set forth in the U.S. Accredited Investor Certificate;

 

  (c) each offeree of the Offered Securities in the United States, or that is purchasing for the account or benefit of a U.S. Person, shall be provided with a copy of either the Preliminary U.S. Offering Memorandum or the U.S. Offering Memorandum. Each purchaser of the Offered Securities in the United States, or that is purchasing for the account or benefit of a U.S. Person, shall be provided, prior to time of purchase of any of the Offered Securities with a copy of the U.S. Offering Memorandum;

 

  (d) the Offered Securities have not been and will not be registered under the 1933 Act or any U.S. state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the 1933 Act and applicable state securities laws. It has not offered and sold, and will not offer and sell, any of the Offered Securities except to persons it reasonably believes to be Qualified Institutional Buyers or U.S. Accredited Investors;

 

  (e) it and its affiliates, including its U.S. Affiliate, have not, either directly or through a person acting on its or their behalf, solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, any of the Offered Securities in the United States by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the 1933 Act;

 

A - 4

 

  (f) it has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Securities except with its U.S. Affiliate, any selling group members or with the prior written consent of the Company. It shall require its U.S. Affiliate and each selling group member to agree, for the benefit of the Company, to comply with, and shall use its commercially reasonable efforts to ensure that its U.S. Affiliate and each selling group member complies with, the provisions of this Schedule “A” applicable to the Underwriter as if such provisions applied directly to its U.S. Affiliate and such selling group member; all offers and sales of the Offered Securities in the United States shall be made by the Underwriter through its U.S. Affiliate (which on the dates of such offers and sales was and will be duly registered as a broker-dealer under the U.S. Exchange Act and under all applicable state securities laws and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.) or otherwise pursuant to Rule 15a-6 under the U.S. Exchange Act in accordance with all applicable broker-dealer laws and in compliance with this Schedule A;

 

  (g) each U.S. Affiliate offering the Offered Securities to Qualified Institutional Buyers pursuant to Rule 144A in the United States is a Qualified Institutional Buyer;

 

  (h) it will solicit (and will cause its U.S. Affiliate to solicit, as applicable) offers for the Offered Securities in the United States and to or for the account or benefit of U.S. Persons only to, and it and they have offered and solicited only from and to persons it reasonably believes, and immediately prior to making any such offer, it had reasonable grounds to believe and did believe, to be Qualified Institutional Buyers or U.S. Accredited Investors;

 

  (i) it will inform (and will cause its U.S. Affiliate to inform, as applicable) all purchasers of the Offered Securities in the United States or purchasing for the account or benefit of U.S. Persons or who were purchasing the Offered Securities in the United States that the Offered Securities have not been and will not be registered under the 1933 Act and are being offered and sold to such purchasers without registration under the 1933 Act in reliance upon Rule 144A and Rule 506(b) of Regulation D under the 1933 Act and similar exemptions from applicable state securities laws, as applicable, and that the Offered Securities are “restricted securities” and may not be exercised, offered, sold, pledged or otherwise transferred except pursuant to a registration statement under United States federal and state securities laws or an available exemption from such registration requirements and in compliance with the restrictions set forth in the documents and agreements governing such securities;

 

  (j) none of the Underwriter, its U.S. Affiliate or any person acting on any of their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the offering of the Offered Securities contemplated hereby;

 

  (k) with respect to the Offered Securities offered in reliance on Rule 506(b) of Regulation D, neither the Underwriter nor its affiliates (including its U.S. Affiliate) (collectively, the “Regulation D Underwriters”), any general partner or managing member of the Regulation D Underwriters, any director, executive officer or other officer of the Regulation D Underwriters participating in the offering of the Offered Securities or general partner or managing member of the Regulation D Underwriters or any officer, employee or agent of the Regulation D Underwriters or general partner or managing member of the Regulation D Underwriters that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the offer and sale of any of the Offered Securities (each, a “Regulation D Underwriter Covered Person” and collectively, the “Regulation D Underwriter Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event contemplated by Rule 506(d)(2) of the 1933 Act and a description of which has been furnished in writing to the Company prior to the date hereof. Each Regulation D Underwriter will notify the Company in writing, prior to any Closing Date of (i) any Disqualification Event relating to any Regulation D Underwriter Covered Person not previously disclosed to the Company in accordance with this section, and (ii) any event that would, with the passage of time, become a Disqualified Event relating to any Regulation D Underwriter Covered Person. As of the Closing Date, the Underwriter is not aware of any person (other than any Regulation D Underwriter Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the offer and sale of any of the Offered Securities pursuant to Rule 506(b) of Regulation D;

 

A - 5

 

  (l) prior to the Closing Time, it will deliver duly completed and executed (i) QIB Certificates from each purchaser purchasing as a Qualified Institutional Buyer, and (ii) U.S. Accredited Investor Certificates from each purchaser purchasing as a U.S. Accredited Investor;

 

  (m) it acknowledges that the Broker Securities have not been and will not be registered under the 1933 Act or the securities laws of any state of the United States. In connection with the issuance of the Broker Warrants to it, it represents, warrants and covenants that (i) it is acquiring the Broker Warrants as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Broker Warrants in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iii) the Agreement was executed and delivered outside the United States. The Underwriter acknowledge and agree that the Broker Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is exempt from registration under the U.S. Securities Act and the applicable securities laws of any state of the United States; and

 

  (n) at Closing, it and its U.S. Affiliates will either (i) provide a certificate, substantially in the form of Annex 1 to this Schedule A, or (ii) be deemed to have represented and warranted to the Company as of the Closing Time that neither it nor they offered or sold any of the Offered Securities in the United States.

 

A - 6

 

ANNEX 1 TO SCHEDULE A

UNDERWRITERS’ CERTIFICATE

 

In connection with the private placement of Initial Units and Additional Securities, if any, (the “Offered Securities”) of High Tide Inc. (the “Corporation”) in the United States, the undersigned, being one of the several Underwriters referred to in the underwriting agreement dated as of February 16, 2021, among the Corporation and the Underwriters (the “Underwriting Agreement”), and the placement agent in the United States for such Underwriter (the “U.S. Affiliate”), do hereby certify that:

 

1. the U.S. Affiliate is, and was on the date of each offer and sale of Offered Securities in the United States, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the laws of each state in which such offer or sale was made (unless exempted from the respective state’s broker-dealer registration requirements), and is a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc., and all offers and sales of the Securities in the United States have been and will be effected by the U.S. Affiliate in accordance with all U.S. broker-dealer requirements;

 

2. we acknowledge that the Offered Securities have not been registered under the 1933 Act or any applicable state securities laws and may not be offered or sold within the United States except pursuant to an available exemption from the registration requirements of the 1933 Act and applicable state securities laws;

 

3. neither we nor our representatives have utilized, and neither we nor our representatives will utilize, any form of General Solicitation or General Advertising;

 

4. each offeree was provided with the U.S. Offering Memorandum, and we have not used and will not use any written material other than the U.S. Offering Memorandum;

 

5. immediately prior to transmitting any of the foregoing materials to offerees, we had reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer or U.S. Accredited Investor, and on the date hereof, we continue to believe that each offeree that purchases Securities from us is a Qualified Institutional Buyer or U.S. Accredited Investor;

 

6. we obtained and delivered to the Corporation, for acceptance at the Closing a duly executed QIB Certificate from each Qualified Institution Buyer and a duly executed U.S. Accredited Investor Certificate from each U.S. Accredited Investor; and

 

7. the offering of the Offered Securities has been conducted by us in accordance with the Underwriting Agreement, including Schedule A thereto.

 

Terms used in this certificate have the meanings given to them in the Underwriting Agreement (including Schedule A thereto) unless otherwise defined herein.

 

Dated this ____ day of __________, 2021.

 

  [INSERT NAME OF UNDERWRITER]     [INSERT NAME OF U.S. AFFILIATE]
         
By:     By:  
  Name:     Name:
  Title:     Title:

 

A - 7

 

SCHEDULE B

CANNABIS LICENSES

 

[Redacted for confidentiality reasons (commercially sensitive information)]

 

B - 1

EXHIBIT 99.132

 

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons authorized to sell such securities.

 

The securities offered under this short form prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States of America (the “United States” or “U.S.”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) (“U.S. Persons”) unless exemptions from the registration requirements of the U.S. Securities Act and the securities laws of the applicable state of the United States are available. This short form prospectus does not constitute an offer to sell or a solicitation or an offer to buy any of the securities offered hereby within the United States or to, or for the benefit of, U.S. Persons. See “Plan of Distribution”.

 

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of High Tide Inc., at Unit 112, 11127 - 15 Street N.E. Calgary, Alberta T3K 2M4, Telephone: 1-403-703-4272, E-mail ir@hightideinc.com, and are also available electronically on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.

 

SHORT FORM PROSPECTUS

 

New Issue February 16, 2021

 

 

 

High Tide Inc.

 

$20,000,000
41,666,666 Units

$0.48 per Unit

 

This short form prospectus (the “Prospectus”) qualifies the distribution of 41,666,666 units (the “Units”) of High Tide Inc. (the “Corporation” or “High Tide”) at a price of $0.48 per Unit (the “Offering Price”) for aggregate gross proceeds of approximately $20,000,000 (the “Offering”). Each Unit consists of one common share in the capital of the Corporation (a “Unit Share”) and one half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances in accordance with the terms of the Warrant Indenture (as defined hereinafter), one common share in the capital of the Corporation (a “Warrant Share”) at an exercise price of $0.58 until the date that is 36 months following the Closing Date (as defined hereinafter). The Warrants will be governed by a warrant indenture (the “Warrant Indenture”) to be entered into on or before the Closing Date between the Corporation and Capital Transfer Agency, ULC (the “Warrant Agent”), as warrant agent. See “Description of Securities Being Distributed”.

 

1

 

The Offering is being undertaken pursuant to the terms of an underwriting agreement dated February 16, 2021 (the “Underwriting Agreement”), entered into by and between the Corporation and ATB Capital Markets Inc. (“ATB”) and Echelon Wealth Partners Inc. (“Echelon”) as co-lead underwriters and joint bookrunners (the “Co-Lead Underwriters”), together with Beacon Securities Limited, and Desjardins Securities Inc. (collectively with the Co-Lead Underwriters, the “Underwriters”). The Underwriting Agreement replaces and supersedes the amended and restated engagement agreement dated February 2, 2021, previously entered into by and between the Corporation, ATB, and Echelon. The terms of the Offering, including the Offering Price, were determined by arm’s length negotiation between the Corporation and the Co-Lead Underwriters. See “Plan of Distribution”.

 

The common shares in the capital of the Corporation (the “Common Shares”) are currently listed and posted for trading on the TSX Venture Exchange (the “TSXV”) under the symbol “HITI”, on the Frankfurt Stock Exchange (the “FSE”) under the symbol “2LY”, and on the OTCQB Venture Market (the “OTC”) under the symbol “HITIF”. The closing price of the Common Shares on the TSXV, the OTC, and the FSE on February 1, 2021, the date of the announcement of the Offering, was, at the end of the trading day but prior to the announcement of the Offering, $0.55, US$0.4358, and €0.38 per Common Share, respectively. On February 12, 2021, the last trading day of the TSXV and the OTC prior to the date of this Prospectus, the closing price of the Common Shares was $0.77 and US$0.615, respectively. On February 15, 2021, the last trading day of the FSE prior to the date of this Prospectus, the closing price of the Common Shares was €0.56.

 

The TSXV has conditionally approved the listing of (i) the Unit Shares, (ii) the Warrant Shares, (iii) the Additional Shares (as hereinafter defined), (iv) the Common Shares issuable on the exercise of the Additional Warrants (as hereinafter defined), the Broker Warrants (as hereinafter defined), and the Warrants comprising the Broker Warrant Units (as defined hereinafter), and (v) the Warrants on the TSXV. Listing will be subject to the Corporation fulfilling all of the listing requirements of the TSXV.

 

    Price to the
Public(1)
    Underwriters’
Fee(2)(4)
    Net Proceeds to the
Corporation(3)
 
                         
Per Unit   $ 0.48     $ 0.0288     $ 0.4512  
                         
Total   $ 20,000,000     $ 1,200,000     $ 18,800,000  

 

Notes:

(1) The Offering Price was determined by arm’s length negotiation between the Corporation and the Co-Lead Underwriters with reference to the prevailing market price of the Common Shares.
(2) The Corporation has agreed to pay the Underwriters a cash fee (the “Underwriters’ Fee”) equal to 6.0% of the gross proceeds of the Offering, including any gross proceeds raised on the exercise of the Over-Allotment Option (a defined hereinafter). The Underwriters’ Fee shall be reduced to 3.0% in respect of sales to purchasers on an agreed upon president’s list (the “President’s List”) up to $4,180,400. As additional compensation, the Corporation has agreed to issue to the Underwriters such number of non-transferable broker warrants (the “Broker Warrants”) to purchase such number of Units as is equal to 6.0% of the aggregate number of Units sold under the Offering (including any Additional Units (as defined hereinafter)). The number of Broker Warrants shall be reduced to 3.0% in respect of sales to purchasers on the President’s List. Each Broker Warrant entitles the holder thereof to purchase one Unit (each, a “Broker Warrant Unit”) at an exercise price equal to the Offering Price at any time on or before the date that is 36 months after the Closing Date. The Broker Warrant Units will have the same terms as the Units. This Prospectus also qualifies the distribution of the Broker Warrants to the Underwriters. The figures presented in the table above assume that no Units are sold to purchasers on the President’s List. See “Plan of Distribution”.
(3) After deducting the Underwriters’ Fee, but before deducting the expenses of the Offering (estimated to be approximately $350,000), which together with the Underwriters’ Fee, will be paid from the gross proceeds of the Offering, with the net proceeds to the Corporation expected to be $18,800,000 (prior to giving effect to the exercise of the Over-Allotment Option).
(4) The Corporation has granted the Underwriters an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part, from time to time, for a period of 30 days from and including the Closing Date (the “Over-Allotment Deadline”), to purchase up to an additional 6,249,999 Units (the “Additional Units”) at the Offering Price per Additional Unit to cover the Underwriters’ over-allocation position, if any, and for market stabilization purposes. The Over-Allotment Option may be exercised by the Underwriters to acquire: (i) up to 6,249,999 Additional Units at the Offering Price, (ii) up to 6,249,999 additional Unit Shares (the “Additional Shares”), at a price of $0.44, (iii) up to 3,124,999 additional Warrants (the “Additional Warrants”), at a price of $0.08, or (iv) any combination of the Additional Units, the Additional Shares, and the Additional Warrants, provided that (A) the aggregate number of Additional Units does not exceed 6,249,999, (B) the aggregate number of Additional Shares does not exceed to 6,249,999, and (C) the aggregate number of Additional Warrants does not exceed 3,124,999. The Additional Warrants will have the same terms as the Warrants. The Over-Allotment Option is exercisable by the Underwriters giving notice to the Corporation prior to the Over-Allotment Deadline, which notice shall specify the number of Additional Units, Additional Shares and/or Additional Warrants to be purchased. If the Over-Allotment Option is exercised in full, the total “Price to the Public”, “Underwriters’ Fee” and “Net Proceeds to the Corporation”, before deducting the expenses of the Offering, will be $22,999,999, $1,380,000, and $21,619,999, respectively. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Additional Units, Additional Shares and Additional Warrants issuable upon exercise of the Over-Allotment Option. A purchaser who acquires securities (including, but not limited to the Additional Units, Additional Shares and Additional Warrants) forming part of the Underwriters’ over-allocation position acquires such securities under the Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “Plan of Distribution”.

 

2

 

The following table sets forth the maximum number of securities that may be issued by the Corporation pursuant to the exercise of the Over-Allotment Option and the Broker Warrants:

 

Underwriters’
Position
  Maximum Number of
Securities Available
  Exercise Period   Exercise Price
             
Over-Allotment Option(1)   6,249,999 Additional Units

6,249,999 Additional Shares

3,124,999 Additional Warrants
  For a period of 30 days from and including the Closing Date   $0.48 per Additional Unit

$0.44 per Additional Share

$0.08 per Additional Warrant
             
Broker Warrants(2)   2,874,999 Broker Warrants(3)   For a period of 36 months from the Closing Date   $0.48 per Broker Warrant Unit

 

Notes:

(1) This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Additional Units, Additional Shares and Additional Warrants issuable upon exercise of the Over-Allotment Option. See “Plan of Distribution”.
(2) This Prospectus qualifies the distribution of the Broker Warrants. See “Plan of Distribution”.
(3) Assumes (i) the exercise in full of the Over-Allotment Option, and (ii) that there were no sale of Units to purchasers on the President’s List.

 

Unless the context otherwise requires, when used herein, all references to the “Offering” include the exercise of the Over-Allotment Option, all references to “Units” include the Additional Units issuable upon exercise of the Over-Allotment Option, all references to “Unit Shares” include the Additional Shares issuable upon exercise of the Over-Allotment Option, all references to “Warrants” include the Additional Warrants issuable upon exercise of the Over-Allotment Option, and all references to “Warrant Shares” include the Common Shares issuable upon exercise of the Additional Warrants, all references to “Broker Warrants” include the Broker Warrants issuable upon exercise of the Over-Allotment Option, and all references to “Broker Warrant Units” include the Broker Warrant Units issuable upon exercise of the Broker Warrants issuable in connection with the exercise of the Over-Allotment Option.

 

The Underwriters, as principals, conditionally offer the Units, subject to prior sale, if, as and when issued by the Corporation and delivered to and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement (see “Plan of Distribution”), and subject to the approval of certain legal matters on behalf of the Corporation by Garfinkle Biderman LLP and on behalf of the Underwriters by Stikeman Elliott LLP. In connection with the Offering, and subject to applicable laws, the Underwriter may over-allocate or effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those that otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters may offer the Units at a lower price than stated above. See “Plan of Distribution”.

 

Subscriptions for the Units will be received subject to rejection or allotment in whole or in part and the Underwriters reserve the right to close the subscription books at any time without prior notice. Closing of the Offering is expected to take place on February 18, 2021 or such other date as may be agreed upon by the Corporation and the Underwriters, but in any event not later than 42 days after the date of the receipt for this Prospectus (the “Closing Date”).

 

It is anticipated that the Units will be delivered under the book-based system through CDS Clearing and Depository Services Inc. (“CDS”) or its nominee and deposited in electronic form. A purchaser of the Units will receive only a customer confirmation from the registered dealer from or through which such Units are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold such Units on behalf of owners who have purchased such Units in accordance with the book-based system. No certificates will be issued unless specifically requested or required. Notwithstanding the foregoing, all Units, Unit Shares and Warrants offered and sold in the United States or to or for the account or benefit of U.S. Persons who are “accredited investors” (as such term is defined in Rule 501(a) of Regulation D promulgated under the U.S. Securities Act) (the “U.S. Accredited Investors”), and who are not “qualified institutional buyers” as such term is defined in Rule 144A under the U.S. Securities Act (“Qualified Institutional Buyers”) will be issued in certificated, individually registered form. See “Plan of Distribution”.

 

The Underwriters propose to offer the Units initially at the Offering Price specified above. After the Underwriters have made a reasonable effort to sell all of the Units at the Offering Price, the Underwriters may subsequently reduce the selling price to investors from time to time in order to sell any of the Units remaining unsold. Any such reduction will not affect the proceeds received by the Corporation. See “Plan of Distribution”.

 

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INVESTING IN THE UNITS IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK AND SHOULD ONLY BE MADE BY PERSONS WHO CAN AFFORD THE TOTAL LOSS OF THEIR INVESTMENT. A PROSPECTIVE PURCHASER SHOULD THEREFORE REVIEW THIS PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN IN THEIR ENTIRETY AND CAREFULLY CONSIDER THE RISK FACTORS DESCRIBED UNDER THE SECTION “RISK FACTORS” IN THIS PROSPECTUS AND IN THE 2020 META CIRCULAR (AS DEFINED HEREINAFTER), WHICH IS AVAILABLE UNDER THE CORPORATION’S ISSUER PROFILE ON SEDAR AT WWW.SEDAR.COM, PRIOR TO INVESTING IN THE UNITS. SEE “CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION” AND “RISK FACTORS”. PROSPECTIVE PURCHASERS ARE ADVISED TO CONSULT THEIR OWN LEGAL COUNSEL AND OTHER PROFESSIONAL ADVISERS IN ORDER TO ASSESS INCOME TAX, LEGAL AND OTHER ASPECTS OF THEIR PROPOSED INVESTMENT IN THE UNITS.

 

PROSPECTIVE PURCHASERS SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS. THE CORPORATION AND THE UNDERWRITERS HAVE NOT AUTHORIZED ANYONE TO PROVIDE PROSPECTIVE PURCHASERS WITH INFORMATION DIFFERENT FROM THAT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS. THE UNDERWRITERS ARE OFFERING TO SELL AND SEEKING OFFERS TO BUY THE UNITS ONLY IN JURISDICTIONS WHERE, AND TO PERSONS TO WHOM, SUCH OFFERS AND SALES ARE LAWFULLY PERMITTED. PROSPECTIVE PURCHASERS SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE COVER PAGE OF THIS PROSPECTUS OR THE RESPECTIVE DATES OF THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN. THE CORPORATION’S BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THAT DATE. THE CORPORATION DOES NOT UNDERTAKE TO UPDATE THE INFORMATION CONTAINED IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE HEREIN, EXCEPT AS REQUIRED BY APPLICABLE CANADIAN SECURITIES LAWS.

 

ATB AND ECHELON, THE CO-LEAD UNDERWRITERS, PROVIDED VARIOUS CUSTOMARY FINANCIAL ADVISORY SERVICES AND RESEARCH COVERAGE TO AND FOR THE CORPORATION AND META GROWTH (AS DEFINED HEREINAFTER), RESPECTIVELY, IN CONNECTION WITH THE ARRANGEMENT (AS DEFINED HEREINAFTER). THE SERVICES PROVIDED BY ECHELON TO AND FOR META GROWTH IN CONNECTION WITH THE ARRANGEMENT WERE PROVIDED PRIOR TO META GROWTH BECOMING A WHOLLY-OWNED SUBSIDIARY OF THE CORPORATION. META GROWTH IS A “RELATED ISSUER” OF THE CORPORATION WITHIN THE MEANING OF NATIONAL INSTRUMENT 33-105 - UNDERWRITING CONFLICTS (“NI 33-105”), AND AS A RESULT OF THE FOREGOING RELATIONSHIPS, THE CORPORATION MAY BE CONSIDERED A “CONNECTED ISSUER” OF ATB AND ECHELON WITHIN THE MEANING OF NI 33-105 FOR THE PURPOSES OF APPLICABLE CANADIAN SECURITIES LAWS. SEE “RELATIONSHIP WITH THE UNDERWRITERS” AND “USE OF PROCEEDS”.

 

THE TSXV HAS CONDITIONALLY APPROVED THE LISTING OF (I) THE UNIT SHARES, (II) THE WARRANT SHARES, (III) THE ADDITIONAL SHARES, (IV) THE COMMON SHARES ISSUABLE ON THE EXERCISE OF THE ADDITIONAL WARRANTS, THE BROKER WARRANTS, AND THE WARRANTS COMPRISING THE BROKER WARRANT UNITS, AND (V) THE WARRANTS ON THE TSXV. LISTING WILL BE SUBJECT TO THE CORPORATION FULFILLING ALL OF THE LISTING REQUIREMENTS OF THE TSXV. THERE IS CURRENTLY NO MARKET THROUGH WHICH THE WARRANTS MAY BE SOLD AND PURCHASERS MAY NOT BE ABLE TO RESELL THE WARRANTS PURCHASED UNDER THIS PROSPECTUS. THIS MAY AFFECT THE PRICING OF THE WARRANTS IN THE SECONDARY MARKET, THE TRANSPARENCY AND AVAILABILITY OF TRADING PRICES, THE LIQUIDITY OF THE WARRANTS AND THE EXTENT OF ISSUER REGULATION. See “Risk Factors”.

 

Following the announcement of the Offering, Mr. Rahim Kanji, Mr. Vahan Ajamian, and Mr. Shimmy Posen, the Chief Financial Officer, the Vice President Capital Markets, and the Corporate Secretary of the Corporation, respectively (collectively, the “Participating Insiders”) expressed an intention to participate in the Offering and acquire up to an aggregate of 2,914,167 Units pursuant to the Offering. Each of the Participating Insiders would be purchasers included in the President’s List, and accordingly, the Underwriters’ Fee and the number of Broker Warrants shall be reduced to 3.0% in respect of the sale of Units to such Participating Insiders. The participation of the Participating Insiders in the Offering would constitute a “related party transaction”, as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions (“MI 61-101”), and would require the Corporation to receive minority shareholder approval for, and obtain a formal valuation for the subject matter of, the transaction in accordance with MI 61-101, prior to the completion of such transaction. However, the Corporation intends to rely on exemptions from the formal valuation and the minority shareholder approval requirements of MI 61-101, in each case on the basis that the fair market value of the Participating Insiders’ participation in the Offering is not anticipated to exceed 25% of the market capitalization of the Corporation, as determined in accordance with MI 61-101. See “Certain Securities Law Matters” and “Plan of Distribution”.

 

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The Corporation’s head and registered office is located at Unit 112, 11127 - 15 Street N.E. Calgary, Alberta T3K 2M4.

 

The Corporation indirectly derives a portion of its revenues from the cannabis industry in certain states, including the states of Illinois, Michigan, California, and Ohio, which industry is illegal under U.S. federal law. As of the date of this Prospectus, the Corporation and its subsidiaries are not directly or indirectly engaged in the manufacture, importation, possession, use, sale or distribution of cannabis in the recreational or medical cannabis industry in the U.S. However, the Corporation and its subsidiaries may be considered to have ancillary involvement in the U.S. cannabis industry in the following respects: (i) in the U.S. cannabis industry at large, by virtue of (A) the operations of Valiant Distributions Canada Inc. (“Valiant Canada”), which involve the manufacture and distribution of branded smoking accessories and other alternative lifestyle products in states such as Illinois, Michigan, California, and Ohio, in compliance with applicable laws, and (B) the operations of the Grasscity Entities (as defined hereinafter), which involve the distribution of smoking accessories and cannabis lifestyle products (such as grinders, rolling papers, glass bongs, smoking pipes, oil rigs and bubblers), through Grasscity.com, in states such as Illinois, Michigan, California, and Ohio, in compliance with applicable laws, and (ii) the U.S. Industrial Hemp (as defined hereinafter) and Industrial Hemp-based cannabidiol (“CBD”) industry, by virtue of the operations of the Grasscity Entities, which involve the distribution of CBD oils and capsules, CBD skin care products, CBD edibles, and CBD smoking accessories such as vaporizers and cartridges, through CBDCity.com, in states such as Illinois, Michigan, California, and Ohio, in compliance with applicable laws. Approximately 22% of the Corporation’s balance sheet for the financial year of the Corporation ended October 31, 2019 related to the U.S. cannabis industry. As at the date of this Prospectus, the Corporation estimates that its balance sheet and operating statement exposure to U.S. cannabis-related activities is approximately 15%.

 

In the U.S., cannabis is largely regulated at the state level with certain states having authorized the medical and/or adult use of, and activities relating to, cannabis under certain circumscribed circumstances. However, as of the date of this Prospectus, the cultivation, distribution, possession, and use of cannabis is illegal under U.S. federal law pursuant to the Controlled Substance Act of 1970 (United States) (the “U.S. CSA”), subject to limited exceptions in respect of Industrial Hemp under certain circumscribed circumstances. The U.S. CSA classifies cannabis as a Schedule I controlled substance with a high potential for abuse and no currently accepted medical use, which cannot be safely prescribed (the United States Food and Drug Administration has also not approved cannabis as a safe and effective drug for any indication as of the date of this Prospectus). Consequently, a range of activities, including cultivation and the personal use of cannabis, are prohibited by U.S. federal law notwithstanding the existence of state-level laws permitting such activities in respect of medical and/or adult use cannabis at the state-level in the U.S. Such activities, as well as attempting or conspiring to violate the U.S. CSA, or aiding and abetting in a violation of the U.S. CSA, are criminal acts under U.S. federal law.

 

The supremacy clause in Article VI of the U.S. Constitution (the “Supremacy Clause”) establishes that the U.S. Constitution and federal laws made pursuant to it are paramount, and in case of conflict between federal and state law, the federal law is paramount. In respect of the U.S. cannabis industry, the conflict between U.S. federal law and state-level laws amid the presence of the Supremacy Clause has significant implications for the U.S. cannabis industry at large. In particular, there is a significant risk that U.S. federal prosecutors may enforce U.S. federal laws and seek to prosecute actors involved in activities related to cannabis in the U.S. despite the fact that such activities may be in compliance with applicable state-level laws. Any enforcement of current U.S. federal laws by U.S. federal prosecutors could cause significant financial damage to the Corporation and the shareholders of the Corporation.

 

5

 

On January 4, 2018, former U.S. Attorney General Jeff Sessions issued a memorandum to U.S. district attorneys (the “Sessions Memorandum”) which rescinded previous guidance from the U.S. Department of Justice (“DOJ”) specific to cannabis enforcement in the U.S., including the Cole Memorandum and the 2014 Cole Memorandum (each, as defined hereinafter). With the Cole Memorandum and the 2014 Cole Memorandum rescinded, U.S. federal prosecutors have been given discretion in determining whether to prosecute cannabis related violations of U.S. federal law, subject to budgetary constraints. Mr. Sessions resigned on November 7, 2018, at the request of former U.S. President, Donald Trump. Following Mr. Sessions’ resignation and the brief tenure of Matthew Whitaker as Acting U.S. Attorney General, William Barr was confirmed as the U.S. Attorney General on February 14, 2019. To the knowledge of the Corporation, the DOJ did not take a formal position on the enforcement of U.S. federal laws relating to cannabis under the leadership of Mr. Barr, or his successors, Acting U.S. Attorney Generals, Jeffery A. Rosen and John Demers, and further, has not taken a formal position on federal enforcement of laws relating to cannabis under the leadership of current Acting U.S. Attorney General, Monty Wilkinson. The current U.S. President, Joseph Biden has nominated Merrick Garland to succeed Mr. Wilkinson as the U.S. Attorney General. It is unclear what impact, if any, the new administration will have on U.S. federal government enforcement policy on cannabis.

 

There can be no assurance that U.S. state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. Unless and until the U.S. Congress (“Congress”) amends the U.S. CSA with respect to medical and/or adult use cannabis (and as to the timing or scope of any such potential amendments, there can be no assurance), there is a risk that U.S. federal prosecutors may enforce current U.S. federal law (even in states where the sale and use of cannabis is currently legal under applicable U.S. state laws), or that existing state laws governing cannabis and cannabis-related activities could be repealed or curtailed. Any such occurrence could have a Material Adverse Effect (as defined hereinafter).

 

In light of the political and regulatory uncertainty surrounding the treatment of U.S. cannabis-related activities, including the rescission of the Cole Memorandum and the 2014 Cole Memorandum, discussed above, on February 8, 2018, the Canadian Securities Administrators published Staff Notice 51-352 (Revised) – Issuers with U.S. Marijuana-Related Activities (“Staff Notice 51-352”) setting out the Canadian Securities Administrator’s disclosure expectations for specific risks facing issuers with cannabis-related activities in the U.S. Staff Notice 51-352 includes additional disclosure expectations that apply to all issuers with U.S. cannabis-related activities, including those with ancillary involvement in the U.S. cannabis industry. See “U.S. Cannabis-Related Activities Disclosure

 

For the foregoing reasons, the nature of the Corporation’s involvement in the U.S. cannabis industry may subject the Corporation and its subsidiaries to heightened scrutiny by regulators, stock exchanges, clearing agencies and other U.S. and Canadian authorities. There can be no assurance that such heightened scrutiny will not, in turn, lead to the imposition of certain restrictions on the ability of the Corporation and its subsidiaries to operate in the U.S. or any other jurisdiction. There are a number of risks associated with the Business. See, “Risk Factors”.

 

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TABLE OF CONTENTS

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION 8
CAUTIONARY NOTE REGARDING FUTURE ORIENTED FINANCIAL INFORMATION 11
GENERAL MATTERS 12
FINANCIAL INFORMATION AND CURRENCY PRESENTATION 13
MARKET AND INDUSTRY DATA 13
DOCUMENTS INCORPORATED BY REFERENCE 13
MARKETING MATERIALS 16
SUMMARY DESCRIPTION OF THE BUSINESS 17
REGULATORY OVERVIEW 29
U.S. CANNABIS-RELATED ACTIVITIES DISCLOSURE 35
CONSOLIDATED CAPITALIZATION 42
USE OF PROCEEDS 45
DESCRIPTION OF SECURITIES BEING DISTRIBUTED 46
PRIOR SALES 49
TRADING PRICE AND VOLUME 51
PLAN OF DISTRIBUTION 53
ELIGIBILITY FOR INVESTMENT 55
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS 56
CERTAIN SECURITIES LAW MATTERS 59
RISK FACTORS 60
LEGAL MATTERS 72
RELATIONSHIP WITH THE UNDERWRITERS 72
PROMOTERS 73
INTEREST OF EXPERTS 73
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION 74
CERTIFICATE OF THE CORPORATION 75
CERTIFICATE OF THE UNDERWRITERS 76
CERTIFICATE OF THE PROMOTER 77

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

 

This Prospectus, and documents incorporated by reference herein, contains “forward-looking statements” and “forward-looking information” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws and applicable U.S. securities laws. All statements, other than statements of historical facts, included in this Prospectus that addresses activities, events or developments that the Corporation expects or anticipates will or may occur in the future are forward-looking statements. In certain cases, forward-looking statements can be identified by the words 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 statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology.

 

Forward-looking statements in this Prospectus and in documents incorporated by reference herein include, or may include, but are not limited to, statements with respect to:

 

the Offering, including the size of the Offering, the expected use of proceeds therefrom, and the timing of the completion thereof;

 

the Corporation’s business objectives and milestones and the anticipated timing of, and costs in connection with, the execution or achievement of such objectives and milestones (including, without limitation, the proposed acquisition of Smoke Cartel, Inc. (“Smoke Cartel”);

 

the Corporation’s future growth prospects and intentions to pursue one or more viable business opportunities;

 

the development of the Corporation’s business and future activities following the date of this Prospectus;

 

expectations relating to market size and anticipated growth in the jurisdictions within which the Corporation may from time to time operate or contemplate future operations;

 

expectations with respect to economic, business, regulatory and/or competitive factors related to the Corporation or the cannabis industry generally;

 

the impact of the novel coronavirus disease pandemic (“COVID-19”) on the Corporation’s current and future operations;

 

the market for the Corporation’s current and proposed product offerings, as well as the Corporation’s ability to capture market share;

 

the Corporation’s strategic investments and capital expenditures, and related benefits;

 

the distribution methods expected to be used by the Corporation to deliver its product offerings;

 

8

 

the competitive landscape within which the Corporation operates and the Corporation’s market share or reach;

 

the performance of the business, operations, and activities of the Corporation and its subsidiaries (the “Business”);

 

the number of additional cannabis retail store locations the Corporation and/or its subsidiaries proposes to add to the Business;

 

the Corporation’s ability to generate cash flow from operations and from financing activities;

 

the scheduled hearing by the Court of Queen’s Bench of Alberta with respect to the Application (as defined hereinafter);

 

the Corporation’s intention to pursue a listing of its Common Shares on the Nasdaq Stock Market (the “Nasdaq Exchange”);

 

the Corporation’s ability to obtain, maintain, and renew or extend, applicable Authorizations (as defined hereinafter), including the timing and impact of the receipt thereof; and

 

the realization of cost savings, synergies or benefits from the Corporation’s recent and proposed acquisitions (including, without limitation, the proposed acquisition of Smoke Cartel), and the Corporation’s ability to successfully integrate the operations of any business acquired within the Business.

 

Forward-looking statements are subject to certain risks and uncertainties. Although management of the Corporation (“Management”) believes that the expectations reflected in these forward-looking statements are reasonable in light of, among other things, its perception of trends, current conditions and expected developments, as well as other factors that Management believes to be relevant and reasonable in the circumstances at the date that such statements are made, readers are cautioned not to place undue reliance on forward looking statements, as forward looking statements may prove to be incorrect. A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking statements. Importantly, forward-looking statements contained in this Prospectus and in documents incorporated by reference are based upon certain assumptions that Management believes to be reasonable based on the information currently available to Management, including, but not limited to, the assumptions that:

 

current and future members of Management will abide by the business objectives and strategies from time to time established by the Corporation;

 

the Corporation will retain and supplement its board of directors (the “Board”) and Management, or otherwise engage consultants and advisors having knowledge of the industries (or segments thereof) within which the Corporation may from time to time participate;

 

9

 

the Corporation will have sufficient working capital and the ability to obtain the financing required in order to develop and continue its business and operations;

 

the Corporation will continue to attract, develop, motivate and retain highly qualified and skilled consultants and/or employees, as the case may be;

 

no adverse changes will be made to the regulatory framework governing cannabis, taxes and all other applicable matters in the jurisdictions in which the Corporation conducts business and any other jurisdiction in which the Corporation may conduct business in the future;

 

the Corporation will be able to generate cash flow from operations, including, where applicable, distribution and sale of cannabis and cannabis products;

 

the Corporation will be able to execute on its business strategy as anticipated ;

 

the Corporation will be able to meet all applicable requirements necessary to obtain and/or maintain its permits and licences;

 

general economic, financial, market, regulatory, and political conditions, including the impact of COVID-19, will not negatively affect the Corporation or its business and operations;

 

the Corporation will be able to successfully compete in the cannabis industry; and

 

cannabis prices will not decline materially.

 

By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Although Management believes that the expectations reflected in, and assumptions underlying, such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. New factors emerge from time to time, and it is not possible for Management to predict all of those factors or to assess in advance the impact of each such factor on the Corporation’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Some of the risks that could cause results to differ materially from those expressed in forward-looking statements in this Prospectus and in documents incorporated by reference include:

 

the Corporation’s inability to attract and retain qualified members of Management to grow its business and operations;

 

unanticipated changes in economic and market conditions (including changes resulting from COVID-19) or in applicable laws;

 

10

 

the impact of the publications of inaccurate or unfavourable research by securities analysts or other third parties;

 

the Corporation’s failure to complete future acquisitions or enter into strategic business relationships;

 

interruptions or shortages in the supply of cannabis from time to time available to support the Corporation’s operations from time to time;

 

unanticipated changes in the cannabis industry in the jurisdictions within which the Corporation may from time to time conduct its business and operations, including he Corporations inability to respond or adapt to such changes;

 

the Corporation’s inability to secure or maintain favourable lease arrangements or the required approvals and permits necessary to conduct its business and operations and meet its targets;

 

the Corporation’s inability to secure desirable retail cannabis store locations on favourable terms; and

 

risks relating to projections of the Corporation’s operations.

 

Readers are cautioned that the foregoing list of factors are not exhaustive. The Corporation provides 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 (including those in the documents incorporated herein by reference), and in evaluating forward-looking statements, readers should specifically consider various factors, including the risks outlined under “Risk Factors”, which may cause actual results to differ materially from the results, performance or achievements of the Corporation expressed or implied by any forward-looking statements.

 

The forward-looking statements contained in this Prospectus are made as of the date of this Prospectus, and except as required by applicable Canadian securities laws, the Corporation does not intend, and does not assume any obligation, to update these forward-looking statements.

 

CAUTIONARY NOTE REGARDING FUTURE ORIENTED FINANCIAL INFORMATION

 

This Prospectus, and documents incorporated by reference herein, may contain future oriented financial information (“FOFI”) within the meaning of applicable Canadian securities laws and applicable U.S. securities laws, about prospective results of operations, financial position or cash flows, based on assumptions about future economic conditions and courses of action, which FOFI is not presented in the format of a historical balance sheet, income statement or cash flow statement. The FOFI has been prepared by Management to provide an outlook of the Corporation’s activities and results, and has been prepared based on a number of assumptions including the assumptions discussed under the heading “Cautionary Note Regarding Forward-Looking Information” and assumptions with respect to the costs and expenditures to be incurred by the Corporation, capital expenditures and operating costs, taxation rates for the Corporation and general and administrative expenses. Management does not have, or may not have had at the relevant date, firm commitments for all of the costs, expenditures, prices or other financial assumptions which may have been used to prepare the FOFI or assurance that such operating results will be achieved and, accordingly, the complete financial effects of all of those costs, expenditures, prices and operating results are not, or may not have been at the relevant date of the FOFI, objectively determinable.

 

11

 

Importantly, the FOFI contained in this Prospectus, and in documents incorporated by reference herein are, or may be, based upon certain additional assumptions that Management believes to be reasonable based on the information currently available to Management, including, but not limited to, assumptions about: (i) the future pricing for the Corporation’s products, (ii) the future market demand and trends within the jurisdictions in which the Corporation may from time to time conduct the Business, and (iii) the Corporation’s ongoing inventory levels, and operating cost estimates. The FOFI or financial outlook contained in this Prospectus, and in documents incorporated by reference herein do not purport to present the Corporation’s financial condition in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, and there can be no assurance that the assumptions made in preparing the FOFI will prove accurate. The actual results of operations of the Corporation and the resulting financial results will likely vary from the amounts set forth in the analysis presented in any such document, and such variation may be material (including due to the occurrence of unforeseen events occurring subsequent to the preparation of the FOFI). The Corporation and Management believe that the FOFI has been prepared on a reasonable basis, reflecting Management’s best estimates and judgments as at the applicable date. However, because this information is highly subjective and subject to numerous risks including the risks discussed under the heading “Risk Factors”, FOFI or financial outlook within this Prospectus, and in documents incorporated by reference herein, should not be relied on as necessarily indicative of future results.

 

Readers are cautioned not to place undue reliance on the FOFI or financial outlook contained in this this Prospectus, and in documents incorporated by reference herein. Except as required by applicable Canadian securities laws, the Corporation does not intend, and does not assume any obligation, to update such FOFI.

 

GENERAL MATTERS

 

In evaluating whether or not to purchase Units pursuant to the Offering, prospective purchasers should rely only on the information contained in this Prospectus (including in the documents incorporated by reference herein), and should not rely on parts of the information contained in this Prospectus or incorporated by reference herein to the exclusion of others. The Corporation and the Underwriters have not authorized anyone to provide prospective purchasers with different or additional information, and accordingly, prospective purchasers should not rely on any additional or different information provided by anyone else. Further, any information contained on, or otherwise accessed through, the Corporation’s website shall not be deemed to be a part of this Prospectus and such information is not incorporated by reference, despite any references to such information in this Prospectus or the documents incorporated by reference herein, and prospective purchasers should not rely on such information when deciding whether or not to invest in the Units. Finally, any information on the Underwriters’ websites and any information contained in any other website maintained by the Underwriters or its affiliates has not been approved and/or endorsed by the Corporation or the Underwriters, and such information shall not be deemed to be a part of this Prospectus, is specifically not incorporated by reference herein, and should not be relied upon by prospective purchasers.

 

The Corporation and the Underwriters are not making an offer to sell or seeking an offer to purchase the securities offered pursuant to this Prospectus in any jurisdiction where to offer or sale is not permitted. Prospective purchasers should assume that the information contained in this Prospectus is accurate only as of the date of this Prospectus, and that the information contained in any document incorporated by reference herein is accurate only as of the date of that document, regardless of the time of delivery of this Prospectus or of any sale of any securities pursuant hereto. Prospective purchasers are cautioned that the business, financial condition, results of operations and prospects of the Corporation may have changed since those dates, and that the Corporation does not undertake to update the information contained or incorporated by reference herein, except as required by applicable Canadian securities laws.

 

Information contained in this Prospectus should not be construed as legal, tax or financial advice and readers are urged to consult their own professional advisors in connection therewith.

 

Unless otherwise specified or the context otherwise requires, in this Prospectus, (i) all references to the “Corporation”, “High Tide”, “we”, “us” and “our” refer to High Tide Inc., (ii) “Material Adverse Effect” means a material adverse effect on the business, the properties, assets, liabilities (including contingent liabilities), results of operations, financial performance, financial condition, or the market and trading price of the securities, of the Corporation and its subsidiaries, taken as a whole, and (iii) “Industrial Hemp” means cannabis and any part of that plant (including the seeds thereof), and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a THC concentration of not more than 0.3% on a dry weight basis.

 

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FINANCIAL INFORMATION AND CURRENCY PRESENTATION

 

The financial statements of the Corporation incorporated by reference in this Prospectus are reported in Canadian dollars and have been prepared in accordance with IFRS. Unless otherwise specified or the context otherwise requires, all references to “$”and “dollars” refer to Canadian dollars.

 

MARKET AND INDUSTRY DATA

 

Unless otherwise indicated, information contained in this Prospectus (or in a document incorporated or deemed to be incorporated by reference herein) concerning the industry and the markets in which the Corporation operates, including its general expectations and market position, market opportunities and market share, is, or may be, based on information from independent industry organizations, other third-party sources (including industry publications, surveys and forecasts) and the studies and estimates of Management.

 

Unless otherwise indicated, the Corporation’s estimates are derived from publicly available information released by independent industry analysts and third-party sources as well as data from the Corporation’s internal research, and include assumptions made by Management which Management believe to be reasonable based on their knowledge of the relevant industry and markets. Such internal research and assumptions have not been verified by any independent source, and the Corporation and Management have not independently verified any third party information. While Management believes the market position, market opportunity and market share information included, or which may be included, in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of the Corporation’s future performance and the future performance of the industry and markets in which the Corporation operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Cautionary Note Regarding Forward-Looking Information” and the heading “Risk Factors”.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Information has been incorporated by reference in this Prospectus from documents filed with the various securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of the Corporation at Unit 112, 11127 - 15 Street N.E. Calgary, Alberta T3K 2M4, Telephone 1-403-703-4272, E-mail ir@hightideinc.com, and are also accessible under the Corporation’s issuer profile on SEDAR at www.sedar.com.

 

The following documents, filed with the various securities commission or similar securities regulatory authorities in Canada are specifically incorporated by reference in, and form an integral part of, this Prospectus:

 

(a) the management information circular of Meta Growth Corp. (“Meta Growth”) dated September 23, 2020 (the “2020 Meta Circular”), prepared in connection with the special meeting of the shareholders of Meta Growth held on October 27, 2020 (the “Meta Special Meeting”) to approve the components of the Arrangement (as defined hereinafter), excluding the following sections, schedules and appendices of, or information in, as applicable, the 2020 Meta Circular:

 

(i) Appendix “C” – “Fairness Opinion”, being the fairness opinion of Echelon dated as of August 20, 2020 and delivered to the board of directors of Meta Growth;

 

(ii) Appendix “F” – “Pro Forma Financial Statements of High Tide”, being the unaudited pro forma financial statements for the Corporation as at and for the period ended July 31, 2020 and for the year ended October 31, 2019, prepared strictly for use in connection with the Meta Special Meeting;

 

(iii) Schedule “B” to Appendix “D” - “U.S. Cannabis-Related Activities Disclosure”;

 

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(iv) any information in the 2020 Meta Circular that has been specifically revised, corrected and supplanted under the heading “Revisions to Certain Previously Disclosed Information”; and

 

(v) in each case of (i) through to and including (iv) above, any summary information or information derived therefrom in the 2020 Meta Circular;

 

(b) the business acquisition report of the Corporation dated January 15, 2021 (the “Meta Growth BAR”), in respect of the Corporation’s acquisition of Meta Growth pursuant to the Arrangement;

 

(c) the audited consolidated financial statements of the Corporation for the years ended October 31, 2019 and 2018 and the notes thereto, together with the auditor’s report thereon (the “Audited Financial Statements”);

 

(d) the management’s discussion and analysis of the Corporation for the Audited Financial Statements;

 

(e) the unaudited condensed interim consolidated financial statements of the Corporation for the three and nine months ended July 31, 2020 and 2019, together with the notes thereto (the “Interim Financial Statements”);

 

(f) the management’s discussion and analysis of the Corporation for the Interim Financial Statements (the “Interim MD&A”), excluding (i) any information therein that has been specifically revised, corrected and supplanted under the heading “Revisions to Certain Previously Disclosed Information”, and (ii) in the case of (i) above, any summary information or information derived therefrom in the Interim MD&A;

 

(g) the template version of the term sheet for the Offering dated February 1, 2021;

 

(h) the amended and restated template version of the term sheet for the Offering dated February 2, 2021, as refiled on February 9, 2021;

 

(i) the material change report of the Corporation dated February 5, 2021, in respect of the Offering (including the upsizing of the Offering);

 

(j) the material change report of the Corporation dated February 5, 2021, in respect of the entering into of the Smoke Cartel Acquisition Agreement (as defined hereinafter);

 

(k) the material change report of the Corporation dated February 5, 2021 in respect of the entering into of the OCN Amending Agreement (as defined hereinafter);

 

(l) the material change report of the Corporation dated February 5, 2021, in respect of the Corporation’s intention to pursue an additional listing of the Common Shares the Nasdaq Exchange;

 

(m) the material change report of the Corporation dated February 5, 2021, in respect of the entering into of a binding asset purchase agreement with Halo Labs Inc.;

 

(n) the material change report of the Corporation dated February 5, 2021, in respect of the conversion of certain unsecured convertible debentures of the Corporation (“Unsecured Debentures”) totaling $7,365,000;

 

(o) the material change report of the Corporation dated February 5, 2021, in respect of the entering into of the Windsor Loan Amending Agreement (as defined hereinafter);

 

(p) the material change report of the Corporation dated February 5, 2021, in respect of the extension of a $2,000,000 loan facility with an arm’s length third party;

 

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(q) the material change report of the Corporation dated December 18, 2020, in respect of the appointment of Omar Khan as Senior Vice President of the Corporation;

 

(r) the material change report of the Corporation dated December 10, 2020, in respect of the settlement of certain debts of the Corporation, in the aggregate amount of $1,220,331;

 

(s) the material change report of the Corporation dated November 25, 2020, in respect of the completion of the Arrangement;

 

(t) the material change report of the Corporation dated September 9, 2020, in respect of the entering into of the Amended Halo Labs APA (as defined hereinafter);

 

(u) the material change report of the Corporation dated August 28, 2020, in respect of the entering into of the Arrangement Agreement (as defined hereinafter);

 

(v) the material change report of the Corporation dated July 30, 2020, in respect of the restructuring of $10.8 million of the Corporation’s outstanding indebtedness;

 

(w) the material change report of the Corporation dated February 6, 2020, in respect of the Corporation’s exercise of its option to acquire a 50% interest in Saturninus Partners;

 

(x) the material change report of the Corporation dated February 3, 2020, in respect of the Corporation’s acquisition of a 100% interest in 2680495 Ontario Inc.;

 

(y) the material change report of the Corporation dated January 16, 2020, in respect of the entering into of a loan agreement (the “Windsor Loan Agreement”) with Windsor Private Capital (“Windsor”) in respect of a senior secured, non-revolving term credit facility in the amount of up to $10 million (the “Windsor Credit Facility”);

 

(z) the material change report of the Corporation dated December 19, 2019, in respect of the entering into of a definitive share purchase agreement to acquire the remaining 49.9% interest in the Corporation’s (then) majority-owned subsidiary, KushBar Inc.;

 

(aa) the material change report of the Corporation dated December 9, 2019, in respect of the Corporation closing the second tranche of a non-brokered private placement of Unsecured Debentures for gross proceeds of $2,115,000;

 

(bb) the material change report of the Corporation dated November 25, 2019, in respect of the Corporation closing the first tranche of a non-brokered private placement of Unsecured Debentures for gross proceeds of $2,000,000; and

 

(cc) the management information circular of the Corporation dated June 19, 2020, prepared in connection with the annual general and special meeting of the shareholders of the Corporation held on July 30, 2020.

 

Any documents of the type required by Section 11.1 of Form 44-101F1 – Short Form Prospectus of National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus, including any material change reports (excluding material change reports filed on a confidential basis), interim financial statements, annual financial statements and the auditors’ report thereon, management’s discussion and analysis, information circulars, annual information forms and business acquisition reports filed by the Corporation with securities commissions or similar regulatory authorities in Canada subsequent to the date of this short form prospectus and before completion of the distribution of the Units, shall be deemed to be incorporated by reference into this Prospectus.

 

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ANY STATEMENT CONTAINED HEREIN OR IN A DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN WILL BE DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS PROSPECTUS TO THE EXTENT THAT A STATEMENT CONTAINED IN THIS PROSPECTUS OR IN ANY OTHER SUBSEQUENTLY FILED DOCUMENT THAT ALSO IS OR IS DEEMED TO BE INCORPORATED BY REFERENCE HEREIN MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY STATEMENT OR DOCUMENT SO MODIFIED OR SUPERSEDED WILL NOT BE INCORPORATED BY REFERENCE AND WILL NOT CONSTITUTE A PART OF THIS PROSPECTUS, EXCEPT TO THE EXTENT SO MODIFIED OR SUPERSEDED. THE MODIFYING OR SUPERSEDING STATEMENT NEED NOT STATE THAT IT HAS MODIFIED OR SUPERSEDED A PRIOR STATEMENT OR INCLUDE ANY OTHER INFORMATION SET FORTH IN THE STATEMENT OR DOCUMENT THAT IT MODIFIES OR SUPERSEDES. FURTHER, THE MAKING OF A MODIFYING OR SUPERSEDING STATEMENT WILL NOT BE DEEMED AN ADMISSION FOR ANY PURPOSES THAT THE MODIFIED OR SUPERSEDED STATEMENT, WHEN MADE, CONSTITUTED A MISREPRESENTATION, AN UNTRUE STATEMENT OF A MATERIAL FACT, OR AN OMISSION TO STATE A MATERIAL FACT THAT IS REQUIRED TO BE STATED OR THAT IS NECESSARY TO MAKE THE APPLICABLE STATEMENT NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES IN WHICH IT WAS MADE.

 

MARKETING MATERIALS

 

Any “template version” of “marketing materials” (as such terms are defined in National Instrument 41-101 – General Prospectus Requirements) prepared in connection with the Offering does not form a part of this Prospectus to the extent that the contents of the template version of marketing materials have been modified or superseded by a statement contained in this Prospectus. Any “template version” of “marketing materials” filed on SEDAR after the date of this Prospectus and before the termination of the distribution under the Offering (including any amendments to, or amended version of, the “marketing materials”) will be deemed to be incorporated by reference into this Prospectus.

 

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SUMMARY DESCRIPTION OF THE BUSINESS

 

General

 

The Corporation is an Alberta-based, retail-focused cannabis company enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. As of the date of this Prospectus, the Corporation is one of the largest cannabis retailers in Canada, with 70 operating retail cannabis locations (including jointly-owned corporate retail store locations) across Canada. As a vertically-integrated company, the Corporation is engaged in the Canadian cannabis market through a portfolio of subsidiaries, including Canna Cabana Inc. (“Canna Cabana”), KushBar Inc. (“KushBar”), and Meta Growth (which together represent the retail segment of the Business), and Valiant Canada (which represents the wholesale segment of the Business).

 

As of the date of this Prospectus, the Corporation operates a total of 70 cannabis retail stores, consisting of (i) 47 cannabis retail stores in the Province of Alberta, (ii) 10 cannabis retail stores in the Province of Ontario, (iii) 3 cannabis retail stores in the Province of Saskatchewan, and (iv) 10 cannabis retail stores in the Province of Manitoba. Each cannabis retail store is operated in accordance with applicable laws, and in particular, in compliance with the applicable consents, licenses, registrations, permits, authorizations, permissions, orders, and/or approvals (collectively, “Authorizations”) required to engage in the retail sale and distribution of adult-use cannabis and cannabis products at licensed premises (such Authorizations, the “Retail Store Authorizations”). All cannabis and cannabis products offered for sale by the Corporation and its subsidiaries are offered for sale in strict compliance with the various regulatory frameworks in the respective jurisdictions governing adult-use cannabis.

 

The Corporation is a reporting issuer in Canada, in the provinces of British Columbia, Alberta and Ontario. The Common Shares are listed on the TSXV, under the trading symbol “HITI”, on the Frankfurt Stock Exchange, under the trading symbol “2LY”, and on the OTCQB Venture Market, under the trading symbol “HITIF”.

 

History

 

The Corporation was incorporated under the Business Corporations Act (Alberta) (“ABCA”) on February 8, 2018, under the name “High Tide Ventures Inc.”. Effective October 4, 2018, the Corporation amended its articles of incorporation and changed its name to “High Tide Inc.” Since its inception, the Corporation has grown, both organically and via strategic acquisitions (including, its most recent acquisition of Meta Growth), to emerge as a leader in the evolving cannabis market within Canada. As one of Canada’s largest and fastest-growing retail-focused cannabis companies, the Corporation continues to pursue rapid growth to expand its presence across various jurisdictions in Canada, with its principal business segment focused on the distribution and sale of cannabis and cannabis products in the provinces of Alberta, Ontario, Saskatchewan, and Manitoba.

 

Intercorporate Relationships

 

As at the date of this Prospectus, the Corporation has 12 direct, wholly-owned subsidiaries (including Meta Growth), and 1 indirect, majority-owned subsidiary. The Corporation also holds a 50% direct interest in Saturninus Partners, a general partnership existing under the laws of the Province of Ontario.

 

Meta Growth, a wholly-owned subsidiary of the Corporation, has 14 direct, wholly-owned subsidiaries, 6 indirect, majority-owned subsidiaries, and 2 indirect, minority-owned subsidiaries. In addition, Meta Growth holds a 49% direct interest in NAC Northern Alberta Limited Partnership, a limited partnership existing under the laws of the Province of Alberta, as well as an indirect, 51% interest in NAC Northern Alberta Limited Partnership, and an indirect, 51% interest in each of 4 limited partnerships existing under the laws of the Province of Manitoba (collectively, the “Manitoba Limited Partnerships”).

 

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As at the date of this Prospectus, the Corporation operates the Business through the following 9 wholly-owned subsidiaries:

 

Valiant Canada, a wholly-owned subsidiary of the Corporation formed under the ABCA on November 1, 2020, pursuant to articles of amalgamation filed in respect of the amalgamation of RGR Canada Inc. (“RGR Canada”) and Famous Brandz Inc. (“Famous Brandz”), both of which were wholly-owned subsidiaries of the Corporation.

 

Canna Cabana, a wholly-owned subsidiary of the Corporation formed under the ABCA on November 1, 2020, pursuant to articles of amalgamation filed in respect of the amalgamation of Canna Cabana Inc. (as constituted at such time, “Old Canna Cabana”) and Canna Cabana (SK) Inc. (“Canna SK”), both of which were wholly-owned subsidiaries of the Corporation.

 

KushBar, a wholly-owned subsidiary of the Corporation incorporated under the ABCA on January 9, 2018.

 

HT Global Imports Inc., a wholly-owned subsidiary of the Corporation incorporated under the ABCA on February 7, 2019.

 

Valiant Distributions Inc., a wholly-owned subsidiary of the Corporation incorporated under the laws of the State of Delaware on April 6, 2019.

 

2680495 Ontario Inc., a wholly-owned subsidiary of the Corporation formed incorporated under the Business Corporations Act (Ontario) on February 11, 2019.

 

Smoker’s Corner Ltd., a wholly-owned subsidiary of the Corporation incorporated under the ABCA on July 22, 2009.

 

High Tide Inc. B.V., a wholly-owned subsidiary of the Corporation incorporated under the laws of the Netherlands on November 20, 2018.

 

Meta Growth, a wholly-owned subsidiary of the Corporation incorporated under the ABCA on June 18, 2015.

 

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The following chart sets out the material intercorporate relationships of the Corporation as at the date of this Prospectus:

 

 

 

Note: (1) Saturninus Partners is a general partnership established in the Province of Ontario, in which the Corporation holds a direct 50% interest.

 

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The following chart sets out the material intercorporate relationships of Meta Growth, a wholly-owned subsidiary of the Corporation, as at the date of this Prospectus:

 

 

 

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Below is a summary of the business and operations of the Corporation’s material subsidiaries within the retail and wholesale segments of the Business, as at the date of this Prospectus.

 

Canna Cabana

 

Canna Cabana is the successor entity to Old Canna Cabana and Canna SK, both of which were wholly-owned subsidiaries of the Corporation, and were amalgamated in November 2020 pursuant to the ABCA to form Canna Cabana. Canna Cabana is the Corporation’s primary retail cannabis business, offering for retail sale various cannabis products and accessories through its provincially-authorized cannabis retail store locations. As of the date of this Prospectus, Canna Cabana operates a retail cannabis chain with 35 branded stores operating across Canada, in the provinces of Alberta, Ontario and Saskatchewan.

 

Canna Cabana’s flagship retail concept is designed to expose customers to a unique, consistent and scalable retail design and customer experience, and to emphasize the holistic and natural qualities of cannabis. Through its in-store displays, its highly trained and knowledgeable staff, and a tailored store atmosphere, Canna Cabana aims at creating a sophisticated yet playful customer experience, while educating customers and providing them with insight and guidance with respect to its product offerings.

 

Meta Growth

 

Meta Growth is the Corporation’s secondary retail cannabis business (and its most recently added retail cannabis chain), offering for retail sale various cannabis products and accessories through its provincially-authorized cannabis retail store locations. As of the date of this Prospectus, Meta Growth operates 34 branded stores across Canada, in the provinces of Ontario, Manitoba, and Saskatchewan. The Meta Growth retail cannabis chain offers a curated selection of top-shelf quality cannabis and accessories, both online and through retail spaces that are cool, comfortable, and designed to enhance customer experience. Through its network of recreational cannabis retail stores, Meta Growth strives to enable the public to gain knowledgeable access to Canada’s network of persons duly authorized under applicable laws to engage in the cultivation, production, growth and/or distribution of cannabis (such persons, “Licensed Producers”). As of the date of this Prospectus, Meta Growth operates its retail cannabis stores under the brand names “META”, “NewLeaf”, and “Bud & Sally”, in the provinces of Alberta, Saskatchewan, Ontario, and Manitoba. Meta Growth intends to establish its presence in the Province of British Columbia once it receives the appropriate Authorizations in British Columbia. Any such expansion is subject to obtaining the required Authorizations.

 

KushBar

 

KushBar operates a retail cannabis chain with three branded stores operating in the Province of Alberta. Founded in 2018, KushBar is the Corporation’s tertiary retail cannabis business, offering for retail sale various cannabis products and accessories through its provincially-authorized cannabis retail store locations.

 

KushBar’s flagship retail concept is designed to expose customers to a clean and stylish ambiance and offer them a unique, modern customer experience that emphasizes the holistic and natural qualities of cannabis. Through its in-store displays, its highly trained and knowledgeable staff, and a tailored store atmosphere, KushBar aims at bringing the KushBar vibe to life, while educating customers and providing them with insight and guidance with respect to its product offerings.

 

As of the date of this Prospectus, the Corporation has entered into an amended and restated asset purchase agreement dated September 1, 2020 with Halo Labs Inc. (the “Amended Halo Labs APA”), pursuant to which the Corporation has agreed to sell its three operating KushBar retail cannabis stores to Halo Kushbar Retail Inc., a wholly owned subsidiary of Halo Labs Inc., for aggregate consideration of $5.7 million.

 

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Grasscity Entities

 

Based in Amsterdam, Netherlands, SJV B.V. and SJV2 B.V. (together, the “Grasscity Entities”) operate Grasscity.com, one of the world’s premier online stores for smoking accessories and cannabis lifestyle products. Established in 2000, Grasscity.com is one of the most searched and visited smoking accessories retailers, with approximately 5.8 million site visits annually. Grasscity.com offers an extensive selection of hand-picked smoking accessories and cannabis lifestyle products, from grinders and rolling papers to one-of-a-kind glass bongs, smoking pipes, oil rigs and bubblers. The Grasscity.com e-commerce platform generates over 90% of its revenues from customers located in the United States.

 

The Grasscity Entities also operate CBDCity.com, one of the world’s newest online stores selling a wide variety of CBD-focused products to international consumers. Established in May 2020, CBDCity.com is backed by a team with over 20 years of e-commerce experience and offers an extensive selection of hand-picked CBD oils and capsules, CBD skin care products, CBD edibles and CBD smoking accessories such as vaporizers and cartridges. CBDCity.com conducts its operations within those States of the United States in which activities relating to industrial hemp and industrial hemp-based CBD have been legalized under applicable laws.

 

Valiant Canada

 

Valiant Canada is the successor entity to RGR Canada and Famous Brandz, both of which were wholly-owned subsidiaries of the Corporation, and were amalgamated in November 2020 pursuant to the ABCA to form Valiant Canada.

 

As a successor to RGR Canada, Valiant Canada is an established designer and international leader in the manufacture and distribution of high-quality, innovative cannabis accessories. Valiant Canada represents the wholesale segment of the Business, offering a suite of proprietary brands which have over time become well known amongst consumers. Valiant Canada’s proprietary brands include names such as “Atomik”, “Evolution”, “Puff Puff Pass”, “Vodka Glass” and “Zoom Zoom”.

 

Based in Calgary, Alberta, Valiant Canada’s design and development team continues to design products tailored to evolving market trends and consumer preferences that reflect technological innovation and comply with applicable laws. Through its relationships with its manufacturers, based in Asia, Canada, the United States, and elsewhere, which specialize in various areas of assembly and manufacturing, Valiant Canada continues to deliver to market a suite of high quality, proprietary products (such as high-quality rolling papers) as well as third-party branded products (such as Juju, Zig Zag, and Pax).

 

As a successor to Famous Brandz, Valiant Canada is also an established leader in the manufacture and distribution of branded smoking accessories and other alternative lifestyle products. Valiant Canada utilizes licensed trademarks associated with leading smoking culture brands established by celebrities and entertainment companies (such as Snoop Dogg Pounds, Trailer Park Boys, Cheech & Chong’s Up in Smoke, and Jay and Silent Bob) in its design and manufacture of various branded smoking accessories and other alternative lifestyle products. Valiant Canada distributes its products to wholesalers and retailers across the globe through business-to-business distribution channels and through a business-to-customer retail e-commerce platform. Valiant Canada has established relationships with a wide network of distributors, wholesalers and retailers with a presence across Canada, the United States and Europe, with the majority of its products being offered for sale in the United States.

 

Summary of Development in the Business

 

The Corporation was incorporated on February 8, 2018, under the ABCA. A description of the material events that have influenced the general development of the Business since the incorporation of the Corporation through to September 23, 2020, may be found in the 2020 Meta Circular, which is specifically incorporated by reference in this Prospectus. The 2020 Meta Circular may be accessed on the Corporation’s issuer profile on SEDAR at www.sedar.com. Additionally, prospective purchasers should consider the risk factors and uncertainties set forth below.

 

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The following are the material events that have influenced the general development of the Business since September 23, 2020 through to the date of this Prospectus (other than developments in respect to the Offering):

 

CSE Delisting and TSXV Listing

 

In November 2020, the Corporation completed the Arrangement, in connection with which, the Common Shares were delisted from the CSE effective November 18, 2020, and listed on the TSXV under the trading symbol “HITI”, effective November 19, 2020. For a description of the Arrangement, please see the below section entitled “Meta Growth Acquisition”.

 

Meta Growth Acquisition

 

On November 17, 2020, the Corporation and Meta Growth Corp. (as constituted at such time, “Old Meta Growth”) completed a statutory plan of arrangement (the “Arrangement”) pursuant to the ABCA, in accordance with the terms of an arrangement agreement dated August 20, 2020 and entered into by and between Old Meta Growth and the Corporation (the “Arrangement Agreement”). Pursuant to the Arrangement, the Corporation acquired all of the issued and outstanding common shares of Old Meta Growth (each a “Meta Share”) in exchange for a consideration of 0.824 Common Share for each one (1) Meta Share issued and outstanding prior to the Arrangement. As a result of the Arrangement, Meta Growth became a wholly-owned subsidiary of the Corporation. Old Meta Growth was delisted from the TSXV on the close of trading on November 18, 2020.

 

Following the completion of the Arrangement:

 

Each issued and outstanding common share purchase warrant of Old Meta Growth (each, a “Old Meta Warrant”) and stock option of Old Meta Growth (each, a “Old Meta Option”) that had not been exercised prior to closing of the Arrangement, became exercisable into Common Shares, with each holder thereof being entitled to receive, upon exercise, such number of Common Shares as the holder would have received pursuant to the Arrangement if, immediately prior to the effective time of the Arrangement, such holder had exercised such Old Meta Warrant or Old Meta Option, as the case may be, for Meta Shares and subsequently exchanged such Meta Shares for Common Shares under the Arrangement. In connection with the completion of the Arrangement, an aggregate of 48,636,422 Old Meta Warrants previously listed on the TSXV under the symbol “META.WT” were delisted from the TSXV. The delisted Old Meta Warrants were relisted for trading as an aggregate of 40,076,412 Warrants (such number being the number of Old Meta Warrants adjusted on the basis of the exchange ratio applicable under the Arrangement) on the TSXV under the symbol “HITI.WT”, with such warrants to remain listed on the TSXV until the earlier of their exercise, expiry or delisting.

 

Convertible debentures of Old Meta Growth issued under the debenture indenture dated November 23, 2018 and entered into between Old Meta Growth and TSX Trust Company, as trustee for the holders of such debentures (the “Old Meta Debentures”) that had not been converted prior to closing of the Arrangement, continued as debt obligations of Meta Growth (but are convertible into Common Shares). The Old Meta Debentures were delisted from the TSXV in connection with the Arrangement, and were relisted for trading as Unsecured Debentures on the TSXV under the symbol HITI.DB”, with such Unsecured Debentures to remain listed on the TSXV until the earlier of their conversion, maturity, or delisting.

 

Each holder of a restricted share unit of Old Meta Growth (each, an “Old Meta RSU”) that had not vested prior to closing of the Arrangement, became entitled to receive, upon vesting, such number of Common Shares which the holder would have been entitled to receive pursuant to the Arrangement if such Old Meta RSUs had vested immediately prior to completion of the Arrangement and such holder had subsequently exchanged the number of Meta Shares to which such holder would have been entitled upon such vesting for Common Shares pursuant to the Arrangement.

 

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Retail Cannabis Stores

 

The following chart sets out the retail cannabis stores operated by the Corporation as at the date of this Prospectus:

 

Municipality and Province   Number of Stores   Store Brand
Airdrie, Alberta   3   Canna Cabana and NewLeaf
Banff, Alberta   1   Canna Cabana
Beaumont, Alberta   1   Canna Cabana
Bonnyville, Alberta   1   Canna Cabana
Burlington, Ontario   1   Canna Cabana
Calgary, Alberta   18   Canna Cabana and NewLeaf
East York, Ontario   1   Canna Cabana
Edmonton, Alberta   7   Canna Cabana and NewLeaf
Fort Saskatchewan, Alberta   1   Canna Cabana
Grande Prairie, Alberta   1   Canna Cabana
Hamilton, Ontario   1   Canna Cabana
Lacombe, Alberta   1   Canna Cabana
Leduc, Alberta   1   NewLeaf
Lethbridge, Alberta   2   Canna Cabana and NewLeaf
Lloydminster, Alberta   1   Canna Cabana
Niagara Falls, Ontario   1   Canna Cabana
Okotoks, Alberta   1   Canna Cabana
Olds, Alberta   1   Canna Cabana
Red Deer, Alberta   1   Canna Cabana
St. Albert, Alberta   2   Canna Cabana and NewLeaf
Sudbury, Ontario   1   Canna Cabana
Swift Current, Saskatchewan   1   Canna Cabana
Tisdale, Saskatchewan   1   Canna Cabana
Toronto, Ontario   3   Canna Cabana and Meta Growth
Whitecourt, Alberta   1   Canna Cabana
Medicine Hat, Alberta   1   KushBar
Morinville, Alberta   1   KushBar
Camrose, Alberta   1   KushBar
Scarborough, Ontario   1   Meta Growth
Guelph, Ontario   1   Meta Growth
Kitchener, Ontario   1   Meta Growth
Winnipeg, Manitoba   5   Meta Growth
Opaskwayak Cree Nation, Manitoba   1   Meta Growth
Brandon, Manitoba   1   Meta Growth
Morden, Manitoba   2   Meta Growth
Moose Jaw, Saskatchewan   1   Meta Growth

 

Recent Developments

 

COVID-19

 

On March 11, 2020, the World Health Organization recognized the outbreak of COVID-19 as a pandemic, which has had a profound impact on the global economy. The pandemic has been a rapidly evolving situation throughout the year, which the Corporation has been closely monitoring. Initially, certain provincial and territorial governments in Canada imposed various degrees of temporary lockdown measures forcing non-essential businesses to close during the pandemic, including retail cannabis stores in some jurisdictions, while certain other jurisdictions allowed retail cannabis stores to remain open with certain operational limitations and protocols.

 

Although the original provincial lockdown measures have since been eased in most areas, there has been a recent trend of stricter lockdown measures being imposed again across various jurisdictions, as a result of the recent increase in COVID-19 cases across Canada. On January 12, 2021, for example, Ontario declared an emergency and issued a stay-at-home order, effective January 14, 2021 as a public health measure. Under the stay-at-home order, retail cannabis stores in the Province of Ontario are able to continue offering curbside pickup and delivery. However, in-store sales are not permitted during this period.

 

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As of the date of this Prospectus, to the knowledge of the Corporation, retail cannabis stores across the provinces of Alberta, British Columbia, and Manitoba remain open allowing for in-store sales with pandemic protocols in place. However, there is a possibility that further lockdown measures could be imposed or extended across one or more provinces and territories of Canada given the recent increase in COVID-19 cases across Canada. Any stay-at-home order in the provinces in which the Corporation and its subsidiaries conduct the Business may have a Material Adverse Effect.

 

As at the filing date of the Interim Financial Statements, the Corporation’s operations and financial condition were not materially affected by COVID-19, which has largely been due to the Corporation having organized the Business to diversify both its revenue stream geographically (within Canada and other jurisdictions outside of the U.S.), and its product offerings. The Corporation believes that, amid COVID-19, product and revenue stream diversification, combined with its participation in the Canada Emergency Wage Subsidy (“CEWS”), as described below, have allowed it to effectively offset any material, location-specific impact of COVID-19 on the Corporation’s operations and financial condition. In particular, notwithstanding COVID-19-related lockdowns and restrictions (including “curb-side pickup” governmental orders) the Corporation has been able to continue to operate its cannabis retail locations within Canada without prolonged interruption and has been able to source its product offerings without material difficulties.

 

In light of the evolving nature of the COVID-19 pandemic, the Corporation continues to monitor the impact of COVID-19 on its operations and financial condition on an ongoing basis and intends to supplement its disclosure in future filings, where required under applicable Canadian securities laws, to disclose any material impact of COVID-19 on its operations and financial condition.

 

Canadian Emergency Wage Subsidy

 

As of the date of this Prospectus, the Corporation has multiple operating subsidiaries that operate different segments of the Business. During the nine month period ended July 31, 2020, some of the Corporation’s subsidiaries, including Valiant Canada and 2680495 Ontario Inc., experienced, individually, a decrease in revenue in the earlier part of the current financial year of the Corporation, and accordingly, were qualified to receive funds under the CEWS during the nine month period ended July 31, 2020. The CEWS is provided to eligible Canadian employers whose businesses have been adversely affected by COVID-19. During the nine month period ended July 31, 2020, the Corporation received approximately $490,000 (July 31, 2019 - $Nil) in CEWS, which was credited to general and administrative expenses in the Interim Financial Statements.

 

Smoke Cartel Agreement

 

On January 25, 2021, the Corporation entered into a definitive agreement and plan of merger (the “Smoke Cartel Acquisition Agreement”) with Smoke Cartel, one of the leading online retailers of consumption accessories, including glass water pipes and vaporizers, as well as CBD products (Industrial-Hemp derived) in the U.S. Pursuant to the Smoke Cartel Acquisition Agreement, the Corporation agreed to acquire all of the issued and outstanding shares of Smoke Cartel (the “Smoke Cartel Shares”) for aggregate gross consideration of US$8,000,000, with (i) US$6,000,000 payable in Common Shares, at a deemed price per Common Share equal to the volume weighted average price per Common Share on the TSXV for the ten (10) consecutive trading days prior to the closing date (the “Share Consideration”), and (ii) US$2,000,000 payable in cash (the “Cash Consideration”). In light of certain U.S. securities law considerations, the significant shareholders of Smoke Cartel have agreed to allocate the Cash Consideration to the shareholders of Smoke Cartel, generally, with such shareholders expected to be paid fully in cash, using all or a portion of the Cash Consideration. The Smoke Cartel Acquisition Agreement stipulates that 25% of the Share Consideration will be placed in escrow for a period of 12 months from Closing. The closing of the transaction is subject to customary closing conditions, including the receipt of Authorizations, subject to which, the transaction is expected to be completed in March 2021.

 

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Meta Growth Loan Amendments

 

On January 6, 2021, Meta Growth, the Corporation’s wholly-owned subsidiary, entered into two loan amending agreements (together, the “OCN Amending Agreement”) with Opaskwayak Cree Nation (“OCN”) to extend the maturity of certain credit facilities of Meta Growth, totaling $20,000,000 (the “Meta Growth Credit Facilities”) to December 31, 2024, and remove an annual administration fee of 2.5% applicable to the Meta Growth Credit Facilities. Prior to the amendments, the Meta Growth Credit Facilities partially matured on December 31, 2022, and obligated Meta Growth to pay interest at a rate of 10.0% per annum (on amounts withdrawn under the Meta Growth Credit Facilities) and an annual administration fee of 2.5%. In addition, pursuant to the OCN Amending Agreement, Meta Growth and OCN agreed to transition the remaining undrawn balance under the Meta Growth Credit Facilities, in the amount of $6,750,000 (the “Remaining OCN Credit Balance”), from Meta Growth to the Corporation, granting the Corporation the ability to draw down on the Remaining OCN Credit Balance directly. The Corporation and OCN have entered into a loan agreement for the Remaining OCN Credit Balance (the “Remaining OCN Credit Facility”), which facility matures on December 31, 2024, and accrues interest on amounts withdrawn at an interest rate of 10.0% per annum. The Corporation’s obligations under the Remaining OCN Credit Facility are secured by the assets of the Corporation and certain of the Corporation’s subsidiaries, pursuant to a subordinated security interest (ranking behind the senior creditors of the Corporation and the applicable subsidiaries) granted in favour of OCN and such other persons who may, from time to time, become a party to the security agreement.

 

Windsor Loan Amendments

 

In December 2020, Windsor and the Corporation entered into an amendment agreement (the “Windsor Loan Amending Agreement”) in respect of the Windsor Loan Agreement, pursuant to which Windsor agreed to (i) extend the maturity date of the Windsor Loan Agreement by one (1) year, to December 31, 2021 (with an ability to extend for a further one (1) year period, to December 31, 2022, upon meeting certain specified conditions), and (ii) reduce the interest rate applicable to the Windsor Loan Agreement, from 11.5% to 10.0% per annum. In addition, Windsor and the Corporation agreed to amend the terms of the 58,823,529 Warrants (the “Windsor Warrants”) issued to Windsor on January 7, 2020 in connection with the Windsor Loan Agreement (each such Windsor Warrant entitles the holder thereof to purchase one (1) Common Share at a price per Common Share equal to 150% of the conversion price in effect on the date of the exercise of the Warrants for a period of two (2) years from the date of issuance).

 

The amendment (i) confirms that only 35,294,117 Windsor Warrants have vested as at the date of the amendment, (ii) confirms that the remaining 23,529,412 Windsor Warrants are cancelled and rendered null and void, (iii) fixes the exercise price per each outstanding Windsor Warrant at $0.255, (iv) removes certain the downward adjustment provisions in respect of the said exercise price, and (v) extends the expiry date of the Windsor Warrants that have not been cancelled to December 31, 2022.

 

Toronto Canna Cabana Litigation

 

In this subheading, the “First Expression of Interest Application Lottery” means the lottery conducted by the Alcohol and Gaming Commission of Ontario (the “AGCO”), on January 11, 2019, for the allocation of one of the 25 limited opportunities to apply for a Retail Store Authorization to operate a cannabis retail store in the Province of Ontario.

 

In March 2019, the Corporation entered into an option agreement (the “2019 Option Agreement”) with a third winner (the “Toronto Lottery Winner”) selected in the First Expression of Interest Application Lottery and an entity controlled by the Toronto Lottery Winner (together with the Toronto Lottery Winner, the “Toronto Litigants”), in respect of the establishment and operation of a retail cannabis store within the City of Toronto, Ontario.

 

In November 2020, the Toronto Litigants commenced an originating application (the “Application”) in the Court of Queen’s Bench of Alberta against the Corporation, in respect of the 2019 Option Agreement. The Application seeks (i) a declaration that the 2019 Option Agreement is valid and binding, (ii) a declaration that the Toronto Lottery Winner validly exercised a “put option” granted to the Toronto Lottery Winner pursuant to the terms of the 2019 Option Agreement, and (iii) in the alternative, a declaration that the Toronto Lottery Winner has not extinguished their right to exercise the “put option” again. The Court of Queen’s Bench of Alberta is scheduled to hear the Application on April 9, 2021. The Corporation believes the subject matter of the Application to be without merit and intends to fully defend its interests and take all other legal actions available to it.

 

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The outcome of the Application is subject to ongoing court proceedings, and it is not practicable to determine an estimate of the possible financial effect (if any) on the Corporation at this time, with sufficient reliability. There can be no assurance that the Corporation will be successful in challenging the Application. In the event that the Toronto Litigants are successful, the Corporation may be exposed to a claim for recovery of legal costs associated with the Application by the Toronto Litigants. Further, in the event that the Toronto Litigants are declared to have validly exercised their “put option” pursuant to the 2019 Option Agreement, the Corporation may, subject to the discretion of the Court of Queen’s Bench of Alberta, be required to pay the sum of, the exercise price of $6.25 million, the book value of all inventory at the cannabis retail store on closing, and any outstanding amount (as at closing) of any indebtedness incurred by the Toronto Litigants in relation to the build-out and start-up of the cannabis retail store in accordance with the terms of the 2019 Option Agreement.

 

Nasdaq Listing

 

In December 2020, the Corporation announced its intention to pursue an additional listing of the Common Shares the Nasdaq Exchange, as part of its capital markets initiative, with the goal of enhancing shareholder value.

 

As of the date of this Prospectus, the Corporation has filed a standard-form listing application with the Nasdaq Exchange, in respect of the proposed listing of the Common Shares. The Corporation is required to register the Common Shares under the Securities Exchange Act of 1934, as amended, by filing a registration statement on Form 40-F with the U.S. Securities and Exchange Commission.

 

The Corporation is expected to become a reporting company within the U.S. upon the Form 40-F registration statement being declared effective, which is expected to occur concurrently with the listing on the Nasdaq Exchange. As of the date of this Prospectus, the Corporation continues to work with its Canadian and U.S. legal counsel and is in the process of filing the Form 40-F registration statement, which is expected to be completed in calendar Q1, 2021, subject to there being no delays in the Nasdaq Exchange’s review of listing application. In particular, although the Nasdaq Exchange is expected to begin its review of the Corporation’s listing application once the Corporation has filed the Form 40-F registration statement, the Corporation has been advised by its U.S. legal counsel that, as a result of normal-course backlogs and delays in the Nasdaq Exchange’s review of listing applications, the Nasdaq Exchange’s complete review process could take up to 5 months.

 

In order to be listed on the Nasdaq Exchange, the Corporation must meet the Nasdaq Exchange’s minimum listing requirements, one of which requires the Corporation to have the required stockholders equity. The Corporation is currently in the process of assessing its ability to satisfy this requirement together with its Canadian and U.S. legal counsel. In connection with the proposed listing of the Common Shares on the Nasdaq Exchange, the Corporation may be required to undertake a reorganization of its capital structure in order to meet the minimum share price requirements of the Nasdaq Exchange, and may in order to give effect thereto, undertake a consolidation of the issued and outstanding Common Shares, if and to the extent necessary.

 

Any listing of the Common Shares on the Nasdaq Exchange remains subject to the satisfaction of all applicable listing requirements of the Nasdaq Exchange, and applicable regulatory requirements. There can be no assurance as to the successful listing of the Common Shares on the Nasdaq Exchange, or the timing of any such listing.

 

Revisions to Certain Previously Disclosed Information

 

The Corporation hereby revises, corrects, and supplants the following disclosure:

 

The disclosure on page 7 of Appendix “D” of the 2020 Meta Circular, under the heading “Developments during the financial year ended October 31, 2019 – December 19, 2018”. The Corporation completed the acquisition of all of the issued and outstanding shares of the Grasscity Entities at an aggregate purchase price of approximately $10,632,000, of which approximately $3,047,000 was satisfied through the issuance of High Tide Special Warrants (as defined in the 2020 Meta Circular).

 

The disclosure on page 66 of the 2020 Meta Circular under the heading “Information Concerning Meta – Recent Developments”. On July 17, 2020, Meta Growth Corp. executed an asset purchase agreement to acquire a recreational cannabis store in Kitchener. The total consideration amounted to $938,951, comprised of $150,000 in cash and approximately $788,951 in related party debt.

 

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The disclosure on page 16 of Appendix “D” of the 2020 Meta Circular, in the table under the heading “Prior Sales – High Tide Warrants”, to delete and replace the reference to 35,294,117 in the “January 7, 2020” row, to 58,823,529.

 

The disclosure on page 11 of the Interim MD&A, in the table under the heading “Summary of Outstanding Share Data” to delete and replace the reference to 108,672,052 with 132,201,464.

 

Competitive Conditions

 

The Corporation faces, and will continue to face, intense competition from existing and new retailers, wholesalers, and producers of adult-use cannabis, and other applicable participants in the cannabis industry whose services overlap with the retail cannabis segment, as well as other segment(s) of the cannabis industry within which the Corporation may from time to time be engaged in. Some of the competitors of the Corporation may have greater financial resources, market access and manufacturing and marketing experience than the Corporation.

 

Increased competition by numerous independent cannabis retail outlets and larger and better financed competitors (including new entrants), could have a Material Adverse Effect.

 

The Corporation believes that its competition can be broadly grouped into the following five categories:

 

(a) Vertically Integrated Competitors: This class of competitors (which may include Licensed Producers that are able to produce cannabis and cannabis products sold at retail stores of their affiliates) includes well-financed competitors with an established operating history in Canada, and significant scale. These competitors are able to compete directly with the Corporation in the cannabis markets in the provinces of Alberta, Ontario, Saskatchewan, and Manitoba, as the case may be.

 

(b) Existing Retailers: This class of competitors includes early-stage and semi-developed retail cannabis businesses, as well as established retail cannabis businesses, which may be well capitalized, and which may also have an established and longer retail operating history in Canada. These competitors are able to compete directly with the Corporation in the cannabis markets in the provinces of Alberta, Ontario, Saskatchewan, and Manitoba, as the case may be.

 

(c) Government Competition: This class of competitors includes government wholesalers that sell directly to consumers, such as the Ontario Cannabis Store in the Province of Ontario and the Alberta Gaming, Liquor and Cannabis Commission (formerly, Alberta Gaming, and Liquor Commission) (the “AGLC”) in the Province of Alberta. These competitors are able to compete directly with the Corporation in the cannabis markets in the provinces of Alberta and Ontario.

 

(d) Illicit Market: This class of competitors includes Persons and businesses operating in the illicit market within various jurisdictions across Canada. These competitors, who Management believes continue to divert a sizeable number of commercial opportunities from the Corporation, are able to compete directly with the Corporation in the cannabis markets in the provinces of Alberta, Ontario, Saskatchewan, and Manitoba, as the case may be.

 

(e) Existing Wholesalers: This class of competitors includes early-stage and semi-developed wholesalers, as well as established wholesalers, which may be well capitalized, and which may also have an established and longer retail operating history in Canada. These competitors are able to compete directly with the Corporation in the cannabis markets in the provinces of Alberta, Ontario and Saskatchewan within Canada, as well as in the United States. As of the date of this Prospectus, most of the Corporation’s competitors in the wholesale segment of the Business operate primarily as product distributors, whereas Valiant Canada (the successor to and Famous Brandz and RGR Canada) designs, directly sources, imports and distributes its product offerings. As a result, Management believes that this provides the Corporation with a competitive advantage through vertical integration, enabling Valiant Canada to bring to market unique product designs and offer wholesale customers favourable and flexible pricing.

 

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To remain competitive, the Corporation will require a continued high level of investment in research and development, marketing, sales and client support. The Corporation may not have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitive basis which could have a Material Adverse Effect. However, the Corporation believes that the experience of Management in the retail cannabis spaces has and will continue to provide the Corporation with a competitive advantage in navigating the complexities of a highly regulated, evolving marketplace and that its competitive position is at least equivalent to that of other cannabis retailers in Canada of a similar size and at a similar stage of development.

 

Intangible Properties

 

The Corporation’s consumer-focused brands, Canna Cabana, KushBar, and CBDCity, have been an important part of the operation of the Corporation, and trademarks and other intellectual property rights continue to be essential to maintain the success and competitive position of the Corporation.

 

The Corporation’s portfolio of registered trademarks and designs (including the trademarks and trademark applications of Old Meta Growth, acquired by the Corporation as a result of the Arrangement) continue to be valuable assets that distinguish the Corporation’s brand and reinforce customers’ positive perception of its products and stores. As such, the Corporation has devoted, and expects to continue to devote, significant resources to the protection of its intellectual property rights, through, among other things, trade secrets, technical know-how and proprietary information. The Corporation will continue to seek protection of its intellectual property by seeking and obtaining registered protection (including patents) where possible, developing and implementing standard operating procedures and entering into agreements with parties that have access to the Corporation’s inventions, trade secrets, technical know-how and proprietary information such as business partners, collaborators, employees and consultants, to protect the confidentiality and ownership of intellectual property.

