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.
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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.
ABOUT HIGH TIDE
High Tide is a leading retail-focused cannabis company with bricks and mortar as well as global e-commerce assets. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 110 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan, and was featured in the third annual Report on Business Magazine’s ranking of Canada’s Top Growing Companies in 2021. The Company is also North America’s first and only cannabis discount club retailer, featuring Canna Cabana, Meta Cannabis Co., and Meta Cannabis Supply Co. banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its established e-commerce platforms including Grasscity.com, Smokecartel.com, Dailyhighclub.com, and Dankstop.com and more recently in the hemp-derived CBD space through Nuleafnaturals.com, FABCBD.com, and BlessedCBD.co.uk, as well as 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.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For more information about High Tide Inc., please visit www.hightideinc.com and its profile pages on SEDAR at www.sedar.com and EDGAR at www.sec.gov .
