/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN
CANADA ONLY AND IS NOT INTENDED
FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES./
CALGARY,
AB, July 18, 2022 /CNW/ - High Tide Inc.
("High Tide" or the "Company") (NASDAQ: HITI) (TSXV:
HITI) (FSE: 2LYA), a leading retail-focused cannabis company with
bricks-and-mortar as well as global e-commerce assets, is pleased
to announce that it has entered into an agreement with a syndicate
of underwriters led by Echelon Wealth Partners Inc. (collectively,
the "Underwriters"), pursuant to which the Underwriters have
agreed to purchase 4,310,400 units ("Units") from the
treasury of the Company, at a price of C$2.32 per Unit (the "Issue Price")
and offer them to the Canadian public under a prospectus supplement
(the "Prospectus Supplement") to the base shelf prospectus
of the Company dated April 22, 2021
(the "Base Shelf Prospectus") for total gross proceeds
of approximately C$10,000,000 (the
"Offering"). Each Unit will consist of one common share of
the Company (each a "Common Share") and one Common Share
purchase warrant (each a "Warrant"). Each Warrant shall be
exercisable to acquire one Common Share of the Company for a period
of 60 months from closing of the Offering at an exercise price of
C$2.73 per Warrant.
"On April 18, 2022, we announced
that we had executed a letter of intent with Connect First Credit
Union Ltd. for non-dilutive credit facilities. Due diligence on
this financing remains ongoing; however, this process is taking
much longer than previously anticipated. Accordingly, we are being
proactive with a supplemental C$10,000,000 equity capital injection. Despite
the recent deteriorating and uncertain macro environment, our
operations remain very strong, and today's news will ensure that we
can continue our trajectory and take advantage of the attractive
opportunities that present themselves in the market." said Raj
Grover, President and Chief Executive Officer of High Tide.
The Company has granted the Underwriters an option (the
"Over-Allotment Option") to purchase up to an additional
646,560 Units at the Issue Price per Unit, exercisable at any time,
for a period of 30 days after and including the Closing Date (as
defined herein), which would result in additional proceeds of up to
C$1,500,019. The Over-Allotment
Option is exercisable to acquire Units, Common Shares and/or
Warrants (or any combination thereof) at the discretion of the
Underwriters.
The net proceeds of the Offering will be used for constructing
and opening new retail cannabis store locations, the repayment of
debt and for general corporate and working capital purposes.
The Units will be offered by way of the Prospectus Supplement to
the Base Shelf Prospectus to be filed in all provinces and
territories of Canada except
Quebec pursuant to National
Instrument 44-101 – Short Form Prospectus Distributions and
National Instrument 44-102 – Shelf Distributions and may
also be offered (i) in the United
States on a private placement basis pursuant to applicable
exemptions from the registration requirements of the United States
Securities Act of 1933, as amended (the "1933 Act") and (ii)
outside Canada and the United States on a basis which does not
require the qualification or registration of any of the Company's
securities under domestic or foreign securities laws.
The Offering is expected to close on or about July 22, 2022 (the "Closing Date"), or
such other date as the Company and Underwriters may agree, and is
subject to customary closing conditions, the receipt of all
necessary regulatory and stock exchange approvals, including the
approval of the TSX Venture Exchange (the "TSXV") and the
applicable securities regulatory authorities.
The Company will use best efforts to obtain the necessary
approvals to list the Common Shares and Common Shares issuable upon
exercise of the Warrants on the TSXV.
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 jurisdiction 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 in the United
States or to, or for the account or benefit of, U.S. persons
absent registration or an applicable exemption from the
registration requirements of the 1933 Act, and applicable state
securities laws.
The Prospectus Supplement and Base Shelf Prospectus contain
important detailed information about the Company and proposed
Offering. Prospective investors should read the Prospectus
Supplement, Base Shelf Prospectus and the other documents the
Company has filed before making an investment decision. Copies of
the Prospectus Supplement, following filing thereof, and the Base
Shelf Prospectus will be available on SEDAR at www.sedar.com.
ABOUT HIGH TIDE
High Tide is a leading retail-focused cannabis company with
bricks-and-mortar as well as global e-commerce assets. The Company
is the largest Canadian retailer of recreational cannabis as
measured by revenue, with 128 current locations spanning
Ontario, Alberta, British
Columbia, Manitoba, and
Saskatchewan. The Company is also
North America's first cannabis
discount club retailer, under the Canna Cabana banner, which is the
single-largest cannabis retail brand in Canada with additional locations under
development across the country. High Tide's portfolio also includes
retail kiosk and smart locker technology – Fastendr™. High Tide has
been serving consumers for over a decade through its established
e-commerce platforms including Grasscity.com, Smokecartel.com,
Dailyhighclub.com, and Dankstop.com and more recently in the
hemp-derived CBD space through Nuleafnaturals.com, FABCBD.com,
BlessedCBD.co.uk,, BlessedCBD.de, and Amazon UK, as well as its
wholesale distribution division under Valiant Distribution,
including the licensed entertainment product manufacturer Famous
Brandz. High Tide was featured in the third annual Report on
Business Magazine's ranking of Canada's Top Growing Companies in 2021 and was
named as one of the top 10 performing diversified industries stocks
in the 2022 TSX Venture 50™. 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.
