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High Tide Inc. – ‘40FR12B’ on 3/19/21 – ‘EX-99.109’

On:  Friday, 3/19/21, at 9:42pm ET   ·   As of:  3/22/21   ·   Accession #:  1213900-21-16760   ·   File #:  1-40258

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/22/21  High Tide Inc.                    40FR12B     3/19/21  155:68M                                    EdgarAgents LLC/FA

Registration Statement by a Canadian Issuer   —   Form 40-F   —   Sect. 12(b) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40FR12B     Registration Statement by a Canadian Issuer         HTML    123K 
 2: EX-99.1     MD&A Dated for the Year Ended October 31, 2019      HTML    176K 
11: EX-99.10    Report of Exempt Distribution Excluding Schedule 1  HTML     39K 
                of 45-106F1 Dated December 19, 2019                              
101: EX-99.100   News Release Dated December 14, 2020                HTML     49K  
102: EX-99.101   News Release Dated December 29, 2020                HTML     48K  
103: EX-99.102   News Release Dated January 4, 2021                  HTML     46K  
104: EX-99.103   News Release Dated January 7, 2021                  HTML     46K  
105: EX-99.104   Ni 44-101 Notice of Intent to Qualify Dated         HTML     38K  
                January 6, 2021                                                  
106: EX-99.105   News Release Dated January 10, 2021                 HTML     46K  
107: EX-99.106   Report of Exempt Distribution Excluding Schedule 1  HTML     38K  
                of 45-106F1 Dated January 13, 2021                               
108: EX-99.107   Business Acquisition Report Dated January 15, 2021  HTML     46K  
109: EX-99.108   News Release Dated January 22, 2021                 HTML     43K  
110: EX-99.109   News Release Dated January 25, 2021                 HTML     55K  
12: EX-99.11    News Release Dated December 27, 2019                HTML     46K 
111: EX-99.110   News Release Dated February 1, 2021                 HTML     47K  
112: EX-99.111   News Release Dated February 1, 2021                 HTML     43K  
113: EX-99.112   News Release Dated February 2, 2021                 HTML     48K  
114: EX-99.113   Amended and Restated Bought Deal Offering of Units  HTML    111K  
                Dated February 2, 2021                                           
115: EX-99.114   Cover Letter From Newsfile Corp. Dated February 2,  HTML     40K  
                2021                                                             
116: EX-99.115   Letter From Foreign Issuer Dated February 2, 2021   HTML     38K  
117: EX-99.116   Term Sheet Dated February 1, 2021                   HTML     46K  
118: EX-99.117   Amended and Restated Term Sheet Dated February 2,   HTML     45K  
                2021                                                             
119: EX-99.118   Qualification Certificate Dated February 5, 2021    HTML     43K  
120: EX-99.119   Preliminary Short Form Prospectus Dated February    HTML    424K  
                5, 2021                                                          
13: EX-99.12    Loan Agreement Dated January 6, 2020                HTML    243K 
121: EX-99.120   Decision Document Dated February 5, 2021            HTML     38K  
122: EX-99.121   Marketing Materials Dated February 9, 2021          HTML     47K  
123: EX-99.122   Other Material Contract(S) Dated February 9, 2021   HTML    123K  
124: EX-99.123   News Release Dated February 10, 2021                HTML     44K  
125: EX-99.124   News Release Dated February 16, 2021                HTML     46K  
126: EX-99.125   Undertaking to File Documents and Material          HTML     39K  
                Contracts Dated February 16, 2021                                
127: EX-99.126   Government of Alberta Certificate of Amendment and  HTML     52K  
                Registration of Restated Articles                                
128: EX-99.127   Consent Letter of Underwriters' Legal Counsel       HTML     42K  
                Dated February 16, 2021                                          
129: EX-99.128   Consent Letter of Issuer's Legal Counsel            HTML     39K  
130: EX-99.129   Auditors' Consent Letter Dated February 16, 2021    HTML     39K  
14: EX-99.13    News Release Dated January 7, 2020                  HTML     48K 
131: EX-99.130   Auditors' Consent Letter Dated February 16, 2021    HTML     39K  
132: EX-99.131   Underwriting or Agency Agreement Dated February     HTML    303K  
                16, 2021                                                         
