High Tide closes $23.18-million bought deal
2021-05-26 13:40 ET - News Release
Mr. Omar Khan reports
HIGH TIDE ANNOUNCES CLOSING OF $23 MILLION BOUGHT DEAL EQUITY FINANCING, INCLUDING EXERCISE IN FULL OF OVER-ALLOTMENT OPTION
High Tide Inc. has closed its previously announced bought deal offering of units of the company, including the exercise in full of the underwriters' overallotment option. The Offering was led by ATB Capital Markets Inc. and Echelon Wealth Partners Inc., together with Beacon Securities Limited, Desjardins Securities Inc. and Roth Canada ULC, and A.G.P./Alliance Global Partners, as a United States placement sub agent.
In connection with the Offering, the Company issued an aggregate of 2,415,000 Units at a price of $9.60 per Unit, for aggregate gross proceeds of $23,184,000. Each Unit is comprised of one common share of the Company (each, a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share of the Company for a period of 36 months from closing of the Offering at an exercise price of $12.25 per Warrant, subject to an accelerated expiry if the ten trading day volume-weighted average price of the Common Shares on the TSX Venture Exchange (the "TSXV") is equal to or greater than $19.20 per Common Share.
The TSXV has conditionally approved the listing of (i) the Common Shares and (ii) the Common Shares issuable upon the exercise of: (A) the Warrants, (B) the broker warrants issued to the Underwriters, and (C) the Warrants comprising the Units underlying such broker warrants. Listing will be subject to the Company fulfilling all the listing requirements of the TSXV.
The net proceeds of the Offering will be used for opening new retail cannabis store locations, completing strategic acquisitions, the repayment of debt, general corporate and working capital purposes.
Garfinkle Biderman LLP acted as legal advisors to the Company in connection with the Offering. Stikeman Elliott LLP acted as legal advisors to the Underwriters in connection with the Offering.
Related Party Transaction
Mr. Rahim Kanji and Mr. Shimmy Posen, the Chief Financial Officer and Corporate Secretary of the Company, respectively (collectively, the "Participating Insiders") participated in the Offering and acquired an aggregate of 105,000 Units pursuant to the Offering. The participation of the Participating Insiders in the Offering constitutes a "related party transaction", as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101") and would require the Company to receive minority shareholder approval for and obtain a formal valuation for the subject matter of, the transaction in accordance with MI 61-101, prior to the completion of such transaction. However, in completing the Offering, the Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101, in each case on the basis that the fair market value of the Participating Insiders' participation in the Offering does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report more than 21 days before the closing date of the Offering (the "Closing Date") due to the limited time between the launch date of the Offering and the Closing Date.
About High Tide Inc.
High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the most profitable Canadian retailer of recreational cannabis as measured by Adjusted EBIDTA with 85 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide's retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com, Smokecartel.com, FABCBD.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide's strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Tilray Inc. and Aurora Cannabis Inc.
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