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High Tide Inc. – ‘40FR12B’ on 3/19/21 – ‘EX-99.67’

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

Previous ‘40FR12B’:  None   ·   Next:  ‘40FR12B/A’ on 4/1/21   ·   Latest:  ‘40FR12B/A’ on 5/28/21   ·   5 References:   By:  High Tide Inc. – ‘F-10/A’ on 9/20/21 By:  High Tide Inc. – ‘F-10’ on 9/17/21 By:  High Tide Inc. – Latest ‘40FR12B/A’ on 5/28/21 By:  High Tide Inc. – ‘40FR12B/A’ on 5/25/21 By:  High Tide Inc. – Next ‘40FR12B/A’ on 4/1/21 

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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 99.67

EXECUTION COPY

HIGH TIDE INC.

as the Buyer

and

META GROWTH CORP.

as the Company

ARRANGEMENT AGREEMENT

AUGUST 20, 2020

TABLE OF CONTENTS

This Arrangement Agreement (this “Agreement”), dated as of August 20, 2020 is entered into between Meta Growth Corp., a corporation incorporated under the laws of the Province of Alberta (the “Company”) and High Tide Inc., a corporation incorporated under the laws of the Province of Alberta (the “Buyer”).

Recitals

WHEREAS, the Buyer proposes to acquire all of the outstanding common shares of the Company by way of a plan of arrangement on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Company Board has unanimously determined, after receiving financial and legal advice, that the Consideration to be received by the Company Shareholders is fair from a financial point of view and that the Arrangement is in the best interests of the Company and its security holders, and the Company Board has unanimously resolved to recommend that the Company Shareholders vote in favour of the Arrangement Resolution, all subject to the terms and conditions contained in this Agreement;

WHEREAS, the Buyer has entered into the Support and Voting Agreements with the Supporting Shareholders pursuant to which, among other things, each such Supporting Shareholder has agreed to vote in favour of the Arrangement Resolution, all securities of the Company now held or hereafter acquired by them that are entitled to vote on the matter, on the terms and subject to the conditions set forth in such Support and Voting Agreements; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
INTERPRETATION

Section 1.01 Definitions.

As used in this Agreement, the following terms have the following meanings:

“ABCA” means the Business Corporations Act (Alberta), as amended, and the rules and regulations promulgated thereunder.

“affiliate” has the meaning specified in National Instrument 45-106 - Prospectus Exemptions.

“Agreement” means this arrangement agreement, together with the schedules attached hereto and the Buyer Disclosure Letter and the Company Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Arrangement” means an arrangement pursuant to the provisions of section 193 of the ABCA, on the terms and conditions set forth in the Plan of Arrangement, subject to any amendment or supplement thereto made in accordance therewith, herewith or made at the direction of the Court either in the Interim Order or the Final Order with the consent of the Company and the Buyer, each acting reasonably.

“Arrangement Resolution” means the special resolution of the Company Shareholders approving the Plan of Arrangement to be considered at the Company Meeting substantially in the form set out in Schedule B, subject to any amendments or variations thereto made in accordance with this Agreement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Buyer, each acting reasonably.

“Articles of Arrangement” means the articles of arrangement of the Company to be filed in connection with the Arrangement and required by subsection 193(10) of the ABCA, such articles to be filed with the Registrar after the Final Order has been granted, giving effect to the Arrangement, and which shall be in a form and content satisfactory to the Company and the Buyer, each acting reasonably.

“Assets and Properties” with respect to any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, tangible or intangible, choate or inchoate, absolute, accrued, contingent, fixed or otherwise, and, in each case, wherever situated), including the goodwill related thereto, operated, owned or leased by or in the possession of such Person.

“associate” has the meaning specified in the Securities Act (Alberta).

“Authorization” means, with respect to any Person, any order, permit, approval, consent, waiver, qualification, licence or similar authorization of any Governmental Entity having jurisdiction over the Person.

“Business Day” means any day, other than a Saturday, a Sunday or a statutory holiday, in the city of Calgary, Alberta or Toronto, Ontario.

“Buyer” has the meaning set forth in the preamble.

“Buyer Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry (whether written or oral) from any Person or group of Persons “acting jointly or in concert” (within the meaning of National Instrument 62-104 – Take-Over Bids and Issuer Bids) other than the Company (or any affiliate of the Company) after the date of this Agreement relating to:

“Buyer Board” means the board of directors of the Buyer as constituted from time to time.

“Buyer Data Room” means the material contained in the virtual data room established by the Buyer as at 10:00 a.m. on August 20, 2020, the index of documents of which is attached to the Buyer Disclosure Letter.

“Buyer Debentures” means the outstanding debentures of the Buyer, as listed in Section 4.01(j) of the Buyer Disclosure Letter.

“Buyer Disclosure Letter” means the disclosure letter dated the date of this Agreement and delivered by the Buyer to the Company with this Agreement.

“Buyer Employees” means the officers and employees of the Buyer and its Subsidiaries.

“Buyer Filings” means all documents publicly filed by or on behalf of the Buyer on SEDAR since May 14, 2018.

“Buyer Financial Advisor” means AltaCorp Capital Inc.