133: EX-99.132   Final Short Form Prospectus Dated February 16,      HTML    440K  
                2021                                                             
134: EX-99.133   Decision Document Dated February 17, 2021           HTML     38K  
135: EX-99.134   News Release Dated February 18, 2021                HTML     47K  
136: EX-99.135   News Release Dated February 22, 2021                HTML     48K  
137: EX-99.136   2021 Warrant Indenture Dated February 22, 2021      HTML    309K  
138: EX-99.137   News Release Dated February 23, 2021                HTML     48K  
139: EX-99.138   On Form 13-502F1 (Class 1 and 3B Reporting Issuers  HTML     37K  
                - Participation Fee) Dated March 1, 2021                         
140: EX-99.139   Consolidated Financial Statements for the Years     HTML    485K  
                Ended October 31, 2020 and 2019                                  
15: EX-99.14    News Release Dated January 7, 2020                  HTML     48K 
141: EX-99.140   Ab Form 13-501F1 (Class 1 and 3B Reporting Issuers  HTML     38K  
                - Participation Fee) Dated March 1, 2021                         
142: EX-99.141   MD&A for the Year Ended October 31, 2020            HTML    152K  
143: EX-99.142   52-109Fv1 - Certification of Annual Filings - CFO   HTML     41K  
                (E) Dated March 1, 2021                                          
144: EX-99.143   52-109Fv1 - Certification of Annual Filings - CEO   HTML     41K  
                (E) Dated March 1, 2021                                          
145: EX-99.144   News Release Dated March 1, 2021                    HTML     76K  
146: EX-99.145   News Release Dated March 4, 2021                    HTML     44K  
147: EX-99.146   News Release Dated March 5, 2021                    HTML     43K  
148: EX-99.147   News Release Dated March 8, 2021                    HTML     44K  
149: EX-99.148   News Release Dated March 10, 2021                   HTML     43K  
150: EX-99.149   Annual Information Form Dated March 5, 2021         HTML    410K  
16: EX-99.15    Early Warning Report Dated January 9, 2020          HTML     61K 
151: EX-99.150   52-109F1 - Aif - Certification of Filings With      HTML     41K  
                Voluntarily Filed Aif - CFO (E) Dated March 11,                  
                2021                                                             
152: EX-99.151   52-109F1 - Aif - Certification of Filings With      HTML     42K  
                Voluntarily Filed Aif - CEO (E) Dated March 11,                  
                2021                                                             
153: EX-99.152   News Release Dated March 15, 2021                   HTML     43K  
154: EX-99.153   Consent of Independent Registered Public            HTML     38K  
                Accounting Firm Dated March 19, 2021 From Mnp LLP                
155: EX-99.154   Consent of Independent Registered Public            HTML     38K  
                Accounting Firm Dated March 19, 2021 From Ernst &                
                Young LLP                                                        
17: EX-99.16    Report of Exempt Distribution Excluding Schedule 1  HTML     38K 
                of 45-106F1 Dated January 16, 2020                               
18: EX-99.17    News Release Dated January 27, 2020                 HTML     49K 
19: EX-99.18    News Release Dated January 28, 2020                 HTML     48K 
20: EX-99.19    News Release Dated January 31, 2020                 HTML     46K 
 3: EX-99.2     News Release Dated November 7, 2019                 HTML     45K 
21: EX-99.20    Condensed Interim Consolidated Financial            HTML    330K 
                Statements for the Three Months Ended January 31,                
                2020 and 2019                                                    
22: EX-99.21    MD&A for the Three Months Ended January 31, 2020    HTML    144K 
                and 2019                                                         
23: EX-99.22    Report of Exempt Distribution Excluding Schedule 1  HTML     39K 
                of 45-106F1 Dated February 6, 2020                               
24: EX-99.23    News Release Dated February 14, 2020                HTML     50K 
25: EX-99.24    News Release Dated February 21, 2020                HTML     48K 
26: EX-99.25    On Form 13-502F1 (Class 1 and 3B Reporting          HTML     37K 
                Issueers - Participation Fee) Dated February 28,                 