 

Employees

 

As at the date of this Prospectus, the Corporation had approximately 636 employees, with approximately 603 employees based in Canada, 16 employees based in the United States, and approximately 17 employees based in other jurisdictions (including the Netherlands).

 

Non-Canadian Operations

 

As at the date of this Prospectus, the Corporation conducts operations in the United States through Valiant Canada (the successor to Famous Brandz), within States in which the manufacture and distribution of branded smoking accessories and other alternative lifestyle products are permitted under applicable laws, including the States of Illinois, Michigan, California, and Ohio. In May 2020, the Corporation launched CBDCity.com and began conducting additional operations in the United States through the Grasscity Entities, within States in which activities relating to industrial hemp and industrial hemp-based CBD have been legalized under applicable laws. The Corporation also conducts operations in the Netherlands through the Grasscity Entities, in accordance with applicable laws.

 

REGULATORY OVERVIEW

 

The following summary is intended to provide a general overview of the primary Canadian federal and provincial laws and regulations in respect of the distribution and sale of adult-use cannabis, cannabis products and cannabis accessories. The provincial and territorial regulatory frameworks relating to cannabis are complex and rapidly evolving, with provincial and territorial governments in Canada having taken different approaches to regulating cannabis and cannabis-related activities. The below summary is not intended to be an exhaustive, and does not address the laws and regulations of any other jurisdiction. The Corporation continues to monitor regulatory developments and their impact(s) on the Business, including the Corporation’s proposed plans for further expansion and growth.

 

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Federal Framework

 

On October 17, 2018, the Cannabis Act and the Cannabis Regulations came into force in Canada, replacing the Access to Cannabis for Medical Purposes Regulations (“ACMPR”) and the Controlled Drugs and Substances Act (“CDSA”) as the governing laws and regulations in respect of the production, processing, sale and distribution of cannabis for medical and adult recreational use.

 

The Cannabis Act provides a licensing and permitting framework for the cultivation, processing, importation, exportation, testing, packaging, labelling, sending, delivery, transportation, sale, possession and disposal of cannabis for adult recreational use, which is implemented by the Cannabis Regulations. Among other things, the Cannabis Act:

 

Contains restrictions on the amounts of cannabis that individuals can possess and distribute, on public consumption and use.

 

Prohibits the sale of cannabis unless authorized by the Cannabis Act.

 

Permits individuals 18 years of age or older to cultivate, propagate, and harvest up to and including four (4) cannabis plants in their dwelling-house, propagated from a seed or plant material authorized by the Cannabis Act.

 

Restricts (but does not strictly prohibit) the promotion and display of cannabis, cannabis accessories and services related to cannabinoids to consumers, including restrictions on branding and a prohibition on false or misleading promotion and on sponsorships.

 

Permits the informational promotion of cannabis in specified circumstances to individuals 18 years of age and older (or any older age specified by applicable provincial legislation).

 

Contains packaging and labelling requirements for cannabis and cannabis accessories.

 

Prohibits the sale of cannabis or cannabis accessories in packaging or with labelling that could be appealing to young persons.

 

Provides the designated Minister with the power to recall any cannabis or class of cannabis on reasonable grounds that such a recall is necessary to protect public health or public safety.

 

Establishes the cannabis tracking and licensing system.

 

Provides powers to designated inspectors for the purpose of administering and enforcing the Cannabis Act and a system for administrative monetary penalties.

 

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The Cannabis Regulations, among other things:

 

Provide for the issuance of cultivation licences for standard cultivation, micro-cultivation, and nursery cultivation, licences for standard processing and micro-processing, as well as sales licences for medical or non-medical use.

 

Contain requirements for all cannabis products to be packaged in a tamper-evident and child-resistant manner.

 

Require specified product information on cannabis product labels (such as the name of the party who packaged the products, the product lot number, and the tetrahydrocannabinol (“THC”) and cannabidiol content).

 

Prohibit testimonials, lifestyle branding and packaging that is appealing to youth.

 

The Cannabis Act provides provincial and municipal governments the authority to prescribe regulations regarding retail and distribution, as well as the ability to alter some of the existing baseline requirements, such as increasing the minimum age for the purchase and consumption of cannabis. As of the date of this Prospectus, various provincial and municipal governments in Canada have enacted legislation to regulate the storefront and online sale of cannabis produced by Licensed Producers.

 

Provincial Framework

 

The following section provides a general overview of the applicable laws and regulations governing the retail sale and distribution of adult-use cannabis, cannabis products and cannabis accessories in the four key provinces within which the Corporation conducts the Business as at the date of this Prospectus.

 

Alberta

 

On November 30, 2017, the Government of Alberta passed Bill 26, An Act to Control and Regulate Cannabis (“Bill 26”), introducing the regulatory framework for recreational cannabis sales in Alberta. On June 11, 2018 the Gaming and Liquor Statues Amendment Act, 2018 (“Bill 6”) received Royal Assent, coming into force in the Province of Alberta effective July 14, 2018. Bill 6 introduced several changes intended to modernize the Gaming and Liquor Act (Alberta) (as constituted then) to include cannabis, and better equip the AGLC to carry out its expanded mandate. Together, Bill 26 and Bill 6 have amended the Gaming and Liquor Act (Alberta) (renamed the Gaming, Liquor and Cannabis Act) (the “Alberta Cannabis Act”) to govern the purchase, distribution, sale and consumption of recreational cannabis in the Province of Alberta. Effective July 14, 2018, Alberta Regulation 13/2018 (“AR 13/2018”) came into force in the Province of Alberta, amending the Gaming and Liquor Regulation, Alta Reg. 143/96 (now re-named the Gaming, Liquor and Cannabis Regulation (the “Alberta Cannabis Regulations”).

 

As at the date of this Prospectus, the AGLC is the provincial body responsible for the oversight of the private retail adult-use cannabis industry within the Province of Alberta. The AGLC is exclusively authorized to purchase adult-use cannabis products from Licensed Producers, which the AGLC may then either (i) distribute to licensed private retailers for sale from licensed premises, or (ii) sell directly through an online platform operated by the AGLC. The AGLC is also responsible for issuing licences to private retailers authorizing the sale of adult-use cannabis products in accordance with the Alberta Cannabis Act, the Alberta Cannabis Regulations, and the AGLC’s policies and conditions. The Alberta Cannabis Act authorizes the AGLC to establish policies, including in respect to the advertising and promoting of cannabis and cannabis retail licences. As of the date of this Prospectus, the Retail Cannabis Store Handbook published by the AGLC (the “AGLC Handbook”) sets out the policies and guidelines of the AGLC related to cannabis retail licences.

 

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The Alberta Cannabis Act prohibits, among other things (i) the online sale of cannabis products by anyone other than the AGLC, (ii) agreements between cannabis licensees and suppliers in respect of the sale or promotion of the supplier’s cannabis, except as provided by the Alberta Cannabis Regulations, (iii) the sale of adult-use cannabis products to an intoxicated person, (iv) the use of certain terms commonly associated with medicine, health or pharmaceuticals (such as, the words “pharmacy”, “dispensary”, “apothecary”, “drug store”, “medicine”, “medicinal”, and “health”) in any signage for a licensed premises or the name of a licensee, and (v) individuals under the age of 18 from entering licensed premises or purchasing, obtaining, or possessing, cannabis. The Alberta Cannabis Act also prohibits the issuance of a cannabis retail licence to an applicant, unless the applicant will conduct the sale of cannabis as a separate business from any other activities of the applicant, and in a location which offers for sale only cannabis products, cannabis accessories (as defined in the Cannabis Act) or other prescribed items.

 

The Alberta Cannabis Regulations sets out detailed rules regarding (i) the ownership and operation, and location, of licensed premises, (ii) the staffing, security and safety requirements for licensed premises, and (iii) the process for review and approval of applications for cannabis retail store licences. The Alberta Cannabis Regulations prohibits a licensed premises from being located within 100 meters of a provincial health care facility, a school, or land designated as a school reserve or municipal and school reserve, provided however, that municipalities may elect to expressly vary such locational restrictions within the applicable land use by-laws.

 

Previously, the Alberta Cannabis Regulations also prohibited the issuance of a retail cannabis licence if it would result in more than 15% of the total number of issued retail cannabis licences in Alberta being held by one person or a group of persons having common control. However, effective November 10, 2020, the Alberta Cannabis Regulations were amended to remove this prohibition.

 

The AGLC Handbook stipulates that cannabis retail stores may only offer for sale cannabis accessories that promote the responsible and legal storage and consumption of cannabis. The AGLC Handbook also stipulates that the majority of sales of a retail cannabis store must be cannabis. The AGLC has published a list of cannabis accessories it considers to be approved for sale in licensed premises. Among others, accessories that may not be sold at cannabis retail stores include consumable products other than cannabis, products intended to be mixed, applied or consumed with cannabis, organic solvents and products, and promotional material related to the medical use of cannabis.

 

Each municipality in Alberta is responsible for establishing its own land use and business licensing by-laws governing the issuance of development permits, building permits and business licences to prospective cannabis retail store licensees. As of the date of this Prospectus, some municipalities have implemented a random selection process for determining the order and priority of review of initial cannabis retail store applications, while others have adopted a first-come, first-served approach. Most municipalities have adopted additional separation requirements beyond the requirements stipulated by the Alberta Cannabis Regulations, including, separation requirements between competing cannabis retail stores, and between a cannabis retail store and other sensitive establishments such as schools, hospitals, treatment centres, and/or public parks, subject to discretionary variances (from the prescribed separation distances) which may be granted by a duly appointed development officer, or the Subdivision and Development Appeal Board pursuant to the Municipal Government Act (Alberta).

 

Ontario

 

On December 12, 2017, the Government of Ontario passed the Cannabis Act, 2017 (Ontario) (the “Ontario Act”), to regulate the use, sale and distribution of adult-use cannabis exclusively through a limited number of government stores controlled by the Ontario Cannabis Store (“OCS”), a subsidiary of the existing Liquor Control Board of Ontario (the “LCBO”). In August 2018, following the Ontario provincial election, the new Government of Ontario changed course, announcing a new hybrid system that permits recreational cannabis to be sold in private retail stores, and online through the Province of Ontario.

 

On October 17, 2018, Bill 36, An Act to enact a new Act and make amendments to various other Acts respecting the use and sale of cannabis and vapour products in Ontario (“Bill 36”), received Royal Assent. Bill 36 amended the Ontario Act and enacted the Cannabis Control Act (the “Cannabis Control Act”), and the Cannabis Licence Act, 2018 (the “Cannabis Licence Act”), to introduce a licensing regime for privately-owned retail cannabis outlets administered by the AGCO. On November 14, 2018, the Government of Ontario released the General Regulation under the Cannabis Licence Act (the “Ontario Cannabis Regulations”), which provides a licensing and regulatory regime for privately-owned and operated cannabis retail stores in the Province of Ontario. Authorized cannabis retail outlets may sell cannabis accessories, such as certain smoking accessories, in the same location as cannabis is sold.

 

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As of the date of this Prospectus:

 

The AGCO has published the Registrar’s Standards for Cannabis Retail Stores, which, among other things, stipulates certain standards and requirements with respect to the advertising and promotional activities, training related to cannabis, security, and certain other matters.

 

The Province of Ontario has set the minimum legal age for possession and consumption of cannabis in Ontario to 19, and permits cannabis smoking or vaping anywhere that permits tobacco smoking or e-cigarettes within the province.

 

The OCS maintains a monopoly on online sales within the Province of Ontario and is the exclusive distributor of cannabis between Licensed Producers and cannabis retailers within the province.

 

Licensed cannabis retail stores within the Province of Ontario (i) are only permitted to offer for sale cannabis products obtained from the OCS, cannabis accessories and items that in some way directly relate to cannabis or its use, and (ii) may not offer for sale any food or drink that is not cannabis related.

 

The Cannabis Licence Act has established the following types of licences and authorizations: (i) a retail operator licence (the “Retail Store Operator Licence”), (ii) a cannabis retail manager licence (the “Retail Manager Licence”), and (iii) a retail store authorization (the “Retail Store Authorization”). A cannabis retail store may only open for business within the Province of Ontario upon obtaining a Retail Store Authorization in respect of the specific location, with only applicants for or holders of a Retail Store Operator Licence being eligible to apply for a Retail Store Authorization. In addition, any individual acting in a management function within a cannabis retail store, other than the holder of the Retail Store Operator Licence, must possess a Retail Manager Licence.

 

Each of the Retail Store Authorization, the Retail Store Operator Licence, and the Retail Manager Licence are subject to certain eligibility criteria. For example, Retail Store Authorizations will not be issued for proposed locations that are within prescribed distances from schools or for locations within municipalities in the province that have opted out of having cannabis stores located within their boundaries prior to January 22, 2019. The AGCO can also refuse an applicant if the AGCO is not satisfied with the applicant’s ability to exercise sufficient control (directly or indirectly) over its retail cannabis business, including over the premises, equipment and facilities.

 

Although the Government of Ontario had previously implemented certain limits on the total number of retail cannabis stores permitted in the province, on December 12, 2019, the Government of Ontario announced that it would be moving toward an open market for retail cannabis stores. Effective January 6, 2020, amendments to the Ontario Cannabis Regulations eliminated the lottery process previously implemented to allocate a fixed number of Retail Store Operator Licences, and opened the application process for Retail Store Operator Licences to any interested applicant (instead of only lottery winners). On March 2, 2020, the AGCO revoked the then-existing restrictions on the total number of Retail Store Authorizations permitted in the province (which restrictions, in the period immediately prior to such date, permitted only applicants notified by the AGCO before January 6, 2020 to apply for Retail Store Operator Licence).

 

The amendments implemented on March 2, 2020 also removed the regional distribution limits within the Province of Ontario, permitting retail cannabis stores to be opened in all municipalities that have not “opted out” of the retail cannabis system. As of the date of this Prospectus, the AGCO has implemented limits on the number of Retail Store Authorizations that a Retail Store Operator may hold, with Retail Store Operator currently permitted to hold up to 30 Retail Store Authorizations. It is anticipated that this cap will be increased to 75 Retail Store Authorizations, effective September 1, 2021.

 

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As of the date of this Prospectus, a corporation is not eligible to be issued a Retail Store Operator Licence if more than twenty five percent (25%) of the corporation is owned or controlled, directly or indirectly, by one or more Licensed Producers or their affiliates (as defined under the Ontario Cannabis Regulations).

 

Saskatchewan

 

In the Province of Saskatchewan, the Cannabis Control (Saskatchewan) Act (“CCSA”) and the Cannabis Control (Saskatchewan) Regulations (“Saskatchewan Regulations”) establish the regulatory framework for the sale of adult-use cannabis, including the conditions required to obtain retail store and wholesale permits, as well as the conditions under which transfers of such permits are allowed. The Saskatchewan Liquor and Gaming Authority (“SLGA”) is responsible for the oversight of the private retail adult use cannabis industry in the Province of Saskatchewan, including the issuance of private retail licences, private wholesale permits, and the registration of Licensed Producers.

 

As of the date of this Prospectus, private cannabis retailers in the Province of Saskatchewan are permitted to sell cannabis, cannabis accessories and ancillary items in standalone storefront locations and deliver within the province using an approved delivery service or common carrier. In the case of online sale, certain requirements apply, which includes the requirement that all sales must be made only to persons of legal age located in the Province Saskatchewan. The SLGA is not directly engaged in the wholesale or retail distribution, or sale, of adult-use cannabis.

 

As of the date of this Prospectus, the CCSA, among other things:

 

Authorizes the SLGA to establish terms and conditions for cannabis permits, including in respect of the display, packaging or promotion of cannabis, and authorizes municipalities to fully or partially opt out of any cannabis activity authorized by a cannabis permit.

 

Does not establish requirements for the location of cannabis retail stores, and instead, defers to municipalities to set restrictions on the location of cannabis retail stores in their communities through enacting applicable land use by-laws.

 

Does not prohibit vertical integration or other close relationships between cannabis retailers and Licensed Producers.

 

Prohibits, among other things (i) individuals under the age of 19 from entering licensed premises or purchasing, obtaining, or possessing, cannabis, (ii) the sale of adult-use cannabis products to an intoxicated person, and (iii) the possession or consumption of cannabis at a school or childcare facility or at a campground for which a cannabis ban has been declared.

 

As of the date of this Prospectus, private cannabis retailers in the Province of Saskatchewan (i) may only sell cannabis accessories and ancillary items that directly relate to cannabis, such as cannabis cookbooks, magazines and branded or themed apparel, and (ii) may not sell tobacco products, lottery tickets, snack foods and beverages, products or equipment typically associated with the extraction of cannabinoids through the use of organic solvents, or other items that may encourage the overconsumption of cannabis, the consumption of illicit cannabis or the consumption of cannabis by minors.

 

Although the Government of Saskatchewan had previously implemented limits on the allocation of the number of cannabis retail licences amongst municipalities across the province, the SLGA moved to an open licensing framework effective September 2020.

 

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Manitoba

 

The Government of Manitoba has implemented a hybrid retail model for adult-use cannabis, governed by the Safe and Responsible Retailing of Cannabis Act (“SRRCA”), which introduced amendments to the Liquor and Gaming Control Act (Saskatchewan) and the Manitoba Liquor and Lotteries Corporation Act (Saskatchewan), and the Manitoba Cannabis Regulation. All cannabis retail locations in Manitoba are operated by licensed private retailers, however, such private retailers must sell cannabis sourced and supplied by the Manitoba Liquor and Lotteries Corporation (“MBLL”). Licensed private retailers in the Province of Manitoba are also authorized to conduct online sales.

 

The Liquor, Gaming and Cannabis Authority of Manitoba (“LGCA”) is responsible for regulating Manitoba’s cannabis industry, which includes licensing cannabis retail stores and distributors and ensuring that licensees comply with all regulatory requirements through regular inspections and audits. Among others, the LGCA is responsible for licensing cannabis stores and distributors in the Province of Manitoba, with its inspectors being responsible for compliance enforcement. The SRRCA includes, among others, provisions that:

 

Grant municipal governments the ability to prohibit retail cannabis sales within their boundaries by holding a plebiscite.

 

Ensure only cannabis grown by Licensed Producers is sold at retail locations.

 

Require all cannabis products sold in the Province of Manitoba are packaged and labelled according to federal requirements.

 

Impose increased penalties for specified offences.

 

Pursuant to the SRRCA the LGCA may issue the following two categories of retail cannabis licences:

 

The Controlled-Access Licence, which authorizes the operation of a cannabis retail store which does not allow customers to view or access cannabis until after purchase. A licensed premise operated under the Controlled-Access Licence must store cannabis behind a counter or behind shelving with covers to prevent customers from viewing cannabis.

 

The Age-Restricted Licence, which authorizes the operation of a cannabis retail store that persons under the age of 19 are prohibited from entering.

 

Previously, the Province of Manitoba had implemented restrictions on who may apply for a retail cannabis licence and a lottery process to allocate licences. However, effective June 1, 2020, the Province of Manitoba moved to Phase III of its retail cannabis framework, establishing an open market for adult-use cannabis sales. As of the date of this Prospectus, eligible persons and companies may apply to establish a cannabis retail store in any Manitoba community which allows the retail sale of cannabis.

 

The Cannabis Regulation, 120/2018 (the “Manitoba Cannabis Regulation”) sets out requirements for licensed retailers and distributors, including particulars of store security, store layout, sale transactions, record-keeping requirements, restrictions on promotion and advertising, online sales and so on. In addition to the Manitoba Cannabis Regulation, retailers must also comply with the Terms and Conditions published by the LGCA.

 

U.S. CANNABIS-RELATED ACTIVITIES DISCLOSURE

 

In accordance with Staff Notice 51-352, the below discussion is intended to assist readers in understanding the extent of the Corporation and its subsidiaries’ involvement, and the risks inherent, in the U.S. cannabis industry, and address the disclosure expectations outlined in Staff Notice 51-352. In accordance with Staff Notice 51-352, the Corporation will evaluate, monitor and reassess this disclosure, and any related risks, on an ongoing basis and intends to supplement and amend the same to investors in public filings, including in the event of government policy changes or the introduction of new or amended guidance, laws or regulations regarding cannabis regulation.

 

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Although the Corporation’s business activities are compliant with applicable U.S. state and local law, strict compliance with state and local laws with respect to cannabis-related activities may neither absolve the Corporation and/or its subsidiaries of liability under U.S. federal law, nor may it provide a defense to any federal proceeding which may be brought against the Corporation and or its subsidiaries.

 

Nature of Involvement in the U.S. Cannabis Industry

 

The Corporation indirectly derives a portion of its revenues from the cannabis industry in certain states, including the states of Illinois, Michigan, California, and Ohio, which industry is illegal under U.S. federal law. As of the date of this Prospectus, the Corporation and its subsidiaries are not directly or indirectly engaged in the manufacture, importation, possession, use, sale or distribution of cannabis in the recreational or medical cannabis industry in the U.S. However, the Corporation and its subsidiaries may be considered to have ancillary involvement in the U.S. cannabis industry in the following respects:

 

(a) in the U.S. cannabis industry at large, by virtue of the operations of Valiant Canada, which involve the manufacture and distribution of branded smoking accessories and other alternative lifestyle products in states such as Illinois, Michigan, California, and Ohio, in compliance with applicable laws;

 

(b) in the U.S. cannabis industry at large, by virtue of the operations of the Grasscity Entities, which involve the distribution of smoking accessories and cannabis lifestyle products (such as grinders, rolling papers, glass bongs, smoking pipes, oil rigs and bubblers), through Grasscity.com, in states such as Illinois, Michigan, California, and Ohio, in compliance with applicable laws; and

 

(c) in the U.S. Industrial Hemp (as defined hereinafter) and Industrial Hemp-based CBD industry, by virtue of the operations of the Grasscity Entities, which involve the distribution of Industrial Hemp-based cannabidiol (“CBD”) oils and capsules, CBD skin care products, CBD edibles, and CBD smoking accessories such as vaporizers and cartridges, through CBDCity.com, in states such as Illinois, Michigan, California, and Ohio, in compliance with applicable laws.

 

Approximately 22% of the Corporation’s balance sheet for the financial year of the Corporation ended October 31, 2019 related to the U.S. cannabis industry. As at the date of this Prospectus, the Corporation estimates that its balance sheet and operating statement exposure to U.S. cannabis-related activities is approximately 15%.

 

Cannabis is Illegal under U.S. Federal Laws

 

In the U.S., cannabis is largely regulated at the state level with certain states having authorized the medical and/or adult use of, and activities relating to, cannabis under certain circumscribed circumstances. However, as of the date of this Prospectus, the cultivation, distribution, possession, and use of cannabis is illegal under U.S. federal law pursuant to the U.S. CSA, subject to limited exceptions in respect of Industrial Hemp under certain circumscribed circumstances, discussed below (see “Industrial Hemp”). The U.S. CSA classifies cannabis as a Schedule I controlled substance with a high potential for abuse and no currently accepted medical use, which cannot be safely prescribed (the United States Food and Drug Administration has also not approved cannabis as a safe and effective drug for any indication as of the date of this Prospectus). Consequently, a range of activities, including cultivation and the personal use of cannabis, are prohibited by U.S. federal law notwithstanding the existence of state-level laws permitting such activities in respect of medical and/or adult use cannabis at the state-level in the U.S. Such activities, as well as attempting or conspiring to violate the U.S. CSA, or aiding and abetting in a violation of the U.S. CSA, are criminal acts under U.S. federal law.

 

Enforcement of U.S. Federal laws is a Significant Risk.

 

The Supremacy Clause establishes that the U.S. Constitution and federal laws made pursuant to it are paramount, and in case of conflict between federal and state law, the federal law is paramount. In respect of the U.S. cannabis industry, the conflict between U.S. federal law and state-level laws amid the presence of the Supremacy Clause has significant implications for the U.S. cannabis industry at large. In particular, there is a significant risk that U.S. federal prosecutors may enforce U.S. federal laws and seek to prosecute actors involved in activities related to cannabis in the U.S. despite the fact that such activities may be in compliance with applicable state-level laws. Any enforcement of current U.S. federal laws by U.S. federal prosecutors could cause significant financial damage to the Corporation and the shareholders of the Corporation.

 

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Limited Exceptions Applicable for Industrial Hemp

 

Prior to December 20, 2018, the cultivation or sale of Industrial Hemp for any purpose in the U.S. without a Schedule I registration with the U.S. Drug Enforcement Agency (“DEA”) was illegal, unless exempted by the 2014 Farm Bill. However, the 2018 Farm Bill, which was signed into law on December 20, 2018, removed Industrial Hemp and CBD from the Schedule I controlled substances list under the U.S. CSA, and established a regulatory framework for the cultivation and sale of Industrial Hemp. An earlier internal directive from the DEA issued to its agents on May 22, 2018, concerning the legality of Industrial Hemp and Industrial Hemp-derived products, confirms the DEA’s view that products and materials made from the cannabis plant (including cannabis extracts), to the extent falling outside the definition of cannabis (marijuana) in the U.S. CSA, are not controlled under the U.S. CSA, and may accordingly be sold and otherwise distributed throughout the U.S. without restriction under the U.S. CSA. However, despite the DEA indicating that it maintains no jurisdiction with regard to activities authorized by the 2014 Farm Bill and/or the 2018 Farm Bill, there remains significant uncertainty as to how other U.S. federal, state and local agencies, as well as financial institutions and service providers, will react to the provisions of the 2018 Farm Bill.

 

The Corporation believes that the Corporation and its subsidiaries will not be subject to any action taken by the DEA as long as the Corporation and its subsidiaries comply with the requirements of the 2014 Farm Bill and/or the 2018 Farm Bill, and applicable U.S. state laws, to the extent that their activities relate to Industrial Hemp. However, and despite the positive changes brought by the 2018 Farm Bill, there remain a number of considerations, potential changes in regulation, and uncertainties regarding the cultivation, sourcing, production and distribution of Industrial Hemp and products containing Industrial Hemp derivatives. Applicable laws and regulations in the U.S. remain subject to change as there are different interpretations among federal, state and local regulatory agencies, legislators, academics and businesses with respect to the treatment of the importation of derivatives from exempted portions of the cannabis plant, the scope of operation of the 2014 Farm Bill and the 2018 Farm Bill, and the authorizations granted to 2018 Farm Bill-compliant Industrial Hemp growers and licensed Industrial Hemp-derived CBD producers. These different federal, state, and local agency interpretations touch on, among other things, the regulation of cannabinoids by the DEA and/or the United States Food and Drug Administration. These uncertainties likely cannot be resolved without further federal and state legislation, regulation or a definitive judicial interpretation of existing legislation and rules, and in the interim period, there continue to be several legal barriers to selling Industrial Hemp and Industrial Hemp-derived CBD products, including, but not limited to barriers arising from, (i) the fact that Industrial Hemp and cannabis are both derived from the cannabis plant, (ii) the rapidly changing patchwork of state laws governing Industrial Hemp and Industrial Hemp-derived CBD, and (iii) the lack of United States Food and Drug Administration approval for CBD as a lawful food ingredient, food additive or dietary supplement.

 

History of Legal Developments in the U.S. Cannabis Industry

 

In the U.S., cannabis containing in excess of 0.3% THC is categorized as a Schedule 1 controlled substance and is illegal under U.S. federal law, specifically the U.S. CSA. Even in U.S. states that have legalized the use of cannabis and its sale, such activities and certain related activities remain in violation of U.S. federal law that is punishable by imprisonment, substantial fines, and forfeiture. However, although federally illegal, the U.S. federal government’s approach to enforcement of the U.S. CSA has, at least until recently, trended toward non-enforcement.

 

The Cole Memorandums

 

In August 2013, then Deputy Attorney General James Cole authored a memorandum (the “Cole Memorandum”), which outlined the priorities for the DOJ relating to the prosecution of cannabis offenses. The Cole Memorandum acknowledged that, notwithstanding the designation of cannabis as a controlled substance at the federal level in the U.S., several states had enacted laws relating to cannabis for medical purposes. In particular, the Cole Memorandum noted that in jurisdictions that have enacted laws legalizing cannabis in some form and implemented strong and effective regulatory and enforcement systems to control the cultivation, distribution, sale and possession of cannabis, conduct in compliance with those laws and regulations is less likely to be a priority at the federal level. In light of limited investigative and prosecutorial resources, the Cole Memorandum concluded that the DOJ should be focused on addressing only priority cannabis-related conduct to enforce the U.S. CSA. States where medical cannabis had been legalized were not characterized as a priority. The enforcement priorities of the Cole Memorandum were reaffirmed, again, in a 2014 memorandum of the U.S. Department of Justice (the “2014 Cole Memorandum”).

 

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The Sessions Memorandum

 

On January 4, 2018, former U.S. Attorney General Jeff Sessions issued the Sessions Memorandum, which rescinded previous guidance from the U.S. Department of Justice specific to cannabis enforcement in the U.S., including the Cole Memorandum and the 2014 Cole Memorandum. While the Sessions Memorandum does not indicate that the prosecution of cannabis-related offenses is now priority for the DOJ, in rescinding the Cole Memorandum and the 2014 Cole Memorandum, the Sessions Memorandum granted U.S. federal prosecutors discretion in determining whether or not to prosecute cannabis and cannabis-related violations of U.S. federal law.

 

In the event that U.S. federal prosecutors exercise their discretion and pursue prosecutions against the Corporation or its subsidiaries, alleging cannabis and cannabis-related violations of U.S. federal law, then the Corporation or its subsidiaries could potentially face (i) the arrest of its employees, directors, officers, managers and investors, (ii) charges of ancillary criminal violations of the U.S. CSA, for aiding and abetting and conspiring to violate the U.S. CSA by virtue of providing financial support, services, or goods to participants in the cannabis industry, including state-licensed or permitted cultivators, processors, distributors, and/or retailers of cannabis, (iii) restrictions on the entry of employees, directors, officers, managers and investors who are not U.S. citizens from entry into the U.S. for life, or (d) suspension of its U.S. business operations.

 

The Biden Administration

 

Former U.S. Attorney General Jeff Sessions resigned on November 7, 2018, at the request of former U.S. President, Donald Trump. Following Mr. Sessions’ resignation and the brief tenure of Matthew Whitaker as Acting U.S. Attorney General, William Barr was confirmed as the U.S. Attorney General on February 14, 2019. To the knowledge of the Corporation, the DOJ did not take a formal position on the enforcement of U.S. federal laws relating to cannabis under the leadership of Mr. Barr, or his successors, Acting U.S. Attorney Generals, Jeffery A. Rosen and John Demers, and further, has not taken a formal position on federal enforcement of laws relating to cannabis under the leadership of current Acting U.S. Attorney General, Monty Wilkinson.

 

The current U.S. President, Joseph Biden has nominated Merrick Garland to succeed Mr. Wilkinson as the U.S. Attorney General. It is unclear what impact, if any, the new administration will have on U.S. federal government enforcement policy on cannabis.

 

Unless and until the U.S. Congress amends the U.S. CSA with respect to medical and/or adult use cannabis (and there can be no assurance as to the timing or scope of any such potential amendments, if any), there is a significant risk that federal authorities may enforce current U.S. federal law. If the U.S. federal government begins to enforce U.S. federal laws relating to cannabis in states where the sale and use of cannabis is currently legal, or if existing applicable state laws are repealed or curtailed, any such occurrence could have a Material Adverse Effect.

 

There can be no assurance that U.S. state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of U.S. state laws within their respective jurisdictions.

 

The Leahy Amendment and Medical Cannabis

 

Although the Cole Memorandum and 2014 Cole Memo have been rescinded, one legislative safeguard for the medical cannabis industry remains in place in the U.S. Since 2014, the U.S. Congress has passed appropriations bills which included provisions to prevent the federal government from using congressionally appropriated funds to enforce U.S. federal cannabis laws against regulated medical cannabis actors operating in compliance with state and local law (currently the “Leahy Amendment”, but also sometimes referred to as the Rohrabacher-Farr Amendment).

 

The Leahy Amendment was included in the fiscal year 2019 omnibus appropriations bill signed by former U.S. President, Donald Trump on February 15, 2019, to prevent the U.S. federal government from using congressionally appropriated funds to enforce federal cannabis laws against regulated medical cannabis actors operating in compliance with state and local law. This extended the Leahy Amendment until September 30, 2019. On September 27, 2019, President Trump signed a continuing resolution to fund the government through November 21, 2019 to prevent a government shutdown. On December 20, 2019, the Further Consolidated Appropriations Act, 2020 was passed, which authorizes appropriations to fund the operation of certain agencies in the U.S. federal government through September 30, 2020. Additionally, the U.S. House of Representatives has recently passed a federal appropriations bill for fiscal year 2021 that continues the limitation of federal prosecution, noting that funds from the bill cannot be used by the DOJ to prevent U.S. states from enacting “laws that authorize the use, distribution, possession, or cultivation of medical marijuana.” However, it is uncertain that an appropriations bill will be enacted. As of the date of this Prospectus, the U.S. Congress has not completed action on appropriations for fiscal year 2021.

 

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There can be no assurance that the Leahy Amendment will be included in future appropriations bills or that there will not be a shutdown of the U.S. federal government in the future (amid which shutdown, drug enforcement administration agents and U.S. federal prosecutors will be free to operate without any restriction otherwise imposed by the spending bill regarding interference with the medical cannabis industry). In the event of any such occurrence, there can be no assurance that the U.S. federal government will not seek to prosecute cases involving medical cannabis business that are otherwise compliant with U.S. state laws. Further, even if the Leahy Amendment is included in future appropriations bills, it is important to note that the Leahy Amendment provides no protection against businesses operating in compliance with a U.S. state’s recreational cannabis laws.

 

Recap and Summary

 

Cannabis remains illegal under federal law in the U.S. However, despite the current state of U.S. federal law, several U.S. states (including states within which the Corporation might indirectly derive a portion of its revenues from) have legalized recreational adult use of cannabis. In addition, well over half of the U.S. states have enacted legislation to legalize and regulate the sale and use of medical cannabis without limits on THC, while other U.S. states have legalized and regulated the sale and use of medical cannabis with strict limits on the levels of THC.

 

The conflict between U.S. federal law and U.S. state-level laws amid the presence of the Supremacy Clause, described above, has significant implications for the U.S. cannabis industry at large and for the Corporation. First, notwithstanding the existence of U.S. state-level laws permitting medical and/or recreational cannabis activities, and notwithstanding the fact that the Corporation and its subsidiaries, or industry partners may be in compliance with such U.S. state-level laws, there is a significant risk that U.S. federal prosecutors may enforce U.S. federal laws and seek to prosecute actors involved in activities related to cannabis. Any enforcement of current U.S. federal laws by U.S. federal prosecutors could cause significant financial damage to the Corporation and the shareholders of the Corporation. Violations of any U.S. federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the U.S. federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities or divestiture. This could have a Material Adverse Effect, and may affect the Corporation’s reputation and ability to conduct business, its financial position, operating results, profitability or liquidity or the market price of its publicly traded securities. In addition, it is difficult to estimate the time or resources that would be needed for the investigation of any such matters or its final resolution because, in part, the time and resources that may be needed are dependent on the nature and extent of any information requested by the applicable authorities involved, and such time or resources could be substantial.

 

Second, insofar as the activities of the Corporation and its subsidiaries relate to Industrial Hemp, while the Corporation believes that the Corporation and its subsidiaries will not be subject to any action taken by the DEA as long as the Corporation and its subsidiaries comply with the requirements of the 2014 Farm Bill and/or the 2018 Farm Bill, and applicable U.S. state laws, there remain a number of considerations, potential changes in regulation, and uncertainties regarding the cultivation, sourcing, production and distribution of Industrial Hemp and products containing Industrial Hemp derivatives. Applicable laws and regulations in the U.S. remain subject to change as there are different interpretations among federal, state and local regulatory agencies, legislators, academics and businesses with respect to the treatment of the importation of derivatives from exempted portions of the cannabis plant, the scope of operation of the 2014 Farm Bill and the 2018 Farm Bill, and the authorizations granted to 2018 Farm Bill-compliant Industrial Hemp growers and licensed Industrial Hemp-derived CBD producers. If existing applicable state or federal laws in respect of Industrial Hemp in the U.S. are repealed or curtailed, or otherwise interpreted in a manner adverse to the activities of the Corporation and its subsidiaries as they relate to Industrial Hemp, any such occurrence could have a Material Adverse Effect.

 

There can be no guarantee that U.S. state laws legalizing and regulating the sale and use of cannabis will not change or be repealed or overturned, or that local government authorities in the U.S. will not limit the applicability of U.S. state laws within their respective jurisdictions. There is a significant risk that future developments in the U.S. cannabis industry could result in third-party service providers suspending or withdrawing services essential to the Corporation and its subsidiaries to continue operations in the U.S., and a significant risk that regulatory bodies may impose certain restrictions on the Corporation’s ability to operate in the U.S.

 

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Ability to Access Capital

 

The continued development of the Corporation’s U.S. operations may require additional financing. The failure to raise such capital could result in the delay or indefinite postponement of the Corporation’s current business strategy in the U.S. or the Corporation ceasing to carry on business in the U.S. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Corporation. Specifically, given the current laws regarding cannabis at the federal level in the U.S., traditional bank financing is typically not available to issuers engaged in the U.S. cannabis industry. The federal illegality of cannabis in the U.S. means that financial transactions involving proceeds generated by cannabis-related conduct can form the basis for prosecution under several U.S. statutes, including money laundering statutes. As a result, the Corporation may not be able to secure financing on terms acceptable to it, or at all.

 

In the event that the Corporation raises funds to support its U.S. operations through the issuances of equity or convertible debt securities, existing shareholders of the Corporation could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of Common Shares. In addition, from time to time, the Corporation may enter into transactions to acquire assets or the shares of other companies in furtherance of its U.S. operations. These transactions may be financed wholly or partially with debt, which may temporarily increase the Corporation’s debt levels above industry standards. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Corporation to obtain additional capital and to pursue business opportunities, including potential acquisitions.

 

Table of Concordance

 

In accordance with Staff Notice 51-352, the following is a table of concordance, which is intended to assist readers in identifying those parts of this Prospectus that address the disclosure expectations outlined in Staff Notice 51-352. Unless otherwise indicated, all cross references in the below table of concordance refer to subheadings under the heading “U.S. Cannabis-Related Activities Disclosure”.

 

Industry Involvement   Specific Disclosure Necessary to
Fairly Present All Material
Facts, Risks and Uncertainties
  Cross References / Notes
All Issuers with U.S. Cannabis- Related Activities   Describe the nature of the issuer’s involvement in the U.S. cannabis industry and include the disclosures indicated for at least one of the direct, indirect and ancillary industry involvement types noted in this table.  

See:

●   “Nature of Involvement in the U.S. Cannabis Industry”

 

  Prominently state that cannabis is illegal under U.S. federal law and that enforcement of relevant laws is a significant risk.  

See:

●   “Nature of Involvement in the U.S. Cannabis Industry”

●   “Cannabis is Illegal under U.S. Federal Laws”

●   “Recap and Summary”

  Discuss any statements and other available guidance made by federal authorities or prosecutors regarding the risk of enforcement action in any jurisdiction where the issuer conducts U.S. cannabis-related activities.  

See:

●   “History of Legal Developments in the U.S. Cannabis Industry”

 

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    Outline related risks including, among others, the risk that third-party service providers could suspend or withdraw services and the risk that regulatory bodies could impose certain restrictions on the issuer’s ability to operate in the U.S.  

See:

●   “Nature of Involvement in the U.S. Cannabis Industry”

●   “Cannabis is Illegal under U.S. Federal Laws”

●   “History of Legal Developments in the U.S. Cannabis Industry”

●   “Recap and Summary”

  Given the illegality of cannabis under U.S. federal law, discuss the issuer’s ability to access both public and private capital and indicate what financing options are / are not available in order to support continuing operations.  

See:

●   “Ability to Access Capital”

 

  Quantify the issuer’s balance sheet and operating statement exposure to U.S. cannabis-related activities.   Approximately 22% of the Corporation’s balance sheet for the financial year of the Corporation ended October 31, 2019 related to the U.S. cannabis industry. As at the date of this Prospectus, the Corporation estimates that its balance sheet and operating statement exposure to U.S. cannabis-related activities is approximately 15%.
  Disclose if legal advice has not been obtained, either in the form of a legal opinion or otherwise, regarding (a) compliance with applicable state regulatory frameworks and (b) potential exposure and implications arising from U.S. federal law.   The Corporation has received legal advice from U.S. attorneys regarding (i) compliance with applicable U.S. state regulatory frameworks and (ii) potential exposure and implications arising from U.S. federal law. The Corporation and its U.S. counsel continue to monitor compliance carefully on an ongoing basis.
U.S. Cannabis Issuers with direct involvement in cultivation or distribution   Outline the regulations for U.S. states in which the issuer operates and confirm how the issuer complies with applicable licensing requirements and the regulatory framework enacted by the applicable U.S. state.   N/A
  Discuss the issuer’s program for monitoring compliance with U.S. state law on an ongoing basis, outline internal compliance procedures and provide a positive statement indicating that the issuer is in compliance with U.S. state law and the related licensing framework. Promptly disclose any non-compliance, citations or notices of violation which may have an impact on the issuer’s licence, business activities or operations.   N/A
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U.S. Cannabis Issuers with indirect involvement in cultivation or distribution   Outline the regulations for U.S. states in which the issuer’s investee(s) operate.   N/A
  Provide reasonable assurance, through either positive or negative statements, that the investee’s business is in compliance with applicable licensing requirements and the regulatory framework enacted by the applicable U.S. state. Promptly disclose any noncompliance, citations or notices of violation, of which the issuer is aware, that may have an impact on the investee’s licence, business activities or operations.   N/A
U.S. Cannabis Issuers with material ancillary involvement   Provide reasonable assurance, through either positive or negative statements, that the applicable customer’s or investee’s business is in compliance with applicable licensing requirements and the regulatory framework enacted by the applicable U.S. state.  

The Corporation takes commercially reasonable steps to (i) regularly monitor the development of applicable federal and state laws within the U.S., licensing requirements and regulatory frameworks, (ii) engage U.S. legal counsel, where appropriate, to ensure it is operating in compliance with all applicable laws and permits, and (ii) ensure that all third parties with which the Corporation or its subsidiaries engage in business dealings with are in compliance with the applicable cannabis regulatory framework enacted by the applicable state.

 

The Corporation believes that it is, and to the best of its knowledge, believes that each third party with which it has a working business relationship is, as of the date of this Prospectus, in compliance with the applicable cannabis regulatory framework in the U.S. states in which it operates.

 

Consolidated Capitalization

 

Except as described below, there have not been any material changes in the share and loan capital of the Corporation, on a consolidated basis, since the date of the Interim Financial Statements. The following is a summary of the material changes in the share and loan capital of the Corporation, on a consolidated basis, since the date of the Interim Financial Statements:

 

(a) Between August 1, 2020 and September 14, 2020, the Corporation issued an aggregate of 1,600,000 Warrants.

 

(b) Between August 26, 2020 and November 16, 2020, the Corporation issued an aggregate of 3,709,916 Common Shares upon the conversion of certain Unsecured Debentures, and 1,176,470 Common Shares in settlement of interest outstanding on certain Unsecured Debentures.

 

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(c) On November 17, 2020, the Corporation issued an aggregate of (i) 196,063,610 Common Shares, (ii) 3,683,280 stock options of the Corporation (“Options”), (iii) 886,929 restricted share units of the Corporation (“RSUs”), and (iv) 44,938,012 Warrants, in each case in connection with the Arrangement.

 

(d) On November 17, 2020, the Corporation assumed (i) a secured term loan in the principal amount of $21,150,000, and (ii) an unsecured term loan in the principal amount of $13,000,000, in each case in connection with the Arrangement.

 

(e) On November 20, 2020, the Corporation issued an aggregate of 16,200,000 Options to certain employees, directors, and consultants of the Corporation.

 

(f) On November 30, 2020, the Corporation issued an aggregate of 1,025,477 Common Shares, in settlement of outstanding fees payable to the certain directors of the Corporation and members of Management.

 

(g) On December 4, 2020, the Corporation issued an aggregate of 1,124,999 Common Shares, in settlement of interest on outstanding Unsecured Debentures.

 

(h) On December 4, 2020, the Corporation issued an aggregate of 2,750,000 Options to certain employees, directors, and consultants of the Corporation.

 

(i) On December 14, 2020, the Corporation issued secured convertible debentures of the Corporation (“Secured Debentures”) in the aggregate principal amount of $980,000.

 

(j) Between December 16, 2020 and January 7, 2021, the Corporation issued an aggregate of 9,090,909 Common Shares, upon the conversion of Unsecured Debentures.

 

(k) On January 4, 2021, the Corporation issued an aggregate of 1,000,000 Options to a director of the Corporation.

 

(l) On January 5, 2021, the Corporation issued an aggregate of 800,000 Common Shares, in settlement of interest on outstanding Unsecured Debentures.

 

(m) Between January 25, 2021 and February 12, 2021, the Corporation issued an aggregate of 5,160,002 Common Shares, upon the exercise of Warrants.

 

(n) Between January 26, 2021 and February 11, 2021, the Corporation issued an aggregate of 1,630,500 Common Shares, upon the exercise of Options.

 

(o) Between January 27, 2021 and February 10, 2021, the Corporation issued an aggregate of 94,291,438 Common Shares, upon the conversion of Secured Debentures.

 

(p) Between January 27, 2021 and February 10, 2021, the Corporation issued an aggregate of 11,945,580 Common Shares, upon the conversion of Unsecured Debentures.

 

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The following table sets forth the consolidated capitalization of the Corporation, on an undiluted basis, as at July 31, 2020, and the pro forma consolidated capitalization of the Corporation as at July 31, 2020, after giving effect to the material changes in the share and loan capital of the Corporation, on an undiluted, consolidated basis, since July 31, 2020 up to the date of this Prospectus, and adjusted to give effect to the Offering. The below table should be read in conjunction with the consolidated financial statements of the Corporation and the related notes and management’s discussion and analysis in respect of those statements that are incorporated by reference in this Prospectus.

 

            As at July 31, 2020, after giving effect to the Offering(1)
    Authorized   As at July 31, 2020   Assuming Over-Allotment
Option is Unexercised
  Assuming Exercise of the
Over-Allotment Option
Shareholder Equity                
Common Shares(1)   Unlimited   236,380,280   604,065,846   610,315,845
Warrants   Unlimited   132,201,464(7)   149,277,075(5)   152,402,074(5)
Options   10% of I/O Common Shares(2)   9,410,000   24,212,780(6)   24,212,780(6)
Restricted Share Units   10% of I/O Common Shares(2)   N/A   886,929   886,929
Debt                
Convertible Debentures
(Unsecured)
  --   $17,838,000   $11,481,826   $11,481,826
Convertible Debentures
(Secured)
  --   $15,807,500   $17,987,500(3)   $17,987,500
Loan Agreements   --   $4,540,000   $17,040,000(4)   $17,040,000

 

Notes:

(1) Excludes Common Shares issuable upon the exercise of convertible securities of the Corporation, including, but not limited to, Broker Warrants, Additional Warrants, Warrants (including the Warrants underlying the Broker Warrant Units), Options, Secured Debentures, Unsecured Debentures, and the Windsor Loan Agreement.
(2) Pursuant to the restricted share unit award plan of the Corporation (the “RSU Plan”), the maximum number of Common Shares that may be issued pursuant to the RSU Plan may not exceed in the aggregate, and together with all of the Corporation’s other security based compensation arrangements and including the stock option plan of the Corporation, 10% of the issued and outstanding Common Shares as at November 18, 2020.
(3) Reflects the outstanding balance as at July 31, 2020, (i) plus (A) $21,150,000, representing the principal amount of a secured term loan of Old Meta Growth assumed by the Corporation in connection with the Arrangement, and (B) $980,000, representing additional funds withdrawn from the Windsor Credit Facility subsequent to July 31, 2020, and (ii) minus $19,950,000, representing the aggregate principal amount converted into Common Share by the holders of Secured Debentures subsequent to July 31, 2020.
(4) Reflects the outstanding balance as at July 31, 2020, (i) plus $13,000,000, representing the principal amount of an unsecured term loan of Old Meta Growth assumed by the Corporation in connection with the Arrangement, and (ii) minus, $500,000, representing amounts repaid on a promissory note related to the acquisition of 102088460 Saskatchewan Ltd., completed in February 2020.
(5) Between August 1, 2020 and January 7 2021, an aggregate of 46,385,731 Warrants expired or were cancelled.
(6) Between October 31, 2020 and November 20, 2020, an aggregate of 7,200,000 Options were cancelled or forfeited.
(7) Excludes 1,250,000 Warrants which were underreported in the Interim Financial Statements.

 

44

 

USE OF PROCEEDS

 

Net Proceeds

 

The expected net proceeds to the Corporation from the Offering (assuming no exercise of the Over-Allotment Option, and that there were no sale of Units to purchasers on the President’s List) are estimated to be $18,800,000, after deducting the Underwriters’ Fee of $1,200,000, but before deducting the expenses of the Offering (estimated to be approximately $350,000). The Corporation intends to use the net proceeds of the Offering for the purposes outlined below.

 

If the Over-Allotment Option is exercised in full (and assuming that there were no sale of Units to purchasers on the President’s List), the net proceeds to the Corporation from the Offering are estimated to be $21,619,999, after deducting the Underwriters’ Fee of $1,380,000, but before deducting the expenses of the Offering (estimated to be approximately $350,000). The net proceeds from the exercise of the Over-Allotment Option, if any, are expected to be used for general corporate and other working capital purposes.

 

Principal Purposes

 

The Corporation currently anticipates using the estimated net proceeds from the Offering (assuming no exercise of the Over-Allotment Option) as set forth in the following table:

 

Principal Purposes   Estimated Allocation
Amount of Net
Proceeds(2)
Construction and opening approximately 15 new cannabis retail stores in the provinces of Ontario, Alberta, British Columbia, and Saskatchewan(1)   $4,500,000
Repayment of outstanding Indebtedness(2)   $5,600,000
Acquisition of Smoke Cartel, Inc.(3)   $2,600,000
General Corporate and Working Capital Purposes   $6,100,000
TOTAL:   $18,800,000

 

Notes:

(1) Includes costs and expenses associated with the purchase of the inventory necessary to open the cannabis retail stores.
(2) Includes, in each case as at the date of this Prospectus, (i) approximately $3,600,000 in principal amount and interest payable on outstanding Unsecured Debentures, maturing between April 2021 and June 2021, and (ii) approximately $2,000,000 in principal amount and interest payable on outstanding promissory notes of the Corporation, maturing in September 2021. The allocation of the net proceeds assumes that the Corporation (i) will be able to enter into favourable arrangements, on commercially reasonable terms, with one or more of the holders of the Secured Debentures as well as the counterparties to the loan agreements, to extend the maturity of the relevant debt instrument or otherwise reduce the aggregate indebtedness thereunder, and (ii) may not be able to enter into favourable arrangements, on commercially reasonable terms, with one or more of the holders of the Unsecured Debentures, and the holders of the promissory notes of the Corporation (such holders, collectively, the “Unsecured Debenture and Note Holders”), to extend the maturity of relevant debt instrument or otherwise reduce the aggregate indebtedness thereunder. In the event that the Corporation is not successful in entering into such favourable arrangements with one or more of the Unsecured Debenture and Note Holders, the Corporation intends to apply the allocated portion of the net proceeds to repay the Corporation’s indebtedness to such holders. However, in the event that the Corporation is successful in entering into such favourable arrangements with one or more of the Unsecured Debenture and Note Holders, the Corporation may consider, and where appropriate, reallocate a portion of the proceeds to one or more of the principal purposes noted in the above table.
(3) On January 25, 2021, the Corporation entered into the Smoke Cartel Acquisition Agreement with Smoke Cartel, to acquire all of the issued and outstanding Smoke Cartel Shares for aggregate gross consideration of US$8,000,000. The amount of the net proceeds allocated to complete the acquisition of Smoke Cartel exceeds 10% of the net proceeds, and includes US$2,000,000 allocated towards the satisfaction of the cash consideration anticipated to be payable pursuant to the Smoke Cartel Acquisition Agreement. For additional details, please see “Summary Description of the Business - Recent Developments - Smoke Cartel Agreement.”

 

45

 

Although the Corporation intends to use the proceeds from the Offering as set forth above, the actual allocation of the net proceeds may vary depending on future developments or unforeseen events. There can be no assurance that the above objectives will be completed. See “Risk FactorsDiscretion in the Use of Proceeds”.

 

Until applied, the net proceeds will be held as cash balances in the Corporation’s bank account or invested in certificates of deposit and other instruments issued by banks or obligations of or guaranteed by the Government of Canada or any province thereof. Unallocated funds from the Offering will be added to the working capital of the Corporation, and will be expended at the discretion of Management.

 

Business Objectives and Milestones

 

The Corporation’s intended use of the net proceeds from the Offering is consistent with its strategy of achieving growth through commercialization, both through market entry and market expansion, research and development, increasing its product inventory and attracting and retaining talent with various expertise.

 

The following table sets out the significant events which must occur in order for the Corporation to accomplish the primary business objectives (described above) and for which the Corporation has allocated the net proceeds from the Offering:

 

Business Objective   Milestone(s) that must occur for
Business Objective to be
Accomplished
  Anticipated Timing(1)
         

Construction and opening approximately 15 new cannabis retail stores in the provinces of Ontario, Alberta, British Columbia, and Saskatchewan

 

 

●   Obtain the requisite Authorizations (including, Retail Store Authorizations) necessary to commence operations

 

●   Order and receive inventory necessary to commence operations

 

  Q1, 2021 to Q4, 2021
Acquisition of Smoke Cartel, Inc.  

●   Complete the Offering and satisfy customary closing conditions in the Smoke Cartel Acquisition Agreement

 

●   Obtain the requisite Authorizations

  Q1 2021

 

Notes:

(1) All quarterly references refer to calendar quarters.

 

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

 

Units

 

Each Unit will be comprised of one Unit Share (being a Common Share forming a part of each Unit) and one half of one Warrant. Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances in accordance with the terms of the Warrant Indenture, one Warrant Share, at an exercise price of $0.58 until the date that is 36 months following the Closing Date. The Units will separate into Unit Shares and Warrants immediately upon issue.

 

Common Shares

 

The Corporation is authorized to issue an unlimited number of Common Shares without par value. Each Common Share carries the right to attend and vote at all general meetings of shareholders of the Corporation. As at July 31, 2020, there were 236,380,280 Common Shares issued and outstanding, and as at the date of this Prospectus, there were 562,399,180 Common Shares issued and outstanding, in each case on a non-diluted basis.

 

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Holders of Common Shares are entitled to receive notice of any meetings of shareholders of the Corporation and to attend and cast one (1) vote per Common Share at all such meetings. Holders of Common Shares are entitled to receive dividends if, as and when declared by the Board at its discretion from funds legally available for the payment of dividends. Upon the liquidation, dissolution or winding up of the Corporation, the holders of Common Shares are entitled to participate on a pro rata basis in any distribution of the remaining property or assets of the Corporation, subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares of the Corporation ranking senior in priority to, or on a pro rata basis with, the Common Shares. The Common Shares do not carry any pre-emptive rights, conversion or exchange rights, or redemption, retraction, repurchase rights, nor do they contain any sinking fund or purchase fund provisions. There are no provisions requiring a holder of Common Shares to contribute additional capital, and there are no restrictions on the issuance of additional Common Shares by the Corporation.

 

Warrants

 

The Warrants will be issued under, and be governed by, the terms of the Warrant Indenture. The following summary of the material provisions of the Warrants to be issued pursuant to the Offering and certain anticipated provisions of the Warrant Indenture does not purport to be complete and is subject to and is qualified in its entirety by reference to the detailed provisions of the Warrant Indenture. Promptly following execution thereof, a copy of the Warrant Indenture will be made available electronically under the Corporation’s issuer profile on SEDAR at www.sedar.com, and reference should be made to the Warrant Indenture for the full text of the attributes of the Warrants.

 

Each Warrant will entitle the holder to purchase one Warrant Share at a price of $0.58. The exercise price and the number of Warrant Shares issuable upon exercise are both subject to adjustment in certain circumstances as more fully described below. Each Warrant will be exercisable at any time prior to 4:00 p.m. (Toronto time) on the date that is 36 months following the Closing Date, after which time the Warrants will expire and become null and void.

 

The Warrant Indenture is expected to provide for adjustment to the exercise price of the Warrants and/or to the number or kind of securities issuable upon the exercise of the Warrants upon the occurrence of certain events, including:

 

(a) a subdivision of the Common Shares into a greater number of Common Shares or a consolidation of the Common Shares into a lesser number of Common Shares;

 

(b) the issuance of Common Shares or securities exchangeable or convertible into Common Shares to all or substantially all the holders of Common Shares by way of a stock dividend or other distribution;

 

(c) the issuance to all or substantially all of the holders of the Common Shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per Common Share to the holder (or at an exchange or conversion price per share) of less than 95% of the “current market price”, as defined in the Warrant Indenture, of Common Shares on such record date; and/or

 

(d) subject to certain exceptions, a distribution by the Corporation to all or substantially all the holders of the Common Shares, of securities of any class (whether of the Corporation or any other corporation) other than Common Shares, rights, options or warrants, evidences of indebtedness, or cash, securities, or other property or assets.

 

The Warrant Indenture is also expected to provide for adjustment in the class and/or number of securities issuable upon the exercise of the Warrants and/or the exercise price per security in the event of the following additional events:

 

(a) a reclassification of the Common Shares;

 

(b) the amalgamation, plan of arrangement or merger of the Corporation with or into another entity (other than an amalgamation, plan of arrangement or merger which does not result in any reclassification of the Common Shares or a change of the Common Shares into other shares); and/or

 

(c) a transfer (other than to one of the Corporation’s subsidiaries) of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or other entity.

 

47

 

No adjustment in the exercise price or the number of Warrant Shares will be required to be made unless the cumulative effect of such adjustment or adjustments would change the exercise price by at least one percent (1%) in the exercise price or the number of Warrant Shares purchasable upon exercise by at least one one-hundredth (1/100th) of a Common Share, as the case may be.

 

The Corporation also expects to covenant in the Warrant Indenture that, during the period in which the Warrants are exercisable, the Corporation will give notice to holders of Warrants of certain stated events, including events that would result in an adjustment to the exercise price for the Warrants or the number of Warrant Shares issuable upon exercise of the Warrants, at least 14 days prior to the record date or effective date, as the case may be, of such event.

 

No fraction of a Warrant Share will be issued upon the exercise of a Warrant, and no cash or other consideration will be paid in lieu thereof. Holders of Warrants will not have any voting rights or pre-emptive rights or any other rights, which a holder of Common Shares would have.

 

From time to time, the Corporation and the Warrant Agent may, without the consent of or notice to the holders of Warrants, amend or supplement the Warrant Indenture for certain purposes, including curing defects or inconsistencies or making any change that does not adversely affect the rights of any holder of Warrants. Any amendment or supplement to the Warrant Indenture that adversely affects the interests of the holders of the Warrants may only be made by “extraordinary resolution”, which is expected to be defined in the Warrant Indenture as a resolution either (i) passed at a meeting of the holders of Warrants at which there are present in person or represented by proxy, , registered holders of Warrants representing at least 25% of the aggregate number of the then outstanding Warrants and passed by the affirmative vote of holders of Warrants representing not less than 66⅔% of the aggregate number of all the then outstanding Warrants represented at the meeting and voted on such resolution, or (ii) adopted by an instrument in writing signed by the holders of not less than 66⅔% of the aggregate number of all then outstanding Warrants.

 

The Warrants and the Warrant Shares have not been registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants will not be exercisable by or on behalf of, or for the account or benefit of, a person in the U.S. or a U.S. Person, unless registered under the U.S. Securities Act or an exemption from such registration is available, and the Warrants and will bear a legend stating such. Certificates representing the Warrant Shares will not be registered or delivered to an address in the United States, unless an exemption from registration under the U.S. Securities Act and any applicable securities laws of the applicable state of the United States is available and the Corporation has received an opinion of legal counsel of recognized standing or other evidence to such effect in form and substance reasonably satisfactory to the Corporation. At the time of exercise of the Warrants, the holder of the Warrant will be required to provide certification pursuant to the terms of the Warrants that the holder is not in the United States or a U.S. Person and the Warrant is not being exercised on behalf of a U.S. Person or a person in the United States, or provide the required opinion of legal counsel. A holder who is a Qualified Institutional Buyer or a U.S. Accredited Investor, as applicable, at the time of exercise of the Warrants who purchased Units in the Offering to, or for the account or benefit of, persons in the United States or U.S. Persons will not be required to deliver an opinion of counsel or such other evidence in connection with the exercise of Warrants that are a part of those Units, other than a completed notice of exercise.

 

THE FOREGOING SUMMARY OF CERTAIN PROVISIONS OF THE WARRANT INDENTURE DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE PROVISIONS OF THE WARRANT INDENTURE, WHICH WILL BE MADE AVAILABLE ELECTRONICALLY UNDER THE CORPORATION’S ISSUER PROFILE ON SEDAR AT WWW.SEDAR.COM PROMPTLY FOLLOWING EXECUTION THEREOF.

 

Broker Warrants

 

As additional consideration for the services rendered in connection with the Offering, the Corporation has agreed to issue to the Underwriters such number of Broker Warrants as is equal to 6.0% of the aggregate number of Units sold under the Offering (including any Additional Units), provided that the number of Broker Warrants shall be reduced to 3.0% in respect of sales to purchasers on the President’s List. Each Broker Warrant will entitle the holder thereof to purchase one Broker Warrant Unit at an exercise price equal to the Offering Price at any time on or before the date that is 36 months after the Closing Date. The Broker Warrant Units will have the same terms as the Units. This Prospectus also qualifies the distribution of the Broker Warrants to the Underwriters.

 

48

 

The certificate representing the Broker Warrants will provide for standard adjustments in the number of Common Shares issuable upon the exercise of the Broker Warrants and/or the exercise price per Broker Warrant upon the occurrence of certain events, including:

 

(a) a subdivision of the Common Shares into a greater number of Common Shares or a consolidation of the Common Shares into a lesser number of Common Shares; and/or

 

(a) the issuance to all or substantially all of the holders of the Common Shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per Common Share to the holder (or at an exchange or conversion price per share) of less than 95% of the “current market price” of the Common Shares on such record date.

 

The Broker Warrants are non-transferable and will not be listed or quoted on any securities exchange. The holders of the Broker Warrants will not have any voting right or any other rights which a holder of Common Share would have.

 

PRIOR SALES

 

The following sections summarize details of the securities issued by the Corporation during the twelve (12) month period before the date of this Prospectus, including Common Shares and securities convertible into Common Shares.

 

Common Shares

 

Date Issued   Number of Securities   Issuance Price per
Security
February 14, 2020   3,000,000   $0.20
February 20, 2020   5,000,000   $0.20
March 6, 2020   612,764   $0.17
April 17, 2020   1,966,666   $0.12
June 15, 2020   1,871,343   $0.171
August 26, 2020   1,851,852   $0.19
October 20, 2020   1,858,064   $0.19
November 16, 2020   1,176,470   $0.17
November 18, 2020   196,063,610(1)   N/A
November 30, 2020   1,025,477   $0.17
December 4, 2020   1,124,999   $0.188
December 16, 2020   2,272,727   $0.22
December 30, 2020   2,272,727   $0.22
January 5, 2021   2,272,727   $0.22
January 5, 2021   800,000   $0.30
January 7, 2021   2,272,727   $0.22
January 25, 2021   824   $0.35
49

 

Date Issued   Number of Securities   Issuance Price per
Security
January 26, 2021   62,500   $0.20
January 27, 2021   800,000   $0.30
January 27, 2021   11,764,705   $0.17
January 27, 2021   10,227,272   $0.22
January 27, 2021   456,349   $0.25
January 29, 2021   4,545,454   $0.22
February 2, 2021   50,000   $0.20
February 3, 2021   1,136,363   $0.22
February 3, 2021   588,235   $0.17
February 4, 2021   13,636,363   $0.22
February 5, 2021   7,936,507   $0.25
February 5, 2021   250,000   $0.20
February 5, 2021   1,000,000   $0.50
February 8, 2021   3,529,411   $0.17
February 8, 2021   48,863,635   $0.22
February 8, 2021   200,000   $0.75
February 8, 2021   2,272,727   $0.22
February 8, 2021   275,000   $0.20
February 8, 2021   618,000   $0.30
February 9, 2021   82,400   $0.35
February 10, 2021   1,079,997   $0.75
February 11, 2021   100,000   $0.50
February 11, 2021   275,000   $0.20
February 11, 2021   1,333,333   $0.85
February 11, 2021   1,924,452   $0.35
February 12, 2021   18,993   $0.35

 

Notes:

(1) Issued to the shareholders of Meta Growth in exchange for all of the issued and outstanding common shares in the capital of Meta Growth, pursuant to the Arrangement.

 

50

 

Options

 

Date Issued   Number of Securities   Exercise Price per
Security
February 11, 2020   200,000   $0.50
November 18, 2020   3,683,280(1)   $0.77
November 25, 2020   16,200,000   $0.20
December 8, 2020   2,750,000   $0.20
January 4, 2021   1,000,000   $0.255

 

Notes:

(1) Issued in connection with the Arrangement to the holders of Old Meta Options, in exchange for all of the issued and outstanding Old Meta Options.

 

Warrants

 

Date Issued   Number of Securities   Exercise Price per
Security
September 13, 2020   1,600,000   $0.30
November 18, 2020   40,076,412(1)   $0.35
November 18, 2020   741,600(1)   $1.31
November 18, 2020   4,120,000(1)   $1.10

 

Notes:

(1) Issued in connection with the Arrangement to the holders of Old Meta Warrants, in exchange for all of the issued and outstanding Old Meta Warrants.

 

Secured Convertible Debentures

 

Date Issued   Principal Amount   Conversion Price per
Security
July 23, 2020   $10,807,500   $0.425
November 18, 2020(1)   $21,150,000   $0.22
December 14, 2020   $980,000   $0.17

 

Notes:

(1) Issued in connection with the Arrangement, whereunder the Corporation assumed Old Meta Growth’s obligations to the holders of the Old Meta Debentures.

 

TRADING PRICE AND VOLUME

 

The Common Shares were listed on the TSXV effective November 19, 2020, and as at the date of this Prospectus, continue to be listed on the TSXV under the trading symbol “HITI”. Prior to November 19, 2020, the Common Shares were listed on the Canadian Securities Exchange (the “CSE”) under the trading symbol “HITI”, from December 17, 2018 to November 18, 2020. The Common Shares are currently also listed and posted for trading on the FSE, under the symbol “2LY”, and on the OTC, under the symbol “HITIF”.

 

51

 

The following tables sets forth information relating to the trading of the Common Shares on the TSXV and the CSE for the months indicated:

 

TSXV

 

Month   High   Low   Trading Volume
February 2021(1)   $1.13   $0.44   142,475,114
January 2021   $0.690   $0.265   88,998,931
December 2020   $0.285   $0.165   40,401,972
November 2020(1)   $0.210   $0.175   10,484,481

 

Notes:

(1) From February 1, 2021 to February 12, 2021.
(2) From November 19, 2020 to November 30, 2020.

 

CSE

 

Month   High   Low   Trading Volume
November 2020   $0.19   $0.16   9,200,442
October 2020   $0.175   $0.15   10,115,225
September 2020   $0.20   $0.16   14,279,967
August 2020   $0.215   $0.145   14,368,381
July 2020   $0.165   $0.14   6,641,701
June 2020   $0.22   $0.15   12,334,915
May 2020   $0.20   $0.135   6,971,101
April 2020   $0.165   $0.09   4,734,470
March, 2020   $0.185   $0.085   8,144,538
February, 2020   $0.22   $0.14   4,049,504
January, 2020   $0.26   $0.15   11,415,790
December, 2019   $0.23   $0.16   7,211,534
November, 2019   $0.285   $0.18   4,123,640

 

Notes:

(1) From November 1, 2020 to November 18, 2020.

 

The closing price of the Common Shares on the TSXV, the OTC, and the FSE on February 1, 2021, the date of the announcement of the Offering, was, at the end of the trading day but prior to the announcement of the Offering, $0.55, US$0.4358, and €0.38 per Common Share, respectively. On February 12, 2021, the last trading day of the TSXV and the OTC prior to the date of this Prospectus, the closing price of the Common Shares was $0.77 and US$0.615, respectively. On February 15, 2021, the last trading day of the FSE prior to the date of this Prospectus, the closing price of the Common Shares was €0.56.

 

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PLAN OF DISTRIBUTION

 

Pursuant to the Underwriting Agreement, the Corporation has agreed to sell and the Underwriters have agreed to purchase, as principals, 41,666,666 Units at a price of $0.48 per Unit, for aggregate gross consideration of $20,000,000 payable in cash to the Corporation against delivery of the Units. The Offering Price has been determined by arm’s length negotiation between the Corporation and the Co-Lead Underwriters with reference to the prevailing market price of the Common Shares. The obligations of the Underwriters under the Underwriting Agreement are subject to certain closing conditions and may be terminated at its discretion on the basis of “disaster out”, “material change out”, “regulatory out”, “material adverse effect out” and “breach out” provisions in the Underwriting Agreement and may also be terminated upon the occurrence of certain other stated events. The Underwriters are, however, obligated to take up and pay for all of the Units if any Units are purchased under the Underwriting Agreement.

 

The Underwriters have been granted the Over-Allotment Option, exercisable, in whole or in part, at the sole discretion of the Underwriters, until the Over-Allotment Deadline to cover the Underwriters’ over-allocation position, if any, and for market stabilization purposes. The Over-Allotment Option may be exercised to acquire: (i) up to 6,249,999 Additional Units at the Offering Price, (ii) up to 6,249,999 Additional Shares, at a price of $0.44, (iii) up to 3,124,999 Additional Warrants, at a price of $0.08, or (iv) any combination of the Additional Units, the Additional Shares, and the Additional Warrants, provided that the aggregate number of Additional Shares and Additional Warrants which may be issued under the Over-Allotment Option does not exceed 6,249,999 Additional Units, 6,249,999 Additional Shares and 3,124,999 Additional Warrants.

 

The Additional Warrants will have the same terms as the Warrants. The Over-Allotment Option is exercisable by the Underwriters giving notice to the Corporation prior to the Over-Allotment Deadline, which notice shall specify the number of Additional Units, Additional Shares and/or Additional Warrants to be purchased. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Additional Units, Additional Shares and Additional Warrants issuable upon exercise of the Over-Allotment Option. A purchaser who acquires securities (including, but not limited to the Additional Units, Additional Shares and Additional Warrants) forming part of the Underwriters’ over-allocation position acquires such securities under the Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

 

In consideration for the services provided by the Underwriters in connection with the Offering, and pursuant to the terms of the Underwriting Agreement, the Corporation has agreed to pay the Underwriters the Underwriters’ Fee, equal to 6.0% of the gross proceeds from the Offering (including any gross proceeds raised on exercise of the Over-Allotment Option). The Underwriters’ Fee applicable to the portion of the gross proceeds of the Offering from sales to purchasers on the President’s List will be reduced to 3.0% on an amount up to $4,180,400. As additional compensation, the Corporation has agreed to issue to the Underwriters such number of Broker Warrants as is equal to 6.0% of the number of Units sold pursuant to the Offering. Each Broker Warrant entitles the holder thereof to purchase one Broker Warrant Unit at an exercise price equal to the Offering Price at any time on or before the date that is 36 months after the Closing Date. The number of Broker Warrants shall be reduced to 3.0% in respect of sales to purchasers on the President’s List. This Prospectus also qualifies the distribution of the Broker Warrants to the Underwriters. The Corporation has also agreed to reimburse the Underwriters for certain expenses related to the Offering. There are no payments in cash, securities or other consideration being made, or to be made, to a promoter, finder or any other person or company in connection with the Offering other than the payments to be made to the Underwriters in accordance with the terms of the Underwriting Agreement.

 

Pursuant to the terms of the Underwriting Agreement, the Corporation has agreed to indemnify the Underwriters and their directors, officers, employees, shareholders, unitholders, advisors and agents against, certain liabilities and expenses and to contribute to payments the Underwriters may be required to make in respect thereof.

 

The Offering is being made in each of the provinces and territories of Canada, except Québec. The Units will be offered in each such jurisdiction through the Underwriters or their affiliates who are registered to offer the Units for sale in such jurisdiction and such other registered dealers as may be designated by the Underwriters. The Units may also be offered and sold in the United States and to, or for the account or benefit of, U.S. Persons in a private placement.

 

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The TSXV has conditionally approved the listing of (i) the Unit Shares, (ii) the Warrant Shares, (iii) the Additional Shares, (iv) the Common Shares issuable on the exercise of the Additional Warrants, the Broker Warrants, and the Warrants comprising the Broker Warrant Units, and (v) the Warrants on the TSXV. Listing will be subject to the Corporation fulfilling all of the listing requirements of the TSXV.

 

The Underwriters propose to offer the Units initially at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Units at the Offering Price, the offering price may be decreased and may be further changed from time to time to an amount not greater than the Offering Price, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Units is less than the gross proceeds paid by the Underwriters to the Corporation.

 

Pursuant to the Underwriting Agreement, without the prior written consent of the Co-Lead Underwriters, such consent not to be unreasonably withheld, the Corporation has agreed not to issue, negotiate or enter into any agreement to sell or issue or announce the issue of, any equity securities or debt securities of the Corporation, other than: (i) in connection with the Offering, (ii) pursuant to the grant of options, restricted share units, or other securities of the Corporation in the normal course pursuant to the Corporation’s equity incentive plan or the issuance of securities pursuant to the exercise or conversion, as the case may be, of securities of the Corporation outstanding on the date hereof, (iii) as consideration in connection with an acquisition of assets or of a business or entity, a consolidation, merger, combination or plan of arrangement, or a transaction or series of transactions entered into in response to an unsolicited bid by a third party to engage in any of the foregoing transactions, (iv) in settlement of outstanding indebtedness of the Corporation to arm’s length third parties (including, in settlement of principal and interest payable on the outstanding debt instruments of the Corporation), subject to a maximum of $2.0 million for the settlement of outstanding indebtedness and interest payable thereon at currently prevailing conversion prices, or (v) on the exercise of the Warrants, for a period of 90 days following the Closing Date. In addition, and subject to certain exceptions, all “reporting insiders” (as defined in National Instrument 55-104 – Insider Reporting Requirements and Exemptions) of the Corporation shall agree, prior to the Closing Date, not to sell, or agree to sell (or announce any intention to do so), any Common Shares or equity securities of the Corporation or securities exchangeable or convertible into Common Shares for a period of 90 days from the Closing Date without the prior written consent of the Co-Lead Underwriters, which consent will not be unreasonably withheld.

 

Pursuant to policy statements of certain securities regulators, the Underwriters may not, throughout the period of distribution, bid for or purchase Units. The foregoing restriction is subject to certain exceptions including: (i) a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplaces administered by the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market making activities, (ii) a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of the distribution, provided that the bid or purchase was for the purpose of maintaining a fair and orderly market and not engaged in for the purpose of creating actual or apparent active trading in, or raising the price of, such securities, or (iii) a bid or purchase to cover a short position entered into prior to the commencement of a prescribed restricted period. Consistent with these requirements, and in connection with this distribution, the Underwriters may over-allot or effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on the TSXV, in the over-the counter market, or otherwise.

 

Subscriptions will be received subject to rejection or allotment in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice. Closing of the Offering is expected to take place on or about February 18, 2021, or such other date as may be agreed upon by the Corporation and the Underwriters, but in any event not later than 42 days after the date of the receipt for this Prospectus. It is anticipated that the Units will be delivered under the book-based system through CDS or its nominee and deposited in electronic form. A purchaser of Units will receive only a customer confirmation from the registered dealer from or through which the Units are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold Units on behalf of owners who have purchased Units in accordance with the book-based system. No certificates will be issued unless specifically requested or required. Notwithstanding the foregoing, all Units, Unit Shares and Warrants offered and sold in the United States or to or for the account or benefit of U.S. Persons who are U.S. Accredited Investors, and who are not Qualified Institutional Buyers will be issued in certificated, individually registered form.

 

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The Unit Shares and the Warrants comprising the Units offered hereby and the Warrant Shares issuable upon exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and may not be offered, sold or delivered, directly or indirectly, to, or for the account or benefit of, a person in the U.S. or a U.S. Person, unless registered under the U.S. Securities Act or an exemption from such registration is available, and the Warrants and will bear a legend stating such.

 

Each Underwriter has agreed that, except as permitted by the Underwriting Agreement and as expressly permitted by applicable U.S. federal securities laws and the securities laws of the applicable state of the United States, it will not offer or sell the Units at any time to, or for the account or benefit of, any person in the United States or any U.S. Person as part of its distribution. The Underwriting Agreement permits the Underwriters acting through its United States broker-dealer affiliate to (i) offer the Units for sale by the Corporation in the United States and to or for the account or benefit of U.S. Persons as substituted purchasers that are U.S. Accredited Investors, in compliance with Rule 506(b) of Regulation D under the U.S. Securities Act and applicable U.S. state securities laws, and (ii) reoffer and resell the Units that they have acquired pursuant to the Underwriting Agreement in the United States and to, or for the account or benefit of U.S. Persons, that are Qualified Institutional Buyers in compliance with Rule 144A under the U.S. Securities Act and applicable U.S. state securities laws. Moreover, the Underwriting Agreement provides that the Underwriters will offer and sell the Units outside the United States to non-U.S. Persons only in accordance with Rule 903 of Regulation S. The Units, and the Unit Shares and the Warrants comprising the Units, that are offered or sold to, or for the account or benefit of, a person in the United States or a U.S. Person, and any Warrant Shares issued upon the exercise of such Warrants, will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and will be subject to restrictions to the effect that such securities have not been registered under the U.S. Securities Act or the securities laws of the applicable state of the United States and may only be offered, sold, pledged or otherwise transferred pursuant to certain exemptions from the registration requirements of the U.S. Securities Act and the securities laws of the applicable state of the United States.

 

The Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of the applicable state of the United States, and the Warrants will not be exercisable by or on behalf of a person in the United States or a U.S. Person, nor will certificates representing the Warrant Shares be registered or delivered to an address in the United States, unless an exemption from registration under the U.S. Securities Act and the securities laws of the applicable state of the United States is available and the Corporation has received an opinion of legal counsel of recognized standing or other evidence to such effect in form and substance reasonably satisfactory to the Corporation. Notwithstanding the foregoing, a holder who is a Qualified Institutional Buyer or a U.S. Accredited Investor, as applicable, at the time of exercise of the Warrants who purchased Units in the Offering to, or for the account or benefit of, persons in the United States or U.S. Persons will not be required to deliver an opinion of legal counsel or such other evidence in connection with the exercise of Warrants that are a part of those Units.

 

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Units offered under the Offering in the United States. In addition, until 40 days after the commencement of the Offering, an offer or sale of the Units in the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made other than in accordance with an exemption from such registration requirements.

 

ELIGIBILITY FOR INVESTMENT

 

In the opinion of Garfinkle Biderman LLP, counsel to the Corporation, and Stikeman Elliott LLP, counsel to the Underwriters, based on the current provisions of the Income Tax Act (Canada) and the regulations thereunder (collectively, the “Tax Act”) in force on the date of this Prospectus, the Unit Shares, Warrants, and Warrant Shares, if issued on the date hereof, would be a qualified investments under the Tax Act for a trust governed by a registered retirement savings plan (“RRSP”), registered education savings plan (“RESP”), registered retirement income fund (“RRIF”), deferred profit sharing plan, registered disability savings plan (“RDSP”) or tax-free savings account (a “TFSA”) (each, a “Registered Plan”), provided that, subject to the provisions of any particular Registered Plan, at such time:

 

(a) in the case of the Unit Shares and Warrant Shares, (i) such shares are listed on a “designated stock exchange” within the meaning of the Tax Act (which, on the date hereof, includes Tier 1 and Tier 2 of the TSXV and the FSE), or (ii) the Corporation otherwise qualifies as a “public corporation” (as defined in the Tax Act); and

 

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(b) in the case of the Warrants, (i) the Warrants are listed on a “designated stock exchange” within the meaning of the Tax Act (which, on the date hereof, includes Tier 1 and Tier 2 of the TSXV and the FSE), or (ii) the Warrant Shares are qualified investments as described in paragraph (a), above, and the Corporation is not an annuitant, a beneficiary, an employer or a subscriber under or a holder of the particular Registered Plan and deals at arm’s length (within the meaning of the Tax Act) with each person who is an annuitant, a beneficiary, an employer or a subscriber under or a holder of such Registered Plan.

 

Notwithstanding that the Unit Shares, Warrants, and Warrant Shares may be a qualified investment for a trust governed by an RRSP, RRIF, RESP, RDSP or a TFSA, the annuitant under an RRSP or RRIF, the subscriber under a RESP or the holder of a TFSA or RDSP, as the case may be, will be subject to a penalty tax if the securities are a “prohibited investment” within the meaning of the Tax Act for the RRSP, RRIF, RESP, RDSP or TFSA. The Unit Shares, Warrants and Warrant Shares will generally not be a “prohibited investment” for a trust governed by an RRSP, RRIF, RESP, RDSP or TFSA provided that the holder of the TFSA or RDSP, the subscriber under a RESP or annuitant of the RRSP or RRIF, as the case may be: (i) deals at arm’s length with the Corporation for the purposes of the Tax Act, and (ii) does not have a “significant interest” (as defined in the Tax Act) in the Corporation. In addition, the Unit Shares and Warrant Shares will generally not be a prohibited investment if such securities are “excluded property” (as defined in the Tax Act) for trusts governed by an RRSP, RRIF, RESP, RDSP or TFSA.

 

PROSPECTIVE PURCHASERS WHO INTEND TO HOLD UNIT SHARES, WARRANTS, OR WARRANT SHARES IN A REGISTERED PLAN SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THESE RULES IN THEIR PARTICULAR CIRCUMSTANCES.

 

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

 

In the opinion of Garfinkle Biderman LLP, counsel to the Corporation, and Stikeman Elliott LLP, counsel to the Underwriters (collectively, “Counsel”), the following is, as at the date of this Prospectus, a summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable to: (i) a purchaser (the “Initial Purchaser”) who acquires as beneficial owner pursuant to this Offering the Common Shares and Warrants which comprise the Units, and (ii) an Initial Purchaser who acquires Warrant Shares on the exercise of such Warrants (the Common Shares, the Warrants, and the Warrant Shares, collectively, the “Securities”), and who, for the purposes of the application of the Tax Act and at all relevant times: (a) deals at arm’s length with the Corporation and the Underwriters, (b) is not affiliated with the Corporation or the Underwriters, and (c) holds the Securities as capital property. The Securities will generally be capital property to an Initial Purchaser unless they are held in the course of carrying on a business of trading or dealing in securities or were acquired in one or more transactions considered to be an adventure or concern in the nature of trade. An Initial Purchaser of Units meeting all such requirements is referred to as a “Holder” in this section of the Prospectus.

 

This summary does not apply to a Holder (i) that is a “financial institution” for the purposes of the mark-to-market rules contained in the Tax Act, (ii) that is a “specified financial institution” as defined in the Tax Act, (iii), an interest which would be a “tax shelter investment” as defined in the Tax Act, (iv) that has made a “functional currency” reporting election under the Tax Act, or (v) that has or will enter into a “derivative forward agreement” or “synthetic disposition arrangement”, as such terms are defined in the Tax Act, with respect to any Securities. Such Holders should consult their own tax advisors with respect to an investment in Units.

 

This summary is based upon the provisions of the Tax Act in force as of the date of this Prospectus and Counsel’s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”). This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and assumes that the Tax Proposals will be enacted in the form proposed, although no assurance can be given that the Tax Proposals will be enacted in their current form or at all. This summary does not otherwise take into account any changes in law or in the administrative policies or assessing practices of the CRA, whether by legislative, governmental or judicial decision or action, nor does it take into account or consider any other federal or any provincial, or foreign income tax considerations, which considerations may differ significantly from the Canadian federal income tax considerations discussed in this summary.

 

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THIS SUMMARY IS OF A GENERAL NATURE ONLY, IS NOT EXHAUSTIVE OF ALL POSSIBLE CANADIAN FEDERAL INCOME TAX CONSIDERATIONS AND IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR HOLDER. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THEIR PARTICULAR CIRCUMSTANCES.

 

Allocation of Offering Price

 

Holders will be required to allocate, on a reasonable basis, their cost of each Unit between the Unit Share and the one-half Warrant in order to determine their respective costs for purposes of the Tax Act.

 

For its purposes, the Corporation intends to allocate $0.44 to each Unit Share and $0.04 to the one-half Warrant forming part of each Unit. Although the Corporation believes that its allocation is reasonable, it is not binding on the CRA or the Holder.

 

The adjusted cost base to a Holder of each Unit Share comprising a part of a Unit acquired pursuant to the Offering will be determined by averaging the cost of such Unit Share with the adjusted cost base to such Holder of all other Common Shares (if any) held by the Holder as capital property immediately prior to the acquisition.

 

Exercise of Warrants

 

No gain or loss will be realized by a Holder upon the exercise of a Warrant to acquire a Warrant Share. When a Warrant is exercised, the Holder’s cost of the Warrant Share acquired thereby will be the aggregate of the Holder’s adjusted cost base of such Warrant and the exercise price paid for the Warrant Share. The Holder’s adjusted cost base of the Warrant Share so acquired will be determined by averaging such cost with the adjusted cost base to the Holder of all Common Shares (if any) owned by the Holder as capital property immediately prior to such acquisition.

 

Expiry of Warrants

 

The expiry of an unexercised Warrant will generally result in a capital loss to the Resident Holder equal to the adjusted cost base of the Warrant to the Resident Holder immediately before its expiry. See the discussion below under the heading “Capital Gains and Capital Losses”.

 

Resident Holders

 

The following section of this summary applies to Holders who, for the purposes of the Tax Act, are or are deemed to be resident in Canada at all relevant times (“Resident Holders”). Certain Resident Holders whose Common Shares or Warrant Shares might not constitute capital property may make, in certain circumstances, an irrevocable election permitted by subsection 39(4) of the Tax Act to deem the Common Shares, Warrant Shares and every other “Canadian security” as defined in the Tax Act, held by such persons in the taxation year of the election and each subsequent taxation year to be capital property. This election will not apply to the Warrants. Resident Holders should consult their own tax advisors regarding this election.

 

Dividends on Common Shares

 

In the case of a Resident Holder who is an individual (other than certain trusts), dividends received or deemed to be received on the Common Shares will be included in computing the Resident Holder’s income and will be subject to the gross-up and dividend tax credit rules normally applicable in respect of “taxable dividends” received from “taxable Canadian corporations” (as defined in the Tax Act), including the enhanced dividend tax credit in respect of “eligible dividends”, if any, so designated by the Corporation to the Resident Holder in accordance with the provisions of the Tax Act. There may be limitations on the Corporation’s ability to designate dividends as “eligible dividends”.

 

Dividends received or deemed to be received by a corporation that is a Resident Holder on the Common Shares must be included in computing the Resident Holder’s income but will generally be deductible in computing its taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

 

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A Resident Holder that is a “private corporation” (as defined in the Tax Act) and certain other corporations controlled by or for the benefit of an individual (other than a trust) or related group of individuals (other than trusts) generally will be liable to pay an additional refundable tax under Part IV of the Tax Act on dividends received or deemed to be received on the Common Shares to the extent such dividends are deductible in computing taxable income.

 

Disposition of Securities

 

Upon a disposition or deemed disposition of a Unit Share, Warrant (other than on the exercise or expiry of such Warrant) or Warrant Share, a capital gain (or capital loss) will generally be realized by a Resident Holder to the extent that the proceeds of disposition are greater (or less) than the aggregate of the adjusted cost base of such security to the Resident Holder immediately before the disposition and any reasonable costs of disposition. Such capital gain (or capital loss) will be subject to the treatment described below under “Capital Gains and Capital Losses”.

 

Capital Gains and Capital Losses

 

Generally, a Resident Holder is required to include, in computing its income for a taxation year, one-half of the amount of any capital gain (a “taxable capital gain”) realized in the year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss (an “allowable capital loss”) realized in a taxation year from taxable capital gains realized in that year by such Resident Holder. Allowable capital losses in excess of taxable capital gains may be carried back and deducted in any of the three preceding years or carried forward and deducted in any following taxation year against taxable capital gains realized in such year to the extent and under the circumstances described in the Tax Act.

 

The amount of any capital loss realized on the disposition or deemed disposition of Common Shares by a Resident Holder that is a corporation may be reduced by the amount of dividends received or deemed to have been received by it on such shares or shares substituted for such shares to the extent and in the circumstance specified by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns Common Shares, directly or indirectly, through a partnership or trust. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

 

Other Income Taxes

 

A Resident Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act) may also be liable to pay an additional tax (refundable in certain circumstances) on certain investment income, including taxable capital gains.

 

Capital gains realized and dividends received or deemed to be received by a Resident Holder that is an individual (other than certain specified trusts) may give rise to minimum tax as calculated under the detailed rules set out in the Tax Act. Resident Holders that are individuals should consult their own advisors with respect to the application of the minimum tax.

 

Non-Resident Holders

 

The following section of the summary applies to a Holder who, at all relevant times, for purposes of the Tax Act, (i) is neither resident nor deemed to be resident in Canada, (ii) does not, and is not deemed to, use or hold the Securities in, or in the course of carrying on a business in Canada, and (iii) is not a person who carries on or is deemed to carry on an insurance business in Canada and elsewhere (a “Non-Resident Holder”). Such Non-Resident Holders should consult their own tax advisors.