“Buyer Information” means all information to be included in the Company Circular (including in documents incorporated by reference) describing the Buyer, its Subsidiaries, the business, operations and affairs of the Buyer and its Subsidiaries, as required by the Interim Order or applicable Laws.

“Buyer Intellectual Property Rights” has the meaning set forth in Section 4.01(cc).

“Buyer Leased Properties” has the meaning set forth in Section 4.01(z).

“Buyer Match Period” has the meaning set forth in Section 7.02(a)(v).

“Buyer Material Adverse Effect” means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, states of facts or circumstances, is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, properties, capitalization, condition (financial or otherwise) or liabilities (contingent or otherwise) of the Buyer and its Subsidiaries, taken as a whole, except any such change, event, occurrence, effect, state of facts or circumstances resulting from: (a) any change affecting any of the industries in which the Buyer or any of its Subsidiaries operate generally in Canada; (b) any change in general economic, business, regulatory, political, financial, capital, securities or credit market conditions in Canada; (c) any outbreak of war or act of terrorism; (d) any change in Law or GAAP or the enforcement, implementation or interpretation thereof; (e) any natural disaster or epidemic, pandemic or disease outbreak (including the COVID-19 virus); (f) any action taken (or omitted to be taken) by the Buyer or any of its Subsidiaries which is required to be taken (or omitted to be taken) pursuant to this Agreement or that is consented to by the Company in writing; (g) the announcement of this Agreement or consummation of the Arrangement or the transactions contemplated hereby, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Buyer or its Subsidiaries with the Buyer’s employees, customers, suppliers, partners and other Persons with which the Buyer or any of its Subsidiaries has business relations; (g) any matter that has been disclosed by the Buyer in the Buyer Filings prior to the date hereof or that is set forth in the Buyer Disclosure Letter; (h) the failure of the Buyer to meet any internal or published projections, forecasts, guidance or estimate of revenues, earnings or cash flows (it being understood that the causes underlying such failure may be taken into account in determining whether a Buyer Material Adverse Effect has occurred); or (i) any change in the market price or trading volume of any securities of the Buyer (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Buyer Material Adverse Effect has occurred); provided, however, if any change, event, occurrence, effect, state of facts or circumstance in clauses (a) through and including (e) above has a materially disproportionate effect on the Buyer and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries in which the Buyer or any of its Subsidiaries operate, such effect may be taken into account in determining whether a Buyer Material Adverse Effect has occurred, and (ii) references in certain Sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a “Buyer Material Adverse Effect” has occurred.

“Buyer Nominees” means any three nominees to be selected by the Buyer prior to completion of the Arrangement, provided that such director nominees shall be selected from Persons that are directors and/or officers of the Buyer as of the date of this Agreement.

“Buyer Options” means the outstanding options to purchase Buyer Shares issued pursuant to the Buyer Stock Option Plan, as listed in Section 4.01(j) of the Buyer Disclosure Letter.

“Buyer Shareholders” means the registered and/or beneficial owners of the Buyer Shares, as the context requires.

“Buyer Shares” means the common shares in the capital of the Buyer.

“Buyer Stock Option Plan” means the Buyer’s stock option plan most recently approved by the Buyer Shareholders on July 24, 2019.

“Buyer Superior Proposal” means any bona fide written Buyer Acquisition Proposal to acquire, directly or indirectly, not less than all of the outstanding Buyer Shares or all or substantially all of the assets of the Buyer on a consolidated basis that did not result from a breach of this Agreement and: (a) that, in the opinion of the Buyer Board, is reasonably capable of being completed, without undue delay, taking into account all financial, legal, regulatory and other aspects of such Buyer Acquisition Proposal and the Person making such Buyer Acquisition Proposal; (b) that is not subject to a financing condition and in respect of which it has been demonstrated to the satisfaction of the Buyer Board, after receipt of advice from its financial advisors and outside legal counsel, that adequate arrangements have been made in respect of any financing required to complete such Buyer Acquisition Proposal; (c) that is not subject to a due diligence condition or access condition; (d) in respect of which the Buyer Board determines, in its good faith judgment, after receiving the advice of its outside legal counsel and its financial advisors, that it would, if consummated in accordance with its terms (but without assuming away the risk of non-completion), result in a transaction which is more favourable to Buyer Shareholders than the Arrangement (including any adjustment to the terms and conditions of the Arrangement proposed by the Company pursuant to Section 7.04(a)(vi); (e) complies with Securities Laws in all material respects; (f) did not result from or involve a breach of this Agreement, or any other agreement between the Person making the Buyer Acquisition Proposal and the Buyer or any of its Subsidiaries; and (g) in the event that the Buyer does not have the financial resources to pay the Buyer Termination Payment (should such payment be owing), the terms of such Buyer Acquisition Proposal provide that the Person making such Buyer Acquisition Proposal shall advance or otherwise provide the Buyer with the cash for the Buyer to make the Buyer Termination Payment, and such amount shall be advanced or provided on or before the date such Buyer Termination Payment becomes payable.

“Buyer Superior Proposal Notice” has the meaning set forth in Section 7.04(a)(iii).

“Buyer Termination Payment” has the meaning set forth in Section 7.06(g).