For more information about High Tide Inc., please visit
www.hightideinc.com, its profile page on SEDAR at www.sedar.com,
and its profile page on EDGAR at www.sec.gov.
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.
FORWARD-LOOKING INFORMATION
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: the anticipated timing of the
closing of the Offering and proposed credit facilities and the
pricing thereof; the anticipated use of proceeds from the Offering;
the receipt of regulatory approvals, including the approval of the
TSXV; 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, proposed Offering and credit facilities); the
development of the Company's business and future activities
following the date hereof; the performance of the Company's
business and the operations and activities of the Company; the
Company adding the number of additional cannabis retail store
locations the Company proposes to add to the Company's business;
the Company will complete the development of its cannabis retail
stores; and High Tide's plans to extend and strengthen its
integrated value chain, while providing a complete customer
experience and maximizing shareholder value.
Forward-looking information in this news release are based on
certain assumptions and expected future events, namely: that High
Tide will have the ability to successfully complete the Offering
(and will have the ability to obtain all requisite approvals) on
the terms and within the timelines anticipated by High Tide; the
Company will secure the proposed credit facilities (and will have
the ability to obtain all requisite approvals) on the terms and
within the timelines anticipated; the use of proceeds from the
Offering will be utilized as outlined herein; High Tide's financial
condition and development plans do not change as a result of
unforeseen events; there will continue to be a demand, and market
opportunity, for High Tide's product offerings; 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); current and future members of management
will abide by the Company's business objectives and strategies from
time to time established by the Company; the Company will retain
and supplement its board of directors 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; the Company will have sufficient working capital
and the ability to obtain the financing required in order to
develop and continue its business and operations; the Company 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 Company conducts business and any other
jurisdiction in which the Company may conduct business in the
future; the Company will be able to generate cash flow from
operations, including, where applicable, distribution and sale of
cannabis and cannabis products; the Company will be able to execute
on its business strategy as anticipated; the Company will be able
to meet the requirements necessary to obtain and/or maintain
authorizations required to conduct the business; general economic,
financial, market, regulatory, and political conditions, including
the impact of the COVID-19 pandemic, will not negatively affect the
Company or its business; the Company will be able to successfully
compete in the cannabis industry; cannabis prices will not decline
materially; the Company will be able to effectively manage
anticipated and unanticipated costs; the Company will be able to
conduct its operations in a safe, efficient and effective manner;
general market conditions will be favourable with respect to the
Company's future plans and goals; the Company will reach the
anticipated sales from continuing operations for the financial year
of the Company ending October 31,
2022; the Company will continue to grow its online retail
portfolio through further strategic and accretive acquisitions; the
Company will add the additional cannabis retail store locations to
the Company's business and remain on a positive growth trajectory;
and the Company will complete the development of its cannabis
retail stores.
These statements involve known and unknown risks,
uncertainties and other factors, which may cause actual results,
performance or achievements to differ materially from those
expressed or implied by such statements, including but not limited
to: High Tide's inability to complete the Offering and/or utilize
the use of proceeds on the terms and within the timelines
anticipated or at all; High Tide's inability to obtain the required
regulatory approvals to complete the Offering on the proposed terms
and timeline or at all; risk that the Company will be unable to
secure the proposed credit facilities and/or will be unable to
utilize proposed facilities on the terms and within the timelines
anticipated; the risks associated with the cannabis and CBD
industries in general; the inability of High Tide to obtain
requisite approvals for its operations; the inability of High Tide
to pursue more retail acquisitions in the future; the Company's
inability to attract and retain qualified members of management to
grow the Company's business and its operations; unanticipated
changes in economic and market conditions (including changes
resulting from the COVID-19 pandemic) 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; 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; risk that the Company will not
reach the anticipated sales from continuing operations for the
financial year of the Company ending October
31, 2022; risk that the Company will be unable to continue
to integrate and expand its CBD brands; risk that the Company will
be unable to grow its online retail portfolio through further
strategic and accretive acquisitions; risk that the Company will be
unable to add additional cannabis retail store locations to the
Company's business and/or remain on a positive growth trajectory;
and risks that the Company will be unable to complete the
development of any or all of its cannabis retail stores.
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 press release
are expressly qualified by this cautionary statement and reflect
the Company's expectations as of the date hereof and are subject to
change thereafter. The Company undertakes no obligation to update
or revise any forward-looking statements, whether as a result of
new information, estimates or opinions, future events or results or
otherwise or to explain any material difference between subsequent
actual events and such forward-looking information, except as
required by applicable law.
SOURCE High Tide Inc.