 

Dividends on Common Shares

 

Dividends paid or credited or deemed to be paid or credited to a Non-Resident Holder on the Common Shares by the Corporation are subject to Canadian withholding tax at the rate of 25% on the gross amount of the dividend, unless such rate is reduced by the terms of an applicable income tax treaty or convention. For example, under the Canada-United States Tax Convention (1980) (the “Treaty”) as amended, the rate of withholding tax on dividends paid or credited to a Non-Resident Holder who is resident in the United States for purposes of the Treaty and is entitled to all of the benefits under the Treaty (a “U.S. Holder”) is generally limited to 15% of the gross amount of the dividend (or 5% in the case of a U.S. Holder that is a company beneficially owning at least 10% of Corporation’s voting shares). Non-Resident Holders should consult their own tax advisors.

 

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Disposition of Securities

 

A Non-Resident Holder generally will not be subject to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of a Security, nor will capital losses arising therefrom be recognized under the Tax Act, unless the Security constitutes “taxable Canadian property” to the Non-Resident Holder thereof for purposes of the Tax Act, and the gain is not exempt from tax pursuant to the terms of an applicable income tax treaty or convention.

 

Provided that Unit Shares and Warrant Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes Tier 1 and Tier 2 of the TSXV and the FSE) at the time of disposition, the Security generally will not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time during the 60-month period immediately preceding the disposition the following two conditions are met concurrently: (i) the Non-Resident Holder, persons with whom the Non-Resident Holder did not deal at arm’s length, partnerships in which the Non-Resident Holder or such non-arm’s length person holds a membership interest (either directly or indirectly through one or more partnerships), or the Non-Resident Holder together with all such persons, owned 25% or more of the issued shares of any class or series of shares of the Corporation, and (ii) at such time, more than 50% of the fair market value of the Common Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource property” (as defined in the Tax Act), “timber resource property” (as defined in the Tax Act) or an option, an interest or civil law right in such property, whether or not such property exists. Notwithstanding the foregoing, the Securities may also be deemed to be taxable Canadian property to a Non-Resident Holder under certain provisions of the Tax Act.

 

Even if a Security is “taxable Canadian property” to a Non-Resident Holder, such Non-Resident Holder may be exempt from tax under the Tax Act on the disposition of such Security by virtue of an applicable income tax treaty or convention.

 

A Non-Resident Holder’s capital gain (or capital loss) in respect of a Security that constitutes or is deemed to constitute taxable Canadian property (and is not exempt from tax under an applicable income tax treaty or convention) will generally be computed in the manner described above under the subheading “Certain Canadian Federal Income Tax Considerations - Resident Holders – Disposition of Securities”.

 

NON-RESIDENT HOLDERS WHOSE SECURITIES ARE TAXABLE CANADIAN PROPERTY SHOULD CONSULT THEIR OWN TAX ADVISORS.

 

CERTAIN SECURITIES LAW MATTERS

 

Following the announcement of the Offering, Mr. Rahim Kanji, Mr. Vahan Ajamian, and Mr. Shimmy Posen, the Chief Financial Officer, the Vice President Capital Markets, and the Corporate Secretary of the Corporation, respectively (collectively, the “Participating Insiders”) expressed an intention to participate in the Offering and acquire up to an aggregate of 2,914,167 Units pursuant to the Offering. Each of the Participating Insiders would be purchasers included in the President’s List, and accordingly, the Underwriters’ Fee and the number of Broker Warrants shall be reduced to 3.0% in respect of the sale of Units to such Participating Insiders. See “Plan of Distribution”.

 

The participation of the Participating Insiders in the Offering would constitute a “related party transaction”, as such term is defined in MI 61-101, and absent an available exemption set forth in MI 61-101, such participation would require the Corporation to receive minority shareholder approval for, and obtain a formal valuation for the subject matter of, the transaction in accordance with MI 61-101, prior to the completion of such transaction. However, the Corporation intends to rely on exemptions from the formal valuation and the minority shareholder approval requirements of MI 61-101, available to the Corporation under Section 5.5(b) and Section 5.7(1)(a) of MI 61-101, respectively, in each case on the basis that the fair market value of the Participating Insiders’ participation in the Offering is not anticipated to exceed 25% of the market capitalization of the Corporation, as determined in accordance with MI 61-101.

 

Neither the Corporation nor, to the knowledge of the Corporation after reasonable inquiry, any of the Participating Insiders, has knowledge of any material information concerning the Corporation or its securities that has not been generally disclosed in accordance with applicable Canadian securities laws.

 

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RISK FACTORS

 

In this section of the Prospectus, unless the context requires otherwise, references to the “Corporation” include the Corporation and its subsidiaries, taken as a whole.

 

An investment in the securities of the Corporation (including, the Units) is speculative and is subject to a number of risks and uncertainties, including risks inherent in the industry in which the Corporation operates. In addition to the information set out below and the other information contained in this Prospectus, including in the section entitled “Cautionary Note Regarding Forward-Looking Information”, prospective purchasers should carefully consider the risk factors related to the Corporation’s business and operations set out in the documents incorporated by reference herein, as well as in Schedule “A” to Appendix “D” of the 2020 Meta Circular, which is specifically incorporated by reference in this Prospectus. The 2020 Meta Circular may be accessed on the Corporation’s issuer profile on SEDAR at www.sedar.com. Additionally, prospective purchasers should consider the risk factors and uncertainties set forth below.

 

The risks and uncertainties described below or incorporated by reference in this Prospectus are not the only risks and uncertainties faced by the Corporation. Additional risks and uncertainties that the Corporation is not aware of or focused on, or that the Corporation currently deems to be immaterial, may materialize and could have a Material Adverse Effect, could result in a decline in the trading price of the Common Shares, and could cause purchasers to lose all or part of their investment. There can be no assurance that the Corporation will successfully address any or all of these risks.

 

In the event that any one or more of these risks or uncertainties materialize, such occurrence could have a Material Adverse Effect, and could cause prospective purchasers to lose all or part of their investment.

 

Risks Related to the Offering

 

Completion of the Offering

 

The completion of the Offering remains subject to a number of conditions. There can be no certainty that the Offering will be completed. Failure by the Corporation to satisfy all of the conditions precedent to the Offering would result in the Offering not being completed. If the Offering is not completed, the Corporation may not be able to raise the funds required for the purposes contemplated under “Use of Proceeds” from other sources on commercially reasonable terms or at all.

 

Discretion in the Use of Proceeds

 

Although the Corporation expects to use the proceeds from the Offering for the purposes contemplated under “Use of Proceeds”, Management will have discretion concerning the use of the proceeds of the Offering as well as the timing of their expenditure. As a result, purchasers will be relying on the judgment of Management for the application of the proceeds of the Offering. Management may use the net proceeds of the Offering other than as described under the heading “Use of Proceeds” if they believe it would be in the Corporation’s best interest to do so and in ways that a purchaser may not consider desirable. The results and the effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, the Corporation’s results of operations may suffer.

 

Additional Financing

 

The continued development of the Corporation will require additional financing. There is no guarantee that the Corporation will be able to achieve its business objectives. The Corporation expects to fund its business objectives by way of additional offerings of equity and/or debt financing. The failure to raise or procure such additional funds could result in the delay or indefinite postponement of the Corporation’s current business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on terms acceptable to the Corporation. Specifically, due to the Corporation’s presence in the U.S. cannabis market and given the current laws regarding cannabis at the federal level in the U.S., traditional bank financing is typically not available to issuers engaged in the U.S. cannabis industry. The federal illegality of cannabis in the U.S. means that financial transactions involving proceeds generated by cannabis-related activities can form the basis for prosecution under several U.S. statutes, including money laundering statutes. As a result, the Corporation may not be able to secure financing on terms acceptable to it, or at all.

 

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If additional funds are raised by offering equity securities or convertible debt, existing shareholders of the Corporation could suffer significant dilution. Any debt financing secured in the future could involve the granting of security against assets of the Corporation and also contain restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Corporation to obtain additional capital and to pursue business opportunities, including potential acquisitions. The Corporation may require additional financing to fund its operations.

 

An Investment in Unit Shares or Warrants may result in the Loss of an Investor’s Entire Investment.

 

An investment in the Unit Shares or Warrants is speculative, involves a high degree of risk and may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high risk investments and who can afford to lose their entire investment should consider an investment in the Corporation.

 

No Market for the Warrants

 

The TSXV has conditionally approved the listing of the Warrants on the TSXV. Listing will be subject to the Corporation fulfilling all of the listing requirements of the TSXV. Accordingly, there is currently no market through which the Warrants may be sold and the Warrants may not be listed on any securities or stock exchange or automated dealer quotation system. As a result, the purchasers may not be able to resell the Warrants purchased under this Prospectus. This may affect pricing of the Warrants in the secondary market, the transparency and availability of trading prices and the liquidity of the Warrants. The Offering Price and the allocation thereof between the Unit Shares and the Warrants comprising the Units have been determined by negotiation between the Corporation and the Co-Lead Underwriters.

 

Holders of Warrants have no Rights as Shareholders

 

Until a holder of Warrants acquires Warrant Shares upon exercise of such Warrants, such holder will have no rights with respect to the Warrant Shares underlying such Warrants. Upon exercise of such Warrants, such holder will be entitled to exercise the rights of a holder of Common Shares only as to matters for which the record date occurs after the exercise date of such Warrants.

 

No Assurance of Future Liquidity for the Common Shares

 

Shareholders of the Corporation may be unable to sell significant quantities of Common Shares into the public trading markets without a significant reduction in the price of their Common Shares, or at all. There can be no assurance that there will be sufficient liquidity of the Common Shares on the trading market, or that the Corporation will continue to meet the listing requirements of the TSXV, the OTC, or the FSE, or achieve listing on any other public listing exchange.

 

Market Price Volatility

 

The market price at which the Common Shares will trade cannot be predicted. The market price of the Common Shares may be adversely affected by a variety of factors relating to the Business, including fluctuations in operating and financial results, as well as factors unrelated to the Corporation, such as developments in the global markets and economy, and the cannabis industry. In particular, the stock markets in general have recently experienced extreme volatility. This general market volatility may adversely affect the market price of the Common Shares and the liquidity of the Common Shares.

 

Sales by Existing Shareholders

 

Sales of a substantial number of Common Shares in the public market could occur at any time. These sales, or the market perception that the holders of a large number of Common Shares intend to sell Common Shares, could reduce the market price of the Common Shares. If this occurs and continues, it could impair the Corporation’s ability to raise additional capital through the sale of securities.

 

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Investment Eligibility

 

There can be no assurance that the Units will continue to be qualified investments under relevant Canadian tax laws for trusts governed by RRSPs, RRIFs, deferred profit sharing plans, RESPs, RDSPs and TFSAs. The Tax Act imposes penalties for the acquisition or holding of nonqualified or prohibited investments. See “Eligibility for Investment”.

 

Dividend Policy

 

The Corporation has not declared and paid dividends in the past and may not declare and pay dividends in the future. The declaration, timing, amount and payment of dividends are at the discretion of the Board and will depend upon the Corporation’s future earnings, cash flows, acquisition capital requirements and financial condition, and other relevant factors. There can be no assurance that the Corporation will declare a dividend on a quarterly, annual or other basis.

 

Risks Related to the Business of the Corporation

 

The following is a non-exhaustive list of certain specific and general risks that Management is aware of and believe to be material to, and could affect, the Business, and the results of operations, prospects and financial condition of the Corporation. These risks are in addition to the risk factors related to the Business described in the documents incorporated by reference in this Prospectus as well as the risk factors set out in Schedule “A” to Appendix “D” of the 2020 Meta Circular, which is specifically incorporated by reference in this Prospectus and accessible on the Corporation’s issuer profile on SEDAR at www.sedar.com.

 

Cash Flow from Operations

 

As at July 31, 2020, the Corporation’s cash and unaudited net working capital balances were approximately $7,108,000 and negative $11,385,000, respectively. Although the Corporation anticipates it will have positive cash flow from operating activities in future periods, to the extent that the Corporation has negative cash flow in any future period, certain of the net proceeds from the Offering may be used to fund such negative cash flow from operating activities. If the Corporation experiences future negative cash flow, the Corporation may also be required to raise additional funds through the issuance of equity or debt securities. There can be no assurance that the Corporation will be able to generate positive cash flow from its operations, that additional capital or other types of financing will be available when needed, or that these financings will be on terms favourable to the Corporation. In addition, the Corporation expects to achieve positive cash flow from operating activities in future periods. However, this is based on certain assumptions and subject to significant risks.

 

Licenses and Permits

 

The ability of the Corporation to continue the Business is dependent on the good standing of various Authorizations from time to time possessed by the Corporation and adherence to all regulatory requirements related to such activities. The Corporation will incur ongoing costs and obligations related to regulatory compliance, and any failure to comply with the terms of such Authorizations, or to renew the Authorizations after their expiry dates, could have a Material Adverse Effect.

 

Although Management believes that the Corporation will meet the requirements of applicable laws for future extensions or renewals of the applicable Authorizations, there can be no assurance that applicable governmental entities will extend or renew the applicable Authorizations, or if extended or renewed, that they will be extended or renewed on the same or similar terms. In the event that the applicable governmental entities do not extend or renew the applicable Authorizations, or should they renew the applicable Authorizations on different terms, any such event or occurrence could have a Material Adverse Effect.

 

The Corporation remains committed to regulatory compliance. However, any failure to comply with applicable laws may result in additional costs for corrective measures, penalties, or restrictions on the operations of the Corporation. In addition, changes in applicable laws or other unanticipated events could require changes to the operations of the Corporation, increased compliance costs or give rise to material liabilities, which could have a Material Adverse Effect.

 

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Changes in Laws

 

The Business is subject to a variety of applicable laws, including those relating to the marketing, acquisition, manufacturing, management, transportation, storage, sale, packaging and labeling, and disposal of cannabis and cannabis products. The Corporation is also subject to applicable laws relating to health and safety, the conduct of operations, taxation of products and the protection of the environment. As applicable laws pertaining to the cannabis industry are relatively new, it is possible that significant legislative amendments may still be enacted – either provincially or federally – that address current or future regulatory issues or perceived inadequacies in the regulatory framework. Changes to applicable laws could have a Material Adverse Effect.

 

The legislative framework pertaining to the Canadian adult-use cannabis market is subject to significant provincial and territorial regulation. The legal framework varies across provinces and territories and results in asymmetric regulatory and market environments. Different competitive pressures, additional compliance requirements, and other costs may also limit the Corporation’s ability to participate in such market.

 

Risks Relating to Suppliers

 

Cannabis retailers are dependent on the supply of cannabis products from Licensed Producers. There can be no assurance that there will be a sufficient supply of cannabis available to the Corporation to purchase and to operate the Business or satisfy demand. Licensed Producers’ growing operations are dependent on a number of key inputs and their related costs, including raw materials and supplies. Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could materially impact Licensed Producers and, in turn, could have a Material Adverse Effect. Any inability of Licensed Producers to secure required supplies and services or to do so on appropriate terms could also have a Material Adverse Effect. The facilities of the Licensed Producers could be subject to adverse changes or developments, including but not limited to a breach of security, which could have a Material Adverse Effect. Any breach of the security measures and other facility requirements, including any failure to comply with recommendations or requirements arising from inspections by Health Canada or other legal or regulatory requirements could also have an impact on the ability of Licensed Producers supplying the Corporation to continue operating under their Authorizations or the prospect of renewing their Authorizations or on the ability or willingness of the Corporation to sell product sourced from one or more Licensed Producers, which could have a Material Adverse Effect.

 

In addition to the foregoing, one or more of the risk factors contemplated in this Prospectus may also directly apply to, and impact, the business, operations and financial condition of the Licensed Producers supplying the Corporation, resulting in such Licensed Producers to experience operational slowdowns or other barriers to operations (including as a result of protective measures associated with COVID-19) which may affect the ability of the Corporation to obtain and sell product sourced from such Licensed Producer. In turn, such events could have an indirect Material Adverse Effect.

 

Third Party Relationships

 

From time to time, the Corporation may enter into strategic alliances with third parties that the Corporation believes will complement or augment its Business or will have a beneficial impact on the Corporation. Strategic alliances with third parties could present unforeseen integration obstacles or costs, may not enhance the Business, and may involve risks that could adversely affect the Corporation, including the risk that significant amounts of Management’s time may be diverted from operations in order to pursue and complete such transactions or maintain such strategic alliances. Future strategic alliances could result in the Corporation incurring additional debt, costs and contingent liabilities, and there can be no assurance that future strategic alliances will achieve, or that the Corporation’s existing strategic alliances will continue to achieve, the expected benefits to the Business or that the Corporation will be able to consummate future strategic alliances on satisfactory terms, or at all. Any of the foregoing could have a Material Adverse Effect.

 

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Reliance on Established Cannabis Retail Stores

 

The Retail Store Authorizations held by the Corporation are specific to individual cannabis retail stores. Any adverse changes or disruptions to the functionality, security and operation of the Corporation’s sites or any other form of non-compliance may place the Retail Store Authorizations held by the Corporation at risk, and have a Material Adverse Effect. As the Business continues to grow, any expansion to or update of the current operating cannabis retail stores of the Corporation, or the introduction of new cannabis retail stores, will require the approval of the applicable cannabis regulatory authority. There can be no guarantee that the applicable cannabis regulatory authority will approve any such expansions and/or renovations, which could have a Material Adverse Effect.

 

Failure or Significant Delays in Obtaining Regulatory Approvals

 

The ability of the Corporation to achieve its business objectives are contingent, in part, upon compliance with the regulatory requirements enacted by applicable governmental entities, including those imposed by applicable cannabis regulatory authorities, and obtaining and maintaining all Authorizations, where necessary. The Corporation cannot predict the time required to secure all appropriate Authorizations for the product offerings of the Corporation in place from time to time, or the extent of testing and documentation that may be required by governmental entities. The impact of regulatory compliance regimes and any delays in obtaining, or failure to obtain, the required Authorizations may significantly delay or impact the development of the business and operations of the Corporation. Non-compliance could also have a Material Adverse Effect.

 

Regulatory or Agency Proceedings, Investigations and Audits

 

The Business requires compliance with many laws and regulations. Failure to comply with these laws and regulations could subject the Corporation to regulatory or agency proceedings or investigations and could also lead to damage awards, fines and penalties. The Corporation may become involved in a number of government or agency proceedings, investigations and audits. The outcome of any regulatory or agency proceedings, investigations, audits and other contingencies could harm the Corporation’s reputation, require the Corporation to take, or refrain from taking, actions that could harm its operations or require the Corporation to pay substantial amounts of money, harming its financial condition. There can be no assurance that any pending or future regulatory or agency proceedings, investigations and audits will not result in substantial costs or a diversion of management’s attention and resources or have a Material Adverse Effect.

 

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Product Recalls

 

Manufacturers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labeling disclosure. If any of the products produced by the Corporation’s suppliers and sold by the Corporation are recalled due to an alleged product defect or for any other reason, the Corporation may be required to incur unexpected expenses relating to the recall and potentially any legal proceedings that might arise in connection with the recall. In addition, a product recall may require significant attention of, and time from, Management. There can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. Additionally, if one of the products produced by the Corporation’s suppliers were subject to recall, the image of that product and the supplier, as well as the Corporation, could be negatively affected. A recall for any of the foregoing reasons could lead to decreased demand and could have a Material Adverse Effect. Additionally, product recalls may lead to increased scrutiny of the operations by governmental entities or other regulatory agencies, requiring further attention from Management and potential legal fees and other expenses which could also have a Material Adverse Effect.

 

Product Liability

 

As a seller of products designed to be ingested by humans, the Corporation faces an inherent risk of exposure to product liability claims, regulatory action and litigation if the products it sells are alleged to have caused significant loss or injury. In addition, the sale of cannabis and cannabis products involve the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Previously unknown adverse reactions resulting from human consumption of cannabis and cannabis products alone or in combination with other medications or substances could also occur. The Corporation may be subject to various product liability claims, including that the products they sell caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances.

 

A product liability claim or regulatory action against the Corporation could result in increased costs to the Corporation, could adversely affect the reputation of the Corporation with its clients and consumers generally and could have a Material Adverse Effect. There can be no assurance that the Corporation or its suppliers will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of the products of the Corporation.

 

Cannabis Prices

 

The revenues of the Corporation are in part derived from the sale and distribution of cannabis, as such, the profitability of the Corporation may be regarded as being directly related to the price of cannabis. The cost of production, sale, and distribution of cannabis is dependent on a number of key inputs and their related costs, including equipment and supplies, labour and raw materials related to the growing operations of cannabis suppliers, as well other overhead costs such as electricity, water, and utilities. Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could have a Material Adverse Effect. Further, any inability to secure required supplies and services or to do so on favourable terms could have a Material Adverse Effect. This includes, among other things, changes in the selling price of cannabis and cannabis products set by the applicable province or territory. There is currently no established market price for cannabis and the price of cannabis is affected by numerous factors beyond the Corporation’s control. Any price decline could have a Material Adverse Effect.

 

The operations of the Corporation may be sensitive to changes in the price of cannabis and the overall condition of the cannabis industry.

 

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Epidemics and Pandemics (including COVID-19)

 

The Corporation faces risks related to health epidemics, pandemics and other outbreaks of communicable diseases, which could significantly disrupt its operations and could have a Material Adverse Effect. In particular, the Corporation could be adversely impacted by the effects of COVID-19, an infectious disease caused by severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2). Since December 31, 2019, the outbreak of COVID-19 has led governments worldwide to enact emergency measures to combat the spread of the virus. These measures, which include, among other things, the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally, resulting in an economic slowdown. Such events may result in a period of business disruption, and in reduced operations, any of which could have a Material Adverse Effect.

 

As of the date of this Prospectus, the duration and the immediate and eventual impact of COVID-19 remains unknown. In particular, it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Corporation and its industry partners. To date, a number of businesses have suspended or scaled back their operations and development as cases of COVID-19 have been confirmed, for precautionary purposes or as governments have declared a state of emergency or taken other actions. However, the exact extent to which COVID-19 impacts, or will impact, the Business and the market for the Common Shares, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat COVID-19 (including recommendations from public health officials). In particular, the continued spread of COVID-19 globally could materially and adversely impact the Business, including without limitation, store closures or reduced operational hours or service methods, employee health, workforce productivity, reduced access to supply, increased insurance premiums, limitations on travel, the availability of experts and personnel and other factors that will depend on future developments beyond the Corporation’s control, which could have a Material Adverse Effect. There can be no assurance that the personnel of the Corporation will not be impacted by these pandemic diseases and ultimately see its workforce productivity reduced or incur increased costs as a result of these health risks. In addition, COVID-19 represents a widespread global health crisis that could adversely affect global economies and financial markets resulting in an economic downturn that could have a Material Adverse Effect.

 

Public Corporation Consequences

 

The Corporation’s status as a reporting issuer may increase price volatility due to various factors, including the ability to buy or sell its Common Shares, different market conditions in different capital markets and different trading volumes. In addition, low trading volume may increase the price volatility of the Common Shares. The increased price volatility could have a Material Adverse Effect.

 

In addition, as a reporting issuer, the Corporation and its business activities will be subject to the reporting requirements of applicable Canadian securities laws, and the listing requirements of the TSXV and such other stock exchanges on which its Common Shares may from time to time be listed. Compliance with such rules and regulations will increase the Corporation’s legal and financial costs making some activities more difficult, time consuming or costly and increase demand on its systems and resources.

 

Market for Securities

 

There is currently no market through which the securities of the Corporation (other than the Common Shares and a limited number of Warrants) may be sold. This may affect the pricing of the securities of the Corporation in the secondary market, the transparency and availability of trading prices, the liquidity of such securities and the extent of issuer regulation. There can be no assurance that an active trading market of securities of the Corporation, other than the Common Shares, will develop or, if developed, that any such market will be sustained.

 

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Market Price of Securities

 

Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced substantial volatility in the past, and recently, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors included macroeconomic developments in North America and globally, and market perceptions of the attractiveness of particular industries. The price of the Corporation’s securities (including the Common Shares) is also likely to be affected by the Corporation’s financial condition or results of operations as reflected in its financial statements. Other factors unrelated to the performance of the Corporation that may have an effect on the price of the Corporation’s securities include, but are not limited to, the following: the extent of analytical coverage available to investors concerning the Business may be limited if investment banks with research capabilities do not follow the Corporation’s securities, lessening in trading volume and general market interest in the Corporation’s securities may affect an investor’s ability to trade significant numbers of the Corporation’s securities, and a substantial decline in the price of the Corporation’s securities that persists for a significant period of time could cause the Corporation’s securities, if listed on an exchange, to be delisted from such exchange, further reducing market liquidity. As a result of any of these factors, the market price of the Corporation’s securities at any given point in time may not accurately reflect the long-term value of the Corporation. Class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Corporation may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

 

Competition

 

The Corporation faces, and will continue to face, intense competition from other companies, some of which can be expected to have longer operating histories and greater financial resources (including technical, marketing, and other resources compared to the Corporation). Such companies may be able to devote greater resources to the development, promotion, sale and support of their respective products and services. Such companies may also have more extensive customer bases and broader customer relationships, and may make it increasingly difficult for the Corporation to, among other things, enter into favorable business agreements, negotiate favourable prices, recruit or retain qualified employees, and acquire the capital necessary to fund capital investments by the Corporation.

 

In addition, Management estimates that, as of the date of this Prospectus, there may be currently hundreds of applications for Retail Store Authorizations being processed by applicable cannabis regulatory authorities. The number of Authorizations granted, and the number of retail cannabis store operators ultimately authorized by applicable cannabis regulatory authorities, could have an adverse impact on the ability of the Corporation to compete for market share in the cannabis market within various jurisdictions in Canada. The Corporation also faces competition from illegal cannabis dispensaries, engaged in the sale and distribution of cannabis to individuals without valid Authorizations.

 

Lastly, as the cannabis market continues to mature, both domestically and internationally, the overall demand for products and the number of competitors may be expected to increase significantly. Such increases may also be accompanied by shifts in market demand, and other factors that Management cannot currently anticipate, and which could potentially reduce the market for the products of the Corporation, and ultimately have a Material Adverse Effect.

 

In order to remain competitive in the evolving cannabis market, the Corporation will need to invest significantly in, among other things, research and development, market development, marketing, production expansion, new client identification, distribution channels, and client support. In the event that the Corporation is not successful in obtaining sufficient resources to invest in these areas, the ability of the Corporation to compete in the cannabis market may be adversely affected, which could have a Material Adverse Effect.

 

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Dependence on Key Personnel

 

The success of the Corporation is dependent upon the ability, expertise, judgment, discretion and good faith of Management as well as certain consultants (collectively, the “Key Personnel”). The future success of the Corporation depends on their continuing ability to attract, develop, motivate, and retain the Key Personnel. Qualified individuals for Key Personnel positions are in high demand, and the Corporation may incur significant costs to attract and retain them. The loss of the services of Key Personnel, or an inability to attract other suitably qualified persons when needed, could have a Material Adverse Effect on the ability of the Corporation to execute on its business plan and strategy, and the Corporation may be unable to find adequate replacements on a timely basis, or at all. While employment and consulting agreements are customarily used as a primary method of retaining the services of Key Personnel, these agreements cannot assure the continued services of such individuals and consultants.

 

Conflicts of Interest

 

The Corporation may, from time to time, be subject to various potential conflicts of interest due to the fact that some of its officers, directors and consultants may be engaged in a range of outside business activities. The executive officers, directors and consultants of the Corporation may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Corporation. In some cases, the executive officers, directors and consultants of the Corporation may have fiduciary obligations associated with these outside business interests that interfere with their ability to devote time to the Business and that could have a Material Adverse Effect. These outside business interests could also require significant time and attention of the Corporation’s executive officers, directors and consultants.

 

In addition, the Corporation may also become involved in other transactions which conflict with the interests of its directors, officers and consultants who may from time to time deal with persons, firms, institutions or companies with which the Corporation may be dealing, or which may be seeking investments similar to those desired by the Corporation. The interests of these persons could conflict with those of the Corporation. Further, from time to time, these persons may also be competing with the Corporation for available investment opportunities.

 

Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, in the event that such a conflict of interest arises at a meeting of the Board, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of the Corporation are required to act honestly, in good faith and in the best interests of the Corporation.

 

Limited Operating History

 

The Corporation has a limited history of operations and is in the early stage of development as it attempts to create an infrastructure to capitalize on the opportunity for value creation in the cannabis industry. The Corporation is therefore subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial, and other resources and lack of revenues. The limited operating history may also make it difficult for investors to evaluate the Corporation’s prospects for success. There is no assurance that the Corporation will be successful and the likelihood of success must be considered in light of its early stage of operations.

 

The Corporation may not be able to achieve or maintain profitability and may incur losses in the future. In addition, the Corporation is expected to increase its capital investments as it implements initiatives to grow the Business. If the Corporation’s revenues do not increase to offset these expected increases, the Corporation may not generate positive cash flow. There is no assurance that future revenues will be sufficient to generate the funds required to continue operations without external funding.

 

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Fraudulent or Illegal Activity

 

The Corporation is exposed to the risk that its employees, independent contractors, consultants, service providers and licensors may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional undertakings of unauthorized activities, or reckless or negligent undertakings of authorized activities, in each case on the Corporation’s behalf or in their services that violate (a) various applicable laws, including healthcare laws and regulations, (b) applicable laws that require the true, complete and accurate reporting of financial information or data, or (c) the terms of the Corporation’s agreements with third parties. Such misconduct could expose the Corporation to, among other things, class actions and other litigation, increased regulatory inspections and related sanctions, and lost sales and revenue or reputational damage.

 

The Corporation cannot always identify and prevent misconduct by its employees and other third parties, including third party service providers, and the precautions taken by the Corporation to detect and prevent this activity may not be effective in controlling unknown, unanticipated or unmanaged risks or losses or in protecting it from governmental investigations or other actions or lawsuits stemming from such misconduct. If any such actions are instituted against the Corporation, and it is not successful in defending itself or asserting its rights, those actions could have a significant impact on its Business, including the imposition of civil, criminal or administrative penalties, damages, monetary fines and contractual damages, reputational harm, diminished profits and future earnings or curtailment of its operations.

 

General Economic Risks

 

The operations of the Corporation could be affected by the economic context should interest rates, inflation or the unemployment level reach levels that influence consumer trends and spending and, consequently, impact the sales and profitability of the Corporation. Investors should further consider, among other factors, the prospects for success, of the Corporation, in light of the risks and uncertainties encountered by companies that, like the Corporation, are in their early stages. The Corporation may not be able to effectively or successfully address such risks and uncertainties or successfully implement operating strategies to mitigate the impact of such risks and uncertainties. In the event that the Corporation fails to do so, such failure could materially harm the Business and could result in a Material Adverse Effect.

 

Difficulty to Forecast

 

The Corporation relies, and will need to rely, largely on its own market research to forecast industry statistics as detailed forecasts are not generally obtainable, if obtainable at all, from other sources at this early stage of the adult-use cannabis industry. Failure in the demand for the adult-use cannabis products as a result of competition, technological change, change in the regulatory or legal landscape or other factors could have a Material Adverse Effect.

 

Management of Growth

 

To manage growth effectively and continue the sale and distribution of cannabis and cannabis products at the same pace as currently undertaken, or at all, the Corporation will need to continue to implement and improve its operational and financial systems and to expand, train and manage its larger employee base. The ability of the Corporation to manage growth effectively may be affected by a number of factors, including, among other things, non-performance by third party contractors and suppliers, increases in materials or labour costs, and labour disputes. The inability of the Corporation to manage or deal with growth could have a Material Adverse Effect.

 

Additional Capital

 

The continued development of the Business may require additional financing, and any failure to raise such capital could result in the delay or indefinite postponement of the current and future business strategy of the Corporation, or result in the Corporation ceasing to carry on business. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be available on favorable terms. If additional funds are raised through issuances of equity or convertible debt securities, existing shareholders of the Corporation could suffer significant dilution, and any new equity securities issued could have rights, preferences, and privileges superior to those of the Common Shares.

 

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In addition, from time to time, the Corporation may enter into transactions to acquire assets or the shares of other companies. These transactions may be financed wholly or partially with debt, which may increase the debt levels of the Corporation above industry standards and impact the ability of the Corporation to service such debt. Any debt financing obtained in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which could make it more difficult for the Corporation to obtain additional capital and pursue business opportunities, including potential acquisitions. Debt financings may contain provisions, which, if breached, entitle lenders to accelerate repayment of debt and there is no assurance that the Corporation would be able to repay such debt in such an event or prevent the enforcement of security, if any, granted pursuant to such debt financing.

 

Restrictions on Branding and Advertising

 

The success of the Corporation depends on the ability of the Corporation to attract and retain customers. applicable laws strictly regulate the way cannabis is packaged, labelled, and displayed. The associated provisions are quite broad and are subject to change. As of the date of this Prospectus, applicable laws prohibit the use of testimonials and endorsements, depiction of people, characters and animals and the use of packaging that may be appealing to young people. Existing and future restrictions on the packaging, labelling, and the display of cannabis and cannabis products may adversely impact the ability of the Corporation to establish brand presence, acquire new customers, retain existing customers and maintain a loyal customer base. This could ultimately have a Material Adverse Effect.

 

Acquisitions or Dispositions

 

Since its inception, the Corporation has completed a number of significant acquisitions. Material acquisitions, dispositions, and other strategic transactions involve a number of risks, including (a) the risk that there could be a potential disruption of the Business, (b) the risk that the anticipated benefits and cost savings of those transactions may not be realized fully, or at all, or may take longer to realize than expected (including the risk that perceived synergies associated with such transactions may not eventuate or are less pronounced than originally expected), (c) the risk that the transactions will result in an increase in the scope and complexity of the operations of the Corporation which the Corporation may not be able to managed effectively, and (d) the risk of a loss or reduction of control over certain assets of the Corporation.

 

The presence of one or more material liabilities and/or commitments of an acquired company that are unknown to the Corporation at the time of acquisition could have a Material Adverse Effect. A strategic transaction may also result in a significant change in the nature of the business, operations and strategy of the Corporation. In addition, the Corporation may encounter unforeseen obstacles or costs in implementing a strategic transaction or integrating any acquired business into the existing operations of the Corporation.

 

Further, the Corporation intends to continue to seek viable market opportunities to grow the Business both organically and through acquisitions (such as the proposed acquisition of Smoke Cartel, described earlier in this Prospectus), dispositions, and other strategic transactions. Any inability, on the Corporation’s part, to successfully identify and/or execute on such transactions in a timely manner could have a Material Adverse Effect. In particular, the Corporation may, in pursuing such transactions, devote considerable resources and incur significant expenses (including on, among other things, conducting due diligence and negotiating the relevant agreements and instruments). In the event that a proposed acquisition or disposition is not completed on the terms and within the timelines anticipated, such expenses may reduce the profitability of the Corporation and could have a Material Adverse Effect.

 

Holding Corporation Risk

 

The Corporation is a holding company. Essentially, all of the Corporation’s operating assets are the capital stock of its subsidiaries, and substantially all of the Business is conducted through its subsidiaries which are separate legal entities. Consequently, the Corporation’s cash flows and ability to pursue future business and expansion opportunities are dependent on the earnings of the Corporation’s subsidiaries and the distribution of those earnings to the Corporation. The ability of the Corporation to pay dividends and other distributions will depend on the operating results of its subsidiaries and will be subject to applicable laws (which require that certain solvency and capital standards be maintained by the Corporation) and applicable contractual restrictions contained in the instruments governing their debt. In the event of a bankruptcy, liquidation or reorganization of any of the Corporation’s subsidiaries, holders of indebtedness and trade creditors will generally be entitled to payment of their claims from the assets of such subsidiaries before any assets are made available for distribution to the Corporation.

 

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Litigation

 

The Corporation may, from time to time, become party to regulatory proceedings, litigation, mediation, and/or arbitration from time to time in the ordinary course of business, which could have a Material Adverse Effect. Monitoring and defending against legal actions, whether or not meritorious, can be time-consuming, can divert Management’s attention and resources and can cause the Corporation to incur significant expenses. In addition, legal fees and costs incurred in connection with such activities may be significant and the Corporation could, in the future, be subject to judgments or enter into settlements of claims for significant monetary damages. While the Corporation may have insurance that may cover the costs and awards of certain types of litigation, the amount of insurance may not be sufficient to cover any costs or awards. Substantial litigation costs or an adverse result in any litigation could have a Material Adverse Effect. Litigation may also create a negative perception of the Corporation. Any decision resulting from any such litigation could have a Material Adverse Effect.

 

Customer Acquisitions

 

The success of the Corporation depends, in part, on the ability of the Corporation to attract and retain customers. There are many factors which could impact the Corporation’s ability to attract and retain customers, including but not limited to the ability to continually source desirable and effective product, the successful implementation of customer-acquisition plans and the continued growth in the aggregate number of customers. Any failure to acquire and retain customers would have a Material Adverse Effect.

 

Leases

 

The Corporation may, from time to time, enter into lease agreements for locations in respect of which at the time of entering such agreement, the Corporation does not have a license or permit to sell cannabis and cannabis products. In the event the Corporation is unable to obtain Authorizations to sell cannabis and cannabis products at such locations in compliance with applicable laws, such leases may become a liability of the Corporation without a corresponding revenue stream. In the event that the Corporation is unable to obtain permits and/or licences at numerous locations for which the Corporation has or will have a lease obligation, this could have a Material Adverse Effect.

 

International Sales and Operations

 

The Corporation conducts a portion of the Business in foreign jurisdictions such as the United States, and the Netherlands, and is subject to regulatory compliance in the jurisdictions in which it operates from time to time. The sales operations of the Corporation in foreign jurisdictions are subject to various risks, including, but not limited to, exposure to currency fluctuations, political and economic instability, increased difficulty of administering business, and the need to comply with a wide variety of international and domestic laws and regulatory requirements. Further, there are a number of risks inherent in the Corporation’s international activities, including, but not limited to, unexpected changes in the governmental policies of Canada, the United States, or other foreign jurisdictions concerning the import and export of goods, services and technology and other regulatory requirements, tariffs and other trade barriers, costs and risks of localizing products for foreign languages, longer accounts receivable payment cycles, limits on repatriation of earnings, the burdens of complying with a wide variety of foreign laws, and difficulties supervising and managing local personnel. The financial stability of foreign markets could also affect the Corporation’s international sales. Such factors may have a Material Adverse Effect. In addition, international income may be subject to taxation by multiple jurisdictions, which could also have a Material Adverse Effect.

 

Ancillary Business in the United States Cannabis Industry

 

The Corporation derives a portion of its revenues from the cannabis industry in certain States. The Corporation is not directly or indirectly engaged in the manufacture, importation, possession, use, sale or distribution of cannabis in the recreational or medical cannabis industry in the U.S., however, the Corporation may be considered to have ancillary involvement in the U.S. cannabis industry. Due to the current Business and any future opportunities, the Corporation may become the subject of heightened scrutiny by regulators, stock exchanges and other authorities in Canada. As a result, the Corporation may be subject to significant direct or indirect interaction with public officials. There can be no assurance that this heightened scrutiny will not in turn lead to the imposition of certain restrictions on the Corporation’s ability to invest in the United States or any other jurisdiction, in addition to those described in this Prospectus.

 

71

 

Significant Risk of Enforcement of U.S. Federal Laws

 

There can be no assurance that the U.S. federal government will not seek to prosecute cases involving cannabis businesses, including those of the Corporation, notwithstanding compliance with the securities laws of the applicable state of the United States. Such proceedings could have a Material Adverse Effect.

 

Further, violations of any U.S. federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the U.S. federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities or divestiture. This could have a Material Adverse Effect, including on its reputation and ability to conduct business, its ability to list its securities on stock exchanges, its financial position, its operating results, its profitability or liquidity or the value of its securities. In addition, the time of Management and advisors of the Corporation and resources that would be needed for the investigation of any such matters or their final resolution could be substantial.

 

Political and Other Risks Operating in Foreign Jurisdictions

 

The Corporation has operations in various foreign markets and may have operations in additional foreign and emerging markets in the future. Such operations expose the Corporation to the socioeconomic conditions as well as the laws governing the controlled substances industry in such foreign jurisdictions. Inherent risks with conducting foreign operations include, but are not limited to, high rates of inflation; fluctuations in currency exchange rates, military repression, war or civil unrest, social and labour unrest, organized crime, terrorism, violent crime, expropriation and nationalization, renegotiation or nullification of existing Authorizations, changes in taxation policies, restrictions on foreign exchange and repatriation, and changes political norms, currency controls and governmental regulations that favour or require the Corporation to award contracts in, employ citizens of, or purchase supplies from, the jurisdiction.

 

LEGAL MATTERS

 

Certain legal matters relating to the Offering will be passed upon by Garfinkle Biderman LLP on behalf of the Corporation and Stikeman Elliott LLP on behalf of the Underwriters. Except as described below, as at the date of this Prospectus, the partners and associates of each of Garfinkle Biderman LLP and Stikeman Elliott LLP who participated in or were in a position to directly influence the preparation of the opinions of their respective firms, each of the aforementioned partnerships (and their partners, associates and employees) beneficially own, directly or indirectly, less than 1.0% of the outstanding Common Shares and warrants, and such groups respectively each own less than 1.0% of the outstanding securities of any associate or affiliate of the Corporation.

 

As at the date of this Prospectus, Shimmy Posen, a partner at Garfinkle Biderman LLP, holds 1,063,829 Common Shares.

 

RELATIONSHIP WITH THE UNDERWRITERS

 

ATB, one of the Co-Lead Underwriters, provided various customary financial advisory services and research coverage to and for the Corporation in connection with the Arrangement. Echelon, one of the Co-Lead Underwriters, also provided various customary financial advisory services and research coverage to and for Meta Growth, in connection with the Arrangement but prior to Meta Growth becoming a wholly-owned subsidiary of the Corporation. Meta Growth is a “related issuer” of the Corporation within the meaning of NI 33-105. As a result of the foregoing relationships, the Corporation may be considered a “connected issuer” of ATB and Echelon within the meaning of NI 33-105 for the purposes of applicable Canadian securities laws.

 

The decision to distribute the Units pursuant to this Prospectus, and the terms of this Offering, were negotiated at arm’s length between the Corporation and the Co-Lead Underwriters. Neither ATB not Echelon will receive any benefit in connection with the Offering, other than the Underwriters’ Fee and the Broker Warrants. The decision to make any distribution of Units pursuant to the Offering and the determination of the terms of the Offering from time to time will be made through negotiation between the Corporation and the Underwriters. No bank or other person has had or will have any involvement in such decision or determination.

 

Each of ATB and Echelon, and/or their respective affiliates may have, from time to time performed or provided, and may in the future perform or provide, various financial advisory and commercial and investment banking services for the Corporation and/or its subsidiaries, for which such persons may have received, and in the future may receive, customary compensation and expense reimbursement in line with prevailing industry practices.

 

72

 

PROMOTERS

 

Other than as described below, no person or company has been a promoter of the Corporation during the two years immediately preceding the date of this Prospectus.

 

Mr. Raj Grover, the President, Chief Executive Officer, and a director of High Tide, took the initiative of founding and organizing High Tide and its business and operations, including the business and operations of certain of its subsidiaries, such as RGR Canada Inc., Smoker’s Corner Ltd., Canna Cabana Inc., and KushBar. Accordingly, Mr. Grover may be considered a promoter of the Corporation within the meaning of applicable Canadian securities Laws. For a description of the voting and equity securities of the Corporation held by Mr. Grover, all compensation received by Mr. Grover during the two most recently completed financial years of the Corporation ended October 31, 2019 and 2018, and certain disclosure required under applicable Canadian securities laws in respect of bankruptcies, cease trade orders, and other penalties or sanctions, please see Appendix “D” of the 2020 Meta Circular, which is specifically incorporated by reference in this Prospectus, and accessible on the Corporation’s issuer profile on SEDAR at www.sedar.com.

 

INTEREST OF EXPERTS

 

The following are the names of each person or company who has prepared or certified a report, valuation, statement or opinion in this Prospectus, either directly or in a document incorporated by reference, and whose profession or business gives authority to the report, valuation, statement or opinion made by the person or company:

 

Garfinkle Biderman LLP, counsel to the Corporation, has passed upon, or provided its opinion on, certain legal matters contained in this Prospectus.

 

Stikeman Elliott LLP, counsel to the Underwriters, has passed upon, or provided its opinion on, certain legal matters contained in this Prospectus.

 

Based on information provided by the relevant persons or companies, and except as otherwise disclosed in this Prospectus, none of the persons or companies referred to above has received or will receive any direct or indirect interests in the Corporation’s property or the property of an associated party or an affiliate of the Corporation or have any beneficial ownership, direct or indirect, of the Corporation’s securities or of an associated party or an affiliate of the Corporation.

 

Except as described under “Legal Matters”, the Corporation understands that, after reasonable inquiry and as at the date hereof, the experts listed above as a group, beneficially own, directly or indirectly, less than 1% of the outstanding Common Shares.

 

MNP LLP, the former auditors of Meta Growth, audited the consolidated annual financial statements of Old Meta Growth and related notes thereto, as of and for the years ended August 31, 2020 and 2019, attached as Schedule “A” to the Meta Growth BAR, which has been incorporated by reference in this Prospectus. MNP LLP have advised that they were, at the relevant time, independent with respect to Meta Growth within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario.

 

MNP LLP, the former auditors of the Corporation, audited the Audited Financial Statements, and were, at the relevant time, independent with respect to the Corporation within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta.

 

The current auditors of the Corporation are Ernst & Young LLP, who have advised that they are independent with respect to the Corporation within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta.

 

See also “Legal Matters”.

 

73

 

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

 

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies of rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. Purchasers should refer to any applicable provisions of the securities legislation of their province for the particulars of these rights or consult with a legal advisor.

 

In an offering of warrants (including the Warrants comprising part of the Units), investors are cautioned that the statutory right of action for damages for a misrepresentation contained in a prospectus is limited, in certain provincial securities legislation, to the price at which the warrants are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces and territories, if the purchaser pays additional amounts upon the exercise of the warrants, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal adviser.

 

[Remainder of page intentionally left blank.]

 

74

 

CERTIFICATE OF THE CORPORATION

 

Dated: February 16, 2021

 

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the Provinces and Territories of Canada, other Québec.

 

(signed) Harkirat (Raj) Grover   (signed) Rahim Kanji
Harkirat (Raj) Grover
Chief Executive Officer
  Rahim Kanji
Chief Financial Officer
     
On behalf of the Board of Directors
 
(signed) Arthur Kwan   (signed) Nitin Kaushal
Arthur Kwan
Director
  Nitin Kaushal
Director

 

75

 

CERTIFICATE OF THE UNDERWRITERS

 

Dated: February 16, 2021

 

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered in this short form prospectus as required by the securities legislation of each of the Provinces and Territories of Canada, other than Québec.

 

ATB CAPITAL MARKETS INC.   ECHELON WEALTH PARTNERS INC.
     
(signed) Adam Carlson   (signed) Peter Graham
Adam Carlson
Managing Director
  Peter Graham
Managing Director
     
BEACON SECURITIES LIMITED   DESJARDINS SECURITIES INC.
     
(signed) Mario Maruzzo   (signed) William Tebbutt
Mario Maruzzo
Managing Director
  William Tebbutt
Managing Director

 

76

 

CERTIFICATE OF THE PROMOTER

 

Dated: February 16, 2021

 

To the best of my knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered in this short form prospectus as required by the securities legislation of each of the Provinces and Territories of Canada, other than Québec.

 

  (signed) Harkirat (Raj) Grover  
  Harkirat (Raj) Grover  

 

77

EXHIBIT 99.133

 

 

 

RECEIPT

 

HIGH TIDE INC.

 

This is the receipt of the Alberta Securities Commission for the Short Form Prospectus of the above Issuer dated February 16, 2021 (the prospectus).

 

This receipt also evidences that the Ontario Securities Commission has issued a receipt for the prospectus.

 

The prospectus has been filed under Multilateral Instrument 11-102 Passport System in British Columbia, Saskatchewan, Manitoba, New Brunswick, Prince Edward Island, Nova Scotia, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut. A receipt for the prospectus is deemed to be issued by the regulator in each of those jurisdictions, if the conditions of the Instrument have been satisfied.

 

February 17, 2021

 

  "Anthony Potter"
  Anthony Potter
  Manager, Corporate Disclosure & Financial Analysis

 

SEDAR Project #03168350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUITE 600, 250 - 5TH STREET S.W., CALGARY, ALBERTA, CANADA T2P 0R4 TEL: 403.297.6454 FAX: 403.297.6156
www.albertasecurities.com

EXHIBIT 99.134

 

 

FOR IMMEDIATE RELEASE

 

High Tide to Announce Fourth Quarter and Full Fiscal Year 2020 Financial Results

 

Calgary, AB, February 18, 2021 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (TSXV:HITI) (OTCQB:HITIF) (Frankfurt:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories will release its financial and operational results for the quarter and year ended October 31, 2020 after market close on March 1, 2021. High Tide's fourth quarter and year ended October 31, 2020 financial and operational results will be available on SEDAR and on the Company's website at www.hightideinc.com/invest.

 

Following the release of its fourth quarter and year ended October 31, 2020 financial and operational results, High Tide will host a conference call with Raj Grover, President and Chief Executive Officer, and Rahim Kanji, Chief Financial Officer, at 8:30 AM Eastern Time on March 2, 2021. The conference call will discuss High Tide's fourth quarter and year ended October 31, 2020 financial and operational results and updates on the Company's plans for 2021.

 

Dial-In Information

 

US/CANADA Participant Toll-Free Dial-In Number: (833) 570-1148

US/CANADA Participant International Dial-In Number: (914) 987-7095

Conference ID: 7898014

 

In order to join the conference call, all speakers and participants will be required to provide the Conference ID listed above.

 

Encore Replay Information (Available until March 9, 2020)

 

Toll-Free Encore Dial-In Number: (855) 859-2056

Encore Dial-In Number: (404) 537-3406

Conference ID: 7898014

 

In addition to the toll-free number listed above, participants can also dial (800) 585-8367 to access Encore.

 

Guidance on Fourth Quarter and Full Fiscal Year 2020 Financial Results

 

At the request of the Underwriters (as defined in the Company’s news release dated February 2, 2021), the Company is pleased to provide guidance on select financial results for the fiscal fourth quarter and year ended October 31, 2020. For the fiscal fourth quarter of 2020 the Company expects to report revenue that is ahead of the range of analysts’ estimates of $23.3 million and $24.2 million, and gross margin percentage consistent with the percentage realized during the first nine months of the fiscal year. For the full year ended October 31, 2020 the Company expects to report revenue that is ahead of the range of analysts’ estimates of $79.7 million and $80.6 million.

 

1

 

 

Important Information Regarding Financial Results Cited

 

The preliminary estimated financial results and other data for the fourth quarter and fiscal year ended October 31, 2020 set forth above are forward-looking information, unaudited and subject to the completion of the Company's financial closing procedures. This data has been prepared by, and is the responsibility of, the Company's management. High Tide's independent registered public accounting firm, Ernst & Young LLP, does not express an opinion or any other form of assurance with respect to the preliminary estimated financial results. The Company currently expects that its final results will be consistent with the estimates set forth above, but such estimates are preliminary and High Tide's actual results of operations and other data could differ materially from these estimates due to the completion of final adjustments and other developments that may arise between now and the time such consolidated financial statements for the year ended October 31, 2020 are released.

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 70 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com

 

Forward-Looking Information

 

This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws ("forward-looking statements"). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "project" and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions "may" or "will" occur. These statements are only predictions.

 

Forward-looking statements are based on the opinions and estimates of management of High Tide at the date the statements are made based on information then available to High Tide. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of High Tide, which may cause High Tide's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include: final regulatory and other approvals or consents; fluctuations in general macroeconomic conditions; fluctuations in securities markets; the impact of the COVID-19 pandemic; the ability of the Company to successfully achieve its business objectives and political and social uncertainties.

 

2

 

 

No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward- looking statements and information contained in this news release.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide has no obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

 

CONTACT INFORMATION

 

High Tide Inc.
Vahan Ajamian

Vice President, Capital Markets

ir@hightideinc.com

Tel. 1 (403) 770-9435; extension 116

 

 

3

 

 

EXHIBIT 99.135

 

 

FOR IMMEDIATE RELEASE

 

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES.

 

HIGH TIDE ANNOUNCES CLOSING OF $23 MILLION BOUGHT

DEAL EQUITY FINANCING, INCLUDING EXERCISE IN FULL

OF OVER-ALLOTMENT OPTION

 

Calgary, AB, February 22, 2021 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (TSXV: HITI) (OTCQB: HITIF) (FRA:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, is pleased to announce the closing of its previously announced “bought deal” short-form prospectus offering (the “Offering”) of units of the Company (the “Units”), including the exercise in full of the underwriters’ over-allotment option. The Offering was led by ATB Capital Markets Inc. and Echelon Wealth Partners Inc., together with Beacon Securities Limited and Desjardins Securities Inc.

 

In connection with the Offering, the Company issued an aggregate of 47,916,665 Units at a price of $0.48 per Unit, for aggregate gross proceeds of $22,999,999.20. Each Unit is comprised of one common share of the Company (each, a “Common Share”) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional Common Share at an exercise price of $0.58, for a period of 36 months following the closing of the Offering. The TSX Venture Exchange has conditionally approved the listing of (i) the Common Shares and the Warrants issued pursuant to the Offering, and (ii) the Common Shares issuable upon the exercise of the Warrants, the broker warrants issued to the Underwriters, and the Warrants comprising the Units underlying such broker warrants. Listing will be subject to the Company fulfilling all of the listing requirements of the TSXV. The Company expects the Warrants to commence trading on or about February 23, 2021.

 

The Company intends to use the net proceeds of the Offering for opening new retail cannabis store locations, completing strategic acquisitions, general corporate and working capital purposes, and for such other purposes as described in the short form prospectus of the Company dated February 16, 2021 (the “Prospectus”) prepared and filed in connection with the Offering.

 

Garfinkle Biderman LLP acted as legal advisors to the Company in connection with the Offering. Stikeman Elliott LLP acted as legal advisors to the Underwriters in connection with the Offering.

 

No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities, in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

 

 

 

 

Related Party Transaction

 

Mr. Rahim Kanji, Mr. Vahan Ajamian, and Mr. Shimmy Posen, the Chief Financial Officer, the Vice President Capital Markets, and the Corporate Secretary of the Company, respectively (collectively, the “Participating Insiders”) participated in the Offering and acquired an aggregate of 3,112,084 Units pursuant to the Offering. The participation of the Participating Insiders in the Offering constitutes a “related party transaction”, as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions (“MI 61-101”) and would require the Company to receive minority shareholder approval for, and obtain a formal valuation for the subject matter of, the transaction in accordance with MI 61-101, prior to the completion of such transaction. However, in completing the Offering, the Company has relied on exemptions from the formal valuation and the minority shareholder approval requirements of MI 61-101, in each case on the basis that the fair market value of the Participating Insiders’ participation in the Offering does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report more than 21 days before the closing date of the Offering (the “Closing Date”) due to the limited time between the launch date of the Offering and the Closing Date.

 

ABOUT HIGH TIDE

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 70 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide's retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide's strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This news release contains “forward-looking statements”, within the meaning of applicable securities laws. Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, certain of which are beyond the control of High Tide. Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. In particular, forward looking statements in this news release include, but are not limited to, statements with respect to the anticipated use of the net proceeds of the Offering, and the timing of the listing of the Common Shares and the Warrants on the TSX Venture Exchange. These statements are only predictions, and various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Readers are cautioned that the assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

 

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Forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause actual results, forecasts or projections to differ materially from those anticipated in, or implied by, such forward-looking statements, including, but not limited to: (i) unanticipated developments in the general economic, financial market, legislative, regulatory, competitive and political conditions in which High Tide operates, (ii) increased competition and market volatility, (iii) the occurrence of natural and unnatural catastrophic events and claims resulting from such events, and (iv) risks related to or arising from the COVID-19 pandemic, including a deterioration of general economic and market conditions. Additional risk factors are disclosed in the Prospectus. Further, new factors emerge from time to time, and it is not possible for management of High Tide to predict all of those factors or to assess in advance the impact of each such factor on High Tide’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements in this news release are based on information currently available and what management of High Tide believes are reasonable assumptions. The purpose of such forward-looking statements is solely to provide readers with a description of the expectations of the management of High Tide as of the date hereof, and such forward-looking statements may not be appropriate for any other purpose.

 

Readers are cautioned not to place undue reliance on forward-looking information contained in this news release. Except as may be required by applicable securities laws, High Tide does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

 

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

 

CONTACT INFORMATION

 

High Tide Inc.
Vahan Ajamian

Vice President, Capital Markets

ir@hightideinc.com

Tel. 1 (403) 770-9435; extension 116

 

 

3

 

EXHIBIT 99.136

 

HIGH TIDE INC.

 

as the Corporation

 

 

and

 

 

CAPITAL TRANSFER AGENCY, ULC

 

as the Warrant Agent

 

 

2021 WARRANT INDENTURE

 

Providing for the Issue of Warrants

 

 

Dated as of February 22, 2021

 

 

 

TABLE OF CONTENTS

Article 1
INTERPRETATION
Section 1.1   Definitions. 2
Section 1.2   Gender and Number. 5
Section 1.3   Headings, Etc. 6
Section 1.4   Day not a Business Day. 6
Section 1.5   Time of the Essence. 6
Section 1.6   Monetary References. 6
Section 1.7   Applicable Law. 6

Article 2
ISSUE OF WARRANTS

Section 2.1   Creation and Issue of Warrants. 6
Section 2.2   Terms of Warrants. 7
Section 2.3   Warrantholder not a Shareholder. 7
Section 2.4   Warrants to Rank Pari Passu. 7
Section 2.5   Form of Warrants, Warrant Certificates. 7
Section 2.6   Book Entry Warrants. 8
Section 2.7   Warrant Certificate. 10
Section 2.8   Legends. 11
Section 2.9   Register of Warrants. 12
Section 2.10   Issue in Substitution for Warrant Certificates Lost, etc. 13
Section 2.11   Exchange of Warrant Certificates. 14
Section 2.12   Transfer and Ownership of Warrants. 14
Section 2.13   Cancellation of Surrendered Warrants. 15
Article 3
EXERCISE OF WARRANTS
Section 3.1   Right of Exercise. 15
Section 3.2   Warrant Exercise. 15
Section 3.3   Prohibition on Exercise by U.S. Persons; Legended Certificates. 17
Section 3.4   Transfer Fees and Taxes. 18
Section 3.5   Warrant Agency. 18
Section 3.6   Effect of Exercise of Warrant Certificates. 19
Section 3.7   Partial Exercise of Warrants; Fractions. 19
Section 3.8   Expiration of Warrants. 19
Section 3.9   Accounting and Recording. 20
Section 3.10   Securities Restrictions. 20
Article 4
ADJUSTMENT OF NUMBER OF  Warrant SHARES AND EXERCISE PRICE
Section 4.1   Adjustment of Number of Warrant Shares and Exercise Price. 20
Section 4.2   Entitlement to Warrant Shares on Exercise of Warrant. 23
Section 4.3   No Adjustment for Certain Transactions. 23
Section 4.4   Determination by Independent Firm. 23
Section 4.5   Proceedings Prior to any Action Requiring Adjustment. 23
Section 4.6   Certificate of Adjustment. 24
Section 4.7   Notice of Special Matters. 24
Section 4.8   No Action after Notice. 24
Section 4.9   Other Action. 24
Section 4.10   Protection of Warrant Agent. 25
Section 4.11   Participation by Warrantholder. 25
       
 
Article 5
RIGHTS OF THE CORPORATION AND COVENANTS
Section 5.1   Optional Purchases by the Corporation. 25
Section 5.2   General Covenants. 25
Section 5.3   Warrant Agent’s Remuneration and Expenses. 26
Section 5.4   Performance of Covenants by Warrant Agent. 26
Section 5.5   Enforceability of Warrants. 27
Article 6
ENFORCEMENT
Section 6.1   Suits by Registered Warrantholders. 27
Section 6.2   Suits by the Corporation. 27
Section 6.3   Immunity of Shareholders, etc. 27
Section 6.4   Waiver of Default. 27
Article 7
MEETINGS OF REGISTERED WARRANTHOLDERS
Section 7.1   Right to Convene Meetings. 28
Section 7.2   Notice. 28
Section 7.3   Chairman. 28
Section 7.4   Quorum. 29
Section 7.5   Power to Adjourn. 29
Section 7.6   Show of Hands. 29
Section 7.7   Poll and Voting. 29
Section 7.8   Regulations. 29
Section 7.9   Corporation and Warrant Agent May be Represented. 30
Section 7.10   Powers Exercisable by Extraordinary Resolution. 30
Section 7.11   Meaning of Extraordinary Resolution. 31
Section 7.12   Powers Cumulative. 31
Section 7.13   Minutes. 32
Section 7.14   Instruments in Writing. 32
Section 7.15   Binding Effect of Resolutions. 32
Section 7.16   Holdings by Corporation Disregarded. 32
Article 8
SUPPLEMENTAL INDENTURES
Section 8.1   Provision for Supplemental Indentures for Certain Purposes. 32
Section 8.2   Successor Entities. 33
       
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Article 9
CONCERNING THE WARRANT Agent
Section 9.1   Trust Indenture Legislation. 34
Section 9.2   Rights and Duties of Warrant Agent. 34
Section 9.3   Evidence, Experts and Advisers. 34
Section 9.4   Documents, Monies, etc. Held by Warrant Agent. 35
Section 9.5   Actions by Warrant Agent to Protect Interest. 35
Section 9.6   Warrant Agent Not Required to Give Security. 36
Section 9.7   Protection of Warrant Agent. 36
Section 9.8   Replacement of Warrant Agent; Successor by Merger. 37
Section 9.9   Acceptance of Agency. 37
Section 9.10   Warrant Agent Not to be Appointed Receiver. 37
Section 9.11   Warrant Agent Not Required to Give Notice of Default. 38
Section 9.12   Anti-Money Laundering. 38
Section 9.13   Compliance with Privacy Code. 38
Section 9.14   Securities Exchange Commission Certification. 39
Article 10
GENERAL
Section 10.1   Notice to the Corporation and the Warrant Agent. 39
Section 10.2   Notice to Registered Warrantholders. 40
Section 10.3   Ownership of Warrants. 40
Section 10.4   Counterparts. 40
Section 10.5   Satisfaction and Discharge of Indenture. 40
Section 10.6   Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders. 40
Section 10.7   Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided. 42
Section 10.8   Severability. 42
Section 10.9   Force Majeure. 42
Section 10.10   Assignment, Successors and Assigns. 42
Section 10.11   Rights of Rescission and Withdrawal for Holders. 42
SCHEDULES
SCHEDULE “A” FORM OF WARRANT
SCHEDULE “B” EXERCISE FORM
SCHEDULE “C” FORM OF DECLARATION FOR REMOVAL OF LEGEND
SCHEDULE “D” FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS
   
- iii -

 

2021 WARRANT INDENTURE

 

THIS WARRANT INDENTURE is dated as of February 22, 2021.

 

BETWEEN:

 

HIGH TIDE INC., a corporation incorporated under the laws of the Province of Alberta (the “Corporation”),

 

– AND –

 

CAPITAL TRANSFER AGENCY, ULC, a company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the “Warrant Agent”)

 

WHEREAS, pursuant to the terms and conditions of an underwriting agreement dated February 16, 2021 (the “Underwriting Agreement”) among the Corporation and the Co-Lead Underwriters, the Corporation proposes to undertake and complete a public offering (the “Offering”) of up to 41,666,666 units of the Corporation (“Units”) pursuant to a short form prospectus dated February 16, 2021 (the “Prospectus”), with such Units including an aggregate of up to 6,249,999 Units issuable upon the exercise of the over-allotment option (the “Over-Allotment Option”) granted to the Underwriters;

 

AND WHEREAS, pursuant to the Offering, the Corporation proposes to issue up to a maximum of 23,958,332 Warrants pursuant to this Indenture, with such number being comprised of (i) an aggregate of 20,833,333 Warrants to be issued pursuant to the Offering prior to the exercise of the Over-Allotment Option, and (ii) up to 3,124,999 Warrants to be issued pursuant to the Offering upon the exercise of the Over-Allotment Option.

 

AND WHEREAS, pursuant to this Indenture, each Warrant shall, subject to adjustment, entitle the holder thereof to acquire one (1) Warrant Share upon payment of the Exercise Price prior to the Expiry Time upon the terms and conditions herein set forth;

 

AND WHEREAS, all acts and deeds necessary have been done and performed to make the Warrants, when created and issued as provided in this Indenture, legal, valid and binding upon the Corporation with the benefits and subject to the terms of this Indenture;

 

AND WHEREAS, the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent;

 

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation hereby appoints the Warrant Agent as warrant agent to hold the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of Warrants issued pursuant to this Indenture and the parties hereto agree as follows:

 

 

 

Article 1

INTERPRETATION

 

Section 1.1 Definitions.

 

In this Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto:

 

“Adjustment Period” means the period from the Effective Date up to and including the Expiry Time;

 

Applicable Legislation” means any statute of Canada or a province thereof, and the regulations under any such named or other statute, relating to warrant indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent that such provisions are at the time in force and applicable to this Indenture;

 

Auditors” means Ernst & Young LLP or such other firm of chartered accountants duly appointed as auditors of the Corporation, from time to time;

 

“Authenticated” means (a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation or on which the signatures of the Corporation have been printed, lithographed or otherwise mechanically reproduced and authenticated by signature of an authorized officer of the Warrant Agent, and (b) with respect to the issuance of an Uncertificated Warrant, one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Warrant as required by Section 2.7 are entered in the register of holders of Warrants, “Authenticate”, “Authenticating” and “Authentication” have the appropriate correlative meanings;

 

Book Entry Participants” or “Participants” means institutions that participate directly or indirectly in the Depository’s book entry registration system for the Warrants;

 

Book Entry Warrants” means Warrants that are to be held only by or on behalf of the Depository;

 

Business Day” means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open for business in the City of Toronto, Ontario, and the City of Calgary, Alberta, and shall be a day on which the TSX-V is open for trading;

 

CDS Global Warrants” means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the Depository and represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate;

 

CDSX” means the settlement and clearing system of CDS Clearing and Depository Services Inc. for equity and debt securities in Canada;

 

Closing Date” means February 22, 2021 or such other date as may be agreed upon by the Corporation and the Underwriters;

 

Co-Lead Underwriters” means, collectively, ATB Capital Markets Inc. and Echelon Wealth Partners Inc.;

 

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Common Shares” means, subject to Article 4, fully paid and non-assessable common shares in the capital of the Corporation as presently constituted;

 

Common Share Reorganization” has the meaning set forth in Section 4.1;

 

Counsel” means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;

 

Current Market Price” of the Common Shares at any date means the weighted average of the trading price per Common Share for such Common Shares for each day there was a closing price for the twenty (20) consecutive Trading Days ending five (5) days prior to such date on the TSX-V, or if on such date the Common Shares are not listed on the TSX-V, on such stock exchange upon which such Common Shares are listed and as selected by the directors of the Corporation, or, if such Common Shares are not listed on any stock exchange then on such over-the-counter market as may be selected for such purpose by the directors of the Corporation;

 

Depository” means CDS Clearing and Depository Services Inc. and Depository Trust Clearing Corporation or such other person as is designated in writing by the Corporation to act as depository in respect of the Warrants;

 

Dividends” means any dividends paid by the Corporation on its Common Shares;

 

Effective Date” means the date of this Indenture;

 

Exchange Rate” means the number of Warrant Shares subject to the right of purchase under each Warrant;

 

Exercise Date” means, in relation to a Warrant, the Business Day on which such Warrant is validly exercised or deemed to be validly exercised in accordance with Article 3 hereof;

 

Exercise Notice” has the meaning set forth in Section 3.2(1);

 

Exercise Price” at any time means the price at which a whole Warrant Share may be purchased by the exercise of a whole Warrant, which is initially $0.58 per Warrant Share, payable in immediately available Canadian funds, subject to adjustment in accordance with the provisions of Section 4.1;

 

Expiry Date” means 36 months from the Closing Date;

 

Expiry Time” means 4:00 p.m. (Toronto time) on the Expiry Date;

 

Extraordinary Resolution” has the meaning set forth in Section 7.11(1);

 

Internal Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the Warrant Agent’s internal procedures customary at such time for the entry, change or deletion made to be complete under the operating procedures followed at the time by the Warrant Agent;

 

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Issue Date” means, in relation to a Warrant, the date of issuance of the Warrant by the Corporation;

 

person” means an individual, body corporate, partnership, trust, warrant agent, executor, administrator, legal representative or any unincorporated organization, and words importing persons are intended to have a similar extended meaning;

 

register” means the one set of records and accounts maintained by the Warrant Agent pursuant to Section 2.9:

 

Registered Warrantholders” means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall include the Depository as well as the holders of Uncertificated Warrants appearing on the register of the Warrant Agent;

 

Regulation D” means Regulation D as promulgated by the United States Securities and Exchange Commission under the U.S. Securities Act;

 

Regulation S” means Regulation S as promulgated by the United States Securities and Exchange Commission under the U.S. Securities Act;

 

Rights Offering” has the meaning set forth in Section 4.1(b);

 

Shareholders” means holders of Common Shares;

 

Tax Act” means the Income Tax Act (Canada) and the regulations thereunder;

 

this Warrant Indenture”, “this Indenture”, “this Agreement”, “hereto” “herein”, “hereby”, “hereof” and similar expressions mean and refer to this Indenture and any indenture, deed or instrument supplemental hereto; and the expressions “Article”, “Section”, “subsection” and “paragraph” followed by a number, letter or both mean and refer to the specified article, section, subsection or paragraph of this Indenture;

 

Trading Day” means, with respect to the TSX-V, a day on which such exchange is open for the transaction of business and with respect to another exchange or an over-the-counter market means a day on which such exchange or market is open for the transaction of business;

 

TSX-V” means the TSX Venture Exchange or any successor recognized Canadian national exchange on which the Common Shares are primarily posted for trading;

 

Uncertificated Warrant” means any Warrant which is not evidenced by a Warrant Certificate;

 

Underwriters” means, collectively, the Co-Lead Underwriters, Beacon Securities Limited, and Desjardins Securities Inc.;

 

United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

 

U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

 

U.S. Person” has the meaning set forth in Rule 902(k) of Regulation S;

 

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U.S. Purchaser Letter” means the U.S. Purchaser letter in substantially the form attached hereto as Schedule “D”;

 

U.S. Securities Act” means the United States Securities Act of 1933, as amended;

 

U.S. Warrantholder” means any Registered Warrantholder that (i) is a U.S. Person, and/or (ii) acquired Warrants in the United States or for the account or benefit of any U.S. Person or Person in the United States;

 

Warrants” means the Common Share purchase warrants created by and authorized by and issuable under this Indenture, to be issued and countersigned hereunder in the form of Warrant Certificates and /or as Uncertificated Warrants held through the book entry registration system on a no certificate issued basis, in each case, each Warrant entitling the holder or holders thereof to purchase one Warrant Share (subject to adjustment as herein provided) at the Exercise Price prior to the Expiry Time and, where the context so requires, also means the warrants issued and Authenticated hereunder, whether by way of Warrant Certificate or Uncertificated Warrant;

 

Warrant Agency” means the principal office of the Warrant Agent in the City of Toronto, Ontario, or such other place as may be designated in accordance with Section 3.5;

 

Warrant Agent” means Capital Transfer Agency, ULC, in its capacity as warrant agent of the Warrants, or its successors from time to time;

 

Warrant Certificate” means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence those Warrants that will be evidenced by a certificate;

 

Warrantholders”, or “holders” without reference to Warrants, means the warrantholders as and in respect of Warrants registered in the name of the Depository and includes owners of Warrants who beneficially hold securities entitlements in respect of the Warrants through a Book Entry Participant or means, at a particular time, the persons entered in the register hereinafter mentioned as holders of Warrants outstanding at such time;

 

Warrantholders’ Request” means an instrument signed in one or more counterparts by Registered Warrantholders entitled to acquire in the aggregate not less than 50% of the aggregate number of Warrant Shares which could be acquired pursuant to all Warrants then unexercised and outstanding, requesting the Warrant Agent to take some action or proceeding specified therein;

 

Warrant Shares” means, subject to Article 4, the Common Shares due upon exercise of the Warrants in accordance with the terms of this Indenture; and

 

written order of the Corporation”, “written request of the Corporation”, “written consent of the “Corporation” and “certificate of the Corporation” mean, respectively, a written order, request, consent and certificate signed in the name of the Corporation by any two duly authorized signatories of the Corporation and may consist of one or more instruments so executed.

 

- 5 -

 

Section 1.2 Gender and Number.

 

Words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa.

 

Section 1.3 Headings, Etc.

 

The division of this Indenture into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture or of the Warrants.

 

Section 1.4 Day not a Business Day.

 

If any day on or before which any action or notice is required to be taken or given hereunder is not a Business Day, then such action or notice shall be required to be taken or given on or before the requisite time on the next succeeding day that is a Business Day.

 

Section 1.5 Time of the Essence.

 

Time shall be of the essence in this Indenture and each Warrant.

 

Section 1.6 Monetary References.

 

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.

 

Section 1.7 Applicable Law.

 

This Indenture, the Warrants, the Warrant Certificates (including all documents relating thereto, which by common accord have been and will be drafted in English) shall be construed in accordance with the laws of the Province of Alberta, and the federal laws of Canada applicable therein and shall be treated in all respects as Alberta contracts. Each of the parties hereto, which shall include the Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Alberta with respect to all matters arising out of this Indenture and the transactions contemplated herein.

 

Section 1.8 Meaning of “outstanding” for Certain Purposes

 

Every Warrant that is Authenticated or certified by the Warrant Agent hereunder shall be deemed to be outstanding until it shall be cancelled or delivered to the Warrant Agent for cancellation, exercised pursuant to Section 3.2 or until the Expiry Time; provided that where a new Warrant Certificate has been issued pursuant to Section 2.10 to replace one which is lost, mutilated, stolen or destroyed, the Warrants represented by only one of such Warrant Certificates shall be counted for the purpose of determining the aggregate number of Warrants outstanding.

 

Article 2
ISSUE OF WARRANTS

 

Section 2.1 Creation and Issue of Warrants.

 

A maximum of 23,958,332 Warrants (subject to adjustment as herein provided) are hereby created and authorized to be issued in accordance with the terms and conditions hereof. By written order of the Corporation, the Warrant Agent shall deliver Warrants in certificate or uncertificated form pursuant to Section 2.5 hereof to Registered Warrantholders and record the name of the Registered Warrantholders on the Warrant register. Registration of interests in Warrants held by the Depository may be evidenced by a position appearing on the register for Warrants of the Warrant Agent for an amount representing the aggregate number of such Warrants outstanding from time to time.

 

- 6 -

 

Section 2.2 Terms of Warrants.

 

(1) Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with Section 4.1, each whole Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one (1) Warrant Share upon payment of the Exercise Price.

 

(2) No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Shares. Any fractional Warrants shall be rounded down to the nearest whole number and no consideration shall be paid for any such fractional Warrant.

 

(3) Each whole Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Indenture.

 

(4) The number of Warrant Shares which may be purchased pursuant to the Warrants and the Exercise Price therefor shall be adjusted upon the events and in the manner specified in Section 4.1.

 

(5) Neither the Corporation nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Corporation or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Corporation and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

 

Section 2.3 Warrantholder not a Shareholder.

 

Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

 

Section 2.4 Warrants to Rank Pari Passu.

 

All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.

 

Section 2.5 Form of Warrants, Warrant Certificates.

 

(1) The Warrants may be issued in both certificated and uncertificated form. Each Warrant originally issued to a U.S. Warrantholder will be evidenced in certificated form only and bear the applicable legends as set forth in Schedule “A” hereto. All Warrants issued in certificated form shall be evidenced by a Warrant Certificate (including all replacements issued in accordance with this Indenture), substantially in the form and bearing the applicable legends as set out in Schedule “A” hereto, which shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Warrantholders to be maintained by the Warrant Agent in accordance with Section 2.6.

 

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(2) Each Warrantholder by purchasing such Warrant acknowledges and agrees that the terms and conditions set forth in the form of the Warrant Certificate set out in Schedule “A” hereto shall apply to all Warrants and Warrantholders regardless of whether such Warrants are issued in certificated or uncertificated form or whether such Warrantholders are Registered Warrantholders or owners of Warrant who beneficially hold security entitlements in respect of the Warrants through a Depository.

 

Section 2.6 Book Entry Warrants.

 

(1) Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants held in the name of the Depository having any legend set forth in Section 2.8 herein and may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance Internal Procedures of the Warrant Agent.

 

(2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:

 

(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;

 

(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;

 

(c) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;

 

(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;

 

(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation’s Counsel;

 

(f) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder;

 

(g) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent,
     
  following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the holder. The Corporation shall provide a certificate executed by an officer of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2).

 

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(3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and be subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.

 

(4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.

 

(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.

 

(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.

 

(7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:

 

(a) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);

 

(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or

 

(c) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Participant.

 

(8) The Corporation may terminate the application of this Section 2.6 in its sole discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a Person other than the Depository.

 

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Section 2.7 Warrant Certificate.

 

(1) For Warrants issued in certificated form, the form of certificate representing such Warrants shall be substantially as set out in Schedule “A” hereto or such other form as is authorized from time to time by the Warrant Agent. Each Warrant Certificate shall be Authenticated on behalf of the Warrant Agent. Each Warrant Certificate shall be signed by any two duly authorized signatories of the Corporation, whose signature shall appear on the Warrant Certificate and may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Corporation as if it had been signed manually. Any Warrant Certificate which has two signatures duly executed by the Corporation as hereinbefore provided shall be valid notwithstanding that one or more of the persons whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such Warrant Certificate. The Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as the Warrant Agent may determine.

 

(2) The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time the register at the later time shall be controlling, absent manifest error and such Uncertificated Warrants are binding on the Corporation.

 

(3) Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and Applicable Legislation, validly entitle the holder to acquire Warrant Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture.

 

(4) No Warrant shall be considered issued and shall be valid or obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by the Warrant Agent. Such Authentication by the Warrant Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture.

 

(5) No Warrant Certificate shall be considered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by signature by or on behalf of the Warrant Agent substantially in the form of the Warrant set out in Schedule “A” hereto. Such Authentication on any such Warrant Certificate shall be conclusive evidence that such Warrant Certificate is duly Authenticated and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.

 

(6) No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture

 

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(7) Authentication by the Warrant Agent, including by way of entry on the register, shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of any Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or of the consideration thereof.

 

Section 2.8 Legends.

 

(1) Neither the Warrants nor the Warrant Shares have been or will be registered under the U.S. Securities Act or under any United States state securities laws. If required under United States securities laws, Warrant Certificates originally issued for the benefit or account of a U.S. Warrantholder and any Warrant that is withdrawn from CDSX pursuant to Section 3.2(4) and each Warrant Certificate issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legends or such variations thereof as the Corporation may prescribe from time to time:

 

“THIS WARRANTS AND THE SECURITIES DELIVERABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO HIGH TIDE INC. (THE “CORPORATION”) (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO CAPITAL TRANSFER AGENCY, ULC TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

 

THESE WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THIS SECURITY AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LEGISLATION OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”;

 

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provided that, if the Warrants are being sold outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, this legend may be removed by the transferor providing a declaration to the Warrant Agent in the form set forth in Schedule “C” attached hereto or as the Warrant Agent or the Corporation may prescribe from time to time, and if required by the Warrant Agent, including an opinion of counsel, of recognised standing reasonably satisfactory to the Corporation and the Warrant Agent, that the proposed transfer may be effected without registration under the U.S. Securities Act; provided further, that if the Warrants are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, the legend may be removed by delivering to the Corporation and the Warrant Agent an opinion of counsel, of recognized standing in form and substance satisfactory to the Corporation and the Warrant Agent, acting reasonably, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act.

 

The Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of the legend set forth above.

 

(2) Each CDS Global Warrant, if issued on a certificated basis, originally issued in Canada and held by the Depository, and each CDS Global Warrant issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legend or such variations thereof as the Corporation may prescribe from time to time:

 

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO HIGH TIDE INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO, OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

 

(3) Notwithstanding any other provisions of this Indenture, in processing and registering transfers of Warrants, no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine the compliance by any transferor or transferee with the terms of the legend contained in Section 2.8(1) or Section 2.8(2), or with the relevant securities laws or regulations, including, without limitation, Regulation S, and the Warrant Agent shall be entitled to assume that all transfers are legal and proper.

 

Section 2.9 Register of Warrants

 

(1) The Warrant Agent shall maintain records and accounts concerning the Warrants, whether certificated or uncertificated, which shall contain the information called for below with respect to each Warrant, together with such other information as may be required by law or as the Warrant Agent may elect to record. All such information shall be kept in one set of accounts and records which the Warrant Agent shall designate (in such manner as shall permit it to be so identified as such by an unaffiliated party) as the register of the holders of Warrants. The information to be entered for each account in the register of Warrants at any time shall include (without limitation):

 

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(a) the name and address of the Registered Warrantholder, the date of Authentication thereof and the number of Warrants;

 

(b) whether such Warrant is a Warrant Certificate or an Uncertificated Warrant and, if a Warrant Certificate, the unique number or code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned thereto if any;

 

(c) whether such Warrant has been cancelled; and

 

(d) a register of transfers in which all transfers of Warrants and the date and other particulars of each transfer shall be entered.

 

The register shall be available for inspection by the Corporation and or any Warrantholder during the Warrant Agent’s regular business hours on a Business Day and upon payment to the Warrant Agent of its reasonable fees. Any Warrantholder exercising such right of inspection shall first provide an affidavit in form satisfactory to the Corporation and the Warrant Agent stating the name and address of the Warrantholder and agreeing not to use the information therein except in connection with an effort to call a meeting of Warrantholders or to influence the voting of Warrantholders at any meeting of Warrantholders.

 

(2) Once an Uncertificated Warrant has been Authenticated, the information set forth in the register with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the holder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a holder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including without limitation reasonable legal fees of the Corporation and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent), sustained by the Corporation or the Warrant Agent as a proximate result of such error if but only if and only to the extent that such present or former holder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such obligation to the Corporation or to the Warrant Agent.

 

Section 2.10  Issue in Substitution for Warrant Certificates Lost, etc.

 

(1) If any Warrant Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to applicable law, shall issue and thereupon the Warrant Agent shall certify and deliver, a new Warrant Certificate of like tenor, and bearing the same legend, if applicable, as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Warrant Agent and the Warrants evidenced thereby shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrants issued or to be issued hereunder.

 

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(2) The applicant for the issue of a new Warrant Certificate pursuant to this Section 2.10 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issuance thereof, furnish to the Corporation and to the Warrant Agent such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Warrant Agent, in their sole discretion, and such applicant shall also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and the Warrant Agent, in their sole discretion, and shall pay the reasonable charges of the Corporation and the Warrant Agent in connection therewith.

 

Section 2.11 Exchange of Warrant Certificates.

 

(1) Any one or more Warrant Certificates representing any number of Warrants may, upon compliance with the reasonable requirements of the Warrant Agent (including compliance with applicable securities legislation), be exchanged for one or more other Warrant Certificates representing the same aggregate number of Warrants, and bearing the same legend, if applicable, as represented by the Warrant Certificate or Warrant Certificates so exchanged.

 

(2) Warrant Certificates may be exchanged only at the Warrant Agency or at any other place that is designated by the Corporation with the approval of the Warrant Agent. Any Warrant Certificate from the holder (or such other instructions, in form satisfactory to the Warrant Agent), tendered for exchange shall be surrendered to the Warrant Agency and cancelled by the Warrant Agent.

 

(3) Warrant Certificates exchanged for Warrant Certificates that bear the legend set forth in Section 2.8(1) shall bear the same legend.

 

Section 2.12 Transfer and Ownership of Warrants.

 

(1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” attached hereto, (b) in the case of Book Entry Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system, and (c) compliance with:

 

(i) the conditions herein;

 

(ii) such reasonable requirements as the Warrant Agent may prescribe; and

 

(iii) all applicable securities legislation and requirements of regulatory authorities;

 

and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.

 

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(2) If a Warrant Certificate tendered for transfer bears any of the legends set forth in Section 2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and (A) the transfer is made to the Corporation, (B) a declaration to the effect set forth in Schedule “C” to this Indenture, or in such other form as the Corporation may from time to time prescribe, is delivered to the Warrant Agent, and/or (C) if required by the Warrant Agent, the transferor provides an opinion of counsel of recognized standing, reasonably satisfactory to the Corporation and the Warrant Agent that the proposed transfer is exempt from registration with applicable state laws and the U.S. Securities Act and that such legends may be removed.

 

(3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.

 

Section 2.13 Cancellation of Surrendered Warrants.

 

All Warrant Certificates surrendered pursuant to Article 3 shall be cancelled by the Warrant Agent and upon such circumstances all such Uncertificated Warrants shall be deemed cancelled and so noted on the register by the Warrant Agent. Upon request by the Corporation, the Warrant Agent shall furnish to the Corporation a cancellation certificate identifying the Warrant Certificates so cancelled, the number of Warrants evidenced thereby, the number of Warrant Shares, if any, issued pursuant to such Warrants and the details of any Warrant Certificates issued in substitution or exchange for such Warrant Certificates cancelled.

 

Article 3
EXERCISE OF WARRANTS

 

Section 3.1 Right of Exercise.

 

Subject to the provisions hereof, each Registered Warrantholder may exercise the right conferred on such holder to subscribe for and purchase one (1) Warrant Share for each Warrant after the Issue Date and prior to the Expiry Time and in accordance with the conditions herein.

 

Section 3.2 Warrant Exercise.

 

(1) Other than Warrants held by the Depository, Registered Warrantholders of Warrant Certificates who wish to exercise the Warrants held by them in order to acquire Warrant Shares must complete the exercise form (the “Exercise Notice”) attached to the Warrant Certificate(s) which form is attached hereto as Schedule “B”, which may be amended by the Corporation with the consent of the Warrant Agent, if such amendment does not, in the reasonable opinion of the Corporation and the Warrant Agent, which may be based on the advice of Counsel, materially and adversely affect the rights, entitlements and interests of the Warrantholders, and deliver such certificate(s), the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Warrants represented by a Warrant Certificate shall be deemed to be surrendered upon personal delivery of such certificate, Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

 

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(2) In addition to completing the Exercise Notice attached to the Warrant Certificate(s), a Warrantholder must provide any other information, certifications or other material required by the Exercise Notice to be delivered in connection with the exercise of Warrants.

 

(3) A Registered Warrantholder of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants must complete the Exercise Notice and deliver the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Uncertificated Warrants shall be deemed to be surrendered upon receipt of the Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

 

(4) A beneficial owner of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his, her, or its Warrants must do so by causing a Book Entry Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s intention to exercise Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, as well as payment for the aggregate Exercise Price, the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (a “Confirmation”) in a manner acceptable to the Warrant Agent, including by electronic means through a book based registration system, including CDSX. An electronic exercise of the Warrants initiated by the Book Entry Participant through a book based registration system, including CDSX, shall constitute a representation to both the Corporation and the Warrant Agent that the beneficial owner at the time of exercise of such Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (c) did not execute or deliver the notice of the owner’s intention to exercise such Warrants in the United States. If the Book Entry Participant is not able to make or deliver the foregoing representations by initiating the electronic exercise of the Warrants, then (a) such Warrants shall be withdrawn from the book based registration system, including CDSX, by the Book Entry Participant, (b) an individually registered Warrant Certificate shall be issued by the Warrant Agent to such beneficial owner or Book Entry Participant, and (c) the exercise procedures set forth in Section 3.2(1) shall be followed.

 

(5) Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Participant and payment from such beneficial holder should be provided to the Book Entry Participant sufficiently in advance so as to permit the Book Entry Participant to deliver notice and payment to the Depository and for the Depository in turn to deliver notice and payment to the Warrant Agent prior to the Expiry Time. The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to the Depository through the book entry registration system the Warrant Shares to which the exercising Warrantholder is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the entitlement holder exercising the Warrants and/or the Book Entry Participant exercising the Warrants on its behalf.

 

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(6) By causing a Book Entry Participant to deliver notice to the Depository, a Warrantholder shall be deemed to have irrevocably surrendered his, her, or its Warrants so exercised and appointed such Book Entry Participant to act as his, her, or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise.

 

(7) Any notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no force and effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Book Entry Participant to exercise or to give effect to the settlement thereof in accordance with the Warrantholder’s instructions will not give rise to any obligations or liability on the part of the Corporation or Warrant Agent to the Book Entry Participant or the Warrantholder.

 

(8) The Exercise Notice referred to in this Section 3.2 shall be signed by the Registered Warrantholder, or its executors or administrators or other legal representatives or an attorney of the Registered Warrantholder, duly appointed by an instrument in writing satisfactory to the Warrant Agent but such Exercise Notice need not be executed by the Depository.

 

(9) Any exercise referred to in this Section 3.2 shall require that the entire Exercise Price for Warrant Shares subscribed must be paid at the time of subscription and such Exercise Price and original Exercise Notice executed by the Registered Warrantholder or the Confirmation from the Depository must be received by the Warrant Agent prior to the Expiry Time.

 

(10) Warrants may only be exercised pursuant to this Section 3.2 by or on behalf of a Registered Warrantholder, as applicable, who makes the certifications set forth on the Exercise Notice set out in Schedule “B” or as provided herein.

 

(11) If the form of Exercise Notice set forth in the Warrant Certificate shall have been amended, the Corporation shall cause the amended Exercise Notice to be forwarded to all Registered Warrantholders.

 

(12) Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any Exercise Notice or Confirmations received by the Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Warrant Agent on the next following Business Day.

