CALGARY,
AB, Sept. 1, 2023 /CNW/ - High Tide Inc.
("High Tide" or the "Company") (Nasdaq: HITI) (TSXV:
HITI) (FSE: 2LYA), the high-impact, retail-forward enterprise built
to deliver real-world value across every component of cannabis, is
pleased to announce that in order to replace its previous
at-the-market equity offering program that ended on May 22, 2023, it has established an at-the-market
equity offering program (the "ATM Program") that allows the
Company to issue up to CAD$30 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 (the
"Offering"). 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
prevailing market prices 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, to
fund future acquisitions, as well as for working capital and
general corporate purposes. The Company will pay the Agents (as
defined below) a cash fee of 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 replacement of our previous
at-the-market equity offering program. Even though the broader
cannabis capital markets have been challenging, we have remained
very disciplined in raising equity capital. For instance, I note
that we only raised approximately $10
million from our $40 million
previous at-the-market program over the 25-month period before it
expired. The ATM Program in place can act as a low-cost source of
capital, should the need arise," said Raj Grover, President and
Chief Executive Officer of High Tide.
"Being a Nasdaq-listed company, and a leader in Canadian
cannabis, there are plenty of growth opportunities regularly coming
our way. That said, we will continue to be highly selective and
disciplined regarding what we choose to pursue. As previously
communicated to the market, our focus remains on generating
positive free cash flow and becoming less reliant on macro factors
and industry sentiment," added Mr. Grover.
Sales of Common Shares through the ATM Program will be made
pursuant to the terms of an equity distribution agreement dated
August 31, 2023 entered into and
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
(as defined below) or the Canadian Shelf Prospectus (as defined
below) is withdrawn or (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 August 31, 2023 (the "Canadian Prospectus
Supplement") to the Company's final base shelf prospectus dated
August 3, 2023 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
August 31, 2023 (the "U.S.
Prospectus Supplement") to the Company's U.S. base prospectus
dated August 3, 2023 (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.sedarplus.ca, 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 (collectively, the "Documents").
Alternatively, upon request, any of the Agents participating in the
ATM Program will arrange to send you the Documents. To make a
request, please contact, 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 and final 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, Inc. is the leading community-grown, retail-forward
cannabis enterprise engineered to unleash the full value of the
world's most powerful plant. High Tide (HITI) is uniquely-built
around the cannabis consumer, with wholly-diversified and
fully-integrated operations across all components of cannabis,
including:
Bricks & Mortar Retail: Canna Cabana™ is the largest
non-franchised cannabis retail chain in Canada, with 155 current locations spanning
British Columbia, Alberta, Saskatchewan, Manitoba and Ontario and growing. In 2021, Canna Cabana
became the first cannabis discount club retailer in Canada.
Retail Innovation: Fastendr™ is a unique and fully
automated technology that integrates retail kiosks and smart
lockers to facilitate a better buying experience through browsing,
ordering and pickup.
E-commerce Platforms: High Tide operates a suite of
leading accessory sites across the world, including Grasscity.com,
Smokecartel.com, Dailyhighclub.com, and Dankstop.com.
CBD: High Tide continues to cultivate the possibilities
of consumer CBD through Nuleafnaturals.com, FABCBD.com,
blessedcbd.de and blessedcbd.co.uk.
Wholesale Distribution: High Tide keeps that cannabis
category stocked with wholesale solutions via Valiant™.
Licensing: High Tide continues to push cannabis culture
forward through fresh partnerships and license agreements under the
Famous Brand™ name.
High Tide consistently moves ahead of the currents, having been
named one of Canada's Top Growing
Companies in both 2021 and 2022 by the Globe and Mail's Report on
Business Magazine and was ranked number one in the retail category
on the Financial Times list of Americas' Fastest Growing Companies
for 2023. To discover the full impact of High Tide, visit
www.hightideinc.com. For investment performance, don't miss the
High Tide profile pages on SEDAR and EDGAR.
Neither the TSX Venture Exchange 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 may contain "forward-looking information"
and "forward-looking statements within the meaning of applicable
securities legislation. The use of any of the words "could",
"intend", "expect", "believe", "will", "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 or
assumptions as to the outcome and timing of such future events. The
forward-looking statements herein include, but are not limited to,
statements regarding: the future offering of Common Shares pursuant
to the ATM Program and expected use of proceeds to be raised, if
any, and the receipt of final approval of the TSXV and Nasdaq for
listing of the Common Shares. Readers are cautioned to not place
undue reliance on forward-looking information. Actual results and
developments may differ materially from those contemplated by these
statements. Although the Company believes that the expectations
reflected in these statements are reasonable, such statements are
based on expectations, factors, and assumptions concerning future
events which may prove to be inaccurate and are subject to numerous
risks and uncertainties, certain of which are beyond the Company's
control, including but not limited to the risk factors discussed
under the heading "Non-Exhaustive List of Risk Factors" in Schedule
A to our annual information form dated January 30, 2023, and elsewhere in this press
release, as such factors may be further updated from time to time
in our periodic filings, available at www.sedarplus.ca and
www.sec.gov, which factors are incorporated herein by reference.
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.
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SOURCE High Tide Inc.