“Buyer Termination Payment Event” has the meaning set forth in Section 7.06.

“Buyer Warrants” means the outstanding options to purchase Buyer Shares, as listed in Section 4.01(j) of the Buyer Disclosure Letter.

“Cannabis Act” means the Cannabis Act S.C. 2018, c. 16 as may be amended from time to time.

“Cannabis Regulations” means the Cannabis Regulations SOR/2018-144 as may be amended from time to time.

“Certificate of Arrangement” means the certificate or proof of filing to be issued by the Registrar pursuant to subsection 193(11) or subsection 193(12) of the ABCA in respect of the Articles of Arrangement giving effect to the Arrangement.

“CFPOA” has the meaning set forth in Section 3.01(mm).

“Company” has the meaning set forth in the preamble, and includes any successor to the Company.

“Company Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry (whether written or oral) from any Person or group of Persons “acting jointly or in concert” (within the meaning of National Instrument 62-104 – Takeover Bids and Issuer Bids) other than the Buyer (or any affiliate of the Buyer) after the date of this Agreement relating to:

“Company Board” means the board of directors of the Company as constituted from time to time.

“Company Board Recommendation” has the meaning set forth in Section 2.05(b).

“Company Change in Recommendation” means the Company Board fails to recommend or withdraws, amends, modifies or qualifies (or proposes publicly to withdraw, amend, modify or qualify), in a manner adverse to the Buyer, the Company Board Recommendation, or the Company Board accepts, approves, endorses or recommends or publicly proposes to accept, approve, endorse or recommend a Company Acquisition Proposal, or takes no position or remains neutral with respect to, any publicly announced Company Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed Company Acquisition Proposal for a period of no more than five Business Days following such public announcement or public disclosure will not be considered to be a Company Change in Recommendation provided the Company Board has rejected such Company Acquisition Proposal and affirmed the Company Board Recommendation before the end of such five Business Day period (or in the event that the Company Meeting is scheduled to occur within such five Business Day period, no later than the later of one Business Day following the public announcement or public disclosure of such Company Acquisition Proposal or the second Business Day prior to the date of the Company Meeting)).

“Company Circular” means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices, and exhibits to, and information incorporated by reference in, such management information circular, to be sent to Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“Company Data Room” means the material contained in the virtual data room established by the Company as at 10:00 a.m. on August 20, 2020, the index of documents of which is attached to the Company Disclosure Letter.

“Company Debenture Agreements” means the two consent and waiver agreements in respect of the Company Debentures dated the date hereof between, on the one hand, the Company and, on the other hand and in separate Company Debenture Agreements, two holders representing in the aggregate 94.56% of the principal amount of the Company Debentures.

“Company Debentures” means the outstanding debentures issued under the trust indenture dated November 23, 2018 between the Company and TSX Trust Company, as listed in Section 3.01(k) of the Company Disclosure Letter.

“Company Disclosure Letter” means the disclosure letter dated the date of this Agreement and delivered by the Company to the Buyer with this Agreement.

“Company Employees” means the officers and employees of the Company and its Subsidiaries.

“Company Filings” means all documents publicly filed by or on behalf of the Company on SEDAR since January 1, 2018.

“Company Financial Advisor” means Echelon Wealth Partners Inc.

“Company Information” means all information to be included in the Company Circular (including in documents incorporated by reference) describing the Company, its Subsidiaries, the business, operations and affairs of the Company and its Subsidiaries, and the matters to be considered at the Company Meeting, as required by the Interim Order or applicable Laws.

“Company Intellectual Property Rights” has the meaning set forth in Section 3.01(dd).

“Company Leased Properties” has the meaning set forth in Section 3.01(aa)(ii).

“Company Match Period” has the meaning set forth in Section 7.04(a)(v).

“Company Material Adverse Effect” means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, states of facts or circumstances, is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, properties, capitalization, condition (financial or otherwise) or liabilities (contingent or otherwise) of the Company and its Subsidiaries, taken as a whole, except any such change, event, occurrence, effect, state of facts or circumstances resulting from: (a) any change affecting any of the industries in which the Company or any of its Subsidiaries operate generally in Canada; (b) any change in general economic, business, regulatory, political, financial, capital, securities or credit market conditions in Canada; (c) any outbreak of war or act of terrorism; (d) any change in Law or GAAP or the enforcement, implementation or interpretation thereof; (e) any natural disaster or epidemic, pandemic or disease outbreak (including the COVID-19 virus) (f) any action taken (or omitted to be taken) by the Company or any of its Subsidiaries, which is required to be taken (or omitted to be taken) pursuant to this Agreement or that is consented to by the Buyer in writing; (g) the announcement of this Agreement or consummation of the Arrangement or the transactions contemplated hereby, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Buyer or its Subsidiaries with the Buyer’s employees, customers, suppliers, partners and other Persons with which the Buyer or any of its Subsidiaries has business relations; (h) any matter that has been disclosed by the Company in the Company Filings prior to the date hereof or that is set forth in the Company Disclosure Letter; (i) the failure of the Company to meet any internal or published projections, forecasts, guidance or estimate of revenues, earnings or cash flows (it being understood that the causes underlying such failure may be taken into account in determining whether a Company Material Adverse Effect has occurred); or (j) any change in the market price or trading volume of any securities of the Company (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Company Material Adverse Effect has occurred); provided, however, if any change, event, occurrence, effect, state of facts or circumstance in clauses (a) through and including (e) above has a disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries in which the Company or any of its Subsidiaries operate, such effect may be taken into account in determining: (i) whether a Company Material Adverse Effect has occurred; and (ii) that references in certain Sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a “Company Material Adverse Effect” has occurred.