 

(13) Any Warrant with respect to which a Confirmation or Exercise Notice is not received by the Warrant Agent before the Expiry Time shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

 

Section 3.3 Prohibition on Exercise by U.S. Persons; Legended Certificates

 

(1) Subject to Section 3.3(2) below, (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; and (ii) no Warrant Shares issued upon exercise of Warrants may be delivered to any address in the United States.

 

(2) Notwithstanding Section 3.3(1), Warrants may be exercised in the United States or by or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States, provided that the Warrants are exercised in accordance with box (B), (C) or (D) of the Exercise Notice and the Corporation has approved the issuance of the Warrant Shares.

 

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(3) Certificates representing Warrant Shares issued upon the exercise of Warrants which bear the legend set forth in Section 2.8(1) or which are issued and delivered pursuant to Section 3.3(2) shall bear the following legend:

 

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO HIGH TIDE INC. (THE “CORPORATION”) (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO CAPITAL TRANSFER AGENCY, ULC TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT A THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND, MAY BE OBTAINED FROM THE CORPORATION’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE CORPORATION’S TRANSFER AGENT AND THE CORPORATION TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S OF THE U.S. SECURITIES ACT. THE CORPORATION’S TRANSFER AGENT MAY REQUIRE AN OPINION OF COUNSEL, OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT, IN CONNECTION WITH ANY OFFER, SALE OR TRANSFER OF THE SECURITIES BY THE HOLDER HEREOF.”

 

Section 3.4 Transfer Fees and Taxes.

 

If any of the Warrant Shares subscribed for are to be issued to a person or persons other than the Registered Warrantholder, the Registered Warrantholder shall execute the form of transfer and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation will not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.

 

Section 3.5 Warrant Agency.

 

To facilitate the exchange, transfer or exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the Warrant Agency, as the agency at which Warrants may be surrendered for exchange or transfer or at which Warrants may be exercised and the Warrant Agent has accepted such appointment. The Corporation may from time to time designate alternate or additional places as the Warrant Agency (subject to the Warrant Agent’s prior approval) and will give notice to the Warrant Agent of any proposed change of the Warrant Agency. Branch registers shall also be kept at such other place or places, if any, as the Corporation, with the approval of the Warrant Agent, may designate. The Warrant Agent will from time to time when requested to do so by the Corporation or any Registered Warrantholder, upon payment of the Warrant Agent’s reasonable charges, furnish a list of the names and addresses of Registered Warrantholders showing the number of Warrants held by each such Registered Warrantholder.

 

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Section 3.6 Effect of Exercise of Warrant Certificates.

 

(1) Upon the exercise of Warrants Certificates pursuant to and in compliance with Section 3.2 and subject to Section 3.3 and Section 3.4, the Warrant Shares to be issued pursuant to the Warrants exercised shall be deemed to have been issued and the person or persons to whom such Warrant Shares are to be issued shall be deemed to have become the holder or holders of such Warrant Shares within five Business Days of the Exercise Date unless the register shall be closed on such date, in which case the Warrant Shares subscribed for shall be deemed to have been issued and such person or persons deemed to have become the holder or holders of record of such Warrant Shares, on the date on which such register is reopened. It is hereby understood that in order for persons to whom Warrant Shares are to be issued, to become holders of Warrant Shares on record on the Exercise Date, beneficial holders must commence the exercise process sufficiently in advance so that the Warrant Agent is in receipt of all items of exercise at least one Business Day prior to such Exercise Date.

 

(2) Within five Business Days after the Exercise Date with respect to a Warrant, the Warrant Agent shall use commercially reasonable efforts to cause to be delivered or mailed to the person or persons in whose name or names the Warrant is registered or, if so specified in writing by the holder, cause to be delivered to such person or persons at the Warrant Agency where the Warrant Certificate was surrendered, a certificate or certificates for the appropriate number of Warrant Shares subscribed for, or any other appropriate evidence of the issuance of Warrant Shares to such person or persons in respect of Warrant Shares issued under the book entry registration system.

 

Section 3.7 Partial Exercise of Warrants; Fractions.

 

(1) The holder of any Warrants may exercise his, her, or its right to acquire a number of whole Warrant Shares less than the aggregate number which the holder is entitled to acquire. In the event of any exercise of a number of Warrants less than the number which the holder is entitled to exercise, the holder of Warrants upon such exercise shall, in addition, be entitled to receive, without charge therefor, a new Warrant Certificate(s), bearing the same legend, if applicable, or other appropriate evidence of Warrants, in respect of the balance of the Warrants held by such holder and which were not then exercised.

 

(2) Notwithstanding anything herein contained including any adjustment provided for in Section 4.1, the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Warrant Shares. Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Shares. Any fractional Warrant Shares shall be rounded down to the nearest whole number and the holder of such Warrants shall not be entitled to any compensation in respect of any fractional Warrant Shares which is not issued.

 

Section 3.8 Expiration of Warrants.

 

Immediately after the Expiry Time, all rights under any Warrant in respect of which the right of acquisition provided for herein shall not have been exercised shall cease and terminate and each Warrant shall be void and of no further force or effect.

 

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Section 3.9 Accounting and Recording.

 

(1) The Warrant Agent shall promptly account to the Corporation with respect to Warrants exercised, and shall promptly forward to the Corporation (or into an account or accounts of the Corporation with the bank or trust company designated by the Corporation for that purpose), all monies received by the Warrant Agent on the subscription of Warrant Shares through the exercise of Warrants. All such monies and any securities or other instruments, from time to time received by the Warrant Agent, shall be received in trust for, and shall be segregated and kept apart by the Warrant Agent, the Warrantholders and the Corporation as their interests may appear

 

(2) The Warrant Agent shall record the particulars of Warrants exercised, which particulars shall include the names and addresses of the persons who become holders of Warrant Shares on exercise and the Exercise Date, in respect thereof. The Warrant Agent shall provide such particulars in writing to the Corporation within five Business Days of any request by the Corporation therefor.

 

Section 3.10 Securities Restrictions.

 

Notwithstanding anything herein contained, Warrant Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction.

 

Article 4
ADJUSTMENT OF NUMBER OF Warrant SHARES
AND EXERCISE PRICE

 

Section 4.1 Adjustment of Number of Warrant Shares and Exercise Price.

 

The subscription rights in effect under the Warrants for Warrant Shares issuable upon the exercise of the Warrants shall be subject to adjustment from time to time as follows:

 

(a) if, at any time during the Adjustment Period, the Corporation shall:

 

(i) subdivide, re-divide or change its outstanding Common Shares into a greater number of Common Shares;

 

(ii) reduce, combine or consolidate its outstanding Common Shares into a lesser number of Common Shares; or

 

(iii) issue Common Shares or securities exchangeable for, or convertible into, Common Shares to all or substantially all of the holders of Common Shares by way of stock dividend or other distribution (other than a distribution of Common Shares upon the exercise of Warrants or any outstanding options);

 

(any of such events in Section 4.1(a) (i), (ii) or (iii) being called a “Common Share Reorganization”) then the Exercise Price shall be adjusted as of the effect on the effective date or record date of such subdivision, re-division, change, reduction, combination, consolidation or distribution, as the case may be, shall in the case of the events referred to in (i) or (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, re-division, change or distribution, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding as of the effective date or record date after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Share that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date or effective date). Such adjustment shall be made successively whenever any event referred to in this Section 4.1(a) shall occur. Upon any adjustment of the Exercise Price pursuant to Section 4.1(a), the Exchange Rate shall be contemporaneously adjusted by multiplying the number of Common Shares theretofore obtainable on the exercise thereof by a fraction of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

 

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(b) if and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per Common Share (or having a conversion or exchange price per Common Share) less than 95% of the Current Market Price on such record date (a “Rights Offering”), the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by the Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that no such rights or warrants are exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or, if any such rights or warrants are exercised, to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights or warrants, as the case may be. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(b), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment. Such adjustment will be made successively whenever such a record date is fixed, provided that if two or more such record dates or record dates referred to in this Section 4.1(b) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates;

 

(c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other entity (other than Common Shares), (ii) rights, options or warrants to subscribe for or purchase Common Shares (or other securities convertible into or exchangeable for Common Shares), other than pursuant to a Rights Offering; (iii) evidences of its indebtedness or (iv) any property or other assets then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the excess, if any, of the fair market value on such record date, as determined by the Corporation (whose determination shall be conclusive), of such securities or other assets so issued or distributed over the fair market value of any consideration received therefor by the Corporation from the holders of the Common Shares, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price; and Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(c), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

 

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(d) if and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 4.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, any Registered Warrantholder who has not exercised its right of acquisition prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive upon payment of the Exercise Price and shall accept, in lieu of the number of Warrant Shares that prior to such effective date the Registered Warrantholder would have been entitled to receive, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation or consolidation, or to which such sale or conveyance may be made, as the case may be, that such Registered Warrantholder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the effective date thereof, as the case may be, the Registered Warrantholder had been the registered holder of the number of Warrant Shares to which prior to such effective date it was entitled to acquire upon the exercise of the Warrants. If determined appropriate by the Warrant Agent, relying on advice of Counsel, to give effect to or to evidence the provisions of this Section 4.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Registered Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Registered Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Warrant Agent pursuant to the provisions of this Section 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 8 hereof. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Warrant Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive reclassifications, capital reorganizations, amalgamations, consolidations, mergers, sales or conveyances;

 

(e) in any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the Registered Warrantholder of any Warrant exercised after the record date and prior to completion of such event the additional Warrant Shares issuable by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such Registered Warrantholder an appropriate instrument evidencing such Registered Warrantholder’s right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the relevant date of exercise or such later date as such Registered Warrantholder would, but for the provisions of this Section 4.1(e), have become the holder of record of such additional Common Shares pursuant to Section 4.1;

 

(f) in any case in which Section 4.1(a)(iii), Section 4.1(b) or Section 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if the Registered Warrantholders of the outstanding Warrants receive, subject to any required stock exchange or regulatory approval, the rights or warrants referred to in Section 4.1(a)(iii), Section 4.1(b) or the shares, rights, options, warrants, evidences of indebtedness or assets referred to in Section 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record date or effective date, as the case may be;

 

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(g) the adjustments provided for in this Section 4.1 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed to the nearest whole cent and shall apply to successive subdivisions, re-divisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments which by reason of this Section 4.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and

 

(h) after any adjustment pursuant to this Section 4.1, the term “Common Shares” where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Registered Warrantholder is entitled to receive upon the exercise of his, her or its Warrant, and the number of Warrant Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Warrant Shares or other property or securities a Registered Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

 

Section 4.2 Entitlement to Warrant Shares on Exercise of Warrant.

 

All Common Shares or shares of any class or other securities, which a Registered Warrantholder is at the time in question entitled to receive on the exercise of its Warrant, whether or not as a result of adjustments made pursuant to this Article 4, shall, for the purposes of the interpretation of this Indenture, be deemed to be Warrant Shares which such Registered Warrantholder is entitled to acquire pursuant to such Warrant.

 

Section 4.3 No Adjustment for Certain Transactions.

 

Notwithstanding anything in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Common Shares is being made pursuant to this Indenture or in connection with (a) any share incentive plan or restricted share plan or share purchase plan in force from time to time for directors, officers, employees, consultants or other service providers of the Corporation; (b) the satisfaction of existing instruments issued at the date hereof; or (c) the payment of Dividends in the ordinary course.

 

Section 4.4 Determination by Independent Firm.

 

In the event of any question arising with respect to the adjustments provided for in this Article 4 such question shall be conclusively determined by an independent firm of chartered public accountants (other than the Auditors), who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.

 

Section 4.5 Proceedings Prior to any Action Requiring Adjustment.

 

As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the number of Warrant Shares which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the opinion of Counsel, be necessary in order that the Corporation has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Warrant Shares which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

 

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Section 4.6 Certificate of Adjustment.

 

The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.1, deliver a certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate may be supported by a certificate of the Corporation’s Auditors verifying such calculation if requested by the Warrant Agent at their discretion. The Warrant Agent shall rely, and shall be protected in so doing, upon the certificate of the Corporation or of the Corporation’s Auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes.

 

Section 4.7 Notice of Special Matters.

 

The Corporation covenants with the Warrant Agent that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Registered Warrantholders of its intention to fix a record date that is prior to the Expiry Date for any matter for which an adjustment may be required pursuant to Section 4.1 Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than 14 days prior to such applicable record date. If notice has been given and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable, file with the Warrant Agent a computation of the adjustment and give notice to the Registered Warrantholders of such adjustment computation.

 

Section 4.8 No Action after Notice.

 

The Corporation covenants with the Warrant Agent that it will not close its transfer books or take any other corporate action which might deprive the Registered Warrantholder of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of the certificate or notices set forth in Section 4.6 and Section Section 4.7.

 

Section 4.9 Other Action.

 

If the Corporation, after the date hereof, shall take any action affecting the Common Shares other than action described in Section 4.1, which in the reasonable opinion of the directors of the Corporation would materially affect the rights of Registered Warrantholders, the Exercise Price and/or Exchange Rate, the number of Warrant Shares which may be acquired upon exercise of the Warrants shall be adjusted in such manner and at such time, by action of the directors, acting reasonably and in good faith, in their sole discretion as they may determine to be equitable to the Registered Warrantholders in the circumstances, provided that no such adjustment will be made unless any requisite prior approval of any stock exchange on which the Common Shares are listed for trading has been obtained.

 

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Section 4.10 Protection of Warrant Agent.

 

The Warrant Agent shall not:

 

(a) at any time be under any duty or responsibility to any Registered Warrantholder to determine whether any facts exist which may require any adjustment contemplated by Section 4.1, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same;

 

(b) be accountable with respect to the validity or value (or the kind or amount) of any Warrant Shares or of any other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant;

 

(c) be responsible for any failure of the Corporation to issue, transfer or deliver Warrant Shares or certificates for the same upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants contained in this Article; and

 

(d) incur any liability or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the directors, officers, employees, agents or servants of the Corporation.

 

Section 4.11 Participation by Warrantholder.

 

No adjustments shall be made pursuant to this Article 4 if the Registered Warrantholders are entitled to participate in any event described in this Article 4 on the same terms, mutatis mutandis, as if the Registered Warrantholders had exercised their Warrants prior to, or on the effective date or record date of, such event and any such participation will be subject to the prior approval of the TSX-V.

 

Article 5
RIGHTS OF THE CORPORATION AND COVENANTS

 

Section 5.1 Optional Purchases by the Corporation.

 

Subject to compliance with applicable securities legislation and approval of applicable regulatory authorities, if any, the Corporation may from time to time purchase by private contract or otherwise any of the Warrants. Any such purchase shall be made at the lowest price or prices at which, in the opinion of the directors of the Corporation, such Warrants are then obtainable, plus reasonable costs of purchase, and may be made in such manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In the case of Warrant Certificates, Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1 shall forthwith be delivered to and cancelled by the Warrant Agent and reflected accordingly on the register of Warrants. In the case of Uncertificated Warrants, the Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly on the register of Warrants and in accordance with procedures prescribed by the Depository under the book entry registration system. No Warrants shall be issued in replacement thereof.

 

Section 5.2 General Covenants.

 

The Corporation covenants with the Warrant Agent that so long as any Warrants remain outstanding:

 

(a) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Warrant Shares upon the exercise of the Warrants;

 

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(b) it will cause the Warrant Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrants and the terms hereof;

 

(c) all Warrant Shares which shall be issued upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable, free and clear of all encumbrances;

 

(d) it will use reasonable commercial efforts to maintain its existence and carry on its business in the ordinary course;

 

(e) it will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including, without limitation, the Warrant Shares issuable on the exercise of the Warrants) continue to be or are listed and posted for trading on the TSX-V (or such other Canadian stock exchange acceptable to the Corporation), provided that this clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed and posted for trading on the TSX-V, so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or cash, or the holders of the Common shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the TSX-V;

 

(f) it will make all requisite filings under applicable Canadian securities legislation including those necessary to remain a reporting issuer not in default in each of the provinces and other Canadian jurisdictions where it is or becomes a reporting issuer;

 

(g) generally, it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Indenture; and

 

(h) the Corporation will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Indenture which remains unrectified for more than ten days following its occurrence.

 

Section 5.3 Warrant Agent’s Remuneration and Expenses.

 

The Corporation covenants that it will pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Warrant Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration or execution of its duties hereby created (including the reasonable compensation and the disbursements of its Counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be finally and fully performed. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Warrant Agent against unpaid invoices and shall be payable upon demand. This Section shall survive the resignation or removal of the Warrant Agent and/or the termination of this Indenture.

 

Section 5.4 Performance of Covenants by Warrant Agent.

 

If the Corporation shall fail to perform any of its covenants contained in this Indenture, the Warrant Agent may notify the Registered Warrantholders of such failure on the part of the Corporation and may itself perform any of the covenants capable of being performed by it but, subject to Section 9.2, shall be under no obligation to perform said covenants or to notify the Registered Warrantholders of such performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 5.3. No such performance, expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

 

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Section 5.5 Enforceability of Warrants.

 

The Corporation covenants and agrees that it is duly authorized to create and issue the Warrants to be issued hereunder and that the Warrants, when issued and Authenticated as herein provided, will be valid and enforceable against the Corporation in accordance with the provisions hereof and the terms hereof and that, subject to the provisions of this Indenture, the Corporation will cause the Warrant Shares from time to time acquired upon exercise of Warrants issued under this Indenture to be duly issued and delivered in accordance with the terms of this Indenture.

 

Article 6
ENFORCEMENT

 

Section 6.1 Suits by Registered Warrantholders.

 

All or any of the rights conferred upon any Registered Warrantholder by any of the terms of this Indenture may be enforced by the Registered Warrantholder by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the Registered Warrantholders.

 

Section 6.2 Suits by the Corporation.

 

The Corporation shall have the right to enforce full payment of the Exercise Price of all Warrant Shares issued by the Warrant Agent to a Registered Warrantholder hereunder and shall be entitled to demand such payment from the Registered Warrantholder or alternatively to instruct the Warrant Agent to cancel the share certificates representing such Warrant Shares and amend the securities register of the Corporation accordingly.

 

Section 6.3 Immunity of Shareholders, etc.

 

The Warrant Agent and the Warrantholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future shareholder, trustee, employee or agent of the Corporation or any successor entity on any covenant, agreement, representation or warranty by the Corporation herein.

 

Section 6.4 Waiver of Default.

 

Upon the happening of any default hereunder:

 

(a) the Registered Warrantholders of not less than 51% of the Warrants then outstanding shall have power (in addition to the powers exercisable by Extraordinary Resolution) by requisition in writing to instruct the Warrant Agent to waive any default hereunder and the Warrant Agent shall thereupon waive the default upon such terms and conditions as shall be prescribed in such requisition; or

 

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(b) the Warrant Agent shall have power to waive any default hereunder upon such terms and conditions as the Warrant Agent may deem advisable, on the advice of Counsel, if, in the Warrant Agent’s opinion, based on the advice of Counsel, the same shall have been cured or adequate provision made therefor;

 

provided that no delay or omission of the Warrant Agent or of the Registered Warrantholders to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act or omission either of the Warrant Agent or of the Registered Warrantholders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom.

 

Article 7
MEETINGS OF REGISTERED WARRANTHOLDERS

 

Section 7.1 Right to Convene Meetings.

 

The Warrant Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by the Registered Warrantholders signing such Warrantholders’ Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Registered Warrantholders. If the Warrant Agent fails to so call a meeting within seven days after receipt of such written request of the Corporation or within 30 days after receipt of such Warrantholders’ Request and the indemnity and funding given as aforesaid, the Corporation or such Registered Warrantholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Toronto, Ontario, or at such other place as may be approved or determined by the Warrant Agent and the Corporation.

 

Section 7.2 Notice.

 

At least 21 days’ prior written notice of any meeting of Registered Warrantholders shall be given to the Registered Warrantholders in the manner provided for in Section 10.2 and a copy of such notice shall be sent by mail to the Warrant Agent (unless the meeting has been called by the Warrant Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the time when and the place where the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Registered Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Section 7.2.

 

Section 7.3 Chairman.

 

An individual (who need not be a Registered Warrantholder) designated in writing by the Warrant Agent shall be chairman of the meeting and if no individual is so designated, or if the individual so designated is not present within fifteen minutes from the time fixed for the holding of the meeting, the Registered Warrantholders present in person or by proxy shall choose an individual present to be chairman.

 

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Section 7.4 Quorum.

 

Subject to the provisions of Section 7.11, at any meeting of the Registered Warrantholders a quorum shall consist of Registered Warrantholder(s) present in person or by proxy and entitled to purchase at least 50% of the aggregate number of Warrant Shares which may be acquired pursuant to all the then outstanding Warrants. If a quorum of the Registered Warrantholders shall not be present within thirty minutes from the time fixed for holding any meeting, the meeting, if summoned by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum be present at the commencement of business. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not be entitled to acquire at least 50% of the aggregate number of Warrant Shares which may be acquired pursuant to all then outstanding Warrants.

 

Section 7.5 Power to Adjourn.

 

The chairman of any meeting at which a quorum of the Registered Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

 

Section 7.6 Show of Hands.

 

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

 

Section 7.7 Poll and Voting.

 

(1) On every Extraordinary Resolution, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chairman or by one or more of the Registered Warrantholders acting in person or by proxy and entitled to acquire in the aggregate at least 5% of the aggregate number of Warrant Shares which may be acquired pursuant to all the Warrants then outstanding, a poll shall be taken in such manner as the chairman shall direct. Questions other than those required to be determined by Extraordinary Resolution shall be decided by a majority of the votes cast on the poll.

 

(2) On a show of hands, every person who is present and entitled to vote, whether as a Registered Warrantholder or as proxy for one or more absent Registered Warrantholders, or both, shall have one vote. On a poll, each Registered Warrantholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Warrant then held or represented by it. A proxy need not be a Registered Warrantholder. The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Warrants, if any, held or represented by him.

 

Section 7.8 Regulations.

 

(1) The Warrant Agent, or the Corporation with the approval of the Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit for the setting of the record date for a meeting for the purpose of determining Registered Warrantholders entitled to receive notice of and to vote at the meeting.

 

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(2) Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Registered Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Registered Warrantholders or proxies of Registered Warrantholders.

 

Section 7.9 Corporation and Warrant Agent May be Represented.

 

The Corporation and the Warrant Agent, by their respective directors, officers, agents, and employees and the Counsel for the Corporation and for the Warrant Agent may attend any meeting of the Registered Warrantholders.

 

Section 7.10 Powers Exercisable by Extraordinary Resolution.

 

In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Registered Warrantholders at a meeting shall, subject to the provisions of Section 7.11, have the power exercisable from time to time by Extraordinary Resolution:

 

(a) to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Registered Warrantholders or the Warrant Agent in its capacity as warrant agent hereunder (subject to the Warrant Agent’s prior consent, acting reasonably) or on behalf of the Registered Warrantholders against the Corporation whether such rights arise under this Indenture or otherwise;

 

(b) to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Registered Warrantholders;

 

(c) to direct or to authorize the Warrant Agent, subject to Section 9.2(2) hereof, to enforce any of the covenants on the part of the Corporation contained in this Indenture or to enforce any of the rights of the Registered Warrantholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;

 

(d) to waive, and to direct the Warrant Agent to waive, any default on the part of the Corporation in complying with any provisions of this Indenture either unconditionally or upon any conditions specified in such Extraordinary Resolution;

 

(e) to restrain any Registered Warrantholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Indenture or to enforce any of the rights of the Registered Warrantholders;

 

(f) to direct any Registered Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Registered Warrantholder in connection therewith;

 

(g) to assent to any change in or omission from the provisions contained in this Indenture or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission;

 

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(h) with the consent of the Corporation, such consent not to be unreasonably withheld, to remove the Warrant Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant Agent so removed; and

 

(i) to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation.

 

Section 7.11 Meaning of Extraordinary Resolution.

 

(1) The expression “Extraordinary Resolution” when used in this Indenture means, subject as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution proposed at a meeting of Registered Warrantholders duly convened for that purpose and held in accordance with the provisions of this Article 7 at which there are present in person or by proxy Registered Warrantholders holding at least 25% of the aggregate number of Warrant Shares that may be acquired on exercise of the Warrants and passed by the affirmative votes of Registered Warrantholders holding not less than 66 2/3% of the aggregate number of Warrant Shares that may be acquired on exercise of the Warrants at the meeting and voted on the poll upon such resolution.

 

(2) If, at the meeting at which an Extraordinary Resolution is to be considered, Registered Warrantholders holding at least 25% of the aggregate number of Warrant Shares that may be acquired are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 15 or more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than 14 days’ prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 10.2. Such notice shall state that at the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in Section 7.11(1) shall be an Extraordinary Resolution within the meaning of this Indenture notwithstanding that Registered Warrantholders entitled to acquire at least 25% of the aggregate number of Warrant Shares which may be acquired pursuant to all the then outstanding Warrants are not present in person or by proxy at such adjourned meeting.

 

(3) Subject to Section 7.14, votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

 

Section 7.12 Powers Cumulative.

 

Any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the Registered Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Registered Warrantholders to exercise such power or powers or combination of powers then or thereafter from time to time.

 

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Section 7.13   Minutes.

 

Minutes of all resolutions and proceedings at every meeting of Registered Warrantholders shall be made and duly recorded in the books and such minutes as aforesaid, if signed by the chairman or the secretary of the meeting at which such resolutions were passed or proceedings had shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

 

Section 7.14 Instruments in Writing.

 

All actions which may be taken and all powers that may be exercised by the Registered Warrantholders at a meeting held as provided in this Article 7 may also be taken and exercised by Registered Warrantholders holding at least 66 2/3% of the aggregate number of the then outstanding Warrants by an instrument in writing signed in one or more counterparts by such Registered Warrantholders in person or by attorney duly appointed in writing, and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed.

 

Section 7.15 Binding Effect of Resolutions.

 

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 7 at a meeting of Registered Warrantholders shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed by Registered Warrantholders in accordance with Section 7.14 shall be binding upon all the Warrantholders, whether signatories thereto or not, and each and every Warrantholder and the Warrant Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

 

Section 7.16 Holdings by Corporation Disregarded.

 

In determining whether Registered Warrantholders holding Warrants evidencing the entitlement to acquire the required number of Warrant Shares are present at a meeting of Registered Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution, Warrantholders’ Request or other action under this Indenture, Warrants owned legally or beneficially by the Corporation shall be disregarded in accordance with the provisions of Section 10.7.

 

Article 8
SUPPLEMENTAL INDENTURES

 

Section 8.1 Provision for Supplemental Indentures for Certain Purposes.

 

From time to time, the Corporation (when authorized by action of the directors of the Corporation) and the Warrant Agent may, subject to the provisions hereof and subject to the prior approval of the TSX-V, as need be, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

 

(a) setting forth any adjustments resulting from the application of the provisions of Article 4;

 

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(b) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

 

(c) giving effect to any Extraordinary Resolution passed as provided in Section 7.11;

 

(d) making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder or for the purpose of obtaining a listing or quotation of the Warrants on any stock exchange or quotation system, provided that such provisions are not, in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

 

(e) adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrants, and making any modification in the form of the Warrant Certificates which does not affect the substance thereof;

 

(f) modifying any of the provisions of this Indenture, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Warrant Agent, relying on the advice of Counsel, such modification or relief in no way prejudices any of the rights of the Registered Warrantholders or of the Warrant Agent, and provided further that the Warrant Agent may in its sole discretion decline to enter into any such supplemental indenture which in its opinion may not afford adequate protection to the Warrant Agent when the same shall become operative;

 

(g) providing for the issuance of additional Warrants hereunder, including Warrants in excess of the number set out in Section 2.1 and any consequential amendments hereto as may be required by the Warrant Agent relying on the advice of Counsel; and

 

(h) for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Warrant Agent, relying on the advice of Counsel, the rights of the Warrant Agent and of the Registered Warrantholders are in no way prejudiced thereby.

 

Section 8.2 Successor Entities.

 

In the case of the consolidation, amalgamation, arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to or with another entity (“successor entity”), the successor entity resulting from such consolidation, amalgamation, arrangement, merger or transfer (if not the Corporation) shall expressly assume, by supplemental indenture satisfactory in form to the Warrant Agent and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Indenture to be performed and observed by the Corporation.

 

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Article 9

CONCERNING THE WARRANT Agent

 

Section 9.1 Trust Indenture Legislation.

 

(1) If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory requirement of Applicable Legislation, such mandatory requirement shall prevail.

 

(2) The Corporation and the Warrant Agent agree that each will, at all times in relation to this Indenture and any action to be taken hereunder, observe and comply with and be entitled to the benefits of Applicable Legislation.

 

Section 9.2 Rights and Duties of Warrant Agent.

 

(1) In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent shall exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from liability for its own gross negligence, wilful misconduct, bad faith or fraud under this Indenture.

 

(2) The obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Warrant Agent or the Registered Warrantholders hereunder shall be conditional upon the Registered Warrantholders furnishing, when required by notice by the Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Warrant Agent to protect and to hold harmless the Warrant Agent and its officers, directors, employees and agents, against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.

 

(3) The Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Registered Warrantholders, at whose instance it is acting to deposit with the Warrant Agent the Warrants Certificates held by them, for which Warrants the Warrant Agent shall issue receipts.

 

(4) Every provision of this Indenture that by its terms relieves the Warrant Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation.

 

Section 9.3 Evidence, Experts and Advisers.

 

(1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation.

 

(2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture.

 

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(3) Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon.

 

(4) The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent.

 

(5) The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

 

Section 9.4 Documents, Monies, etc. Held by Warrant Agent.

 

Until released in accordance with this Indenture, any funds received hereunder shall be kept in segregated records of the Warrant Agent and the Warrant Agent shall place the funds in segregated trust accounts of the Warrant Agent at one or more of the Canadian Chartered Banks listed in Schedule 1 of the Bank Act (Canada) (“Approved Bank”). All amounts held by the Warrant Agent pursuant to this Agreement shall be held by the Warrant Agent for the Corporation and the delivery of the funds to the Warrant Agent shall not give rise to a debtor-creditor or other similar relationship. The amounts held by the Warrant Agent pursuant to this Agreement are at the sole risk of the Corporation and, without limiting the generality of the foregoing, the Warrant Agent shall have no responsibility or liability for any diminution of the funds which may result from any deposit made with an Approved Bank pursuant to this section, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default). The parties hereto acknowledge and agree that the Warrant Agent will have acted prudently in depositing the funds at any Approved Bank, and that the Warrant Agent is not required to make any further inquiries in respect of any such bank. The Warrant Agent may hold cash balances constituting part or all of such monies and need not, invest the same; the Warrant Agent shall not be liable to account for any profit to any parties to this Indenture or to any other person or entity.

 

Section 9.5 Actions by Warrant Agent to Protect Interest.

 

The Warrant Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Registered Warrantholders.

 

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Section 9.6 Warrant Agent Not Required to Give Security.

 

The Warrant Agent shall not be required to give any bond or security in respect of the execution of the agency and powers of this Indenture or otherwise in respect of the premises.

 

Section 9.7 Protection of Warrant Agent.

 

By way of supplement to the provisions of any law for the time being relating to the Warrant Agent it is expressly declared and agreed as follows:

 

(a) the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;

 

(b) nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;

 

(c) the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;

 

(d) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;

 

(e) the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that the Corporation shall not be required to indemnify the Indemnified Parties in the event of the fraud, gross negligence, bad faith, or wilful misconduct of the Warrant Agent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and

 

(f) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

 

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Section 9.8 Replacement of Warrant Agent; Successor by Merger.

 

(1) The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not less than 60 days’ prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution shall have power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent or any Registered Warrantholder may apply to a judge of the Province of Alberta on such notice as such judge may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Registered Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be an entity authorized to carry on the business of a trust company in the Province of Alberta and, if required by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent hereunder.

 

(2) Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Registered Warrantholders thereof in the manner provided for in Section 10.2.

 

(3) Any Warrant Certificates Authenticated but not delivered by a predecessor Warrant Agent may be Authenticated by the successor Warrant Agent in the name of the successor Warrant Agent.

 

(4) Any corporation into which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Warrant Agent shall be a party, or any corporation succeeding to substantially the corporate trust business of the Warrant Agent shall be the successor to the Warrant Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as successor Warrant Agent under Section 9.8(1).

 

Section 9.9 Acceptance of Agency

 

The Warrant Agent hereby accepts the agency in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth.

 

Section 9.10 Warrant Agent Not to be Appointed Receiver.

 

The Warrant Agent and any person related to the Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

 

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Section 9.11 Warrant Agent Not Required to Give Notice of Default.

 

The Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.

 

Section 9.12 Anti-Money Laundering.

 

(1) Each party to this Agreement other than the Warrant Agent hereby represents to the Warrant Agent that any account to be opened by, or interest to be held by the Warrant Agent in connection with this Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Warrant Agent’s prescribed form as to the particulars of such third party.

 

(2) The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on ten (10) days written notice to the other parties to this Indenture, provided (i) that the Warrant Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent’s satisfaction within such ten (10) day period, then such resignation shall not be effective.

 

Section 9.13 Compliance with Privacy Code.

 

The parties acknowledge that the Warrant Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

 

(a) to provide the services required under this Indenture and other services that may be requested from time to time;

 

(b) to help the Warrant Agent manage its servicing relationships with such individuals;

 

(c) to meet the Warrant Agent’s legal and regulatory requirements; and

 

(d) if Social Insurance Numbers are collected by the Warrant Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.
     
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Each party acknowledges and agrees that the Warrant Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of its acting as agent hereunder for the purposes described above and, generally, in the manner and on the terms described in its privacy code, which the Warrant Agent shall make available on its website, or upon request, including revisions thereto. The Warrant Agent may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides.

 

Further, each party agrees that it shall not provide or cause to be provided to the Warrant Agent any personal information relating to an individual who is not a party to this Indenture unless that party has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

 

Section 9.14 Securities Exchange Commission Certification.

 

The Corporation confirms that as at the date of execution of this Agreement it does not have a class of securities registered pursuant to Section 12 of the U.S. Exchange Act or have a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act.

 

The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the Act or Corporation shall incur a reporting obligation pursuant to Section 15(d) of the Act, or (ii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the Act, the Corporation shall promptly deliver to the Warrant Agent an officers’ certificate (in a form provided by the Warrant Agent notifying the Warrant Agent of such registration or termination and such other information as the Warrant Agent may require at the time. The Corporation acknowledges that Warrant Agent is relying upon the foregoing representation and covenants in order to meet certain United States Securities and Exchange Commission (“SEC”) obligations with respect to those clients who are filing with the SEC.

 

Article 10
GENERAL

 

Section 10.1 Notice to the Corporation and the Warrant Agent.

 

(1) Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Warrant Agent shall be deemed to be validly given if delivered, sent by registered letter, postage prepaid or if faxed or emailed:

 

(a) If to the Corporation:

 

High Tide Inc.
Unit 112, 11127 - 15 Street N.E.
Calgary, AB T3K 2M4

 

Attention: Raj Grover, Chief Executive Officer

E-mail: raj@hightideinc.com

 

(b) If to the Warrant Agent:

 

Capital Transfer Agency, ULC

Suite 920, 390 Bay Street

Toronto, ON M5H 2Y2

 

Attention: Sarah Morrison, Managing Director

E-mail: smorrison@capitaltransferagency.com

 

- 39 -

 

and any such notice delivered in accordance with the foregoing shall be deemed to have been received and given on the date of delivery or, if mailed, on the fifth Business Day following the date of mailing such notice or, if faxed or transmitted by other electronic means, on the next Business Day following the date of transmission.

 

(2) The Corporation or the Warrant Agent, as the case may be, may from time to time notify the other in the manner provided in Section 10.1(1) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for all purposes of this Indenture.

 

(3) If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Warrant Agent or to the Corporation hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to the named officer of the party to which it is addressed, as provided in Section 10.1(1), or given by facsimile, e-mail, or other means of prepaid, transmitted and recorded communication.

 

Section 10.2 Notice to Registered Warrantholders.

 

(1) Unless otherwise provided herein, notice to the Registered Warrantholders under the provisions of this Indenture shall be valid and effective if delivered or sent by ordinary prepaid post addressed to such holders at their post office addresses appearing on the register hereinbefore mentioned and shall be deemed to have been effectively received and given on the date of delivery or, if mailed, on the third Business Day following the date of mailing such notice. In the event that Warrants are held in the name of the Depository, a copy of such notice shall also be sent by electronic communication to the Depository and shall be deemed received and given on the day it is so sent.

 

(2) If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Registered Warrantholders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to such Registered Warrantholders to the address for such Registered Warrantholders contained in the register maintained by the Warrant Agent or such notice may be given, at the Corporation’s expense, by means of publication in the Globe and Mail, National Edition, or any other English language daily newspaper or newspapers of general circulation in Canada, in each two successive weeks, the first such notice to be published within 5 business days of such event, and any so notice published shall be deemed to have been received and given on the latest date the publication takes place.

 

Section 10.3 Ownership of Warrants.

 

The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of the Warrant Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

 

- 40 -

 

Section 10.4 Counterparts.

 

This Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof. Delivery of an executed copy of the Indenture by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Indenture as of the date hereof.

 

Section 10.5 Satisfaction and Discharge of Indenture.

 

Upon the earlier of:

 

(a) the date by which there shall have been delivered to the Warrant Agent for exercise or cancellation all Warrants theretofore Authenticated hereunder, in the case of Warrant Certificates (or such other instructions, in a form satisfactory to the Warrant Agent), in the case of Uncertificated Warrants, or by way of standard processing through the book entry system in the case of a CDS Global Warrant; and

 

(b) the Expiry Time;

 

and if all certificates or other entry on the register representing Warrant Shares required to be issued in compliance with the provisions hereof have been issued and delivered hereunder or to the Warrant Agent in accordance with such provisions, this Indenture shall cease to be of further effect and the Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding the foregoing, the indemnities provided to the Warrant Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Indenture.

 

Section 10.6 Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.

 

Nothing in this Indenture or in the Warrants, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the Registered Warrantholders, as the case may be, any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Registered Warrantholders.

 

- 41 -

 

Section 10.7 Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.

 

For the purpose of disregarding any Warrants owned legally or beneficially by the Corporation in Section 7.16, the Corporation shall provide to the Warrant Agent, from time to time, a certificate of the Corporation setting forth as at the date of such certificate:

 

(a) the names (other than the name of the Corporation) of the Registered Warrantholders which, to the knowledge of the Corporation, are owned by or held for the account of the Corporation; and

 

(b) the number of Warrants owned legally or beneficially by the Corporation;

 

and the Warrant Agent, in making the computations shall be entitled to rely on such certificate without any additional evidence.

 

Section 10.8 Severability

 

If, in any jurisdiction, any provision of this Indenture or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision will, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Indenture and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other parties or circumstances.

 

Section 10.9 Force Majeure

 

No party shall be liable to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

 

Section 10.10 Assignment, Successors and Assigns

 

Neither of the parties hereto may assign its rights or interest under this Indenture, except as provided in Section 9.8 in the case of the Warrant Agent, or as provided in Section 8.2 in the case of the Corporation. Subject thereto, this Indenture shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

 

Section 10.11 Rights of Rescission and Withdrawal for Holders

 

Should a holder of Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, and the holder’s funds which were paid on exercise have already been released to the Corporation by the Warrant Agent, the Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the Warrant Agent of any underlying Warrant Shares or other securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Warrant Agent in writing, to cancel the exercise transaction and any such underlying Warrant Shares or other securities on the register, which may have already been issued upon the Warrant exercise. In the event that any payment is received from the Corporation by virtue of the holder being a shareholder for such Warrants that were subsequently rescinded, such payment must be returned to the Corporation by such holder. The Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce the return of the funds pursuant to this section, nor shall the Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Warrant Agent for distribution to the holder, the Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

 

[Remainder of page intentionally left blank. Signature page follows.]

 

- 42 -

 

IN WITNESS WHEREOF the parties hereto have executed this Indenture under the hands of their proper officers in that behalf as of the date first written above.

 

  HIGH TIDE INC.
   
  By:  (signed) “Harkirat (Raj) Grover”
    Name: Harkirat (Raj) Grover
    Title: Authorized Signing Officer

 

  CAPITAL TRANSFER AGENCY, ULC
   
  By:  (signed) “Sarah Morrison”
    Name: Sarah Morrison
    Title: Authorized Signing Officer

 

[Signature page – 2021 Warrant Indenture – High Tide Inc.]

 

 

 

Schedule “A”

 

Form of Warrant

 

THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE AT OR BEFORE 4:00 P.M. (TORONTO TIME) ON [APPLICABLE EXPIRY DATE], AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.

 

For all Warrants sold outside the United States and registered in the name of the Depository, include the following legend:

 

(INSERT IF BEING ISSUED TO CDS) UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO HIGH TIDE INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

 

For Warrants sold in the United States, also include the following legends:

 

THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO HIGH TIDE INC. (THE “CORPORATION”) (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO CAPITAL TRANSFER AGENCY, ULC TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

 

THESE WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THIS SECURITY AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LEGISLATION OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

 

A-1

 

WARRANT

 

To acquire Common Shares of

 

HIGH TIDE INC.

 

(incorporated pursuant to the laws of the Province of Alberta)

 

Warrant
Certificate No. [applicable No.]

Certificate for ______________________________________________ Warrants, each entitling the holder to acquire one (1) Common Share (subject to adjustment as provided for in the Warrant Indenture (as defined below)

 

CUSIP  _____________________________________________________

 

ISIN CA __________________________________________________

 

THIS IS TO CERTIFY THAT, for value received,

 

 

(the “Warrantholder”) is the registered holder of the number of common share purchase warrants (the “Warrants”) of High Tide Inc. (the “Corporation”) specified above, and is entitled, on exercise of these Warrants upon and subject to the terms and conditions set forth herein and in the warrant indenture dated as of February 22, 2021 between the Corporation and Capital Transfer Agency, ULC, as Warrant Agent (which warrant indenture, together with all other instruments supplemental or ancillary thereto is herein referred to as the “Warrant Indenture”), to purchase at any time before 4:00 p.m. (Toronto time) (the “Expiry Time”) on [applicable Expiry Date] (the “Expiry Date”), one fully paid and non-assessable common share without par value in the capital of the Corporation as constituted on the date hereof (a “Common Share”) for each Warrant subject to adjustment in accordance with the terms of the Warrant Indenture.

 

The right to purchase Common Shares may only be exercised by the Warrantholder within the time set forth above by:

 

(a) duly completing and executing the exercise form (the “Exercise Form”) attached hereto; and

 

(b) surrendering this warrant certificate (the “Warrant Certificate”), with the Exercise Form to the Warrant Agent at the principal office of the Warrant Agent, in the City of Toronto, Ontario, together with a certified cheque, bank draft or money order in the lawful money of Canada payable to or to the order of the Corporation in an amount equal to the purchase price of the Common Shares so subscribed for.

 

The surrender of this Warrant Certificate, the duly completed Exercise Form and payment as provided above will be deemed to have been effected only on personal delivery thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Warrant Agent at its principal office as set out above.

 

A-2

 

Subject to adjustment thereof in the events and in the manner set forth in the Warrant Indenture hereinafter referred to, the exercise price payable for each Common Share upon the exercise of Warrants shall be $0.58 per Common Share (the “Exercise Price”).

 

Certificates for the Common Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Common Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Common Shares not so purchased. No fractional Common Shares will be issued upon exercise of any Warrant.

 

This Warrant Certificate evidences Warrants of the Corporation issued or issuable under the provisions of the Warrant Indenture, to which Warrant Indenture reference is hereby made for particulars of the rights of the holders of Warrants, the Corporation and the Warrant Agent in respect thereof and the terms and conditions on which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder, by acceptance hereof, assents. The Corporation will furnish to the holder, on request and without charge, a copy of the Warrant Indenture.

 

On presentation at the principal office of the Warrant Agent as set out above, subject to the provisions of the Warrant Indenture and on compliance with the reasonable requirements of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates entitling the holder thereof to purchase in the aggregate an equal number of Common Shares as are purchasable under the Warrant Certificate(s) so exchanged.

 

Neither the Warrants nor the Common Shares issuable upon exercise hereof have not been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or U.S. state securities laws. Other than by an original U.S. purchaser that purchased the Warrants directly from the Corporation, these Warrants may not be exercised in the United States or by or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States unless this security and the Common Shares issuable upon exercise of this security have been registered under the U.S. Securities Act and the applicable state securities legislation or an exemption from such registration requirements is available.

 

The Warrant Indenture contains provisions for the adjustment of the Exercise Price payable for each Common Share upon the exercise of Warrants and the number of Common Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein.

 

The Warrant Indenture also contains provisions making binding on all holders of Warrants outstanding thereunder resolutions passed at meetings of holders of Warrants held in accordance with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders of Warrants entitled to purchase a specific majority of the Common Shares that can be purchased pursuant to such Warrants.

 

Nothing contained in this Warrant Certificate, the Warrant Indenture or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as a holder of Common Shares or any other right or interest except as herein and in the Warrant Indenture expressly provided. In the event of any discrepancy between anything contained in this Warrant Certificate and the terms and conditions of the Warrant Indenture, the terms and conditions of the Warrant Indenture shall govern.

 

A-3

 

Warrants may only be transferred in compliance with the conditions of the Warrant Indenture on the register to be kept by the Warrant Agent in Toronto, or such other registrar as the Corporation, with the approval of the Warrant Agent, may appoint at such other place or places, if any, as may be designated, upon surrender of this Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument of transfer in form and execution satisfactory to the Warrant Agent or other registrar and upon compliance with the conditions prescribed in the Warrant Indenture and with such reasonable requirements as the Warrant Agent or other registrar may prescribe and upon the transfer being duly noted thereon by the Warrant Agent or other registrar. Time is of the essence hereof.

 

This Warrant Certificate will not be valid for any purpose until it has been countersigned by or on behalf of the Warrant Agent from time to time under the Warrant Indenture.

 

The parties hereto have declared that they have required that these presents and all other documents related hereto be in the English language. Les parties aux présentes déclarent qu’elles ont exigé que la présente convention, de même que tous les documents s’y rapportant, soient rédigés en anglais.

 

[Remainder of page intentionally left blank. Signature page follows.]

 

A-4

 

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be duly executed as of:

 

      HIGH TIDE INC.
         
      By:  
        Authorized Signatory
         
Countersigned and Registered by:      
       
CAPITAL TRANSFER AGENCY, ULC      
         
By:        
  Authorized Signatory      

 

A-5

 

FORM OF TRANSFER

 

To: Capital Transfer Agency, ULC

 

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to ____________________________________________________________________________________________________________________________________________________________(print name and address) the Warrants represented by this Warrants Certificate and hereby irrevocably constitutes and appoints ____________________ as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent.

 

In the case of a warrant certificate that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):

 

  o (A) the transfer is being made only to the Corporation;

 

  o (B) the transfer is being made outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with any applicable local securities laws and regulations and the holder has provided herewith the Declaration for Removal of Legend attached as Schedule “C” to the Warrant Indenture, or

 

  o (C) the transfer is being made within the United States or to, or for the account or benefit of, U.S. Persons, in accordance with a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws and the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to such effect.

 

In the case of a warrant certificate that does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of a U.S. Person or to a person in the United States, the undersigned hereby represents, warrants and certifies that the transfer of the Warrants is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws, in which case the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to such effect.

 

A-6

 

o If transfer is to a U.S. Person, check this box.

 

DATED this ____ day of_________________, 20____.

 

SPACE FOR GUARANTEES OF SIGNATURES (BELOW)

)

 

)

 

)

 

)

 

 

 

 

 

 

Signature of Transferor

 

 
 

 

Guarantor’s Signature/Stamp

 

)

 

)

 

)

 
 

 

Name of Transferor

 

 

REASON FOR TRANSFER – For US Residents only (where the individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions below).

 

o Gift o Estate  o Private Sale  o Other (or no change in ownership)

 

Date of Event (Date of gift, death or sale):            Value per Warrant on the date of event:

 

  o CAD   OR o USD

 

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

 

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

 

Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

 

Canada: A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a “Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.

 

A-7

 

Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

 

OR

 

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.

 

REASON FOR TRANSFER – FOR US RESIDENTS ONLY

 

Consistent with US IRS regulations, Computershare is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).

 

A-8

 

SCHEDULE “B”

 

EXERCISE FORM

 

TO: High Tide Inc.

 

AND TO: Capital Transfer Agency, ULC
390 Bay St Suite 920, Toronto, ON M5H 2Y2

 

The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire ____________ (A) Common Shares of High Tide Inc.

 

  Exercise Price Payable:  
    ((A) multiplied by $0.58, subject to adjustment)

 

The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture.

 

The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation.

 

Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

 

The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

 

  o (A) the undersigned holder at the time of exercise of the Warrants (i) is not in the United States, (ii) is not a U.S. Person, (iii) is not exercising the Warrants for the account or benefit of a U.S. Person or a person in the United States, (iv) did not execute or deliver this exercise form in the United States and (v) delivery of the underlying Common Shares will not be to an address in the United States; OR

 

  o (B) the undersigned holder (a) is the original purchaser of the Warrants pursuant to Rule 506(b) of Regulation D under the U.S. Securities Act, as part of the Corporation’s offering of Units of which the Warrants comprised a part, and at the time of such acquisition was a U.S. Person or was in the United States (or was acting on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States), and (b) confirms, as of the date of hereof, each of the representations, warranties, certifications and agreements made by it in connection with its acquisition of such Warrants, including, without limitation, its status as an “accredited investor” within the meaning of Rule 506(b) of Regulation D under the U.S. Securities Act, as though such representations, warranties, certifications and agreements were made on the date hereof and in respect of the acquisition of the Common Shares issuable upon exercise of the Warrants being exercised; OR

 

  o (C) the undersigned holder (a) is the original purchaser of the Warrants pursuant to Rule 506(b) of Regulation D under the U.S. Securities Act, as part of the Corporation’s offering of Units of which the Warrants comprised a part, and at the time of such acquisition was a U.S. Person or was in the United States (or was acting on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States), and (b) confirms, as of the date of hereof, each of the representations, warranties, certifications and agreements made by it in connection with its acquisition of such Warrants, including, without limitation, its status as a “qualified institutional buyer” within the meaning of Rule 144A under the U.S. Securities Act, as though such representations, warranties, certifications and agreements were made on the date hereof and in respect of the acquisition of the Common Shares issuable upon exercise of the Warrants being exercised, and the undersigned further represents and warrants that on the date hereof it is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act; OR

 

B-1

 

  o (D) if the undersigned holder is (i) a holder in the United States, (ii) a U.S. Person, (iii) a person exercising for the account or benefit of a U.S. Person, (iv) executing or delivering this exercise form in the United States or (v) requesting delivery of the underlying Common Shares in the United States, the undersigned holder has delivered to the Corporation and the Corporation’s transfer agent (a) a completed and executed U.S. Purchaser Letter in substantially the form attached to the Warrant Indenture as Schedule “D” or (b) an opinion of counsel (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Corporation and Warrant Agent) or such other evidence reasonably satisfactory to the Corporation and Warrant Agent to the effect that with respect to the Common Shares to be delivered upon exercise of the Warrants, the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.

 

It is understood that the Corporation and Capital Transfer Agency, ULC may require evidence to verify the foregoing representations.

 

Notes: (1) Certificates will not be registered or delivered to an address in the United States unless Box B, C or D above is checked.

 

(2) If Box D above is checked, holders are encouraged to consult with the Corporation and the Warrant Agent in advance to determine that the legal opinion tendered in connection with the exercise will be satisfactory in form and substance to the Corporation and the Warrant Agent.

 

“United States” and “U.S. Person” are as defined in Rule 902 of Regulation S under the U.S. Securities Act.

 

The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows:

 

Name(s) in Full and Social
Insurance Number(s)
(if applicable)
  Address(es)   Number of Common
Shares
         
         
         
         
         

 

Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed.

 

Once completed and executed, this Exercise Form must be mailed or delivered to Capital Transfer Agency, ULC

 

B-2

 

DATED this ____day of _____, 20__.

 

  )
)
)
)
)
)
)
 
   
Witness

(Signature of Warrantholder, to be the same as appears on the face of this Warrant Certificate)

 

   
   Name of Registered Warrantholder

 

o Please check if the certificates representing the Common Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent.

 

B-3

 

SCHEDULE “C”

 

FORM OF DECLARATION FOR REMOVAL OF LEGEND

 

To: Capital Transfer Agency, ULC, as registrar and transfer agent for the Warrants and Common Shares issuable upon exercise of the Warrants of High Tide Inc.

 

The undersigned (a) acknowledges that the sale of the securities of High Tide Inc. (the “Corporation”) to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and (b) certifies that (1) the undersigned is not an affiliate of the Corporation as that term is defined in the 1933 Act, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of The Toronto Stock Exchange or any other designated offshore securities market as defined in Regulation S under the U.S. Securities Act and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S.

 

DATED this ____day of _____, 20__.

 

  (Name of Seller)
   
  By:   
    Name:
    Title:

 

C-1

 

SCHEDULE “D”

 

FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS

 

High Tide Inc.

Unit 112, 11127 - 15 Street N.E.
Calgary, Alberta T3K 2M4
Attention: President and Chief Executive Officer

 

- and to -

 

Capital Transfer Agency, ULC.

 

as Warrant Agent

 

Dear Sirs:

 

We are delivering this letter in connection with the purchase of common shares (the “Common Shares”) of High Tide Inc., a corporation incorporated under the laws of the Province of Alberta (the “Corporation”) upon the exercise of warrants of the Corporation (“Warrants”), issued under the warrant indenture dated as of February 22, 2021 between the Corporation and Capital Transfer Agency, ULC.

 

We hereby confirm that:

 

(a) we are an “accredited investor” (satisfying one or more of the criteria set forth in Rule 501(a) of Regulation D under the United States Securities Act of 1933 (the “U.S. Securities Act”));

 

(b) we are purchasing the Common Shares for our own account;

 

(c) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of purchasing the Common Shares;

 

(d) we are not acquiring the Common Shares with a view to distribution thereof or with any present intention of offering or selling any of the Common Shares, except (A) to the Corporation, (B) outside the United States in accordance with Rule 904 under the U.S. Securities Act or (C) inside the United States in accordance with available exemptions from the registration requirements of the U.S. Securities Act, if applicable, and in compliance with applicable state securities laws;

 

(e) we acknowledge that we have had access to such financial and other information as we deem necessary in connection with our decision to exercise the Warrants and purchase the Common Shares; and

 

(f) we acknowledge that we are not purchasing the Common Shares as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

 

D-1

 

We understand that the Common Shares are being offered in a transaction not involving any public offering within the United States within the meaning of the U.S. Securities Act and that the Common Shares have not been and will not be registered under the U.S. Securities Act. We further understand that any Common Shares acquired by us will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the fact that we will not offer, sell or otherwise transfer any of the Common Shares, directly or indirectly, unless (i) the sale is to the Corporation; (ii) the sale is made outside the United States in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act; or (iii) the sale is made in the United States (A) pursuant to an exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws or (B) pursuant to a transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, and in the case of each of (A) and (B), the purchaser meets the definition of Qualified Purchaser and the seller has furnished to the Corporation an opinion to such effect from counsel of recognized standing reasonably satisfactory to the Corporation prior to such offer, sale or transfer.

 

We acknowledge that you will rely upon our confirmations, acknowledgements and agreements set forth herein, and we agree to notify you promptly in writing if any of our representations or warranties herein ceases to be accurate or complete.

 

DATED this ____day of _____, 20__.

 

  (Name of U.S. Purchaser)
   
  By:   
    Name:
    Title:

 

D-2

EXHIBIT 99.137

 

 

 

FOR IMMEDIATE RELEASE

 

HIGH TIDE SIGNIFICANTLY IMPROVES BALANCE SHEET AS
A FURTHER $20 MILLION OF DEBT HAS CONVERTED INTO EQUITY AND PROVIDES OTHER UPDATES

 

Calgary, AB, February 23, 2021 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (TSXV: HITI) (OTCQB: HITIF) (FRA:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, is pleased to communicate the following developments to the market.

 

Conversion of Another $20 million of Debt

 

During the period February 1, 2021 to February 19, 2021 various holders of convertible debentures, totaling $19,860,000 have converted their debt into common shares of High Tide in accordance with the terms of the various convertible debentures. These conversions are over and above the $7,365,000 of debt converted per the Company’s press release dated February 1, 2021, and should save the Company an additional $2.4 million in forgone interest costs.

 

Warrants and Options Exercise Bring in Another $3.3 million in Proceeds

 

During the period January 1, 2021 to February 19, 2021 various holders of options and warrants have elected to exercise their respective instruments resulting in $3.3 million of cash proceeds to the Company.

 

Warrants from $23 million Bought Deal Expected to Begin Trading This Week

 

As communicated in our press release dated February 22, 2021, the Company closed a $23 million bought deal financing (the “Offering”). In connection with the Offering, the Company issued an aggregate of 23,958,332 Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional Common Share at an exercise price of $0.58, for a period of 36 months following the closing of the Offering. Today, the Company announces that the Warrants issued in connection with the Offering are expected to begin trading on the TSX Venture Exchange on or about February 25, 2021, under the ticker symbol “HITI.WR”.

 

Acquisition Update

 

As communicated in its press release dated January 25, 2021, the Company entered into an agreement to acquire Smoke Cartel, Inc. (“Smoke Cartel“) (OTCQB: SMKC), a leading e-commerce retailer of consumption accessories, including glass water pipes and vaporizers, as well as hemp derived CBD products. The Company’s acquisition of Smoke Cartel is proceeding smoothly. As part of the signing of the merger agreement, shareholders owning more than the requisite percentage of required shares (50.1%) executed voting agreements committing to vote to approve the merger. The transaction is now on track to close in the first half of March 2021.

 

 

 

 

Concurrently, the Company is pleased to report that in addition to Smoke Cartel, it is currently engaged in discussions with multiple parties regarding potential transactions. While these discussions are progressing well, there can be no assurance that any may be consummated.

 

“Having now closed our $23 million equity Offering, and with over $27 million of debt converted so far this fiscal year, High Tide’s financial strength has been growing every day and has never been stronger. This has not gone unnoticed by a large number of companies which have reached out to High Tide viewing us as their potential partner of choice. Given our integrated model, this includes not just other cannabis retailers in Canada, but also companies across other areas of the value chain – including accessories manufacturers and brands, other e-commerce retailers, and CBD companies in the United States,” said Raj Grover, President and Chief Executive Officer of High Tide. “With our existing profitable operations and strong balance sheet, it is game on for acquisitions at High Tide. We plan to be aggressive in pursuing transactions which would be accretive to our shareholders immediately, as well as those that can further position us to quickly take advantage of the fast evolving regulatory and legislative landscape in the United States.” added Mr. Grover.

 

ABOUT HIGH TIDE

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 70 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide's retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide's strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This news release contains “forward-looking statements”, within the meaning of applicable securities laws. Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, certain of which are beyond the control of High Tide. Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. In particular, forward looking statements in this news release include, but are not limited to, statements with respect to the High Tide's intention and ability to complete the acquisition of Smoke Cartel, High Tide expectation of being able to complete other potential transactions or acquisitions and those complete the acquisition of Smoke Cartel, High Tide expectation of being able to complete other potential transactions being accretive to shareholders of High Tide. These statements are only predictions, and various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Readers are cautioned that the assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

 

2

 

 

Forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause actual results, forecasts or projections to differ materially from those anticipated in, or implied by, such forward-looking statements, including, but not limited to: (i) unanticipated developments in the general economic, financial market, legislative, regulatory, competitive and political conditions in which High Tide operates, (ii) increased competition and market volatility, (iii) the occurrence of natural and unnatural catastrophic events and claims resulting from such events, and (iv) risks related to or arising from the COVID-19 pandemic, including a deterioration of general economic and market conditions. Further, new factors emerge from time to time, and it is not possible for management of High Tide to predict all of those factors or to assess in advance the impact of each such factor on High Tide’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements in this news release are based on information currently available and what management of High Tide believes are reasonable assumptions. The purpose of such forward-looking statements is solely to provide readers with a description of the expectations of the management of High Tide as of the date hereof, and such forward-looking statements may not be appropriate for any other purpose.

 

Readers are cautioned not to place undue reliance on forward-looking information contained in this news release. Except as may be required by applicable securities laws, High Tide does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

 

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

 

CONTACT INFORMATION

 

High Tide Inc.
Vahan Ajamian

Vice President, Capital Markets

ir@hightideinc.com

Tel. 1 (403) 770-9435; extension 116

 

 

3

 

 

EXHIBIT 99.138

 

 

 

EXHIBIT 99.139

 

 

 

 

 

 

 

 

Consolidated Financial Statements

 

For the years ended October 31, 2020 and 2019

(Stated In thousands of Canadian dollars, except share and per share amounts)

 

 

 

 

 

 

  

INDEPENDENT AUDITOR’S REPORT

 

To the Shareholders of High Tide Inc.

 

Opinion

 

We have audited the consolidated financial statements of High Tide Inc (the “Company”), which comprise the consolidated statement of financial position as at October 31, 2020, and the consolidated statement of loss and other comprehensive loss, consolidated statement of changes in shareholders’ equity (deficiency) and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

 

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at October 31, 2020, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS).

 

Basis for opinion

 

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Other matter

 

The consolidated financial statements of the Company as at and for the year ended October 31, 2019 were audited by another auditor who expressed an unmodified opinion on those consolidated financial statements on February 28, 2020.

 

Other information

 

Management is responsible for the other information. The other information comprises:

 

Management’s Discussion and Analysis

 

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

 

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, and in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

 

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.

 

 

 

Responsibilities of management and those charged with governance for the consolidated financial statements

 

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

 

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

 

Auditor’s responsibilities for the audit of the consolidated financial statements

 

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

 

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

 

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

 

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

 

 

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

 

The engagement partner on the audit resulting in this independent auditor’s report is Ryan MacDonald.

 

 

 

Calgary, Canada

March 1, 2021

 

 

High Tide Inc.
Consolidated Statements of Financial Position
As at October 31, 2020 and 2019
(Stated – In thousands of Canadian dollars)

 

 

Notes

2020

2019

    $ $
Assets      
Current assets      
Cash   7,524 806
Marketable securities   50 50
Trade and other receivables 13 2,861 2,385
Inventory 11 5,702 6,719
Prepaid expenses and deposits 10 3,070 2,518
Current portion of loans receivable 12 74 261
Total current assets   19,281 12,739
       
Non-current assets      
Loans receivable 12 230 878
Property and equipment 8 13,085 12,382
Net Invesment - Lease 28 1,716 -
Right-of-use assets, net 28 16,413 -
Long term prepaid expenses and deposits 10 809 1,380
Deferred tax asset 19 250 1,190
Intangible assets and goodwill 9 18,027 12,174
Total non-current assets   50,530 28,004
Total assets   69,811 40,743
       
Liabilities      
Current liabilities      
Accounts payable and accrued liabilities   6,421 4,408
Notes payable current 16 1,939 3,570
Deferred liability 15 1,700 -
Current portion of convertible debentures 17 14,446 -
Current portion of lease liabilities 28 2,194 -
Shareholder loans   - 701
Derivative liability 17, 22 764 2,121
Total current liabilities   27,464 10,800
       
Non-current liabilities      
Notes payable 16 2,536 62
Convertible debentures 17 11,376 19,664
Lease liabilities 28 14,474 -
Long term contract liability   53 100
Deferred tax liability 19 2,185 710
Total non-current liabilities   30,624 20,536
Total liabilities   58,088 31,336
       
Shareholders’ equity      
Share capital 20 32,552 26,283
Warrants 22 5,796 6,609
Contributed surplus   4,704 2,119
Convertible debentures – equity 17 1,965 1,637
Accumulated other comprehensive income   (487) (366)
Accumulated deficit   (34,359) (26,696)
Equity attributable to owners of the Company   10,171 9,586
Non-controlling interest 30 1,552 (179)
Total shareholders’ equity   11,723 9,407
Total liabilities and shareholders’ equity   69,811 40,743

 

The accompanying notes are an integral part of the consolidated financial statements.

 

(Signed) “Harkirat (Raj) Grover”   (Signed) “Nitin Kaushal”
President and Chair of the Board   Director and Chairman of the Audit Committee

 

2 

High Tide Inc.
Consolidated Statements of Loss and Other Comprehensive Loss

For the year ended October 31, 2020 and 2019
(Stated – In thousands of Canadian dollars)

 

  Notes 2020 2019
    $ $
Revenue      
Merchandise sales   79,395 29,445
Royalty revenue   964 1,516
Other revenue   2,906 333
Total Revenue 7 83,265 31,294
       
Cost of sales   (52,453) (19,978)
Gross profit   30,812 11,316
       
Expenses      
Salaries, wages and benefits 3c (13,257) (10,447)
Share-based compensation 21 (129) (2,209)
General and administration   (6,278) (8,094)
Professional fees   (2,548) (6,463)
Advertising and promotion   (429) (2,252)
Depreciation and amortization 8, 9, 28 (6,798) (1,401)
Interest and bank charges   (577) (324)
Total expenses   (30,016) (31,190)
Income (loss) from operations   796 (19,874)
       

Other income (expenses)

 

3,808

-

Gain on extinguishment of debenture 17    
Loss on settlement of convertible debentures 17 (142) -
Revaluation of derivative liability 17 (459) 732
Impairment loss 8 (705) (4,820)
Related party balances written off   - (34)
Finance and other costs 18 (10,009) (3,089)
Foreign exchange gain (loss)   81 (44)
Gain on extinguishment of financial liability 17 505 129
Total other expenses   (6,921) (7,126)
       
Loss before taxes   (6,125) (27,000)
Current Income tax (expense) recovery 19 (236) -
Deferred Income tax (expense) recovery 19 7 708
Net loss   (6,354) (26,292)
       
Other comprehensive income (loss)      
Translation difference on foreign subsidary   (121) (366)
Total comprehensive loss   (6,475) (26,658)
       
Net income (loss) and comprehensive income (loss) attributable to:      
Owners of the Company   (7,089) (26,492)
Non-controlling interest 30 614 (166)
    (6,475) (26,658)
       
Income (loss) per share      
Basic 23 (0.03) (0.13)
Diluted 23 (0.03) (0.13)

 

The accompanying notes are an integral part of the consolidated financial statements.

 

Subsequent Events (Note 31)

 

3

High Tide Inc.
Consolidated Statements of Changes in Shareholders’ Equity (Deficiency)

(Stated – In thousands of Canadian dollars)

 

 

Note

Share
capital
Special
warrants
Warrants Contributed
surplus
Equity
portion of
convertible
debt
Accumulated
other
comprehensive
income (loss)
Accumulated
deficit

Attributable
to owners
of the
Company

NCI

Total
    $ $ $ $ $ $ $ $ $ $
Opening balance, November 1, 2018   35,695 16,904 905 - - - (30,176) 23,328 (13) 23,315
Transition adjustment – IFRS 9   - - - - - - (26) (26) - (26)
Transition adjustment – IFRS 15   - - - - - - (67) (67) - (67)
Conversion of special warrants 20(i) 13,051 (16,904) 3,853 - - - - - - -
Warrants issued December, 2018 17 - - 93 - - - - 93 - 93
Acquisition - Grasscity 4 3,047 - - - - - - 3,047 - 3,047
Share-based compensation 20(iv) 71 - - 2,119 - - - 2,190 - 2,190
Equity portion of convertible debentures 17 - - - - 1,637 - - 1,637 - 1,637
Interest payment paid in shares 17 1,156 - - - - - - 1,156 - 1,156
Warrants issued April, 2019 17 - - 883 - - - - 883 - 883
Acquisition - Dreamweavers 4 1,147 - 296 - - - - 1,443 - 1,443
Acquisition - Jasper Ave. 4 205 - - - - - - 205   205
Warrants issued June, 2019 17 - - 342 - - - - 342 - 342
Reduction in share capital 20(ii) (29,699) - - - - - 29,699 - - -
Fee paid in shares & warrants 20(iii) 1,607 - 132 - - - - 1,739 - 1,739
Warrants issued September, 2019 22 - - 105 - - - - 105 - 105
Warrant exercise 22 3 - - - - - - 3 - 3
Cumulative translation adjustment   - - - - - (366) - (366) - (366)
Comprehensive loss for the period   - - - - - - (26,126) (26,126) (166) (26,292)
Opening balance, November 1, 2019   26,283 - 6,609 2,119 1,637 (366) (26,696) 9,586 (179) 9,407
Fee paid in shares   860 - - - - - - 860 - 860
Extinguishment of debenture 17 - - - 1,445 (1,445) - - - - -
Warrants 22 - - (913) 1,011 - - - 98 - 98
Share-based compensation 21 - - - 129 - - - 129 - 129
Equity portion of convertible debentures 17 - - - - 1,773 - - 1,773 - 1,773
Cumulative translation adjustment   - - - - - (121) - (121) - (121)
Prepaid Interest paid in shares   1,168 - - - - - - 1,168 - 1,168
Purchase of minority interest - KushBar Inc. 6 500 - - - - - (695) (195) 187 (8)
Acquisition - 2680495 Ontario Inc. 4 1,048 - - - - - - 1,048 - 1,048
Acquisition - Saturninus Partners 5 1,064 - 100 - - - - 1,164 930 2,094
Acquisition - 102088460 Saskatchewan Ltd. 4 975 - - - - - - 975 - 975
Lease acquisition 20(iv) 104 - - - - - - 104 - 104
Conversion of convertibile debenture 17 550 - - - - - - 550 - 550
Comprehensive loss for the period   - - - - - - (6,968) (6,968) 614 (6,354)
Balance, October 31, 2020   32,552 - 5,796 4,704 1,965 (487) (34,359) 10,171 1,552 11,723

 

The accompanying notes are an integral part of the consolidated financial statements.

 

4

High Tide Inc.
Consolidated Statements of Cash Flows

For the year ended October 31, 2020 and 2019
(Stated – In thousands of Canadian dollars)

 

  Notes 2020 2019

  $ $
Operating activities      
Net loss   (6,354) (26,292)
Adjustments for items not effecting cash and cash equivalents      
Income tax expense (recovery)   229 (708)
Accretion expense 18 3,663 1,476
Loan income 18 (131)  
Fee for services and interest paid in shares and warrants 20, 22 1,729 -
Acquisition costs paid in shares 18 678 -
Depreciation and amortization 8, 9, 28 6,798 1,401
Revaluation of derivative liability 17 459 (732)
Gain on extinguishment of debenture 17 (3,808) -
Impairment loss 8 705 4,820
Foreign exchange loss   (81) -
Share-based compensation 21 129 2,209
Loss on settlement of convertible debentures 17 142 -
Expected credit loss allowance   - 1,142
Gain on extinguishment of financial liability   (505) -
    3,653 (16,684)
       
Changes in non-cash working capital      
Trade and other receivables   (458) (1,920)
Inventory   1,951 (1,811)
Loans receivable   48 (1,077)
Prepaid expenses and deposits   1,186 3,536
Accounts payable and accrued liabilities   2,470 2,812
Income tax payable   - (33)
Contract liability   - 30
Shareholder loans   - 665
Net cash provided by (used in) operating activities   8,850 (14,482)
       
Investing activities      
Purchase of property and equipment 8 (2,295) (8,074)
Purchase of intangible assets 9 (474) (2,333)
Proceeds from sale of marketable securities 15 1,700 -
Cash paid for business combination, net of cash acquired 4, 5 (2,234) (6,515)
Net cash (used in) investing activities   (3,303) (16,922)
       
Financing activities      
Repayment of finance lease obligations   (6) (6)
Proceeds from convertible debentures net of issue costs 17 8,855 22,419
Proceeds from notes payable 16 200 2,000
Repayment of convertible debentures 17 (1,867) -
Interest paid on debentures and loans   (2,260) (351)
Lease liability payments 28 (3,191) -

Repayment of notes payable

16

(560)

-

Restricted marketable securities   - (50)
Net cash provided (used in) financing activities   1,171 24,012
       

Net increase (decrease) in cash and cash equivalents

 

6,718

(7,392)

Cash and cash equivalents, beginning of the year   806 8,198
Cash and cash equivalents, end of the year   7,524 806

 

The accompanying notes are an integral part of the consolidated financial statements.

 

5

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

1. Nature of Operations

 

High Tide Inc. (the “Company” or “High Tide”) is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company’s shares are listed on the TSX Venture Exchange (“TSXV”) under the symbol “HITI”, the Frankfurt Stock Exchange (“FSE”) under the securities identification code ‘WKN: A2PBPS’ and the ticker symbol “2LY”, and on the OTCQB Market (“OTCQB”) under the symbol “HITIF”. The address of the Company’s corporate and registered office is # 120 – 4954 Richard Road SW, Calgary, Alberta T3E 6L1.

 

High Tide does not engage in any U.S. cannabis-related activities as defined by the Canadian Securities Administrators Staff Notice 51-352.

 

COVID-19

 

The Company’s business could be significantly adversely affected by the effects of the recent outbreak of novel coronavirus (“COVID- 19”). Several significant measures have been implemented in Canada and the rest of the world in response to the increased impact from COVID-19. The Company cannot accurately predict the impact COVID-19 will have on third parties’ ability to meet their obligations with the Company, including due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In particular, the continued spread of COVID-19 globally could materially and adversely impact the Company’s business including without limitation, employee health, workplace productivity, and other factors that will depend on future developments beyond the Company’s control. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries resulting in an economic downturn that could negatively impact the Company’s financial position, financial performance, cash flows, and its ability to raise capital. Since the initial outset of the pandemic, the Company did not experience a significant decline in sales for most of the operating businesses.

 

2. Basis of Preparation

 

2.1 Statement of Compliance

 

The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee (“IFRIC”). These consolidated financial Statements were approved and authorized for issue by the Board of Directors on March 1, 2021.

 

2.2 Basis of measurement

 

The consolidated financial statements, have been prepared on a historical cost basis, except for stock options, warrants and certain financial instruments which are measured at fair value. The accounting policies set out below have been applied consistently by the Company and its wholly owned subsidiaries for the periods presented. For comparative purposes, the Company has reclassified certain immaterial items on the comparative consolidated statement of financial position and the consolidated statements of loss and other comprehensive loss to conform with current period’s presentation.

 

2.3 Functional and presentation currency

 

The consolidated financial statements are presented in Canadian dollars, which is the Company’s presentation currency.

 

The functional currency of the Company’s Canadian subsidiaries is the Canadian dollar (“CAD”), and of the Company’s United States (“U.S.”) subsidiaries is the USD, and of the Company’s European subsidiaries is the Euro (“EUR”). Translation gains and losses resulting from the consolidation of operations in Canada, USA and Europe, are recognized in other comprehensive income in the statement of loss and other comprehensive loss and as a separate component of shareholders’ equity on the consolidated statement of changes in equity.

 

6

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

2. Basis of Preparation (continued)

 

2.4 Basis of consolidation  

 

Subsidiaries

 

Subsidiaries Percentage Ownership Functional Currency
Canna Cabana Inc. 100% Canadian Dollar
2680495 Ontario Inc. 100% Canadian Dollar
Saturninus Partners GP 50% Canadian Dollar
RGR Canada Inc. 100% Canadian Dollar
Famous Brandz Inc. 100% Canadian Dollar
Canna Cabana (SK) Inc. 100% Canadian Dollar
Smoker’s Corner Ltd. 100% Canadian Dollar
KushBar Inc. 100% Canadian Dollar
Kush West Distribution Inc. 100% Canadian Dollar
HT Global Imports Inc. 100% Canadian Dollar
High Tide BV (Grasscity) 100% European Euro
Valiant Distribution Inc. 100% U.S. Dollar

 

Subsidiaries are entities controlled by High Tide. Control is achieved where the entity has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries acquired or disposed of during the year are included in the consolidated statements of loss and other comprehensive loss from the effective date of acquisition and up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the consolidated financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Company. Intra-group balances and transactions, and any unrealized gains or losses or income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements.

 

3. Accounting Policies

 

The accounting policies set out below have been applied consistently to all years presented in these consolidated financial statements, and have been applied consistently by the Company and its subsidiaries.

 

Use of estimates & accounting judgements

 

The preparation of these consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities and shareholders’ equity at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the year. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.

 

The estimates and assumptions are reviewed on an ongoing basis. Revisions in accounting estimates are recognized in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years.

 

A. Use of estimates

 

Critical accounting estimates are those that require management to make assumptions about matters that are highly uncertain at the time the estimate or assumption is made. Critical accounting estimates are also those that could potentially have a material impact on the Company’s financial results where a different estimate or assumption is used. The significant areas of estimation uncertainty are:

 

Expected credit losses

 

The Company’s accounts receivables are typically short-term in nature and the Company recognizes an amount equal to the lifetime expected credit losses (“ECL”). The Company measures lifetime ECLs based on historical experience and including forecasted economic conditions. The amount of ECLs is sensitive to changes in circumstances of forecast economic conditions.

 

7

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

3. Accounting Policies (continued)

 

A. Use of estimates (continued)

 

Inventory valuation

 

Inventory is carried at the lower of cost and net realizable value; in estimating net realizable value, the Company makes estimates related to obsolescence, future selling prices, seasonality, customer behaviour, and fluctuations in inventory levels.

 

Estimated useful lives, residual values and depreciation of property and equipment

 

Depreciation of property and equipment is dependent upon estimates of useful lives and residual values, which are determined through the exercise of judgment.

 

Estimated useful lives of Intangibles

 

Amortization of intangible assets is dependent upon estimates of useful lives, lease terms and residual values which are determined through the exercise of judgment.

 

Fair value of financial instruments

 

The individual fair values attributed to different components of a financing transaction are determined using valuation techniques. The Company uses judgment to select the methods used to make certain assumptions and in performing the fair value calculations in order to determine; (a) the values attributable to each component of a transaction at the time of their issuance; (b) the fair value measurement for certain instruments that require subsequent measurement at fair value on a recurring basis; and (c) for disclosing the fair value of financial instruments subsequently carried at amortized cost. These valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market.

 

Impairment of non-financial assets

 

Impairment exists when the carrying value of an asset or cash generating unit (“CGU”) exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use (“VIU”). The fair value less costs of disposal calculation is based on available data from binding sales transactions in an arm’s length transaction of similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow model. The estimated future cash flows are derived from management estimates, budgets and past performance and do not include activities that the Company is not yet committed to or significant future investments that will enhance the asset’s performance of the cash generating unit being tested. The recoverable amount is sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash flows and the growth rate used for extrapolation purposes.

 

Business combinations

 

In a business combination, all identifiable assets, liabilities and contingent liabilities acquired are recorded at their fair values. One of the most significant estimates relates to the determination of the fair value of these assets and liabilities. For any intangible asset identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent valuation expert or management develop the fair value, using approximate valuation techniques, which are generally based on a forecast of the total expected future cash flows. The evaluations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and the discount rate applied. Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. When provisional values are used in accounting for a business combination, they may be adjusted retrospectively in subsequent periods. However, the measurement period will last for up to one year from the acquisition date.

 

Taxation

 

The calculations for current and deferred taxes require management’s interpretation of tax regulations and legislation in the various tax jurisdictions in which the Company operates, which are subject to change. The measurement of deferred tax assets and liabilities requires estimates of the timing of the reversal of temporary differences identified and management’s assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income before they expire, which involves estimating future taxable income.

 

The Company is subject to assessments by various taxation authorities in the tax jurisdictions in which it operates, and these taxation authorities may interpret the tax legislation and regulations differently. In addition, the calculation of income taxes involves many complex factors. As such, income taxes are subject to measurement uncertainty and actual amounts of taxes may vary from the estimates made by management.

 

8

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

3. Accounting Policies (continued)

 

A. Use of estimates (continued)

 

Deferred tax assets

 

Deferred tax assets, including those arising from tax loss carry-forwards, require management to assess the likelihood that the Company will generate sufficient taxable income in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted.

 

Measurement of share-based payments, warrants and stock options

 

In calculating the value of share-based payments, warrants and stock options, key estimates such as the value of the common shares, the rate of forfeiture, the expected life, the volatility of the value of the Company’s common shares and the risk-free interest rate are used.

 

B. Judgements

 

Judgment is used in situations when there is a choice and/or assessment required by management. The following are critical judgements apart from those involving estimations, that management has made in the process of applying the Company’s accounting policies and that have a significant effect on the amounts recognized in the consolidated financial statements.

 

Going concern

 

Determining if the Company has the ability to continue as a going concern is dependent on its ability to achieve to raise additional financing and/achieve profitable operations. Certain judgements are made when determining if the Company will achieve profitable operations. At each reporting period, management assesses the basis of preparation of the consolidated financial statements. The assumption that the Company will be able to continue as a going concern is subject to critical judgements of management with respect to assumptions surrounding the short and long-term operating budget, expected profitability, investment and financing activities and management’s strategic planning.

 

Determination of CGUs

 

For the purposes of assessing impairment of non-financial assets, the Company must determine CGUs. Assets are allocated to CGUs based on the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Determination of what constitutes a CGU is subject to management judgement. The asset composition of a CGU can directly impact the recoverability of assets included within the CGU. The determination of the Company’s CGUs was based on management’s judgement in regard to shared infrastructure, geographical proximity and similar exposure to market risk and materiality.

 

Business combinations and asset acquisitions

 

Classification of an acquisition as a business combination or an asset acquisition depends on whether the assets acquired constitute a business, which can be a complex judgment. Where an acquisition is classified as a business combination or an asset acquisition can have a significant impact on the entries made on and after the acquisition. For any intangible asset identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent valuation expert or management may develop the fair value, using approximate valuation techniques, which are generally based on a forecast of the total expected future cash flows. The evaluations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied. Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process.

 

Consolidation

 

The determination of which entities require consolidation is subject to management judgment regarding levels of control, assumptions of risk and other factors that may ultimately include or exclude an entity from the classification of a subsidiary or other entity requiring consolidation.

 

Segmented information

 

Operating segments are determined based on internal reports used in making strategic decisions that are reviewed by the Chief Operating Decision Makers (CODMs). The Company’s CODMs are the Chief Financial Officer, Chief Executive Officer and Chief Operating Officer.

 

9

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

3. Accounting Policies (continued)

 

B. Judgements (continued)

 

Contingencies

 

Management uses judgment to assess the existence of contingencies. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. Management also uses judgment to assess the likelihood of the occurrence of one or more future events.

 

Derivative liability

 

Management applies judgement in determining the fair value of the derivative liability by applying assumptions and estimates using the Black-Scholes valuation model. These assumptions and estimates require a high degree of judgment and a change in these estimates may result in a material effect to the consolidated financial results.

 

C. Summary of significant accounting policies

 

Cash and cash equivalents

 

Cash and cash equivalents consist of bank balances and highly liquid short-term investments with a maturity date of 90 days or less which are convertible to known amounts of cash at any time by the Company without penalties.

 

Marketable securities

 

Marketable securities comprise of the Company’s investments in money market mutual funds held through a large commercial bank in Canada and are disclosed as restricted marketable securities. Such securities are measured at fair market value in the consolidated financial statements with unrealized gains or losses recorded in other comprehensive income. Fair values for marketable securities are estimated using quoted market prices in active markets, obtained from securities exchanges. At the time securities are sold or otherwise disposed of, gains or losses are included in consolidated statement of loss and other comprehensive loss.

 

Inventory

 

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is calculated on a weighted average cost basis and includes expenditures incurred in acquiring the inventories and other costs incurred in bringing them to their existing location and condition.

 

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventory are written down to net realizable value. Any write-downs of inventory to net realizable value are recorded in consolidated statement of loss and other comprehensive loss of the related year.

 

Property and equipment

 

Property and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. During the construction of leasehold improvements, items are classified as construction in progress. When the asset is available for use, it is transferred from construction in progress to the appropriate category of property and equipment and depreciation on the item commences.

 

Depreciation is provided using the following methods at rates intended to depreciate the costs of the assets over their estimated use lives:

 
Asset Method Useful life
Office equipment and computers Straight-line 3 to 5 years
Leasehold improvements Straight-line Term of lease
Vehicles Straight-line 5 years
Buildings Straight-line 25 years

 

When a property and equipment asset includes significant components with different useful lives, each significant component is depreciated separately.

 

The estimated useful lives and depreciation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

 

An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in consolidated statement of loss and other comprehensive loss of the related year.

 

Assets under construction are not ready for use and are not depreciated.

 

10

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

3. Accounting Policies (continued)

 

C. Summary of significant accounting policies (continued)

 

Property and equipment (continued)

 

Repairs and maintenance costs that do not improve or extend productive life are recognized in the consolidated statement of loss and other comprehensive loss in the year in which the costs are incurred.

 

Intangible assets

 

Intangible assets acquired separately are measured initially at cost and consists of software and lease buy-outs. Following initial recognition, intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. The cost of intangible assets acquired in an asset acquisition are initially measured using an allocation of the purchase consideration using a relative fair value approach.

 

The useful lives of intangible assets are assessed as either finite or indefinite. The Company does not have any indefinite life intangible assets. Amortization of finite life intangible assets is provided, when the intangible asset is available for use, on a straight-line basis over their estimated useful lives, which for leases is the lower of the useful life of the asset, or the primary lease term, including renewals at the Company’s option, if any, as follows:

 

Intangible asset Method Useful life
Software Straight-line 5 years
Lease buy-outs Straight-line Remaining term of the lease
Licenses Straight-line Remaining term of the lease
Brand names - Indefinite life

 

The estimated useful lives and amortization methods are reviewed at each year-end, and any changes in estimates are accounted for prospectively. Intangible assets not yet available for use are not subject to amortization.

 

Goodwill

 

Goodwill arises on the business combination and is tested for impairment annually or more frequently if events or circumstances indicate that the carrying amount may not be recoverable. Goodwill is initially recognized as the excess of the purchase price over the fair value of the net assets acquired in a business combination. Subsequently, goodwill is measured at cost less accumulated impairment losses.

 

Provisions

 

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).

 

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

 

Foreign currencies

 

The Company’s functional currency is the Canadian dollar. Transactions undertaken in foreign currencies are translated into Canadian dollars at daily exchange rates prevailing when the transactions occur. Monetary assets and liabilities denominated in foreign currencies are translated at period-end exchange rates and non-monetary items are translated at historical exchange rates. Realized and unrealized exchange gains or losses are recognized in consolidated statement of loss and other comprehensive loss in the period in which they arise.

 

The assets and liabilities of foreign operations are translated into Canadian dollars using the period-end exchange rates. Income, expenses, and cash flows of foreign operations are translated into Canadian dollars using average exchange rates. Exchange differences resulting from the translation of foreign operations into Canadian dollars are recognized in other comprehensive (loss) income and accumulated in equity.

 

11

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

3. Accounting Policies (continued)

 

C. Summary of significant accounting policies (continued)

 

Revenue recognition

 

The Company has adopted IFRS 15 on November 1, 2018. Revenue recognition is based on a 5-step approach which includes identifying the contract with the customer, identifying the performance obligations, determining the individual transaction price, allocating the transaction price to the performance obligations in the contract and recognizing revenue when the relevant performance obligations are satisfied. Revenue is recognized when the entity satisfies the performance obligation upon delivery and acceptance by the customer. Revenue in the consolidated financial statements is disaggregated into retail, wholesale, data analytics services and royalty revenue.

 

Recognition

 

The nature, timing of recognition of satisfied performance obligations, and payment terms for the Company’s goods and services are described below:

 

For performance obligations related to retail and wholesale contracts, the Company typically transfers control, completes the performance obligation, and recognizes revenue at the point in time when delivery of the items to the customer occurs, with the exception of bill and hold arrangements as noted below. Upon delivery the customer can obtain substantially all of the benefits from the items purchased.

 

For performance obligations related to franchise contracts and data analytics contracts, the Company typically satisfies its performance obligations at a point in time, or over time as services are rendered, depending on the obligation and the specifics of the contract.

 

The Company recognizes a contract asset or contract liability for contracts where only one party has satisfied its performance obligations. A contract liability is recorded when the Company receives consideration before the performance obligations have been satisfied. A contract asset is recorded when the Company has rights to consideration for the completion of a performance obligation before it has invoiced the customer. The Company recognizes unconditional rights to consideration separately as a receivable. Contract assets and receivables are evaluated at each reporting period to determine whether there is any objective evidence that they are impaired.

 

The Company recognizes a significant financing component where the timing of payment from the customer differs from the Company’s performance under the contract and where that difference is the result of the Company financing the transfer of goods and services. For the majority of the contracts, revenue excludes the impact of a significant financing component since, the Company expects at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

 

Identification of performance obligations

 

Where contracts contain multiple promises for goods or services, management exercises judgement in determining whether goods or services constitute distinct goods or services or a series of distinct goods that are substantially the same and that have the same pattern of transfer to the customer. The determination of a performance obligation affects whether the transaction price is recognized at a point in time or over time. Management considers both the mechanics of the contract and the economic and operating environment of the contract in determining whether the goods or services in a contract are distinct.

 

Transaction price

 

In determining the transaction price and estimates of variable consideration, management considers the history of the customer in estimating the goods and services to be provided to the customer as well as other variability in the contract.

 

Allocation of transaction price to performance obligations

 

The Company’s contracts generally outline a specific amount to be invoiced to a customer associated with each performance obligation in the contract. Where contracts do not specify amounts for individual performance obligations, the Company estimates the amount of the transaction price to allocate to individual performance obligations based on their standalone selling price, which is primarily estimated based on the amounts that would be charged to customers under similar market conditions.

 

Satisfaction of performance obligations

 

The satisfaction of performance obligations requires management to make judgment as to when control of the underlying good or service transfers to the customer. Determining when a performance obligation is satisfied affects the timing of revenue recognition.

