High Tide Announces Closing of $ 23 Million Equity Funding Including Full Exercise of Over-Allotment Option

Calgary, Alberta – (Newsfile Corp. – May 26, 2021) – High Tide Inc. (TSXV: HITI) (OTCQB: HITID) (FSE: 2LYA) (“High tide“or the”Society“) a retail-oriented cannabis company enhanced by the manufacture and distribution of consumer accessories, is pleased to announce the completion of its previously announced” bought deal “offer (the”Offer“) shares of the Company (the”Units“), including the full exercise of the underwriters’ over-allotment option. The placement was led by ATB Capital Markets Inc. and Echelon Wealth Partners Inc., as well as Beacon Securities Limited, Valeurs mobilières Desjardins Inc. and Roth Canada, ULC (collectively, the “Subscribers“), and AGP / Alliance Global Partners, as sub-placement agent in the United States.

In connection with the placement, the Company issued a total of 2,415,000 units at a price of $ 9.60 per unit, for total gross proceeds of $ 23,184,000. Each unit is made up of one common share of the Company (each, a “Ordinary share“) and a half common share purchase warrant (each whole warrant, a”To guarantee“). Each warrant entitles its holder to acquire one common share of the Company for a period of 36 months from the closing of the offering at an exercise price of $ 12.25 per warrant, under accelerated expiration reserve if the ten volume-weighted trading days average trading price of common shares on the TSX Venture Exchange (the “TSXV“) is equal to or greater than $ 19.20 per Common Share.

The TSXV has conditionally approved the listing of (i) the common shares and (ii) the common shares issuable upon the exercise of: (A) the warrants, (B) the broker’s warrants issued at underwriters, and (C) 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 net proceeds of the placement will be used to open new retail cannabis stores, complete strategic acquisitions, debt repayment, general business needs and working capital.

Garfinkle Biderman LLP acted as legal counsel to the Company in connection with the Offer. Stikeman Elliott LLP acted as legal counsel to the Underwriters in connection with the Offering.

No securities regulatory authority has approved or disapproved of the contents of this press release. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of securities, in the United States or in any other jurisdiction in which such an offer is made. , solicitation or sale would be illegal prior to registration or qualification under the securities laws of such jurisdiction. The securities offered have not been and will not be registered in the United States. Securities Act of 1933, as amended, and such securities may not be offered or sold in the United States or to, or on behalf of or for the benefit of, persons of the United States absent registration or an applicable exemption of U.S. registration requirements and applicable U.S. state securities laws.

Related party transaction

Mr. Rahim Kanji and Mr. Shimmy Posen, Chief Financial Officer and Corporate Secretary of the Company, respectively (collectively, the “Participating insiders“) participated in the Offering and acquired a total of 105,000 Units under the Offering. The participation of insiders participating in the Offering constitutes a” related party transaction “as defined in National Instrument 61-101 – Protection of minority shareholders in special transactions (“MI 61-101“) and would require that the Company receive the approval of the minority shareholders and obtain a formal assessment of the object of the transaction in accordance with NI 61-101, before the completion of this transaction. However, by completing the Offer, the La Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of NI 61-101, in each case on the basis that the fair market value of the holdings of participating insiders in the offering does not exceed not 25% of the market capitalization of the Company, as determined in accordance with NI 61-101. The Company has not filed a material change report more than 21 days before the closing date of the offering (the “Closing Date“) due to the time limit between the launch date of the Offer and the Closing Date.

ABOUT HIGH TIDE INC.

High Tide is a retail-focused cannabis company bolstered by the manufacture and distribution of consumer accessories. The Company is the most profitable Canadian recreational cannabis retailer as measured by the adjusted EBIDTA,[1] with 85 current locations in Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment includes the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co., and NewLeaf Cannabis banners, with additional locations being developed across the country. High Tide has served consumers for over a decade through its many consumer accessory businesses, including the e-commerce platforms Grasscity.com, Smokecartel.com, FABCBD.com and CBDcity.com, and its division of wholesale distribution under Valiant Distribution, including licensed entertainment. manufacturer of Famous Brandz products. High Tide’s strategy as a parent company is to expand and strengthen its integrated value chain, while delivering a complete customer experience and maximizing shareholder value. The main sector investors in High Tide are Tilray Inc. (TSX: TLRY) (NASDAQ: TLRY) and Aurora Cannabis Inc. (NYSE: ACB) (TSX: ACB).

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of TSXV) accepts responsibility for the adequacy or accuracy of this release.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Certain information contained in this press release constitutes forward-looking statements under applicable securities laws. All statements contained in this press release that are not statements of historical fact can be considered as forward-looking statements. Forward-looking statements are often identified by words such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms. and similar expressions. Forward-looking statements contained in this press release include statements regarding (i) the intended use of the product and (ii) obtaining regulatory approvals, including the approval of the TSXV. Although 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, the inability of High Tide to obtain the regulatory approvals required to complete the offer on the proposed terms and schedule; risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments relating to the cannabis retail markets; the inability to access sufficient capital from internal and external sources, and / or the inability to access sufficient capital on favorable terms; the retail cannabis industries in general; income tax and regulatory matters; the ability of High Tide to execute its business strategy; competetion; currency and interest rate fluctuations; the national and global COVID-19 pandemic and government response to the COVID-19 pandemic with respect to retail store operations 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 based will be achieved. Readers are further cautioned that the assumptions used in the preparation of these forward-looking statements, including, but not limited to, the assumption that: (i) the financial condition and development plans of High Tide do not change not due to unforeseen events, (ii) there will always be a demand and market opportunity for High Tide’s product offerings, (iii) current and future economic conditions will not affect the business and operations of High Tide. High Tide or High Tide’s ability to capitalize on anticipated business opportunities, (iv) the Company will receive all necessary approvals, including approval from the TSX Venture Exchange, and (v) High Tide will use the proceeds for the purposes set out above. Although considered reasonable by the management of High Tide at the time of preparation, these assumptions may prove to be imprecise and result in actual results materially different from those anticipated and, as such, should not be relied on unduly. forward-looking statements.

Forward-looking statements, forward-looking financial information and other measures presented in this document are not intended to serve as indications or projections for the periods mentioned in this document or any future period, and in particular, past performance is not are not an indicator of future results and High Tide’s results in this press release may not be indicative and does not constitute an estimate, forecast or projection of High Tide’s future results. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and are therefore subject to change thereafter. High Tide disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause expected opportunities and actual results to vary materially include, without limitation, the matters referred to above and elsewhere in High Tide’s public documents and material change reports, which are and will be available at SEDAR.

MEDIA REQUESTS

Omar Khan
Senior Vice-President, Corporate and Public Affairs
High tide inc.
Phone. 1 (647) 985-4401
Email: [email protected]

INVESTOR SURVEYS

Vahan Ajamian
Capital Markets Advisor
High tide inc.
Phone. 1 (403) 265-4207
Email: [email protected]

[1] Adjusted EBITDA is a non-IFRS financial measure.

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISTRIBUTION IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/85334


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Carol M. Barragan

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