                2020                                                             
27: EX-99.26    Audited Annual Financial Statements Dated February  HTML    437K 
                28, 2020                                                         
28: EX-99.27    Ab Form 13-501F1 (Class 1 and 3B Reporting Issuers  HTML     37K 
                - Participation Fee) Dated February 27, 2020                     
29: EX-99.28    51-109Fv1 - Certification of Annual Filings - CFO   HTML     41K 
                (E) Dated February 28, 2020                                      
30: EX-99.29    51-109Fv1 - Certification of Annual Filings - CEO   HTML     41K 
                (E) Dated February 28, 2020                                      
 4: EX-99.3     News Release Dated November 15, 2019                HTML     45K 
31: EX-99.30    News Release Dated March 2, 2020                    HTML     74K 
32: EX-99.31    News Release Dated March 31, 2020                   HTML     61K 
33: EX-99.32    52-109Fv2 - Certification of Interim Filings - CFO  HTML     41K 
                (E) Dated March 30, 2020                                         
34: EX-99.33    52-109Fv2 - Certification of Interim Filings - CEO  HTML     41K 
                (E) Dated March 30, 2020                                         
35: EX-99.34    News Release Dated April 6, 2020                    HTML     46K 
36: EX-99.35    News Release Dated April 8, 2020                    HTML     45K 
37: EX-99.36    News Release Dated April 13, 2020                   HTML     44K 
38: EX-99.37    News Release Dated April 20, 2020                   HTML     45K 
39: EX-99.38    News Release Dated April 22, 2020                   HTML     45K 
40: EX-99.39    Condensed Interim Consolidated Financial            HTML    386K 
                Statements for the Three and Six Months Ended                    
                April 30, 2020 and 2019                                          
 5: EX-99.4     News Release Dated November 21, 2019                HTML     47K 
41: EX-99.40    MD&A for the Three and Six Months Ended April 30,   HTML    164K 
                2020 and 2019                                                    
42: EX-99.41    Report of Exempt Distribution Excluding Schedule 1  HTML     40K 
                of 45-106F1 Dated May 1, 2020                                    
43: EX-99.42    News Release Dated May 4, 2020                      HTML     45K 
44: EX-99.43    News Release Dated May 8, 2020                      HTML     44K 
45: EX-99.44    News Release Dated May 14, 2020                     HTML     44K 
46: EX-99.45    Notice of the Meeting and Record Dated, Dated May   HTML     42K 
                21, 2020                                                         
47: EX-99.46    News Release Dated May 25, 2020                     HTML     44K 
48: EX-99.47    News Release Dated June 9, 2020                     HTML     44K 
49: EX-99.48    News Release Dated June 15, 2020                    HTML     39K 
50: EX-99.49    News Release Dated June 17, 2020                    HTML     65K 
 6: EX-99.5     Report of Exempt Distribution Excluding Schedule 1  HTML     86K 
                of 45-106F1                                                      
51: EX-99.50    52-109Fv1 - Certification of Interim Filings - CFO  HTML     41K 
                (E) Dated June 16, 2020                                          
52: EX-99.51    52-109Fv1 - Certification of Interim Filings - CEO  HTML     41K 
                (E) Dated June 16, 2020                                          
53: EX-99.52    Notice of Meeting Dated June 19, 2020               HTML     42K 
54: EX-99.53    Management Information Circular Dated June 19,      HTML    176K 
                2020                                                             
55: EX-99.54    Form of Proxy                                       HTML     48K 
56: EX-99.55    Report of Exempt Distribution Excluding Schedule 1  HTML     40K 
                of 45-106F1 Dated July 2, 2020                                   
57: EX-99.56    Security Agreement Dated July 22, 2020              HTML    144K 
58: EX-99.57    Debt Restructuring Agreement Dated July 22, 2020    HTML     84K 
59: EX-99.58    News Release Dated July 24, 2020                    HTML     48K 
60: EX-99.59    News Release Dated July 31, 2020                    HTML     46K 
 7: EX-99.6     News Release Dated November 27, 2019                HTML     44K 
61: EX-99.60    Letter From Former Auditor Dated July 31, 2020      HTML     38K 