 

12

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

3. Accounting Policies (continued)

 

C. Summary of significant accounting policies (continued)

 

Revenue recognition (continued)

 

Management considers both customer acceptance of the good or service, and the impact of laws and regulations such as standard shipping practices, in determining when this transfer occurs.

 

Wholesale revenue

 

Revenue from sales to customers through the Company’s wholesale distribution arm are recognized when control of the goods has transferred to the customer. Where the Company arranges the shipping of goods, revenue is recognized on the date of delivery of goods to the customer’s location (FOB destination). Where the customer arranges for the pickup of goods, revenue is recognized at the time the goods are transferred to the customers carrier (FOB shipping point). Costs to ship orders to customers are included as an expense in cost of goods sold.

 

Retail revenue

 

Revenue consists of sales through the Company’s network of retail stores and includes sales through the Company’s ecommerce platform. Merchandise sales through retail stores are recognized at the time of delivery to the customer which is generally at the point of sale. Merchandise sales through the Company’s e-commerce operations are recognized upon date of receipt by the customer. The Company also recognizes the revenue by providing data analytics services. The performance obligation is fulfilled when the data and services agreed upon are delievered to the customer at the end of calendar month.

 

Royalty revenue

 

The Company earns fixed and variable royalty income from its franchisees. The fixed royalty income is earned based on an agreed fixed amount per month whereas the variable royalty income is calculated at an agreed rate on the revenue earned by franchisees. Royalty revenue is recognized in consolidated statement of loss and other comprehensive loss when earned.

 

Sales returns

 

The Company does allow returns. Defective products or products that get damaged upon shipping by the Company are considered for exchanges. Due to negligble amount of returns the Company does not record any provision for returns.

 

The Company adopted IFRS 15 Revenue from Contracts with Customers (“IFRS 15”) with an initial adoption date of November 1, 2018. As a result, the Company has changed its accounting policy for revenue recognition, which is outlined below. The Company has elected to adopt IFRS 15 retrospectively with the modified retrospective method of transition practical expedient and has elected to apply IFRS 15 only to contracts that are not completed contracts at the date of initial application. Comparative information has not been restated and is reported under IAS 18 Revenue (“IAS 18”). For more information on the Company’s accounting policies under IAS 18, refer to Note 4 of the Company’s consolidated financial statements for the annual period ended October 31, 2018.

 

The Company recognized the cumulative impact of the initial application of the standard as a reclassification on the consolidated statement of financial position as well as an increase in Accumulated Deficit as at November 1, 2018. Applying the significant performance obligation requirements to specific contracts resulted in an increase in Accumulated Deficit of $67.

 

The impact to Accumulated Deficit related to franchise arrangements. IFRS 15 requires that, in determining the timing of revenue recognition, that if there is a reasonable expectation that the franchisor will undertake activities that will significantly affect the brand name to which the franchisee has rights, and the franchisee is directly exposed to any positive or negative effects of that brand and image throughout the franchise period, that the performance obligation is satisfied over the period of the franchise agreement, or in the case of specific brand development activities, deferred as a contract liability until such time as the related activity and associated costs are incurred. There were no impacts to the consolidate statement of cash flows as a result of adopting IFRS 15.

 

The majority of the Company’s revenues from contracts with customers are derived from the wholesale and retail sale of consumption accessories and cannabis products, from franchise arrangements and data analytics services.

 

The Company evaluates whether the contracts it enters into meet the definition of a contract with a customer at the inception of the contract and on an ongoing basis if there is an indication of significant changes in facts and circumstances. Revenue is measured based on the transaction price specified in a contract with a customer. Revenue is recognized when control of the goods or services is transferred to the customer. For certain contracts, revenue may be recognized at the invoiced amount, as permitted using the invoice, if such amount corresponds directly with the Company’s performance to date. The Company excludes amounts collected on behalf of third parties from revenue.

 

13

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

3. Accounting Policies (continued)

 

C. Summary of significant accounting policies (continued)

 

Revenue recognition (continued)

 

Performance Obligations

 

Each promised good or service is accounted for separately as a performance obligation if it is distinct. The Company’s contracts may contain more than one performance obligation.

 

Transaction Price

 

The Company allocates the transaction price in the contract to each performance obligation. Transaction price allocated to performance obligations may include variable consideration. Variable consideration is included in the transaction price for each performance obligation when it is highly probable that a significant reversal of the cumulative variable revenue will not occur. Variable consideration includes variability in quantity and pricing as well as the right of return in certain distribution agreements. The consideration contained in the majority of the Company’s contracts with customers is primarily non-variable.

 

When multiple performance obligations are present in a contract, transaction price is allocated to each performance obligation in an amount that depicts the consideration the Company expects to be entitled to in exchange for transferring the good or service. The Company estimates the amount of the transaction price to allocate to individual performance obligations based on their relative standalone selling prices, which is primarily estimated based on the amounts that would be charged to customers under similar market conditions or is based on details of the respective agreements.

 

Other Items

 

Contract acquisition costs (including commissions)

 

Contract acquisition costs related to sales order and service type contracts are expensed immediately. The Company elects to use the practical expedient that permits immediate expensing of all contract acquisition costs where that contract is anticipated to be complete within one year.

 

Warranties

 

The Company does not offer an option to purchase additional warranties and does not provide any additional services as part of any warranty. The warranties provided relate to product compliance to agreed-upon specifications and are considered an assurance type warranty. Warranties will continue to be accounted for under previous IFRS guidance.

 

Consignment and principal verse agent considerations

 

The new revenue standard focuses on recognizing revenue as an entity transfers control of a good or service to a customer. This could affect how an entity evaluates its position in a transaction as either a principal or an agent. The new revenue standard provides that an entity is a principal in a transaction if it controls the specified goods or services before they are transferred to the customer. The Company has entered into an arrangement whereby assets are transferred by the Company to another party (a “Consignee”) for storage. The Company continues to act in the capacity of the principal as evidenced by the Company’s ability to control the assets until the sale of the product to an external customer.

 

Right of return

 

The Company has entered into distribution agreements whereby the Company provides for a right of return to the distributor (reseller) of the Company’s products. The Company recognizes revenue based on the amount to which it expects to be ‘entitled’ through to the end of the return period (considering expected product returns). The Company recognizes the portion of the revenue subject to the right of return constraint once the amount is no longer constrained. The Company continually assesses the position that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration related to the right to return has been resolved.

 

Bill and hold arrangements

 

In some sales transactions, the Company fulfils its obligations and bills the customer for the work performed but does not ship the goods until a later date. These transactions are designed this way at the request of the customer and are typically due to the customer’s lack of available storage space for the product, or due to delays in the customer’s retail location construction schedules.

 

14

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

3. Accounting Policies (continued)

 

C. Summary of significant accounting policies (continued)

 

Taxes

 

Tax expense is comprised of current and deferred tax. Tax is recognized in the consolidated statement of loss and other comprehensive loss except to the extent that it relates to items recognized in other comprehensive income (loss) or equity on the statement of financial position.

 

Current tax

 

Current tax is calculated using tax rates which are enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to taxation authorities.

 

Deferred tax

 

Deferred tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is determined using tax rates which are enacted or substantively enacted at the end of the reporting period and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.

 

Deferred tax liabilities are generally recognized for all taxable temporary differences, except for temporary differences that arise from goodwill, which is not deductible for tax purposes. Deferred tax liabilities are also recognized for taxable temporary differences arising on investments in subsidiaries except where the reversal of the temporary difference can be controlled and it is probable that the difference will not reverse in the foreseeable future.

 

Deferred tax assets are recognized to the extent it is probable that taxable profits will be available against which the deductible balances can be utilized. All deferred tax assets are analyzed at each reporting period and reduced to the extent that it is no longer probable that the asset will be recovered. Deferred tax assets and liabilities are not recognized with respect to temporary differences that arise on initial recognition of assets and liabilities acquired other than in a business combination.

 

Share-based payments

 

The fair value of stock options issued to directors, officers and consultants under the Company’s stock option plan is estimated at the date of issue using the Black-Scholes option pricing model, and charged to consolidated statement of loss and other comprehensive loss and contributed surplus over their relevant vesting period. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. On the exercise of options, the cash consideration received and the fair value of the option previously credited to contributed surplus are credited to share capital.

 

The fair value of options issued to advisors in conjunction with financing transactions is estimated at the date of issue using the fair value of the goods and services received first, if determinable, then by the Black-Scholes option pricing model, and charged to share capital and contributed surplus over the vesting period. On the exercise of agent options, the cash consideration received and the fair value of the option previously credited to contributed surplus are credited to share capital.

 

Where stock options are cancelled, it is treated as if the stock options had vested on the date of cancellation and any expense not yet recognized for the award is recognized immediately. However, if a new option is substituted for the cancelled option and is designated as a replacement option on the date that it is granted, the cancelled and the new options are treated as if they were a modification of the original option.

 

Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimate and, therefore, the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s share purchase options. Forfeitures are estimated for each reporting period and adjusted as required to reflect actual forfeitures that have occurred in the period.

 

Earnings (loss) per share

 

Basic earnings (loss) per share is calculated by dividing the profit or loss attributable to owners of the Company by the weighted average number of common shares outstanding during the year.

 

Diluted earninsgs (loss) per share is calculated by dividing the losses of the Company by the weighted average number of common shares outstanding, adjusted for the effects of all dilutive potential common shares. The weighted average number of common shares outstanding is increased by the total number of additional common shares that would have been issued by the Company assuming exercise of all convertible equity instruments with exercise prices below the average market price for the year.

 

Segment reporting

 

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. The operating results of all operating segments for which discrete financial information is available are reviewed regularly by executive management to make decisions about resources to be allocated to the segments and assess their performance. Segment results that are important to executive management generally include items directly attributable to a segment.

 

15

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

3. Accounting Policies (continued)

 

C. Summary of significant accounting policies (continued)

 

Leases

 

At the lease possession date, the Company recognizes a lease liability reflecting its obligation for future lease payments and a right of use asset representing its right to use the underlying asset.

 

Right of use assets and lease liabilities are presented in the consolidated statement of financial position and are measured at the present value of future lease payments discounted at the Company’s incremental borrowing rate. Lease payments included in the measurement of the lease liability are made up of fixed payments and variable lease payments that are based on an index or rate.

 

Right of use assets are amortized on a straight-line basis over the lease term and accretion expense is recognized on lease liabilities using the effective interest method. The Company also assesses the right of use asset for impairment when such indicators exist.

 

The Company has elected to account for short-term leases and leases of low value assests using the practical expedients. Instead of recognizing a right-of-use-asset and lease liability, the payments in relation to these are recognized as an expense in profit or loss on a straight-line basis over the lease term.

 

Impairment of non-financial assets

 

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill and indefinite life intangible assets are tested annually for impairment by comparing the carrying value of each CGU to which goodwill has been allocated to its recoverable amount.

 

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.

 

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. The fair value less costs of disposal is based on available data from binding sales transactions in an arm’s length transaction of similar assets or observable market prices less incremental costs for disposing of the asset.

 

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.

 

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

 

Asset acquisitions

 

Acquisitions that do not meet the definition of a business combination are accounted for as an asset acquisition. Consideration paid for an asset acquisition is allocated to the individual identifiable assets acquired and liabilities assumed based on their relative fair values. Asset acquisitions do not give rise to goodwill.

 

Financial Instruments:

 

Effective November 1, 2018, the Company adopted IFRS 9, which introduces new requirements for:

 

i) The classification and measurement of financial assets and liabilities,
ii) The recognition and measurement of impairment of financial assets, and
iii) General hedge accounting

 

In accordance with the transition provisions of the standard, the Company has elected to not restate prior periods. The impact of adopting IFRS 9 was recognized in Accumulated Deficit at November 1, 2018 and related to the recognition of additional expected credit losses. The net impact resulted in an increase in the expected credit losses allowance of $36, an increase in deferred income tax assets of $10, and a $26 increase in Accumulated Deficit.

 

The Company’s accounting policies under IFRS 9 are outlined below. For more information on the Company’s accounting policies under IAS 39, refer to Note 4 of the Company’s consolidated financial statements for the annual period ended October 31, 2018.

 

a financial instrument or non-financial derivative contract. Financial assets must be classified and measured at either amortized cost, at fair value through profit or loss (“FVTPL”), or at fair value through other comprehensive income (“FVTOCI”).

 

Financial assets with contractual cash flows arising on specified dates, consisting solely of principal and interest, and that are held within a business model whose objective is to collect the contractual cash flows are subsequently measured at amortized cost.

 

16

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

3. Accounting Policies (continued)

 

C. Summary of significant accounting policies (continued)

 

Financial Instruments (continued)

 

a. Classification and Measurement

 

IFRS 9 introduces the requirement to classify and measure financial assets based on their contractual cash flow characteristics and the Company’s business model for the financial asset. All financial assets and financial liabilities, including derivatives, are recognized at fair value on the consolidated statements of financial position when the Company becomes party to the contractual provisions of

 

Financial assets measured at FVTOCI are those which have contractual cash flows arising on specific dates, consisting solely of principal and interest, and that are held within a business model whose objective is to both to collect the contractual cash flows and to sell the financial asset. All other financial assets are subsequently measured at FVTPL.

 

Derivative instruments, when utilized, would initially be recognized at the fair value at the date the derivative contracts were entered into, and would be subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss would be recognized in net loss immediately, unless the derivative was designated and effective as a hedging instrument, in which case the timing of the recognition in net earnings would be dependent on the nature of the hedging relationship.

 

Derivatives embedded in non-derivative host contracts that are not financial assets within the scope of IFRS 9 (i.e. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts, and the host contracts are not measured at FVTPL. Derivatives embedded in hybrid financial asset host contracts that are within the scope of IFRS 9 are not separated and the entire contract is measured at either FVTPL or amortized cost, as appropriate. The Company’s management reviewed and assessed the classifications of its existing financial instruments as at November 1, 2018, based on the facts and circumstances that existed at that date, as shown below.

 

Financial Instrument IFRS 9 Classification IAS 39 Category
Cash and cash equivalents Amortized cost FVTPL
Loans receivable Amortized cost Loans and receivables
Marketable securities FVTPL Available for sale
Loans payable and other liability Amortized cost Other financial liabilities
Shareholder loans Amortized cost Other financial liabilities
Convertible debt Amortized cost Other financial liabilities
Accounts receivable Amortized cost Loans and receivables
Accounts payable and accrued liabilities Amortized cost Other financial liabilities
Notes payable Amortized cost Other financial liabilities
Derivative liability FVTPL FVTPL

 

b. Impairment of Financial Assets

 

IFRS 9 introduces a new impairment model for financial assets measured at amortized cost as well as certain other instruments. The expected credit loss model requires entities to account for expected credit losses on financial assets at the date of initial recognition, and to account for changes in expected credit losses at each reporting date to reflect changes in credit risk. IFRS 9 introduces a new impairment model for financial assets measured at amortized cost as well as certain other instruments. The expected credit loss model requires entities to account for expected credit losses on financial assets at the date of initial recognition, and to account for changes in expected credit losses at each reporting date to reflect changes in credit risk.

 

The loss allowance for a financial asset is measured at an amount equal to the lifetime expected credit loss if its credit risk has increased significantly since initial recognition, or if the financial asset is a purchased or originated credit-impaired financial asset. If the credit risk on a financial asset has not increased significantly since initial recognition, its loss allowance is measured at an amount equal to the 12-month expected credit loss.

 

IFRS 9 states that an entity must measure trade receivables at their transaction price (as defined in IFRS 15 Revenue from Contracts with Customers) if the trade receivables do not contain a significant financing component (or when the entity applies the available practical expedient). This ‘simplified approach’ permits the use of a provision matrix model for measuring the loss allowance for trade receivables, contract assets and lease receivables at an amount equal to lifetime expected credit losses under certain circumstances. The Company measures its trade receivables using the simplified approach. Expected credit losses measurement takes into consideration historical customer default rates, adjusted by forward-looking information including household consumption and consumer price indices, as well as real gross domestic product. The Company also contemplates the grouping of receivables into various customer segments that have similar loss patterns (e.g. by geography). The Company uses the general approach to measure the expected credit loss for certain loans receivable and lease receivables. The Company’s management reviewed and assessed its existing financial assets for impairment using reasonable and supportable information in accordance with the requirements of IFRS 9 to determine the credit risk of the respective items at the date they were initially recognized and compared that to the credit risk as at November 1, 2018. There was an increase in credit risk determined upon application of IFRS 9 and therefore an additional loss allowance of $26 was recognized.

 

17

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

3. Accounting Policies (continued)

 

C. Summary of significant accounting policies (continued)

 

Financial Instruments (continued)

 

c. General Hedge Accounting

 

IFRS 9 retains the three types of hedges from IAS 39 (fair value hedges, cash flow hedges and hedges of a net investment in a foreign operation) but increases flexibility as to the types of transactions that are eligible for hedge accounting. The effectiveness test of IAS 39 is replaced by the principle of an “economic relationship”, which requires that the hedging instrument and the hedged item have values that generally move in opposite directions because of the hedged risk. Additionally, retrospective hedge effectiveness testing is no longer required under IFRS 9. As the Company does not engage in hedge accounting, the application of IFRS 9 hedge accounting requirements has had no impact on the results and financial position of the Company.

 

Government Grants

 

As per IAS 20, the subsidies were recognized until there was reasonable assurance that certain entity complies with eligibility requirements. For those businesses that did experience a decline in sales, the Company applied for the Canada Emergency Wage Subsidy. The effects of COVID-19 are changing rapidly, and the consequences cannot be reasonably estimated at this time but could have material adverse effects on the Company’s operations. During, the year ended October 31, 2020, the Company received $840 in Canada Emergency Wage Subsidy, which has been offset against wages and salaries in the consolidated statements of net loss.

 

D. Current Accounting Policy Changes

 

IFRS 16 Leases

 

On January 13, 2016, the IASB published a new standard, IFRS 16 Leases. The new standard brings most leases on statement of financial position for lessees under a single model, eliminating the distinction between operating and finance leases. The standard is effective for annual periods beginning on or after January 1, 2019. Under the new standard, a lessee recognizes a right-of-use asset and a lease liability.

 

On November 1, 2019, the Company adopted IFRS 16 Leases. The Company has applied IFRS 16 using the modified retrospective approach and therefore the comparative information has not been restated and continues to be reported under IAS 17 Leases

 

As a result of adopting IFRS 16, the Company has recognized a significant increase to both assets and liabilities on our Consolidated Statements of Financial Position, as well as a decrease to operating expenses (for the removal of fixed rent payments), an increase to depreciation (due to the depreciation of the right-of use asset), and an increase to finance costs (due to accretion of the lease liability). Lease inducements, store closure costs and average rent adjustments (which were previously included in accounts payable and accrued liabilities) and onerous lease provisions are no longer recognized as separate liabilities and are included in the calculation of right-of-use assets under IFRS 16.

 

Applying IFRS 16, for all leases, the Company:

 

recognizes right-of-use assets and lease liabilities in the consolidated statement of financial position, initially measured at the present value of future lease payments;

recognizes depreciation of right-of-use assets on a straight-line basis and interest on lease liabilities in the consolidated statements of income or loss; and

reports the total amount of cash paid, including both the principal portion and interest within financing activities in the consolidated statements of cash flows. Lease incentives are recognized as part of the measurement of the right-of-use (“ROU”) assets and lease liabilities whereas under IAS 17 they resulted in the recognition of a lease incentive liability, amortized as a reduction of rental expense on a straight-line basis.

 

On adoption of IFRS 16, the Company recognized lease assets and liabilities in relation to leases previously classified as ‘operating leases’ under the principles of IAS 17. These liabilities were measured at the present value of the remaining lease payments, discounted using the related incremental borrowing rate as of November 1, 2019. The incremental borrowing rate applied is specfic to each lease. The associated right-of-use assets were measured as equal to the lease liability and prepaid rent, discounted using the incremental borrowing rates as of November 1, 2019 adjusted for the effects of provisions for onerous leases. Under IFRS 16, right- of-use assets are tested for impairment in accordance with IAS 36 Impairment of Assets. In the context of the transition to IFRS 16, the Company. recognized right-of-use assets of $15,343 and lease liabilities of $14,776 as at November 1, 2019. The Company capitalized prepaid lease inducements amounting to $567 to right of use assets on November 1, 2019 in accordance with IFRS 16.

 

18

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

3. Accounting Policies (continued)

 

D. Current Accounting Policy Changes (continued)

 

IFRS 16 Leases (continued)

 

In applying IFRS 16 for the first time, the Company has used the following practical expedients permitted by the standard:

 

the Company has elected to apply a range of discount rate to a portfolio of leases with reasonably similar underlying characteristics;

the Company has elected to exclude initial direct costs incurred in obtaining leases in the measurement of the right-of-use asset on transition;

the Company has elected to use hindsight to determine the lease term where the lease contracts contain options to extend or terminate the lease;

the Company has elected not to separate lease components from any associated non lease components;

the Company has elected to rely on an onerous lease assessment as of October 31, 2019, as an alternative to performing an impairment review as at November 1, 2019; and

the Company has elected not to account for leases for which the lease term ends within 12 months of November 1, 2019 as short-term leases or leases that meet the low-value exemption.

 

A reconciliation of lease commitments as at October 31, 2019, outlining the effect of transition to IFRS 16 is outlined below.

 

Operating lease commitments disclosed at October 31, 2019 21,218
Effect of discounting using incremental borrowing rate at November 1, 2019 (10,693)
Reasonably certain lease extensions 4,251
Total Lease Liabilities as of November 1, 2019 14,776

 

At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Right-of- use assets are measured at cost, which is calculated as the amount of the initial measurement of lease liability plus any lease payments made at or before the commencement date, any initial direct costs and related restoration costs. The right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the useful life of the underlying asset. The depreciation is recognized from the commencement date of the lease. To assess whether a contract conveys the right to control the use of an identified asset, we assess whether:

 

The contract involves the use of an identified asset;

The Company has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use; and

The Company has the right to direct the use of the asset.

 

Estimates

 

The Company estimates the incremental borrowing rate used to measure our lease liability for each lease contract. This includes estimation in determining the asset-specific security impact. There is also estimation uncertainty arising from certain leases containing variable lease terms that are linked to operational results or an index or rate.

 

Judgments

 

The Company estimates the lease term by considering the facts and circumstances that can create an economic incentive to exercise an extension option, or not exercise a termination option by assessing relevant factors such as store profitability. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). Potential future cash outflows have not been included in the lease liability because it is not reasonably certain that the lease will be extended. The assessment of the lease term is reviewed if a significant event or a significant change in circumstances occurs, which affects this assessment and that is within the control of the lessee.

 

E. New Accounting Pronouncements not yet adopted

 

Definition of a Business

 

In October 2018, the IASB issued “Definition of a Business (Amendments to IFRS 3)”. The amendments clarify the definition of a business, with the objective of assisting entities to determine whether a transaction should be accounted for as a business combination or as an asset acquisition. The amendment provides an assessment framework to determine when a series of integrated activities is not a business. The amendments are effective for business combinations occurring on or after the beginning of the first annual reporting period beginning on or after January 1, 2020. The Company is currently evaluating the potential impact of these amendments on the Company’s consolidated financial statements.

 

19

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

4. Business Combinations

 

In accordance with IFRS 3, Business Combinations, these transactions meet the definition of a business combination and, accordingly, the assets acquired, and the liabilities assumed have been recorded at their respective estimated fair values as of the acquisition date.

 

A. 2680495 Ontario Inc. Acquisition

 

Total consideration

$

Cash paid 2,903
Common shares 1,048
  3,951
Purchase price allocation  
Cash 455
Accounts receivable 59
Inventory 350
Property and equipment 304
Intangible assets - license 3,735
Right of use asset 548
Goodwill 884
Accounts payable and accrued liabilities (846)
Lease liability (548)
Deferred tax liability (990)
  3,951

 

On January 23, 2020, the Company completed the acquisition of 2680495 Ontario Inc. (“2680495”) which operated a licensed retail cannabis store in Hamilton, Ontario. As consideration for the acquisition, the Company paid to the vendor $2,903 in cash and issued to the vendor 4,761,905 common shares in the capital of the Company. In connection with the transaction, the Company acquired all the issued and outstanding shares of 2680495. For the year ended October 31, 2020, 2680495 accounted for $10,135 in revenues and $682 in net income. The Company also incurred $600 in transaction costs, which have been expensed to finance and other costs. If the acquisition had been completed on November 1, 2019, the Company estimates it would have recorded an increase of $4,827 in revenues and an increase of $628 in net income for the year ended October 31, 2020.

 

B. 102088460 Saskatchewan Ltd. Acquisition

 

Total consideration

$

Cash paid 200
Common shares 975
Notes payable 453
  1,628

Purchase price allocation

 

Property and equipment 369
Intangible assets - license 782
Right of use asset 164
Goodwill 670
Lease liability (164)
Deferred tax liability (193)
  1,628

 

On February 21, 2020, the Company completed the acquisition of 102088460 Saskatchewan Ltd. (“102088460”) which operated a licensed retail cannabis store in Tisdale, Saskatchewan. As consideration for the acquisition, the Company paid to the vendor $200 in cash, $500 in the form of a promissory note due six months from the time of closing of the transaction and issued to the vendor 5,000,000 common shares in the capital of the Company. In connection with the transaction, the Company acquired all the issued and outstanding shares of 102088460. The note payable has been recorded at its fair value of $453 by discounting it over six months at a market interest rate of 22%. For the year ended October 31, 2020, 102088460 accounted for $553 in revenues and $17 in net income. If the acquisition had been completed on November 1, 2019, the Company estimates it would have recorded an increase of $208 in revenues and an increase of $13 in net income for the year ended October 31, 2020. The Company also incurred $24 in transaction costs, which have been expensed to finance and other costs.

 

20

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

4. Business Combinations (continued)

 

C. Grasscity Acquisition (Prior year)

 

Total consideration $
Cash paid 4,732
Share consideration 3,047
Put option (Note 8) 2,853
  10,632
Net identifiable assets acquired (liabilities assumed)  
Cash 44
Accounts receivable 80
Prepaid expenses and deposits 125
Inventory 1,274
Property and equipment 63
Intangible assets  
Software - Webstore 742
Software - Forums 82
Brand name 1,539
Grasscity Forums 312
  4,261
Accounts payable and accrued liabilities (704)
Deferred tax liability (498)
3,059
Purchase price allocation  
Net identifiable assets acquired 3,059
Goodwill 7,573
10,632

 

On December 6, 2018, the Company entered into a share purchase agreement to acquire all of the issued and outstanding shares of three entities, SJV B.V., SJV2 B.V. and SJV USA Inc. that together operate under the name Grasscity. The transaction closed on December 19, 2018. Based in Amsterdam, Netherlands, Grasscity is an online retailer of smoking accessories and cannabis lifestyle products that has been operating for over 20 years. The Company acquired Grasscity to increase its customer base, establish an international presence, and to leverage synergies to further enhance High Tide’s vertically integrated supply chain and distribution networks. These synergies resulted in goodwill being recognized. Grasscity’s existing e-commerce channel will allow the Company to quickly establish an online presence and to expand its retail platform beyond the exisitng bricks-and-mortar locations. For the year ended October 31, 2019, Grasscity accounted for $4,349 in revenues and $1,285 in net loss since December 19, 2018. If the acquisition had been completed on November 1, 2018, the Company estimates it would have recorded an increase of $621 in revenues and an increase of $183 in net loss for the year ended October 31, 2019.

 

The Company acquired all of the issued and outstanding shares of Grasscity for aggregate consideration of $10,632 which included 8,410,470 common shares with a fair value of $3,047.

 

21

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

4. Business Combinations (continued)

 

D. Dreamweavers Acquisition (Prior year)

 

Total consideration

$
Cash paid 1,550
Notes Payable 102
Share consideration 1,147
Warrants 295
Total 3,094
Net identifiable assets acquired  
Prepaid expenses and deposits 4
Inventory 131
Property and equipment 272
Intangible assets - licenses 2,594
Deferred tax liability (700)
Total 2,301
Purchase price allocation  
Net identifiable assets acquired 2,301
Goodwill 793
Total 3,094

 

On May 23, 2019, the Company, entered into a share purchase agreement to acquire all of the issued and outstanding shares of Dreamweavers Cannabis Products Ltd. (“Dreamweavers”). Based in Swift Current, Saskatchewan, Dreamweavers is a retailer for cannabis products smoking accessories. The Company acquired Dreamweavers to increase its retail footprint, and to establish a presence in the province of Saskatchewan, it also allows the Company to sell cannabis through e-commerce and provides an opportunity to operate a wholesale cannabis operation. The Company acquired all of the issued and outstanding shares of Dreamweavers for aggregate consideration of $3,094 which included 3,100,000 common shares with a fair value of $1,147, 1,550,000 purchase warrants exercisable at $0.75 per common share of High Tide and notes payables of $300 repayable over five years with zero interest rate due at each aniversary date. Warrants valued at $295 using Black-Scholes model with the following assumptions: stock price of $0.37; expected life of 2 years; $Nil dividends; 130% volatility; and riskfree interest rate of 1.60%. The note payable has been recorded at its fair value of $102 by discounting it over five years at a market interest rate of 22%. The Company incurred various legal and due diligence related fees totalling $38; these costs have been included as professional fees in the consolidated financial statements. For the year ended October 31, 2019, Dreamweavers accounted for $841 in revenues and $7 in net loss since May 24, 2019. If the acquisition had been completed on November 1, 2018, the Company estimates it would have recorded an increase of $572 in revenues and an increase of $89 in net loss for the year ended October 31, 2019. Goodwill has been recognized as a result of the synergies between Dreamweavers and the Company’s retail business.

 

22

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

4. Business Combinations (continued)

 

E. MK Light Acquisition (Prior year)

 

Total consideration

$
Cash paid 202
Settlement of debt 48
Total 250

Net identifiable assets acquired 

 

Leasehold improvements 21
Inventory 4
Total 25
Purchase price allocation  
Net identifiable assets acquired 25
Goodwill 225
Total 250

 

On November 1, 2018, the Company purchased all the assets of 2107746 Alberta Ltd. and MK Light It Up Inc.(“MK Light”) which had been operating a Smoker’s Corner franchise on Edmonton Trail in Calgary Alberta. The assets which included the leaseholds and inventory were purchased for $250 with $202 being settled in cash and the balance being used to settle all outstanding debts between MK Light, Smoker’s Corner Ltd. and RGR Canada Inc. The Company is currently using this location as a Canna Cabana retail store; which became operational on October 31, 2019. Goodwill has been recognized as a result of the synergies between MK Light and the Company’s retail business.

 

F. Jasper Ave. Acquisition (Prior year)

 

Total consideration $
Cash paid 75
Settlement of debt 195
Share consideration 205
Total 475
Net identifiable assets acquired -
Total -
Purchase price allocation  
Net identifiable assets acquired -
Goodwill 475
Total 475

 

On September 4, 2019, the Company acquired a Smoker’s Corner franchise located at 10275 Jasper Avenue in Edmonton, Alberta(“Jasper Ave.”). The total consideration paid to acquire the franchise was $475, of which $75 was paid in cash, issuance of 559,742 common shares of High Tide with a fair value of $205 and and the remaining balance being used to settle all outstanding debts between Jasper Ave., Smoker’s Corner Ltd. and RGR Canada Inc.. The Company has begun the process of converting the Jasper Avenue Store to a Canna Cabana retail location for the sale of recreational cannabis, subject to inspection and licensing by Alberta Gaming, Liquor and Cannabis. Goodwill has been recognized as a result of the synergies between Jasper Ave. and the Company’s retail business.

 

23

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

5. Joint Arrangements

 

A. Saturninus Partners

 

Total consideration

$

Common shares 1,064
Warrants 100
Contingent consideration 108
Total investment 1,272
Cash 414
Inventory 584
Property and equipment 538
Intangible assets - license 2,865
Right of use asset 410
Goodwill 342
Accounts payable and accrued liabilities (1,091)
Lease liability (410)
Notes payable (690)
NCI (930)
Deferred tax liability (760)
Total investment end of period 1,272

 

On January 27, 2020, the Company acquired a 50% interest in the Saturninus Partners (“Saturninus”) which operates a licensed retail cannabis store in Sudbury, Ontario. As consideration for the transaction, the Company issued to nominees of the partners of the partnership an aggregate of 5,319,149 common shares of the Company, as well as common share purchase warrants to purchase up to an aggregate of 3,750,000 shares of the Company. Each warrant entitles the holder to acquire one share at an exercise price of $0.40 per share for a period of two years from the date of issuance. In addition, for a period of 2 years following the closing date, one of the outgoing partners will be entitled to receive, from the Company, a royalty of 1% of the gross revenues of the Sudbury store. Contingent consideration was calculated using the present value of expected payment, discounting using 22% discount rate. The expected payment of $176 is determined by considering the 1% share of forecasted revenue. Non-controlling interests (“NCI”) are recognized at the NCI’s proportionate share of the acquiree’s net assets, determined on an acquisition-by-acquisition basis. The Company have signficant influence on overall operations of the partnership and hence the results of the joint venture are included under other comprehnsive income in consolidated statements of net loss.

 

6. Purchase of Minority interest in Shareholder

 

On December 10, 2019, the Company entered into a definitive share purchase agreement with 2651576 Ontario Inc. (the “Minority Shareholder”), a private Ontario company, to acquire the remaining 49.9% interest (the “Minority Interest”) in High Tide’s majority- owned subsidiary, KushBar Inc. (“KushBar”). Pursuant to the definitive agreement, High Tide, which held a controlling interest of 50.1% in KushBar, acquired the Minority Interest in a transaction (the “Transaction”) that resulted in KushBar becoming a wholly owned subsidiary of High Tide. The consideration paid for the minority interest was by the issuance of a secured convertible debenture in the principal amount of approximately $700 to settle a shareholder loan with the minority shareholder and 2,645,503 number of common shares in the capital of High Tide (“Shares”) having an aggregate fair value of $500, with each common share priced at the closing date. The book value of the non-controlling interest at the time of the purchase was negative $187. The incremental amount of the fair value of the consideration paid over the book value of the non-controlling interest at December 10, 2019, of $687 was recognized as an adjustment to accumulated deficit.

 

24

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

7. Revenue from Contracts with Customers

 

For the year ended October 31, 2020 Retail Wholesale Corporate Total

$ $ $ $
Primary geographical markets (i)        
Canada 64,406 3,596 373 68,375
USA 9,940 4,315 - 14,255
International 635 - - 634
Total revenue 74,981 7,911 373 83,265
Major products and services        
Cannabis 58,320 - - 58,320
Smoking accessories 13,554 7,541 - 21,095
Franchise royalties and fees 604 - 360 964
Data analytics services 2,185 - - 2,185
Other revenue 318 370 13 701
Total revenue 74,981 7,911 373 83,265
Timing of revenue recognition        
Transferred at a point in time 74,981 7,911 373 83,265
Total revenue 74,981 7,911 373 83,265

 

 

For the year ended October 31, 2019 Retail Wholesale Corporate Total

$ $ $ $
Primary geographical markets (i)        
Canada 19,875 4,693 606 25,174
USA 3,684 1,901 - 5,585
International 443 92 - 535
Total revenue 24,002 6,686 606 31,294
Major products and services        
Cannabis 16,366 - - 16,366
Smoking accessories 6,603 6,478 - 13,081
Franchise royalties and fees 953 - 562 1,515
Interest and other revenue 80 208 44 332
Total revenue 24,002 6,686 606 31,294
Timing of revenue recognition        
Transferred at a point in time 23,949 6,686 606 31,241
Transferred over time 53 - - 53
Total revenue 24,002 6,686 606 31,294

 

(i) Represents revenue based on geographical locations of the customers who have contributed to the revenue generated in the applicable segment.

 

25

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

8. Property and Equipment

 

  Office equipment
and computers

Leasehold

improvements

Vehicles Buildings Total
  $ $ $ $ $
Cost          
Balance, October 31, 2018 193 3,609 167 145 4,114
Additions(i) 196 6,823 - 2,655 9,674
Additions from business combinations (Note 4) 63 293 - - 356
Impairment loss (ii) - (220) - - (220)
Balance, October 31, 2019 452 10,505 167 2,800 13,924
Additions(iv) 306 1,989 - - 2,295
Additions from business combinations (Note 4) 31 1,180 - - 1,211
Impairment loss (iii) (11) (694) - - (705)
Balance, October 31, 2020 778 12,980 167 2,800 16,725
Accumulated depreciation          
Balance, October 31, 2018 49 325 142 - 516
Depreciation 78 940 6 2 1,026
Balance, October 31, 2019 127 1,265 148 2 1,542
Depreciation 125 1,953 10 10 2,098
Balance, October 31, 2020 252 3,218 158 12 3,640
Net book value          
Balance, October 31, 2018 144 3,284 25 145 3,598
Balance, October 31, 2019 325 9,240 19 2,798 12,382
Balance, October 31, 2020 526 9,762 9 2,788 13,085

 

(i) Included in additions is $1,227 incurred for new buildout of leasehold improvements for the Company’s head office and warehouse in November and December 2018. The new head office and warehouse was available for use on January 1, 2019. The Company purchased a building in Niagara, Ontario, for the purpose of opening a Canna Cabana retail location. The consideration for the building consisted of $754 in cash, a $1,600 vendor take back loan (see note 16), and $300 paid in shares.

(ii) In fiscal year 2019, the Company undertook a strategic shift with regards to its Smoker’s Corners operations, pivoting focus towards Canna Cabana. As a result of the strategic shift, an impairment test was performed on the CGU’s related to Smoker’s Corner. Negative cash flow projections indicated impairment as the carrying value exceeded the respective recoverable amount of the corresponding CGU. As a result, the assets were written down to their recoverable amount of nil.

(iii) During the year ended October 31, 2020, the Company permanently closed down three of the low performing retail locations which resulted in an impairment of $705.

(iv) During the year ended October 31, 2020, there were addition of $1,020 (2019 - $4,844) in assets under construction, largely related to cannabis retail locations not yet in operation.

 

26

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

9. Intangible Assets and Goodwill

 

  Software Licenses Lease
buy-out
Brand
Name
Goodwill Total
Cost $ $ $ $ $ $
Balance, October 31, 2018 159 - 777 - - 936
Additions 553 - 1,780 - - 2,333
Additions from business combinations (Note 4) 1,136 2,594 - 1,539 9,066 14,335
Impairment loss - - - - (4,600) (4,600)
Balance, October 31, 2019 1,848 2,594 2,557 1,539 4,466 13,004
Transition adjustment - IFRS 16 - - (2,557) - - (2,557)
Additions (i) 474 - - - - 474
Additions from business combinations (Note 4) - 7,382 - - 1,896 9,278
Balance, October 31, 2020 2,322 9,976 - 1,539 6,362 20,199
Accumulated depreciation        
Balance, October 31, 2018 2 - - - - 2
Amortization 109 75 191 - - 375
Balance, October 31, 2019 111 75 191 - - 377
Transition adjustment - IFRS 16 - - (191) - - (191)
Amortization 495 1,113 - - - 1,608
Balance, October 31, 2020 606 1,188 - - - 1,794
Foreign currency translation  
Balance, October 31, 2018 - - - - - -
Recorded in other comprehensive loss 60 - - 57 336 453
Balance, October 31, 2019 60 - - 57 336 453
Recorded in other comprehensive loss (20) - - (20) (35) (75)
Balance, October 31, 2020 40 - - 37 301 378
Net book value  
Balance at October 31, 2018 157 - 777 - - 934
Balance, October 31, 2019 1,677 2,519 2,366 1,482 4,130 12,174
Balance, October 31, 2020 1,676 8,788 - 1,502 6,061 18,027

 

The carrying values of goodwill and intangible assets with indefinite lives are tested for impairment annually. The Company completed its annual impairment tests as of October 31, 2020 and has included a summary of the key inputs below for each CGU to which goodwill and indefinite life intangibles have been allocated.

 

Grasscity:

 

All goodwill and indefinite life intangibles acquired in the Grasscity acquisition were allocated to the Grasscity CGU. The Company performed its annual impairment test at October 31, 2020 and the recoverable amount of the Grasscity CGU was determined based on fair value less cost of disposal, determined using an income approach with the following key assumptions:

 

i. 5-year cash flow projections expected to be generated based on historical performance, financial forecasts and growth expectations. Cash flows beyond 5 years used a terminal growth rate of 2%; Forecasted revenue at an average growth rate of 9%; Average forecasted earnings before interest, tax, depreciation, and amortization (“EBITDA”) of 14%; and Cash flows were discounted at an after-tax discount rate of 14 % based on a market participant weighted average cost of capital.

 

As a result of the impairment test performed, the recoverable amount was determined to be higher than carrying value of the CGU, which did not result in an impairment (2019 - $4,600). The most sensitive inputs to the fair value model are the forecasted EBITDA and discount rate.

 

Dreamweaver:

 

All goodwill acquired in the Dreamweavers acquisition was allocated to the Dreamweavers CGU. The Company performed its annual impairment test at October 31, 2020 and the recoverable amount of the Dreamweavers CGU was determined based on fair value less cost of disposal calculation determined an income approach with the following key assumptions:

 

i. 5-year cash flow projections expected to be generated based on historical performance, financial forecasts, and growth expectations. Cash flows beyond 5 years used a terminal growth rate of 2%; Forecasted revenue at an average growth rate of 2%; Average forecasted EBITDA of 34%; and Cash flows were discounted at an after-tax discount rate of 15% based on a market participant weighted average cost of capital and risks specific to the CGU.

 

27

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

9. Intangible Assets and Goodwill (continued)

 

Dreamweaver: (continued)

 

As a result of the impairment test performed, the recoverable amount was determined to be higher than carrying value of the CGU, which did not result in an impairment (2019 - $nil). The most sensitive inputs to the fair value model are the forecasted EBITDA and discount rate.

 

MK Light:

 

All goodwill acquired in the MK Light acquisition was allocated to the MK Light CGU. The Company performed its annual impairment test at October 31, 2020 and the recoverable amount of the MK Light CGU was determined based on fair value less cost of disposal calculation determined an income approach with the following key assumptions:

 

i. 5-year cash flow projections expected to be generated based on historical performance, financial forecasts, and growth expectations. Cash flows beyond 5 years used a terminal growth rate of 2%; Forecasted revenue at an average growth rate of 2%; Average forecasted EBITDA of 14%; and Cash flows were discounted at an after-tax discount rate of 15% based on a market participant weighted average cost of capital and risks specific to the CGU.

 

As a result of the impairment test performed, the recoverable amount was determined to be higher than carrying value of the CGU, which did not result in an impairment (2019 - $nil). The most sensitive inputs to the fair value model are the forecasted EBITDA and discount rate.

 

Jasper Ave:

 

All goodwill acquired in the Jasper Ave. acquisition was allocated to the Jasper Ave. CGU. The Company performed its annual impairment test at October 31, 2020 and the recoverable amount of the Jasper Ave. CGU was determined based on fair value less cost of disposal calculation determined an income approach with the following key assumptions:

 

i. 5-year cash flow projections expected to be generated based on historical performance, financial forecasts, and growth expectations. Cash flows beyond 5 years used a terminal growth rate of 2%; Forecasted revenue at an average growth rate of 24%; Average forecasted EBITDA of 14%; and Cash flows were discounted at an after-tax discount rate of 15% based on a market participant weighted average cost of capital and risks specific to the CGU.

 

As a result of the impairment test performed, the recoverable amount was determined to be higher than carrying value of the CGU, which did not result in an impairment (2019 - $nil). The most sensitive inputs to the fair value model are the forecasted EBITDA and discount rate.

 

102088460 Saskatchewan Ltd.:

 

All goodwill acquired in the 102088460 Saskatchewan Ltd. acquisition was allocated to the 102088460 Saskatchewan Ltd. CGU. The Company performed its annual impairment test at October 31, 2020 and the recoverable amount of the 102088460 Saskatchewan Ltd. CGU was determined based on fair value less cost of disposal calculation determined an income approach with the following key assumptions:

 

i. 5-year cash flow projections expected to be generated based on historical performance, financial forecasts, and growth expectations. Cash flows beyond 5 years used a terminal growth rate of 2%; Forecasted revenue at an average growth rate of 2%; Average forecasted EBITDA of 34%; and Cash flows were discounted at an after-tax discount rate of 15% based on a market participant weighted average cost of capital and risks specific to the CGU.

 

As a result of the impairment test performed, the recoverable amount was determined to be higher than carrying value of the CGU, which did not result in an impairment. The most sensitive inputs to the fair value model are the forecasted EBITDA and discount rate.

 

28

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

9. Intangible Assets and Goodwill (continued)

 

Dreamweaver: (continued)

 

2680495 Ontario Inc.:

 

All goodwill acquired in the 2680495 Ontario Inc. acquisition was allocated to the 2680495 Ontario Inc. CGU. The Company performed its annual impairment test at October 31, 2020 and the recoverable amount of the 2680495 Ontario Inc. CGU was determined based on fair value less cost of disposal calculation determined an income approach with the following key assumptions:

 

i. 5-year cash flow projections expected to be generated based on historical performance, financial forecasts, and growth expectations. Cash flows beyond 5 years used a terminal growth rate of 2%; Forecasted revenue at an average growth rate of 33% in 2021 and negative 15% there on; Average forecasted EBITDA of 22% in 2021 and 14% there on; and Cash flows were discounted at an after-tax discount rate of 17% based on a market participant weighted average cost of capital and risks specific to the CGU.

 

As a result of the impairment test performed, the recoverable amount was determined to be higher than carrying value of the CGU, which did not result in an impairment. The most sensitive inputs to the fair value model are the forecasted EBITDA and discount rate.

 

Saturninus Partners

 

All goodwill acquired in the Saturninus Partners acquisition was allocated to the Saturninus Partners CGU. The Company performed its annual impairment test at October 31, 2020 and the recoverable amount of the Saturninus Partners CGU was determined based on fair value less cost of disposal calculation determined an income approach with the following key assumptions:

 

i. 5-year cash flow projections expected to be generated based on historical performance, financial forecasts, and growth expectations. Cash flows beyond 5 years used a terminal growth rate of 2%; Forecasted revenue at an average growth rate of 10% in 2021 and negative 15% there on; Average forecasted EBITDA of 26% in 2021 and 20% there on; and Cash flows were discounted at an after-tax discount rate of 19% based on a market participant weighted average cost of capital and risks specific to the CGU.

 

As a result of the impairment test performed, the recoverable amount was determined to be higher than carrying value of the CGU, which did not result in an impairment. The most sensitive inputs to the fair value model are the forecasted EBITDA and discount rate.

 

10. Prepaid expenses and deposits

 

  2020 2019

$

$
Business acquisition deposit - 300
Deposits on cannabis retail outlets 809 1,380
Prepaid insurance and other 311 1,833
Prepayment on inventory purchases 2,759 385
Total 3,879 3,898
Less current portion (3,070) (2,518)
Long-term 809 1,380

 

11. Inventory

 

  2020 2019
$ $
Finished goods 5,992 7,092
Provision for obsolescence (290) (373)
Total 5,702 6,719

 

(i) Inventories recognized as an expense and included in cost of sales during the year ended October 31, 2020 totaled $49,420 (2019 – $17,728).

 

29

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

12. Loans Receivable

 

  2020 2019

 

$ $
Term loans (i) 304 1,139
Total 304 1,139
Less current portion (74) (261)
Long-term 230 878

 

(i) Term loans are due from franchisees and relate to acquisitions of the sub-lease location from the Company and initial inventory. Term loans are secured by promissory notes, bear interest between 6.95% and 8.00 % per annum and require blended payments of principal and interest between $4 and $10 monthly. The Company maintains the head lease to all franchisee locations.

 

13. Trade and other receivables  

 

  2020 2019
  $ $

Trade accounts receivable

2,673 2,223
Sales tax receivable 188 162
Total 2,861 2,385

 

14. Derivative Liability

 

The put option issued on the Grasscity acquistion on December 19, 2018 was initially measured at $2,853 using a monte-carlo simulation and the following assumptions: stock price: $0.3623; expected life of 1 year; $nil dividends; expected volatility of 126% based on comparable companies; exercise price of $0.50; and risk-free interest rate of 1.65%. On October 31, 2019, the Company revalued the fair value of the derivative liability and recognized an unrealized gain of $732 in the consolidated statements of income (loss) and other comprehensive income (loss). On Decemeber 14, 2019, the Company settled the derivative liability of $2,554 by issuance of $2,000 convertible debt and recognized a loss of $433 as revaluation of derivative liability. The derivative liability was revalued to $2,554 using the Black-Scholes model and the following assumptions: stock price: $0.25; expected life of 1 year; $nil dividends; expected volatility of 92% based on comparable companies; exercise price of $0.50; and risk-free interest rate of 1.65%.

 

15. Deferred liability

 

On September 2, 2020, the Company entered into an amended asset sale agreement with Halo Labs Inc. (“Halo”), under which High Tide will sell its KushBar retail cannabis assets and the rights to three permitted retail cannabis stores to Halo, pending regulatory approval. The Company received 13,461,538 shares of Halo as a deposit which were sold during the year ended October 31, 2020, for proceeds of $1,700. Under the asset sale agreement, the proceeds received from the sale of the shares of Halo is refundable if certain conditions are not met.

 

30

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

16. Notes Payable

 

2020 2019
  $

Vendor loan

1,600

1,600
Term loan 1,939 1,910
Acquisition - Dreamweavers - notes payable 162 122
Acquisition – Saturninus Partnership (Note 5) 690 -
Government loan 84 -
Total 4,475 3,632
Less current portion (1,939) (3,570)
Long-term 2,536 62

 

On June 26, 2019, the Company purchased a building in Niagara, Ontario, for the purpose of opening a Canna Cabana retail location. The consideration for the building consisted of $754 in cash, out of which $54 was legal fees, a $1,600 vendor take back loan, and $300 paid in shares. The loan had a twelve - month term at an interest rate of 5.5% per annum payable monthly with a maturity date of June 30th, 2020. On July 16, 2020, the Company refinanced the loan through Windsor Private Capital (“Windsor”), a Toronto- based merchant bank. The new loan has a seventeen - month term and bears an interest rate of 10% per annum payable monthly with a maturity date of December 30th, 2021. The Company also incurred $43 in transaction costs, which will be expensed over the term of the loan using the effective interest rate.

 

On September 4, 2019, the Company entered into a $2,000 term loan agreement with a private lender. The loan had a twelve-month term and carried an interest rate of 12% per annum payable monthly. In connection with the advance of the loan, the Company issued 1,600,000 warrants to the lender. Each warrant is redeemable for one common share in the capital of the Company at a price of $0.85 per Common Share for a period of two years from the date of the loan agreement. Management calculated the fair value of the liability component as $1,895 using a discount rate of 22%, with the residual amount of $105 being allocated to warrants, recorded in equity. The loan was personally guaranteed by the CEO. During the year ended October 31, 2020, the Company incurred accretion of $78 (2019 - $15). On September 14, 2020, the Company entered into loan amending agreement, the maturity of the Loan was extended until September 30, 2021. The Company also entered into a warrant exchange agreement wherein the 1,600,000 warrants the Lender originally received as consideration for the Loan under the Loan Agreement, having an exercise price of $0.85 per common share and exercisable for a period of 2 years from the effective date of the Loan, were terminated and 1,600,000 new warrants having an exercise price of $0.30 per Common Share and expiring on September 30, 2021 were issued. Management calculated the fair value of the liability component as $1,928 using a discount rate of 22%, with the residual amount of $72 net of deferred tax of $17 being allocated to warrants, recorded in equity. During, the year ended October 31, 2020, the Company incurred accretion of $11 (2019 - $nil).

 

On May 23, 2019, the Company acquired all of the issued and outstanding shares of Dreamweavers for aggregate consideration of $3,094 which included 3,100,000 common shares with a fair value of $1,147, 1,550,000 purchase warrants exercisable at $0.75 per common share of High Tide and notes payables of $300 repayable over five years with zero interest rate due at each anniversary date. Notes payable was valued at $102 by discounting it over five years at market interest rate of 22%. During, the year ended October 31, 2020, the Company incurred accretion of $40 (2019 - $11).

 

On February 21, 2020, the Company completed the acquisition of 102088460 Saskatchewan Ltd. (“102088460”) which operated a licensed retail cannabis store in Tisdale, Saskatchewan. As consideration for the acquisition, the Company paid to the vendor $200 in cash, $500 in the form of a promissory note due six months from the time of closing of the transaction which bears no interest and also issued to the vendor 5,000,000 common shares in the capital of the Company. In connection with the transaction, the Company acquired all the issued and outstanding shares of 102088460. The note payable has been recorded at its fair value of $470 by discounting it over six months at a market interest rate of 22%. During the year ended October 31, 2020, the Company incurred accretion of $30(2019 – nil). The amount was paid in full by the company on August 20, 2020.

 

The Company obtained a government loan under the Canada Emergency Response Benefit, part of Canada’s COVID-19 economic response plan. The loan bears no interest and has a maturity date of December 31, 2025. The note payable has been recorded at its fair value of $69 by discounting it over six months at a market interest rate of 22%. During the year ended October 31, 2020, the Company incurred accretion of $15 (2019 – nil).

 

31

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

17. Convertible Debentures

 

i. On November 28, 2018, the Company entered into an agreement for a brokered private placement for the sale of up to 20,000 unsecured convertible debentures of the Company, at a price of $1 per debenture for gross proceeds of up to $20,000. The debentures bear interest at a rate of 8.5% per annum, payable on the last business day of each calendar quarter. The debentures are convertible to common shares of the Company at a price of $0.75 per common share and mature two years from the closing of the offering. The first closing occurred on December 13, 2018 issuing 11,330 debentures at a price of $1 per debenture for gross proceeds of $11,330. The company incurred $618 in issue costs in relation to the first closing which included the 504,733 broker warrants valued at $93 using Black-Scholes model with the following assumptions: stock price of $0.36; expected life of 2 years; $Nil dividends; 130% volatility; and risk-free interest rate of 1.60%. Each broker warrant is exercisable for one common share of the Company at a price of $0.75 per share until December 11, 2020. Management calculated the fair value of the liability component as $8,907 using a discount rate of 22%, with the residual amount of $2,422 net of deferred tax of $654 being allocated to the conversion feature recorded in equity. The Company incurred $618 in debt issuance cost, $486 was allocated to debt component and the remaining $132 to the equity.

 

On July 24, 2020, the Company entered into a debt restructuring agreement of $10,808 of the Company’s outstanding debt held by a key industry investor under an 8.5% senior unsecured convertible debenture issued in December 2018. The Company agreed to pay to the key investor certain structured installment payments over a period of over approximately three years, beginning on November 1, 2021, the parties have agreed to amend the original debenture into a secured convertible debenture of the Company in the principal amount equal to the $10,808 (the “Deferred Amount”). The Structured Payments, which start in November 2021, will be credited towards the Deferred Amount. As part of the Debt Restructuring, the parties have also (i) extended the maturity date of the amended debenture to January 1, 2025, (ii) amended the conversion price such that the Deferred Amount is convertible into common shares of High Tide (“HITI Shares”) at a conversion price of $0.425 per HITI Share, and (iii) amended the interest provisions such that the Deferred Amount will not bear any interest until maturity, with the portion of the Deferred Amount outstanding on maturity bearing interest on and from the maturity date at a rate of 8.5% per annum. Upon extinguishment of the debenture $1,445 conversion option was moved to contributed surplus. Management calculated the fair value of the liability component as $5,069 using a discount rate of 22% along with forecasted scheduled payments, with the residual amount of $1,072 net of deferred tax of $247 being allocated to equity. The Company also recognized $3,808 as a gain on extinguishment of debenture.

 

ii. On April 10, 2019, the Company closed the first tranche of the sale of unsecured convertible debentures of the Company under a non-brokered private placement for gross proceeds of $8,360. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.75 per share and mature two years from the closing of the private placement. Under the private placement, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.75 original principal amount of its debenture, resulting in 11,146,667 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.85 per share for two years from the date of issuance. The company incurred $50 in legal costs which was paid by the issuance of 100,000 shares with a fair value of $0.50 per share. The debentures bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.48 prior to the closing date of the private placement. Concurrent with the issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 1,752,621 Shares. Management calculated the fair value of the liability component as $7,138 using a discount rate of 22%, with the residual amount of $1,222 net of deferred tax of $330 being allocated to warrants, recorded in equity. The Company reclassed $515 from warrants to conversion option within equity. The Company incurred $58 in debt issuance cost, $50 being allocated to debt component and the remaining $8 to the warrants. On December 4, 2019, the Company repaid $1,500 and on April 1, 2020, the Company repaid $367 towards the principal of the convertible debt. During, the year ended October 31, 2020 the Company recognized $142 loss on settlement of convertible debentures.

 

iii. On June 17, 2019, the Company closed the final tranche of the sale of unsecured convertible debentures of the Company under the non-brokered private placement for gross proceeds of $3,200. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.75 per share and mature two years from the closing of the offering. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.75 original principal amount of its debenture, resulting in 4,266,667 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.85 per share for two years from the date of issuance. The debentures will bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.384 prior to the closing date of the offering. Concurrent with the final tranche issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 855,615 Shares. Management calculated the fair value of the liability component as $2,732 using a discount rate of 22%, with the residual amount of $468 net of deferred tax of $128 being allocated to warrants, recorded in equity. On June 15, 2020, the Company issued an aggregate of 1,871,343 common shares of High Tide (“Interest Shares”) to certain holders of unsecured convertible debentures of the Company, in satisfaction of the annual amount of interest due to the holders.

 

32

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

17. Convertible Debentures (continued)

  

iv. On November 14, 2019, the Company closed the sale of unsecured convertible debentures of the Company under a non- brokered private placement for gross proceeds of $2,000. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.252 per share and mature two years from the closing of the offering. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.252 original principal amount of its debenture, resulting in 7,936,057 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.50 per share for two years from the date of issuance. The debentures will bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.255 prior to the closing date of the offering. Concurrent with the final tranche issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 784,314 Shares.

 

Management calculated the fair value of the liability component as $1,707 using a discount rate of 22%, the conversion option at relative fair value of $189 net of deferred tax of $43 and the residual of $104 net of deferred tax of $24 being allocated to warrants, recorded in equity.

 

v. On December 4, 2019, the Company closed the sale of unsecured convertible debentures of the Company under a non-brokered private placement for gross proceeds of $2,115. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.252 per share and mature two years from the closing of the offering. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.252 original principal amount of its debenture, resulting in 8,392,857 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.50 per share for two years from the date of issuance. The debentures will bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.208 prior to the closing date of the offering. Concurrent with the final tranche issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 1,016,826 Shares. An advising fee of $3 was paid in connection to the convertible debt.

 

Management calculated the fair value of the liability component as $1,806 using a discount rate of 22%, the conversion option at relative fair value of $167 net of deferred tax of $38 and the residual of $142 net of deferred tax of $33 being allocated to warrants, recorded in equity.

 

vi. On December 12, 2019, the Company issued $700, to acquire the remaining 49.9% interest (the “Minority Interest”) in HighTide’s majority-owned subsidiary, KushBar Inc. Pursuant to the definitive agreement, High Tide, which held a controlling interest of 50.1% in KushBar, acquired the Minority interest in a transaction (the “Transaction”) that resulted in KushBar becoming a wholly owned subsidiary of High Tide. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.25 per share and mature two years from the closing of the offering. The debentures do not bear any interest rate. However, that any principal amount outstanding following the maturity date will bear interest at a rate of 10% per annum until repaid. If, following the expiry of all hold periods imposed by applicable Canadian securities laws, the volume-weighted average trading price of the common shares on the CSE exceeds $0.30 for a period of 30 consecutive days, High Tide will be entitled to, subject to certain other conditions being met, cause the holder to convert all or part of the outstanding principal amount of the debenture into common shares. In addition, if at any time during the term thereof, High Tide issues securities at a price deemed lower than the conversion price then in effect, then, subject to certain other conditions, such conversion price will be adjusted downward to such lower price.

 

In accordance with IFRS 9, the equity conversion option embedded in the convertible debenture was determined to be a derivative liability, which has been recognized separately at its fair value of $230. The equity conversion option was classified as a derivative liability as it can be settled through the issuance of a variable number of shares, cash, or a combination thereof, based on the trading price at the time of settlement. The fair value of the equity conversion option was determined using the Black-Scholes model and the following assumptions: stock price: $0.18; expected life of 2 year; $nil dividends; expected volatility of 70%; exercise price of $0.25; and risk-free interest rate of 1.94%. The debt host has been recognized at its amortized cost of $470, which represents the remaining fair value allocated from the amount of shareholder loan settled of $700. On August 24, 2020 and October 14, 2020, the debenture holder exercised the conversion option resulting in the issuance of 3,709,916 shares. At the respective dates of the conversion option had a fair value of $500 and the Company recognized a $47 unrealized gain on the derivative liability for the year ended October 31, 2020. The fair value of the equity conversion option was determined using the Black-Scholes model and the following assumptions: stock price: $0.15; expected life of 1.4 year; $nil dividends; expected volatility of 70%; exercise price of $0.25; and risk-free interest rate of 0.52%.

 

33

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

17. Convertible Debentures (continued)

 

vii. On December 14, 2019, the Company issued $2,000 in convertible debt to settle the put option related to Grasscity acquisition valued at $2,554 as of December 14, 2019. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.252 per share and mature two years from the closing of the offering. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.252 original principal amount of its debenture, resulting in 7,936,508 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.50 per share for two years from the date of issuance. The debentures will bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.175 prior to the closing date of the offering. Concurrent with the final tranche issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 1,142,857 Shares. The Company also recognized a $505 unrealized gain on the fair value of the instrument.

 

Management calculated the fair value of the liability component as $1,707 using a discount rate of 22%, the conversion option at relative fair value of $167 net of deferred tax of $38 and the residual of $175 net of deferred tax of $40 being allocated to warrants, recorded in equity.

 

viii. On January 6, 2020, the Company entered into a loan agreement with Windsor Private Capital (“Windsor”), a Toronto-based merchant bank, for a senior secured, non-revolving term credit facility (“the Facility”) in the amount of up to $10,000. The Company will have immediate access to an initial $6,000, that can be drawn down at Company’s discretion, and subject to satisfaction of certain conditions, will provide the Company with access to an additional $4,000. Provided that certain conditions are satisfied, the Facility will automatically extend for an additional one-year term. The principal amount advanced under the facility is convertible, during its term at any time after an initial 6 month hold period, and at Windsor’s option, into common shares in the capital of the Company at a conversion price of $0.17 per share and mature one year from the closing of the offering. The conversion price is subject to downward adjustment if the Company, at any time during the term of the facility, issues securities at a price deemed lower than the conversion price then in effect. Pursuant to the loan agreement, Windsor is entitled to a one-time placement fee equal to 3.5% of the initial Facility amount, which the Company capitalized into the principal amount advanced under the Facility. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.17 original principal amount of its debenture, resulting in 58,823,529 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.255 per share for two years from the date of issuance. Amounts drawn down under the facility will bear interest at a rate of 11.5% per annum, payable monthly, in arrears, on the last day of each calendar month. As of January 31, 2020, the Company withdrew in the amount of $5,000 from the credit facility. As of October 31, 2020, the Company still have access to unused remaining balance of $5,000.

 

Gross proceeds were $5,000 and net proceeds were $4,743, net of cash transaction costs of $257. The gross proceeds were allocated using the Black-Scholes model to value warrants at $364 which was recorded as a derivative liability for $364, the host debt component for $4,309, and the embedded derivatives for $327. The warrants were initially valued at $364 using the Black- Scholes model and the following assumptions were used: stock price of $0.16; expected life of two years; $nil dividends; expected volatility of 70%; exercise price of $0.255; and a risk-free interest rate of 0.52%. At October 31, 2020, the warrants were revalued at $266 using the Black-Scholes model and the following assumptions were used: stock price of $0.145; expected life of 1.4 years; $nil dividends; expected volatility of 70%; exercise price of $0.255; and a risk-free interest rate of 0.52% and recognized a gain of $98 as revaluation of derivative liability. Subsequent changes in fair value of the equity conversion option will be recognized through profit and loss (i.e. FVTPL). The equity conversion option was classified as a derivative liability as it can be settled through the issuance of a variable number of shares, cash or a combination thereof, based on the trading price at the time of settlement. The fair value of the equity conversion option was determined using the Black-Scholes model and the following assumptions: stock price: $0.16; expected life of 2 year; $nil dividends; expected volatility of 70%; exercise price of $0.255; and risk-free interest rate of 1.98%. Management elected to capitalize $257 transaction costs, which are directly attributable to the issuance of the loan agreement. As of October 31, 2020, the conversion option had a fair value of $498 and the Company recognized a $171 unrealized loss on the derivative liability for the year ended October 31, 2020. The fair value of the equity conversion option was determined using the Black-Scholes model and the following assumptions: stock price: $0.145; expected life of 1.4 year; $nil dividends; expected volatility of 70%; exercise price of $0.255; and risk-free interest rate of 0.52%.

 

34

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

17. Convertible Debentures (continued)

 

  2020 2019

$

$

Convertible debentures, beginning of year 19,664 -
Gain on extinguishment of debenture (3,808) -
Cash advances from debt 9,115 22,890
Debt issuance to settle liabilities 2,700 -
Debt issuance costs paid in cash (260) (471)
Debt issuance costs paid in equity instruments -

(93) 

Conversion of debenture into equity (550) -
Transfer of warrants component to equity (420) (1,690)
Transfer of conversion component to equity (523) (2,422)
Transfer of conversion and warrants to derivative liability (921) -
Repayment of debt (1,637) -
Accretion on convertible debentures 2,462 1,450
Total 25,822 19,664
Less current portion (14,446) -
Long-term 11,376 19,664

 

18. Finance and other costs

   

 

Finance and other costs are comprised of the following:

 

  2020 2019
  $ $
Accretion expense - convertible debenture 2,462 1,450
Accretion expense - notes payable 174 26
Interest on convertible debenture 3,364 1,423
Interest on notes payable 396 84
Accretion of lease liability 1,027 -
Transaction and business development costs (i) 2,039 106
Acquisition costs 678 -
CEBA loan (Note 16) (131) -
Total 10,009 3,089

 

(i) These expenses also relate to costs related to forfeited deposits on retail locations not being pursued.

 

35

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

19. Taxes

 

Reconciliation of effective tax rate:

 

The provision for income taxes differs from the result that would have been obtained by applying the consolidated federal and provincial tax rates to the income before taxes. The difference results from the following items:

 

  2020 2019
  $ $

Current tax expense 

236

-

Deferred tax expense (recovery) (7) (708)
Total: 229 (708)
     
Reconciliation of effective tax rate    

Income (loss) before taxes

(6,125)

(27,000)

Statutory income tax rate 25% 27%
Expected tax expense (recovery) (1,531) (7,290)
     

Increase (decrease) in taxes resulting from:

   
Rate differential 77 535
Permanent differences 16 1,633
Other items - 348
Unrecognized deferred tax assets 1,667 4,066
Tax expense (recovery) 229 (708)

 

(i) The Company recorded the Current tax expense of $236 in accounts payable and accrued liabilities.

 

36

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

20. Share Capital

 

(a) Issued:

 

Common shares:

 

  Number of shares Amount
  # $

Balance, October 31, 2018

151,749,914 35,695
Issued upon listing of securities (i) 36,728,474 13,051
Issued upon closing of Grasscity acquisition (Note 4) 8,410,470 3,047
Issued to pay fees in shares (iii) 4,042,203 1,607
Issued to pay interest via shares (Note 17) 2,608,236 1,156
Reduction in share capital (ii) - (29,699)
Issued upon closing of Dreamweavers acquisition (Note 4) 3,100,000 1,147
Share-based compensation (iv) 200,000 71
Exercise - broker warrants (Note 22) 7,590 3
Issued upon closing of Jasper Ave. acquisition (Note 4) 559,742 205
Balance, October 31, 2019 207,406,629 26,283
Issued to pay fees in shares (v) 3,852,319 860
Issued to pay interest via shares (Note 17) 6,782,011 1,168
Acquisition - KushBar (Note 6) 2,645,503 500
Acquisition - 2680495 (Note 4) 4,761,905 1,048
Acquisition - Saturninus (Note 5) 5,319,149 1,064
Acquisition - 102088460 (Note 4) 5,000,000 975
Lease acquisition - Canmore (vi) 612,764 104
Exercise - Convertibile Debt (Note 17) 3,709,916 550
Balance, October 31, 2020 240,090,196 32,552

 

(ii) On November 20, 2018, the Company filed its final prospectus in connection with its proposed initial public offering. The final prospectus qualified, and the Company distributed, 36,728,474 common shares.

 

(iii) The Board of Directors received approval from the shareholders at the Company’s Annual General Meeting, through a special resolution, to reduce its stated capital, in accordance with Part V, paragraph 37 of the Business Corporations Act, and reduce its retained deficit by $29,699.

 

(iv) During, the year ended October 31, 2019, the Company settled payables of $1,717 through issuance of 4,042,203 common shares of the Company which were valued at $1,607. The difference of $110 was recognized as a gain on extinguishment of financial liability.

 

(v) During, the year ended October 31, 2019, the Company paid a bonus of $90 in the form of 200,000 common shares to the officers of the company which were valued at $71 and the difference of $19 was recognized as a gain on extinguishment of financial liability (2018- $25).

 

(vi) During the year ended October 31, 2020, the Company settled payables of $860 through issuance of 3,852,319 common shares of the Company. The fair value of these shares was determined based on 10 -day volume weighted average price of shares before settlement.

 

(vii) On March 2, 2020, the Company acquired a lease for a cannabis retail store located in Canmore, Alberta (“Canmore”). The total consideration paid to acquire the lease was $104, which was paid by issuance of 612,764 common shares of High Tide with a fair value of $104 based on the 10-day volume weighted average price of $0.17 prior to the closing date. The Company has begun the process of converting the store to a Canna Cabana retail location for the sale of recreational cannabis, subject to inspection and licensing by Alberta Gaming, Liquor and Cannabis.

 

37

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

21. Stock Option Plan:

 

The Company’s stock option plan limits the number of common shares reserved under the plan from exceeding a “rolling maximum” of ten (10%) percent of the Company’s issued and outstanding common shares from time to time. The stock options vest at the discretion of the Board of Directors, upon grant to directors, officers, employees and consultants of the Company and its subsidiaries. All options that are outstanding will expire upon maturity, or earlier, if the optionee ceases to be a director, officer, employee or consultant or there is a merger, amalgamation or change in control of the Company. Generally, one-fourth vesting immediately, one- fourth twelve months after the option grant date, one-fourth eighteen months after the option grant date and one-fourth twenty- four months after the option grant date. The maximum exercise period of an option shall not exceed 10 years from the grant date. Changes in the number of stock options, with their weighted average exercise prices, are summarized below:

 
  2020   2019  
 

Number of
options

Weighted
Average
Exercise
Price ($)

Number of
options

Weighted
Average
Exercise
Price ($)

Balance, beginning of year 10,610,000 0.50 - -
Granted 200,000 0.50 12,410,000 0.50
Forfeited (1,500,000) 0.50 (1,800,000) 0.50
Balance, end of period 9,310,000 0.50 10,610,000 0.50
Exercisable, end of period 7,370,625 0.50 5,966,875 0.50

 

For the year ended October 31, 2020, the Company recorded share-based compensation of $129 (2019 -$2,029) related to stock options.

 

The options were valued using the Black-Scholes model utilizing the following, weighted average assumptions:

 

Risk Free Rate – 1.56%

Volatility, based on comparable companies – 130%

Option life – 2 years

Exercise price - $0.50

Forfeiture rate – 0%

 

38

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

22. Warrants

 

  Number of
warrants

Warrants

amount

Derivative

liability
amount

Weighted

average

exercise
price

Weighted

average

number of

years to

expiry

Expiry
dates
  # $ $ $  
Opening balance, November 1, 2018 4,252,620 906 - 0.3773 0.70  
Special warrants converted into units November 27, 2018 (Note 22) 18,364,236 3,853 - 0.7500 0.45 November 26, 2020
Issued to brokers for financing (Note 17) 504,733 93 - 0.7500 0.01 December 10, 2020
Issued warrants on convertibile debt April 18, 2019 (Note 17) 11,146,667 885 - 0.8500 0.37 April 17, 2021
Issued warrants for acquisition - Dreamweavers (Note 4) 1,550,000 295 - 0.7500 0.06 May 22, 2021
Issued warrants on convertibile debt June 17, 2019 (Note 17) 4,266,667 340 - 0.8500 0.16 June 16, 2021
Issued warrants for services (i) 2,000,000 132 - 0.5000 0.01 March 21, 2021
Issued warrants on debt September 04, 2019 (Note 16) 1,600,000 105 - 0.8500 0.07 September 3, 2021
Warrants exercised (7,590) - - - - -
Balance, October 31, 2019 43,677,333 6,609 - 0.6083 1.13  
Re-class warrants on convertibile debt to equity   (660)        
Issued warrants for services (ii) 300,000 64 - 0.3800 0.00 September 3, 2021
Issued warrants for services (iii) 3,500,000 204 - 0.3000 0.03 November 12, 2021
Issued warrants for services (iv) 1,000,000 111 - 0.3000 0.01 November 12, 2021
Issued warrants on convertibile debt November 14, 2019 (Note 17) 7,936,507 80 - 0.5000 0.08 November 14, 2021
Issued warrants on convertibile debt December 4, 2019 (Note 17) 8,392,857 109 - 0.5000 0.08 December 4, 2021
Issued warrants on convertibile debt December 14, 2019 (Note 17) 7,936,508 135 - 0.5000 0.08 December 12, 2021
Issued warrants for acquisition - Saturninus (Note 5) 3,750,000 100 - 0.4000 0.04 January 26, 2022
Issued warrants on convertibile debt January 06, 2020 (Note 17)(iv) 58,823,529 - 266 0.2550 0.62 January 6, 2022
Issued warrants on debt September 14, 2020 (Note 16) 1,600,000 55 - 0.3000   September 30, 2021
Warrants terminated (Note 16) (1,600,000) (105) - - -  
Warrants expired (4,252,620) (906) - - -  
Balance, October 31, 2020 131,064,114 5,796 266 0.4159 2.07  

 

As at October 31, 2020 107,534,702 warrants were exercisable.

 

i) On July 29, 2019, the Company issued 2,000,000 warrants for business development consultancy. Each warrant will allow the holder to acquire one common share at $0.50 for six months. The warrants were valued at $132 using the Black-Scholes model as, the fair value of the services provided cannot be measured reliably and the following assumptions were used: stock price of $0.42; expected life of six month; $nil dividends; expected volatility of 78% based on comparable companies; exercise price of $0.50; and a risk-free interest rate of 1.6%.

 

ii) The Company issued 300,000 warrants for business development consultancy. Each warrant will allow the holder to acquire one common share at $0.38. The warrants were valued at $64 using the Black-Scholes model as, the fair value of the services provided cannot be measured reliably and the following assumptions were used: stock price of $0.37; expected life of two years; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.38; and a risk-free interest rate of 1.6%.

 

iii) The Company issued 3,500,000 warrants for business development consultancy. Each warrant will allow the holder to acquire one common share at $0.30. The warrants were valued at $390 using the Black-Scholes model as, the fair value of the services provided cannot be measured reliably and the following assumptions were used: stock price of $0.22; expected life of two years; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.30; and a risk-free interest rate of 1.6%.

 

iv) The Company issued 1,000,000 warrants for business development consultancy. Each warrant will allow the holder to acquire one common share at $0.30. The warrants were valued at $111 using the Black-Scholes model as, the fair value of the services provided cannot be measured reliably and the following assumptions were used: stock price of $0.22; expected life of two years; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.30; and a risk-free interest rate of 1.6%.

 

39

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

22. Warrants (continued)

 

v) The Company issued 58,823,529 warrants under a loan offering. Warrants vest based on amount drawn from the credit facility. Out of which 35,294,117 are exercisable as of October 31, 2020. Each warrant entitles the holder to acquire one share at an exercise price of $0.255 per share for two years from the date of issuance. The vested warrants were initially valued at $1,248 using the Black-Scholes model and the following assumptions were used: stock price of $0.16; expected life of two years; $nil dividends; expected volatility of 70%; exercise price of $0.255; and a risk-free interest rate of 0.52%. As at October 31, 2020, the warrants were valued at $266 using the Black-Scholes model and the following assumptions were used: stock price of $0.145; expected life of 1.4 years; $nil dividends; expected volatility of 70%; exercise price of $0.255; and a risk-free interest rate of 0.52% and recognized a gain of $98 as revaluation of derivative liability.

 

23. Loss Per Share

 

  2020 2019
  $ $
Net income (loss) for the period (6,354) (26,292)
Non-controlling interest (614) 166
Net income (loss) for the period attributable to owners of the Company (6,968) (26,126)
     
  # #
Weighted average number of common shares - basic and diluted 229,005,481 198,181,696
Basic income (loss) per share (0.03) (0.13)
Dilutive income (loss) per share(i) (0.03) (0.13)

 

(i) For the year ended October 31, 2020, the stock-options, convertible debentures and warrants outstanding were excluded from the calculation of diluted loss per share as they were anti-dilutive.

 
24. Special Warrants
   
  Number of
special warrants
Amount
  # $
Balance, October 31, 2018 36,728,474 16,904
Special warrants converted into units* on November 27, 2018 (36,728,474) (16,904)
Balance, October 31, 2019 - -
 

* Each unit comprised of 1 share and ½ purchase warrant, with each full warrant exercisable to acquire one common share at $0.75.

 

(i) On October 2, 2018, the Company closed a private placement offering of special warrants (the “Special Warrants”) for aggregate proceeds of $9,409. Pursuant to the Special Warrant offering, the Company issued 18,817,015 (preshare split 6,817,759) Special Warrants at a price of $0.50 (pre-share split $1.38) per Special Warrant. Each Special Warrant is automatically exercisable, with no additional consideration, into Units of the Company on the date that the Company obtains receipt from the applicable security’s regulatory authorities for a final prospectus (the “Qualifying Prospectus”). Each Special Warrant entitles the holder thereof to 1 common share and ½ common share purchase warrant of the Company. Each full purchase warrant will be exercisable to acquire one common share at a price of $0.75 (pre-split $2.07) per purchase warrant until November 26, 2020, being two years from the initial day of trading of the Company’s securities. On closing of the offering of the Special Warrants, the Company paid agents’ commissions of $612 and legal fees and expenses of $123. The Company also issued 1,223,105 (pre- split: 443,154) broker warrants with each broker warrant convertible into units of the Company for $0.50 (pre-split - $1.38). Each unit will comprise 1 share and ½ purchase warrant, with each full warrant exercisable to acquire one common share at $0.75 (pre-split - $2.07). The broker warrants issued to the agents were fair valued at $259 calculated using the Black Scholes option pricing model using the following assumptions: Risk free interest rate: 2.27%, Expected volatility: 130%, Expected life in years: 2, Expected dividends: Nil

 

40

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

25. Financial Instruments and Risk Management

 

The Company’s activities expose it to a variety of financial risks. The Company is exposed to credit, liquidity, and market risk due to holding certain financial instruments. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance.

 

Risk management is carried out by senior management in conjunction with the Board of Directors.

 

Fair value

 

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, restricted marketable securities, loans receivable, accounts payable and accrued liabilities, notes payable, convertible debentures, derivative liabilities and shareholders’ loans.

 

IFRS 13 establishes a three-level hierarchy that prioritizes the inputs relative to the valuation techniques used to measure fair value. Fair values of assets and liabilities included in Level 1 of the hierarchy are determined by reference to quoted prices in active markets for identical assets and liabilities. Fair value of assets and liabilities in Level 2 are determined using inputs other than quoted prices for which all significant outputs are observable, either directly or indirectly. Fair value of assets and liabilities in Level 3 are determined based on inputs that are unobservable and significant to the overall fair value measurement. Accordingly, the Company has categorized its financial instruments carried at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The Company’s cash and cash equivalents are subject to Level 1 valuation.

 

The marketable securities and derivative liability have been recorded at fair value based on level 2 inputs. The carrying values of accounts receivable, accounts payable and accrued liabilities and shareholder loans approximate their fair values due to the short- term maturities of these financial instruments. The carrying value of the notes payable and convertibile debentures approximate their fair value as they are discounted using a market rate of interest.

 

Loans receivable are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The fair values of loans receivable are not materially different to their carrying amounts, since the interest rate on those loans is either close to current market rates or the loans are of a short-term nature.

 

Credit risk

 

Credit risk arises when a party to a financial instrument will cause a financial loss for the counter party by failing to fulfill its obligation. Financial instruments that subject the Company to credit risk consist primarily of cash, accounts receivable, marketable securities and loans receivable. The credit risk relating to cash and cash equivalents and restricted marketable securities balances is limited because the counterparties are large commercial banks. The amounts reported for accounts receivable in the statement of consolidated financial position is net of expected credit loss and the net carrying value represents the Company’s maximum exposure to credit risk. Accounts receivable credit exposure is minimized by entering into transactions with creditworthy counterparties and monitoring the age and balances outstanding on an ongoing basis. Sales to retail customers are required to be settled in cash or using major credit cards, mitigating credit risk.

 

41

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

25. Financial Instruments and Risk Management (continued)

 

Credit risk (continued)

 

The following table sets forth details of the aging profile of accounts receivable and the allowance for expected credit loss:

 

  2020 2019
  $ $
Current (for less than 30 days) 1,822 876
31 – 60 days 246 336
61 – 90 days 202 295
Greater than 90 days 762 2,355
Less allowance (359) (1,639)
  2,673 2,223

 

For the year ended October 31, 2020, $1,280 in trade receivables were written off against the loss allowance due to bad debts (year ended October 31, 2019 – $100). Individual receivables which are known to be uncollectible are written off by reducing the carrying amount directly. The remaining accounts receivable are assessed collectively to determine whether there is objective evidence that an impairment has been incurred but not yet been identified.

 

The Company performs a regular assessment of collectability of accounts receivables. In determining the expected credit loss amount, the Company considers the customer’s financial position, payment history and economic conditions. For the year ended October 31, 2020, management reviewed the estimates and have not created any additional loss allowances on trade receivable.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company generally relies on funds generated from operations, equity and debt financings to provide sufficient liquidity to meet budgeted operating requirements and to supply capital to expand its operations. The Company continues to seek capital to meet current and future obligations as they come due. Maturities of the Company’s financial liabilities are as follows:

 

  Contractual
cash flows
Less than
one year
1-5
years
Greater than
5 years
  $ $ $ $
October 31, 2019      
Accounts payable and accrued liabilities 4,408 4,408 - -
Notes payable 3,632 3,570 62 -
Shareholder loans 701 701 - -
Convertible debentures 19,664 - 19,664 -
Total 28,405 8,679 19,726 -
October 31, 2020      
Accounts payable and accrued liabilities 6,421 6,421 - -
Notes payable 4,475 1,939 2,536 -
Convertible debentures 25,822 14,446 11,376 -
Total 36,718 22,806 13,912 -

 

Interest rate risk

 

The Company is not exposed to significant interest rate risk as its interest-bearing financial instruments carry a fixed rate of interest.

 

Foreign currency risk

 

Foreign currency risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company maintains cash balances and enters into transactions denominated in foreign currencies, which exposes the Company to fluctuating balances and cash flows due to variations in foreign exchange rates.

 

42

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

25. Financial Instruments and Risk Management (continued)

 

Foreign currency risk (continued)

 

The Canadian dollar equivalent carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities as at October 31, 2020 was as follows:

 

(Canadian dollar equivalent amounts of US dollar and Euro balances)

2020 (Euro) 2020 (USD) 2020 Total 2019
  $ $ $ $
Cash 132 843 975 252
Accounts receivable 256 397 653 421
Accounts payable and accrued liabilities (1,169) (559) (1,728) (998)
Net monetary assets (781) 681 (100) (325)

 

Assuming all other variables remain constant, a fluctuation of +/- 5.0 percent in the exchange rate between the United States dollar and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $34 (October 31, 2019 - $11). Maintaining constant variables, a fluctuation of +/- 5.0 percent in the exchange rate between the Euro and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $39 (2019 - $17). To date, the Company has not entered into financial derivative contracts to manage exposure to fluctuations in foreign exchange rates.

 

26. Segmented Information

 

Segments are identified by management based on the allocation of resources, which is done on a basis of selling channel rather than by legal entity. As such, the Company has established two main segments, being retail and wholesale, with a Corporate segment which includes oversight and start up operations of new entities until such time as revenue generation commences. The reportable segments are managed separately because of the unique characteristics and requirements of each business.

 

For the year ended October 31,

Retail
2020
Retail
2019

Wholesale

2020

Wholesale

2019

Corporate

2020

Corporate

2019

Total
2020
Total
2019
  ($) ($) ($) ($) ($) ($) ($) ($)
Total Revenue 74,981 24,002 7,911 6,686 373 606 83,265 31,294
Gross profit 27,575 8,074 2,867 2,642 370 600 30,812 11,316
Income (loss) from operations 5,175 (6,154) (800) (2,482) (3,579) (11,238) 796 (19,874)
Net Income (loss) 319 (10,275) (848) (3,432) (5,825) (12,586) (6,354) (26,292)
                 

Total assets

46,678

32,350

5,972

4,819

17,161

3,574

69,811

40,743

Total liabilities 22,893 4,521 1,894 672 33,301 26,142 58,088 31,336
                 
  Canada Canada USA USA Europe Europe Total Total
For the year ended October 31, 2020 2019 2020 2019 2020 2019 2020 2019
  ($) ($) ($) ($) ($) ($) ($) ($)
Total Revenue 72,690 26,945 - - 10,575 4,349 83,265 31,294
Gross profit 25,972 9,725 - - 4,840 1,591 30,812 11,316
Income (loss) from operations 974 (18,268) (986) - 808 (1,606) 796 (19,874)
Net Income (loss) (5,952) (20,080) (1,030) - 628 (6,213) (6,354) (26,292)
                 

Total assets

60,621

33,894

1,062

-

8,128

6,849

69,811

40,743

Total liabilities 55,471 30,830 806 - 1,811 506 58,088 31,336

 

43

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

27. Related Party Transactions

 

As at October 31, 2020, the Company had the following transactions with related parties as defined in IAS 24 – Related Party Disclosures, except those pertaining to transactions with key management personnel in the ordinary course of their employment and/or directorship arrangements and transactions with the Company’s shareholders in the form of various financing.

 

Financing transactions

 

As at October 31, 2019, the Company owed the non-controlling interest shareholder of KushBar Inc. $701.The loan carries no interest and was settled on December 10, 2019 (Note 6). Included in the convertible debenture issued on December 12, 2018, was an investment by a director of the Company, CannaIncome Fund Corporation, for a total subscription amount of $250.

 

Operational transactions

 

The Company paid $nil (2019 - $2,176), to 1990299 Alberta Ltd. (“199”), a company controlled by the President and CEO of the Company, for inventory purchases. 199 primarily facilitated the import of goods and sells these imported goods to the Company at 199’s purchasing and transportaion costs, without markup. High Tide has transitioned the process of facilitation of its imports from 199 to HT Global Imports. During the year, the Company paid for certain expenses on behalf of the President and CEO totalling $nil (2019 - $56). These items are included in accounts receivables.

 

An office and warehouse unit has been developed by Grover Properties Inc., a company that is related through a common controlling shareholder and the President & CEO of the company. The office and warehouse space were leased to High Tide to accommodate the Company’s operational expansion. The lease was established by an independent real estate valuations services company at prevailing market rates and has annual lease payments totalling $386 per annum. The primary lease term is 5 years with two additional 5-year term extensions exercisable at the option of the Company. To facilitate the mortgage granted to Grover Properties Inc. for the development of this unit, a loan guarantee of up to $1,500 has been provided by Smoker’s Corner Ltd., a subsidary of High Tide Inc.

 

Key management personnel

 

Key management personnel is comprised of Company’s Executive Team and Board of Directors. Key management compensation for the years ended October 31 is as follows:

 

  2020 2019
  $ $
Short-term compensation 1,098 1,469
Share-based compensation (i) 43 71
Total 1,141 1,540

 

i) During, the year ended October 31, 2020, the Company paid a bonus of $43 (2019 - $90) in the form of 250,000 common shares (2019 – 200,000) to the officers of the company which were valued at $43 (2019 - $71) and the difference of nil (2019 - $19) was recognized as a gain on extinguishment of financial liability.

 

44

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

28. Right of Use Assets and Lease Obligations

 

The Company entered into various lease agreements predominantly to execute its retail platform strategy. The Company leases properties such as various retail stores and offices. Lease contracts are typically made for fixed periods of 5 to 10 years but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.

 

Right of use assets
  $
Balance at November 1, 2019 15,342
Additions 4,162
Depreciation expense for the period (3,091)
Balance at October 31, 2020 16,413

 

 

Lease Liabilities
  $
Balance at November 1, 2019 14,776
Additions 4,056
Cash outflows in the period (3,191)
Accretion (Interest) expense for the period ended 1,027
Balance at October 31, 2020 16,668
Current (2,194)
Non-current 14,474

 

As at October 31, 2020, $1,716 is due to the Company in respect of sublease arrangements for franchise cannabis retail locations. For the year ended October 31, 2020, $37 was received in respect of sublease arrangements, which was recognized as other revenue. During the year ended October 31, 2020, the Company also paid $1,394 in variable operating costs associated to the leases which are expensed under general and adminstrative expenses.

 

The following is a summary of the contractual undiscounted cash outflows for lease obligations as of October 31, 2020:

 

  $
Less than one year 3,283
Between one and five years 14,477
Greater than five years 6,424
  24,184

 

29. Contingent liability

 

In the normal course of business, the Company and its subsidiaries may become defendants in certain employment claims and other litigation. The Company records a liability when it is probable that a loss has been incurred and the amount can be reasonably estimated. Other than the claims described below, the Company is not involved in any legal proceedings other than routine litigation arising in the normal course of business, none of which the Company believes will have a material adverse effect on the Company’s business, financial condition or results of the operations.

