CALGARY, AB and TORONTO, ON, Nov. 17,
2020 /CNW/ - High Tide Inc. (CSE: HITI) (OTCQB: HITIF)
(Frankfurt: 2LY) ("High
Tide" or the "Company") and Meta Growth Corp. (TSXV:
META) ("META") are pleased to announce that, further to
their joint press releases dated August 21,
2020 and October 28, 2020
relating to the arrangement agreement entered into between High
Tide and META on August 20, 2020,
pursuant to which High Tide has agreed to acquire all of the issued
and outstanding common shares of META by way of a plan of
arrangement under the provisions of the Business Corporations
Act (Alberta) (the
"Transaction"), the TSX Venture Exchange ("TSXV") has
granted the Company final approval for the listing of (i)
436,153,806 of the Company's common shares, (ii) 40,076,412
warrants, each exercisable for one common share of the Company at a
price of $0.35 per share until
February 6, 2023, and (iii)
$21,150,000 in secured convertible
debentures of META, which are convertible into common shares of the
Company at a price of $0.22 per share
until November 30, 2022 and bear
interest at a rate of 8% per annum.
It is anticipated that the Transaction will close on or about
November 18, 2020. Further, High Tide
is expected to be listed for trading on the TSXV as a Tier 2
Industrial Issuer and the securities of META are expected to be
delisted from the TSXV as of November 19,
2020.
Further information about closing of the Transaction is
available on the SEDAR profiles of High Tide and META on SEDAR at
www.sedar.com. High Tide and META will provide a further update
once the Transaction has closed.
Other Transactions
The Company issued an aggregate of 1,176,470 common shares of
High Tide ("Interest Shares") to certain holders of
unsecured convertible debentures of the Company, in satisfaction of
the annual amount of interest due to the holders. The calculation
of the number of Interest Shares issued was based on the volume
weighted average trading price of the common shares of High Tide
during the 10 trading days ending November
14, 2020. The Interest Shares are subject to a statutory
hold period of four months plus one day from the date of
issuance.
Separately, the Company also recently authorized the issuance of
529,412 common shares in aggregate to certain members of senior
management of the Company, assessed as a bonus at the discretion of
the Board of Directors and awarded based on their performance over
the past year. Lastly, the Company authorized the issuance of
775,476 common shares in aggregate to the independent members of
the Board of Directors as compensation for their services over the
past year. The Company anticipates that the issuance of these
shares will take place on or about November
20, 2020. All of these common shares are subject to a
statutory hold period of four months plus one day from the date of
issuance.
Furthermore, the Company has also agreed with certain directors,
officers, consultants and employees of the Company to cancel an
aggregate of 7,100,000 stock options.
Each of the transactions set forth above is subject to the prior
approval of the TSXV.
About High Tide
High Tide is a retail-focused cannabis company enhanced by the
manufacturing and distribution of cannabis lifestyle accessories.
Its premier Canadian retail brand Canna Cabana spans 34 locations
in Ontario, Alberta and Saskatchewan, with additional locations under
development across Canada. High
Tide has been serving cannabis consumers for over a decade through
its numerous lifestyle accessory enterprises including eCommerce
platforms Grasscity.com and CBDcity.com, lifestyle and licensed
entertainment brand manufacturer Famous Brandz, and its wholesale
distribution division Valiant Distribution.
High Tide's strategy as a parent company is to extend and
strengthen its integrated value chain, while providing a complete
customer experience and maximizing shareholder value. Key industry
investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA)
and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).
Neither the Canadian Securities Exchange ("CSE") nor its
Market Regulator (as that term is defined in the policies of the
CSE), accepts responsibility for the adequacy or accuracy of this
release. Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release.
About META
META is a leader in secure, safe and responsible access to legal
recreational cannabis in Canada.
Through its Canada-wide network of
Meta Cannabis Co.™, Meta Cannabis Supply Co.™ and NewLeaf Cannabis™
recreational cannabis retail stores, META enables the public to
gain knowledgeable access to Canada's network of authorized Licensed
Producers of cannabis. META is listed on the TSX Venture Exchange
under the symbol (TSXV: META).
Cautionary Note Regarding Forward-Looking Statements
Certain information in this news release constitutes
forward-looking statements under applicable securities laws. Any
statements that are contained in this news release that are not
statements of historical fact may be deemed to be forward-looking
statements. Forward-looking statements are often identified by
terms such as "may", "should", "anticipate", "expect", "potential",
"believe", "intend" or the negative of these terms and similar
expressions. Forward-looking statements in this news release
include, but are not limited to, completion of the Transaction; the
listing of High Tide securities on the TSXV and the delisting of
META securities; the issuance of common shares of the Company as a
bonus and as compensation for High Tide board members; and the
cancellation of stock options. Forward-looking statements are based
on certain assumptions regarding High Tide and META, including
completion of the Transaction and listing on the TSXV. While High
Tide and META consider these assumptions to be reasonable, based on
information currently available, they may prove to be incorrect.
Readers are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements also
necessarily involve known and unknown risks, including, without
limitation, risks associated with general economic conditions;
adverse industry events; marketing costs; loss of
markets; future legislative and regulatory developments
involving the retail cannabis markets; inability to access
sufficient capital from internal and external sources, and/or
inability to access sufficient capital on favourable terms; the
retail cannabis industries generally; income tax and regulatory
matters; the ability of High Tide and META to implement their
business strategies; competition; crop failure/conditions; currency
and interest rate fluctuations; the COVID-19 pandemic nationally
and globally and the response of governments to the COVID-19
pandemic in respect of the operation of retail stores and other
risks.
Readers are cautioned that the foregoing list is not exhaustive.
Readers are further cautioned not to place undue reliance on
forward-looking statements as there can be no assurance that the
plans, intentions or expectations upon which they are placed will
occur. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those
anticipated.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement and reflect our
expectations as of the date hereof, and thus are subject to change
thereafter. High Tide and META disclaim any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law. This news release has been approved by the board
of directors of each of High Tide and META. Factors that could
cause anticipated opportunities and actual results to differ
materially include, but are not limited to, matters referred to
above and elsewhere in High Tide's and META's public filings and
material change reports that will be filed in respect of this
Transaction which are and will be available on SEDAR.
SOURCE Meta Growth Corp.