62: EX-99.61    Notice of Change of Auditor Dated July 31, 2020     HTML     39K 
63: EX-99.62    Condensed Interim Consolidated Financial            HTML    401K 
                Statements for the Three and Nine Months Ended                   
                July 31, 2020 and 2019                                           
64: EX-99.63    MD&A for the Three and Nine Months Ended July 31,   HTML    155K 
                2020 and 2019                                                    
65: EX-99.64    Letter From Ernst & Young Regarding Change of       HTML     38K 
                Auditor Notice Dated July 31, 2020                               
66: EX-99.65    News Release Dated August 7, 2020                   HTML     43K 
67: EX-99.66    News Release Dated August 10, 2020                  HTML     43K 
68: EX-99.67    Arrangement Agreement Dated August 20, 2020         HTML    465K 
69: EX-99.68    Support and Voting Agreement Dated August 20, 2020  HTML     81K 
70: EX-99.69    News Release Dated August 21, 2020                  HTML     61K 
 8: EX-99.7     News Release Dated December 5, 2019                 HTML     45K 
71: EX-99.70    Material Change Report Dated August 28, 2020        HTML     50K 
72: EX-99.71    Amended and Restated Asset Purchase Agreement       HTML    205K 
                Dated September 1, 2020                                          
73: EX-99.72    News Release Dated September 1, 2020                HTML     50K 
74: EX-99.73    News Release Dated September 1, 2020                HTML     50K 
75: EX-99.74    News Release Dated September 8, 2020                HTML     43K 
76: EX-99.75    News Release Dated September 14, 2020               HTML     43K 
77: EX-99.76    52-109Fv2 - Certification of Interim Filings - CFO  HTML     41K 
                (E) Dated September 16, 2020                                     
78: EX-99.77    52-109Fv2 - Certification of Interim Filings - CEO  HTML     41K 
                (E) Dated September 16, 2020                                     
79: EX-99.78    News Release Dated September 16, 2020               HTML     68K 
80: EX-99.79    News Release Dated September 16, 2020               HTML     70K 
 9: EX-99.8     Share Purchase Agreement Dated December 9, 2019     HTML    157K 
81: EX-99.80    News Release Dated September 22, 2020               HTML     47K 
82: EX-99.81    Management Information Circular Dated September     HTML   1.08M 
                23, 2020                                                         
83: EX-99.82    Report of Exempt Distribution Excluding Schedule 1  HTML     85K 
                of 45-106F1 (Amended) Dated October 19, 2020                     
84: EX-99.83    News Release Dated October 28, 2020                 HTML     47K 
85: EX-99.84    News Release Dated November 3, 2020                 HTML     44K 
86: EX-99.85    First Supplemental Warrant Indenture Dated          HTML    107K 
                November 16, 2020                                                
87: EX-99.86    First Supplemental Debenture Indenture Dated        HTML     78K 
                November 16, 2020                                                
88: EX-99.87    News Release Dated November 17, 2020                HTML     46K 
89: EX-99.88    News Release Dated November 17, 2020                HTML     46K 
90: EX-99.89    Support and Voting Agreement Dated November 18,     HTML     76K 
                2020                                                             
10: EX-99.9     News Release Dated December 10, 2019                HTML     49K 
91: EX-99.90    Articles of Arrangement Dated November 18, 2020     HTML    142K 
92: EX-99.91    News Release Dated November 23, 2020                HTML     44K 
93: EX-99.92    News Release Dated November 25, 2020                HTML     44K 
94: EX-99.93    Material Change Report Dated November 25, 2020      HTML     45K 
95: EX-99.94    News Release Dated November 30, 2020                HTML     49K 
96: EX-99.95    News Release Dated December 3, 2020                 HTML     43K 
97: EX-99.96    Report of Exempt Distribution Excluding Schedule 1  HTML     41K 
                of 45-106F1 Dated December 4, 2020                               
98: EX-99.97    News Release Dated December 8, 2020                 HTML     43K 
99: EX-99.98    News Release Dated December 9, 2020                 HTML     45K 
100: EX-99.99    Report of Exempt Distribution Excluding Schedule 1  HTML     41K  
                of 45-106F1 Dated December 10, 2020                              