“Company Meeting” means the special meeting of Company Shareholders, including any adjournment or postponement thereof in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Buyer.

“Company Nominees” means any two director nominees to be selected by the Company prior to completion of the Arrangement, provided that such director nominees shall be selected from Persons that are directors and/or officers of the Company as of the date of this Agreement.

“Company Options” means the outstanding options to purchase Company Shares issued pursuant to the Company Stock Option Plan, as listed in Section 3.01(k) of the Company Disclosure Letter.

“Company RSU” means the restricted share units to acquire Company Shares issued pursuant to the Company RSU Plan, as listed in Section 3.01(k) of the Company Disclosure Letter.

“Company RSU Plan” means the restricted share unit plan approved by the shareholders of the Company on January 6, 2020.

“Company Share” means a common share in the capital of the Company.

“Company Shareholders” means the registered and/or beneficial owners of the Company Shares, as the context requires.

“Company Stock Option Plan” means the Company’s stock option plan most recently approved by the Company Shareholders on January 6, 2020.

“Company Superior Proposal” means any bona fide written Company Acquisition Proposal to acquire, directly or indirectly, not less than all of the outstanding Company Shares or all or substantially all of the assets of the Company on a consolidated basis that did not result from a breach of this Agreement and: (a) that, in the opinion of the Company Board, is reasonably capable of being completed, without undue delay, taking into account all financial, legal, regulatory and other aspects of such Company Acquisition Proposal and the Person making such Company Acquisition Proposal; (b) that is not subject to a financing condition and in respect of which it has been demonstrated to the satisfaction of the Company Board, after receipt of advice from its financial advisors and outside legal counsel, that adequate arrangements have been made in respect of any financing required to complete such Company Acquisition Proposal; (c) that is not subject to a due diligence condition or access condition; (d) in respect of which the Company Board determines, in its good faith judgment, after receiving the advice of its outside legal counsel and its financial advisors, that it would, if consummated in accordance with its terms (but without assuming away the risk of non-completion), result in a transaction which is more favourable to Company Shareholders than the Arrangement (including any adjustment to the terms and conditions of the Arrangement proposed by the Buyer pursuant to Section 7.02(a)(vi); (e) complies with Securities Laws in all material respects; (f) did not result from or involve a breach of this Agreement or any other agreement between the Person making the Company Acquisition Proposal and the Company or any of its Subsidiaries; and (g) in the event that the Company does not have the financial resources to pay the Company Termination Payment (should such payment be owing), the terms of such Company Acquisition Proposal provide that the Person making such Company Acquisition Proposal shall advance or otherwise provide the Company with the cash for the Company to make the Company Termination Payment, and such amount shall be advanced or provided on or before the date such Company Termination Payment becomes payable.

“Company Superior Proposal Notice” has the meaning set forth in Section 7.02(a)(iii).

“Company Termination Payment” has the meaning set forth in Section 7.05(g).

“Company Termination Payment Event” has the meaning set forth in Section 7.05.

“Company Warrants” means the outstanding warrants to purchase Company Shares, as listed in Section 3.01(k) of the Company Disclosure Letter.

“Confidentiality Agreement” means the confidentiality agreement between the Company and the Buyer dated May 27, 2019.

“Consideration” means the consideration to be received by non-dissenting Company Shareholders pursuant to the Plan of Arrangement as consideration for their Company Shares, consisting of 0.824 Buyer Shares for each Company Share, subject to adjustment in the manner and in the circumstances contemplated in Section 2.14 of this Agreement, on the basis set out in the Plan of Arrangement.

“Consideration Shares” means the Buyer Shares to be issued as the Consideration pursuant to the Arrangement.

“Contaminant” means and includes, without limitation, any pollutants, contaminants, chemicals, industrial, toxic or hazardous wastes, materials or substances or any other matter including any of the foregoing, as defined or described as such pursuant to any Environmental Laws.

“Contract” means any legally binding agreement, commitment, engagement, contract, licence, lease, obligation, undertaking or joint venture to which a Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject.

“Court” means the Court of Queen’s Bench of Alberta in Calgary, Alberta.

“CSE” means the Canadian Securities Exchange.

“Depositary” means such trust company, bank or other financial institution as the Company may appoint to act as depositary in relation to the Arrangement, with the approval of the Buyer, acting reasonably.

“Dissent Rights” means the rights of dissent provided to Company Shareholders in respect of the Arrangement Resolution as described in the Plan of Arrangement.

“Effective Date” means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

“Effective Time” has the meaning set forth in the Plan of Arrangement.

