High Tide Inc. (“High Tide” or the “Company”) (TSXV: HITI) (NASDAQ: HITI) (FSE: 2LYA), a leading retail-focused cannabis company with bricks and mortar as well as global e-commerce assets, is pleased to announce it has established an at-the-market equity offering program (the “ATM Program“) that allows the Company to issue up to CAD$40 million (or the equivalent in U.S. dollars) of common shares (“Common Shares“) from treasury to the public from time to time, at the Company’s discretion and subject to regulatory requirements. Any Common Shares sold through the ATM Program will be sold at prevailing market prices when issued (i) in ordinary brokers’ transactions on the Nasdaq Capital Market (“Nasdaq”) or another U.S. marketplace on which the Common Shares are listed, quoted or otherwise traded or (ii) in ordinary brokers’ transactions on the TSX Venture Exchange (“TSXV”), or another Canadian marketplace on which the Common Shares are listed, quoted or otherwise traded. Since the Common Shares will be distributed at the prevailing market prices at the time of their sale or as otherwise permitted by law, prices may vary among purchasers and during the period of distribution.
The Company will determine, at its sole discretion, the date, minimum price and maximum number of Common Shares to be sold under the ATM Program. The Common Shares will be distributed at the market prices prevailing at the time of each sale, at prices relating to such prevailing market prices, and/or in any other manner permitted by applicable law. As such, the prices may vary between purchasers over time. The Company is not required to sell any Common Shares at any time during the term of the ATM Program.
The Company intends to use the net proceeds of the Offering, if any, and at the discretion of the Company, to fund two specific strategic initiatives it is currently developing, to support the growth and development of the Company’s existing operations, funding future acquisitions as well as working capital and general corporate purposes. The Company will pay the Agents a cash fee up to 2% of the gross proceeds for Common Shares sold under the ATM Agreement and will reimburse certain expenses incurred by the Agents.
“I am pleased to announce the establishment of an ATM Program. Keeping our balance sheet healthy is paramount for us. As previously mentioned, we have cut our debt by more than half over the past 12 months. Particularly considering our size and how active High Tide is, it is critical that we always have sufficient cash on hand to take advantage of any opportunities to create shareholder value,” said Raj Grover, President and Chief Executive Officer of High Tide. “This ATM Program is a very low-cost tool for us and provides an opportunity to be flexible in our approach and potentially raise some capital if and as needed to fund two strategic initiatives we are working on in particular. I look forward to sharing more regarding these initiatives in due course,” added Mr. Grover.
Sales of Common Shares through the ATM Program will be made pursuant to the terms of an Equity Distribution Agreement dated December 3, 2021 entered into among the Company, ATB Capital Markets Inc. and ATB Capital Markets USA Inc. (the “Agents“). The ATM Program will be effective until the earlier of (i) the date that all Common Shares available for issue under the ATM Program have been sold, (ii) the date the Canadian Prospectus Supplement in respect of the ATM Program or the Canadian Shelf Prospectus is withdrawn and (iii) the date that the ATM Program is terminated by the Company or the Agents.
Common Shares issued pursuant to the ATM Program will be issued pursuant to a prospectus supplement dated December 3, 2021 (the “Canadian Prospectus Supplement“) to the Company’s final base shelf prospectus dated April 22, 2021 filed with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada (the “Canadian Shelf Prospectus“) and pursuant to a prospectus supplement dated December 3, 2021 (the “U.S. Prospectus Supplement“) to the Company’s U.S. base prospectus dated September 17, 2021 (the “U.S. Base Prospectus“) included in its registration statement on Form F-10 (the “Registration Statement“) and filed with the U.S. Securities and Exchange Commission (the “SEC“). The Canadian Prospectus Supplement and the Canadian Shelf Prospectus will be available for download from SEDAR at www.sedar.com, and the U.S. Prospectus Supplement, the U.S. Base Prospectus and the Registration Statement will be accessible via EDGAR on the SEC’s website at www.sec.gov. Alternatively, any of the Agents participating in the ATM Program will arrange to send you these documents if you request it by contacting, in Canada or in the United States:
ATB Capital Markets, 66 Wellington Street West, Suite 3530, Toronto, ON M5K 1A1 or by telephone at (647) 776-8230, or by email at prospectus@atb.com
The Offering remains subject to conditional approval from the TSXV, and the Nasdaq has been notified of the Offering.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the Common Shares, nor shall there be any sale of the Common Shares in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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