‘EX-99.109’   —   News Release Dated January 25, 2021


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



EXHIBIT 99.109

 

 

FOR IMMEDIATE RELEASE

 

High Tide Continues to Strengthen U.S. Market Presence Through Acquisition of Leading E-commerce Retailer Smoke Cartel

 

Award-Winning E-commerce Platform and Drop-Shipping Business Expands High Tide’s E-Commerce Footprint in the US and Abroad

 

Calgary, AB, January 25, 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 is taking another step towards solidifying itself as the dominant player within the U.S. e-commerce marketplace for consumption accessories and hemp derived CBD products, by entering into an agreement to acquire Smoke Cartel, Inc. (“Smoke Cartel”) (OTCQB: SMKC). Upon the closing of the acquisition of Smoke Cartel, High Tide will operate both the largest and second largest e-commerce platforms for consumption accessories in the world1 and believe it will be well positioned to begin online cannabis sales should the United States move towards federal legalization.

 

Founded in 2013, SmokeCartel.com has grown to become one of the most searchable websites of its kind with 7 million site visits and over 110,000 orders last year. Upon closing, High Tide anticipates that the acquisition will create immediate synergies and enhance High Tide’s profitability by:

 

Creating the necessary scale to take advantage of the continuing trend towards e-commerce, which according to data from Salesforce, resulted in a 45% year-over-year digital sales increase in the first two weeks of December globally.

 

Providing access to Smoke Cartel’s proprietary drop-shipping technology, creating new revenue generation opportunities across all High Tide’s e-commerce platforms.

 

Allowing High Tide’s brands and existing inventory to reach Smoke Cartel’s 550,000 customers across the United States, Canada, the United Kingdom, Australia, Germany and Mexico, driving more sales opportunities and increased profit margin.

 

Providing High Tide with access to Smoke Cartel’s database of over 1 million email and social contacts.

 

In 2020, Smoke Cartel expects to report approximately US$7.4 Million in revenues2 and over 16% in EBITDA margin3, with approximately US$1.0 Million1 in cash currently on hand.

 

 

1As of January 22, 2021, based on traffic analytics data provided by SEMrush Inc.

2

Based on unaudited results, including Q4 2020 results that will be published upon completion of Smoke Cartel’s audit.

3Based on the year to date results of Smoke Cartel, including Q4 2020 results that will be published upon completion of Smoke Cartel’s audit. Earnings before interest, taxes, depreciation, and amortization (“EBITDA”), does not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. Non-IFRS measures provide investors with a supplemental measure of the Company’s operating performance and therefore highlight trends in Company’s core business that may not otherwise be apparent when relying solely on IFRS measures. Management uses non-IFRS measures in measuring the financial performance of the Company.

 C: 

 

 

High Tide has entered into a definitive agreement (the “Acquisition Agreement”) pursuant to which High Tide will acquire all of the issued and outstanding shares of Smoke Cartel (“SC Shares”) for US$8.0 Million (the “Transaction”), implying an approximate value of US$0.309 per SC Share, representing a premium of 33% to Smoke Cartel’s last closing share price of US$0.232 (Jan. 22, 2021). The consideration will be comprised of: (i) US$6.0 Million (the “Share Consideration”) in common shares of High Tide (“HT Shares”) on the basis of a deemed price per HT Share equal to the volume weighted average price per HT Share on the TSX Venture Exchange for the 10 consecutive trading days preceding closing of the Transaction (“Closing”); and (ii) US$2.0 Million in cash. As a result of U.S. securities law considerations, significant Smoke Cartel shareholders have agreed to allow the Cash Consideration to be allocated first to Smoke Cartel’s shareholders generally, who will be paid fully in cash, using all or a portion of the Cash Consideration.

 

Pursuant to the Acquisition Agreement, 25% of the Share Consideration will be placed in escrow for a period of 12 months from Closing.

 

“The acquisition of Smoke Cartel is a great way to further vertically integrate our accessories business and expand our footprint in the United States, especially in parallel with our current application to list on the Nasdaq. We expect Smoke Cartel’s proprietary and licensable drop-shipping technology to enhance our e-commerce business right away, along with the cross-listing of inventories between its website and our Grasscity and CBDcity platforms,” said Raj Grover, President and Chief Executive Officer of High Tide. “The acquisition also expands High Tide’s considerable access to cannabis consumers online, further positioning the Company to enter the cannabis e-commerce marketplace should the United States move towards federal legalization,” added Mr. Grover.