“Employee Plans” means all employee benefit, health, dental or other medical, life, disability or other insurance (whether insured or self-insured) welfare, mortgage insurance, employee loan, employee assistance, supplemental unemployment benefit, bonus, profit sharing, option, incentive, incentive compensation, deferred compensation, share purchase, share compensation, share appreciation, pension, retirement, savings, supplemental retirement, severance or termination pay, and any other material plans, programs, practices, policies, agreements or arrangements (whether written or unwritten) for the benefit of employees, former employees, directors or former directors of a Party or its Subsidiaries, or their respective dependents or beneficiaries, which are maintained by or binding upon a Party or its Subsidiaries or in respect of which a Party or its Subsidiaries has any actual or potential liability, other than benefit plans established pursuant to statute.

“Environmental Activity” means and includes, without limitation, any past, present or contemplated activity, event or circumstance in respect of a Contaminant, including, without limitation, the storage, use, holding, collection, purchase, accumulation, generation, manufacture, processing, treatment, stabilization, disposition, handling or transportation thereof, or the release, escape, leaching, dispersal or migration thereof into the natural environment, including the movement through or in the air, soil, surface water or groundwater.

“Environmental Laws” means all Laws imposing obligations, responsibilities, liabilities or standards of conduct for or relating to: (a) the regulation or control of pollution, contamination, activities, materials, substances or wastes in connection with or for the protection of human health or safety, the environment or natural resources (including climate, air, surface water, groundwater, wetlands, land surface, subsurface strata, wildlife, aquatic species and vegetation); or (b) the use, generation, disposal, treatment, processing, recycling, handling, transport, distribution, destruction, transfer, import, export or sale of Contaminants.

“Fairness Opinion” has the meaning set forth in Section 3.01(e).

“Final Order” means the order of the Court pursuant to subsection 193(9) of the ABCA, in form and substance satisfactory to each Party, acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of each of the Parties, acting reasonably) at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended (provided that such amendment is satisfactory to each of the Parties, acting reasonably) on appeal.

“Financing” means one or more equity, debt or convertible debt financings to be completed by the Company and/or the Buyer for aggregate gross proceeds of up to $25,000,000 after the date hereof and prior to the Effective Date, provided that the terms of such financing shall be subject to the approval of the Company and the Buyer, each acting reasonably.

“GAAP” means generally accepted accounting principles as set forth in the CPA Canada Handbook - Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards, at the relevant time, applied on a consistent basis.

“Governmental Entity” means: (a) any international, multi-national, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, commissioner, minister, cabinet, governor in council, ministry, agency or instrumentality, domestic or foreign; (b) any subdivision or authority of any of the foregoing; (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) any stock exchange, including, for greater certainty, the CSE and TSXV.

“Intellectual Property” means domestic and foreign intellectual property rights, including: (a) inventions, patents, applications for patents and reissues, divisions, continuations, re-examinations, renewals, extensions and continuations-in-part of patents or patent applications; (b) copyrights, copyright registrations and applications for copyright registration; (c) mask works, mask work registrations and applications for mask work registrations; (d) designs and similar rights, design registrations, design registration applications, and integrated circuit topographies and similar rights; (e) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade-mark applications, trade dress and logos, and the goodwill associated with any of the foregoing; and (f) trade secrets, confidential information and know-how.

“Interested Shareholders” means any Company Shareholders the vote of which is required to be excluded from the minority approval vote under Part 8 of MI 61-101 with respect to the Arrangement Resolution.

“Interim Order” means the interim order of the Court made pursuant to Section 193(4) of the ABCA, in a form acceptable to the Company and the Buyer, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of each of the Parties, acting reasonably.

“Law” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended, unless expressly specified otherwise.

“Lien” means any mortgage, charge, pledge, encumbrance, hypothec, security interest, prior claim or lien (statutory or otherwise), in each case, whether contingent or absolute.

“Locked-Up Shareholders” means each Person who will, following the Effective Date, be a Reporting Insider of the Buyer.

“Lock-Up Agreements” means the lock-up agreements between the Buyer and the Locked-Up Shareholders, entered into on or prior to the Effective Date in substantially the form of agreement attached hereto as Schedule D.

“Material Contract” means: (a) any Contract that, if terminated or modified or if it ceased to be in effect, would reasonably be expected to have: (i) in the case of the Buyer, a Buyer Material Adverse Effect; or (ii) in the case of the Company, a Company Material Adverse Effect; (b) any Contract relating directly or indirectly to the guarantee of any liabilities or obligations or to indebtedness for borrowed money in excess of $100,000 in the aggregate; (c) any Contract under which indebtedness in excess of $50,000 is or may become outstanding, other than a Contract between two or more wholly-owned Subsidiaries of a Party or between a Party and one or more of its wholly owned Subsidiaries; (d) any Contract under which a Party or any of its Subsidiaries is obligated to make or expects to receive payments in excess of $100,000 over the remaining term; (e) any Contract that creates an exclusive dealing arrangement or right of first offer or refusal; (f) any Contract providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds $100,000; (g) any Contract that limits or restricts in any material respect (i) the ability of a Party or any Subsidiary to engage in any line of business or carry on business in any geographic area; or (ii) the scope of Persons to whom a Party or any of its Subsidiaries may sell products; or (h) any Contract providing for the establishment, investment in, organization or formation of any joint venture, partnership or other revenue sharing arrangements in which the interest of a Party or its Subsidiaries has a fair market value which exceeds $100,000.

