CALGARY, AB, Dec. 6, 2021 /CNW/ - High Tide Inc. ("High
Tide" or the "Company") (TSXV: HITI) (NASDAQ: HITI)
(FSE: 2LYA), a leading retail-focused cannabis company with bricks
and mortar as well as global e-commerce assets, is pleased to
announce it has established an at-the-market equity offering
program (the "ATM Program") that allows the Company to issue
up to CAD$40 million (or the
equivalent in U.S. dollars) of common shares ("Common
Shares") from treasury to the public from time to time, at the
Company's discretion and subject to regulatory requirements. Any
Common Shares sold through the ATM Program will be sold at
prevailing market prices when issued (i) in ordinary brokers'
transactions on the Nasdaq Capital Market ("Nasdaq") or
another U.S. marketplace on which the Common Shares are listed,
quoted or otherwise traded or (ii) in ordinary brokers'
transactions on the TSX Venture Exchange ("TSXV"), or
another Canadian marketplace on which the Common Shares are listed,
quoted or otherwise traded. Since the Common Shares will be
distributed at the prevailing market prices at the time of their
sale or as otherwise permitted by law, prices may vary among
purchasers and during the period of distribution.
The Company will determine, at its sole discretion, the date,
minimum price and maximum number of Common Shares to be sold under
the ATM Program. The Common Shares will be distributed at the
market prices prevailing at the time of each sale, at prices
relating to such prevailing market prices, and/or in any other
manner permitted by applicable law. As such, the prices may vary
between purchasers over time. The Company is not required to sell
any Common Shares at any time during the term of the ATM
Program.
The Company intends to use the net proceeds of the Offering, if
any, and at the discretion of the Company, to fund two
specific strategic initiatives it is currently developing, to
support the growth and development of the Company's existing
operations, funding future acquisitions as well as working capital
and general corporate purposes. The Company will pay the Agents a
cash fee up to 2% of the gross proceeds for Common Shares sold
under the ATM Agreement and will reimburse certain expenses
incurred by the Agents.
"I am pleased to announce the establishment of an ATM
Program. Keeping our balance sheet healthy is paramount for
us. As previously mentioned, we have cut our debt by more
than half over the past 12 months. Particularly considering
our size and how active High Tide is, it is critical that we always
have sufficient cash on hand to take advantage of any opportunities
to create shareholder value," said Raj Grover, President and Chief
Executive Officer of High Tide. "This ATM Program is a very
low-cost tool for us and provides an opportunity to be flexible in
our approach and potentially raise some capital if and as needed to
fund two strategic initiatives we are working on in
particular. I look forward to sharing more regarding these
initiatives in due course," added Mr. Grover.
Sales of Common Shares through the ATM Program will be made
pursuant to the terms of an Equity Distribution Agreement dated
December 3, 2021 entered into
among the Company, ATB Capital Markets Inc. and ATB Capital Markets
USA Inc. (the "Agents").
The ATM Program will be effective until the earlier of (i) the date
that all Common Shares available for issue under the ATM Program
have been sold, (ii) the date the Canadian Prospectus Supplement in
respect of the ATM Program or the Canadian Shelf Prospectus is
withdrawn and (iii) the date that the ATM Program is terminated by
the Company or the Agents.
Common Shares issued pursuant to the ATM Program will be issued
pursuant to a prospectus supplement dated December 3, 2021 (the "Canadian Prospectus
Supplement") to the Company's final base shelf prospectus dated
April 22, 2021 filed with the
securities commissions or similar regulatory authorities in each of
the provinces and territories of Canada (the "Canadian Shelf
Prospectus") and pursuant to a prospectus supplement dated
December 3, 2021 (the "U.S.
Prospectus Supplement") to the Company's U.S. base prospectus
dated September 17, 2021 (the
"U.S. Base Prospectus") included in its registration
statement on Form F-10 (the "Registration Statement") and
filed with the U.S. Securities and Exchange Commission (the
"SEC"). The Canadian Prospectus Supplement and the Canadian
Shelf Prospectus will be available for download from SEDAR at
www.sedar.com, and the U.S. Prospectus Supplement, the U.S. Base
Prospectus and the Registration Statement will be accessible via
EDGAR on the SEC's website at www.sec.gov. Alternatively, any of
the Agents participating in the ATM Program will arrange to send
you these documents if you request it by contacting, in
Canada or in the United States:
ATB Capital Markets, 66 Wellington Street West, Suite 3530,
Toronto, ON M5K 1A1 or by
telephone at (647) 776-8230, or by email at prospectus@atb.com
The Offering remains subject to conditional approval from the
TSXV, and the Nasdaq has been notified of the Offering.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy the Common Shares, nor shall there
be any sale of the Common Shares in any jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
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 105 current locations spanning
Ontario, Alberta, Manitoba and Saskatchewan, and was featured in the third
annual Report on Business Magazine's ranking of Canada's Top Growing Companies in 2021. The
Company is also North America's
first and only cannabis discount club retailer, featuring Canna
Cabana, Meta Cannabis Co., and Meta Cannabis Supply Co. banners,
with additional locations under development across the country.
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, and CBDcity.com, as well as 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.
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, its profile page on SEDAR at www.sedar.com,
and its profile page on EDGAR at www.sec.gov.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking statements"
within the meaning of applicable securities laws. All statements
contained herein that are not clearly historical in nature may
constitute forward-looking statements.
This press release contains forward-looking statements,
including statements regarding the future offering of Common Shares
pursuant to the ATM Program and the expected use of proceeds to be
raised, if any. These statements are neither promises nor
guarantees, but involve known and unknown risks and uncertainties
and are based on both the views of management and assumptions that
may cause our actual results, levels of activity, performance or
achievements to be materially different from any future results,
levels of activities, performance or achievements expressed in or
implied by these forward looking statements. These risks,
uncertainties and assumptions include those related to COVID-19,
it's duration, effects and government responses thereto, the volume
of Common Shares traded on the Nasdaq and TSXV over the period of
the ATM Program and price and timing for any ATM Program share
sales, issuance of Common Shares, the general economy, conditions
of and access to the capital and debt markets, solvency,
governmental policies and regulation, fluctuations in foreign
exchange rates, as well as other risk factors and assumptions that
may affect our actual results, performance or achievements or
financial position that are described in the Canadian Prospectus
Supplement, the Canadian Shelf Prospectus, the U.S. Prospectus
Supplement, the U.S. Base Prospectus and the Registration
Statement, as well as in the Company's continuous disclosure
filings available under the Company's SEDAR profile at
www.sedar.com and under the Company's EDGAR profile at www.sec.gov.
In addition, the effects and the impact of the COVID-19 outbreak,
are unknown at this time and could cause actual results to differ
materially from the forward-looking statements contained herein.
Readers should not place undue reliance on any such forward-looking
statements, which speak only as of the date they were made. We
disclaim any obligation to publicly update or revise such
statements to reflect any change in our expectations or in events,
conditions or circumstances on which any such statements may be
based, or that may affect the likelihood that actual results will
differ from those set forth in these forward looking statements
except as required by law.
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SOURCE High Tide Inc.