High Tide Closes Acquisition of Bud Room, Securing Ownership of Fastendr™ Retail Kiosk and Smart Locker Technology
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.
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 .
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release include statements relating to: the anticipated effects of the Transaction on the business and operations of High Tide, including Fastendr™ improving High Tide’s competitive advantage in bricks-and-mortar cannabis retail, providing High Tide with potential new revenue generation, data collection and monetization opportunities from third party retail locations, enhancing the value of High Tide’s Cabannalytics data insights offering, and providing High Tide with opportunities to further enhance its ancillary business lines; High Tide’s ability to implement Fastendr™ across retail sectors on a world class level; High Tide’s plans to license the Fastendr™ technology to third party retailers within the cannabis industry and expanding to other retail sectors across North America and beyond; and High Tide’s plans to equip all existing and future Canna Cabana locations with Fastendr™, including first installations set to occur in January, 2022.
Forward-looking information in this news release are based on certain assumptions and expected future events, namely: that High Tide will successfully complete the Transaction (and will obtain all requisite approvals) on the terms and within the timelines anticipated by High Tide; High Tide’s financial condition and development plans do not change as a result of unforeseen events; there will continue to be a demand, and market opportunity, for High Tide’s product offerings; current and future economic conditions will neither affect the business and operations of High Tide nor High Tide’s ability to capitalize on anticipated business opportunities), although considered reasonable by management of High Tide at the time of preparation, may prove to be imprecise and result in actual results differing materially from those anticipated, and as such, undue reliance should not be placed on forward-looking statements.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the risks associated with the cannabis and CBD industries in general; the inability of High Tide to close the Transaction; the inability of High Tide to obtain requisite approvals, the inability to High Tide to utilize Fastendr™ in the ways necessary to achieve the anticipated benefits of the Fastrendr technology, decreasing demand for High Tide’s product, the inability of High Tide to integrate the Fastendr™ technology into the Canna Cabana stores, including the inability of High Tide to set up the first set of installations in January, 2022, the inability of the Canna Cabana stores to remain operational, the inability of High Tide to license the Fastendr™ technology to third party retailers in the cannabis industry and other retail sectors across North America and beyond.
Forward-looking statements, forward-looking financial information and other metrics presented herein are not intended as guidance or projections for the periods referenced herein or any future periods, and in particular, past performance is not an indicator of future results and the results of High Tide in this press release may not be indicative of, and are not an estimate, forecast or projection of High Tide future results. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. High Tide disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in High Tide’s public filings and material change reports, which are and will be available on SEDAR.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.
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SOURCE High Tide Inc.
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