Mr. Raj Grover reports
HIGH TIDE ANNOUNCES DETAILS OF CONSOLIDATION TO MEET NASDAQ LISTING REQUIREMENTS
High Tide Inc. will be consolidating all of its issued and outstanding common shares on the basis of one postconsolidation common share for each 15 preconsolidation common shares. The share consolidation represents another major step toward the listing of the common shares on the Nasdaq Stock Market LLC by meeting the minimum share price requirement set by Nasdaq.
"Today's news represents a significant milestone towards High Tide becoming the first major cannabis retailer anywhere in the world to be listed on Nasdaq, making our shares more accessible to a larger audience of both retail and institutional investors and increasing our appeal to potential M&A targets," said Raj Grover, president and chief executive officer of High Tide. "The announced share consolidation, coupled with other recent progress in our application, gives us confidence that we remain on course to meet the listing standards and begin trading on Nasdaq by the end of this month," added Mr. Grover.
The listing of High Tide's common shares on Nasdaq remains subject to the approval of Nasdaq and the satisfaction of all applicable listing and regulatory requirements, including the effectiveness and clearing comments of the Form 40-F. Following receipt of all required approvals, the company will issue a press release announcing its first trading date on Nasdaq.
Share consolidation details
The company's board of directors approved the share consolidation and it is expected that the common shares will commence trading on a postshare-consolidation basis on the TSX Venture Exchange on or about Friday, May 14, 2021.
The share consolidation was approved by holders of common shares at the company's annual and special meeting held on July 24, 2019. The share consolidation is subject to acceptance by the TSX Venture Exchange.
Assuming the share consolidation is completed, the existing 690,834,719 common shares will be reduced to approximately 46,055,653 common shares, subject to adjustments for rounding purposes. No fractional shares will be issued. Any fractional interest in common shares that is less than 0.5 of a common share resulting from the share consolidation will be rounded down to the nearest whole common share and any fractional interest in common shares that is 0.5 or greater of a common share will be rounded up to the nearest whole common share.
There are currently 35,193,728 common share purchase warrants originally issued by Meta Growth listed for trading on the TSX Venture Exchange, each exercisable at 29 cents per Meta warrant for 0.824 common share. Following the share consolidation, the number of listed Meta warrants outstanding will not be altered; however, the exercise terms will be adjusted in accordance with the terms of the warrant indenture dated Feb. 6, 2020, as supplemented on Nov. 16, 2020, such that 15 warrants will be exercisable for 0.824 postshare-consolidation common share following the payment of an adjusted exercise price of $4.35.
There are currently 23,958,332 common share purchase warrants originally issued as a part of the 2021 bought deal listed for trading on the TSX-V, each exercisable at 58 cents per High Tide warrant for one common share. Following the share consolidation, the number of listed High Tide warrants outstanding will not be altered. However, the exercise terms will be adjusted in accordance with the terms of the warrant indenture dated Feb. 22, 2021, such that 15 High Tide warrants will be exercisable for one postshare-consolidation common share following the payment of an adjusted exercise price of $8.70.
There are currently $900,000 principal amount of convertible debentures originally issued by Meta Growth listed for trading on the TSX-V, convertible at 22 cents per common share. Following the share consolidation, the number of listed convertible debentures outstanding will not be altered; however, the conversion terms will be adjusted in accordance with the terms of the debenture indenture dated Nov. 23, 2018, as supplemented on Nov. 16, 2020, such that the conversion price will be adjusted to $3.30 per postshare-consolidation common share.
Upon completion of the share consolidation, a letter of transmittal will be sent by mail to registered shareholders advising that the share consolidation has taken effect. The letter of transmittal will contain instructions on how registered shareholders can exchange their share certificates or direct registration system (DRS) statements evidencing their preconsolidation common shares for new share certificates or new DRS statements representing the number of postconsolidation common shares to which they are entitled.
Beneficial shareholders holding their common shares through an intermediary may be subject to different procedures for obtaining their postconsolidation common shares. If you have questions in this regard, you are encouraged to contact your intermediary.
The company does not intend to change its name or seek a new stock trading symbol in connection with the share consolidation.
The company's new Cusip number for the postconsolidation common shares is 42981E401 and the new ISIN number is CA42981E4013. There are no changes to the Cusip number or ISIN number for the Meta warrants, High Tide warrants or convertible debentures.
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 EBITDA (earnings before interest, taxes, depreciation and amortization), 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, Smokecartel 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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