High Tide Closes Acquisition of Bud Room, Securing Ownership of Fastendr™ Retail Kiosk and Smart Locker Technology

his news release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dated December 3, 2021 to its short form base shelf prospectus dated April 22, 2021.

  • Fastendr™ is a unique and fully automated technology that integrates retail kiosks and smart lockers to facilitate a better buying experience through browsing, ordering and pickup.
  • The Fastendr™ technology offers faster transaction times, increased average basket size, lower overhead and labor costs, and provides a seamless end to end customer experience.
  • High Tide through this acquisition gains ownership of the Fastendr™ technology which will improve the Company’s competitive advantage in bricks-and mortar cannabis retail.
  • A pilot conducted at Bud Room’s Ottawa location found that over 60% of customers preferred to use the Fastendr™ kiosks and spent over 20% more when doing so.
  • All existing and future Canna Cabana locations will be equipped with this customized and innovative kiosk and smart locker technology as it delivers a faster customer experience in busier retail locations while also enabling the efficient operation of smaller footprint stores.
  • High Tide intends to license this technology to third party retailers starting with the cannabis industry, and expanding to other retail sectors across North America and beyond.
  • This technology provides High Tide with potential new revenue generation, data collection and monetization opportunities from third party retail locations, and will further enhance the value of its Cabannalytics data insights offering.
  • This technology also provides High Tide with an opportunity to digitally advertise and upsell in store to consumers at relatively low costs.
  • The Bud Room retail location is currently generating annual run rates in excess of $2.4 Million in revenue and $500,000 in Adjusted EBITDA1
  • In line with High Tide’s ongoing strategy of securing top tier entrepreneurial talent through acquisitions, Bud Room CEO Michael Di Duca will continue to develop and deploy the Fastendr™ technology with continued innovations under contract with High Tide.

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 that further to its press release dated January 5, 2022, the Company has completed its acquisition (the “Acquisition“) of 100% of the equity interest of Bud Room Inc. (“Bud Room“), as well as assignments of the vendors’ shareholder loans, for CAD$3.6 Million (the “Transaction“) and acquired all rights to the customized Fastendr™ retail kiosk and smart locker technology and Bud Room’s retail cannabis store located at 1910 St. Laurent Blvd in Ottawa, Ontario.

Fastendr™ is a unique and fully automated technology that integrates retail kiosks and smart lockers to facilitate a better buying experience through browsing, ordering and pickup. The technology is a catalyst to faster transaction times, increased average basket size, lower overhead and labor costs, and provides a seamless end-to-end customer experience.

TRANSACTION DETAILS

The Acquisition was completed pursuant to the terms of a share purchase agreement (the “Acquisition Agreement“). High Tide acquired 100% of Bud Room as well as assignments of the vendors’ shareholder loans for 674,650 common shares of High Tide (each a “High Tide Share“) valued at CAD$3.6 million (the “Share Consideration“), on the basis of a deemed price of CAD$5.3361 per High Tide Share, being equal to the volume weighted average price per High Tide Share on the TSX Venture Exchange (“TSXV“) for the ten consecutive trading days preceding the closing of the Acquisition. In addition, pursuant to the Acquisition Agreement, the purchase price is subject to a post-closing working capital adjustment provision. Under this provision, the parties will adjust the purchase price to offset any increase or decrease of the net working capital as of the closing date. The closing of the Transaction remains subject to final approval from the TSXV. 

From the Share Consideration, an amount equal to $300,000 will be held in escrow for a period of twelve (12) months by High Tide’s lawyers to satisfy Bud Room’s indemnity with respect to possible claims based on breaches of representation and warranties.

In connection with the closing of the Transaction, Bud Room’s founder and Chief Executive Officer, Michael DiDuca(“Michael“), will remain engaged with the High Tide team assisting in launching Fastendr™. High Tide granted 13,538 stock options (the “Options“) to Michael exercisable at CAD$6.25 per High Tide Share for a period of 3 years.

1Adjusted EBITDA is a non-IFRS financial measure.  

ABOUT BUDROOM

BudRoom is a retail cannabis store located in Ottawa, Ontario. The store is built on the founding principles of a technology driven customer centric experience. BudRoom’s customized and innovative Fastendr™ kiosk and smart locker technology provides a unique and seamless customer experience, while differentiating itself from traditional retail business models.

ABOUT FASTENDR™

Fastendr™ is a unique and fully automated technology that integrates retail kiosks and smart lockers to facilitate a better buying experience through browsing, ordering and pickup. The technology is a catalyst to faster transaction times, increased average basket size, lower overhead and labor costs, and provides a seamless end-to-end customer experience.

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