This news release constitutes a "designated
news release" for the purposes of the Company's prospectus
supplement dated December 3, 2021, to
its short form base shelf prospectus dated April 22, 2021.
CALGARY,
AB, Dec. 29, 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, announced
today that further to its press release dated September 29, 2022, the Company has completed its
acquisition (the "Acquisition") of 100% of the equity
interest of 1171882 B.C. Ltd.,
operating as Jimmy's Cannabis Shop BC ("Jimmy's"), resulting
in High Tide's acquisition of two retail cannabis stores currently
operated by Jimmy's in British
Columbia (the "Stores") for $5.3 Million (the "Transaction"). The
Stores are located at 1225 Cranbrook Street North, Cranbrook and
1543 Victoria Street, Prince
George.
The Cranbrook store is located
near the base camp of the Kootenay Rockies and is within a short
drive of award-winning golf courses and nature trails. It is also
situated within a commercial complex that includes a prominent
local grocery store as well as a multinational hotel chain. The
Prince George store is situated
within the largest city in northern British Columbia, which is also close to the
crossroads of provincial highways 16 and 97. The store itself is
located within a commercial plaza including a national pharmacy
chain and a major discount clothing retailer.
The closing of the Transaction brings High Tide's nationwide
store count to 149, including six in British Columbia. The Company also anticipates
the organic opening of its location in Kamloops, BC, imminently.
For the trailing four months ended May
31, 2022, the Stores generated annualized revenue of
$5.4 Million and annualized Adjusted
EBITDA1 of $1.0
Million. The purchase price represents 5.25x annualized
Adjusted EBITDA for the trailing four months ended May 31, 2022.
TRANSACTION DETAILS
The Acquisition was completed pursuant to the terms of a share
purchase agreement, dated September 28,
2022 (the "Acquisition Agreement"). High Tide
acquired 100% of Jimmy's for 2,595,533 common shares of High Tide
(each, a "High Tide Share") valued at $5.3 Million (the "Share Consideration"),
on the basis of a deemed price of C$2.0365 per High Tide Share. The purchase price
is subject to a post-closing working capital adjustment provision,
to address any increase or decrease of working capital, inventory
or cash estimated as of the closing date. The closing of the
Transaction remains subject to final approval from the TSX Venture
Exchange ("TSXV"). Pursuant to the Acquisition Agreement,
70% of the High Tide Shares issued are subject to a four month
hold.
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1 Adjusted EBITDA is a non-IFRS
financial measure.
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ABOUT JIMMY'S
Jimmy's strives to find a balance between being a boutique and a
neighbourhood store using a heritage theme that is both reflective
of the individual communities in which it does business and
chronicling Jimmy's cultural relationship with cannabis over the
past 100 years. At Jimmy's, we love to have fun, but we also have
the knowledge, background, and training to ensure clients can
purchase responsibly.
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 non-franchised cannabis retail chain in Canada, with 149 current locations spanning
across British Columbia,
Alberta, Saskatchewan, Manitoba and Ontario. 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 kiosks 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 United
Kingdom, as well as its wholesale distribution division under
Valiant Distribution, including the licensed entertainment product
manufacturer Famous Brandz. High Tide was featured in the Report on
Business Magazine's ranking of Canada's Top Growing Companies in both 2021
and 2022 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, please visit
www.hightideinc.com and its profile pages on SEDAR at www.sedar.com
and 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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This press release contains "forward-looking information"
within the meaning of applicable Canadian securities legislation.
These statements relate to future events or future performance. The
use of any of the words "may", "should", "could", "intend",
"expect", "believe", "will", "anticipate", "plan", "projected",
"estimated" and similar expressions and statements relating to
matters that are not historical facts are intended to identify
forward-looking information and are based on the Company's current
belief, estimates, or assumptions that while considered reasonable
by management, are inherently subject to significant business,
economic and competitive uncertainties and contingencies.
The forward-looking information and forward-looking
statements contained herein include, but are not limited to,
statements regarding: the closing of the Acquisition at the
purchase price announced herein and receipt of final TSXV approval
of the Acquisition; 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 acquisitions
and store openings); the Company's future growth prospects and
intentions to pursue one or more viable business opportunities; the
development of the Company's business and future activities
following the date hereof; expectations relating to market size and
anticipated growth in the jurisdictions within which the Company
may from time to time operate or contemplate future operations;
expectations with respect to economic, business, regulatory and/or
competitive factors related to the Company or the cannabis industry
generally; the market for the Company's current and proposed
product offerings, as well as the Company's ability to capture
market share; the Company's strategic investments and capital
expenditures, and related benefits; the distribution methods
expected to be used by the Company to deliver its product
offerings; the competitive landscape within which the Company
operates and the Company's market share or reach; the performance
of the Company's business and the operations and activities of the
Company; the Company remaining on a positive growth trajectory; the
Company completing the development of its cannabis retail stores;
the Company's ability to obtain, maintain, and renew or extend,
applicable authorizations, including the timing and impact of the
receipt thereof; and the Company's ability to successfully
integrate the operations of any business acquired within the
Company's business.
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. A discussion of some of
the material risk factors applicable to High Tide can be found in
the "Non-Exhaustive List of Risk Factors" section in Schedule A to
the Company's current annual information form, as such factors may
be further updated from time to time in its periodic filings,
available at www.sedar.com and www.sec.gov. 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.
CAUTIONARY NOTE REGARDING FUTURE ORIENTED FINANCIAL
INFORMATION
This press release may contain future oriented financial
information ("FOFI") within the meaning of Canadian
securities legislation about annualized revenue and annualized
Adjusted EBITDA, which is all subject to the same assumptions, risk
factors, limitations, and qualifications as set out in the above
"Cautionary Note Regarding Forward-Looking Statements". FOFI is not
presented in the format of a historical balance sheet, income
statement or cash flow statement. FOFI does not purport to present
the Company's financial condition in accordance with IFRS as issued
by the International Accounting Standards Board, and there can be
no assurance that the assumptions made in preparing the FOFI will
prove accurate. The actual results of operations of the Company and
the resulting financial results will likely vary from the amounts
set forth in the analysis presented, and such variation may be
material (including due to the occurrence of unforeseen events
occurring subsequent to the preparation of the FOFI). The Company
and management believe that the FOFI has been prepared on a
reasonable basis, reflecting management's best estimates and
judgments as of the applicable date. However, because this
information is highly subjective and subject to numerous risks,
readers are cautioned not to place undue reliance on the FOFI as
necessarily indicative of future results. Except as required by
applicable law, the Company undertakes no obligation to update such
FOFI.
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SOURCE High Tide Inc.