“Misrepresentation” has the meaning ascribed thereto under Securities Laws.

“MI 61-101” means Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators.

“Money Laundering Laws” has the meaning set forth in Section 3.01(ll).

“Order” means all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, rulings, determinations, awards, decrees or similar actions taken by, or applied by, any Governmental Entity (in each case, whether temporary, preliminary or permanent).

“ordinary course of business” or any similar reference means, with respect to an action taken or to be taken by any Person, that such action is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day business and operations of such Person.

“Outside Date” means December 1, 2020 or such later date as may be agreed to in writing by the Parties.

“Parties” means the Buyer and the Company, and “Party” means either one of them.

“Pending Buyer Acquisition Proposal” has the meaning set forth in Section 7.06(d)(i).

“Pending Company Acquisition Proposal” has the meaning set forth in Section 7.05(d)(i).

“Permitted Liens” means, as of any particular time and in respect of any Person, each of the following Liens: (a) the reservations, limitations, provisos and conditions expressed in the original grant from the Crown and recorded against title and any statutory exceptions to title; (b) inchoate or statutory liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of real or personal property; (c) easements, servitudes, restrictions, restrictive covenants, party wall agreements, rights of way, licences, permits and other similar rights in real property (including rights of way and servitudes for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light, power, telephone, telegraph or cable television conduits, poles, wires and cables) that do not, individually or in the aggregate, materially and adversely impair the current use and operation thereof (assuming its continued use in the manner in which it is currently used); (d) encroachments that do not materially impair or affect the current use or value of any real property and minor defects or irregularities in title to any real property; (e) Liens for Taxes not yet due in respect of which an applicable reserve has been made; (f) Liens imposed by Law and incurred in the ordinary course of business for obligations not yet due or delinquent; (g) Liens in respect of pledges or deposits under workers’ compensation, social security or similar Laws, other than with respect to amounts which are due and delinquent, unless such amounts are being contested in good faith by appropriate proceedings; (h) zoning and building by-laws and ordinances and airport zoning regulations made by public authorities and other restrictions affecting or controlling the use or development of any real property; (i) agreements affecting real property with any municipal, provincial or federal governments or authorities and any public utilities (including subdivision agreements, development agreements and site control agreements) that do not, individually or in the aggregate, materially and adversely impair the current use and operation thereof (assuming its continued use in the manner in which it is currently used); (j) any notices of leases registered on title and licences of occupation; (k) purchase money liens and liens securing rental payments under capital lease arrangements; (l) with respect to the Company, Liens as listed and described in Section 1.01(b) of the Company Disclosure Letter; and (m) such other imperfections or irregularities of title or Lien that, in each case, do not materially adversely affect the use of the properties or assets subject thereto or otherwise materially adversely impair business operations of such properties.

“Person” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative or government (including any Governmental Entity), syndicate or other entity, whether or not having legal status.

“Plan of Arrangement” means the plan of arrangement of the Company under the ABCA substantially in the form and content of Schedule A attached hereto and any amendment or variation thereto made in accordance with the Plan of Arrangement or this Agreement or made at the direction of the Court in the Final Order with the prior written consent of the Parties, each acting reasonably.

“Registrar” has the meaning ascribed to such term in the ABCA.

“Regulatory Approvals” means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry of any waiting period imposed by Law or a Governmental Entity, in each case in connection with this Agreement or the Arrangement.

“Reporting Insider” has the meaning set forth in National Instrument 55-104 - Insider Reporting Requirements and Exemptions of the Canadian Securities Administrators.

“Section 3(a)(10) Exemption” means the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof.

“Securities Authorities” means the Alberta Securities Commission and the applicable securities commissions or securities regulatory authority of a province or territory of Canada.

“Securities Laws” means the Securities Act (Alberta) and all other applicable Canadian provincial and territorial securities laws, rules, regulations, instruments and published policies thereunder.

“SEDAR” means the System for Electronic Document Analysis and Retrieval.

“Subsidiary” has the meaning specified in National Instrument 45-106 - Prospectus Exemptions and, for the purposes of this Agreement, “control” shall include: (a) the possession, directly or indirectly, of the power to direct or cause the direction of the policies, management and affairs of the Person, whether through the ownership of voting securities, by contract or otherwise, including with respect to any general partner of another Person with the power to direct the policies, management and affairs of such Person; and (b) ownership, directly or indirectly, of more than 20% of the voting securities in any Person.

“Support and Voting Agreements” means the support and voting agreements between the Buyer and the Supporting Shareholders dated as of August 20, 2020.

“Supporting Shareholders” means certain officers, directors and other significant shareholders of the Company that own, or exercise control or direction over, Company Shares or securities convertible into, or exchangeable for, Company Shares, as set forth in Schedule C.

“Tax Act” means the Income Tax Act (Canada).

