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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 |
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
EXHIBIT 99.121
This amended and restated term sheet dated February 2, 2021 has been amended on February 9, 2021, to correct the heading which incorrectly stated “$15,000,000 Bought Deal Offering of Units” instead of “Approximately $20,000,000 Bought Deal Offering of Units”. This amended and restated term sheet replaces and supersedes the amended and restated term sheet filed on February 5, 2021.
C:
AMENDED AND RESTATED TERM SHEET
APPROXIMATELY $20,000,000 BOUGHT DEAL OFFERING OF UNITS
A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces and territories of Canada, except Quebec. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities.
Copies of the preliminary prospectus may be obtained from ATB Capital Markets Inc. or Echelon Wealth Partners Inc. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.
This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.
Issuer: | High Tide Inc. (the “Company”) | |
Size of Issue: | Approximately $20,000,000 (the “Offering”) with an additional 15% over-allotment option. | |
Issued Securities: | Treasury offering of 41,666,666 units of the Company (each a “Unit”). | |
Each Unit consisting of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). | ||
Issue Price: | $0.48 per Unit (the “Issue Price”). | |
Warrants: | Each Warrant shall entitle the holder to purchase one Common Share at $0.58 per Common Share at any time on or before the date which is 36 months after the Closing Date. | |
Over-Allotment Option: | The Underwriters will have an option, exercisable in whole or in part at any time up to 30 days following the Closing Date (as defined below), to purchase up to an additional 15% of the Units at the Issue Price (which may be comprised of the acquisition of additional Units, Common Shares and/or Warrants), to cover over-allotments (if any) and for market stabilization purposes. | |
Form of Underwriting: | “Bought Deal” offering by way of a short form prospectus, subject to a mutually acceptable underwriting agreement containing the industry standard “Disaster Out”, “Regulatory Out”, “Material Adverse Change Out” and “Breach of Agreement Out” clauses running until the Closing Date. | |
Jurisdictions: | All provinces and territories of Canada, except Quebec, and in the United States by way of private placement to select accredited investors and/or to qualified institutional investors and outside of Canada and the United States on a private placement or equivalent basis. | |
Use of Proceeds: | The net proceeds of the Offering will be used for opening new retail cannabis store locations, completing strategic acquisitions, general corporate and working capital purposes, and for such other purposes as to be described in the preliminary short form prospectus. |
C:
C: 2
Listing: | Prior to the Closing Date, the Company will obtain all necessary regulatory and exchange approvals to list the Common Shares on the TSX Venture Exchange (“TSXV”) and make an application to list the Warrants, on a best efforts basis, on the TSXV. Listing will be subject to fulfilling all the listing requirements of the TSXV, including distribution of the Warrants to a minimum number of public security holders. | |
Eligibility: | Eligible for RRSPs, RESPs, RRIFs, RDSPs, TFSAs and DPSPs. | |
Bookrunners: | ATB Capital Markets Inc. (“ATB”) and Echelon Wealth Partners Inc. (“EWP”, and together with ATB, the “Bookrunners”). | |
Underwriters’ Fees: | Cash commission equal to 6.0% of the gross proceeds of the Offering (including the Over-Allotment Option) plus non-transferable broker warrants (the “Broker Warrants”) to purchase up to 6.0% of the number of Units sold in the Offering (including the Over-Allotment Option). Each Broker Warrant shall entitle the holder to purchase one Unit at the Issue Price at any time on or before the date on which is 36 months after the Closing Date. Notwithstanding the foregoing, any proceeds raised and received in the Offering from purchasers set out in a president’s list (the “President’s List”) representing up to $3.0 million of the Offering, shall be subject to a reduced cash commission equal to 3.0% and a number of Broker Warrants equal to 3.0% of the aggregate number of Units sold to such purchasers. | |
Closing Date: | On or about February 23, 2021 or such other date as the Company and the Bookrunners mutually agree in writing (the “Closing Date”). |
3
This ‘40FR12B’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed as of: | 3/22/21 | F-X | ||
Filed on: | 3/19/21 | |||
2/23/21 | ||||
2/9/21 | ||||
2/5/21 | ||||
2/2/21 | ||||
List all Filings |
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 |