 

An action with the Court of Queen’s Bench (Alberta) (the “QB Claim”) and a complaint with the Human Rights Tribunal (Alberta) (the “HR Complaint”) was filed by a former employee. The amount claimed by the former employee is approximately $200 plus interest and other costs. The Company has calculated a provision based on the amount claimed and the probability of the QB Claim being successful.

 

45

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

30. Non-Controlling Interests

 

The following table presents the summarized financial information for KushBar Inc. and Saturninus Partners, the Company’s subsidiaries which have non-controlling interests. This information represents amounts before intercompany eliminations.

 

  2020 2019
  $ $
Total current assets 2,540 458
Total non-current assets 3,696 1,019
Total current liabilities (942) (956)
Total non-current liabilities (1,080) -
Revenues for the year ended 6,011 259
Net (loss) income for the year ended 1,320 (294)

 

The net change in non-controlling interests is as follows:

 

  2020 2019
  $ $

Balance, beginning of the year

(179) (13)
Share of (loss) income for the period 614 (166)
Purchase of minority interest - KushBar Inc. 187 -
Purchase of - Saturninus Partners 930 -
  1,552 (179)

 

As of October 31, 2019, the Company held a 50.1% ownership interest in KushBar, with $179 NCI. As well, the Company owed the non-controlling interest shareholder $701 (2018 - $36). The loan carries no interest and is due on demand. On December 10, 2019, the Company entered into a definitive share purchase agreement with 2651576 Ontario Inc. (the “Minority Shareholder”), a private Ontario company, to acquire the remaining 49.9% interest (the “Minority Interest”) in High Tide’s majority-owned subsidiary, KushBar Inc. (“KushBar”).

 

On January 27, 2020, the Company acquired a 50% interest in the Saturninus Partners (“Saturninus”) which operates a licensed retail cannabis store in Sudbury, Ontario. The Company has classified this arrangement as a joint venture with controlling interest.

 

46

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

31. Subsequent Events

 

(i) On November 18, 2020, the Company closed the acquisition of Meta Growth Corp (“Meta Growth” or “META”). Pursuant to the terms of the Arrangement, holders of common shares of META (“META Shares”) received 0.824 (the “Exchange Ratio”) High Tide Shares for each META Share held. In total, High Tide acquired 237,941,274 META Shares in exchange for 196,063,610 High Tide Shares, resulting in former META shareholders holding approximately 45.0% of the total number of issued and outstanding High Tide Shares. Under IFRS 3, if the acquisition date of a business combination is after the end of the reporting period, but prior the publication of the consolidated financial statements, the Company must provide the information required by IFRS 3 unless the initial accounting for the business combination is incomplete. Due to the nature of the acquisition, the allocation of the purchase price has not been provided because that information has not yet been finalized.

 

(ii) On November 18, 2020, the Company extended the maturity date of $1,250 million of its convertible debentures originally due in December 2020 by 24 months in exchange for such debenture holders consenting to amend the conversion price of the debentures to $0.22 per common share of High Tide (“High Tide Share”). Also, High Tide has extended the maturity date of $1 million of its convertible debentures originally due in June 2021 on the same terms.

 

(iii) On November 30, 2020, the Company has settled debt in the aggregate of $1,220 through the issuance of a total of 7,178,418 common shares in the capital of High Tide (the “HITI Shares”), consisting of: (i) 4,976,471 HITI Shares at a deemed price of $0.17 per HITI Share in connection with META’s semi-annual interest payment of $846 due and payable on November 30, 2020 owing to the holders of the 8.0% convertible secured senior debentures issued pursuant to the to the terms of the convertible denture indenture dated November 23, 2018 between TSX Trust Company (“TSXT”) and META, and the supplement debenture indenture dated November 16, 2020 between TSXT, META and the Company (the “Debenture holder Interest Obligation Shares”); (ii) 1,176,470 HITI Shares in aggregate to certain holders of unsecured convertible debentures of the Company, in satisfaction of the annual amount of interest due to the holders; (iii) 250,000 HITI Shares in aggregate to certain members of senior management of the Company; (iv) and 775,477 HITI Shares in aggregate to the independent members of the Board of Directors.

 

(iv) On December 8, 2020, the Company also issued an aggregate of 1,124,999 common shares of High Tide (“Interest Shares”) to certain holders of unsecured convertible debentures of the Company, in satisfaction of the annual amount of interest due to the holders.

 

(v) On December 14, 2020, the Company announced that, further to its news release dated January, 7, 2020, Windsor Private Capital (“Windsor”) has agreed to extend the maturity of its credit facility (the “Facility”) pursuant to a loan amendment agreement entered into between the parties on December 8, 2020. The Loan Amendment extends the maturity date by one year from December 15, 2020 to December 31, 2021 and a subsequent one-year extension moves the maturity date from December 31, 2021 to December 31, 2022. In addition, Windsor agreed to reduce the interest rate from 11.5% to 10.0% per annum. In addition, High Tide and Windsor have agreed to amend the terms of the warrants issued to Windsor on January 7, 2020 in connection with entering into the Facility. The Company issued to Windsor 58,823,529 warrants to purchase 58,823,529 Shares at a price per Share equal to 150% of the Conversion Price in effect on the date of exercise for a period of two years from the date of issuance. As of December 8, 2020, of the 58,823,529 Warrants only 35,294,117 Warrants have vested while the remaining 23,529,412 Warrants have not vested. The parties agreed to amend the Warrants to: (i) confirm that only 35,294,117 Warrants have vested, while the remaining 23,529,412 are no longer eligible to vest and are cancelled, (ii) set the exercise price at $0.255, (iii) remove the downward adjustment provisions relating to the exercise price, and (iv) extend the expiry to December 31, 2022.

 

(vi) On January 4, 2021, the Company issued an aggregate of 800,000 common shares of High Tide (“Interest Shares”) to certain holders of unsecured convertible debentures of the Company, in satisfaction of the annual amount of interest due to the holders.

 

(vii) On January 7, 2021, the Company’s wholly-owned subsidiary, Meta Growth Corp. (“Meta”) has reached a new agreement to extend the maturity of its credit facilities totaling $20,000 (the “Credit Facilities”) from Opaskwayak Cree Nation (“OCN”) to December 31, 2024 at a reduced rate of 10% per annum by removing the annual administration fee of 2.5%. In addition, the Company, Meta and OCN agreed to transition the remaining undrawn balance under the Credit Facilities, being $6,750, from Meta to the Company, whereby the Company will have the ability to draw down on the Remaining Credit Balance directly. As such, the Company and OCN have entered into a loan agreement with OCN for the Remaining Credit Balance, maturing December 31, 2024, which includes the same reduced interest rate of as the Credit Facilities.

 

47

High Tide Inc.
Notes to the Consolidated Financial Statements

For the years ended October 31, 2020 and 2019
(In thousands of Canadian dollars, except share and per share amounts)

 

31. Subsequent Events (continued)

 

(viii) On January 25, 2021, the Company entered into an agreement to acquire all of the issued and outstanding shares of Smoke Cartel (“SC”) for US$8.0 Million, implying an approximate value of US$0.309 per SC Share, representing a premium of 33% to Smoke Cartel’s last closing share price of US$0.232 (Jan. 22, 2021). The consideration will be comprised of: (i) US$6.0 Million in common shares of High Tide (“HT Shares”) on the basis of a deemed price per HT Share equal to the volume weighted average price per HT Share on the TSX Venture Exchange for the 10 consecutive trading days preceding closing of the Transaction; and (ii) US$2.0 Million in cash. As a result of U.S. securities law considerations, significant Smoke Cartel shareholders have agreed to allow the Cash Consideration to be allocated first to Smoke Cartel’s shareholders generally, who will be paid fully in cash, using all or a portion of the Cash Consideration. Pursuant to the Acquisition Agreement, 25% of the Share Consideration will be placed in escrow for a period of 12 months from Closing. The Acquisition Agreement, 25% of the Share Consideration will be placed in escrow for a period of 12 months from Closing.

 

(ix) On February 22, 2021, the Company closed of its previously announced “bought deal” short-form prospectus offering (the “Offering”) of units of the Company (the “Units”), including the exercise in full of the underwriters’ over-allotment option. The Offering was led by ATB Capital Markets Inc. and Echelon Wealth Partners Inc., together with Beacon Securities Limited and Desjardins Securities Inc. In connection with the Offering, the Company issued an aggregate of 47,916,665 Units at a price of $0.48 per Unit, for aggregate gross proceeds of $23,000. Each Unit is comprised of one common share of the Company (each, a “Common Share”) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional Common Share at an exercise price of $0.58, for a period of 36 months following the closing of the Offering. The TSX Venture Exchange has conditionally approved the listing of (i) the Common Shares and the Warrants issued pursuant to the Offering, and (ii) the Common Shares issuable upon the exercise of the Warrants, the broker warrants issued to the Underwriters, and the Warrants comprising the Units underlying such broker warrants.

 

(x) During the month of January and February 2021 $29,225 of debt was converted into common shares. During the same period various holders of options and warrants have elected to exercise their respective instruments resulting in $3,422 of cash proceeds to the Company.

 

48

EXHIBIT 99.140

 

 

 

 

EXHIBIT 99.141

 

 

 

Management’s Discussion & Analysis

For the year ended October 31, 2020

 

 

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2020

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

This Management’s Discussion and Analysis (“MD&A”) of High Tide Inc. (“High Tide” or the “Company”) for the year ended October 31, 2020 is dated March 01, 2021. This MD&A should be read in conjunction with the audited Consolidated Financial Statements of the Company for the years ended October 31, 2020 and 2019 (hereafter the “Financial Statements”). The Financial Statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

 

In this document, the terms “we”, “us” and “our” refer to High Tide. This document also refers to the Company’s three reportable operating segments: (i) the “Retail” Segment represented by brands, including Canna Cabana, KushBar, Grasscity, and CBDcity, (ii) the “Wholesale” Segment represented by brands, including Valiant Distribution (“Valiant”) and Famous Brandz (“Famous Brandz”), and (iii) the “Corporate” Segment.

 

High Tide is a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories. The Company’s shares are listed on the TSX Venture Exchange (“TSXV”) under the symbol “HITI”, the Frankfurt Stock Exchange (“FSE”) under the securities identification code ‘WKN: A2PBPS’ and the symbol “2LY”, and on the OTCQB Market (“OTCQB”) under the symbol “HITIF”. The address of the Company’s corporate and registered office is # 120 – 4954 Richard Road SW, Calgary, Alberta T3E 6L1, while the address of the Company’s headquarters is #112, 11127 15 Street NE, Calgary, Alberta, T3K 2M4.

 

Additional information about the Company, including the October 31, 2020 audited Consolidated Financial Statements, news releases, the Company’s short-form prospectus, and other disclosure items of the Company can be accessed at www.sedar.com and at www.hightideinc.com.

 

Forward-Looking Information and Statements

 

Certain statements contained within this MD&A, and in certain documents incorporated by reference into this document, constitute forward-looking statements. These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “budget”, “plan”, “continue”, “estimate”, “expect”, “forecast”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements.

 

In particular, this MD&A contains forward-looking statements pertaining, without limitation, to the following: changes in general and administrative expenses; future business operations and activities and the timing thereof; the future tax liability of the Company; the estimated future contractual obligations of the Company; the future liquidity and financial capacity of the Company; and its ability to fund its working capital requirements and forecasted capital expenditures.

 

We believe the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in, or incorporated by reference into, this MD&A should not be unduly relied upon.

 

These forward-looking statements speak only as of the date of this MD&A or as of the date specified in the documents incorporated by reference into this MD&A. The actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this MD&A: counterparty credit risk; access to capital; limitations on insurance; changes in environmental or legislation applicable to our operations, and our ability to comply with current and future environmental and other laws; changes in income tax laws or changes in tax laws and incentive programs relating to the cannabis industry; and the other factors discussed under “Financial Instruments and Risk Management” in this MD&A.

 

Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking statements contained in this MD&A and the documents incorporated by reference herein are expressly qualified by this cautionary statement. The forward-looking statements contained in this document speak only as of the date of this document and the Company does not assume any obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable securities laws.

 

2

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2020

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Changes in Accounting Policies and Critical Accounting Estimates

 

The significant accounting policies applied in preparation of the Consolidated Financial Statements for the year ended October 31, 2020 have been disclosed in Note 3 of the Consolidated Financial Statements. On November 1, 2019, the Company adopted IFRS 16 – Leases. The new standard has significant changes to the lessee accounting by removing the distinction between operating and finance leases and requires lessees to recognize a lease liability reflecting its obligation for future lease payments and a right-of-use asset representing its right to use the underlying asset. The impact of the adoption of IFRS 16 is disclosed in Note 3 and Note 28 of the Consolidated Financial Statements for the year ended October 31, 2020.

 

On November 1, 2019, the Company adopted the new accounting standard, IFRS 16, Leases (“IFRS 16”) using the modified retrospective approach and has not restated comparatives for the 2019 reporting period, as permitted under the specific transitional provisions in the standard.

 

Non-IFRS Financial Measures

 

Throughout this MD&A, references are made to non-IFRS financial measures, including earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and Adjusted EBITDA. These measures do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. Non-IFRS measures provide investors with a supplemental measure of the Company’s operating performance and therefore highlight trends in Company’s core business that may not otherwise be apparent when relying solely on IFRS measures. Management uses non-IFRS measures in measuring the financial performance of the Company.

 

Corporate Overview

 

Nature of Operations

 

The Company’s vision is to offer a full range of best-in-class products and services to cannabis consumers, while growing organically and through acquisitions, to become the world’s premier retail-focused and vertically integrated enterprise.

 

The Company’s retail operations are focused on business-to-consumer markets. The operations of Canna Cabana (which is one of Canada’s largest cannabis retail networks) and KushBar are focused both on the retail sale of recreational cannabis products for adult use as well as consumption accessories. Grasscity has been operating as a major e-commerce retailer of consumption accessories for over 20 years. It has significant brand equity in the United States and around the world, while providing an established online sales channel for High Tide to sell its proprietary products.

 

The wholesale operations of Valiant are primarily focused on the manufacturing and distribution of consumption accessories. Valiant designs and distributes a proprietary suite of branded consumption accessories including overseeing their contract manufacturing by third parties. Valiant also focuses on acquiring celebrity licenses, designing, and distributing braded consumption accessories. Additionally, it also distributes a minority of products that are manufactured by third parties. Valiant does not sell its products directly to consumers but operates an e-commerce platform for wholesale customers.

 

3

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2020

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Established Consumer Brands:

 

 

 

Competitive Landscape

 

As of the date of this MD&A, and after the completed acquisition of META Growth Corp., the Company operates 64 corporately owned retail cannabis locations represented by 31 Canna Cabana locations, 19 NewLeaf Cannabis locations, 11 META Cannabis locations, and 3 KushBar locations. Further, the Company has a 50% interest in a partnership that operates a branded retail Canna Cabana location in Sudbury, Ontario and three joint venture operations with 49% interest that operates three branded retail META Cannabis locations in Manitoba. The Company is also represented by three branded locations in Toronto, Ontario, Scarborough, Ontario, and Guelph, Ontario, as well as one franchise in Calgary. In total, the Company currently has a total of 72 branded retail cannabis stores operating across Canada.

 

Canna Cabana, NewLeaf, and META all provide a unique customer experience focused on retention and loyalty through its Cabana Club membership platform. Members of Cabana Club receive short message service (“SMS”) and email communications highlighting new and upcoming product arrivals, member-only events, and other special offers. The database communicates with highly relevant consumers who are segmented at the local level by delivering regular content that is specific to their local Canna Cabana, NewLeaf, and META locations. Over 50% of the Company’s daily business is conducted with regular Cabana Club members. Cabana Club members spend, on average, 20% more than non-Cabana Club members, which enhances the Retail Segment’s overall basket-size. This is a confirmation that the Company’s one-stop shop ecosystem helps to attract and retain new and existing customers. The Company’s retail recreational cannabis products segment operates amongst many competitors, both consolidated chains and independent operators. Notable competitors include Fire & Flower, Nova Cannabis, Spiritleaf and Tokyo Smoke, as well as numerous independent retailers.

 

Most of the Company’s competitors applicable to its Wholesale Segment operate primarily as product distributors, while Valiant designs, sources, imports and distributes majority of their own products. This creates advantages through vertical integration, thereby enabling Valiant to bring unique product designs to market and offer wholesale customers favourable terms, proprietary products, and flexible pricing.

 

In the future, the Company expects its Retail Segment to experience increased competition from the recreational cannabis industry as a greater number of third-party stores are established across Canada, offering both cannabis products and consumption accessories. However, the Company believes that its product knowledge, operational expertise, and margin maximization achieved through its vertically integrated Wholesale Segment will enable it to operate profitably over the long term. In addition, the Company expects opportunities to arise from the legalization of recreational cannabis for its Wholesale Segment to acquire new clients by supplying third-party retailers with consumption accessories on a wholesale basis, thereby offsetting some of the risks associated with the increased competition expected to affect the Retail Segment. While the Company is presently focused on its existing markets in the Provinces of Ontario, Alberta, Saskatchewan, and Manitoba through the subsequent acquisition of META Growth Corp., the Company is looking to expand its presence in Ontario and enter the market in British Columbia. The Company is currently evaluating entering other provinces and territories including North West Territories, and the Yukon as regulations permit and anticipates being able to grow both organically as well as through acquisitions in the future.

 

4

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2020

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Select Financial Highlights and Operating Performance

 

For the year ended October 31, 2020 2019 Change
  $ $ %
Revenue 83,265 31,294 166%
Gross Profit 30,812 11,316 172%
Gross Profit Margin 37% 36% 1%
Total Operating Expenses (30,016) (31,190) (4%)
Adjusted EBITDA(a) 7,974 (16,264) NM
Income (loss) from Operations 796 (19,874) NM
Net Loss (6,354) (26,292) (76%)
Loss Per Share (Basic) (0.03) (0.13) (69%)
Loss Per Share (Diluted) (0.03) (0.13) (69%)

 

(a) Adjusted EBITDA is a non-IFRS financial measure. A reconciliation of the Adjusted EBITDA to Net Loss in found under “EBITDA and Adjusted EBITDA” in this MD&A.

 

NM - Not Meaningful

 

Revenue increased by 166% to $83,265 (2019: $31,294) and gross profit increased by 172% to $30,812 (2019: $11,316). Income from operations increased to $796 (2019: loss $19,874).

 

The key factors affecting the results for the year ended October 31, 2020 were:

 

  Merchandise Sales – Merchandise sales increased by $49,950 or 170% for the year ended October 31, 2020 as compared to 2019. Growth in merchandise sales was largely driven by acquired businesses representing $16,699 of total sales increase; the organic increase in the number of Canna Cabana stores and a shift in consumer spending towards e-commerce that resulted in a significant increase in sales on Grasscity.com, which accounts for $33,251 in total sales increase.
     
  Operating Expenses –With continued cost control initiatives, operating expenses decreased by $1,174 or 4% for the year ended October 31, 2020 compared to 2019, and as a percentage of revenue decreased by 64% in 2020 to 36% (2019: 100%). During the year ended October 31, 2020, the Company received $840 in Canada Emergency Wage Subsidy, which has been offset against wages and salaries in the consolidated statements of net loss.

 

Revenue

 

Revenue increased by 166% or $51,971 to $83,265 in fiscal 2020 (2019: $31,294).

 

The increase in revenue was driven primarily by the Company’s Retail Segment via the operations of Canna Cabana and Grasscity.

 

Addition of new stores and business combinations such as 2680495 Ontario Inc. (Canna Cabana Hamilton, Ontario), 102088460 Saskatchewan Ltd. (Canna Cabana Tisdale, Saskatchewan), Saturninus Partners (Canna Cabana Sudbury, Ontario), into the Company contributed $24,681 of the increase in revenue while existing businesses contributed $27,290.

 

The Company’s industry leading Cabana Club program delivers information to existing customers. Cabana Club members receive SMS and email communications highlighting new and upcoming product arrivals, member-only events, and special offers that connect them to their local Canna Cabana store. The program focuses on building long-term purchase habits and a strong relationship with customers. Over 50% of the Company’s daily business is conducted with regular Cabana Club members. Cabana Club members spend, on average, 20% more than non-Cabana Club members, which enhances the Retail Segment’s overall basket-size. This is a confirmation that the Company’s one-stop shop ecosystem helps to attract and retain new and existing customers.

 

5

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2020

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

During the fiscal year, the Company launched its proprietary data analytics service named CabanalyticsTM and started generating recurring subscription-based revenue. The CabanalyticsTM program provides subscribers with a monthly report of anonymized consumer purchase data, in order to assist them with forecasting and planning their future product decisions and implementing appropriate marketing initiatives. The Company continues to realize significant increases in its data analytics service through a growing subscriber base.

 

Gross Profit

 

For the year ended October 31, 2020, gross profit increased by 172% or $19,496 to $30,812 (2019: $11,316). The increase in gross profit was driven by an increase in sales volume and the optimization of sales costs. The gross profit margin also increased to 37% in the year ended October 31, 2020 (2019: 36%).

 

Operating Expenses

 

With continued cost control initiatives, operating expenses decreased by $1,174 or 4% for the year ended October 31, 2020 compared to 2019, and as a percentage of revenue decreased by 64% in 2020 to 36% (2019: 99%).

 

Salaries, wages, and benefits expenses increased by $2,810 in 2020 compared to the prior year. The increase in staffing was due to the planned need for additional personnel within the Retail Segment to facilitate growth in the number of cannabis locations and, by extension, an increase in revenue. The increase is salaries, wages and benefits expense include an offset in the form of amounts received from the Government of Canada’s Canadian Emergency Wage Subsidy. During, the year ended October 31, 2020, the Company received $840 in Canada Emergency Wage Subsidy, which has been offset against wages and salaries in the consolidated statements of net loss.

 

General and administrative expenses decreased by $1,816 for 2020 compared to 2019 primarily because of the adoption of IFRS 16 resulting in reclassification of lease payments to depreciation and finance costs, and cost saving initiatives.

 

Professional fees decreased by $3,915 during 2020 compared to the prior year because of one-time costs incurred in the prior year.

 

Financing and Other Costs

 

Financing and other costs of $10,009 was recorded during 2020 (2019: $3,089), representing the expense associated with the interest expense related to convertible debentures, the accretion of lease liabilities, transaction costs related to securing a loan, as well as transaction costs related to the Company’s acquisitions and business development.

 

6

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2020

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Segment Operations

 

  Retail Retail Wholesale Wholesale Corporate Corporate Total Total
For the year ended October 31, 2020 2019 2020 2019 2020 2019 2020 2019
  ($) ($) ($) ($) ($) ($) ($) ($)
Total Revenue 74,981 24,002 7,911 6,686 373 606 83,265 31,294
Gross profit 27,575 8,074 2,867 2,642 370 600 30,812 11,316
Income (loss) from operations 5,175 (6,154) (800) (2,482) (3,579) (11,238) 796 (19,874)
Net Income (loss) 319 (10,275) (848) (3,432) (5,825) (12,586) (6,354) (26,292)
                 
Total assets 46,678 32,350 5,972 4,819 17,161 3,574 69,811 40,743
Total liabilities 22,893 4,521 1,894 672 33,301 26,142 58,088 31,336

 

Retail Segment Performance

 

 

The Company’s Retail Segment demonstrated significant sales growth with an increase in revenue of $50,979 in 2020 compared to the prior year. Revenue growth is primarily attributable to its acquired businesses, which resulted in an increased number of Canna Cabana locations and transactions on Grasscity.com due to shifting consumer habits.

 

Same-store retail revenue

 

Same-store sales refers to the change in revenue generated by the Company’s existing retail cannabis locations over the period. The Company had one cannabis location that was operational for full twelve months throughout the year ended October 31, 2020 and October 31, 2019. For this one cannabis location, same-store sales increased by 17% compared to the year ended October 31, 2019. The increase was primarily related to limited competition in Alberta for the first half of fiscal year of 2020. There were approximately 230 cannabis locations in Alberta as of October 31, 2019 vs. approximately 480 as of October 31, 2020.

 

Grasscity.com

 

Grasscity attracted approximately 26 million users in 2020. 77% of site visits originated from North America, the site has more than 560,000 customers in its database, approximately 1,050,000 recipients in its e-mail database, with over 6,808,000 current forum members, including over 310,000 dedicated readers of its weekly newsletter. The online store has more than 45,550 certified customer reviews and there are over 290,000 total followers of Grasscity on Instagram, Facebook, and YouTube. High Tide continues to invest in Grasscity to refresh its online sales platform, increase its searchability, align its supply chain with Valiant, and optimize its distribution channels. Grasscity enables the Company to leverage its vertical integration to improve order fulfillment, customer reach, product margins and its overall profitability.

 

7

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2020

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Gross profit for fiscal 2020 increased by $19,501 compared to the prior year and the gross profit margin increased to 37% (2019: 34%). The increase in the gross margin was due to product mix optimization and revenue contributions by Canna Cabana and Grasscity.com, which resulted in a higher blended gross margin.

 

For the year ended October 31, 2020 the Retail Segment recorded income from operations of $5,175 compared to a loss from operations of $6,154 for the year ended October 31, 2019.

 

Wholesale Segment Performance

 

Revenues in the Company’s Wholesale Segment increased by 18% or $1,225 to $7,911 for the year ended October 31, 2020 (2019: $6,686). The Company’s Wholesale Segment attracted a significant number of new wholesale and distributor clients due to its proprietary and licensed products.

 

Gross profit increased by $225 to $2,867 for the year ended October 31, 2020 (2019: $2,642).

 

The Wholesale Segment reported a loss from operations of $800 for the year ended October 31, 2020 (2019: loss $2,482).

 

Corporate Segment Performance

 

The Corporate Segment’s main function is to administer the other two Segments (Retail and Wholesale) and is responsible for the executive management and financing needs of the business. The Corporate Segment earned revenues of $373 for the year ended October 31, 2020 (2019: $606). The revenue was made up of royalty fees and other revenues.

 

Geographical Markets

 

 

 

* USA revenues are related to sale of consumption accessories and not related to sale of cannabis.

 

8

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2020

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

The following presents information related to the Company’s geographical markets and product mix:

 

For the year ended October 31, 2020   Retail Wholesale Corporate Total
    $ $ $ $
Primary geographical markets (i)          
  Canada 64,406 3,596 373 68,375
  USA 9,940 4,315 - 14,255
  International 635 - - 635
Total revenue   74,981 7,911 373 83,265
Major products and services          
  Cannabis 58,320 - - 58,320
  Smoking accessories 13,554 7,541 - 21,095
  Franchise royalties and fees 604 - 360 964
  Data analytics services 2,185 - - 2,185
  Other revenue 318 370 13 701
Total revenue   74,981 7,911 373 83,265

 

(i) Represents revenue based on geographical locations of the customers who have contributed to the revenue generated in the applicable segment.

 

Sales performance increased significantly, on average, with Canna Cabana leading Canadian sales and Grasscity contributing to USA and International sales. Revenues in the International market are comprised of sales made to all countries outside of North America.

 

Summary of Quarterly Results

 

(C$ in thousands, Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1
except per share amounts) 2020 2020 2020 2020 2019 2019 2019 2019
Revenue 24,876 24,104 20,570 13,715 11,409 8,288 6,596 5,001
Adjusted EBITDA(a) 3,626 3,397 1,773 (822) (5,968) (3,369) (3,486) (3,441)
Income (loss) from Operations 1,133 1,624 156 (2,117) (6,393) (4,038) (4,582) (4,628)
Net Income (loss) (1,324) 3,827 (4,911) (3,946) (15,427) (3,724) (3,319) (3,821)
Net Income (Loss) Per Share (Basic) (0.01) 0.02 (0.02) (0.02) (0.07) (0.02) (0.02) (0.02)
Net Income (Loss) Per Share (Diluted) (0.01) 0.02 (0.02) (0.02) (0.07) (0.02) (0.02) (0.02)

 

(a) Adjusted EBITDA is a non-IFRS financial measure. A reconciliation of the Adjusted EBITDA to Net Loss is found under “EBITDA and Adjusted EBITDA” in this MD&A.
9

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2020

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

 

 

Revenue

 

Revenue increased by 118% or $13,467 to $24,876 in the fourth quarter of fiscal 2020 (2019: $11,409). The increase in revenue was driven primarily by the Company’s Retail Segment via the operations of Canna Cabana and Grasscity.

 

Addition of new stores and business combinations such as 2680495 Ontario Inc. (Canna Cabana Hamilton, Ontario), 102088460 Saskatchewan Ltd. (Canna Cabana Tisdale, Saskatchewan), Saturninus Partners (Canna Cabana Sudbury, Ontario), into the Company contributed $9,096 of the fourth quarter increase in revenue while existing businesses contributed $4,371.

 

Same-store retail revenue

 

The Company had 13 cannabis locations that were operational for full three months throughout the fourth quarter of fiscal 2020 and fourth quarter of fiscal 2019. For these 13 cannabis locations, same-store sales decreased by 9% compared to the fourth quarter of fiscal 2019. The decrease was primarily related to increased competition in Alberta for the fourth quarter of fiscal year 2020.

 

Gross Profit

 

For the fourth quarter of fiscal 2020, gross profit increased by 112% or $4,613 to $8,727 (2019: $4,114). The increase in gross profit was driven by an increase in sales volume and the optimization of sales costs. The gross profit margin decreased to 35% in the fourth quarter of fiscal 2020 (2019: 36%). The decrease in gross profit margin was driven primarily by the Company’s closure of the remaining Smoker’s Corner locations resulting in a one-time inventory write-off of $252 and a true up of a United States sales tax provision related to Grasscity in the amount $396. Adjusting for these items, gross margin for the fourth quarter of 2020 would have been 38%.

 

Operating Expenses

 

For the fourth quarter of fiscal 2020, operating expenses decreased by 29% or $3,146 to $7,594 (2019: $10,740). The decrease in operating expenses was driven by continued optimization of cost structure including a decrease in professional fees in the fourth quarter of fiscal 2020. The implementation of IFRS 16 resulted in further decrease to general and administrative expenses. During the fourth quarter of fiscal 2020, the Company received $191 in Canada Emergency Wage Subsidy, which further contributed to the decrease in operating expenses.

 

Adjusted EBITDA

 

Adjusted EBITDA increased by $9,594 to $3,626 in the fourth quarter of fiscal 2020 (2019: loss of $5,968).

 

10

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2020

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

EBITDA and Adjusted EBITDA

 

The Company defines EBITDA and Adjusted EBITDA as per the table below. It should be noted that these performance measures are not defined under IFRS and may not be comparable to similar measures used by other entities. The Company believes that these measures are useful financial metrics as they assist in determining the ability to generate cash from operations. Investors should be cautioned that EBITDA and Adjusted EBITDA should not be construed as an alternative to net earnings or cash flows as determined under IFRS. The reconciling items between net earnings, EBITDA, and Adjusted EBITDA are as follows:

 

  2020(1) 2019(2)
  Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1
Net Income (loss) (1,324) 3,827 (4,911) (3,946) (15,429) (3,724) (3,319) (3,820)
Income taxes (165) 316 163 (85) 2,998 (1,310) (1,166) (1,230)
Accretion and interest 573 2,456 2,529 1,734 1,676 1,040 231 36
Depreciation and amortization 2,213 1,771 1,544 1,269 478 462 275 186
EBITDA 1,297 8,370 (675) (1,028) (10,277) (3,532) (3,979) (4,828)
Gain on extinguishment of financial liability (505) - - - (129) - - -
Foreign exchange (64) 4 (17) (4) 49 (41) (39) 75
Transaction and acquisition costs 1,496 193 173 622 (36) - - 142
Impairment loss 458 - 247 - 4,820 - - -
Revaluation of derivative liability 706 67 125 (439) (732) - - -
Loss on settlement of convertible debenture 142 - - - - - - -
(Gain) Loss on extinguishment of debenture (418) (3,576) 186 - - - - -
Share-based compensation 29 2 71 27 180 207 590 1,232
Smoker’s Corner closure costs related to inventory 252 - - - - - - -
Revaluation of marketable securities - (1,663) 1,663 - - - - -
Related party balances written off - - - - 34 - - -
Gain on disposal of property and equipment - - - - - 2 - (2)
Discount on accounts receivable - - - - 87 (5) (58) (24)
Adjusted EBITDA 3,626 3,397 1,773 (822) (5,968) (3,369) (3,486) (3,441)

 

(1) Cash outflow for the lease liabilities during the three-months ended October 31, 2020 were $987, three-months ended July 31, 2020 were $783, three-months ended April 30, 2020 were $728 and $693 for three months ended January 31, 2020.
(2) Financial information for 2019 has not been restated for the adoption of IFRS 16.

 

Financial Position, Liquidity and Capital Resources

 

Assets

 

As at October 31, 2020, the Company had a cash balance of $7,524 (2019: $806).

 

Working capital including cash as at October 31, 2020 was a deficit of $8,183 (October 31, 2019: surplus $1,939). The change is mainly due to the maturity of convertible debt of $14,446 and related derivative liability of $764 being less than 12 months away as of October 31, 2020. During the first quarter of 2020, the Company secured a credit facility of up to $10,000 from Windsor Capital. During the second quarter of 2020, the Company agreed to sell the assets of KushBar and to Halo Labs for $5,700. During the third quarter of 2020, the Company restructured $10.8 million of debt into an interest free debenture due in 2025. These transactions, positive cash flow from operations, the acquisition of META Growth Corp. subsequent to the year-end, and the closing of a bought deal for gross proceeds of $23,000 subsequent to the year end, provide the Company enough liquidity for its working capital needs and to pursue its near-term expansion plan. As of the date of this MD&A, the Company has a cash balance of approximately $38,000.

 

11

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2020

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Total assets of the Company were $70,337 on October 31, 2020 compared to $40,743 on October 31, 2019. The increase in total assets is primarily due to an increase in intangible assets because of the acquisition of 2680495 Ontario Inc. (“2680495”), operating as a branded Canna Cabana store in Hamilton, Ontario, the acquisition of 102088460 Saskatchewan Ltd. (“102088460”) which operates a licensed retail cannabis store in Tisdale, Saskatchewan, and a 50% interest in Saturninus Partners, operating as branded Canna Cabana store in Sudbury, Ontario. Assets also increased due to capital asset additions and prepaid lease deposits due to the expansion during the period. The increase in total assets is also due to the recognition of right-of-use assets amounting to $16,413 because of the transition to IFRS 16 on November 1, 2019.

 

Liabilities

 

Total liabilities increased to $59,088 at October 31, 2020 compared to $31,336 on October 31, 2019 primarily due to the adoption of IFRS 16 on November 1, 2019. On adoption of IFRS 16, the Company recognized lease assets and liabilities in relation to leases previously classified as “operating leases” under the previous accounting standards. The remaining increase was due to convertible debentures of $6,158. The proceeds from convertible debenture were used for expansion and working capital.

 

Summary of Outstanding Share Data

 

The Company had the following securities issued and outstanding as at the date of this MD&A:

 

Securities (1) Units Outstanding
Issued and outstanding common shares 630,515,702
Warrants 148,175723
Stock options and RSUs 24,806,469
Convertible debentures 71,567,402

 

(1) Refer to the Company’s Consolidated Financial Statements for a detailed description of these securities.

 

Cash Flows

 

During the year ended October 31, 2020, the Company had an overall increase in cash of $6,718 (2019: decrease $7,392).

 

Total cash generated from operating activities was $6,590 for the year ended October 31, 2020 (2019: $14,833 cash used in operating activities). The increase in operating cash outflows is primarily driven by increase in revenue, cost optimization initiatives and adoption of IFRS 16. Cash used in investing activities was $3,303 (2019: $16,922) because of cash paid for the acquisitions of 2680495 and 102088460, net of the sale of marketable securities. Cash from financing activities was $3,431 (2019: $24,363) because of issuing convertible debentures and drawing on the Windsor Capital credit facility to facilitate business acquisitions, net of repayment of convertible debenture and lease payments.

 

Liquidity

 

In addition to cash and non-cash working capital discussed above, the Company secured a credit facility of up to $10,000 from Windsor Capital during the first quarter of 2020. The Company also agreed to sell the assets of KushBar retail cannabis stores to Halo Labs for amended proceeds of $5,700. On July 24, 2020, the Company entered into a debt restructuring agreement for $10,808 of the Company’s outstanding debt held by a key industry investor under an 8.5% senior unsecured convertible debenture issued in December 2018, to an interest free debenture due in 2025. The Company agreed to pay to the key investor certain structured installment payments over a period of over approximately three years, beginning on November 1, 2021. As well, subsequent to year end October 31, 2020, the Company acquired META Growth Corp. and closed a bought deal of $23,000. These transactions provide the Company enough liquidity for its working capital needs and to pursue its near-term expansion plan.

 

12

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2020

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Capital Management

 

The Company’s objectives when managing capital resources are to:

 

I.   Explore profitable growth opportunities.
II.   Deploy capital to provide an appropriate return on investment for shareholders.
III.   Maintain financial flexibility to preserve the ability to meet financial obligations; and
IV.   Maintain a capital structure that provides financial flexibility to execute on strategic opportunities.

 

The Company’s strategy is formulated to maintain a flexible capital structure consistent with the objectives stated above as well to respond to changes in economic conditions and to the risks inherent in its underlying assets. The Board of Directors does not establish quantitative return on capital criteria for management, but rather promotes year-over-year sustainable profitable growth. The Company is not subject to any externally imposed capital requirements. The Company’s capital structure consists of equity and working capital. To maintain or alter the capital structure, the Company may adjust capital spending, take on new debt and issue share capital. The Company anticipates that it will have adequate liquidity to fund future working capital, commitments, and forecasted capital expenditures through a combination of cash flow, cash-on-hand and financings as required.

 

Off Balance Sheet Transactions

 

The Company does not have any financial arrangements that are excluded from the Financial Statements as at October 31, 2020, nor are any such arrangements outstanding as of the date of this MD&A.

 

Transactions Between Related Parties

 

As at October 31, 2020, the Company had the following transactions with related parties as defined in IAS 24 – Related Party Disclosures, except those pertaining to transactions with key management personnel in the ordinary course of their employment and/or directorship arrangements and transactions with the Company’s shareholders in the form of various financing.

 

Financing transactions

 

As at October 31, 2019, the Company owed the non-controlling interest shareholder of KushBar Inc. $701.The loan carries no interest and was settled on December 10, 2019. Included in the convertible debenture issued on December 12, 2018, was an investment by CannaIncome Fund Corporation for a total subscription amount of $250, whose CEO is a director of the Company.

 

Operational transactions

 

An office and warehouse unit, approximately 27,000 square feet, has been developed by Grover Properties Inc., a company that is related through a common controlling shareholder and the President & CEO of the Company. The office and warehouse space were leased to High Tide to accommodate the Company’s operational expansion. The lease was established by an independent real estate valuations services company at prevailing market rates and has annual lease payments totalling $386 per annum. The primary lease term is five years with two additional five-year term extensions exercisable at the option of the Company. To facilitate the mortgage for the development of this unit, a loan guarantee of up to $1,500 has been provided by a subsidiary of High Tide Inc.

 

Subsequent events

 

i. On November 18, 2020, the Company closed the acquisition of Meta Growth Corp (“Meta Growth” or “META”). Pursuant to the terms of the Arrangement, holders of common shares of META (“META Shares”) received 0.824 (the “Exchange Ratio”) High Tide Shares for each META Share held. In total, High Tide acquired 237,941,274 META Shares in exchange for 196,063,610 High Tide Shares, resulting in former META shareholders holding approximately 45.0% of the total number of issued and outstanding High Tide Shares.
   
ii. On November 18, 2020, the Company extended the maturity date of $1.25 million of its convertible debentures originally due in December 2020 by 24 months in exchange for such debenture holders consenting to amend the conversion price of the debentures to $0.22 per common share of High Tide (“High Tide Share”). Also, High Tide has extended the maturity date of $1 million of its convertible debentures originally due in June 2021 on the same terms.

 

13

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2020

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

iii. On November 30, 2020, the Company has settled debt in the aggregate of $1,220 through the issuance of a total of 7,178,418 common shares in the capital of High Tide (the “HITI Shares”), consisting of: (i) 4,976,471 HITI Shares at a deemed price of $0.17 per HITI Share in connection with META’s semi-annual interest payment of $846 due and payable on November 30, 2020 owing to the holders of the 8.0% convertible secured senior debentures issued pursuant to the to the terms of the convertible denture indenture dated November 23, 2018 between TSX Trust Company (“TSXT”) and META, and the supplement debenture indenture dated November 16, 2020 between TSXT, META and the Company (the “Debenture holder Interest Obligation Shares”); (ii) 1,176,470 HITI Shares in aggregate to certain holders of unsecured convertible debentures of the Company, in satisfaction of the annual amount of interest due to the holders; (iii) 250,000 HITI Shares in aggregate to certain members of senior management of the Company; (iv) and 775,477 HITI Shares in aggregate to the independent members of the Board of Directors.
   
iv. On December 8, 2020, the Company also issued an aggregate of 1,124,999 common shares of High Tide (“Interest Shares”) to certain holders of unsecured convertible debentures of the Company, in satisfaction of the annual amount of interest due to the holders.
   
v. On December 14, 2020, the Company announced that, further to its news release dated January, 7, 2020, Windsor Private Capital (“Windsor”) has agreed to extend the maturity of its credit facility (the “Facility”) pursuant to a loan amendment agreement entered into between the parties on December 8, 2020. The Loan Amendment extends the maturity date by one year from December 15, 2020 to December 31, 2021 and a subsequent one-year extension moves the maturity date from December 31, 2021 to December 31, 2022. In addition, Windsor agreed to reduce the interest rate from 11.5% to 10.0% per annum. In addition, High Tide and Windsor have agreed to amend the terms of the warrants issued to Windsor on January 7, 2020 in connection with entering into the Facility. The Company issued to Windsor 58,823,529 warrants to purchase 58,823,529 Shares at a price per Share equal to 150% of the Conversion Price in effect on the date of exercise for a period of two years from the date of issuance. As of December 8, 2020, of the 58,823,529 Warrants only 35,294,117 Warrants have vested while the remaining 23,529,412 Warrants have not vested. The parties agreed to amend the Warrants to: (i) confirm that only 35,294,117 Warrants have vested, while the remaining 23,529,412 are no longer eligible to vest and are cancelled, (ii) set the exercise price at $0.255, (iii) remove the downward adjustment provisions relating to the exercise price, and (iv) extend the expiry to December 31, 2022.
   
vi. On January 4, 2021, the Company issued an aggregate of 833,332 common shares of High Tide (“Interest Shares”) to certain holders of unsecured convertible debentures of the Company, in satisfaction of the annual amount of interest due to the holders.
   
vii. On January 7, 2021, the Company’s wholly owned subsidiary, Meta Growth Corp. (“Meta”) reached a new agreement to extend the maturity of its credit facilities totaling $20,000 (the “Credit Facilities”) from Opaskwayak Cree Nation (“OCN”) to December 31, 2024 at a reduced rate of 10% per annum by removing the annual administration fee of 2.5%. In addition, the Company, Meta and OCN agreed to transition the remaining undrawn balance under the Credit Facilities, being $6,750, from Meta to the Company, whereby the Company will have the ability to draw down on the Remaining Credit Balance directly. As such, the Company and OCN have entered into a loan agreement with OCN for the Remaining Credit Balance, maturing December 31, 2024, which includes the same reduced interest rate of as the Credit Facilities.
   
viii. On January 25, 2021, the Company entered into an agreement to acquire all of the issued and outstanding shares of Smoke Cartel (“SC”) for US$8.0 Million, implying an approximate value of US$0.309 per SC Share, representing a premium of 33% to Smoke Cartel’s last closing share price of US$0.232 (Jan. 22, 2021). The consideration will be comprised of: (i) US$6.0 Million in common shares of High Tide (“HT Shares”) on the basis of a deemed price per HT Share equal to the volume weighted average price per HT Share on the TSX Venture Exchange for the 10 consecutive trading days preceding closing of the Transaction; and (ii) US$2.0 Million in cash. As a result of U.S. securities law considerations, significant Smoke Cartel shareholders have agreed to allow the Cash Consideration to be allocated first to Smoke Cartel’s shareholders generally, who will be paid fully in cash, using all or a portion of the Cash Consideration. Pursuant to the Acquisition Agreement, 25% of the Share Consideration will be placed in escrow for a period of 12 months from Closing. The Acquisition Agreement, 25% of the Share Consideration will be placed in escrow for a period of 12 months from Closing.
14

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2020

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

ix. On February 22, 2021, the Company closed of its previously announced “bought deal” short-form prospectus offering (the “Offering”) of units of the Company (the “Units”), including the exercise in full of the underwriters’ over-allotment option. The Offering was led by ATB Capital Markets Inc. and Echelon Wealth Partners Inc., together with Beacon Securities Limited and Desjardins Securities Inc. In connection with the Offering, the Company issued an aggregate of 47,916,665 Units at a price of $0.48 per Unit, for aggregate gross proceeds of $23,000. Each Unit is comprised of one common share of the Company (each, a “Common Share”) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional Common Share at an exercise price of $0.58, for a period of 36 months following the closing of the Offering. The TSX Venture Exchange has conditionally approved the listing of (i) the Common Shares and the Warrants issued pursuant to the Offering, and (ii) the Common Shares issuable upon the exercise of the Warrants, the broker warrants issued to the Underwriters, and the Warrants comprising the Units underlying such broker warrants.
   
x. During the month of January and February 2021 $29,225 of debt was converted into common shares. During the same period various holders of options and warrants have elected to exercise their respective instruments resulting in $3,422 of cash proceeds to the Company.

 

Financial Instruments

 

The Company’s activities expose it to a variety of financial risks. The Company is exposed to credit, liquidity, and market risk because of holding certain financial instruments. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance. Risk management is carried out by senior management in conjunction with the Board of Directors.

 

Financial instruments that subject the Company to credit risk consist primarily of cash, accounts receivable, marketable securities and loans receivable. The credit risk relating to cash and cash equivalents balance is limited because the counterparties are large commercial banks. The amount reported for trade receivable in the statement of financial position is net of expected credit loss and the net carrying value represents the Company’s maximum exposure to credit risk. Trade receivable credit exposure is minimized by entering into transactions with creditworthy counterparties and monitoring the age and balances outstanding on an ongoing basis. Sales to retail customers are required to be settled in cash or using major credit cards, mitigating credit risk.

 

The Company performs a regular assessment of collectability of accounts receivables. In determining the expected credit loss amount, the Company considers the customer’s financial position, payment history and economic conditions.

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company generally relies on funds generated from operations as well as debt and equity financings to provide sufficient liquidity to meet budgeted operating requirements and to supply capital to expand its operations.

 

Foreign currency risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company maintains cash balances and enters into transactions denominated in foreign currencies, which exposes the Company to fluctuating balances and cash flows due to variations in foreign exchange rates.

 

Outlook

 

With the transaction of META Growth having closed, the Company has solidified its leadership position in Canada. High Tide remains focused on the Ontario market. While pandemic restrictions are causing a delay in construction in much of the province, the Company is encouraged by the Alcohol and Gaming Commission of Ontario’s decision on February 16, 2021 to increase the pace of Retail Store Authorizations it issues from 20 to 30 a week. The Company expects to reach 30 open stores in the province by September 30, 2021, the date on which the cap for any one retailer can own is set to increase from 30 to 75.

 

15

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2020

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

While competition is increasing in the Alberta cannabis market, the Company has still been able to find pockets of areas where it believes it can profitably open new stores. With the slowdown in construction in Ontario, the Company has increased the pace of buildouts in Alberta and expects several locations to open in the province this month. The Company is also optimistic regarding the recent announcement by the Alberta Gaming and Liquor Commission, that it is considering recommending regulatory and legislative changes that will be favourable to licensed cannabis retailers. The Company is also in discussions regarding potential tuck in acquisitions of retail stores in Canada.

 

The Company has been actively following developments in the U.S. cannabis sector, and while it appears that further liberalisation regarding the federal regulatory and legislative environment is possible, our immediate strategy does not rely on regulatory change. Despite this, we remain just one transaction away from entering the bricks and mortar retail market in the U.S. when federally permissible. High Tide believes it is very well positioned to take advantage of the growing ancillary and hemp derived CBD markets and estimates its current revenue run rate in the U.S., pro forma for the Smoke Cartel acquisition, to be over $25 million today. The Company is in discussions with various parties across the federally permissible ecosystem in the U.S. which could help further expand its operations – and believes that its current financial health and application to list its shares on the Nasdaq may help accelerate its growth.

 

Risk Assessment

 

Management of High Tide defines risk as the evaluation of probability that an event might happen in the future that could negatively affect the financial condition, results of operations and/or reputation of the Company. The following section describes specific and general risks that could affect the Company. The following descriptions of risk do not include all possible risks as there may be other risks of which management is currently unaware.

 

Changes in Laws and Regulations

 

The Company is subject to a variety of applicable laws, including those relating to the marketing, acquisition, manufacturing, management, transportation, storage, sale, packaging and labeling, and disposal of cannabis and cannabis products. The Company is also subject to applicable laws relating to health and safety, the conduct of operations, taxation of products and the protection of the environment. As applicable laws pertaining to the cannabis industry are relatively new, it is possible that significant legislative amendments may still be enacted – either provincially or federally – that address current or future regulatory issues or perceived inadequacies in the regulatory framework. Changes to applicable laws could have a Material Adverse Effect.

 

The legislative framework pertaining to the Canadian adult-use cannabis market is subject to significant provincial and territorial regulation. The legal framework varies across provinces and territories and results in asymmetric regulatory and market environments. Different competitive pressures, additional compliance requirements, and other costs may also limit the Company’s ability to participate in such market.

 

Failure to Manage Growth Successfully

 

The Company’s business has grown rapidly in the last year. The Company’s growth places a strain on managerial, financial, and human resources. The Company will need to provide adequate operational, financial and management controls and reporting procedures to manage the continued growth in the number of employees, scope of operations and financial systems as well as the geographic area of operations. Expanding the business into new geographic areas requires the Company to incur costs, which may be significant, before any associated revenues materialize. Future growth beyond the next 12 months will depend upon several factors, including but not limited to the Company’s ability to:

 

  issue further equity and/or take on further debt to fund the completion of the Company’s expansion plans, including the build-out of new recreational cannabis stores and the expansion of its client base.
     
  hire, train, and manage additional employees to provide agreed upon services.
     
  execute on and successfully integrate acquisitions; and
     
  expand the Company’s internal management to maintain control over operations and provide support to other functional areas within High Tide.
16

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2020

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

High Tide’s inability to achieve any of these objectives could harm the Company’s business, financial condition, reputation, and operating results.

 

Dependence on Key Personnel

 

The success of High Tide is largely dependent on the performance of its key employees and directors. Failure to retain key employees and directors and to attract and retain additional key employees with necessary skills could have a material adverse impact on the Company’s growth and profitability. The departure of any key personnel could have a material adverse effect on the Company’s business, results of operations and financial condition.

 

Ancillary Business in the United States Cannabis Industry

 

The Company derives a portion of its revenues from the cannabis industry in certain States. The Company is not directly or indirectly engaged in the manufacture, importation, possession, use, sale, or distribution of cannabis in the recreational or medical cannabis industry in the U.S., however, the Company may be considered to have ancillary involvement in the U.S. cannabis industry. Due to the current Business and any future opportunities, the Company may become the subject of heightened scrutiny by regulators, stock exchanges and other authorities in Canada. As a result, the Company may be subject to significant direct or indirect interaction with public officials. There can be no assurance that this heightened scrutiny will not in turn lead to the imposition of certain restrictions on the Company’s ability to invest in the United States or any other jurisdiction, in addition to those described in this MD&A.

 

Significant Risk of Enforcement of U.S. Federal Laws

 

There can be no assurance that the U.S. federal government will not seek to prosecute cases involving cannabis businesses, including those of the Company, notwithstanding compliance with the securities laws of the applicable state of the United States. Such proceedings could have a Material Adverse Effect.

 

Further, violations of any U.S. federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions, or settlements arising from civil proceedings conducted by either the U.S. federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities or divestiture. This could have a Material Adverse Effect, including on its reputation and ability to conduct business, its ability to list its securities on stock exchanges, its financial position, its operating results, its profitability or liquidity or the value of its securities. In addition, the time of Management and advisors of the Company and resources that would be needed for the investigation of any such matters or their final resolution could be substantial.

 

Competition

 

The Company faces, and will continue to face, intense competition from other companies, some of which can be expected to have longer operating histories and greater financial resources (including technical, marketing, and other resources compared to the Company). Such companies may be able to devote greater resources to the development, promotion, sale and support of their respective products and services. Such companies may also have more extensive customer bases and broader customer relationships and may make it increasingly difficult for the Company to, among other things, enter into favorable business agreements, negotiate favourable prices, recruit or retain qualified employees, and acquire the capital necessary to fund capital investments by the Company.

 

In addition, Management estimates that, as of the date of this MD&A, there may be currently hundreds of applications for Retail Store Authorizations being processed by applicable cannabis regulatory authorities. The number of Authorizations granted, and the number of retail cannabis store operators ultimately authorized by applicable cannabis regulatory authorities, could have an adverse impact on the ability of the Company to compete for market share in the cannabis market within various jurisdictions in Canada. The Company also faces competition from illegal cannabis dispensaries, engaged in the sale and distribution of cannabis to individuals without valid Authorizations.

 

17

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2020

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Lastly, as the cannabis market continues to mature, both domestically and internationally, the overall demand for products and the number of competitors may be expected to increase significantly. Such increases may also be accompanied by shifts in market demand, and other factors that Management cannot currently anticipate, and which could potentially reduce the market for the products of the Company, and ultimately have a Material Adverse Effect.

 

To remain competitive in the evolving cannabis market, the Company will need to invest significantly in, among other things, research and development, market development, marketing, production expansion, new client identification, distribution channels, and client support. If the Company is not successful in obtaining sufficient resources to invest in these areas, the ability of the Company to compete in the cannabis market may be adversely affected, which could have a Material Adverse Effect.

 

Failure to Secure Retail Locations

 

One of the factors in the growth of the Company’s Cannabis retail business depends on the Company’s ability to secure attractive locations on terms acceptable to the Company. The Company faces competition for retail locations from its competitors and from operators of other businesses. There is no assurance that future locations will produce the same results as past locations.

 

Cyber Risks

 

The Company and its third-party services provider’s information systems are vulnerable to an increasing threat of continually evolving cybersecurity risks. These risks may take the form of malware, computer viruses, cyber threats, extortion, employee error, malfeasance, system errors or other types of risks, and may occur from inside or outside of the respective organizations. The operations of the Company depend, in part, on how well networks, equipment, information technology systems and software are protected against damage from several threats. The failure of information systems or a component of information system could, depending on the nature of any such failure, could have a material adverse effect on the Company’s, business, its reputation, results of operations and financial condition.

 

Epidemics and Pandemics (including COVID-19)

 

The Company faces risks related to health epidemics, pandemics, and other outbreaks of communicable diseases, which could significantly disrupt its operations and could have a Material Adverse Effect. In particular, the Company could be adversely impacted by the effects of COVID-19, an infectious disease caused by severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2). Since December 31, 2019, the outbreak of COVID-19 has led governments worldwide to enact emergency measures to combat the spread of the virus. These measures, which include, among other things, the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally, resulting in an economic slowdown. Such events may result in a period of business disruption, and in reduced operations, any of which could have a Material Adverse Effect.

 

As of the date of this MD&A, the duration and the immediate and eventual impact of COVID-19 remains unknown. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its industry partners. To date, several businesses have suspended or scaled back their operations and development as cases of COVID-19 have been confirmed, for precautionary purposes or as governments have declared a state of emergency or taken other actions. However, the exact extent to which COVID-19 impacts, or will impact the Business will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat COVID-19 (including recommendations from public health officials). In particular, the continued spread of COVID-19 globally could materially and adversely impact the Business, including without limitation, store closures or reduced operational hours or service methods, employee health, workforce productivity, reduced access to supply, increased insurance premiums, limitations on travel, the availability of experts and personnel and other factors that will depend on future developments beyond the Company’s control, which could have a Material Adverse Effect. There can be no assurance that the personnel of the Company will not be impacted by these pandemic diseases and ultimately see its workforce productivity reduced or incur increased costs because of these health risks. In addition, COVID-19 represents a widespread global health crisis that could adversely affect global economies and financial markets resulting in an economic downturn that could have a Material Adverse Effect.

 

18

 

 

High Tide Inc.

Management’s Discussion and Analysis

For the year ended October 31, 2020

(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

 

Licenses and Permits

 

The ability of the Company to continue the Business is dependent on the good standing of various Authorizations from time to time possessed by the Company and adherence to all regulatory requirements related to such activities. The Company will incur ongoing costs and obligations related to regulatory compliance, and any failure to comply with the terms of such Authorizations, or to renew the Authorizations after their expiry dates, could have a Material Adverse Effect.

 

Although Management believes that the Company will meet the requirements of applicable laws for future extensions or renewals of the applicable Authorizations, there can be no assurance that applicable governmental entities will extend or renew the applicable Authorizations, or if extended or renewed, that they will be extended or renewed on the same or similar terms. If the applicable governmental entities do not extend or renew the applicable Authorizations, or should they renew the applicable Authorizations on different terms, any such event or occurrence could have a Material Adverse Effect.

 

The Company remains committed to regulatory compliance. However, any failure to comply with applicable laws may result in additional costs for corrective measures, penalties, or restrictions on the operations of the Company. In addition, changes in applicable laws or other unanticipated events could require changes to the operations of the Company, increased compliance costs or give rise to material liabilities, which could have a Material Adverse Effect.

 

Cannabis Prices

 

A major part of the Company’s revenue is derived from the sale and distribution of cannabis in Canada, as such, the profitability of the Company may be regarded as being directly related to the price of cannabis. The cost of production, sale, and distribution of cannabis is dependent on several key inputs and their related costs, including equipment and supplies, labour and raw materials related to the growing operations of cannabis suppliers, as well other overhead costs such as electricity, water, and utilities. Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could have a Material Adverse Effect. Further, any inability to secure required supplies and services or to do so on favourable terms could have a Material Adverse Effect. This includes, among other things, changes in the selling price of cannabis and cannabis products set by the applicable province or territory. There is currently no established market price for cannabis and the price of cannabis is affected by numerous factors beyond the Company’s control. Any price decline could have a Material Adverse Effect.

 

The operations of the Company may be sensitive to changes in the price of cannabis and the overall condition of the cannabis industry.

 

Difficulty to Forecast

 

The Company relies, and will need to rely, largely on its own market research to forecast industry statistics as detailed forecasts are not generally obtainable, if obtainable at all, from other sources at this early stage of the adult-use cannabis industry. Failure in the demand for the adult-use cannabis products because of competition, technological change, change in the regulatory or legal landscape or other factors could have a Material Adverse Effect.

 

Political and Other Risks Operating in Foreign Jurisdictions

 

The Company has operations in various foreign markets and may have operations in additional foreign and emerging markets in the future. Such operations expose the Company to the socioeconomic conditions as well as the laws governing the controlled substances industry in such foreign jurisdictions. Inherent risks with conducting foreign operations include, but are not limited to, high rates of inflation; fluctuations in currency exchange rates, military repression, war or civil unrest, social and labour unrest, organized crime, terrorism, violent crime, expropriation and nationalization, renegotiation or nullification of existing Authorizations, changes in taxation policies, restrictions on foreign exchange and repatriation, and changes political norms, currency controls and governmental regulations that favour or require the Company to award contracts in, employ citizens of, or purchase supplies from, the jurisdiction.

 

19

EXHIBIT 99.142

 

Form 52-109FV1

Certification of Annual Filings

Venture Issuer Basic Certificate

 

I, Rahim Kanji, the Chief Financial Officer of High Tide Inc. (the “Issuer”), certify the following:

 

1. Review: I have reviewed the annual information form, if any, the annual financial statements and annual management’s discussion and analysis (together, the “Annual Filings”) of the Issuer for the financial year ended October 31, 2020.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the Annual Filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the Annual Filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the Annual Filings fairly present in all material respects the financial condition, financial performance and cash flows of the Issuer, as of the date of and for the periods presented in the Annual Filings.

 

Date: March 1, 2021.  
   
“Rahim Kanji”  
Rahim Kanji  
Chief Financial Officer  

 

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:

 

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the Issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Issuer’s GAAP.

 

The Issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

EXHIBIT 99.143

 

Form 52-109FV1

Certification of Annual Filings

Venture Issuer Basic Certificate

 

I, Harkirat (Raj) Grover, the Chief Executive Officer of High Tide Inc. (the “Issuer”), certify the following:

 

1. Review: I have reviewed the annual information form, if any, the annual financial statements and annual management’s discussion and analysis (together, the “Annual Filings”) of the Issuer for the financial year ended October 31, 2020.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the Annual Filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the Annual Filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the Annual Filings fairly present in all material respects the financial condition, financial performance and cash flows of the Issuer, as of the date of and for the periods presented in the Annual Filings.

 

Date: March 1, 2021.  
   
“Harkirat Grover”  
Harkirat (Raj) Grover  
Chief Executive Officer  

 

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:

 

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the Issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Issuer’s GAAP.

 

The Issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

EXHIBIT 99.144

 

 

FOR IMMEDIATE RELEASE

 

High Tide Reports 2020 Financial Results Featuring a 166% Increase in Revenue and Record Adjusted EBITDA of $8.0 Million

 

Calgary, AB, March 1, 2021 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (TSXV: HITI) (OTCQB: HITIF) (FRA:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, filed its year-end 2020 financial results on March 1, 2021, the highlights of which are included in this news release. The full set of Consolidated Financial Statements and Management’s Discussion and Analysis can be viewed by visiting High Tide’s website at www.hightideinc.com, its profile page on SEDAR at www.sedar.com.

 

The Company will host a conference call to discuss results at 8:30 am Eastern time on March 2, 2021.

 

2020 Fiscal Year – Financial Highlights:

 

Revenue increased by 118% to $24.9 million in the fourth quarter of 2020 and by 166% to $83.3 million for the year ended October 31, 2020. Note that the quarter does not include any contribution from META Growth Corp., the acquisition of which closed subsequent to the end of the quarter.
Gross profit increased by 112% to $8.7 million in the fourth quarter of 2020 and by 172% to $30.8 million for the year ended October 31, 2020.
Gross profit margin in the fourth quarter was 35%(*) and 37% for the fiscal year ended October 31, 2020.
Adjusted EBITDA(1) for the fourth quarter was $3.6 million and $8.0 million for the year ended October 31, 2020.
Geographically in the fourth quarter of 2020, $20.6 million of revenue was earned in Canada, $4.1 million in the United States and $0.2 million internationally. For the year ended October 31, 2020, $68.4 million of revenue was earned in Canada, $14.3 million in the United States and $0.6 million internationally.
Segment-wise in the fourth quarter of 2020, $22.6 million of revenue was generated by Retail, $2.2 million by Wholesale, and an immaterial amount by Corporate. For the year ended October 31, 2020, $75.0 million of revenue was generated by Retail, $7.9 million by Wholesale and $0.4 million by Corporate, which compares to $24 million, $6.69 million, and $0.6 million, respectively, for the previous year.
Cash on hand as at October 31, 2020 totaled $7.5 million. The Company’s cash balance has subsequently increased to approximately $38 million as of today.

 

“Despite the global slump in retail sales associated with the pandemic, and thanks to the tireless efforts of our team, we closed the year with approximately $8 million in Adjusted EBITDA making 2020 the best year in High Tide’s history,” said Raj Grover, President and Chief Executive Officer. “We continued to run our operations tightly, ending the year off with the record levels of revenue and Adjusted EBITDA. We are excited about our trajectory in the United States and continue to prioritize and look for opportunities in that market. Our integrated value chain which includes Cannabis Bricks & Mortar stores, e-commerce platforms for consumption accessories and hemp derived CBD products, along with manufacturing and distribution of licensed and proprietary consumption accessories, experienced sizeable growth on all fronts. We plan to continue to further strengthen our chain through organic growth and strategic acquisitions creating even more value for our shareholders. Since the end of the fiscal year, we have already nearly doubled our size in Canada with the closing of the META Growth acquisition. For the fiscal first quarter of 2021 we expect to report revenue in the range of $37 million to $38 million,” added Mr. Grover.

 

1

 

 

Fiscal Fourth Quarter 2020 – Operational Highlights:

 

In August 2020, the Company opened a Canna Cabana location in popular year-round tourist destination of Banff, Alberta.
In October 2020, META Growth shareholders overwhelmingly approved High Tide’s acquisition of META Growth.
Underscoring the strong bond to the Company’s brand, over 50% of the Company’s bricks and mortar revenue during the fiscal fourth quarter came from Cabana Club members.

 

Subsequent Events:

 

The Company completed the acquisition of all the issued and outstanding shares of Meta Growth Corp., after which it became the largest cannabis retailer in Canada as measured by revenue. As of the date of this news release, the Company’s portfolio includes a total of 72 branded retail cannabis locations in Ontario, Manitoba, Alberta, and Saskatchewan.
The Company’s common shares moved up to the TSX Venture Exchange.
Cannabis retail locations under the Canna Cabana and META banners which subsequent to the end of the year included: one in Guelph, Ontario, one in Toronto, and two in Calgary, Alberta.
The Company submitted an initial application to list on The Nasdaq Stock Market.
The Company extended the maturity date on a $10.0 million credit facility with Windsor Capital to December 31, 2021 with a subsequent one-year extension to December 31, 2022 and a reduction of interest rate from 11.5% to 10.0%.
The Company entered into a loan agreement for $6.75 million maturing on December 31, 2024 of an undrawn balance on a $20.0 million credit facility obtained through the acquisition of META Growth Corp. Additionally, the Company extended maturity of META’s existing debt to December 31, 2024 and a reduction of all-inclusive interest rate from 12.5% to 10.0%.
The Company entered into an agreement to acquire all the issued and outstanding shares of Smoke Cartel, Inc. (OTCQB: SMKC) for US$8.0 million.
The Company closed an oversubscribed bought deal equity financing for gross proceeds of $23 million.
After the year ended October 31, 2020, approximately $29 million of debt converted into the Company’s common shares.
Through the COVID-19 pandemic, all retail branded locations have remained operational, despite the complex conditions facing the retail industry across Canada. The Company has been nimble and adapted to frequently changing regulations – often at a municipal level – including launching delivery services to continue serving customers.

 

* The decrease in gross profit margin was driven primarily by the Company’s closure of the remaining Smoker’s Corner locations resulting in a one-time inventory write-off of $252 and a true up of a United States sales tax provision related to Grasscity in the amount $396. Adjusting for these items, gross margin for the fourth quarter of 2020 would have been 38%.

 

2

 

 

Selected financial information for the fourth quarter and year ended October 31, 2020:

 

(Expressed in thousands of Canadian Dollars)

 

   

Three Months Ended

October 31,

   

Year Ended

October 31,

 
   

2020

$

    2019
$
    %
Change
   

2020

$

    2019
$
    %
Change
 
Revenue     24,876       11,409       118 %     83,265       31,294       166 %
Gross profit     8,727       4,114       112 %     30,812       11,316       172 %
Total operating expenses     7,594       10,740       (29 %)     30,016       31,190       (4 %)
Adjusted EBITDA(a)     3,626       (5,968 )     NM       7,974       (16,264 )     NM  
Income (loss) from operations     1,133       (6,626 )     NM       796       (19,874 )     NM  
Net loss     (1,324 )     (15,428 )     (91 %)     (6,354 )     (26,292 )     (76 %)
Loss per share (basic)     (0.01 )     (0.07 )     (86 %)     (0.03 )     (0.13 )     (77 %)
Loss per share (diluted)     (0.01 )     (0.07 )     (86 %)     (0.03 )     (0.13 )     (77 %)

 

(a) Adjusted EBITDA is a non-IFRS financial measure.

 

NM – Not Meaningful

 

The following is a reconciliation of Adjusted EBITDA to Net Loss:

 

   

Three Months Ended

October 31,

   

Year Ended

October 31,

 
    2020     2019     2020     2019  
Net loss     (1,324 )     (15,429 )     (6,354 )     (26,292 )
Income taxes     (165 )     2,998       229       (708 )
Accretion and interest     573       1,676       7,292       2,983  
Depreciation and amortization     2,213       478       6,797       1,401  
EBITDA (1, 2)     1,297       (10,277 )     7,964       (22,616 )
Gain on extinguishment of financial liability     (505 )     (129 )     (505 )     (129 )
Foreign exchange     (64 )     49       (81 )     44  
Transaction and acquisition costs     1,729       -       2,717       106  
Impairment loss     458       4,820       705       4,820  
Revaluation of derivative liability     706       (732 )     459       (732 )
Loss on settlement of convertible debentures     142       -       142       -  
Gain on extinguishment of debenture     (418 )     -       (3,808 )     -  
Share-based compensation     29       180       129       2,209  
Costs related to closure of Smoker’s Corner     252       -       252       -  
Related party balances written off     -       34       -       34  
Discount on accounts receivable     -       87       -       -  
Adjusted EBITDA (1, 2)     3,626       (5,968 )     7,974       (16,264 )


 

(1) Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and Adjusted EBITDA. These measures do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. Non-IFRS measures provide investors with a supplemental measure of the Company’s operating performance and therefore highlight trends in Company’s core business that may not otherwise be apparent when relying solely on IFRS measures. Management uses non-IFRS measures in measuring the financial performance of the Company.

 

(2) Financial information for 2019 has not been restated for the adoption of IFRS 16. For the year ended October 31, 2020 the Company made $3,191 in lease payments.

 

3

 

 

Outlook

 

With the transaction of META Growth having closed, the Company has solidified its leadership position in Canada. High Tide remains focused on the Ontario market. While pandemic restrictions are causing a delay in construction in much of the province, the Company is encouraged by the Alcohol and Gaming Commission of Ontario’s decision on February 16, 2021 to increase the pace of Retail Store Authorizations it issues from 20 to 30 a week. The Company expects to reach 30 open stores in the province by September 30, 2021, the date on which the cap that any one retailer can own is set to increase from 30 to 75.

 

While competition is increasing in the Alberta cannabis market, the Company has still been able to find pockets of areas where it believes it can profitably open new stores. With the slowdown in construction in Ontario, the Company has increased the pace of buildouts in Alberta and expects several locations to open in the province this month. The Company is also optimistic regarding the recent announcement by the Alberta Gaming and Liquor Commission, that it is considering recommending regulatory and legislative changes that will be favourable to licensed cannabis retailers. The Company is also in discussions regarding potential tuck in acquisitions of retail stores in Canada.

 

The Company has been actively following developments in the U.S. cannabis sector, and while it appears that further liberalisation regarding the federal regulatory and legislative environment is possible, our immediate strategy does not rely on regulatory change. Despite this, we remain just one transaction away from entering the bricks and mortar retail market in the U.S. when federally permissible. High Tide believes it is very well positioned to take advantage of the growing ancillary and hemp derived CBD markets and estimates its current revenue run rate in the U.S., pro forma for the Smoke Cartel acquisition, to be over $25 million today. The Company is in discussions with various parties across the federally permissible ecosystem in the U.S. which could help further expand its operations – and believes that its current financial health and application to list its shares on the Nasdaq may help accelerate its growth.

 

Conference Call

 

The company will hold a conference call Tuesday, March 2nd, 2021 at 8:30 am EST. Call in details are as follows:

 

Dial-In Information

 

US/CANADA Participant Toll-Free Dial-In Number: (833) 570-1148

US/CANADA Participant International Dial-In Number: (914) 987-7095

Conference ID: 7898014

 

In order to join the conference call, all speakers and participants will be required to provide the Conference ID listed above.

 

Encore Replay Information (Available until March 9, 2020)

 

Toll-Free Encore Dial-In Number: (855) 859-2056

Encore Dial-In Number: (404) 537-3406

Conference ID: 7898014

 

In addition to the toll-free number listed above, participants can also dial (800) 585-8367 to access Encore.

 

4

 

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 72 branded retail cannabis locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide's retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide's strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB). 

 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com. 

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this news release are forward-looking information or forward-looking statements, including, but not limited to (i) the Company’s expectations to continue strengthening its value chain through organic growth and strategic acquisitions and creating more value for its shareholders; (ii) the Company’s expectation to report revenue in the range of $37 million to $38 million for the fiscal first quarter of 2021; (iii) the Alcohol and Gaming Commission of Ontario’s intentions to increase the pace of Retail Store Authorizations it issues from 20 to 30 a week, and to increase the cap of stores which any one retailer can own from 30 to 75 on September 30, 2021; (iv) the Company’s expectation to reach 30 open stores in Ontario by September, 30, 2021; (v) the Company’s expectations to profitably open new stores in Alberta, including several locations in the month of March, 2021; (vi) the Company’s continuing discussions regarding potential tuck in acquisitions of retail stores in Canada; (vii) the Company’s belief that is well positioned to take advantage of the growing ancillary and hemp derived CBD markets in the United States and estimates regarding its current revenue run rate in the United States, pro forma for the Smoke Cartel acquisition, to be over $25 million as of the date of this release; (viii) the Company’s expectations to further expand the Company’s operations in the United States through discussions with various parties across the federally permissible ecosystem in the United States (viii) the Company’s belief that its application to list its shares on the Nasdaq may accelerate the Company’s growth. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations, or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

5

 

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the Company’s ability to execute on its business plan and that the Company will have sufficient funds to execute on its strategic growth objectives in 2021, including to the ability of the Company to pursue and finance the potential acquisitions and new store openings referenced in this release; the Company’s ability to successfully list its shares on the Nasdaq; and that the Company will not be required to implement any measures to address unanticipated developments (including developments relating to COVID-19) affecting the Company’s business, which could adversely affect the Company’s proposed business plan. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

 

CONTACT INFORMATION

 

High Tide Inc.
Vahan Ajamian

Vice President, Capital Markets

ir@hightideinc.com

Tel. 1 (403) 770-9435; extension 116

 

 

6

 

Exhibit 99.145

 

High Tide Opens New Canna Cabana Store in Calgary’s Montgomery Neighbourhood

 

CALGARY, AB, March 4, 2021 /CNW/ – High Tide Inc. (“High Tide” or the “Company”) (TSXV: HITI) (OTCQB: HITIF) (FRA:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, announced today that the Canna Cabana retail store located at 4600 Bowness Road NW, in Calgary’s Montgomery neighbourhood, will begin selling recreational cannabis products for adult use as of tomorrow. This opening represents High Tide’s 73rd branded retail location across Canada selling recreational cannabis products and consumption accessories.

 

 

 

High Tide Inc - March 4, 2021 (CNW Group/High Tide Inc.)

 

“Construction has slowed in Ontario due to pandemic related restrictions, so we have taken steps to temporarily pivot towards ramping up the opening of new locations in other provinces until restrictions ease in Ontario,” said Raj Grover, President and Chief Executive Officer of High Tide. “As with all stores operating under the High Tide umbrella, this new location will follow our exclusive one-stop shop approach that allows consumers to purchase all of their cannabis and accessory needs under one roof,” added Mr. Grover.

 

The new Montgomery store, which is located just two kilometres from the University of Calgary campus, is part of the Company’s strategic plan to drive organic growth within Canada while pursuing acquisition opportunities that can be immediately accretive to shareholders. This strategy will be accelerated with the $23 million in additional capital recently made available to High Tide through the closing of its oversubscribed bought deal equity financing.

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 73 branded retail locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

 

 

 

Neither the TSX Venture Exchange (the “TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of High Tide to execute on its business plan and that High Tide will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. and KushBar Inc. businesses. High Tide considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward–looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

SOURCE High Tide Inc.

 

c   View original content to download multimedia: http://www.newswire.ca/en/releases/archive/March2021/04/c2030.html

 

%SEDAR: 00045217E

 

For further information: Omar Khan, Senior Vice President, Corporate and Public Affairs, omar@hightideinc.com, Tel. 1 (647) 985-4401

 

CO: High Tide Inc.

 

CNW 06:00e 04-MAR-21

 

 

 

 

EXHIBIT 99.146

 

 

 

FOR IMMEDIATE RELEASE

 

High Tide Issues Statement Related to Fraudulent

Use of Grasscity Website

 

CALGARY, March 5, 2021 /CNW/ – High Tide Inc. (“High Tide” or the “Company”) (TSXV: HITI) (OTCQB: HITIF) (FRA:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, released the following statement today:

 

“It has recently come to our attention that a company registered in China has fraudulently copied the website associated with our wholly owned subsidiary, Grasscity. We are taking this issue seriously and are exploring all appropriate legal actions. In the meantime, we urge our loyal customers to be vigilant and ensure that they only visit High Tide’s legitimate e-commerce platforms grasscity.com and cbdcity.com when making purchases related to consumption accessories and hemp-derived CBD products.”

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 73 branded retail locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Neither the TSX Venture Exchange (the “TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of High Tide to execute on its business plan and that High Tide will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. and KushBar Inc. businesses. High Tide considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

CONTACT INFORMATION

 

Omar Khan

Senior Vice President, Corporate and Public Affairs

omar@hightideinc.com

Tel. 1 (647) 985-4401

 

 

Exhibit 99.147

 

 

FOR IMMEDIATE RELEASE

 

High Tide Opens New Canna Cabana Store in Calgary’s Beltline Neighbourhood

 

CALGARY, March 8th, 2020 /CNW/ – High Tide Inc. (“High Tide” or the “Company”) (TSXV: HITI) (OTCQB: HITIF) (FRA:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, announced today that the Canna Cabana retail store located at Unit 1245 - 1230 11 Ave. SW, in Calgary’s Beltline neighbourhood, has begun selling recreational cannabis products for adult use. This opening represents High Tide’s 74th branded retail location across Canada selling recreational cannabis products and consumption accessories.

 

“While we aggressively pursue opportunities to expand the reach of our ancillary businesses in the United States and Europe, we also remain committed to growing our Canadian retail footprint,” said Raj Grover, President and Chief Executive Officer of High Tide. “As we continue to grow our presence in emerging markets, we intend to keep building on our Canadian momentum which is powered by our differentiated one-stop shop model that allows consumers to purchase all of their cannabis and accessory needs under one roof,” added Mr. Grover.

 

The new Beltline store, which is located within walking distance of Calgary’s Millenium Park, is part of the Company’s strategic plan to drive organic growth within Canada while pursuing acquisition opportunities in Canada, the United States, and Europe, that can be immediately accretive to shareholders.

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 74 branded retail locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Neither the TSX Venture Exchange (the “TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of High Tide to execute on its business plan and that High Tide will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. and KushBar Inc. businesses. High Tide considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

CONTACT INFORMATION

 

Omar Khan

 

Senior Vice President, Corporate and Public Affairs

 

omar@hightideinc.com

 

Tel. 1 (647) 985-4401

 

 

 

 

 

EXHIBIT 99.148

 

 

High Tide Opens 75th Branded Cannabis Retail Store in Canada

 

CALGARY, March 10th, 2021 /CNW/ – High Tide Inc. (“High Tide” or the “Company”) (TSXV: HITI) (OTCQB: HITIF) (FRA:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, announced today that the Canna Cabana retail store located at Unit 115 – 8835 MacLeod Trail SW, in Calgary’s Haysboro neighbourhood, has begun selling recreational cannabis products for adult use. This opening represents High Tide’s 75th branded retail location across Canada selling recreational cannabis products and consumption accessories.

 

“This new store is part of our plan to organically expand our Canadian retail footprint in underserviced neighbourhoods. This differentiated strategy allows us to continue growing retail revenue while protecting against increased competition,” said Raj Grover, President and Chief Executive Officer of High Tide. “While organic growth remains an essential part of our growth plan in Canada, we continue to pursue strategic acquisition targets in the United States and internationally that can be immediately accretive to shareholders. We look forward to sharing further news in this regard soon,” added Mr. Grover.

 

The new Haysboro store is situated in a prime commercial real estate location within walking distance of major banks, restaurants, and grocery stores.

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 75 branded retail locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Neither the TSX Venture Exchange (the “TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

 

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of High Tide to execute on its business plan and that High Tide will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch, Liquor, Gaming and Cannabis Authority of Manitoba, Alcohol and Gaming Commission of Ontario or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. and KushBar Inc. businesses. High Tide considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

 

CONTACT INFORMATION

 

Omar Khan

Senior Vice President, Corporate and Public Affairs

omar@hightideinc.com

Tel. 1 (647) 985-4401

 

 

 

EXHIBIT 99.149

 

 

 

 

 

TABLE OF CONTENTS

 

ANNUAL INFORMATION FORM   1
MARKET AND INDUSTRY DATA   1
CAUTIONARY STATEMENTS   1
CERTAIN DOCUMENTS INCORPORATED BY REFERENCE   4
GLOSSARY OF TERMS   5
CORPORATE STRUCTURE   10
GENERAL DEVELOPMENT OF THE BUSINESS   13
DESCRIPTION OF THE BUSINESS   19
REGULATORY OVERVIEW   24
U.S. CANNABIS-RELATED ACTIVITIES DISCLOSURE   30
RISK FACTORS   37
DIVIDENDS AND DISTRIBUTIONS   37
DESCRIPTION OF CAPITAL STRUCTURE   37
MARKET FOR SECURITIES   40
ESCROWED SECURITIES   42
DIRECTORS AND OFFICERS   42
PROMOTERS   46
LEGAL PROCEEDINGS AND REGULATORY ACTIONS   46
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS   47
TRANSFER AGENTS AND REGISTRARS   47
MATERIAL CONTRACTS   47
INTERESTS OF EXPERTS   47
AUDIT COMMITTEE   47
ADDITIONAL INFORMATION   48
SCHEDULE “A” - NON-EXHAUSTIVE LIST OF RISK FACTORS   49
SCHEDULE “B” - AUDIT COMMITTEE CHARTER   64

 

 

 

 

ANNUAL INFORMATION FORM

 

This Annual Information Form is dated as of March 5, 2021 (the “AIF Date”), and unless otherwise indicated, the information contained herein is dated as of the last day of the most recently completed financial year of High Tide Inc. ended October 31, 2020 (the “Fiscal Year-End Date”).

 

In this Annual Information Form, unless otherwise indicated or if the context otherwise requires, (i) “High Tide” means High Tide Inc., and where the context so requires, includes its predecessors, and (ii) the “Company”, “we”, “us” and “our” means, collectively, High Tide Inc. and its Subsidiaries, together with their respective predecessors (where the context so requires). All financial information and all dollar amounts in this Annual Information Form are prepared in Canadian dollars, unless otherwise indicated, and in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

 

MARKET AND INDUSTRY DATA

 

This Annual Information Form may include market, industry data, and statistical information that has been obtained from third party sources, including industry publications. Market, industry data, and statistical information are subject to variations and cannot be verified with complete certainty due to, among other things, limits on the availability and reliability of raw data at any particular point in time, the voluntary nature of the data gathering process or other limitations and uncertainties inherent in any statistical survey. Further, third party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information.

 

Although High Tide believes that market and industry data included in this Annual Information Form is accurate and that its estimates and assumptions are reasonable, there can be no assurance as to the accuracy or completeness of such data. Except as may be reasonable in the circumstances, High Tide has not taken additional steps to independently verify any of the data from third-party sources referred to in this Annual Information Form or ascertained the underlying economic assumptions relied upon by such sources. Accordingly, readers are cautioned not to place undue reliance on the market and industry data included in this Annual Information Form. Except as required by Applicable Securities Laws, the Company does not intend, and does not assume any obligation, to update or revise any such information or data, whether as a result of new information, future events or otherwise.

 

CAUTIONARY STATEMENTS

 

Certain statements contained in this Annual Information Form, and in the documents incorporated by reference in this Annual Information Form, constitute “forward-looking information” and “forward-looking statements” (together, “forward-looking statements”) within the meaning of Applicable Securities Laws and are based on assumptions, expectations, estimates and projections as at the AIF Date. Forward-looking statements relate to future events or future performance and reflect Management’s expectations or beliefs regarding future events. In certain cases, forward-looking statements can be identified by the use of words 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 statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology.

 

Forward-looking statements in this Annual Information Form and in documents incorporated by reference herein include, but are not limited to, statements with respect to:

 

the Company’s business objectives and milestones and the anticipated timing of, and costs in connection with, the execution or achievement of such objectives and milestones (including, without limitation, the proposed acquisition of Smoke Cartel Inc.);

 

the Company’s future growth prospects and intentions to pursue one or more viable business opportunities;

 

the development of the Company’s business and future activities following the AIF Date;

 

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expectations relating to market size and anticipated growth in the jurisdictions within which the Company may from time to time operate or contemplate future operations;

 

expectations with respect to economic, business, regulatory and/or competitive factors related to the Company or the cannabis industry generally;

 

the impact of COVID-19 on the Company’s current and future operations;

 

the market for the Company’s current and proposed product offerings, as well as the Company’s ability to capture market share;

 

the Company’s strategic investments and capital expenditures, and related benefits;

 

the distribution methods expected to be used by the Company to deliver its product offerings;

 

the competitive landscape within which the Company operates and the Company’s market share or reach;

 

the performance of the Business and the operations and activities of the Company;

 

the number of additional cannabis retail store locations the Company proposes to add to the Business;

 

the Company’s ability to generate cash flow from operations and from financing activities;

 

the scheduled hearing by the Court of Queen’s Bench of Alberta with respect to the Application;

 

the Company’s intention to pursue a listing of the Common Shares on the Nasdaq Exchange, including the timing thereof;

 

the Company’s ability to obtain, maintain, and renew or extend, applicable Authorizations, including the timing and impact of the receipt thereof;

 

the realization of cost savings, synergies or benefits from the Company’s recent and proposed acquisitions (including, without limitation, the proposed acquisition of Smoke Cartel Inc.), and the Company’s ability to successfully integrate the operations of any business acquired within the Business;

 

the Company’s intention to devote resources to the protection of its intellectual property rights, including by seeking and obtaining registered protections and developing and implementing standard operating procedures; and

 

the anticipated annual sales from continuing operations for the financial year of High Tide ending October 31, 2021.

 

Forward-looking statements are subject to certain risks and uncertainties. Although Management believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements.

 

2

 

 

Importantly, forward-looking statements are estimates reflecting Management’s current expectations and beliefs, and are based upon certain assumptions that Management believes to be reasonable based on the information currently available to Management, including, but not limited to, the assumptions that: (a) current and future Management will abide by the business objectives and strategies from time to time established by the Company, (b) High Tide will retain and supplement its Board and Management, or otherwise engage consultants and advisors, having knowledge of the industries (or segments thereof) within which the Company may from time to time participate, (c) the Company will have sufficient working capital and the ability to obtain the financing required in order to develop the Business and continue operations, (d) the Company will continue to attract, develop, motivate and retain highly qualified and skilled consultants and/or employees, as the case may be, (e) no adverse changes will be made to the regulatory framework governing cannabis, taxes and all other applicable matters in the jurisdictions in which the Company conducts the Business and any other jurisdiction in which the Company may from time to time conduct the Business, (f) the Company will be able to generate cash flow from operations, including, through the distribution and sale of cannabis and cannabis products, (g) the Company will be able to execute on its business strategy, as in place from time to time, (h) the Company will be able to meet the requirements necessary to obtain and/or maintain Authorizations required to conduct the Business, (i) general economic, financial market, regulatory and political conditions in the jurisdictions within which the Company operates from time to time will remain the same, (j) the Company will be able to compete in, and remain competitive within, the cannabis space, (k) the Company will be able to effectively manage anticipated and unanticipated costs, (l) the Company will be able to maintain internal controls over financial reporting and disclosure, and procedures in order to ensure compliance with applicable Laws, (m) current and future economic conditions, including the impact of COVID-19, will not negatively affect the Company and the Business, (n) cannabis prices will not decline materially, (o) the Company will be able to conduct its operations in a safe, efficient and effective manner, and (p) general market conditions will be favourable with respect to the Company’s future plans and goals.

 

By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Some of the risks that could cause results to differ materially from those expressed in forward-looking statements in this Annual Information Form and in documents incorporated by reference herein include:

 

the Company’s inability to attract and retain qualified members of Management to grow the Business and its operations;

 

unanticipated changes in economic and market conditions (including changes resulting from COVID-19) or in applicable Laws;

 

the impact of the publications of inaccurate or unfavourable research by securities analysts or other third parties;

 

the Company’s failure to complete future acquisitions or enter into strategic business relationships;

 

interruptions or shortages in the supply of cannabis from time to time available to support the Company’s operations from time to time;

 

unanticipated changes in the cannabis industry in the jurisdictions within which the Company may from time to time conduct its business and operations, including the Company’s inability to respond or adapt to such changes;

 

the Company’s inability to secure or maintain favourable lease arrangements or the required Authorizations necessary to conduct the Business and operations and meet its targets;

 

the Company’s inability to secure desirable retail cannabis store locations on favourable terms;

 

risks relating to projections of the Company’s operations; and

 

the Company’s inability to effectively manage unanticipated costs and expenses, including costs and expenses associated with product recalls and judicial or administrative proceedings against the Company.

 

Readers are cautioned that the foregoing list of factors are not exhaustive. The Company provides 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, and, in evaluating these forward-looking statements, readers should specifically consider various factors, including the risks outlined under the heading “Risk Factors”, which may cause actual results to differ materially from the results, performance or achievements of the Company expressed or implied by any forward-looking statements.

 

3

 

 

The forward-looking statements contained herein are made as of the AIF Date, and except as required by Applicable Securities Laws, the Company does not intend, and does not assume any obligation, to update these forward-looking statements.

