/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, May 18, 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 today that it has entered into an agreement
with ATB Capital Markets Inc. ("ATB") and Echelon Wealth
Partners Inc. ("Echelon"), on behalf of a syndicate of
underwriters (together, the "Underwriters").
The Underwriters have agreed to purchase, on a bought deal
basis, pursuant to the filing of a prospectus supplement (the
"Prospectus Supplement") to the Company's short form base
shelf prospectus dated April 22, 2021
(the "Base Shelf Prospectus") an aggregate of 1,562,500
units (the "Units") at a price of $9.60 per Unit (the "Offering Price") for
aggregate gross proceeds to the Company of $15,000,000 million (the "Offering").
Each Unit shall consist of one common share (each a "Common
Share") and one-half of one Common Share purchase warrant of
the Company (each whole warrant, a "Warrant"). Each Warrant
shall be exercisable to acquire one Common Share of the Company for
a period of 36 months from closing of the Offering at an exercise
price of $12.25 per
Warrant, subject to an accelerated expiry if the ten trading
day volume-weighted average price of the Common Shares on the TSX
Venture Exchange ("TSXV") is equal to or greater than
$19.20 per Common Share.
The Company has granted the Underwriters an option (the
"Over-Allotment Option") to purchase up to an additional
234,374 Units at the Offering 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 $2,249,990.40. 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 Units will be offered by way of a 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. The Units
may also be offered 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").
The Offering is expected to close on May
25, 2021 (the "Closing Date") and is subject to
certain conditions including, but not limited to, the receipt of
all necessary regulatory and stock exchange approvals, including
the approval of 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 the Common Shares issuable
upon exercise of the Warrants on the TSXV.
The net proceeds of the Offering will be used for opening new
retail cannabis store locations, completing strategic acquisitions,
the repayment of debt, general corporate and working capital
purposes.
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 the 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 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, FABCBD.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 Tilray Inc. (TSX:TLRY) (NASDAQ:TLRY)
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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|
1 Adjusted EBITDA is a non-IFRS
financial measure.
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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: (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. 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, High Tide's
inability to complete the Offering on the terms and within the
timelines anticipated; High Tide's inability to obtain the required
regulatory approvals to complete the Offering on the proposed terms
and timeline; 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's financial condition and development plans do not change
as a result of unforeseen events, (ii) there will continue to be a
demand and market opportunity for High Tide's product offerings,
(iii) 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, (iv) High Tide
will complete the Offering on the terms and within the timelines
anticipated, (v) the Company will receive all necessary approvals,
including TSXV approval, and (vi) High Tide will use the use of
proceeds for the purposes set out above. Although considered
reasonable by management of High Tide at the time of preparation,
these assumptions 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's 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.
SOURCE High Tide Inc.