 

In connection with the Transaction, High Tide is excited to announce that Sean Geng, Founder and CTO of Smoke Cartel, will be joining the High Tide team on Closing as Chief Technology Officer to oversee all IT and e-commerce initiatives for High Tide globally.

 

“I’m truly excited to be joining the High Tide team and to begin overseeing High Tide’s technology infrastructure and global e-commerce initiatives,” said Sean Geng. “The marriage of High Tide’s current e-commerce and manufacturing capabilities with Smoke Cartel’s proprietary drop-shipping technology sets the stage for the company to become the dominant global consumption accessories and CBD products e-commerce retailer,” added Mr. Geng.

 

 C: 

 C: 2

 

The Transaction has been unanimously approved by the board of directors of each of High Tide and Smoke Cartel. Certain Smoke Cartel directors, officers and other significant shareholders have entered into voting and support agreements to vote in favour of the Transaction and have entered into leak-out agreements which will limit their ability to sell HT Shares they receive based on various time and volume restrictions.

 

The Transaction is an arm’s length transaction pursuant to applicable regulatory policies.

 

The Transaction is subject to, among other things, the approval of Smoke Cartel shareholders, receipt of required regulatory approvals, and other customary conditions of closing. Approval of High Tide shareholders is not required. It is currently anticipated that, subject to receipt of all regulatory, shareholder and other approvals, the Transaction will be completed in March 2021.

 

ABOUT SMOKE CARTEL

 

Smoke Cartel, Inc. (OTCQB: SMKC) is one of the leading online retailers of consumption accessories, including glass water pipes and vaporizers, as well as hemp derived CBD products. The company provides a marketplace with a wide variety of high-quality products, subscription boxes, reliable customer service, and rapid dependable shipping. Smoke Cartel leverages its proprietary marketplace technology to seamlessly connect brands & vendors with its growing customer base built over the last 7 years. The company’s website at www.smokecartel.com offers fast load times and optimizations, making the customer experience quick, seamless, and engaging.

 

ABOUT HIGH TIDE

 

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 69 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 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).

 

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 in this news release include statements relating to High Tide’s intention and ability to complete the Transaction on the terms and conditions set out in the Acquisition Agreement; the potential effects of the Transaction on the business of High Tide, including the expectation that High Tide will operate the largest and second e-commerce platform for consumption accessories in the world and the Transaction positioning High Tide to begin online cannabis sales in the United States should federal legalization occur in the United States; Sean Geng joining High Tide as Chief Technology Officer; and High Tide’s ability to obtain regulatory and shareholder approval for the Transaction, 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.

 

 C: 

3

 

Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, 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 will successfully complete the Transaction (and will obtain all requisite approvals) on the terms and within the timelines anticipated by High Tide (ii) High Tide’s financial condition and development plans do not change as a result of unforeseen events, (iii) there will continue to be a demand, and market opportunity, for High Tide’s product offerings, (iv) Sean Geng will decide to join High Tide’s team as Chief Technology Officer; (v) 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), although considered reasonable by management of High Tide at the time of preparation, 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 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.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

 

CONTACT INFORMATION

 

High Tide Inc.
Vahan Ajamian

Vice President, Capital Markets

ir@hightideinc.com

Tel. 1 (403) 770-9435; extension 116

 

Smoke Cartel, Inc.
Jayme Tinti

Investor Relations Coordinator

Tel. (912) 704 - 2939

investors@smokecartel.com

 

 

4

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘40FR12B’ Filing    Date    Other Filings
Filed as of:3/22/21F-X
Filed on:3/19/21
1/25/21
1/22/21
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5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/20/21  High Tide Inc.                    F-10/A      9/17/21   28:2.9M                                   Newsfile Corp./FA
 9/17/21  High Tide Inc.                    F-10                  27:2.9M                                   Newsfile Corp./FA
 5/28/21  High Tide Inc.                    40FR12B/A              4:664K                                   EdgarAgents LLC/FA
 5/25/21  High Tide Inc.                    40FR12B/A             43:7.1M                                   EdgarAgents LLC/FA
 4/01/21  High Tide Inc.                    40FR12B/A             14:3.5M                                   EdgarAgents LLC/FA
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Filing Submission 0001213900-21-016760   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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