 

CERTAIN DOCUMENTS INCORPORATED BY REFERENCE

 

The following documents filed by High Tide with the Canadian securities regulatory authorities are specifically incorporated by reference into, and form an integral part of, this Annual Information Form: (i) the 2019 Information Circular, and (ii) the 2020 Information Circular.

 

Any statement contained in this Annual Information Form or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Annual Information Form, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed in its unmodified or superseded form to constitute part of this Annual Information Form.

 

Copies of the documents incorporated by reference in this Annual Information Form may be obtained upon request in writing or by telephone from Garfinkle Biderman LLP, legal counsel to High Tide, without charge at 1 Adelaide Street East, Suite 801, Toronto, Ontario, M5C 2V9 (Telephone: 416-869-1234) or from the Company by e-mail, without charge, at ir@hightideinc.com. These documents are also available under High Tide’s profile on SEDAR at www.sedar.com.

 

4

 

 

GLOSSARY OF TERMS

 

The following is a glossary of certain terms used in this Annual Information Form. Words importing the singular, where the context requires, include the plural and vice versa, and words importing any gender include all genders.

 

2014 Cole Memorandum” has the meaning ascribed thereto under “U.S. Cannabis-Related Activities Disclosure - History of Legal Developments in the U.S. Cannabis Industry - The Cole Memorandums”.

 

2014 Farm Bill” means the Agricultural Act of 2014 (United States), including any regulations promulgated thereunder, as amended.

 

2018 Debenture Indenture” means the debenture indenture dated December 12, 2018 and entered into

between High Tide and Capital Transfer Agency, ULC.

 

2018 Farm Bill” means the Agriculture Improvement Act of 2018 (United States), including any regulations promulgated thereunder, as amended.

 

2019 Information Circular” means the information circular of High Tide dated June 18, 2019, prepared in connection with the annual and special meeting of the shareholders of High Tide held on July 24, 2019.

 

2020 Information Circular” means the information circular of High Tide dated June 19, 2020, prepared in connection with the annual and special meeting of the shareholders of High Tide held on July 30, 2020.

 

ABCA” means the Business Corporations Act (Alberta), including any regulations promulgated thereunder, as amended.

 

AGCO” means the Alcohol and Gaming Commission of Ontario.

 

AGLC” means the Alberta Gaming, Liquor and Cannabis Commission.

 

AIF Date” has the meaning ascribed thereto under “Annual Information Form”.

 

Amended Halo Labs APA” means the amended and restated asset purchase agreement dated September 1, 2020 and entered into by High Tide and Halo Labs Inc., as the same may be amended, restated, modified or supplemented from time to time.

 

Annual Information Form” means this annual information form of High Tide for the financial year of High Tide ended October 31, 2020, dated March 5, 2021.

 

Applicable Securities Laws” means, as applicable, the securities legislation, securities regulation and securities rules, and the policies, notices, instruments and blanket orders of each Canadian securities regulator having the force of applicable Law and in force from time to time.

 

Application” has the meaning ascribed thereto under “Legal Proceedings and Regulatory Actions - Legal Proceedings”.

 

Approval Committee” has the meaning ascribed thereto under “Description of Capital Structure – Stock Options”.

 

Arrangement” means the statutory plan of arrangement completed by High Tide and Old Meta Growth pursuant to the ABCA, in accordance with the terms of the Arrangement Agreement.

 

Arrangement Agreement” means the arrangement agreement dated August 20, 2020 and entered into by and between Old Meta Growth and High Tide, as the same may be amended, restated, modified or supplemented from time to time.

 

ATB Continuing Guarantee” means the continuing guarantee dated November 13, 2018 and executed by Smoker’s Corner in favour of ATB Financial, guaranteeing certain indebtedness of Grover Properties Inc., as the same may be amended, restated, modified or supplemented from time to time.

 

Audit Committee” means the audit committee of the Board, as constituted from time to time.

 

Authorizations” means, collectively, all consents, licenses, registrations, permits, authorizations, permissions, orders, approvals, clearances, waivers, certificates, and declarations issued, granted, given or otherwise made available by or under the authority of any Government Entity or pursuant to any requirement under applicable Law;

 

5

 

 

Board” means the board of directors of High Tide, as constituted from time to time.

 

Bought Deal Offering” has the meaning ascribed thereto under “General Development of the Business – Developments subsequent to the Financial Year ended October 31, 2020”.

 

Business” means the business carried on by High Tide and its Subsidiaries as at AIF Date, and where the context so requires, includes the business carried on by High Tide and its Subsidiaries prior to the AIF Date.

 

Cabanalytics” has the meaning ascribed thereto under “General Development of the Business – Developments during the Financial Year ended October 31, 2020”.

 

Canna Cabana” means Canna Cabana Inc., a wholly-owned Subsidiary of High Tide formed under the ABCA on November 1, 2020, pursuant to articles of amalgamation filed in respect of the amalgamation of Old Canna Cabana and Canna (SK).

 

Canna (SK)” means Canna Cabana (SK) Inc., a former, wholly-owned Subsidiary of High Tide incorporated under the ABCA, which amalgamated with Old Canna Cabana, on November 1, 2020, to form Canna Cabana.

 

Cannabis” or “cannabis” means the plant Cannabis sativa L.

 

Cannabis Act” means the Cannabis Act (Canada), including any regulations promulgated thereunder, as amended.

 

Cannabis Regulations” means the Cannabis Regulations (Canada), including any regulations promulgated thereunder, as amended.

 

Cannabis Laws” means, all applicable State, provincial, municipal, and/or federal legislation and regulations governing cannabis, cannabis paraphernalia, cannabis products, cannabis accessories, cannabis extracts, and activities related thereto in the United States, Canada and other jurisdictions in which the Company operates the Business, together with any successor legislation and regulations thereto, and for greater certainty, includes the Cannabis Act and the Cannabis Regulations.

 

CBD” means Industrial Hemp-based cannabidiol.

 

Cole Memorandum” has the meaning ascribed thereto under “U.S. Cannabis-Related Activities Disclosure - History of Legal Developments in the U.S. Cannabis Industry - The Cole Memorandums”.

 

Common Shares” means the common shares in the capital of High Tide.

 

Company”, “we”, “us” and “our” has the meaning ascribed thereto under “Annual Information Form”.

 

Compensation Committee” means the compensation committee of the Board, as constituted from time to time.

 

Corporate Governance and Nominating Committee” means the corporate governance and nominating committee of the Board, as constituted from time to time.

 

COVID-19” means the Coronavirus disease 2019, an infectious disease caused by severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2).

 

CSE” means the Canadian Securities Exchange.

 

Famous Brandz” means Famous Brandz Inc., a former, wholly-owned Subsidiary of High Tide incorporated under the OBCA, which was continued under the ABCA on October 29, 2020, and subsequently, amalgamated with RGR Canada, on November 1, 2020, to form Valiant Canada.

 

6

 

 

First Expression of Interest Application Lottery” means means the lottery conducted by the AGCO on January 11, 2019, for the allocation of one of the 25 limited opportunities to apply for a Retail Store Authorization to operate a cannabis retail store in the Province of Ontario.

 

Fiscal Year-End Date” has the meaning ascribed thereto under “Annual Information Form”.

 

forward-looking statements” has the meaning ascribed thereto under “Cautionary Statements”.

 

Governmental Entities” means: (a) any international, multi-national, national, federal, provincial, territorial, State, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, commissioner, minister, cabinet, governor in council, ministry, agency or instrumentality, domestic or foreign, including, for greater certainty, the AGCO, the Saskatchewan Liquor and Gaming Authority, the LGCA, and the AGLC, (b) any subdivision or authority of any of the foregoing, (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (d) any stock exchange, including, for greater certainty, the TSXV.

 

Grasscity Entities” means, together, SJV B.V. and SJV2 B.V.

 

High Tide” means High Tide Inc., a corporation incorporated under the ABCA, and where the context so requires, includes its predecessors.

 

High Tide Debt Restructuring” has the meaning ascribed thereto under “General Development of the Business – Developments during the Financial Year ended October 31, 2020”.

 

High Tide Debt Restructuring Agreement” means the debt restructuring agreement dated July 23, 2020 and entered into by and among High Tide and the High Tide Key Investor in connection with the High Tide Debt Restructuring, as the same may be amended, restated, modified or supplemented from time to time.

 

High Tide Key Investor” means the counterparty to the High Tide Debt Restructuring and a key industry investor operating at arm’s length from High Tide.

 

IFRS” has the meaning ascribed thereto under “Annual Information Form”.

 

Industrial Hemp” means Cannabis and any part of that plant (including the seeds thereof), and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a THC concentration of not more than 0.3% on a dry weight basis.

 

KushBar” means KushBar Inc., a wholly-owned Subsidiary of High Tide incorporated under the ABCA.

 

KushBar SPA” means the share purchase agreement dated December 10, 2019 and entered into by and among High Tide and 2651576 Ontario Inc., as the same may be amended, restated, modified or supplemented from time to time.

 

Laws” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended, unless expressly specified otherwise, and for greater certainty, includes Cannabis Laws.

 

LGCA” means the Liquor, Gaming and Cannabis Authority of Manitoba.

 

Licensed Producers” means any Person duly authorized by Health Canada pursuant to applicable Laws to engage in the cultivation, production, growth and/or distribution of cannabis.

 

Management” means the management of High Tide, as constituted from time to time.

 

Manitoba Limited Partnerships” has the meaning ascribed thereto under “Corporate Structure – Intercorporate Relationships”.

 

7

 

 

Material Adverse Effect” means a material adverse effect on the business, the properties, assets, liabilities (including contingent liabilities), results of operations, financial performance, financial condition, or the market and trading price of the securities, of High Tide and its Subsidiaries, taken as a whole.

 

Meta Growth” means Meta Growth Corp., a wholly-owned Subsidiary of High Tide incorporated under the ABCA, as constituted following the completion of the Arrangement.

 

Nasdaq Exchange” means the Nasdaq Stock Market.

 

Non-Exhaustive List of Risk Factors” has the meaning ascribed thereto under “Risk Factors”.

 

OBCA” means the Business Corporations Act (Ontario), including any regulations promulgated thereunder, as amended.

 

Old Canna Cabana” means Canna Cabana Inc., a former, wholly-owned Subsidiary of High Tide incorporated under the ABCA, which amalgamated with Canna (SK), on November 1, 2020, to form Canna Cabana.

 

Old Meta Debentures” means the convertible debentures of Old Meta Growth issued under the debenture indenture dated November 23, 2018, entered into by and between Old Meta Growth and TSX Trust Company, as trustee for the holders thereof.

 

Old Meta Growth” means Meta Growth Corp., a corporation incorporated under the ABCA, as constituted prior to the completion of the Arrangement.

 

Old Meta Options” means the incentive stock options of Old Meta Growth.

 

Old Meta RSU” means a restricted share unit of Old Meta Growth.

 

Old Meta Share” means the common shares in the capital of Old Meta Growth.

 

Old Meta Warrants” means the common share purchase warrants of Old Meta Growth.

 

Options” means the incentive stock options of High Tide granted pursuant to the Stock Option Plan.

 

Person” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative or government (including any Governmental Entity), syndicate or other entity, whether or not having legal status.

 

Retail Store Authorizations” means, collectively, the Authorizations required in order to engage in the retail sale and distribution of adult-use cannabis and cannabis products at licensed premises.

 

RGR Canada” means RGR Canada Inc., a former, wholly-owned Subsidiary of High Tide incorporated under the ABCA, which amalgamated with Famous Brandz, on November 1, 2020, to form Valiant Canada.

 

RSU” has the meaning set out in “Description of Capital Structure – RSUs”.

 

RSU Plan” has the meaning set out in “Description of Capital Structure – RSUs”.

 

Second Debentures Offering Tranche 1” has the meaning ascribed thereto under “General Development of the Business – Developments during the Financial Year ended October 31, 2019”.

 

Secured Debenture” means the secured convertible debentures of High Tide.

 

Sessions Memorandum” means the U.S. Department of Justice Memorandum issued by former Attorney General James Jeff Sessions on January 4, 2018.

 

Share Split” has the meaning ascribed thereto under “Corporate Structure – Name, Address and Incorporation”.

 

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Smoker’s Corner” means Smoker’s Corner Ltd., a wholly-owned Subsidiary of High Tide incorporated under the ABCA.

 

Special Warrants” means the special warrants of High Tide, issued pursuant to the special warrant indenture dated August 22, 2018 and entered into by and between High Tide and AST Trust Company (Canada).

 

Special Warrants Offering Tranche 1” has the meaning ascribed thereto under “General Development of the Business – Developments during the Financial Year ended October 31, 2018”.

 

Staff Notice 51-352” means Staff Notice 51-352 (Revised) – Issuers with U.S. Marijuana-Related Activities.

 

State” means a state in the United States.

 

Stock Option Plan” means the 10% rolling stock option plan of High Tide, as amended from time to time.

 

Subsidiary” means a Person that is controlled directly or indirectly by another Person and includes a subsidiary of that subsidiary.

 

Supremacy Clause” means the supremacy clause in Article VI of the U.S. Constitution.

 

TSXV” means the TSX Venture Exchange.

 

Unit” has the meaning ascribed thereto under “General Development of the Business – Developments during the Financial Year ended October 31, 2018”.

 

Unsecured Debentures” means the unsecured convertible debentures of High Tide.

 

United States” or “U.S.” means the United States of America and its territories and possessions.

 

U.S. CSA” means the Controlled Substance Act of 1970 (United States).

 

Valiant Canada” means Valiant Distributions Canada Inc., a wholly-owned Subsidiary of High Tide formed under the ABCA on November 1, 2020, pursuant to articles of amalgamation filed in respect of the amalgamation of RGR Canada and Canna (SK).

 

Warrants” means the common share purchase warrants of High Tide.

 

Windsor” means Windsor Private Capital.

 

Windsor Credit Facility” has the meaning ascribed thereto under “General Development of the Business – Developments during the Financial Year ended October 31, 2020”.

 

Windsor Loan Agreement” means the senior secured loan agreement dated January 6, 2020 and entered into by and among High Tide and Windsor, as the same may be amended, restated, modified or supplemented from time to time.

 

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CORPORATE STRUCTURE

 

Name, Address and Incorporation

 

High Tide was incorporated under the ABCA on February 8, 2018, under the name “High Tide Ventures Inc.” Effective October 4, 2018, High Tide amended its articles of incorporation and changed its name to “High Tide Inc.” On October 4, 2018, High Tide also amended its articles of incorporation and completed a share split of its then outstanding pre-split Common Shares (the “Share Split”), on the basis of 2.76 post-split Common Shares for each one (1) pre-split Common Share issued and outstanding.

 

The head and registered office of High Tide is located at Unit 112, 11127 - 15 Street N.E., Calgary, Alberta, T3K 2M4.

 

High Tide is a reporting issuer in the provinces of British Columbia, Alberta, Ontario, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador, as well as the North West Territories, Yukon, and Nunavut. The Common Shares are listed on the TSXV, under the trading symbol “HITI”, on the Frankfurt Stock Exchange, under the trading symbol “2LY”, and on the OTCQB Venture Market, under the trading symbol “HITIF”.

 

Intercorporate Relationships

 

As at the AIF Date, High Tide has 12 direct, wholly-owned Subsidiaries (including Meta Growth), and 1 indirect, majority-owned Subsidiary. High Tide also holds a 50% direct interest in Saturninus Partners, a general partnership existing under the Laws of the Province of Ontario.

 

Meta Growth, a wholly-owned Subsidiary of High Tide, has 14 direct, wholly-owned Subsidiaries, 6 indirect, majority-owned Subsidiaries, and 2 indirect, minority-owned Subsidiaries. In addition, Meta Growth holds a 49% direct interest in NAC Northern Alberta Limited Partnership, a limited partnership existing under the Laws of the Province of Alberta, as well as an indirect, 51% interest in NAC Northern Alberta Limited Partnership, and an indirect, 51% interest in each of 4 limited partnerships existing under the Laws of the Province of Manitoba (collectively, the “Manitoba Limited Partnerships”).

 

As at the AIF Date, High Tide operates the Business through the following 9 wholly-owned Subsidiaries:

 

Valiant Canada, a wholly-owned Subsidiary of High Tide formed under the ABCA on November 1, 2020, pursuant to articles of amalgamation filed in respect of the amalgamation of RGR Canada and Famous Brandz, both of which were wholly-owned Subsidiaries of High Tide.

 

Canna Cabana, a wholly-owned Subsidiary of High Tide formed under the ABCA on November 1, 2020, pursuant to articles of amalgamation filed in respect of the amalgamation of Old Canna Cabana and Canna (SK), both of which were wholly-owned Subsidiaries of High Tide.

 

KushBar, a wholly-owned Subsidiary of High Tide incorporated under the ABCA on January 9, 2018.

 

HT Global Imports Inc., a wholly-owned Subsidiary of High Tide incorporated under the ABCA on February 7, 2019.

 

Valiant Distributions Inc., a wholly-owned Subsidiary of High Tide incorporated under the Laws of the State of Delaware on April 6, 2019.

 

2680495 Ontario Inc., a wholly-owned Subsidiary of High Tide incorporated under the OBCA on February 11, 2019.

 

Smoker’s Corner, a wholly-owned Subsidiary of High Tide incorporated under the ABCA on July 22, 2009.

 

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High Tide Inc. B.V., a wholly-owned Subsidiary of High Tide incorporated under the Laws of the Netherlands on November 20, 2018.

 

Meta Growth, a wholly-owned Subsidiary of High Tide incorporated under the ABCA on June 18, 2015.

 

The following chart sets out the material intercorporate relationships of High Tide, as at the AIF Date:

 

 

 

Note: (1) Saturninus Partners is a general partnership established in the Province of Ontario, in which High Tide holds a direct 50% interest.

 

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The following chart sets out the material intercorporate relationships of Meta Growth, a wholly-owned Subsidiary of High Tide, as at the AIF Date:

 

 

 

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GENERAL DEVELOPMENT OF THE BUSINESS

 

The following is a description of the general development of the Business during the last three (3) financial years of High Tide ended October 31, 2018, 2019 and 2020. High Tide was incorporated on February 8, 2018, and prior to such date (and the completion of the corporate reorganizations described below), (i) Smoker’s Corner, and each of RGR Canada and Famous Brandz, had commenced their respective business operations, in the ordinary course, and their respective businesses were each at a semi-developed stage, and (ii) KushBar and Old Canna Cabana did not have any active business operations, and were preparing to commence their respective business operations.

 

Developments during the Financial Year ended October 31, 2018

 

February 28, 2018: High Tide completed a corporate reorganization, whereby High Tide acquired: (a) all of the issued and outstanding common shares and preferred shares of RGR Canada, and in exchange, issued an aggregate of 51,257,144 Common Shares to the former shareholders of RGR Canada, and (b) all of the issued and outstanding common shares and preferred shares of Smoker’s Corner, and in exchange, issued an aggregate of 56,382,855 Common Shares to the former shareholders of Smoker’s Corner. In connection with the acquisition of RGR Canada, 22,564,420 Common Shares were issued to Harkirat (Raj) Grover, the President, Chief Executive Officer, and a director of High Tide, 22,564,420 Common Shares were issued to Roza Grover, Mr. Grover’s spouse, and 6,128,304 Common Shares were issued to the Grover Family Trust, a non-arm’s length entity to Mr. Grover. In connection with the acquisition of Smoker’s Corner, 50,358,603 Common Shares were issued to Mr. Grover, and 6,024,252 Common Shares were issued to the Grover Family Trust.

 

April 30, 2018: High Tide completed a corporate reorganization, whereby High Tide acquired all of the issued and outstanding common shares of Famous Brandz, and in exchange, issued an aggregate of 30,324,120 Common Shares to the former shareholders of Famous Brandz. Harkirat (Raj) Grover, the President, Chief Executive Officer, and a director of High Tide, directly and indirectly, held 50% of the issued and outstanding share capital of Famous Brandz prior to the acquisition.

 

April 18, 2018 to April 30, 2018: High Tide completed a non-brokered private placement offering, pursuant to which High Tide issued an aggregate of 10,225,800 Common Shares at a price of $0.362 per Common Share for gross proceeds of $3,705,000. In connection with the offering, High Tide granted, to a certain qualified finder, Warrants to purchase up to 670,680 Common Shares at a price of $0.362 per Common Share for a period of 24 months from the date of issuance.

 

August 22, 2018: High Tide completed a brokered private placement offering of 17,911,459 Special Warrants at a price of $0.50 per Special Warrant, for aggregate gross proceeds of $8,955,729 (the “Special Warrants Offering Tranche 1”). The Special Warrants were issued on a private placement basis pursuant to prospectus exemptions under Applicable Securities Laws. Each Special Warrant entitled the holder thereof to acquire, without additional payment, one (1) unit of High Tide (each, a “Unit”), with each Unit comprised of one (1) Common Share and one-half of one (0.5) Warrant. Each whole Warrant entitled the holder thereof to acquire one (1) Common Share at an exercise price of $0.3246 for 24 months following the date on which the Common Shares are listed and posted for trading on the CSE.

 

October 2, 2018: High Tide completed a brokered private placement offering of 18,817,015 Special Warrants at a price of $0.50 per Special Warrant, for aggregate gross proceeds of $9,408,508. The Special Warrants were issued on a private placement basis pursuant to prospectus exemptions under Applicable Securities Laws, and had characteristics identical to the Special Warrants issued pursuant to the Special Warrants Offering Tranche 1.

 

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Developments during the Financial Year ended October 31, 2019

 

December 13, 2018: High Tide completed a brokered private placement of Unsecured Debentures at a price of $1,000 per Unsecured Debenture, for gross proceeds of $11,330,000. The Unsecured Debentures were issued pursuant to the terms of the 2018 Debenture Indenture. The Unsecured Debentures bear interest at a rate of 8.5% per annum, with interest payable on the last business day of each calendar quarter, and are convertible into Common Shares at a conversion price of $0.75 per Common Share and mature two (2) years from the closing date of the offering. The Unsecured Debentures are unsecured obligations of High Tide and rank pari passu in right of payment of principal and interest with all existing and future unsecured senior indebtedness of High Tide.

 

December 17, 2018: The Common Shares commenced trading publicly on the CSE, under the trading symbol “HITI”.

 

December 19, 2018: High Tide completed the acquisition of all of the issued and outstanding shares of the Grasscity Entites. The Grasscity Entities operate a premier online store for consumption accessories and lifestyle products in Amsterdam, the Netherlands, under the name “Grasscity.com”. The acquisition was completed at an aggregate purchase price of approximately $10,632,000, of which approximately $3,047,000 was satisfied through the issuance of 8,410,470 Common Shares.

 

January 31, 2019: The Common Shares commenced trading publicly on the Frankfurt Stock Exchange, under the trading symbol “2LY”.

 

February 4, 2019: High Tide entered into an arrangement with one of the winners selected in the First Expression of Interest Application Lottery to apply for a Retail Store Authorization to operate a cannabis retail store in the Province of Ontario. Pursuant to the arrangement with the first winner, which marked the beginning of the Company’s expansion into the Province of Ontario, High Tide agreed to support the winner with the establishment and operation of a retail cannabis store in the City of Sudbury, Ontario.

 

February 12, 2019: High Tide entered into an arrangement with a second winner selected in the First Expression of Interest Application Lottery to apply for a Retail Store Authorization to operate a cannabis retail store in the Province of Ontario. Pursuant to the arrangement with the second winner, High Tide agreed to support the second winner with the establishment and operation of a retail cannabis store in the City of Hamilton, Ontario.

 

March 21, 2019: High Tide entered into an arrangement with a third winner selected in the First Expression of Interest Application Lottery to apply for a Retail Store Authorization to operate a cannabis retail store in the Province of Ontario. Pursuant to the arrangement with the third winner, High Tide agreed to support the third winner with the establishment and operation of a retail cannabis store within the City of Toronto, Ontario.

 

April 22, 2019: High Tide completed the first tranche of a non-brokered private placement of Unsecured Debentures at a price of $1,000 per Unsecured Debenture, for gross proceeds of $8,360,000 (the “Second Debentures Offering Tranche 1”). The Unsecured Debentures bear interest at a rate of 10% per annum, with interest for the applicable year payable upfront in Common Shares, based on the volume weighted average trading price of the Common Shares on the CSE during the 10 trading days prior to, as applicable, the closing date or the issuance date. The Unsecured Debentures are convertible into Common Shares at a conversion price of $0.75 per Common Share and mature two (2) years from the closing date of the offering. The Unsecured Debentures are unsecured obligations of High Tide and rank pari passu in right of payment of principal and interest with all of the existing and future unsecured indebtedness of High Tide. In connection with the Second Debentures Offering Tranche 1, High Tide issued an aggregate of 11,146,667 Warrants to subscribers in the offering. Each Warrant entitled the holder thereof to acquire one (1) Common Share at an exercise price of $0.85 per Common Share during a period of 24 months following the date of issuance.

 

May 24, 2019: High Tide completed the acquisition of Dreamweavers Cannabis, a leading retail cannabis store and e-commerce business operating in Swift Current, Saskatchewan. The consideration for the acquisition was satisfied through (a) a cash payment in the amount of $1,550,00 to the vendors, and (b) the issuance, to the vendors, of 3,100,000 Special Warrants. Pursuant to the agreement entered into by the parties in connection with the acquisition of Dreamweavers Cannabis, a portion of the consideration, in the amount of $300,000, was deferred, to be paid over the course of five years, in equal instalments on each anniversary of the closing date. Upon closing of the transaction, the Special Warrants automatically converted into an equivalent number of Common Shares, and 1,550,000 Warrants, in each case at no additional cost to the vendors. Each Warrant is exercisable at an exercise price of $0.75 per High Tide Share, during a period of 24 months following the date of issuance.

 

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June 17, 2019: High Tide completed the second tranche of a non-brokered private placement of Unsecured Debentures, at a price of $1,000 per Unsecured Debenture, for gross proceeds of $3,200,000. The Unsecured Debentures were issued on a private placement basis pursuant to prospectus exemptions under Applicable Securities Laws, and had characteristics identical to the Unsecured Debentures issued pursuant to the Second Debentures Offering Tranche 1. In connection with the Offering, High Tide issued an aggregate of 4,266,667 Warrants to subscribers in the offering. Each Warrant entitled the holder thereof to acquire one (1) Common Share at an exercise price of $0.85 per Common Share during a period of 24 months following the date of issuance.

 

July 23, 2019: High Tide entered into a five (5) year lease, with an option to extend the term, for a warehouse facility of approximately 25,000 square feet in Las Vegas, Nevada (the “Nevada Warehouse”) to serve as the Company’s primary storage and distribution hub in the United States. The Nevada Warehouse, which serves as a shipping hub to customers of the Grasscity e-commerce website who are based in the United States, marked a pivotal point in the expansion of the wholesale segment of the Business.

 

Developments during the Financial Year ended October 31, 2020

 

December 12, 2019: High Tide acquired the remaining 49.9% interest (the “Minority Interest”) in High Tide’s then majority-owned Subsidiary, KushBar, pursuant to the terms of the Kushbar SPA. Following the completion of the acquisition of the Minority Interest, KushBar became a wholly-owned Subsidiary of High Tide. The consideration for the Minority Interest was satisfied by the issuance, to 2651576 Ontario Inc., of a Secured Debenture in the principal amount of approximately $700,000 (and due 24 months from the date of issuance) and the issuance of 2,645,503 Common Shares. The outstanding principal amount under the Secured Debenture is convertible, at the holder’s option, before the maturity date into Common Shares at a price of $0.25 per Common Share. The Secured Debenture does not bear any interest until the maturity date, whereupon, any principal amount outstanding will bear interest at a rate of 10% per annum until repaid.

 

January 1, 2020: High Tide launched its proprietary data analytics service platform (“Cabanalytics”), which provides High Tide with a deep understanding of consumer behaviours and preferences. Cabanalytics serves as a new revenue stream by providing consumer and product insights to Licensed Producers and other companies supporting the cannabis sector. High Tide continues to develop the program with a number of Licensed Producers and other market participants.

 

January 6, 2020: High Tide entered into the Windsor Loan Agreement, and secured a senior secured, non-revolving term credit facility in the amount of up to $10,000,000 (the “Windsor Credit Facility”). The Windsor Credit Facility provided High Tide with immediate access to an initial $6,000,000, and subject to satisfaction of certain conditions, will provide High Tide with access to an additional $4,000,000. Amounts drawn down under the Windsor Credit Facility bear interest at a rate of 11.5% per annum, with interest payable monthly in arrears on the last day of each calendar month. Provided that certain conditions are satisfied, the Windsor Credit Facility will automatically extend for an additional one year term. The principal amount advanced under the Windsor Credit Facility is convertible, during its term at any time after an initial 6 month hold period, and at Windsor’s option, into Common Shares at a conversion price of $0.17 (subject to downward adjustments in certain instances). In connection with the Windsor Credit Facility, High Tide also issued to Windsor 58,823,529 Warrants. The Warrants are subject to vesting, with 35,294,117 Warrants having vested as of the date of this Annual Information Form, and the remaining Warrants having been cancelled and rendered null and void. Each Warrant entitles the holder thereof, following the vesting date applicable to such Warrant, to acquire one Common Share at an exercise price equal to 150% of the conversion price per Common Share provided for in the Windsor Loan Agreement in respect of the principal amount advanced thereunder, for a period of two years from the date of issuance. See also “Developments subsequent to the Financial Year ended October 31, 2020” below for further details on certain amendments to the Windsor Credit Facility.

 

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January 24, 2020: High Tide completed the acquisition of a 100% interest in 2680495 Ontario Inc., the operator of a Canna Cabana branded retail cannabis store in the City of Hamilton, Ontario. As consideration for the acquisition, High Tide paid to the vendor $2,097,816 in cash and issued to the vendor 4,761,904 Common Shares. Following the completion of the acquisition, 2680495 Ontario Inc. became a wholly-owned Subsidiary of High Tide.

 

January 27, 2020: High Tide acquired a 50% interest in Saturninus Partners, the operator of a Canna Cabana branded retail cannabis store in the City of Sudbury, Ontario. As consideration for the acquisition, High Tide issued to a nominee of the partners of Saturninus Partners an aggregate of 5,319,149 Common Shares, as well as 2,500,000 Warrants. Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $0.40 per share for a period of two years from the date of issuance.

 

February 21, 2020: High Tide completed the acquisition of a retail cannabis store currently operating in Tisdale, Saskatchewan (the “Tisdale Store”) as licensed by the Saskatchewan Liquor and Gaming Authority. The consideration paid to acquire the Tisdale Store was comprised of $219,000 in cash, $500,000 in the form of a promissory note due six months from the time of closing of the transaction, and 5,000,000 Common Shares having a fair value of $975,000.

 

July 23, 2020: High Tide completed a debt restructuring transaction with the High Tide Key Investor (the “High Tide Debt Restructuring”), as part of which, the parties amended and restated an 8.5% senior Unsecured Debenture issued by High Tide in December 2018 to the High Tide Key Investor (the “Original Debenture”). Pursuant to the High Tide Debt Restructuring, in consideration of High Tide’s agreement to pay to the High Tide Key Investor certain structured installment payments over a period of over approximately three years, beginning on November 1, 2021, the parties agreed to (a) amend the Original Debenture into a secured convertible debenture of High Tide (the “Amended Debenture”) in the principal amount of $10,807,500 (the “Deferred Amount”), (b) extended the maturity date of the Amended Debenture to January 1, 2025, (c) amend the conversion price such that the Deferred Amount is convertible into High Tide Shares at a conversion price of $0.425 per Common Share, and (d) amend the interest provisions such that the Deferred Amount will not bear any interest until maturity, with the portion of the Deferred Amount outstanding on maturity bearing interest on and from the maturity date at a rate of 8.5% per annum. High Tide’s obligations under the Amended Debenture are secured by the assets of High Tide and certain of its Subsidiaries pursuant to a subordinated security interest (ranking behind the senior creditors of High Tide) granted in favour of the High Tide Key Investor and such other persons who may from time to time become a party to the security agreement entered into by the parties in connection with the High Tide Debt Restructuring.

 

August, 20, 2020: High Tide entered into the Arrangement Agreement with Old Meta Growth, pursuant to which High Tide agreed to acquire all of the issued and outstanding Old Meta Shares. See “Meta Growth Acquisition” below for further details on the Arrangement

 

September 1, 2020, High Tide entered into the Amended Halo Labs APA, pursuant to which High Tide has agreed to sell its three operating KushBar retail cannabis stores to Halo Kushbar Retail Inc., a wholly owned Subsidiary of Halo Labs Inc., for aggregate consideration of $5.7 million. The consideration for the acquisition was comprised of (a) an initial deposit of $3,500,000, paid in common shares in the capital of Halo Labs Inc., (b) a convertible promissory note in the amount of $1,800,000, with the principal amount thereof convertible in to common shares in the capital of Halo Labs Inc. at a conversion price of $0.16 per common share, and (c) a convertible promissory note to be issued by Halo Labs Inc. to High Tide on the 12 month anniversary of the closing date, in the principal amount of $400,000 (with the principal amount thereof convertible in to common shares in the capital of Halo Labs Inc. at a conversion price of $0.16 per common share, provided that certain revenue thresholds are met). The Amended Halo Labs APA amended an asset purchase agreement previously entered into by the parties in February 2020.

 

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September 13, 2020: High Tide extended the term of a $2,000,000 loan (bearing interest at an interest rate of 12% per annum) which High Tide had previously obtained from an arm’s length third party pursuant to a loan agreement dated September 4, 2019. Under the terms of an amending agreement entered into by High Tide and the lender, the parties agreed to extend the maturity of the loan until September 30, 2021. The parties also entered into a warrant exchange agreement wherein 1,600,000 Warrants previously issued to the lender in consideration for the loan (and having an exercise price of $0.85 per Common Share) were terminated and High Tide issued to the lender 1,600,000 new Warrants having an exercise price of $0.30 per Common Share and expiring on September 30, 2021.

 

Developments subsequent to the Financial Year ended October 31, 2020

 

December 14 2020: Windsor and High Tide entered into an amendment agreement (the “Windsor Loan Amending Agreement”) in respect of the Windsor Loan Agreement, pursuant to which Windsor agreed to (a) extend the maturity date of the Windsor Loan Agreement by one (1) year, to December 31, 2021 (with an ability to extend for a further one (1) year period, to December 31, 2022, upon meeting certain specified conditions), and (b) reduce the interest rate applicable to the Windsor Loan Agreement, from 11.5% to 10.0% per annum. In addition, Windsor and High Tide agreed to amend the terms of the 58,823,529 Warrants (the “Windsor Warrants”) issued to Windsor on January 7, 2020 in connection with the Windsor Loan Agreement (each such Windsor Warrant entitles the holder thereof to purchase one (1) Common Share at a price per Common Share equal to 150% of the conversion price in effect on the date of the exercise of the Warrants for a period of two (2) years from the date of issuance). The amendment (a) confirms that only 35,294,117 Windsor Warrants have vested as at the date of the amendment, (b) confirms that the remaining 23,529,412 Windsor Warrants are cancelled and rendered null and void, (c) fixes the exercise price per each outstanding Windsor Warrant at $0.255, (d) removes certain the downward adjustment provisions in respect of the said exercise price, and (e) extends the expiry date of the Windsor Warrants that have not been cancelled to December 31, 2022.

 

January 6, 2021: Meta Growth, High Tide’s wholly-owned Subsidiary, entered into two loan amending agreements (together, the “OCN Amending Agreement”) with Opaskwayak Cree Nation (“OCN”) to extend the maturity of certain credit facilities of Meta Growth, totaling $20,000,000 (the “Meta Growth Credit Facilities”) to December 31, 2024, and remove an annual administration fee of 2.5% applicable to the Meta Growth Credit Facilities. Prior to the amendments, the Meta Growth Credit Facilities partially matured on December 31, 2022, and obligated Meta Growth to pay interest at a rate of 10.0% per annum (on amounts withdrawn under the Meta Growth Credit Facilities) and an annual administration fee of 2.5%. In addition, pursuant to the OCN Amending Agreement, Meta Growth and OCN agreed to transition the remaining undrawn balance under the Meta Growth Credit Facilities, in the amount of $6,750,000 (the “Remaining OCN Credit Balance”), from Meta Growth to High Tide, granting High Tide the ability to draw down on the Remaining OCN Credit Balance directly. High Tide and OCN have entered into a loan agreement for the Remaining OCN Credit Balance (the “Remaining OCN Credit Facility”), which facility matures on December 31, 2024, and accrues interest on amounts withdrawn at an interest rate of 10.0% per annum. High Tide’s obligations under the Remaining OCN Credit Facility are secured by the assets of High Tide and certain of its Subsidiaries, pursuant to a subordinated security interest (ranking behind the senior creditors of High Tide and the applicable Subsidiaries) granted in favour of OCN and such other persons who may, from time to time, become a party to the security agreement.

 

January 25, 2021: High Tide entered into a definitive agreement and plan of merger (the “Smoke Cartel Acquisition Agreement”) with Smoke Cartel Inc., one of the leading online retailers of consumption accessories, including glass water pipes and vaporizers, as well as CBD products (Industrial-Hemp derived) in the U.S. Pursuant to the Smoke Cartel Acquisition Agreement, High Tide agreed to acquire all of the issued and outstanding shares of Smoke Cartel Inc. (the “Smoke Cartel Shares”) for aggregate gross consideration of US$8,000,000, with (i) US$6,000,000 payable in Common Shares, at a deemed price per Common Share equal to the volume weighted average price per Common Share on the TSXV for the ten (10) consecutive trading days prior to the closing date (the “Share Consideration”), and (ii) US$2,000,000 payable in cash (the “Cash Consideration”). In light of certain U.S. securities Law considerations, the significant shareholders of Smoke Cartel Inc. have agreed to allocate the Cash Consideration to the shareholders of Smoke Cartel Inc., generally, with such shareholders expected to be paid fully in cash, using all or a portion of the Cash Consideration. The Smoke Cartel Acquisition Agreement stipulates that 25% of the Share Consideration will be placed in escrow for a period of 12 months from closing. The closing of the transaction is subject to customary closing conditions, including the receipt of Authorizations, subject to which, the transaction is expected to be completed in March 2021.

 

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February 22, 2021: High Tide completed a bought deal short-form prospectus offering (the “Bought Deal Offering”) of Units (including the exercise in full of the underwriters’ over-allotment option), in connection with which High Tide issued an aggregate of 47,916,665 Units at a price of $0.48 per Unit, for aggregate gross proceeds of $22,999,999.20. Each Unit was comprised of one Common Share and one half of one Warrant. Each whole Warrant entitles the holder thereof to purchase one additional Common Share at an exercise price of $0.58, for a period of 36 months following the closing date of the offering. Effective February 25, 2021, the Warrants issued pursuant to the Bought Deal Offering began trading on the TSXV under the symbols “HITI.WR”.

 

Meta Growth Acquisition

 

On November 17, 2020, High Tide and Old Meta Growth completed the Arrangement in accordance with the terms of an arrangement agreement dated August 20, 2020 and entered into by and between Old Meta Growth and High Tide (the “Arrangement Agreement”). Pursuant to the Arrangement, High Tide acquired all of the issued and outstanding Old Meta Shares in exchange for a consideration of 0.824 Common Share for each one (1) Old Meta Share issued and outstanding prior to the Arrangement. As a result of the Arrangement, Meta Growth became a wholly-owned Subsidiary of High Tide. Old Meta Growth was delisted from the TSXV on the close of trading on November 18, 2020.

 

Following the completion of the Arrangement:

 

Each issued and outstanding Old Meta Warrant and Old Meta Option that had not been exercised prior to closing of the Arrangement, became exercisable into Common Shares, with each holder thereof being entitled to receive, upon exercise, such number of Common Shares as the holder would have received pursuant to the Arrangement if, immediately prior to the effective time of the Arrangement, such holder had exercised such Old Meta Warrant or Old Meta Option, as the case may be, for Old Meta Shares and subsequently exchanged such Old Meta Shares for Common Shares under the Arrangement. In connection with the completion of the Arrangement, an aggregate of 48,636,422 Old Meta Warrants previously listed on the TSXV under the symbol “META.WT” were delisted from the TSXV. The delisted Old Meta Warrants were relisted for trading as an aggregate of 40,076,412 Warrants (such number being the number of Old Meta Warrants adjusted on the basis of the exchange ratio applicable under the Arrangement) on the TSXV under the symbol “HITI.WT”, with such warrants to remain listed on the TSXV until the earlier of their exercise, expiry or delisting.

 

Old Meta Debentures that had not been converted prior to closing of the Arrangement, continued as debt obligations of Meta Growth (but are convertible into Common Shares). The Old Meta Debentures were delisted from the TSXV in connection with the Arrangement, and were relisted for trading as Unsecured Debentures on the TSXV under the symbol HITI.DB”, with such Unsecured Debentures to remain listed on the TSXV until the earlier of their conversion, maturity, or delisting.

 

Each holder of an Old Meta RSU that had not vested prior to closing of the Arrangement, became entitled to receive, upon vesting, such number of Common Shares which the holder would have been entitled to receive pursuant to the Arrangement if such Old Meta RSUs had vested immediately prior to completion of the Arrangement and such holder had subsequently exchanged the number of Old Meta Shares to which such holder would have been entitled upon such vesting for Common Shares pursuant to the Arrangement.

 

Nasdaq Listing

 

In December 2020, High Tide announced its intention to pursue an additional listing of the Common Shares on the Nasdaq Exchange, as part of its capital markets initiative, with the goal of enhancing shareholder value.

 

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As at the AIF Date, High Tide has filed a standard-form listing application with the Nasdaq Exchange, in respect of the proposed listing of the Common Shares. High Tide is required to register the Common Shares under the Securities Exchange Act of 1934 (United States), as amended, by filing a registration statement on Form 40-F with the U.S. Securities and Exchange Commission.

 

High Tide is expected to become a reporting company within the U.S. upon the Form 40-F registration statement being declared effective, which is expected to occur concurrently with the listing on the Nasdaq Exchange. As at the AIF Date, High Tide continues to work with its Canadian and U.S. legal counsel and is in the process of filing the Form 40-F registration statement, which is expected to be completed in calendar Q1, 2021, subject to there being no delays in the Nasdaq Exchange’s review of listing application. In particular, although the Nasdaq Exchange is expected to begin its review of High Tide’s listing application once High Tide has filed the Form 40-F registration statement, High Tide has been advised by its U.S. legal counsel that, as a result of normal-course backlogs and delays in the Nasdaq Exchange’s review of listing applications, the Nasdaq Exchange’s complete review process could take up to 5 months.

 

In order to be listed on the Nasdaq Exchange, High Tide must meet the Nasdaq Exchange’s minimum listing requirements, one of which requires High Tide to have the required stockholders equity. High Tide is currently in the process of assessing its ability to satisfy this requirement together with its Canadian and U.S. legal counsel. In connection with the proposed listing of the Common Shares on the Nasdaq Exchange, High Tide may be required to undertake a reorganization of its capital structure in order to meet the minimum share price requirements of the Nasdaq Exchange, and may in order to give effect thereto, undertake a consolidation of the issued and outstanding Common Shares, if and to the extent necessary.

 

Any listing of the Common Shares on the Nasdaq Exchange remains subject to the satisfaction of all applicable listing requirements of the Nasdaq Exchange, and applicable regulatory requirements. There can be no assurance as to the successful listing of the Common Shares on the Nasdaq Exchange, or the timing of any such listing.

 

DESCRIPTION OF THE BUSINESS

 

General

 

High Tide is an Alberta-based, retail-focused cannabis company enhanced by the manufacturing and wholesale distribution of smoking accessories and lifestyle products. As at the AIF Date, High Tide is one of the largest cannabis retailers in Canada, with 73 operating retail cannabis locations (including jointly-owned corporate retail store locations) across Canada. As a vertically-integrated company, High Tide is engaged in the Canadian cannabis market through a portfolio of Subsidiaries, including Canna Cabana, KushBar, and Meta Growth (which together represent the retail segment of the Business), and Valiant Canada (which represents the wholesale segment of the Business).

 

As one of Canada’s largest and fastest-growing retail-focused cannabis companies, High Tide’s strategy is to extend and strengthen its integrated value chain, while providing a complete customer experience to its customers and maximizing shareholder value. Since its inception, High Tide has grown, both organically and via strategic acquisitions, to emerge as a leader in the evolving cannabis market within Canada.

 

As at the AIF Date, High Tide operates a total of 73 branded cannabis retail stores, consisting of (i) 48 cannabis retail stores in the Province of Alberta, (ii) 13 cannabis retail stores in the Province of Ontario, (iii) 3 cannabis retail stores in the Province of Saskatchewan, and (iv) 9 cannabis retail stores in the Province of Manitoba. Each cannabis retail store is operated in accordance with applicable Laws, under applicable Retail Store Authorizations. All cannabis and cannabis products offered for sale by the Company are offered for sale in strict compliance with the various regulatory frameworks in the respective jurisdictions governing adult-use cannabis.

 

During the financial year of High Tide ended October 31, 2020, (i) approximately 90% (2019 – 77%) of the total revenues of High Tide were derived from sales within the retail segment of the Business to customers outside of High Tide and its Subsidiaries, and (ii) approximately 10% (2019 – 21%) of the total revenues of High Tide were derived from sales within the wholesale segment of the Business to customers outside of High Tide and its Subsidiaries.

 

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The followings sections are intended to provide a summary of the business and operations of High Tide’s material Subsidiaries within the retail, as well as manufacturing and wholesale segments of the Business, as at the AIF Date.

 

Canna Cabana

 

Canna Cabana is the successor entity to Old Canna Cabana and Canna SK, both of which were wholly-owned Subsidiaries of High Tide, and were amalgamated in November 2020 pursuant to the ABCA to form Canna Cabana. Canna Cabana is High Tide’s primary retail cannabis business, offering for retail sale various cannabis products and accessories through its provincially-authorized cannabis retail store locations. As at the AIF Date, Canna Cabana operates a retail cannabis chain with 35 branded stores operating across Canada, in the provinces of Alberta, Ontario and Saskatchewan.

 

Canna Cabana’s flagship retail concept is designed to expose customers to a unique, consistent and scalable retail design and customer experience, and to emphasize the holistic and natural qualities of cannabis. Through its in-store displays, its highly trained and knowledgeable staff, and a tailored store atmosphere, Canna Cabana aims at creating a sophisticated yet playful customer experience, while educating customers and providing them with insight and guidance with respect to its product offerings.

 

Meta Growth

 

Meta Growth is High Tide’s secondary retail cannabis business (and its most recently added retail cannabis chain), offering for retail sale various cannabis products and accessories through its provincially-authorized cannabis retail store locations. As at the AIF Date, Meta Growth operates 35 branded stores across Canada, in the provinces of Ontario, Manitoba, and Saskatchewan. The Meta Growth retail cannabis chain offers a curated selection of top-shelf quality cannabis and accessories, both online and through retail spaces that are cool, comfortable, and designed to enhance customer experience. Through its network of recreational cannabis retail stores, Meta Growth strives to enable the public to gain knowledgeable access to Canada’s network of authorized Licensed Producers. As at the AIF Date, Meta Growth operates its retail cannabis stores under the brand names “META”, “NewLeaf”, and “Bud & Sally”, in the provinces of Alberta, Saskatchewan, Ontario, and Manitoba. Meta Growth intends to establish its presence in the Province of British Columbia once it receives the appropriate Authorizations in British Columbia. Any such expansion is subject to obtaining the required Authorizations.

 

KushBar

 

KushBar operates a retail cannabis chain with three branded stores operating in the Province of Alberta. Founded in 2018, KushBar is High Tide’s tertiary retail cannabis business, offering for retail sale various cannabis products and accessories through its provincially-authorized cannabis retail store locations.

 

KushBar’s flagship retail concept is designed to expose customers to a clean and stylish ambiance and offer them a unique, modern customer experience that emphasizes the holistic and natural qualities of cannabis. Through its in-store displays, its highly trained and knowledgeable staff, and a tailored store atmosphere, KushBar aims at bringing the KushBar vibe to life, while educating customers and providing them with insight and guidance with respect to its product offerings.

 

As at the AIF Date, High Tide has entered into the Amended Halo Labs APA, pursuant to which High Tide has agreed to sell its three operating KushBar retail cannabis stores to Halo Kushbar Retail Inc., a wholly-owned Subsidiary of Halo Labs Inc., for aggregate consideration of $5.7 million.

 

Grasscity Entities

 

Based in Amsterdam, Netherlands, the Grasscity Entities operate Grasscity.com, one of the world’s premier online stores for consumption accessories. Established in 2000, Grasscity.com is one of the most searched and visited consumption accessories retailers, with approximately 5.8 million site visits annually. Grasscity.com offers an extensive selection of hand-picked consumption accessories, from grinders and rolling papers to one-of-a-kind glass bongs, smoking pipes, oil rigs and bubblers. The Grasscity.com e-commerce platform generates over 90% of its revenues from customers located in the United States.

 

The Grasscity Entities also operate CBDCity.com, one of the world’s newest online stores selling a wide variety of CBD-focused products to international consumers. Established in May 2020, CBDCity.com is backed by a team with over 20 years of e-commerce experience and offers an extensive selection of hand-picked CBD oils and capsules, CBD skin care products, CBD edibles and CBD consumption accessories such as vaporizers and cartridges. CBDCity.com conducts its operations within those States in which activities relating to Industrial Hemp and CBD have been legalized under applicable Laws.

 

Valiant Canada

 

Valiant Canada is the successor entity to RGR Canada and Famous Brandz, both of which were wholly-owned Subsidiaries of High Tide, and were amalgamated in November 2020 pursuant to the ABCA to form Valiant Canada.

 

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As a successor to RGR Canada, Valiant Canada is an established designer and international leader in the manufacture and distribution of high-quality, innovative cannabis accessories. Valiant Canada represents the wholesale segment of the Business, offering a suite of proprietary brands which have over time become well known amongst consumers. Valiant Canada’s proprietary brands include names such as “Atomik”, “Evolution”, “Puff Puff Pass”, “Vodka Glass” and “Zoom Zoom”.

 

Based in Calgary, Alberta, Valiant Canada’s design and development team continues to design products tailored to evolving market trends and consumer preferences that reflect technological innovation and comply with applicable Laws. Through its relationships with its manufacturers, based in Asia, Canada, the United States, and elsewhere, which specialize in various areas of assembly and manufacturing, Valiant Canada continues to deliver to market a suite of high quality, proprietary products (such as high-quality rolling papers) as well as third-party branded products (such as Juju, Zig Zag, and Pax).

 

As a successor to Famous Brandz, Valiant Canada is also an established leader in the manufacture and distribution of branded consumption accessories and other alternative lifestyle products. Valiant Canada utilizes licensed trademarks associated with leading smoking culture brands established by celebrities and entertainment companies (such as Snoop Dogg Pounds, Trailer Park Boys, Cheech & Chong’s Up in Smoke, and Jay and Silent Bob) in its design and manufacture of various branded consumption accessories and other alternative lifestyle products. Valiant Canada distributes its products to wholesalers and retailers across the globe through business-to-business distribution channels and through a business-to-customer retail e-commerce platform. Valiant Canada has established relationships with a wide network of distributors, wholesalers and retailers with a presence across Canada, the United States and Europe, with the majority of its products being offered for sale in the United States.

 

Retail Cannabis Stores

 

The following chart sets out the retail cannabis stores operated by the Company, as at the AIF Date:

 

Municipality and Province Number of Stores Store Brand
Airdrie, Alberta 3 Canna Cabana and NewLeaf
Banff, Alberta 1 Canna Cabana
Beaumont, Alberta 1 Canna Cabana
Bonnyville, Alberta 1 Canna Cabana
Burlington, Ontario 1 Canna Cabana
Calgary, Alberta 19 Canna Cabana and NewLeaf
East York, Ontario 1 Canna Cabana
Edmonton, Alberta 7 Canna Cabana and NewLeaf
Fort Saskatchewan, Alberta 1 Canna Cabana
Grande Prairie, Alberta 1 Canna Cabana
Hamilton, Ontario 1 Canna Cabana
Lacombe, Alberta 1 Canna Cabana
Leduc, Alberta 1 NewLeaf
Lethbridge, Alberta 2 Canna Cabana and NewLeaf
Lloydminster, Alberta 1 Canna Cabana
Niagara Falls, Ontario 1 Canna Cabana
Okotoks, Alberta 1 Canna Cabana
Olds, Alberta 1 Canna Cabana
Red Deer, Alberta 1 Canna Cabana
St. Albert, Alberta 2 Canna Cabana and NewLeaf
Sudbury, Ontario 1 Canna Cabana
Swift Current, Saskatchewan 1 Canna Cabana
Tisdale, Saskatchewan 1 Canna Cabana
Toronto, Ontario 4 Canna Cabana and Meta Growth
Waterloo, Ontario 1 Canna Cabana
Whitecourt, Alberta 1 Canna Cabana
Medicine Hat, Alberta 1 KushBar
Morinville, Alberta 1 KushBar
Camrose, Alberta 1 KushBar
Scarborough, Ontario 1 Meta Growth
Guelph, Ontario 1 Meta Growth
Kitchener, Ontario 1 Meta Growth
Winnipeg, Manitoba 5 Meta Growth
Opaskwayak Cree Nation, Manitoba 1 Meta Growth
Brandon, Manitoba 1 Meta Growth
Morden, Manitoba 2 Meta Growth
Moose Jaw, Saskatchewan 1 Meta Growth

 

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Production and Sales

 

Valiant Canada, High Tide’s wholesale Subsidiary (and successor to Famous Brandz), manufactures consumption accessories that are sold through the Company’s bricks and mortar retail cannabis stores and online through Grasscity.com. As a vertically-integrated company, the Company produces approximately 40% of all products sold in the retail segment of the Business, and 80% of all products sold in the wholesale segment of the Business. See “Intercorporate Relationships – Valiant Canada” above.

 

Specialized Skill and Knowledge

 

All aspects of the Business require specialized skills and knowledge, including in, among other things, the retail sale of cannabis and cannabis products within various jurisdictions in Canada, in accordance with applicable Laws. The Management team is comprised of individuals (including consultants and advisors), who bring together strong complementary skills, expertise and experience in various aspects of the cannabis, retail, wholesale and manufacturing industries, as well as strong capital markets experience. The experienced Management team, along with its other employees, subcontractors and consultants, have the required expertise and specialized knowledge and are well-positioned to implement the Company’s retail-focused cannabis business strategy.

 

Competitive Conditions

 

The Company faces, and will continue to face, intense competition from existing and new retailers, wholesalers, and producers of adult-use cannabis, and other applicable participants in the cannabis industry whose services overlap with the retail cannabis segment, as well as other segment(s) of the cannabis industry within which the Company may from time to time be engaged in. Some of the competitors of the Company may have greater financial resources, market access and manufacturing and marketing experience than the Company.

 

Increased competition by numerous independent cannabis retail outlets and larger and better financed competitors (including new entrants), could have a Material Adverse Effect.

 

The Company believes that its competition can be broadly grouped into the following five categories:

 

(a) Vertically Integrated Competitors: This class of competitors (which may include Licensed Producers that are able to produce cannabis and cannabis products sold at retail stores of their affiliates) includes well-financed competitors with an established operating history in Canada, and significant scale. These competitors are able to compete directly with the Company in the cannabis markets in the provinces of Alberta, Ontario, Saskatchewan, and Manitoba, as the case may be.

 

(b) Existing Retailers: This class of competitors includes early-stage and semi-developed retail cannabis businesses, as well as established retail cannabis businesses, which may be well capitalized, and which may also have an established and longer retail operating history in Canada. These competitors are able to compete directly with the Company in the cannabis markets in the provinces of Alberta, Ontario, Saskatchewan, and Manitoba, as the case may be.

 

(c) Government Competition: This class of competitors includes government wholesalers that sell directly to consumers, such as the Ontario Cannabis Store in the Province of Ontario and the Alberta Gaming, Liquor and Cannabis Commission (formerly, Alberta Gaming, and Liquor Commission) in the Province of Alberta. These competitors are able to compete directly with the Company in the cannabis markets in the provinces of Alberta and Ontario.

 

(d) Illicit Market: This class of competitors includes Persons and businesses operating in the illicit market within various jurisdictions across Canada. These competitors, who Management believes continue to divert a sizeable number of commercial opportunities from the Company, are able to compete directly with the Company in the cannabis markets in the provinces of Alberta, Ontario, Saskatchewan, and Manitoba, as the case may be.

 

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(e) Existing Wholesalers: This class of competitors includes early-stage and semi-developed wholesalers, as well as established wholesalers, which may be well capitalized, and which may also have an established and longer retail operating history in Canada. These competitors are able to compete directly with the Company in the cannabis markets in the provinces of Alberta, Ontario and Saskatchewan within Canada, as well as in the United States. As of the AIF Date, most of the Company’s competitors in the wholesale segment of the Business operate primarily as product distributors, whereas Valiant Canada (the successor to and Famous Brandz and RGR Canada) designs, directly sources, imports and distributes its product offerings. As a result, Management believes that this provides High Tide with a competitive advantage through vertical integration, enabling Valiant Canada to bring to market unique product designs and offer wholesale customers favourable and flexible pricing.

 

To remain competitive, High Tide will require a continued high level of investment in research and development, marketing, sales and client support. High Tide may not have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitive basis which could have a Material Adverse Effect. However, High Tide believes that the experience of Management in the retail cannabis spaces has and will continue to provide High Tide with a competitive advantage in navigating the complexities of a highly regulated, evolving marketplace and that its competitive position is at least equivalent to that of other cannabis retailers in Canada of a similar size and at a similar stage of development.

 

Cycles

 

The Business is not cyclical or seasonal. However, the Business may, from time to time, be affected by supply constraints and disruptions and seasonal variations that impact the supply of cannabis and cannabis products. The impact of such supply constraints and disruptions and seasonal variations on the Business and its operating results cannot be predicted at this time.

 

Intangible Properties

 

High Tide’s consumer-focused brands, Canna Cabana, KushBar, and CBDCity, have been an important part of the operation of the Company, and trademarks and other intellectual property rights continue to be essential to maintain the success and competitive position of the Company.

 

The Company’s portfolio of registered trademarks and designs (including the trademarks and trademark applications of Old Meta Growth, acquired by High Tide as a result of the Arrangement) continue to be valuable assets that distinguish the Company’s brand and reinforce customers’ positive perception of its products and stores. As such, the Company has devoted, and expects to continue to devote, significant resources to the protection of its intellectual property rights, through, among other things, trade secrets, technical know-how and proprietary information. The Company will continue to seek protection of its intellectual property by seeking and obtaining registered protection (including patents) where possible, developing and implementing standard operating procedures and entering into agreements with parties that have access to the Company’s inventions, trade secrets, technical know-how and proprietary information such as business partners, collaborators, employees and consultants, to protect the confidentiality and ownership of intellectual property.

 

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Foreign Operations

 

As at the AIF Date, High Tide conducts operations in the United States through Valiant Canada (the successor to Famous Brandz), within States in which the manufacture and distribution of branded consumption accessories and other alternative lifestyle products are permitted under applicable Laws, including the States of Illinois, Michigan, California, and Ohio. Approximately 6% (2019 – 7%) of High Tide’s annual sales from continuing operations for the financial year of High Tide ended October 31, 2020 were attributable to the operations of Famous Brandz (the predecessor to Valiant Canada) in the United States.

 

As at the AIF Date, High Tide also conducts operations in the Netherlands through the Grasscity Entities, in accordance with applicable Laws. Approximately 13% (2019 – 14%) of High Tide’s annual sales from continuing operations for the financial year of High Tide ended October 31, 2020 were attributable to the operations of the Grasscity Entities in the Netherlands.

 

Management anticipates that the operations of Famous Brandz and the Grasscity Entities in the United States and the Netherlands, respectively, will contribute an approximately consistent percentage of High Tide’s annual sales from continuing operations for the financial year of High Tide ending October 31, 2021.

 

In May 2020, High Tide launched CBDCity.com and began conducting additional operations in the United States through the Grasscity Entities, within States in which activities relating to industrial hemp and industrial hemp-based CBD have been legalized under applicable Laws. An immaterial percentage (2019 – 0%) of High Tide’s annual sales from continuing operations for the financial year of High Tide ended October 31, 2020 were attributable to the operations of CBDCity.com in the United States.

 

Employees

 

As at the AIF Date, the Company has approximately 636 employees, with approximately 603 employees based in Canada, 16 employees based in the United States, and approximately 17 employees based in other jurisdictions (including the Netherlands).

 

REGULATORY OVERVIEW

 

The following summary is intended to provide a general overview of the primary Canadian federal and provincial Laws in respect of the distribution and sale of adult-use cannabis, cannabis products and cannabis accessories. The provincial and territorial regulatory frameworks relating to cannabis are complex and rapidly evolving, with provincial and territorial governments in Canada having taken different approaches to regulating cannabis and cannabis-related activities. The below summary is not intended to be an exhaustive, and does not address the Laws of any other jurisdiction. The Company continues to monitor regulatory developments and their impact(s) on the Business, including the Company’s proposed plans for further expansion and growth.

 

Federal Framework

 

On October 17, 2018, the Cannabis Act and the Cannabis Regulations came into force in Canada, replacing the Access to Cannabis for Medical Purposes Regulations (Canada) (“ACMPR”) and the Controlled Drugs and Substances Act (Canada) (“CDSA”) as the governing Laws in respect of the production, processing, sale and distribution of cannabis for medical and adult recreational use.

 

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The Cannabis Act provides a licensing and permitting framework for the cultivation, processing, importation, exportation, testing, packaging, labelling, sending, delivery, transportation, sale, possession and disposal of cannabis for adult recreational use, which is implemented by the Cannabis Regulations. Among other things, the Cannabis Act:

 

Contains restrictions on the amounts of cannabis that individuals can possess and distribute, on public consumption and use.

 

Prohibits the sale of cannabis unless authorized by the Cannabis Act.

 

Permits individuals 18 years of age or older to cultivate, propagate, and harvest up to and including four (4) cannabis plants in their dwelling-house, propagated from a seed or plant material authorized by the Cannabis Act.

 

Restricts (but does not strictly prohibit) the promotion and display of cannabis, cannabis accessories and services related to cannabinoids to consumers, including restrictions on branding and a prohibition on false or misleading promotion and on sponsorships.

 

Permits the informational promotion of cannabis in specified circumstances to individuals 18 years of age and older (or any older age specified by applicable provincial legislation).

 

Contains packaging and labelling requirements for cannabis and cannabis accessories.

 

Prohibits the sale of cannabis or cannabis accessories in packaging or with labelling that could be appealing to young persons.

 

Provides the designated Minister with the power to recall any cannabis or class of cannabis on reasonable grounds that such a recall is necessary to protect public health or public safety.

 

Establishes the cannabis tracking and licensing system.

 

Provides powers to designated inspectors for the purpose of administering and enforcing the Cannabis Act and a system for administrative monetary penalties.

 

The Cannabis Regulations, among other things:

 

Provide for the issuance of cultivation licences for standard cultivation, micro-cultivation, and nursery cultivation, licences for standard processing and micro-processing, as well as sales licences for medical or non-medical use.

 

Contain requirements for all cannabis products to be packaged in a tamper-evident and child-resistant manner.

 

Require specified product information on cannabis product labels (such as the name of the party who packaged the products, the product lot number, and the tetrahydrocannabinol (“THC”) and cannabidiol content).

 

Prohibit testimonials, lifestyle branding and packaging that is appealing to youth.

 

The Cannabis Act provides provincial and municipal governments the authority to prescribe regulations regarding retail and distribution, as well as the ability to alter some of the existing baseline requirements, such as increasing the minimum age for the purchase and consumption of cannabis. As at the AIF Date, various provincial and municipal governments in Canada have enacted legislation to regulate the storefront and online sale of cannabis produced by Licensed Producers.

 

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Provincial Framework

 

The following section provides a general overview of the applicable Laws governing the retail sale and distribution of adult-use cannabis, cannabis products and cannabis accessories in the four key provinces within which the Company conducts the Business as at the AIF Date.

 

Alberta

 

On November 30, 2017, the Government of Alberta passed Bill 26, An Act to Control and Regulate Cannabis (Alberta) (“Bill 26”), introducing the regulatory framework for recreational cannabis sales in the Province of Alberta. On June 11, 2018 the Gaming and Liquor Statues Amendment Act, 2018 (Alberta) (“Bill 6”) received Royal Assent, coming into force in the Province of Alberta effective July 14, 2018. Bill 6 introduced several changes intended to modernize the Gaming and Liquor Act (Alberta) (as constituted then) to include cannabis, and better equip the AGLC to carry out its expanded mandate. Together, Bill 26 and Bill 6 have amended the Gaming and Liquor Act (Alberta) (renamed the Gaming, Liquor and Cannabis Act (Alberta)) (the “Alberta Cannabis Act”) to govern the purchase, distribution, sale and consumption of recreational cannabis in the Province of Alberta. Effective July 14, 2018, Alberta Regulation 13/2018 (“AR 13/2018”) came into force in the Province of Alberta, amending the Gaming and Liquor Regulation, Alta Reg. 143/96 (now re-named the Gaming, Liquor and Cannabis Regulation (Alberta)) (the “Alberta Cannabis Regulations”).

 

As at the AIF Date, the AGLC is the provincial body responsible for the oversight of the private retail adult-use cannabis industry within the Province of Alberta. The AGLC is exclusively authorized to purchase adult-use cannabis products from Licensed Producers, which the AGLC may then either (i) distribute to licensed private retailers for sale from licensed premises, or (ii) sell directly through an online platform operated by the AGLC. The AGLC is also responsible for issuing licences to private retailers authorizing the sale of adult-use cannabis products in accordance with the Alberta Cannabis Act, the Alberta Cannabis Regulations, and the AGLC’s policies and conditions. The Alberta Cannabis Act authorizes the AGLC to establish policies, including in respect to the advertising and promoting of cannabis and cannabis retail licences. As at the AIF Date, the Retail Cannabis Store Handbook published by the AGLC (the “AGLC Handbook”) sets out the policies and guidelines of the AGLC related to cannabis retail licences.

 

The Alberta Cannabis Act prohibits, among other things (i) the online sale of cannabis products by anyone other than the AGLC, (ii) agreements between cannabis licensees and suppliers in respect of the sale or promotion of the supplier’s cannabis, except as provided by the Alberta Cannabis Regulations, (iii) the sale of adult-use cannabis products to an intoxicated person, (iv) the use of certain terms commonly associated with medicine, health or pharmaceuticals (such as, the words “pharmacy”, “dispensary”, “apothecary”, “drug store”, “medicine”, “medicinal”, and “health”) in any signage for a licensed premises or the name of a licensee, and (v) individuals under the age of 18 from entering licensed premises or purchasing, obtaining, or possessing, cannabis. The Alberta Cannabis Act also prohibits the issuance of a cannabis retail licence to an applicant, unless the applicant will conduct the sale of cannabis as a separate business from any other activities of the applicant, and in a location which offers for sale only cannabis products, cannabis accessories (as defined in the Cannabis Act) or other prescribed items.

 

The Alberta Cannabis Regulations sets out detailed rules regarding (i) the ownership and operation, and location, of licensed premises, (ii) the staffing, security and safety requirements for licensed premises, and (iii) the process for review and approval of applications for cannabis retail store licences. The Alberta Cannabis Regulations prohibits a licensed premises from being located within 100 meters of a provincial health care facility, a school, or land designated as a school reserve or municipal and school reserve, provided however, that municipalities may elect to expressly vary such locational restrictions within the applicable land use by-laws.

 

Previously, the Alberta Cannabis Regulations also prohibited the issuance of a retail cannabis licence if it would result in more than 15% of the total number of issued retail cannabis licences in the Province of Alberta being held by one person or a group of persons having common control. However, effective November 10, 2020, the Alberta Cannabis Regulations were amended to remove this prohibition.

 

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The AGLC Handbook stipulates that cannabis retail stores may only offer for sale cannabis accessories that promote the responsible and legal storage and consumption of cannabis. The AGLC Handbook also stipulates that the majority of sales of a retail cannabis store must be cannabis. The AGLC has published a list of cannabis accessories it considers to be approved for sale in licensed premises. Among others, accessories that may not be sold at cannabis retail stores include consumable products other than cannabis, products intended to be mixed, applied or consumed with cannabis, organic solvents and products, and promotional material related to the medical use of cannabis.

 

Each municipality in the Province of Alberta is responsible for establishing its own land use and business licensing by-laws governing the issuance of development permits, building permits and business licences to prospective cannabis retail store licensees. As at the AIF Date, some municipalities have implemented a random selection process for determining the order and priority of review of initial cannabis retail store applications, while others have adopted a first-come, first-served approach. Most municipalities have adopted additional separation requirements beyond the requirements stipulated by the Alberta Cannabis Regulations, including, separation requirements between competing cannabis retail stores, and between a cannabis retail store and other sensitive establishments such as schools, hospitals, treatment centres, and/or public parks, subject to discretionary variances (from the prescribed separation distances) which may be granted by a duly appointed development officer, or the Subdivision and Development Appeal Board pursuant to the Municipal Government Act (Alberta).

 

Ontario

 

On December 12, 2017, the Government of Ontario passed the Cannabis Act, 2017 (Ontario) (the “Ontario Act”), to regulate the use, sale and distribution of adult-use cannabis exclusively through a limited number of government stores controlled by the Ontario Cannabis Store (“OCS”), a subsidiary of the existing Liquor Control Board of Ontario (the “LCBO”). In August 2018, following the Ontario provincial election, the new Government of Ontario changed course, announcing a new hybrid system that permits recreational cannabis to be sold in private retail stores, and online through the Province of Ontario.

 

On October 17, 2018, Bill 36, An Act to enact a new Act and make amendments to various other Acts respecting the use and sale of cannabis and vapour products in Ontario (Ontario) (“Bill 36”), received Royal Assent. Bill 36 amended the Ontario Act and enacted the Cannabis Control Act (Ontario) (the “Cannabis Control Act”), and the Cannabis Licence Act, 2018 (Ontario) (the “Cannabis Licence Act”), to introduce a licensing regime for privately-owned retail cannabis outlets administered by the AGCO. On November 14, 2018, the Government of Ontario released the General Regulation under the Cannabis Licence Act (the “Ontario Cannabis Regulations”), which provides a licensing and regulatory regime for privately-owned and operated cannabis retail stores in the Province of Ontario. Authorized cannabis retail outlets may sell cannabis accessories, such as certain smoking accessories, in the same location as cannabis is sold.

 

As at the AIF Date:

 

The AGCO has published the Registrar’s Standards for Cannabis Retail Stores, which, among other things, stipulates certain standards and requirements with respect to the advertising and promotional activities, training related to cannabis, security, and certain other matters.

 

The Province of Ontario has set the minimum legal age for possession and consumption of cannabis in the province to 19, and permits cannabis smoking or vaping anywhere that permits tobacco smoking or e-cigarettes within the province.

 

The OCS maintains a monopoly on online sales within the Province of Ontario and is the exclusive distributor of cannabis between Licensed Producers and cannabis retailers within the province.

 

Licensed cannabis retail stores within the Province of Ontario (i) are only permitted to offer for sale cannabis products obtained from the OCS, cannabis accessories and items that in some way directly relate to cannabis or its use, and (ii) may not offer for sale any food or drink that is not cannabis related.

 

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The Cannabis Licence Act has established the following types of licences and authorizations: (i) a retail operator licence (the “Retail Store Operator Licence”), (ii) a cannabis retail manager licence (the “Retail Manager Licence”), and (iii) a retail store authorization (the “RSA”). A cannabis retail store may only open for business within the Province of Ontario upon obtaining a RSA in respect of the specific location, with only applicants for or holders of a Retail Store Operator Licence being eligible to apply for a RSA. In addition, any individual acting in a management function within a cannabis retail store, other than the holder of the Retail Store Operator Licence, must possess a Retail Manager Licence.

 

Each of the RSA, the Retail Store Operator Licence, and the Retail Manager Licence are subject to certain eligibility criteria. For example, RSAs will not be issued for proposed locations that are within prescribed distances from schools or for locations within municipalities in the province that have opted out of having cannabis stores located within their boundaries prior to January 22, 2019. The AGCO can also refuse an applicant if the AGCO is not satisfied with the applicant’s ability to exercise sufficient control (directly or indirectly) over its retail cannabis business, including over the premises, equipment and facilities.

 

Although the Government of Ontario had previously implemented certain limits on the total number of retail cannabis stores permitted in the province, on December 12, 2019, the Government of Ontario announced that it would be moving toward an open market for retail cannabis stores. Effective January 6, 2020, amendments to the Ontario Cannabis Regulations eliminated the lottery process previously implemented to allocate a fixed number of Retail Store Operator Licences, and opened the application process for Retail Store Operator Licences to any interested applicant (instead of only lottery winners). On March 2, 2020, the AGCO revoked the then-existing restrictions on the total number of RSAs permitted in the province (which restrictions, in the period immediately prior to such date, permitted only applicants notified by the AGCO before January 6, 2020 to apply for a Retail Store Operator Licence).

 

The amendments implemented on March 2, 2020 also removed the regional distribution limits within the Province of Ontario, permitting retail cannabis stores to be opened in all municipalities that have not “opted out” of the retail cannabis system. As at the AIF Date, the AGCO has implemented limits on the number of RSAs that a Retail Store Operator may hold, with Retail Store Operator currently permitted to hold up to 30 RSAs. It is anticipated that this cap will be increased to 75 RSAs, effective September 1, 2021.

 

As at the AIF Date, a corporation is not eligible to be issued a Retail Store Operator Licence if more than twenty five percent (25%) of the corporation is owned or controlled, directly or indirectly, by one or more Licensed Producers or their affiliates (as defined under the Ontario Cannabis Regulations).

 

Saskatchewan

 

In the Province of Saskatchewan, the Cannabis Control Act (Saskatchewan) (the “CCSA”) and the Cannabis Control Regulations (Saskatchewan) (the “Saskatchewan Regulations”) establish the regulatory framework for the sale of adult-use cannabis, including the conditions required to obtain retail store and wholesale permits, as well as the conditions under which transfers of such permits are allowed. The Saskatchewan Liquor and Gaming Authority (the “SLGA”) is responsible for the oversight of the private retail adult use cannabis industry in the Province of Saskatchewan, including the issuance of private retail licences, private wholesale permits, and the registration of Licensed Producers.

 

As at the AIF Date, private cannabis retailers in the Province of Saskatchewan are permitted to sell cannabis, cannabis accessories and ancillary items in standalone storefront locations and deliver within the province using an approved delivery service or common carrier. In the case of online sale, certain requirements apply, which includes the requirement that all sales must be made only to persons of legal age located in the Province Saskatchewan. The SLGA is not directly engaged in the wholesale or retail distribution, or sale, of adult-use cannabis.

 

As at the AIF Date, the CCSA, among other things:

 

Authorizes the SLGA to establish terms and conditions for cannabis permits, including in respect of the display, packaging or promotion of cannabis, and authorizes municipalities to fully or partially opt out of any cannabis activity authorized by a cannabis permit.

 

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Does not establish requirements for the location of cannabis retail stores, and instead, defers to municipalities to set restrictions on the location of cannabis retail stores in their communities through enacting applicable land use by-laws.

 

Does not prohibit vertical integration or other close relationships between cannabis retailers and Licensed Producers.

 

Prohibits, among other things (i) individuals under the age of 19 from entering licensed premises or purchasing, obtaining, or possessing, cannabis, (ii) the sale of adult-use cannabis products to an intoxicated person, and (iii) the possession or consumption of cannabis at a school or childcare facility or at a campground for which a cannabis ban has been declared.

 

As at the AIF Date, private cannabis retailers in the Province of Saskatchewan (i) may only sell cannabis accessories and ancillary items that directly relate to cannabis, such as cannabis cookbooks, magazines and branded or themed apparel, and (ii) may not sell tobacco products, lottery tickets, snack foods and beverages, products or equipment typically associated with the extraction of cannabinoids through the use of organic solvents, or other items that may encourage the overconsumption of cannabis, the consumption of illicit cannabis or the consumption of cannabis by minors.

 

Although the Government of Saskatchewan had previously implemented limits on the allocation of the number of cannabis retail licences amongst municipalities across the province, the SLGA moved to an open licensing framework effective September 2020.

 

Manitoba

 

The Government of Manitoba has implemented a hybrid retail model for adult-use cannabis, governed by the Safe and Responsible Retailing of Cannabis Act (Manitoba) (“SRRCA”), which introduced amendments to the Liquor and Gaming Control Act (Manitoba) and the Manitoba Liquor and Lotteries Company Act (Manitoba), and the Manitoba Cannabis Regulation (Manitoba). All cannabis retail locations in the Province of Manitoba are operated by licensed private retailers, however, such private retailers must sell cannabis sourced and supplied by the Manitoba Liquor and Lotteries Company. Licensed private retailers in the Province of Manitoba are also authorized to conduct online sales.

 

The LGCA is responsible for regulating the Province of Manitoba’s cannabis industry, which includes licensing cannabis retail stores and distributors and ensuring that licensees comply with all regulatory requirements through regular inspections and audits. Among other things, the LGCA is responsible for licensing cannabis stores and distributors in the Province of Manitoba, with its inspectors being responsible for compliance enforcement. The SRRCA includes, among others, provisions that:

 

Grant municipal governments the ability to prohibit retail cannabis sales within their boundaries by holding a plebiscite.

 

Ensure only cannabis grown by Licensed Producers is sold at retail locations.

 

Require all cannabis products sold in the Province of Manitoba are packaged and labelled according to federal requirements.

 

Impose increased penalties for specified offences.

 

Pursuant to the SRRCA, the LGCA may issue the following two categories of retail cannabis licences:

 

The Controlled-Access Licence, which authorizes the operation of a cannabis retail store which does not allow customers to view or access cannabis until after purchase. A licensed premise operated under the Controlled-Access Licence must store cannabis behind a counter or behind shelving with covers to prevent customers from viewing cannabis.

 

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The Age-Restricted Licence, which authorizes the operation of a cannabis retail store that persons under the age of 19 are prohibited from entering.

 

Previously, the Province of Manitoba had implemented restrictions on who may apply for a retail cannabis licence and a lottery process to allocate licences. However, effective June 1, 2020, the Province of Manitoba moved to Phase III of its retail cannabis framework, establishing an open market for adult-use cannabis sales. As at the AIF Date, eligible persons and companies may apply to establish a cannabis retail store in any community in the Province of Manitoba which allows the retail sale of cannabis.

 

The Cannabis Regulation, 120/2018 (the “Manitoba Cannabis Regulation”) sets out requirements for licensed retailers and distributors, including particulars of store security, store layout, sale transactions, record-keeping requirements, restrictions on promotion and advertising, online sales and so on. In addition to the Manitoba Cannabis Regulation, retailers must also comply with the Terms and Conditions published by the LGCA.

 

U.S. CANNABIS-RELATED ACTIVITIES DISCLOSURE

 

In accordance with Staff Notice 51-352, the below discussion is intended to assist readers in understanding the extent of the Company’s involvement, and the risks inherent, in the U.S. cannabis industry, and address the disclosure expectations outlined in Staff Notice 51-352. In accordance with Staff Notice 51-352, the Company will evaluate, monitor and reassess this disclosure, and any related risks, on an ongoing basis and intends to supplement and amend the same to investors in public filings, including in the event of government policy changes or the introduction of new or amended guidance or Laws regarding cannabis regulation.

 

Although the Company’s business activities are compliant with applicable State and local Law, strict compliance with State and local Laws with respect to cannabis-related activities may neither absolve the Company of liability under U.S. federal Law, nor may it provide a defense to any federal proceeding which may be brought against the Company.

 

Nature of Involvement in the U.S. Cannabis Industry

 

The Company indirectly derives a portion of its revenues from the cannabis industry in certain States, including the States of Illinois, Michigan, California, and Ohio, which industry is illegal under U.S. federal Law. As of the AIF Date, the Company is not directly or indirectly engaged in the manufacture, importation, possession, use, sale or distribution of cannabis in the recreational or medical cannabis industry in the U.S. However, the Company may be considered to have ancillary involvement in the U.S. cannabis industry in the following respects:

 

(a) in the U.S. cannabis industry at large, by virtue of the operations of Valiant Canada, which involve the manufacture and distribution of branded consumption accessories and other alternative lifestyle products in States such as Illinois, Michigan, California, and Ohio, in compliance with applicable Laws;

 

(b) in the U.S. cannabis industry at large, by virtue of the operations of the Grasscity Entities, which involve the distribution of consumption accessories (such as grinders, rolling papers, glass bongs, smoking pipes, oil rigs and bubblers), through Grasscity.com, in States such as Illinois, Michigan, California, and Ohio, in compliance with applicable Laws; and

 

(c) in the U.S. Industrial Hemp and Industrial Hemp-based CBD industry, by virtue of the operations of the Grasscity Entities, which involve the distribution of CBD oils and capsules, CBD skin care products, CBD edibles, and CBD consumption accessories such as vaporizers and cartridges, through CBDCity.com, in States such as Illinois, Michigan, California, and Ohio, in compliance with applicable Laws.

 

Approximately 21% of the Company’s balance sheet for the financial year of the Company ended October 31, 2020 related to the U.S. cannabis industry. As at the AIF Date, the Company estimates that its balance sheet and operating statement exposure to U.S. cannabis-related activities is approximately 12%.

 

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Cannabis is Illegal under U.S. Federal Laws

 

In the U.S., cannabis is largely regulated at the State level with certain States having authorized the medical and/or adult use of, and activities relating to, cannabis under certain circumscribed circumstances. However, as at the AIF Date, the cultivation, distribution, possession, and use of cannabis is illegal under U.S. federal Law pursuant to the U.S. CSA, subject to limited exceptions in respect of Industrial Hemp under certain circumscribed circumstances, discussed below (see “Limited Exceptions Applicable for Industrial Hemp”). The U.S. CSA classifies cannabis as a Schedule I controlled substance with a high potential for abuse and no currently accepted medical use, which cannot be safely prescribed (the United States Food and Drug Administration has also not approved cannabis as a safe and effective drug for any indication as at the AIF Date). Consequently, a range of activities, including cultivation and the personal use of cannabis, are prohibited by U.S. federal Law notwithstanding the existence of State-level Laws permitting such activities in respect of medical and/or adult use cannabis at the State-level in the U.S. Such activities, as well as attempting or conspiring to violate the U.S. CSA, or aiding and abetting in a violation of the U.S. CSA, are criminal acts under U.S. federal Law.

 

Enforcement of U.S. Federal Laws is a Significant Risk.

 

The Supremacy Clause establishes that the U.S. Constitution and federal Laws made pursuant to it are paramount, and in case of conflict between federal and State Law, the federal Law is paramount. In respect of the U.S. cannabis industry, the conflict between federal Laws and State-level Laws in the U.S. amid the presence of the Supremacy Clause has significant implications for the U.S. cannabis industry at large. In particular, there is a significant risk that U.S. federal prosecutors may enforce U.S. federal Laws and seek to prosecute actors involved in activities related to cannabis in the U.S. despite the fact that such activities may be in compliance with applicable State-level Laws. Any enforcement of current U.S. federal Laws by U.S. federal prosecutors could cause significant financial damage to the Company and the shareholders of the Company.

 

Limited Exceptions Applicable for Industrial Hemp

 

Prior to December 20, 2018, the cultivation or sale of Industrial Hemp for any purpose in the U.S. without a Schedule I registration with the U.S. Drug Enforcement Agency (“DEA”) was illegal, unless exempted by the 2014 Farm Bill. However, the 2018 Farm Bill, which was signed into Law on December 20, 2018, removed Industrial Hemp and CBD from the Schedule I controlled substances list under the U.S. CSA, and established a regulatory framework for the cultivation and sale of Industrial Hemp. An earlier internal directive from the DEA issued to its agents on May 22, 2018, concerning the legality of Industrial Hemp and Industrial Hemp-derived products, confirms the DEA’s view that products and materials made from the cannabis plant (including cannabis extracts), to the extent falling outside the definition of cannabis (marijuana) in the U.S. CSA, are not controlled under the U.S. CSA, and may accordingly be sold and otherwise distributed throughout the U.S. without restriction under the U.S. CSA. However, despite the DEA indicating that it maintains no jurisdiction with regard to activities authorized by the 2014 Farm Bill and/or the 2018 Farm Bill, there remains significant uncertainty as to how other federal, State and local agencies in the U.S., as well as financial institutions and service providers, will react to the provisions of the 2018 Farm Bill.

 

The Company believes that the Company will not be subject to any action taken by the DEA as long as the Company complies with the requirements of the 2014 Farm Bill and/or the 2018 Farm Bill, and applicable State Laws, to the extent that its activities relate to Industrial Hemp. However, and despite the positive changes brought by the 2018 Farm Bill, there remain a number of considerations, potential changes in regulation, and uncertainties regarding the cultivation, sourcing, production and distribution of Industrial Hemp and products containing Industrial Hemp derivatives. Applicable Laws in the U.S. remain subject to change as there are different interpretations among federal, State and local regulatory agencies, legislators, academics and businesses with respect to the treatment of the importation of derivatives from exempted portions of the cannabis plant, the scope of operation of the 2014 Farm Bill and the 2018 Farm Bill, and the authorizations granted to 2018 Farm Bill-compliant Industrial Hemp growers and licensed Industrial Hemp-derived CBD producers. These different federal, State, and local agency interpretations touch on, among other things, the regulation of cannabinoids by the DEA and/or the United States Food and Drug Administration. These uncertainties likely cannot be resolved without further federal and State legislation, regulation or a definitive judicial interpretation of existing legislation and rules, and in the interim period, there continue to be several legal barriers to selling Industrial Hemp and Industrial Hemp-derived CBD products, including, but not limited to barriers arising from, (i) the fact that Industrial Hemp and cannabis are both derived from the cannabis plant, (ii) the rapidly changing patchwork of State Laws governing Industrial Hemp and Industrial Hemp-derived CBD, and (iii) the lack of United States Food and Drug Administration approval for CBD as a lawful food ingredient, food additive or dietary supplement.

 

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History of Legal Developments in the U.S. Cannabis Industry

 

In the U.S., cannabis containing in excess of 0.3% THC is categorized as a Schedule 1 controlled substance and is illegal under U.S. federal Law, specifically the U.S. CSA. Even in States that have legalized the use of cannabis and its sale, such activities and certain related activities remain in violation of U.S. federal Law that is punishable by imprisonment, substantial fines, and forfeiture. However, although federally illegal, the U.S. federal government’s approach to enforcement of the U.S. CSA has, at least until recently, trended toward non-enforcement.

 

The Cole Memorandums

 

In August 2013, then Deputy Attorney General James Cole authored a memorandum (the “Cole Memorandum”), which outlined the priorities for the DOJ relating to the prosecution of cannabis offenses. The Cole Memorandum acknowledged that, notwithstanding the designation of cannabis as a controlled substance at the federal level in the U.S., several States had enacted Laws relating to cannabis for medical purposes. In particular, the Cole Memorandum noted that in jurisdictions that have enacted Laws legalizing cannabis in some form and implemented strong and effective regulatory and enforcement systems to control the cultivation, distribution, sale and possession of cannabis, conduct in compliance with those Laws is less likely to be a priority at the federal level. In light of limited investigative and prosecutorial resources, the Cole Memorandum concluded that the DOJ should be focused on addressing only priority cannabis-related conduct to enforce the U.S. CSA. States where medical cannabis had been legalized were not characterized as a priority. The enforcement priorities of the Cole Memorandum were reaffirmed, again, in a 2014 memorandum of the U.S. Department of Justice (the “2014 Cole Memorandum”).

 

The Sessions Memorandum

 

On January 4, 2018, former U.S. Attorney General Jeff Sessions issued the Sessions Memorandum, which rescinded previous guidance from the U.S. Department of Justice specific to cannabis enforcement in the U.S., including the Cole Memorandum and the 2014 Cole Memorandum. While the Sessions Memorandum does not indicate that the prosecution of cannabis-related offenses is now priority for the DOJ, in rescinding the Cole Memorandum and the 2014 Cole Memorandum, the Sessions Memorandum granted U.S. federal prosecutors discretion in determining whether or not to prosecute cannabis and cannabis-related violations of U.S. federal Law.

 

In the event that U.S. federal prosecutors exercise their discretion and pursue prosecutions against the Company, alleging cannabis and cannabis-related violations of U.S. federal Law, then the Company could potentially face (i) the arrest of its employees, directors, officers, managers and investors, (ii) charges of ancillary criminal violations of the U.S. CSA, for aiding and abetting and conspiring to violate the U.S. CSA by virtue of providing financial support, services, or goods to participants in the cannabis industry, including State-licensed or permitted cultivators, processors, distributors, and/or retailers of cannabis, (iii) restrictions on the entry of employees, directors, officers, managers and investors who are not U.S. citizens from entry into the U.S. for life, or (d) suspension of its U.S. business operations.

 

The Biden Administration

 

Former U.S. Attorney General Jeff Sessions resigned on November 7, 2018, at the request of former U.S. President, Donald Trump. Following Mr. Sessions’ resignation and the brief tenure of Matthew Whitaker as Acting U.S. Attorney General, William Barr was confirmed as the U.S. Attorney General on February 14, 2019. To the knowledge of the Company, the DOJ did not take a formal position on the enforcement of U.S. federal Laws relating to cannabis under the leadership of Mr. Barr, or his successors, Acting U.S. Attorney Generals, Jeffery A. Rosen and John Demers, and further, has not taken a formal position on federal enforcement of Laws relating to cannabis under the leadership of current Acting U.S. Attorney General, Monty Wilkinson.

 

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The current U.S. President, Joseph Biden has nominated Merrick Garland to succeed Mr. Wilkinson as the U.S. Attorney General. It is unclear what impact, if any, the new administration will have on U.S. federal government enforcement policy on cannabis.

