- 15:1 share consolidation to begin trading on or about
May 14, 2021
- NASDAQ Capital Market listing expected in May 2021 under ticker symbol HITI
CALGARY, AB, May 12, 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 will be consolidating all of its
issued and outstanding common shares ("Common Shares") on
the basis of one (1) post-consolidation Common Share for each
fifteen (15) pre-consolidation Common Shares (the "Share
Consolidation"). The Share Consolidation represents another
major step towards the listing of the Common Shares on The Nasdaq
Stock Market LLC ("Nasdaq") by meeting the minimum share
price requirement set by Nasdaq.
"Today's news represents a significant milestone towards High
Tide becoming the first major cannabis retailer anywhere in the
world to be listed on Nasdaq, making our shares more accessible to
a larger audience of both retail and institutional investors, and
increasing our appeal to potential M&A targets," said Raj
Grover, President and Chief Executive Officer of High Tide. "The
announced share consolidation, coupled with other recent progress
in our application, gives us confidence that we remain on course to
meet the listing standards and begin trading on Nasdaq by the end
of this month," added Mr. Grover.
The listing of High Tide's Common Shares on Nasdaq remains
subject to the approval of Nasdaq and the satisfaction of all
applicable listing and regulatory requirements, including the
effectiveness and clearing comments of the Form 40-F. Following
receipt of all required approvals, the Company will issue a press
release announcing its first trading date on Nasdaq.
Share Consolidation Details
The Company's board of directors approved the Share
Consolidation and it is expected that the Common Shares will
commence trading on a post-Share Consolidation basis on the TSX
Venture Exchange (the "TSXV") on or about Friday May 14, 2021.
The Share Consolidation was approved by holders of Common Shares
at the Company's annual and special meeting held on July 24, 2019. The Share Consolidation is subject
to acceptance by the TSXV.
Assuming the Share Consolidation is completed, the existing
690,834,719 Common Shares will be reduced to approximately
46,055,653 Common Shares, subject to adjustments for rounding
purposes. No fractional shares will be issued. Any fractional
interest in Common Shares that is less than 0.5 of a Common Share
resulting from the Share Consolidation will be rounded down to the
nearest whole Common Share and any fractional interest in Common
Shares that is 0.5 or greater of a Common Share will be rounded up
to the nearest whole Common Share.
There are currently 35,193,728 Common Share purchase warrants
originally issued by Meta Growth ("Meta Warrants") listed
for trading on the TSXV, each exercisable at $0.29 per Meta Warrant for 0.824 Common Share.
Following the Share Consolidation, the number of listed Meta
Warrants outstanding will not be altered; however, the exercise
terms will be adjusted in accordance with the terms of the warrant
indenture dated February 6, 2020, as
supplemented on November 16, 2020,
such that fifteen Warrants will be exercisable for 0.824 post-Share
Consolidation Common Share following the payment of an adjusted
exercise price of $4.35.
There are currently 23,958,332 Common Share purchase warrants
originally issued as a part of the 2021 bought deal ("HITI
Warrants") listed for trading on the TSXV, each exercisable at
$0.58 per HITI Warrant for one Common
Share. Following the Share Consolidation, the number of listed HITI
Warrants outstanding will not be altered; however, the exercise
terms will be adjusted in accordance with the terms of the warrant
indenture dated February 22, 2021,
such that fifteen HITI Warrants will be exercisable for one
post-Share Consolidation Common Share following the payment of an
adjusted exercise price of $8.70.
There are currently $900,000
principal amount of convertible debentures originally issued by
Meta Growth ("Convertible Debentures") listed for trading on
the TSXV, convertible at $0.22 per
Common Share ("Conversion Price"). Following the Share
Consolidation, the number of listed Convertible Debentures
outstanding will not be altered; however, the conversion terms will
be adjusted in accordance with the terms of the debenture indenture
dated November 23, 2018, as
supplemented on November 16, 2020,
such that the Conversion Price will be adjusted to $3.30 per post-Share Consolidation Common
Share.
Upon completion of the Share Consolidation, a letter of
transmittal will be sent by mail to registered shareholders
advising that the Share Consolidation has taken effect. The letter
of transmittal will contain instructions on how registered
shareholders can exchange their share certificates or Direct
Registration System ("DRS") statements evidencing their
pre-consolidation Common Shares for new share certificates or new
DRS statements representing the number of post-consolidation Common
Shares to which they are entitled.
Beneficial shareholders holding their Common Shares through an
intermediary may be subject to different procedures for obtaining
their post-consolidation Common Shares. If you have questions in
this regard, you are encouraged to contact your intermediary.
The Company does not intend to change its name or seek a new
stock trading symbol in connection with the Share
Consolidation.
The Company's new CUSIP number for the post-consolidation Common
Shares is 42981E401 and the new ISIN number is CA42981E4013. There
are no changes to the CUSIP number or ISIN number for the Meta
Warrants, HITI Warrants or Convertible Debentures.
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 most profitable Canadian retailer of recreational
cannabis as measured by Adjusted EBIDTA,1 with 85
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, Smokecartel.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 Adjusted EBITDA is a non-IFRS
financial measure.
|
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, receipt of regulatory approval for, and the Form
40-F Registration Statement with the SEC. 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 SEC 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.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/high-tide-announces-details-of-consolidation-to-meet-nasdaq-listing-requirements-301289365.html
SOURCE High Tide Inc.