Mr. Vahan Ajamian reports
HIGH TIDE COMPLETES PREVIOUSLY ANNOUNCED SHARES FOR DEBT TRANSACTIONS
Further to the press release dated Nov. 17, 2020, and Meta Growth Corp.'s press release dated Nov. 6, 2020, High Tide Inc. has received TSX Venture Exchange approval, and has settled debt in the aggregate of $1,220,331 through the issuance of a total of 7,178,418 common shares in the capital of High Tide, consisting of:
4,976,471 High Tide shares at a deemed price of 17 cents per High Tide share in connection with Meta's semi-annual interest payment of $846,000 due and payable on Nov. 30, 2020, owing to the holders of the 8.0 per cent convertible secured senior debentures issued pursuant to the to the terms of the convertible denture indenture dated Nov. 23, 2018, between TSX Trust Company (TSXT) and Meta, and the supplement debenture indenture dated Nov. 16, 2020, between TSXT, Meta and the company;
1,176,470 High Tide shares in aggregate to certain holders of unsecured convertible debentures of the company, in satisfaction of the annual amount of interest due to the holders, at a deemed price of 17 cents per High Tide share;
250,000 High Tide 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 performance over the fiscal year ended Oct. 31, 2019, at a deemed price of 17 cents per High Tide share;
775,477 High Tide shares in aggregate to the independent members of the board of directors as compensation for their services over the fiscal year ended Oct. 31, 2019, and Oct. 31, 2020, at a deemed price of 17 cents per High Tide share.
The debentureholder interest obligation shares, interest shares, management shares and board shares are subject to a statutory hold period of four months plus one day from the date of issuance.
As certain directors and officers of the company received High Tide shares in connection with the debt settlement, they are considered as related-party transactions for the purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The participation of the directors and officers is exempt from the formal valuation and minority shareholder approval requirements provided under MI 61-101 in accordance with sections 5.5(a) and 5.7(1)(a) of MI 61-101. The company is relying on an exemption from the formal valuation requirements of MI 61-101 available because the fair market value of the debt settlement pertaining to the directors and officers does not exceed 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101. The company did not file a material change report related to this debt settlement more than 21 days before the expected closing of the debt settlement as required by MI 61-101 since the details of the debt settlement were not settled until shortly prior to the closing of the debt settlement and the company wished to close on an expedited basis for sound business reasons.
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 largest Canadian retailer of recreational cannabis as measured by revenue, with 66 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 and CBDcity, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide's strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. and Aurora Cannabis Inc.
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