 

Unless and until the U.S. Congress amends the U.S. CSA with respect to medical and/or adult use cannabis (and there can be no assurance as to the timing or scope of any such potential amendments, if any), there is a significant risk that federal authorities may enforce current U.S. federal Law. If the U.S. federal government begins to enforce U.S. federal Laws relating to cannabis in States where the sale and use of cannabis is currently legal, or if existing applicable State Laws are repealed or curtailed, any such occurrence could have a Material Adverse Effect.

 

There can be no assurance that State Laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of State Laws within their respective jurisdictions.

 

The Leahy Amendment and Medical Cannabis

 

Although the Cole Memorandum and 2014 Cole Memo have been rescinded, one legislative safeguard for the medical cannabis industry remains in place in the U.S. Since 2014, the U.S. Congress has passed appropriations bills which included provisions to prevent the federal government from using congressionally appropriated funds to enforce U.S. federal cannabis Laws against regulated medical cannabis actors operating in compliance with State and local Law (currently the “Leahy Amendment”, but also sometimes referred to as the Rohrabacher-Farr Amendment).

 

The Leahy Amendment was included in the fiscal year 2019 omnibus appropriations bill signed by former U.S. President, Donald Trump on February 15, 2019, to prevent the U.S. federal government from using congressionally appropriated funds to enforce federal cannabis Laws against regulated medical cannabis actors operating in compliance with State and local Law. This extended the Leahy Amendment until September 30, 2019. On September 27, 2019, President Trump signed a continuing resolution to fund the government through November 21, 2019 to prevent a government shutdown. On December 20, 2019, the Further Consolidated Appropriations Act, 2020 was passed, which authorizes appropriations to fund the operation of certain agencies in the U.S. federal government through September 30, 2020. Additionally, the U.S. House of Representatives has recently passed a federal appropriations bill for fiscal year 2021 that continues the limitation of federal prosecution, noting that funds from the bill cannot be used by the DOJ to prevent States from enacting “laws that authorize the use, distribution, possession, or cultivation of medical marijuana.” However, it is uncertain that an appropriations bill will be enacted. As of the AIF Date, the U.S. Congress has not completed action on appropriations for fiscal year 2021.

 

There can be no assurance that the Leahy Amendment will be included in future appropriations bills or that there will not be a shutdown of the U.S. federal government in the future (amid which shutdown, drug enforcement administration agents and U.S. federal prosecutors will be free to operate without any restriction otherwise imposed by the spending bill regarding interference with the medical cannabis industry). In the event of any such occurrence, there can be no assurance that the U.S. federal government will not seek to prosecute cases involving medical cannabis business that are otherwise compliant with State Laws. Further, even if the Leahy Amendment is included in future appropriations bills, it is important to note that the Leahy Amendment provides no protection against businesses operating in compliance with a State’s recreational cannabis Laws.

 

Recap and Summary

 

Cannabis remains illegal under federal Law in the U.S. However, despite the current state of U.S. federal Law, several States (including States within which the Company might indirectly derive a portion of its revenues from) have legalized recreational adult use of cannabis. In addition, well over half of the States have enacted legislation to legalize and regulate the sale and use of medical cannabis without limits on THC, while other States have legalized and regulated the sale and use of medical cannabis with strict limits on the levels of THC.

 

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The conflict between federal Law and State-level Laws in the U.S. amid the presence of the Supremacy Clause, described above, has significant implications for the U.S. cannabis industry at large and for the Company. First, notwithstanding the existence of State-level Laws permitting medical and/or recreational cannabis activities, and notwithstanding the fact that the Company or industry partners may be in compliance with such State-level Laws, there is a significant risk that U.S. federal prosecutors may enforce U.S. federal Laws and seek to prosecute actors involved in activities related to cannabis. Any enforcement of current U.S. federal Laws by U.S. federal prosecutors could cause significant financial damage to the Company and the shareholders of the Company. Violations of any U.S. federal Laws could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the U.S. federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities or divestiture. This could have a Material Adverse Effect, and may also affect the Company’s reputation and ability to conduct business. In addition, it is difficult to estimate the time or resources that would be needed for the investigation of any such matters or its final resolution because, in part, the time and resources that may be needed are dependent on the nature and extent of any information requested by the applicable authorities involved, and such time or resources could be substantial.

 

Second, insofar as the activities of the Company relate to Industrial Hemp, while the Company believes that the Company will not be subject to any action taken by the DEA as long as the Company complies with the requirements of the 2014 Farm Bill and/or the 2018 Farm Bill, and applicable State Laws, there remain a number of considerations, potential changes in regulation, and uncertainties regarding the cultivation, sourcing, production and distribution of Industrial Hemp and products containing Industrial Hemp derivatives. Applicable Laws in the U.S. remain subject to change as there are different interpretations among federal, State and local regulatory agencies, legislators, academics and businesses with respect to the treatment of the importation of derivatives from exempted portions of the cannabis plant, the scope of operation of the 2014 Farm Bill and the 2018 Farm Bill, and the authorizations granted to 2018 Farm Bill-compliant Industrial Hemp growers and licensed Industrial Hemp-derived CBD producers. If existing applicable State or federal Laws in respect of Industrial Hemp in the U.S. are repealed or curtailed, or otherwise interpreted in a manner adverse to the activities of the Company as they relate to Industrial Hemp, any such occurrence could have a Material Adverse Effect.

 

There can be no guarantee that State Laws legalizing and regulating the sale and use of cannabis will not change or be repealed or overturned, or that local government authorities in the U.S. will not limit the applicability of State Laws within their respective jurisdictions. There is a significant risk that future developments in the U.S. cannabis industry could result in third-party service providers suspending or withdrawing services essential to the Company to continue operations in the U.S., and a significant risk that regulatory bodies may impose certain restrictions on the Company’s ability to operate in the U.S.

 

Ability to Access Capital

 

The continued development of the Company’s U.S. operations may require additional financing. The failure to raise such capital could result in the delay or indefinite postponement of the Company’s current business strategy in the U.S. or the Company ceasing to carry on business in the U.S. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Company. Specifically, given the current Laws regarding cannabis at the federal level in the U.S., traditional bank financing is typically not available to issuers engaged in the U.S. cannabis industry. The federal illegality of cannabis in the U.S. means that financial transactions involving proceeds generated by cannabis-related conduct can form the basis for prosecution under several U.S. statutes, including money laundering statutes. As a result, the Company may not be able to secure financing on terms acceptable to it, or at all.

 

In the event that the Company raises funds to support its U.S. operations through the issuances of equity or convertible debt securities, existing shareholders of the Company could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of the holders of Common Shares. In addition, from time to time, the Company may enter into transactions to acquire assets or the shares of other companies in furtherance of its U.S. operations. These transactions may be financed wholly or partially with debt, which may temporarily increase the Company’s debt levels above industry standards. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities, including potential acquisitions.

 

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Table of Concordance

 

In accordance with Staff Notice 51-352, the following is a table of concordance, which is intended to assist readers in identifying those parts of this Annual Information Form that address the disclosure expectations outlined in Staff Notice 51-352. Unless otherwise indicated, all cross references in the below table of concordance refer to subheadings under the heading “U.S. Cannabis-Related Activities Disclosure”.

 

Industry Involvement Specific Disclosure Necessary to Fairly Present All Material Facts, Risks and Uncertainties Cross References / Notes
All Issuers with U.S. Cannabis- Related Activities Describe the nature of the issuer’s involvement in the U.S. cannabis industry and include the disclosures indicated for at least one of the direct, indirect and ancillary industry involvement types noted in this table.

See:

“Nature of Involvement in the U.S. Cannabis Industry”

 

 

 

Prominently state that cannabis is illegal under U.S. federal law and that enforcement of relevant laws is a significant risk.

See:

“Nature of Involvement in the U.S. Cannabis Industry”

“Cannabis is Illegal under U.S. Federal Laws”

“Recap and Summary”

Discuss any statements and other available guidance made by federal authorities or prosecutors regarding the risk of enforcement action in any jurisdiction where the issuer conducts U.S. cannabis-related activities.

See:

“History of Legal Developments in the U.S. Cannabis Industry”

Outline related risks including, among others, the risk that third-party service providers could suspend or withdraw services and the risk that regulatory bodies could impose certain restrictions on the issuer’s ability to operate in the U.S.

See:

“Nature of Involvement in the U.S. Cannabis Industry”

“Cannabis is Illegal under U.S. Federal Laws”

“History of Legal Developments in the U.S. Cannabis Industry”

“Recap and Summary”

Given the illegality of cannabis under U.S. federal law, discuss the issuer’s ability to access both public and private capital and indicate what financing options are / are not available in order to support continuing operations.

See:

“Ability to Access Capital”

Quantify the issuer’s balance sheet and operating statement exposure to U.S. cannabis-related activities. Approximately 21% of the Company’s balance sheet for the financial year of the Company ended October 31, 2020 related to the U.S. cannabis industry. As at the AIF Date, the Company estimates that its balance sheet and operating statement exposure to U.S. cannabis-related activities is approximately 12%.
Disclose if legal advice has not been obtained, either in the form of a legal opinion or otherwise, regarding (a) compliance with applicable state regulatory frameworks and (b) potential exposure and implications arising from U.S. federal law. The Company has received legal advice from U.S. legal counsel regarding (i) compliance with applicable State regulatory frameworks and (ii) potential exposure and implications arising from U.S. federal Law. The Company and its U.S. legal counsel continue to monitor compliance carefully on an ongoing basis.

 

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U.S. Cannabis Issuers with direct involvement in cultivation or distribution Outline the regulations for U.S. states in which the issuer operates and confirm how the issuer complies with applicable licensing requirements and the regulatory framework enacted by the applicable U.S. state. N/A
Discuss the issuer’s program for monitoring compliance with U.S. state law on an ongoing basis, outline internal compliance procedures and provide a positive statement indicating that the issuer is in compliance with U.S. state law and the related licensing framework. Promptly disclose any non-compliance, citations or notices of violation which may have an impact on the issuer’s licence, business activities or operations. N/A
U.S. Cannabis Issuers with indirect involvement in cultivation or distribution Outline the regulations for U.S. states in which the issuer’s investee(s) operate. N/A
Provide reasonable assurance, through either positive or negative statements, that the investee’s business is in compliance with applicable licensing requirements and the regulatory framework enacted by the applicable U.S. state. Promptly disclose any noncompliance, citations or notices of violation, of which the issuer is aware, that may have an impact on the investee’s licence, business activities or operations. N/A
U.S. Cannabis Issuers with material ancillary involvement Provide reasonable assurance, through either positive or negative statements, that the applicable customer’s or investee’s business is in compliance with applicable licensing requirements and the regulatory framework enacted by the applicable U.S. state.

The Company takes commercially reasonable steps to (i) regularly monitor the development of applicable federal and State Laws within the U.S., licensing requirements and regulatory frameworks, (ii) engage U.S. legal counsel, where appropriate, to ensure it is operating in compliance with all applicable Laws and permits, and (ii) ensure that all third parties with which the Company engages in business dealings with are in compliance with the applicable cannabis regulatory framework enacted by the applicable State.

 

The Company believes that it is, and to the best of its knowledge, believes that each third party with which it has a working business relationship is, as of the AIF Date, in compliance with the applicable cannabis regulatory framework in the States in which it operates.

  

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RISK FACTORS

 

The Company is subject to a number of risks. A non-exhaustive list of certain specific and general risks that Management is aware of and believe to be material to, and could affect, the business, results of operations, prospects and financial condition of the Company (the “Non-Exhaustive List of Risk Factors”) is attached as Schedule “A” to this Annual Information Form. When reviewing forward-looking statements and other information contained in this Annual Information Form, readers should carefully consider the Non-Exhaustive List of Risk Factors, as well as other uncertainties, potential events and industry and company-specific factors that may have a Material Adverse Effect on the Company.

 

The Non-Exhaustive List of Risk Factors are not a definitive list of all risk factors associated with an investment in High Tide or in connection with the Business. Additional risks and uncertainties not presently known to Management or that Management does not currently anticipate will be material may impair the Company’s business operations and its operating results, and as a result could materially impact the business, results of operations, prospects and financial condition of the Company. Further, the Company operates in a regulated and rapidly changing environment. New risk factors emerge from time to time and it is not possible for Management to predict all risk factors or the impact of such factors on the Business. Except as required by Applicable Securities Laws, the Company does not intend, and does not assume any obligation, to update or revise the Non-Exhaustive List of Risk Factors attached as Schedule “A” to this Annual Information Form or other information contained in this Annual Information Form.

 

DIVIDENDS AND DISTRIBUTIONS

 

To date, the Company has not declared or paid any cash dividends on any of its issued securities. Other than requirements imposed under applicable corporate law, there are no other restrictions on the ability of the Company to pay dividends under the articles and other constating documents of the Company.

 

As at the AIF Date, the Company does not have any intention of paying dividends in the foreseeable future. Any determination to pay any future dividends in any of the Company’s issued securities will remain at the discretion of the respective board of directors and will be made based an assessment of various factors, including, the Company’s earnings, financial requirements and other conditions deemed relevant by the respective board of directors.

 

DESCRIPTION OF CAPITAL STRUCTURE

 

High Tide’s authorized share capital consists of an unlimited number of Common Shares without par value. As at the Fiscal Year-End Date, there were 240,090,196 Common Shares issued and outstanding. As at the AIF Date, there were 632,519,670 Common Shares issued and outstanding.

 

Common Shares

 

Holders of Common Shares are entitled to one (1) vote for each Common Share held at all meetings of the shareholders of High Tide, to receive dividends if, as and when declared by the Board at its discretion from funds legally available for the payment of dividends, and, upon the liquidation, dissolution or winding up of High Tide, to participate rateably in any distribution of the remaining property or assets of High Tide, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares of High Tide ranking senior in priority to, or on a pro rata basis with, the holders of Common Shares with respect to dividends or liquidation.

 

The Common Shares do not carry any pre-emptive rights, conversion or exchange rights, or redemption, retraction, repurchase rights, nor do they contain any sinking fund or purchase fund provisions. There are no provisions requiring a holder of Common Shares to contribute additional capital, and there are no restrictions on the issuance of additional Common Shares by High Tide.

 

Stock Options

 

High Tide has in place the Stock Option Plan, which was last approved by the shareholders of High Tide on July 24, 2019. The Stock Option Plan provides for the issuance of Options to directors, officers, employees and consultants of the Company as an incentive to assist High Tide in attaining its goal of improved shareholder value. The principal purposes of the Stock Option Plan are (i) to permit the directors, executive officers, employees, consultants and Persons providing investor relation services to participate in the growth and development of the Company through the grant of equity-based awards, and (ii) to allow High Tide to reduce the proportion of executive compensation otherwise paid in cash and reallocate those funds to other corporate initiatives.

 

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The following summary of certain terms of the Stock Option Plan is qualified, in its entirety, by the full text of the Stock Option Plan, which is included in the 2019 Information Circular incorporated by reference herein, and available under High Tide’s profile on SEDAR at www.sedar.com:

 

(a) The Stock Option Plan is a “rolling” plan pursuant to which the aggregate number of Common Shares reserved for issuance thereunder may not exceed, at the time of grant, in the aggregate 10% of High Tide’s issued and outstanding Common Shares from time to time.

 

(b) The Stock Option Plan authorizes the Board or a committee of the Board to which the responsibility of approving the grant of Options has been delegated (such committee, referred to herein as the “Approval Committee”) to fix the grant date and the expiry date of Options, and the exercise prices at which Options may be exercised to purchase Common Shares.

 

(c) The period during which a particular Option may be exercised (the “Exercise Period”) may not exceed 10 years from the grant date of such Option. Any Option or part thereof not exercised within the Exercise Period will terminate and become null, void and of no effect as of the expiry date (the “Stock Option Expiry Date”). The Stock Option Expiry Date is the earliest of the date fixed by the Board or the Approval Committee, as the case may be, or the 90th day following the date the Person ceases to hold their position other than by reason of death or disability, or sooner as prescribed by the Stock Option Plan.

 

(d) The exercise price at which an Option may be used to purchase a Common Share is determined by the Board or the Approval Committee, as the case may be. The exercise price may not be less than the market value for the Common Shares, and is subject to any adjustments required to secure all necessary approvals of any securities regulatory bodies having jurisdiction over the Company, the Stock Option Plan or the Option.

 

(e) The number of Common Shares reserved for issuance to any one Person (other than a consultant of the Company) in any 12 month period may not exceed 5% of the outstanding Common Shares at the time of grant.

 

(f) The number of Common Shares reserved for issuance to any one consultant or Person providing investor relations services to the Company, in any 12 month period, may not exceed 2% of the outstanding Common Shares at the time of grant.

 

(g) The Options issued under the Stock Option Plan are not subject to mandatory vesting provisions, except that that Options granted to Persons providing investor relations services to the Company must vest in stages over not less than 12 months with no more than 25% of such Options vesting in any three month period.

 

(h) The Options are non-assignable and not transferable, except under limited circumstances.

 

As at the AIF Date, High Tide has an aggregate of 23,937,780 unexercised Options issued and outstanding. The following table describes the material terms of the issued and outstanding Options.

 

Date Issued   Number of Underlying
Common Shares
  Exercise Price   Expiry Date
November 21, 2018   1,610,000   $0.50   November 21, 2021
April 30, 2019   250,000   $0.50   April 20, 2022
November 18, 2020   1,977,600   $0.93   November 17, 2021
November 18, 2020   280,160   $0.30   October 17, 2022
November 18, 2020   181,280   $0.70   June 29, 2021
November 18, 2020   61,800   $0.74   November 30, 2023
November 18, 2020   70,040   $0.85   February 26, 2023
November 18, 2020   206,000   $0.94   February 27, 2023
November 18, 2020   288,400   $1.10   February 26, 2024
November 25, 2020   15,512,500   $0.20   November 25, 2023
December 4, 2021   2,500,000   $0.20   December 8, 2023
January 4, 2021   1,000,000   $0.26   January 4, 2024

 

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RSUs

 

High Tide has adopted a restricted share unit plan (“RSU Plan”) whereby High Tide may issue restricted share units (each an “RSU”) subject to maximum of 10% of the issued and outstanding Common Shares as at November 18, 2019 (excluding Common Shares issuable pursuant to all other security based compensation arrangements such as the Stock Option Plan). The RSU Plan supplements the Stock Option Plan by, among other things, providing the Board with an alternative to issuing Options. As at the AIF Date, High Tide has an aggregate of 868,689 RSUs issued and outstanding under the RSU Plan.

 

Warrants

 

As at the AIF Date, High Tide has an aggregate of 148,093,322 unexercised Warrants issued and outstanding. The following table describes the material terms of the issued and outstanding Warrants. Of the issued and outstanding Warrants, as at the AIF Date, an aggregate of 37,865,990 Warrants are listed on the TSXV under the symbol “HITI.WT”, and an aggregate of 23,958,332 Warrants are listed on the TSXV under the symbol “HITI.WR”.

 

Date Issued   Number of Underlying
Common Shares
  Exercise Price   Expiry Date
March 21, 2019   1,000,000   $0.50   March 21, 2021
April 18, 2018   9,805744   $0.85   April 17, 2021
May 22, 2019   1,550,000   $0.75   May 22, 2021
June 17, 2019   4,266,667   $0.85   June 16, 2021
September 3, 2019   300,000   $0.38   September 3, 2021
September 30, 2019   800,000   $0.30   September 30, 2021
November 12, 2019   1,000,000   $0.30   November 12, 2021
November 14, 2019   7,936,507   $0.50   November 14, 2021
December 4, 2019   8,392,857   $0.50   December 4, 2021
December 14, 2019   7,936,508   $0.50   December 12, 2021
January 6, 2020   35,294,117   $0.255   January 6, 2022
January 26, 2020   3,125,000   $0.40   January 26, 2022
November 18, 2020   741,600   $1.311   December 14, 2021
November 18, 2020   37,865,990   $0.352   February 6, 2023
November 18, 2020   4,120,000   $1.104   April 11, 2023
February 21, 2021   23,958,332   $0.58   February 21, 2024

 

Unsecured Debentures

 

As at the AIF Date, High Tide has an aggregate of 7 Unsecured Debentures issued and outstanding. The following table describes the material terms of the issued and outstanding Unsecured Debentures.

 

Date Issued   Aggregate
Principal Amount
of Unsecured
Debentures
  Aggregate
Number of
Underlying
Common Shares
  Conversion Price   Expiry Date
April 18, 2019   $5,533,333   7,377,777   $0.75   April 18, 2021
June 17, 2019   $1,200,000   1,600,000   $0.75   June 17, 2021
November 14, 2019   $2,000,000   7,936,507   $0.252   November 14, 2021

 

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Secured Debentures

 

As at the AIF Date, High Tide has an aggregate of 5 Secured Debentures issued and outstanding. The following table describes the material terms of the issued and outstanding Secured Debentures.

 

Date Issued   Aggregate
Principal Amount
of Secured
Debentures
  Aggregate
Number of
Underlying
Common Shares
  Conversion Price   Expiry Date
January 6, 2020   $2,980,000   17,529,411   $0.17   December 15, 2021
November 18, 2020   $900,000   4,090,909   $0.22   November 30, 2022
December 10, 2020   $1,250,000   5,681,818   $0.22   December 31, 2022
July 23, 2020   $10,552,500   25,429,411   $0.425   January 1, 2025

 

MARKET FOR SECURITIES

 

Trading Price and Volume

 

The Common Shares were listed on the TSXV effective November 19, 2020, and as at the AIF Date, continue to be listed on the TSXV under the trading symbol “HITI”. Prior to November 19, 2020, the Common Shares were listed on the CSE under the trading symbol “HITI”, from December 17, 2018 to November 18, 2020. The Common Shares are currently also listed and posted for trading on the Frankfurt Stock Exchange, under the symbol “2LY”, and on the OTCQB Venture Market, under the symbol “HITIF”.

 

Effective November 19, 2020, the Warrants and Unsecured Debentures issued to former shareholders of Old Meta Growth in connection with the Arrangement began trading on the TSXV under the symbols “HITI.WT” and “HITI.DB”, respectively. Effective February 25, 2021, the Warrants issued pursuant to the Bought Deal Offering began trading on the TSXV under the symbols “HITI.WR”.

 

The following tables sets forth information relating to the trading of the Common Shares on the TSXV and the CSE for the months indicated:

 

TSXV

 

Month   High   Low   Trading Volume  
March 2021(1)   $0.95   $0.63   32,089,267  
February 2021   $1.13   $0.44   209,492,317  
January 2021   $0.690   $0.265   88,998,931  
December 2020   $0.285   $0.165   40,401,972  
November 2020(2)   $0.210   $0.175   10,484,481  

 

Notes:

 

(1) From March 1, 2021 to March 5, 2021.
(2) From November 19, 2020 to November 30, 2020.

 

CSE

 

Month   High   Low   Trading Volume  
November 2020(1)   $0.19   $0.16   9,200,442  
October 2020   $0.175   $0.15   10,115,225  
September 2020   $0.20   $0.16   14,279,967  
August 2020   $0.215   $0.145   14,368,381  
July 2020   $0.165   $0.14   6,641,701  
June 2020   $0.22   $0.15   12,334,915  
May 2020   $0.20   $0.135   6,971,101  
April 2020   $0.165   $0.09   4,734,470  
March, 2020   $0.185   $0.085   8,144,538  
February, 2020   $0.22   $0.14   4,049,504  
January, 2020   $0.26   $0.15   11,415,790  
December, 2019   $0.23   $0.16   7,211,534  
November, 2019   $0.285   $0.18   4,123,640  

 

Notes:

 

(1) From November 1, 2020 to November 18, 2020.

 

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Prior Sales

 

During the financial year of High Tide ended October 31, 2020, High Tide issued the following securities, which are convertible into Common Shares but are not listed or quoted on a marketplace:

 

Stock Options

 

Date Issued   Number   Number of Common Shares Issuable Upon Exercise  

Exercise Price
(per Common
Share)

February 11, 2020   200,000   200,000   $0.50

 

Warrants

 

Date Issued   Number   Number of Common Shares Issuable Upon Exercise  

Exercise Price

(per Common Share)

November 13, 2019   3,500,000   3,500,000   $0.30
November 13, 2019   1,000,000   1,000,000   $0.30
November 14, 2019   7,936,057   7,936,057   $0.50
December 4, 2019   8,392,857   8,392,857   $0.50
December 14, 2019   7,936,058   7,936,058   $0.50
January 6, 2020   58,823,529   58,823,529   $0.255
January 27,2020   3,750,000   3,750,000   $0.40
September 14, 2020   1,600,000   1,600,000   $0.30

 

Unsecured Debentures

 

Date Issued   Number   Number of Common Shares Issuable Upon Conversion  

Conversion Price
(per Common
Share)

November 14, 2019   2,000   7,936,507    $0.252
December 4, 2019   2,115   8,392,857    $0.252
December 14, 2019   2,000   7,936,507    $0.252

 

Secured Debentures

 

Date Issued   Number   Number of Common Shares Issuable Upon Conversion  

Conversion Price
(per Common
Share)

December 12, 2019   700   2,800,000    $0.25
January 6, 2020   5,000   29,411,764    $0.17

 

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ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER

 

The following table sets out the securities of High Tide that were, to the knowledge of High Tide, subject to escrow or subject to a contractual restriction on transfer as of the end of High Tide’s most recently completed financial year ended October 31, 2020.

 

Designation of Class   Number of Securities Held in
Escrow
  Percentage of Class(1)
Common Shares   29,153,211(2)   12.14%
Warrants   54,411(2)   0.04%

 

Notes:

 

(1) Based on 240,090,196 Common Shares and 131,064,114 Warrants issued and outstanding as at October 31, 2020.
(2) Pursuant to the Escrow Agreement, 97,177,371 Common Shares and 181,373 Warrants (collectively, the “Escrowed Securities”) were deposited into escrow in connection with the listing of the Common Shares on the CSE. Pursuant to the terms of the Escrow Agreement, 10% of the Escrowed Securities were released from escrow on the date the Common Shares were listed on the CSE, with the remaining Escrowed Securities to be released in increments of 15% every 6 months thereafter, subject to acceleration provisions provided for in National Policy 46-201 - Escrow for Initial Public Offering.

 

DIRECTORS AND OFFICERS

 

Name, Occupation and Security Holding

 

The following table sets out certain information with respect to the directors and officers of High Tide. Each director of High Tide is elected to hold office until the next annual meeting of the shareholders of High Tide or until their successor is duly elected or appointed.

 

Name, and Province, and Country of Residence Position Principal Occupation(s) for Past Five Years(1) Director or Officer Since

Harkirat (Raj) Grover

 

(Alberta, Canada)

Director, President and Chief Executive Officer

 

Mr. Grover is the founder of High Tide, and has served as the President, Chief Executive Officer, and the Executive Chairman of the Board since the incorporation of High Tide in February 2018. Since 2009, Mr. Grover has served as a director and officer of Famous Brandz, RGR Canada, Canna Cabana, KushBar, and Smoker’s Corner, each of which are wholly-owned Subsidiaries of High Tide Inc. February 8, 2018

Rahim Kanji

 

(Alberta, Canada)

 

Chief Financial Officer

 

Mr. Kanji has over 18 years of experience in various industries from start-up technology to enterprise oil and gas. Most recently he was the Chief Operating Officer at Kudos Inc., prior to which he was the Controller at Solium Capital Inc. May 27, 2019

Nitin Kaushal(2) (3) (4)

 

(Ontario, Canada)

Director

 

Mr. Kaushal has served as a member of the Board since October 2018. Mr. Kaushal is the President of Anik Capital Corp., and has over 30 years of experience in the financial services industry. Recently, he retired from PricewaterhouseCoopers LLP (Canada), where he was a Managing Director in their Corporate Finance Practice. October 16, 2018

 

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Arthur Kwan(2) (3) (4))

 

(Alberta, Canada)

Director

 

Mr. Kwan is the President and Chief Executive Officer of CannaIncome Fund, a private investment firm focused on the cannabis sector. He began his investment career in 1997 with TD Asset Management and brings over 20 years of investment banking, capital markets, and private equity experience. Mr. Kwan has since held increasingly senior investment banking positions with Scotia Capital Inc., PI Financial Corp., and Paradigm Capital Inc., where he was Managing Director, Investment Banking. August 24, 2018

Christian Sinclair(2) (3) (4)

 

(Manitoba, Canada)

Director

 

 

From January 2018 to November 2020, Mr. Sinclair was a member of the board of directors of Meta Growth. Mr. Sinclair is also a member of the Opaskwayak Cree Nation and played a critical role in opening Canada’s first legal Cannabis store on First Nations Land with Meta Growth. November 18, 2020

Andrea Elliott

 

(Ontario, Canada)

Director

 

 

Ms. Elliott is the Executive Vice President, Direct to Consumer at Moose Knuckles Canada – a successful global Canadian luxury outerwear brand. Previously, Ms. Elliott founded r2 retail resources, an independent consultancy that supported domestic and international retailers with strategic initiatives, growth plans, e-commerce ideation and SG&A improvements. Ms. Elliott was also previously Vice President and General Manager of PVH Canada Retail (Calvin Klein, Van Heusen, IZOD & Bass), an Executive Vice President at PricewaterhouseCoopers LLP (Canada) and Chief Operating Officer with Karabus Management – a wholly-owned Subsidiary of PricewaterhouseCoopers LLP (Canada) focused on the retail industry. January 4, 2021

Joy Lisa Avzar

 

(Alberta, Canada)

Vice President and Legal Counsel

 

 

From October 2018 to December 2020, Ms. Avzar acted as the Vice President and Legal Counsel to Meta Growth. Prior to joining Meta Growth, Ms. Avzar occupied the role of the Director-Real Estate and Corporate Services at Royal & Sun Alliance Insurance Company of Canada. November 18, 2020

Andreas-Alexander Palalas

 

(Alberta, Canada)

Chief Revenue Officer

 

 

Mr. Palalas has served as the Chief Revenue Officer of High Tide since May 2018. From July 2016 to August 2019, Mr. Palalas was the Director of Sales at Famous Brandz. November 20, 2018

 

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Shimmy Posen

 

(Ontario, Canada)

Corporate Secretary

 

 

Mr. Posen is a Partner at Garfinkle Biderman LLP in Toronto, Ontario, where he practices in the firm’s corporate commercial and securities group, with an emphasis on corporate finance and mergers and acquisitions. December 14, 2018

Vahan Ajamian

 

(Ontario, Canada)

Vice President, Capital Markets

 

 

Prior to his role with High Tide, Mr. Ajamian held the position of Managing Director-Analyst Relations at MedMen Enterprises Inc., Analyst at Beacon Securities Ltd., Senior Accountant at KPMG LLP (Canada), and Equity Research Associate at TD Securities Inc. November 3, 2020

Omar Khan

 

(Ontario, Canada)

Senior Vice President, Corporate and Public Affairs Prior to his role with High Tide, Mr. Khan held the positions of Vice President and National Cannabis Sector Lead at Hill+Knowlton Strategies, from November 2016 until December 2020.  Prior to that, Mr. Khan served as Chief of Staff to the Province of Ontario’s Minister of Health and Long-Term Care, from July 2014 until October 2016. January 11, 2021

 

Notes:

 

(1) Information with respect to the principal occupation, business or employment is not within the knowledge of High Tide and has been furnished by the respective director and/or officer.
(2) Member of the Corporate Governance and Nominating Committee.
(3) Member of the Compensation Committee.
(4) Member of the Audit Committee.

 

As at the AIF Date, based on High Tide’s review of insider reports filed with System for Electronic Disclosure by Insiders (SEDI) and from information furnished by each director and officer of High Tide, the directors and officers of High Tide, as a group, beneficially owned, directly or indirectly, and exercised control or direction over approximately 100,818,648 Common Shares, representing approximately 15.94% of the issued and outstanding Common Shares as at the AIF Date.

 

A biography of certain directors and officers of High Tide is contained in the 2020 Information Circular, which is incorporated by reference herein, and available under High Tide’s profile on SEDAR at www.sedar.com.

 

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

 

Cease Trade Orders

 

Other than as described below, no director or executive officer of High Tide is, as at the AIF Date, or has been within 10 years before the AIF Date, a director, chief executive officer or chief financial officer of any company (including High Tide), that:

 

(a) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or

 

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(b) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that Person was acting in the capacity as director, chief executive officer or chief financial officer.

 

Nitin Kaushal, a director of High Tide, was a director of 3 Sixty Risk Solutions Ltd. (“3 Sixty”) on July 15, 2020, on which date the Ontario Securities Commission issued a failure-to-file cease trade order against 3 Sixty, ordering that, subject to a limited exception specified in the failure-to-file cease trade order, all trading in the securities of 3 Sixty cease until the company filed (i) its audited annual financial statements for the financial year ended December 31, 2019, (ii) its management’s discussion and analysis for the financial year ended December 31, 2019, and (iii) the certification of the foregoing filings as required by Applicable Securities Laws (the foregoing, collectively, the “Outstanding 3 Sixty Filings”). On October 8, 2020, the Ontario Securities Commission issued an order (the “3 Sixty Partial Revocation Order”) partially revoking its failure-to-file cease trade order, solely to permit trades in securities of 3 Sixty that are necessary for and are in connection with a private placement to be undertaken by 3 Sixty for aggregate gross proceeds of up to $6,750,000 and in order to raise the funds necessary to complete and file the Outstanding 3 Sixty Filings and fund certain expenses outlined in the 3 Sixty Partial Revocation Order.

  

Bankruptcies

 

No director or executive officer of High Tide, nor a shareholder holding a sufficient number of securities of High Tide to affect materially the control of High Tide:

 

(a) is, as at the AIF Date, or has been within the 10 years before the AIF Date, a director or executive officer of any company (including High Tide) that, while that Person was acting in that capacity, or within a year of that Person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

 

(b) has, within the 10 years before the AIF Date, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

 

Penalties or Sanctions

 

No director or executive officer of High Tide, nor a shareholder of High Tide holding a sufficient number of securities of High Tide to affect materially the control of High Tide, has been subject to:

 

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

 

(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

 

Conflicts of Interest

 

High Tide’s directors and officers may serve as directors or officers, or may be associated with, other reporting companies, or have significant shareholdings in other public companies. To the extent that such other companies may participate in business or asset acquisitions, dispositions, or ventures in which the Company may participate, the directors and officers of High Tide may have a conflict of interest in negotiating and concluding terms respecting the transaction. High Tide’s directors and officers may, from time to time, also be engaged in certain outside business interests that do not materially or adversely interfere with their duties to the Company. In some cases, High Tide’s directors and officers may have fiduciary obligations associated with such outside business interests, that could interfere with their ability to devote time to the Company’s business and affairs and that could adversely affect the Company’s operations. Further, such outside business interests could require significant time and attention of High Tide’s directors and officers.

 

In addition, the Company may also become involved in other transactions which conflict with the interests of High Tide`s directors and the officers who may from time to time deal with persons, firms, institutions or companies with which the Company may be dealing, or which may be seeking investments similar to those desired by it. The interests of these persons could conflict with those of the Company. In addition, from time to time, these persons may be competing with the Company for available investment opportunities.

 

Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable Laws. In particular, in the event that such a conflict of interest arises at a meeting of High Tide’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable Laws, the directors of High Tide are required to act honestly, in good faith and in the best interests of High Tide.

 

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PROMOTERS

 

Except as disclosed below, no Person has, during the two (2) most recently completed financial years of High Tide ended October 31, 2020 and 2019 or during the current financial year of High Tide, been a promoter of High Tide.

 

Mr. Harkirat (Raj) Grover, the President, Chief Executive Officer, and a director of High Tide, took the initiative of founding and organizing High Tide and its business and operations, including the business and operations of certain of its Subsidiaries, such as RGR Canada, Smoker’s Corner, Canna Cabana, and KushBar. As at the AIF Date, Mr. Grover continues to be responsible for, among other things, identifying new business opportunities for the Company. Accordingly, Mr. Grover may be considered a promoter of High Tide within the meaning of Applicable Securities Laws.

 

As at the AIF Date, Mr. Grover beneficially owns, controls and directs (i) an aggregate of 97,177,371 Common Shares (representing approximately 15.36% of the issued and outstanding Common Shares as at the AIF Date), and (ii) an aggregate of 1,500,000 Options, with each Option exercisable at an exercise price of $0.25 and expiring on November 25, 2023.

 

During the financial year of High Tide ended October 31, 2020, Mr. Grover receive an annual salary from High Tide in the amount of $310,932, and a bonus of $150,000 pursuant to the terms of his executive employment agreement with High Tide. In addition, High Tide leases an office and a warehouse in Calgary, Alberta that is owned by Grover Properties Inc., a company that is controlled by Mr. Grover. The lease was established by an independent real estate valuations services company at prevailing market rates and has annual lease payments totaling $386,000 per annum. The primary lease term is 5 years with two additional 5-year term extensions exercisable at the option of High Tide.

 

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

 

Legal Proceedings

 

Except as disclosed below, there are no legal proceedings or material regulatory actions to which the Company is or was a party to, or to which any of its respective property is or was the subject of, during the financial year of High Tide ended October 31, 2020, and to the knowledge of High Tide, no such proceedings are contemplated. From time to time, however, the Company may become subject to various claims and legal actions arising in the ordinary course of the Business.

 

In March 2019, High Tide entered into an option agreement (the “2019 Option Agreement”) with a third winner (the “Toronto Lottery Winner”) selected in the First Expression of Interest Application Lottery and an entity controlled by the Toronto Lottery Winner (together with the Toronto Lottery Winner, the “Toronto Litigants”), in respect of the establishment and operation of a retail cannabis store within the City of Toronto, Ontario.

 

In November 2020, the Toronto Litigants commenced an originating application (the “Application”) in the Court of Queen’s Bench of Alberta against High Tide, in respect of the 2019 Option Agreement. The Application seeks (i) a declaration that the 2019 Option Agreement is valid and binding, (ii) a declaration that the Toronto Lottery Winner validly exercised a “put option” granted to the Toronto Lottery Winner pursuant to the terms of the 2019 Option Agreement, and (iii) in the alternative, a declaration that the Toronto Lottery Winner has not extinguished their right to exercise the “put option” again. The Court of Queen’s Bench of Alberta is scheduled to hear the Application on April 9, 2021. High Tide believes the subject matter of the Application to be without merit and intends to fully defend its interests and take all other legal actions available to it.

 

The outcome of the Application is subject to ongoing court proceedings, and it is not practicable to determine an estimate of the possible financial effect (if any) on High Tide at this time, with sufficient reliability. There can be no assurance that High Tide will be successful in challenging the Application. In the event that the Toronto Litigants are successful, High Tide may be exposed to a claim for recovery of legal costs associated with the Application by the Toronto Litigants. Further, in the event that the Toronto Litigants are declared to have validly exercised their “put option” pursuant to the 2019 Option Agreement, High Tide may, subject to the discretion of the Court of Queen’s Bench of Alberta, be required to pay the sum of, the exercise price of $6,250,000, the book value of all inventory at the cannabis retail store on closing, and any outstanding amount (as at closing) of any indebtedness incurred by the Toronto Litigants in relation to the build-out and start-up of the cannabis retail store in accordance with the terms of the 2019 Option Agreement.

 

Regulatory Actions

 

There were no penalties or sanctions imposed against the Company by a court relating to securities legislation, or by a securities regulatory authority, during the financial year of High Tide ended October 31, 2020, and to the knowledge of High Tide, no such penalties or sanctions are contemplated. Further, there are no penalties or sanctions imposed by a court or regulatory body against the Company that would likely be considered important to a reasonable investor in making an investment decision.

 

The Company did not enter into any settlement agreement before a court relating to securities legislation, or with a securities regulatory authority, during the financial year of High Tide ended October 31, 2020.

 

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INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

 

Other than as disclosed in this Annual Information Form, High Tide is not aware of any material interest, direct or indirect, of (i) any Person that beneficially owns, or exercises control or direction over, directly or indirectly, more than ten percent (10%) of the voting rights attached to the Common Shares, (ii) any director or officer of the Company, or (iii) any associate or affiliate of any of the foregoing, in any transaction which has been entered into within the three (3) most recently completed financial years of High Tide, or during the current financial year, that has materially affected or is reasonably expected to materially affect the Company.

 

TRANSFER AGENTS AND REGISTRARS

 

The transfer agent and registrar for the Common Shares is Capital Transfer Agency, ULC, located at 390 Bay Street, Suite 920, Toronto, Ontario, M5H 2Y2.

 

MATERIAL CONTRACTS

 

Except for contracts entered into in the ordinary course of business, there were no contracts entered into by the Company during the 12-month period ended October 31, 2020 which are material, or entered into before the 12-month period ended October 31, 2020, but are still in effect and which are required to be filed with Canadian securities regulators in accordance with Section 12.2 of National Instrument 51-102 – Continuous Disclosure Obligations, other than the following contracts:

 

the Arrangement Agreement;

 

the Windsor Loan Agreement;

 

the Amended Halo Labs APA;

 

the ATB Continuing Guarantee; and

 

the High Tide Debt Restructuring Agreement.

 

Copies of the above-listed material contracts are available for inspection at the offices of High Tide’s legal counsel, Garfinkle Biderman LLP, 1 Adelaide Street East, Suite 801, Toronto, ON M5C 2V9, at any time during ordinary business hours. Copies of the above-listed material contracts are also available under High Tide’s profile on SEDAR at www.sedar.com.

 

INTERESTS OF EXPERTS

 

The following are the persons or companies who were named as having prepared or certified a statement, report or valuation in this Annual Information Firm, either directly, or in a document incorporated by reference and whose profession or business gives authority to the statement, report or valuation made by the Person:

 

Ernst & Young LLP, High Tide’s independent auditors, have prepared an independent audit report dated March 1, 2021 in respect of High Tide’s audited consolidated financial statements for the years ended October 31, 2020 and 2019.

 

The auditors of High Tide, Ernst & Young LLP, are independent with respect to High Tide, in accordance with the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta.

 

AUDIT COMMITTEE

 

Audit Committee Charter

 

High Tide has adopted a charter for the Audit Committee (the “Audit Committee Charter”), which sets out, among other things, the composition of the Audit Committee, as well as its responsibilities, duties, principles and procedures. A copy of the Audit Committee Charter is attached as Schedule “B” to this Annual Information Form.

 

Composition of the Audit Committee

 

The Audit Committee is comprised of the following members:

 

Name   Independence (1)   Financial Literacy (2)
Nitin Kaushal (Chair)   Independent   Financially literate
Arthur Kwan   Independent   Financially literate
Christian Sinclair   Independent   Financially literate

 

Notes:

 

(1) Within the meaning of subsection 6.1.1(3) of National Instrument 52-110 Audit Committees (“NI 52-110”), which requires a majority of the members of an audit committee of a venture issuer not to be executive officers, employees or control persons of the venture issuer or of an affiliate of the venture issuer.
(2) Within the meaning of subsection 1.6 of NI 52-110.

 

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Relevant Education and Experience

 

All members of the Audit Committee have the education and/or practical experience required to understand and evaluate financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by High Tide’s financial statements.

 

The following is a summary of the relevant education and experience of the current members of the Audit Committee:

 

Nitin Kaushal, CPA, CA – Mr. Kaushal is the President of Anik Capital Corp., and has over 30 years of experience in the financial services industry. Recently, he retired from PricewaterhouseCoopers LLP (Canada), where he was a Managing Director in their Corporate Finance Practice. He has worked in a number of senior roles with a number of Canadian investment banks including Desjardins Securities Inc., Orion Securities Inc., Vengate Capital, HSBC Securities Inc., and Gordon Capital and in the venture capital industry with MDS Capital Corp. Mr. Kaushal sits on a number of public and private company boards and has a BSc from the University of Toronto and is a Chartered Professional Accountant.

 

Arthur Kwan, CFA, ICD.D – Mr. Kwan is the President and Chief Executive Officer of CannaIncome Fund, a private investment firm focused on the cannabis sector. He began his investment career in 1997 with TD Asset Management and brings over 20 years of investment banking, capital markets, and private equity experience. Mr. Kwan has since held increasingly senior investment banking positions with Scotia Capital Inc., PI Financial Corp., and Paradigm Capital Inc., where he was Managing Director, Investment Banking.

 

Christian Sinclair – Mr. Sinclair is a proud member of the Opaskwayak Cree Nation. He graduated from Margaret Barbour Collegiate Institute in 1988 and subsequently went on to serve in the Canadian military from 1988 to 1995, participating in tours of duty in Cyprus (1990 Recon) and Somalia (1992-93 Special Forces). In 2003, Mr. Sinclair was named as one of Canada’s Top 40 under 40. He was the co-founder of the Manitoba Indigenous Summer Games and the General Manager for the 2002 North American Indigenous Games in Winnipeg. In 2016, Mr. Sinclair was elected as Onekanew (Chief) for the Opaskwayak Cree Nation. Since then, he has been appointed as one of the co-chairs of a task force created to lead the process of implementing the Government of Manitoba’s Northern Economic Development Strategy.

 

External Auditor Service Fees

 

The aggregate fees billed by High Tide’s external auditors during the financial years of High Tide ended October 31, 2020 and 2019 are as follows:

 

    Fiscal Year ended
October 31, 2020
    Fiscal year ended
October 31, 2019
 
Audit Fees   $ 300,000     $ 409,144  
Audit-related Fees(1)   $ 30,000       Nil  
Tax Fees(2)(3)     Nil       Nil  
All Other Fees(4)     Nil     $ 8,025  
Total   $ 330,000     $ 417,169  

 

Notes:

 

(1) Fees charged for assurance and related services reasonably related to the performance of an audit, and not included under “Audit Fees”.
(2) Fees charged for tax compliance, tax advice and tax planning services.
(3) Tax compliance fees for the financial year ended October 31, 2020 are based on estimated costs.
(4) Fees for services other than disclosed in any other row, including fees related to the review of the Company’s Management Discussion & Analysis.

 

ADDITIONAL INFORMATION

 

Additional information relating to the Company is available under High Tide’s profile on SEDAR at www.sedar.com.

 

Additional information concerning the Company, including the remuneration and indebtedness, of the directors and officers of High Tide, the principal holders of High Tide`s securities, and the securities authorized for issuance under High Tide`s equity compensation plans, is contained in the 2020 Information Circular, which is incorporated by reference herein, and available under High Tide’s profile on SEDAR at www.sedar.com.

 

Additional financial information concerning the Company, including High Tide’s audited consolidated financial statements, the notes thereto, the auditor’s report thereon and related management’s discussion and analysis for the financial year of High Tide ended October 31, 2020, can be found on High Tide’s profile on SEDAR at www.sedar.com.

 

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SCHEDULE “A”

NON-EXHAUSTIVE LIST OF RISK FACTORS

 

Licenses and Permits

 

The ability of the Company to continue the Business is dependent on the good standing of various Authorizations from time to time possessed by the Company and adherence to all regulatory requirements related to such activities. The Company will incur ongoing costs and obligations related to regulatory compliance, and any failure to comply with the terms of such Authorizations, or to renew the Authorizations after their expiry dates, could have a Material Adverse Effect.

 

Although Management believes that the Company will meet the requirements of applicable Laws for future extensions or renewals of the applicable Authorizations, there can be no assurance that applicable Governmental Entities will extend or renew the applicable Authorizations, or if extended or renewed, that they will be extended or renewed on the same or similar terms. In the event that the applicable Governmental Entities do not extend or renew the applicable Authorizations, or should they renew the applicable Authorizations on different terms, any such event or occurrence could have a Material Adverse Effect.

 

The Company remains committed to regulatory compliance. However, any failure to comply with applicable Laws may result in additional costs for corrective measures, penalties, or restrictions on the operations of the Company. In addition, changes in applicable Laws or other unanticipated events could require changes to the operations of the Company, increased compliance costs or give rise to material liabilities, which could have a Material Adverse Effect.

 

Changes in Laws

 

The Business is subject to a variety of applicable Laws, including those relating to the marketing, acquisition, manufacturing, management, transportation, storage, sale, packaging and labeling, and disposal of cannabis and cannabis products. The Company is also subject to applicable Laws relating to health and safety, the conduct of operations, taxation of products and the protection of the environment. As applicable Laws pertaining to the cannabis industry are relatively new, it is possible that significant legislative amendments may still be enacted – either provincially or federally – that address current or future regulatory issues or perceived inadequacies in the regulatory framework. Changes to applicable Laws could have a Material Adverse Effect.

 

The legislative framework pertaining to the Canadian adult-use cannabis market is subject to significant provincial and territorial regulation. The legal framework varies across provinces and territories and results in asymmetric regulatory and market environments. Different competitive pressures, additional compliance requirements, and other costs may also limit the Company’s ability to participate in such market.

 

Risks Relating to Suppliers

 

Cannabis retailers are dependent on the supply of cannabis products from Licensed Producers. There can be no assurance that there will be a sufficient supply of cannabis available to the Company to purchase and to operate the Business or satisfy demand. Licensed Producers’ growing operations are dependent on a number of key inputs and their related costs, including raw materials and supplies. Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could materially impact Licensed Producers and, in turn, could have a Material Adverse Effect. Any inability of Licensed Producers to secure required supplies and services or to do so on appropriate terms could also have a Material Adverse Effect. The facilities of the Licensed Producers could be subject to adverse changes or developments, including but not limited to a breach of security, which could have a Material Adverse Effect. Any breach of the security measures and other facility requirements, including any failure to comply with recommendations or requirements arising from inspections by Health Canada or other legal or regulatory requirements could also have an impact on the ability of Licensed Producers supplying the Company to continue operating under their Authorizations or the prospect of renewing their Authorizations or on the ability or willingness of the Company to sell product sourced from one or more Licensed Producers, which could have a Material Adverse Effect.

 

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In addition to the foregoing, one or more of the risk factors contemplated in this Annual Information Form may also directly apply to, and impact, the business, operations and financial condition of the Licensed Producers supplying the Company, resulting in such Licensed Producers to experience operational slowdowns or other barriers to operations (including as a result of protective measures associated with COVID-19) which may affect the ability of the Company to obtain and sell product sourced from such Licensed Producer. In turn, such events could have an indirect Material Adverse Effect.

 

Third Party Relationships

 

From time to time, the Company may enter into strategic alliances with third parties that the Company believes will complement or augment its Business or will have a beneficial impact on the Company. Strategic alliances with third parties could present unforeseen integration obstacles or costs, may not enhance the Business, and may involve risks that could adversely affect the Company, including the risk that significant amounts of Management’s time may be diverted from operations in order to pursue and complete such transactions or maintain such strategic alliances. Future strategic alliances could result in the Company incurring additional debt, costs and contingent liabilities, and there can be no assurance that future strategic alliances will achieve, or that the Company’s existing strategic alliances will continue to achieve, the expected benefits to the Business or that the Company will be able to consummate future strategic alliances on satisfactory terms, or at all. Any of the foregoing could have a Material Adverse Effect.

 

Reliance on Established Cannabis Retail Stores

 

The Retail Store Authorizations held by the Company are specific to individual cannabis retail stores. Any adverse changes or disruptions to the functionality, security and operation of the Company’s sites or any other form of non-compliance may place the Retail Store Authorizations held by the Company at risk, and have a Material Adverse Effect. As the Business continues to grow, any expansion to or update of the current operating cannabis retail stores of the Company, or the introduction of new cannabis retail stores, will require the approval of the applicable cannabis regulatory authority. There can be no guarantee that the applicable cannabis regulatory authority will approve any such expansions and/or renovations, which could have a Material Adverse Effect.

 

Failure or Significant Delays in Obtaining Regulatory Approvals

 

The ability of the Company to achieve its business objectives are contingent, in part, upon compliance with the regulatory requirements enacted by applicable Governmental Entities, including those imposed by applicable cannabis regulatory authorities, and obtaining and maintaining all Authorizations, where necessary. The Company cannot predict the time required to secure all appropriate Authorizations for the product offerings of the Company in place from time to time, or the extent of testing and documentation that may be required by Governmental Entities. The impact of regulatory compliance regimes and any delays in obtaining, or failure to obtain, the required Authorizations may significantly delay or impact the development of the business and operations of the Company. Non-compliance could also have a Material Adverse Effect.

 

Regulatory or Agency Proceedings, Investigations and Audits

 

The Business requires compliance with many Laws. Failure to comply with these Laws could subject the Company to regulatory or agency proceedings or investigations and could also lead to damage awards, fines and penalties. The Company may become involved in a number of government or agency proceedings, investigations and audits. The outcome of any regulatory or agency proceedings, investigations, audits and other contingencies could harm the Company’s reputation, require the Company to take, or refrain from taking, actions that could harm its operations or require the Company to pay substantial amounts of money, harming its financial condition. There can be no assurance that any pending or future regulatory or agency proceedings, investigations and audits will not result in substantial costs or a diversion of management’s attention and resources or have a Material Adverse Effect.

 

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Product Recalls

 

Manufacturers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labeling disclosure. If any of the products produced by the Company’s suppliers and sold by the Company are recalled due to an alleged product defect or for any other reason, the Company may be required to incur unexpected expenses relating to the recall and potentially any legal proceedings that might arise in connection with the recall. In addition, a product recall may require significant attention of, and time from, Management. There can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. Additionally, if one of the products produced by the Company’s suppliers were subject to recall, the image of that product and the supplier, as well as the Company, could be negatively affected. A recall for any of the foregoing reasons could lead to decreased demand and could have a Material Adverse Effect. Additionally, product recalls may lead to increased scrutiny of the operations by Governmental Entities or other regulatory agencies, requiring further attention from Management and potential legal fees and other expenses which could also have a Material Adverse Effect.

 

Product Liability

 

As a seller of products designed to be ingested by humans, the Company faces an inherent risk of exposure to product liability claims, regulatory action and litigation if the products it sells are alleged to have caused significant loss or injury. In addition, the sale of cannabis and cannabis products involve the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Previously unknown adverse reactions resulting from human consumption of cannabis and cannabis products alone or in combination with other medications or substances could also occur. The Company may be subject to various product liability claims, including that the products they sell caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances.

 

A product liability claim or regulatory action against the Company could result in increased costs to the Company, could adversely affect the reputation of the Company with its clients and consumers generally and could have a Material Adverse Effect. There can be no assurance that the Company or its suppliers will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of the products of the Company.

 

Cannabis Prices

 

The revenues of the Company are in part derived from the sale and distribution of cannabis, as such, the profitability of the Company may be regarded as being directly related to the price of cannabis. The cost of production, sale, and distribution of cannabis is dependent on a number of key inputs and their related costs, including equipment and supplies, labour and raw materials related to the growing operations of cannabis suppliers, as well other overhead costs such as electricity, water, and utilities. Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could have a Material Adverse Effect. Further, any inability to secure required supplies and services or to do so on favourable terms could have a Material Adverse Effect. This includes, among other things, changes in the selling price of cannabis and cannabis products set by the applicable province or territory. There is currently no established market price for cannabis and the price of cannabis is affected by numerous factors beyond the Company’s control. Any price decline could have a Material Adverse Effect.

 

The operations of the Company may be sensitive to changes in the price of cannabis and the overall condition of the cannabis industry.

 

Epidemics and Pandemics (including COVID-19)

 

The Company faces risks related to health epidemics, pandemics and other outbreaks of communicable diseases, which could significantly disrupt its operations and could have a Material Adverse Effect. In particular, the Company could be adversely impacted by the effects of COVID-19, an infectious disease caused by severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2). Since December 31, 2019, the outbreak of COVID-19 has led governments worldwide to enact emergency measures to combat the spread of the virus. These measures, which include, among other things, the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally, resulting in an economic slowdown. Such events may result in a period of business disruption, and in reduced operations, any of which could have a Material Adverse Effect.

 

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As at the AIF Date, the duration and the immediate and eventual impact of COVID-19 remains unknown. In particular, it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its industry partners. To date, a number of businesses have suspended or scaled back their operations and development as cases of COVID-19 have been confirmed, for precautionary purposes or as governments have declared a state of emergency or taken other actions. However, the exact extent to which COVID-19 impacts, or will impact, the Business and the market for the Common Shares, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat COVID-19 (including recommendations from public health officials). In particular, the continued spread of COVID-19 globally could materially and adversely impact the Business, including without limitation, store closures or reduced operational hours or service methods, employee health, workforce productivity, reduced access to supply, increased insurance premiums, limitations on travel, the availability of experts and personnel and other factors that will depend on future developments beyond the Company’s control, which could have a Material Adverse Effect. There can be no assurance that the personnel of the Company will not be impacted by these pandemic diseases and ultimately see its workforce productivity reduced or incur increased costs as a result of these health risks. In addition, COVID-19 represents a widespread global health crisis that could adversely affect global economies and financial markets resulting in an economic downturn that could have a Material Adverse Effect.

 

Public Company Consequences

 

High Tide’s status as a reporting issuer may increase price volatility due to various factors, including the ability to buy or sell its Common Shares, different market conditions in different capital markets and different trading volumes. In addition, low trading volume may increase the price volatility of the Common Shares. The increased price volatility could have a Material Adverse Effect.

 

In addition, as a reporting issuer, High Tide and its business activities will be subject to the reporting requirements of Applicable Securities Laws, and the listing requirements of the TSXV and such other stock exchanges on which its Common Shares may from time to time be listed. Compliance with such rules and regulations will increase the Company’s legal and financial costs making some activities more difficult, time consuming or costly and increase demand on its systems and resources.

 

Market for Securities

 

There is currently no market through which the securities of the Company (other than the Common Shares and a limited number of Warrants) may be sold. This may affect the pricing of the securities of High Tide in the secondary market, the transparency and availability of trading prices, the liquidity of such securities and the extent of issuer regulation. There can be no assurance that an active trading market of securities of High Tide, other than the Common Shares, will develop or, if developed, that any such market will be sustained.

 

Market Price of Securities

 

Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced substantial volatility in the past, and recently, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors included macroeconomic developments in North America and globally, and market perceptions of the attractiveness of particular industries. The price of the Company’s securities (including the Common Shares) is also likely to be affected by the Company’s financial condition or results of operations as reflected in its financial statements. Other factors unrelated to the performance of the Company that may have an effect on the price of the Company’s securities include, but are not limited to, the following: the extent of analytical coverage available to investors concerning the Business may be limited if investment banks with research capabilities do not follow the Company’s securities, lessening in trading volume and general market interest in the Company’s securities may affect an investor’s ability to trade significant numbers of the Company’s securities, and a substantial decline in the price of the Company’s securities that persists for a significant period of time could cause the Company’s securities, if listed on an exchange, to be delisted from such exchange, further reducing market liquidity. As a result of any of these factors, the market price of the Company’s securities at any given point in time may not accurately reflect the long-term value of the Company. Class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

 

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Competition

 

The Company faces, and will continue to face, intense competition from other companies, some of which can be expected to have longer operating histories and greater financial resources (including technical, marketing, and other resources compared to the Company). Such companies may be able to devote greater resources to the development, promotion, sale and support of their respective products and services. Such companies may also have more extensive customer bases and broader customer relationships, and may make it increasingly difficult for the Company to, among other things, enter into favorable business agreements, negotiate favourable prices, recruit or retain qualified employees, and acquire the capital necessary to fund capital investments by the Company.

 

In addition, Management estimates that, as at the AIF Date, there may be currently hundreds of applications for Retail Store Authorizations being processed by applicable cannabis regulatory authorities. The number of Authorizations granted, and the number of retail cannabis store operators ultimately authorized by applicable cannabis regulatory authorities, could have an adverse impact on the ability of the Company to compete for market share in the cannabis market within various jurisdictions in Canada. The Company also faces competition from illegal cannabis dispensaries, engaged in the sale and distribution of cannabis to individuals without valid Authorizations.

 

Lastly, as the cannabis market continues to mature, both domestically and internationally, the overall demand for products and the number of competitors may be expected to increase significantly. Such increases may also be accompanied by shifts in market demand, and other factors that Management cannot currently anticipate, and which could potentially reduce the market for the products of the Company, and ultimately have a Material Adverse Effect.

 

In order to remain competitive in the evolving cannabis market, the Company will need to invest significantly in, among other things, research and development, market development, marketing, production expansion, new client identification, distribution channels, and client support. In the event that the Company is not successful in obtaining sufficient resources to invest in these areas, the ability of the Company to compete in the cannabis market may be adversely affected, which could have a Material Adverse Effect.

 

Dependence on Key Personnel

 

The success of the Company is dependent upon the ability, expertise, judgment, discretion and good faith of Management as well as certain consultants (collectively, the “Key Personnel”). The future success of the Company depends on their continuing ability to attract, develop, motivate, and retain the Key Personnel. Qualified individuals for Key Personnel positions are in high demand, and the Company may incur significant costs to attract and retain them. The loss of the services of Key Personnel, or an inability to attract other suitably qualified persons when needed, could have a Material Adverse Effect on the ability of the Company to execute on its business plan and strategy, and the Company may be unable to find adequate replacements on a timely basis, or at all. While employment and consulting agreements are customarily used as a primary method of retaining the services of Key Personnel, these agreements cannot assure the continued services of such individuals and consultants.

 

Conflicts of Interest

 

The Company may, from time to time, be subject to various potential conflicts of interest due to the fact that some of its officers, directors and consultants may be engaged in a range of outside business activities. The executive officers, directors and consultants of the Company may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Company. In some cases, the executive officers, directors and consultants of the Company may have fiduciary obligations associated with these outside business interests that interfere with their ability to devote time to the Business and that could have a Material Adverse Effect. These outside business interests could also require significant time and attention of the Company’s executive officers, directors and consultants.

 

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In addition, the Company may also become involved in other transactions which conflict with the interests of its directors, officers and consultants who may from time to time deal with persons, firms, institutions or companies with which the Company may be dealing, or which may be seeking investments similar to those desired by the Company. The interests of these persons could conflict with those of the Company. Further, from time to time, these persons may also be competing with the Company for available investment opportunities.

 

Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable Laws. In particular, in the event that such a conflict of interest arises at a meeting of the Board, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable Laws, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company.

 

Limited Operating History

 

The Company has a limited history of operations and is in the early stage of development as it attempts to create an infrastructure to capitalize on the opportunity for value creation in the cannabis industry. The Company is therefore subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial, and other resources and lack of revenues. The limited operating history may also make it difficult for investors to evaluate the Company’s prospects for success. There is no assurance that the Company will be successful and the likelihood of success must be considered in light of its early stage of operations.

 

The Company may not be able to achieve or maintain profitability and may incur losses in the future. In addition, the Company is expected to increase its capital investments as it implements initiatives to grow the Business. If the Company’s revenues do not increase to offset these expected increases, the Company may not generate positive cash flow. There is no assurance that future revenues will be sufficient to generate the funds required to continue operations without external funding.

 

Fraudulent or Illegal Activity

 

The Company is exposed to the risk that its employees, independent contractors, consultants, service providers and licensors may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional undertakings of unauthorized activities, or reckless or negligent undertakings of authorized activities, in each case on the Company’s behalf or in their services that violate (a) various applicable Laws, including healthcare Laws, (b) applicable Laws that require the true, complete and accurate reporting of financial information or data, or (c) the terms of the Company’s agreements with third parties. Such misconduct could expose the Company to, among other things, class actions and other litigation, increased regulatory inspections and related sanctions, and lost sales and revenue or reputational damage.

 

The Company cannot always identify and prevent misconduct by its employees and other third parties, including third party service providers, and the precautions taken by the Company to detect and prevent this activity may not be effective in controlling unknown, unanticipated or unmanaged risks or losses or in protecting it from governmental investigations or other actions or lawsuits stemming from such misconduct. If any such actions are instituted against the Company, and it is not successful in defending itself or asserting its rights, those actions could have a significant impact on its Business, including the imposition of civil, criminal or administrative penalties, damages, monetary fines and contractual damages, reputational harm, diminished profits and future earnings or curtailment of its operations.

 

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Internal Controls

 

Effective internal controls are necessary for the Company High Tide to provide reliable financial reports and to help prevent fraud. Although High Tide has, and will continue to develop and implement, a number of procedures and safeguards in order to help ensure the reliability of its financial reports, including those imposed on High Tide under applicable Laws, in each case High Tide cannot be certain that such measures will ensure that High Tide maintains adequate control over financial processes and reporting. Any failure to implement required, new, or improved controls, or difficulties encountered in their implementation, could have a Material Adverse Effect or cause High Tide to fail to meet its reporting obligations under applicable Laws. Further, in the event that High Tide or its auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in High Tide’s consolidated financial statements and could have a Material Adverse Effect.

 

General Economic Risks

 

The operations of the Company could be affected by the economic context should interest rates, inflation or the unemployment level reach levels that influence consumer trends and spending and, consequently, impact the sales and profitability of the Company. Investors should further consider, among other factors, the prospects for success, of the Company, in light of the risks and uncertainties encountered by companies that, like the Company, are in their early stages. The Company may not be able to effectively or successfully address such risks and uncertainties or successfully implement operating strategies to mitigate the impact of such risks and uncertainties. In the event that the Company fails to do so, such failure could materially harm the Business and could result in a Material Adverse Effect.

 

Difficulty to Forecast

 

The Company relies, and will need to rely, largely on its own market research to forecast industry statistics as detailed forecasts are not generally obtainable, if obtainable at all, from other sources at this early stage of the adult-use cannabis industry. Failure in the demand for the adult-use cannabis products as a result of competition, technological change, change in the regulatory or legal landscape or other factors could have a Material Adverse Effect.

 

Management of Growth

 

To manage growth effectively and continue the sale and distribution of cannabis and cannabis products at the same pace as currently undertaken, or at all, the Company will need to continue to implement and improve its operational and financial systems and to expand, train and manage its larger employee base. The ability of the Company to manage growth effectively may be affected by a number of factors, including, among other things, non-performance by third party contractors and suppliers, increases in materials or labour costs, and labour disputes. The inability of the Company to manage or deal with growth could have a Material Adverse Effect.

 

Additional Capital

 

The continued development of the Business may require additional financing, and any failure to raise such capital could result in the delay or indefinite postponement of the current and future business strategy of the Company, or result in the Company ceasing to carry on business. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be available on favorable terms. If additional funds are raised through issuances of equity or convertible debt securities, existing shareholders of the Company could suffer significant dilution, and any new equity securities issued could have rights, preferences, and privileges superior to those of the Common Shares.

 

In addition, from time to time, the Company may enter into transactions to acquire assets or the shares of other companies. These transactions may be financed wholly or partially with debt, which may increase the debt levels of the Company above industry standards and impact the ability of the Company to service such debt. Any debt financing obtained in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which could make it more difficult for the Company to obtain additional capital and pursue business opportunities, including potential acquisitions. Debt financings may contain provisions, which, if breached, entitle lenders to accelerate repayment of debt and there is no assurance that the Company would be able to repay such debt in such an event or prevent the enforcement of security, if any, granted pursuant to such debt financing.

 

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Inability to Develop New Products or Find Market

 

The cannabis industry is in its early stages of development and it is likely that the Company, and existing and future competitors, will seek to introduce new products in the future. In attempting to keep pace with any new market developments, the Company may need to expend significant amounts of capital in order to successfully develop and generate revenues from new products introduced by the Company. In addition, the Company may be required to obtain additional regulatory approvals from applicable Cannabis regulatory authorities and any other applicable regulatory authorities, which may take significant amounts of time and entail significant costs. On October 17, 2019, new regulations under the Cannabis Act came into force, permitting the production and sale of cannabis edibles, extracts, and topicals. The impact of these regulatory changes on the Business is unknown. The Company may not be successful in developing effective and safe new products, bringing such products to market in time to be effectively commercialized, or obtaining any required regulatory approvals, which, together with any capital expenditures made in the course of such product development and regulatory approval processes, could have a Material Adverse Effect.

 

Product Obsolescence

 

The cannabis market and associated products and technology are rapidly evolving, both domestically and internationally. As a result, the Company may be unable to anticipate and/or respond to developments in a timely and cost-efficient manner. The process of developing new products is complex and requires significant costs, development efforts, and third-party commitments. Any failure on the part of the Company to develop new products and technologies and/or the potential disuse of the existing products of the Company and technologies could have a Material Adverse Effect. The success of the Company will depend, in part, on the ability of the Company to continually invest in research and development and enhance existing technologies and products in a competitive manner. However, there can be no guarantee that the Company will be able to invest in research and development and enhance existing technologies and products in a competitive and timely manner, and any failure to do so could have a Material Adverse Effect.

 

Restrictions on Branding and Advertising

 

The success of the Company depends on the ability of the Company to attract and retain customers. applicable Laws strictly regulate the way cannabis is packaged, labelled, and displayed. The associated provisions are quite broad and are subject to change. As at the AIF Date, applicable Laws prohibit the use of testimonials and endorsements, depiction of people, characters and animals and the use of packaging that may be appealing to young people. Existing and future restrictions on the packaging, labelling, and the display of cannabis and cannabis products may adversely impact the ability of the Company to establish brand presence, acquire new customers, retain existing customers and maintain a loyal customer base. This could ultimately have a Material Adverse Effect.

 

Unfavorable Publicity or Consumer Perception

 

The success of the cannabis industry may be significantly influenced by the public’s perception of cannabis. In general, cannabis continues to be a controversial topic, and there is no guarantee that future scientific research, publicity, regulations, medical opinion, and public opinion relating to cannabis will be favorable. Consumer perception of the products of the Company may, from time to time, be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of cannabis and cannabis products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the cannabis market or any particular product, or consistent with earlier publicity. Future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity that are perceived as less favorable than, or that question, earlier research reports, findings or publicity could have a Material Adverse Effect, including by affecting the demand for the Company’s products and the Business. In particular, adverse scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity, whether or not accurate or with merit, could have a Material Adverse Effect, and could affect the demand for the products of the Company. Further, adverse publicity reports or other media attention regarding the safety, efficacy and quality of cannabis in general, or the products of the Company specifically, or associating the consumption of cannabis with illness or other negative effects or events, could have a Material Adverse Effect. Such adverse publicity reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers’ failure to consume such products legally, appropriately, or as directed.

 

Lastly, the parties with which the Company does business from time to time may perceive that they are exposed to reputational risk as a result of the Business, which could make it difficult for the Company to establish or maintain banks and other business relationships. Any failure to establish or maintain such business relationships could have a Material Adverse Effect.

 

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Acquisitions or Dispositions

 

Since its inception, the Company has completed a number of significant acquisitions. Material acquisitions, dispositions, and other strategic transactions involve a number of risks, including (a) the risk that there could be a potential disruption of the Business, (b) the risk that the anticipated benefits and cost savings of those transactions may not be realized fully, or at all, or may take longer to realize than expected (including the risk that perceived synergies associated with such transactions may not eventuate or are less pronounced than originally expected), (c) the risk that the transactions will result in an increase in the scope and complexity of the operations of the Company which the Company may not be able to managed effectively, and (d) the risk of a loss or reduction of control over certain assets of the Company.

 

The presence of one or more material liabilities and/or commitments of an acquired company that are unknown to the Company at the time of acquisition could have a Material Adverse Effect. A strategic transaction may also result in a significant change in the nature of the business, operations and strategy of the Company. In addition, the Company may encounter unforeseen obstacles or costs in implementing a strategic transaction or integrating any acquired business into the existing operations of the Company.

 

Further, the Company intends to continue to seek viable market opportunities to grow the Business both organically and through acquisitions (such as the proposed acquisition of Smoke Cartel Inc., described earlier in this Annual Information Form), dispositions, and other strategic transactions. Any inability, on the Company’s part, to successfully identify and/or execute on such transactions in a timely manner could have a Material Adverse Effect. In particular, the Company may, in pursuing such transactions, devote considerable resources and incur significant expenses (including on, among other things, conducting due diligence and negotiating the relevant agreements and instruments). In the event that a proposed acquisition or disposition is not completed on the terms and within the timelines anticipated, such expenses may reduce the profitability of the Company and could have a Material Adverse Effect.

 

Holding Company Risk

 

High Tide is a holding company. Essentially, all of High Tide’s operating assets are the capital stock of its Subsidiaries, and substantially all of the Business is conducted through its Subsidiaries which are separate legal entities. Consequently, High Tide’s cash flows and ability to pursue future business and expansion opportunities are dependent on the earnings of High Tide’s Subsidiaries and the distribution of those earnings to High Tide. The ability of High Tide to pay dividends and other distributions will depend on the operating results of its Subsidiaries and will be subject to applicable Laws (which require that certain solvency and capital standards be maintained by High Tide) and applicable contractual restrictions contained in the instruments governing their debt. In the event of a bankruptcy, liquidation or reorganization of any of High Tide’s Subsidiaries, holders of indebtedness and trade creditors will generally be entitled to payment of their claims from the assets of such Subsidiaries before any assets are made available for distribution to High Tide.

 

Challenging Global Financial Conditions

 

Global financial conditions have been characterized by increased volatility, with numerous financial institutions having either gone into bankruptcy or having to be rescued by Governmental Entities. Global financial conditions could suddenly and rapidly destabilize in response to future events as Governmental Entities may have limited resources to respond to future crises. Global capital markets have continued to display increased volatility in response to global events. Future crises may be precipitated by any number of causes including natural disasters, the outbreak of communicable disease, geopolitical instability, and changes to energy prices or sovereign defaults. Any sudden or rapid destabilization of global economic conditions could negatively impact the ability of the Company, or the ability of the operators of the companies in which the Company may, from time to time, hold interests, to obtain equity or debt financing or make other suitable arrangements to finance their projects. In the event that increased levels of volatility continue or in the event of a rapid destabilization of global economic conditions, such events could result in a Material Adverse Effect.

 

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Litigation

 

The Company may, from time to time, become party to regulatory proceedings, litigation, mediation, and/or arbitration from time to time in the ordinary course of business, which could have a Material Adverse Effect. Monitoring and defending against legal actions, whether or not meritorious, can be time-consuming, can divert Management’s attention and resources and can cause the Company to incur significant expenses. In addition, legal fees and costs incurred in connection with such activities may be significant and the Company could, in the future, be subject to judgments or enter into settlements of claims for significant monetary damages. While the Company may have insurance that may cover the costs and awards of certain types of litigation, the amount of insurance may not be sufficient to cover any costs or awards. Substantial litigation costs or an adverse result in any litigation could have a Material Adverse Effect. Litigation may also create a negative perception of the Company. Any decision resulting from any such litigation could have a Material Adverse Effect.

 

Dividend Policy

 

The declaration, timing, amount and payment of dividends are at the discretion of the Board and will depend upon High Tide’s future earnings, cash flows, acquisition capital requirements and financial condition, and other relevant factors. There can be no assurance that High Tide will declare a dividend on a quarterly, annual or other basis.

 

Customer Acquisitions

 

The success of the Company depends, in part, on the ability of the Company to attract and retain customers. There are many factors which could impact the Company’s ability to attract and retain customers, including but not limited to the ability to continually source desirable and effective product, the successful implementation of customer-acquisition plans and the continued growth in the aggregate number of customers. Any failure to acquire and retain customers would have a Material Adverse Effect.

 

Risks Inherent in an Agricultural Business

 

The business of certain suppliers of the Company involves the growth and cultivation of cannabis. Cannabis is an agricultural product, and as such, the business of growing and cultivating cannabis is subject to the customary risks inherent in the agricultural business, such as insects, plant diseases and similar agricultural risks. Weather conditions, which can vary substantially from year to year, may from time to time also have a significant impact on the size and quality of the harvest of the crops processed and sold by certain suppliers of the Company. Significant fluctuations in the total harvest could impact the ability of the Company to operate. Further, high degrees of quality variance can also affect the ability of the Company to obtain and retain customers. There can be no assurance that natural elements will not have a material adverse effect on the cannabis and cannabis products produced by suppliers of the Company, which could have a Material Adverse Effect.

 

Uninsured or Uninsurable Risks

 

While the Company may have insurance to protect its assets, operations, and employees, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which the Company is exposed. No assurance can be given that such insurance will be adequate to cover the liabilities of the Company or that it will be available in the future or at all, and that it will be commercially justifiable. The Company may be subject to liability for risks against which the Company cannot insure or against which the Company may elect not to insure due to the high cost of insurance premiums or other factors. The payment of any such liabilities would reduce the funds available to the Company for normal business activities. Payment of liabilities for which the Company does not carry insurance could have a Material Adverse Effect.

 

Wholesale Price Volatility

 

The cannabis industry is a margin-based business in which gross profits depend, among other things, on the excess of sales prices over costs. Consequently, profitability is sensitive to fluctuations in wholesale and retail prices caused by changes in supply (which itself depends on other factors such as weather, fuel, equipment and labour costs, shipping costs, economic situation and demand), taxes, government programs and policies for the cannabis industry (including price controls and wholesale price restrictions that may be imposed by provincial agencies responsible for the sale of cannabis) and other market conditions, all of which are factors beyond the control of the Company, and which could have a Material Adverse Effect.

 

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Intellectual Property

 

The success of the Company depends, in part, on the ability to protect the Company’s ideas and technologies. As such, the ownership and protection of current and future trademarks, patents, trade secrets and intellectual property rights of the Company, as applicable, are currently, and are expected to be, key aspects of the future success of the Company. However, registration of trademarks, patents and other intellectual property could potentially be rejected by the governing authorities of the regions in which the Company is currently pursuing, or will from time to time pursue, business opportunities and the validity of any registrations granted may subsequently be challenged by third-parties. The outcome of these registration and validity challenge processes is unpredictable.

 

In addition, unauthorized parties may attempt to replicate or otherwise obtain and use the current and future products and technologies of the Company. Policing the unauthorized use of the current or future trademarks, patents, trade secrets or intellectual property rights of the Company could be difficult, expensive, time-consuming and unpredictable, as may be enforcing these rights against unauthorized use by others. Identifying unauthorized use of intellectual property rights is difficult as the Company may be unable to effectively monitor and evaluate the products being distributed by its competitors, including parties such as unlicensed dispensaries, and the processes used to produce such products. In addition, in any infringement proceeding, some or all of the trademarks, patents or other intellectual property rights or other proprietary know-how, or arrangements or agreements seeking to protect the same may be found invalid, unenforceable, anti-competitive or not infringed. An adverse result in any litigation or defense proceedings could put one or more of the trademarks, patents or other intellectual property rights at risk of being invalidated or interpreted narrowly and could put existing intellectual property applications at risk of not being issued. Any or all of such events, to the extent involving the Company, could have a Material Adverse Effect.

 

Finally, other parties may claim that the products of the Company infringe on their proprietary and perhaps patent-protected rights. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, legal fees, injunctions, temporary restraining orders and/or require the payment of damages. As well, the Company may need to obtain licences from third parties who allege that the Company may have infringed on their lawful rights. However, such licences may not be available on terms acceptable to the Company or at all. In addition, the Company may not be able to obtain or utilize on terms that are favorable, or at all, licences or other rights with respect to intellectual property that High Tide does not own.

 

Transportation Risks

 

The suppliers of the Company will depend on fast and efficient courier and transportation services. Any prolonged disruption of such courier and transportation services could have a Material Adverse Effect. Due to the nature of the Business, security of product during transport is of the utmost concern. A breach of security during transport or delivery could have a Material Adverse Effect. Any breach of the security measures during transport or delivery, including any failure to comply with recommendations or requirements of applicable Cannabis regulatory authorities or other regulatory agencies, could also have an impact on the ability of the Company, as well as its suppliers’ ability to continue operating.

 

Leases

 

The Company may, from time to time, enter into lease agreements for locations in respect of which at the time of entering such agreement, the Company does not have a license or permit to sell cannabis and cannabis products. In the event the Company is unable to obtain Authorizations to sell cannabis and cannabis products at such locations in compliance with applicable Laws, such leases may become a liability of the Company without a corresponding revenue stream. In the event that the Company is unable to obtain permits and/or licences at numerous locations for which the Company has or will have a lease obligation, this could have a Material Adverse Effect.

 

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International Sales and Operations

 

The Company conducts a portion of the Business in foreign jurisdictions such as the United States, and the Netherlands, and is subject to regulatory compliance in the jurisdictions in which it operates from time to time. The sales operations of the Company in foreign jurisdictions are subject to various risks, including, but not limited to, exposure to currency fluctuations, political and economic instability, increased difficulty of administering business, and the need to comply with a wide variety of international and domestic Laws and regulatory requirements. Further, there are a number of risks inherent in the Company’s international activities, including, but not limited to, unexpected changes in the governmental policies of Canada, the United States, or other foreign jurisdictions concerning the import and export of goods, services and technology and other regulatory requirements, tariffs and other trade barriers, costs and risks of localizing products for foreign languages, longer accounts receivable payment cycles, limits on repatriation of earnings, the burdens of complying with a wide variety of foreign Laws, and difficulties supervising and managing local personnel. The financial stability of foreign markets could also affect the Company’s international sales. Such factors may have a Material Adverse Effect. In addition, international income may be subject to taxation by multiple jurisdictions, which could also have a Material Adverse Effect.

 

Ancillary Business in the United States Cannabis Industry

 

The Company derives a portion of its revenues from the cannabis industry in certain States. The Company is not directly or indirectly engaged in the manufacture, importation, possession, use, sale or distribution of cannabis in the recreational or medical cannabis industry in the U.S., however, the Company may be considered to have ancillary involvement in the U.S. cannabis industry. Due to the current Business and any future opportunities, the Company may become the subject of heightened scrutiny by regulators, stock exchanges and other authorities in Canada. As a result, the Company may be subject to significant direct or indirect interaction with public officials. There can be no assurance that this heightened scrutiny will not in turn lead to the imposition of certain restrictions on the Company’s ability to invest in the United States or any other jurisdiction, in addition to those described in this Annual Information Form.

 

Significant Risk of Enforcement of U.S. Federal Laws

 

There can be no assurance that the U.S. federal government will not seek to prosecute cases involving cannabis businesses, including those of the Company, notwithstanding compliance with the securities Laws of the applicable State. Such proceedings could have a Material Adverse Effect.

 

Further, violations of any U.S. federal Laws could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the U.S. federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities or divestiture. This could have a Material Adverse Effect, including on its reputation and ability to conduct business, its ability to list its securities on stock exchanges, its financial position, its operating results, its profitability or liquidity or the value of its securities. In addition, the time of Management and advisors of the Company and resources that would be needed for the investigation of any such matters or their final resolution could be substantial.

 

Political and Other Risks Operating in Foreign Jurisdictions

 

The Company has operations in various foreign markets and may have operations in additional foreign and emerging markets in the future. Such operations expose the Company to the socioeconomic conditions as well as the Laws governing the controlled substances industry in such foreign jurisdictions. Inherent risks with conducting foreign operations include, but are not limited to, high rates of inflation; fluctuations in currency exchange rates, military repression, war or civil unrest, social and labour unrest, organized crime, terrorism, violent crime, expropriation and nationalization, renegotiation or nullification of existing Authorizations, changes in taxation policies, restrictions on foreign exchange and repatriation, and changes political norms, currency controls and governmental regulations that favour or require the Company to award contracts in, employ citizens of, or purchase supplies from, the jurisdiction.

 

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Corruption and Anti-Bribery Law Violations

 

The Company is subject to Canadian Laws which generally prohibit companies and employees from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. In addition, the Company is subject to the anti-bribery and anti-money laundering Laws of foreign jurisdictions in which it may from time to time conduct the Business. The Company’s employees or other agents may, without its knowledge and despite its efforts, engage in prohibited conduct, whether prohibited under the Company’s policies and procedures or under anti-bribery Laws, for which the Company may be directly or indirectly held responsible. There can be no assurance that the Company’s internal control policies and procedures from time to time in effect will protect it from recklessness, fraudulent behaviour, dishonesty or other inappropriate acts committed by its affiliates, employees, contractors or agents. If the Company’s employees or other agents are found to have engaged in such practices, the Company could suffer severe penalties and other consequences that may have a Material Adverse Effect.

 

Applicable Privacy Laws

 

The Company may from time to time collect and store personal information about its customers and will be responsible for protecting that information from privacy breaches. A privacy breach may occur through procedural or process failure, information technology malfunction, or deliberate unauthorized intrusions. Theft of data for competitive purposes, particularly client lists and preferences, is an ongoing risk whether perpetrated via employee collusion or negligence or through deliberate cyber-attack. Any such theft or privacy breach could have a Material Adverse Effect.

 

 

[Remainder of page intentionally left blank.]

 

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SCHEDULE “B”

AUDIT COMMITTEE CHARTER

 

(See attached)

 

 

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EXHIBIT 99.150

 

FORM 52-109F1 – AIF
CERTIFICATION OF ANNUAL FILINGS
IN CONNECTION WITH VOLUNTARILY FILED AIF

 

This certificate is being filed on the same date that High Tide Inc. (the “Issuer”) has voluntarily filed an AIF.

 

I, Rahim Kanji, the Chief Financial Officer of High Tide Inc., certify the following: 

 

1. Review: I have reviewed the AIF, annual financial statements and annual MD&A, including for greater certainty all documents and information that are incorporated by reference in the AIF (together, the “Annual Filings”) of the Issuer for the financial year ended October 31, 2020.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the Annual Filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the Annual Filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the Annual Filings fairly present in all material respects the financial condition, financial performance and cash flows of the Issuer, as of the date of and for the periods presented in the Annual Filings.

 

Date: March 11, 2021.

 

(signed) “Rahim Kanji”  
Rahim Kanji  
Chief Financial Officer  

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:

 

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the Issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Issuer’s GAAP.

 

The Issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EXHIBIT 99.151

 

FORM 52-109F1 – AIF
CERTIFICATION OF ANNUAL FILINGS
IN CONNECTION WITH VOLUNTARILY FILED AIF

 

This certificate is being filed on the same date that High Tide Inc. (the “Issuer”) has voluntarily filed an AIF.

 

I, Harkirat (Raj) Grover, the Chief Executive Officer of High Tide Inc., certify the following: 

 

1. Review: I have reviewed the AIF, annual financial statements and annual MD&A, including for greater certainty all documents and information that are incorporated by reference in the AIF (together, the “Annual Filings”) of the Issuer for the financial year ended October 31, 2020.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the Annual Filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the Annual Filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the Annual Filings fairly present in all material respects the financial condition, financial performance and cash flows of the Issuer, as of the date of and for the periods presented in the Annual Filings.

 

Date: March 11, 2021.

 

(signed) “Harkirat (Raj) Grover”  
Harkirat (Raj) Grover  
Chief Executive Officer  

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:

 

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the Issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Issuer’s GAAP.

 

The Issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EXHIBIT 99.152

 

 

 

FOR IMMEDIATE RELEASE

 

High Tide Expands Ontario Footprint with First Canna Cabana Retail Cannabis Store in London

 

CALGARY, AB, March 15, 2021 – High Tide Inc. (“High Tide” or the “Company (TSXV: HITI) (OTCQB: HITIF) (FRA:2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, announced today that the Canna Cabana retail store located at 760 Hyde Park Road in London, Ontario (the “London Store”) has begun selling recreational cannabis products for adult use. This represents High Tide’s 76th branded retail location nationwide, and its first store to commence operations in Ontario’s sixth largest urban centre.

 

“The London Store expands our retail footprint into an exciting new market for High Tide and reinforces our strong position as a leading retailer in Canada’s most populous province,” said Raj Grover, President & Chief Executive Officer of High Tide. “Our long-term growth plan focuses on Ontario where we have 27 open and in-queue locations and are committed to reaching the current provincial maximum of 30 locations before the end of September 2021,” added Mr. Grover.

 

The City of London is a growing community of over 380,000 people situated in the heart of southwestern Ontario and is home to the prominent Western University and Fanshawe College campuses.

 

About High Tide Inc.

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 76 branded retail locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

 

Neither the TSX Venture Exchange (the “TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

 

 

 

 

 

FOR IMMEDIATE RELEASE

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This news release contains “forward-looking statements”, within the meaning of applicable securities laws. These statements include, but are not limited to statements regarding the potential mineralization and resources, exploration results, and future plans and objectives. Generally, these 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 state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, use of proceeds,  level of activity, performance or achievements of High Tide to be materially different from those expressed or implied by such forward-looking statements, including but not limited to risks related to: risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the retail cannabis markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industries generally; income tax and regulatory matters; the ability of High Tide to implement its business strategy; competition; currency and interest rate fluctuations; the COVID-19 pandemic nationally and globally and the response of governments to the COVID-19 pandemic in respect of the operation of retail stores and other risks. Although management of High Tide has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.  There can be no assurance that such 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 to update any forward-looking statements that are incorporated by reference herein, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

 

CONTACT INFORMATION

 

High Tide Inc.

Omar Khan

Senior Vice President, Corporate and Public Affairs

omar@hightideinc.com

Tel. 647-985-4401

 

 

 

 

EXHIBIT 99.153

 

 

March 19, 2021

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the use of our auditor’s report dated February 28, 2020 with respect to the consolidated financial statements of High Tide Inc. and its subsidiaries as at October 31, 2019 and for each of the years included in the two year period ended October 31, 2019, included in the Registration Statement on Form 40-F of High Tide Inc. as of March 19, 2021 as filed with the United States Securities Exchange Commission (“SEC”).

 

Sincerely,

 

 

Chartered Professional Accountants

Calgary, AB

Canada

 

 

EXHIBIT 99.154

 

 

Ernst & Young LLP

Calgary City Centre

2200, 215 – 2 Street SW

Calgary AB T2P 1M4

Tel: +1 403 290 4100

Fax: +1 403 290 4165

ey.com

 

To: High Tide Inc.

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the use of our report dated March 1, 2021 with respect to the consolidated financial statements of High Tide Inc. as at October 31, 2020 and for the year ended October 31, 2020 included as an exhibit in the Form 40-F for 2020.

 

Calgary, AB
   
March 19, 2021 Chartered Professional Accountants