“Taxes” means: (a) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, licence, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export and including all licence and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts described in clause (a) above or this clause (b); (c) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (d) any liability for the payment of any amounts described in clauses (a) or (b) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

“Tax Returns” means any and all returns, reports, declarations, elections, notices, forms, designations, filings and statements (including estimated tax returns and reports, withholding tax returns and reports and information returns and reports) filed or required to be filed in respect of Taxes.

“Third-Party Beneficiaries” has the meaning set forth in Section 9.05.

“TSXV” means the TSX Venture Exchange.

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Section 1.02 Interpretation Not Affected by Headings.

The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 1.03 Currency.

All references to dollars or to $ are references to Canadian dollars unless otherwise specified.

Section 1.04 Number and Gender.

In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa and words importing gender shall include all genders.

Section 1.05 Date for Any Action.

If the date on which any action is required to be taken hereunder by a Party is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place.

Section 1.06 Schedules.

Section 1.07 Accounting Terms.

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under GAAP and all determinations of an accounting nature required to be made shall be made in a manner consistent with GAAP.

Section 1.08 Knowledge.

In this Agreement, references to “to the knowledge of” means the actual knowledge of the “Executive Officers” of the Company and the Buyer, as the case may be, after making due inquiry regarding the relevant matter. For purposes of this Section 1.08, “Executive Officers”, in the case of the Company, means Mark Goliger, Chief Executive Officer, and, in the case of the Buyer, means Raj Grover, Chief Executive Officer.

Section 1.09 Consent.

If any provision requires approval or consent of a Party and such approval or consent is not delivered within the specified time limit, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.

Section 1.10 Other Definitional and Interpretive Provisions. 

ARTICLE II
THE ARRANGEMENT

Section 2.01 The Arrangement.

The Company and the Buyer agree that the Arrangement shall be implemented in accordance with the terms and subject to the conditions contained in this Agreement and the Plan of Arrangement.

Section 2.02 Obligations of the Parties.

Subject to the terms and conditions of this Agreement, each of the Parties hereto agrees to use its reasonable commercial efforts prior to the Effective Date to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to complete the Arrangement and the transactions contemplated by this Agreement to be made effective on the Effective Date.

Section 2.03 Interim Order.

As soon as reasonably practicable after the date of this Agreement, but in any event, subject to Court availability, on or before September 21, 2020, the Company shall apply in a manner reasonably acceptable to the Buyer pursuant to the ABCA and, in co-operation with the Buyer, prepare, file and diligently pursue an application for the Interim Order which shall provide, among other things:

Section 2.04 Court Proceedings.

Subject to the terms of this Agreement, the Buyer shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information reasonably required to be supplied by the Buyer in connection therewith. The Company shall provide legal counsel to the Buyer with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement and shall give reasonable consideration to all such comments. Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.04 or with the Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Buyer to agree or consent to any increase or variation in the Consideration or other modification or amendment to such filed or served materials that expands or increases the Buyer’s obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to the Buyer’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Buyer making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided that, the Company is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

Section 2.05 Company Circular. 

Section 2.06 Company Meeting.

The Company shall:

Section 2.07 Final Order.

If the Interim Order is obtained and the Arrangement Resolution is passed at the Company Meeting as provided for in the Interim Order, the Company shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to the ABCA, as soon as practicable, but in any event, subject to Court availability, not later than five Business Days after the Arrangement Resolution is passed at the Company Meeting.

Section 2.08 Plan of Arrangement and Effective Time.

Section 2.09 Company Warrants and Debentures.

Section 2.10 Payment of Consideration.

The Buyer shall, prior to the filing by the Company of the Articles of Arrangement with the Registrar, provide or cause to be provided the Depositary with an irrevocable direction for the issuance of the Consideration Shares (the terms and conditions of such escrow and direction to be satisfactory to the Company and the Buyer, acting reasonably) and any treasury directions addressed to the Buyer’s transfer agent as may be necessary, in order to pay and deliver the aggregate Consideration as provided in the Plan of Arrangement.

Section 2.11 Public Communications.

The Parties agree to issue jointly a news release with respect to this Agreement as soon as practicable after its execution, provided that the text and timing of the announcement shall be approved by each Party in advance, acting reasonably. Thereafter, the Buyer and the Company agree to co-operate and participate in presentations to investors regarding the Arrangement prior to the making of such presentations and to promptly advise, consult and co-operate with each other in issuing any news releases or otherwise making public statements with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the CSE and TSXV, with respect thereto. Each Party shall: (a) not issue any news release or otherwise make public statements with respect to this Agreement or the Arrangement without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed; and (b) enable the other Party, acting reasonably, to review and comment on all such news releases prior to the release thereof and shall enable the other Party, acting reasonably, to review and comment on such filings prior to the filing thereof; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make disclosure in accordance with applicable Laws and, if such disclosure is required and the other Party has not reviewed or commented on the disclosure, the Party making such disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and, if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. For the avoidance of doubt, the foregoing shall not prevent either Party from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with the most recent news releases, public disclosures or public statements made by the Parties. Without limiting the generality of the foregoing and for greater certainty, each Party acknowledges and agrees that the other Party shall file, in accordance with Securities Laws, this Agreement, together with a material change report related thereto, under such Party’s profile on SEDAR.

Section 2.12 Tax Matters.

The Company, the Buyer and the Depositary, as applicable, shall be entitled to deduct or withhold from any consideration payable or otherwise deliverable to any Person, including Company Shareholders exercising Dissent Rights, pursuant to the Arrangement and from all dividends, other distributions or other amount otherwise payable to any former Company Shareholders, such Taxes or other amounts as the Company, the Buyer or the Depositary are required, entitled or permitted to deduct or withhold with respect to such payment under the Tax Act, or any other provisions of any applicable Laws, in each case, as amended. To the extent that Taxes or other amounts are so deducted or withheld, such deducted or withheld Taxes or other amounts shall be treated for all purposes under this Agreement as having been paid to the Person in respect of which such deduction or withholding was made, provided that such deducted or withheld Taxes or other amounts are actually remitted to the appropriate taxing authority.

Section 2.13 Buyer Directors.

The Buyer shall take all necessary actions to ensure that upon the completion of the Arrangement the Buyer Board will be reconstituted such that the Buyer Board will be comprised solely of the Company Nominees and the Buyer Nominees and shall ensure that the Company Nominees are nominated for election as directors of the Buyer at the Buyer’s next annual general meeting of Buyer Shareholders.

Section 2.14 Adjustment of Consideration Shares.

If on or after the date hereof, either Party: (a) splits, consolidates or reclassifies any of its common shares; (b) undertakes any other capital reorganization; or (c) declares, sets aside or pays any dividend or other distribution to its shareholders of record as of a time prior to the Effective Date, the Parties hereto shall make such adjustments to the Arrangement, including the number or fraction of Consideration Shares deliverable per Company Share under the Arrangement, as they determine acting in good faith to be necessary to restore the original intention of the Parties in the circumstances and to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Plan of Arrangement prior to such action.

Section 2.15 United States Securities Law Matters.

“This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the distribution of securities of High Tide Inc., pursuant to the Plan of Arrangement.”; and

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 3.01 Representations and Warranties of the Company.

Except as disclosed in the Company Disclosure Letter, the Company represents and warrants to and in favour of the Buyer as follows and acknowledges that the Buyer is relying upon such representations and warranties in entering into this Agreement:

Section 3.02 Survival of Representations and Warranties.

The representations and warranties of the Company contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE BUYER

Section 4.01 Representations and Warranties.

Except as disclosed in the Buyer Disclosure Letter, the Buyer represents and warrants to and in favour of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement:

Section 4.02 Survival of Representations and Warranties.

The representations and warranties of the Buyer contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE V
COVENANTS

Section 5.01 Conduct of Business of the Company.

The Company covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms, unless otherwise: (i) agreed to in writing by the Buyer (such agreement not be unreasonably withheld, conditioned or delayed); (ii) required or expressly permitted or specifically contemplated by this Agreement; (iii) required by applicable Law; or (iv) as contemplated by Section 5.01 of the Company Disclosure Letter:

Section 5.02 Conduct of Business of the Buyer.

The Buyer covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms, unless otherwise: (i) agreed to in writing by the Company (such agreement not to be unreasonably withheld, conditioned or delayed); (ii) required or expressly permitted or specifically contemplated by this Agreement; (iii) required by applicable Law; or (iv) as contemplated by Section 5.02 of the Buyer Disclosure Letter:

Section 5.03 Covenants Relating to the Arrangement. 

Section 5.04 Covenants Related to Regulatory Approvals.

Each Party, as applicable to that Party, covenants and agrees with respect to obtaining all Regulatory Approvals that, subject to the terms and conditions of this Agreement, until the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms:

Section 5.05 Access to Information.

Section 5.06 Indemnification and Insurance.

ARTICLE VI
CONDITIONS

Section 6.01 Mutual Conditions.

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Parties:

Section 6.02 Additional Conditions to the Obligations of the Buyer.

The Buyer is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Buyer and may only be waived, in whole or in part, by the Buyer in its sole discretion:

Section 6.03 Additional Conditions to the Obligations of the Company.

The Company is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion:

Section 6.04 Notice and Cure Provisions.

Each Party shall promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be likely to:

The Buyer and the Company may not elect to exercise their respective right to terminate this Agreement pursuant to Section 8.02 unless the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, inaccuracies of representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition or the availability of a termination right, as the case may be. If any such notice is delivered with respect to a matter that is capable of being cured, provided that a Party is proceeding diligently to cure such matter, no Party may terminate this Agreement until the earlier of: (i) the Outside Date; and (ii) the date that is five (5) Business Days from the date of receipt of such notice, if such matter has not been cured by such date. If such notice has been delivered prior to the date of the Company Meeting, the Company shall postpone or adjourn the Company Meeting until the expiry of such period (without causing a breach of any other provisions contained herein).

Section 6.05 Merger of Conditions.

Subject to applicable Law, the conditions set out in Section 6.01, Section 6.02 and Section 6.03 shall be conclusively deemed to have been satisfied, waived or released upon the Effective Date.

ARTICLE VII
NON-SOLICITATION AND TERMINATION PAYMENTS

Section 7.01 Company Covenant Regarding Non-Solicitation.