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- 40FR12B Initial registration of securities (Canada)
- 99.1 Md&a Dated for the Year Ended October 31, 2019
- 99.2 News Release Dated November 7, 2019
- 99.3 News Release Dated November 15, 2019
- 99.4 News Release Dated November 21, 2019
- 99.5 Report of Exempt Distribution Excluding Schedule 1 of 45-106F1
- 99.6 News Release Dated November 27, 2019
- 99.7 News Release Dated December 5, 2019
- 99.8 Share Purchase Agreement Dated December 9, 2019
- 99.9 News Release Dated December 10, 2019
- 99.10 Report of Exempt Distribution Excluding Schedule 1 of 45-106F1 Dated December 19, 2019
- 99.11 News Release Dated December 27, 2019
- 99.12 Loan Agreement Dated January 6, 2020
- 99.13 News Release Dated January 7, 2020
- 99.14 News Release Dated January 7, 2020
- 99.15 Early Warning Report Dated January 9, 2020
- 99.16 Report of Exempt Distribution Excluding Schedule 1 of 45-106F1 Dated January 16, 2020
- 99.17 News Release Dated January 27, 2020
- 99.18 News Release Dated January 28, 2020
- 99.19 News Release Dated January 31, 2020
- 99.20 Condensed Interim Consolidated Financial Statements for the Three Months Ended January 31, 2020 and 2019
- 99.21 Md&a for the Three Months Ended January 31, 2020 and 2019
- 99.22 Report of Exempt Distribution Excluding Schedule 1 of 45-106F1 Dated February 6, 2020
- 99.23 News Release Dated February 14, 2020
- 99.24 News Release Dated February 21, 2020
- 99.25 on Form 13-502F1 (Class 1 and 3B Reporting Issueers - Participation Fee) Dated February 28, 2020
- 99.26 Audited Annual Financial Statements Dated February 28, 2020
- 99.27 Ab Form 13-501F1 (Class 1 and 3B Reporting Issuers - Participation Fee) Dated February 27, 2020
- 99.28 51-109FV1 - Certification of Annual Filings - CFO (E) Dated February 28, 2020
- 99.29 51-109FV1 - Certification of Annual Filings - CEO (E) Dated February 28, 2020
- 99.30 News Release Dated March 2, 2020
- 99.31 News Release Dated March 31, 2020
- 99.32 52-109FV2 - Certification of Interim Filings - CFO (E) Dated March 30, 2020
- 99.33 52-109FV2 - Certification of Interim Filings - CEO (E) Dated March 30, 2020
- 99.34 News Release Dated April 6, 2020
- 99.35 News Release Dated April 8, 2020
- 99.36 News Release Dated April 13, 2020
- 99.37 News Release Dated April 20, 2020
- 99.38 News Release Dated April 22, 2020
- 99.39 Condensed Interim Consolidated Financial Statements for the Three and Six Months Ended April 30, 2020 and 2019
- 99.40 Md&a for the Three and Six Months Ended April 30, 2020 and 2019
- 99.41 Report of Exempt Distribution Excluding Schedule 1 of 45-106F1 Dated May 1, 2020
- 99.42 News Release Dated May 4, 2020
- 99.43 News Release Dated May 8, 2020
- 99.44 News Release Dated May 14, 2020
- 99.45 Notice of the Meeting and Record Dated, Dated May 21, 2020
- 99.46 News Release Dated May 25, 2020
- 99.47 News Release Dated June 9, 2020
- 99.48 News Release Dated June 15, 2020
- 99.49 News Release Dated June 17, 2020
- 99.50 52-109FV1 - Certification of Interim Filings - CFO (E) Dated June 16, 2020
- 99.51 52-109FV1 - Certification of Interim Filings - CEO (E) Dated June 16, 2020
- 99.52 Notice of Meeting Dated June 19, 2020
- 99.53 Management Information Circular Dated June 19, 2020
- 99.54 Form of Proxy
- 99.55 Report of Exempt Distribution Excluding Schedule 1 of 45-106F1 Dated July 2, 2020
- 99.56 Security Agreement Dated July 22, 2020
- 99.57 Debt Restructuring Agreement Dated July 22, 2020
- 99.58 News Release Dated July 24, 2020
- 99.59 News Release Dated July 31, 2020
- 99.60 Letter from Former Auditor Dated July 31, 2020
- 99.61 Notice of Change of Auditor Dated July 31, 2020
- 99.62 Condensed Interim Consolidated Financial Statements for the Three and Nine Months Ended July 31, 2020 and 2019
- 99.63 Md&a for the Three and Nine Months Ended July 31, 2020 and 2019
- 99.64 Letter from Ernst & Young Regarding Change of Auditor Notice Dated July 31, 2020
- 99.65 News Release Dated August 7, 2020
- 99.66 News Release Dated August 10, 2020
- 99.67 Arrangement Agreement Dated August 20, 2020
- 99.68 Support and Voting Agreement Dated August 20, 2020
- 99.69 News Release Dated August 21, 2020
- 99.70 Material Change Report Dated August 28, 2020
- 99.71 Amended and Restated Asset Purchase Agreement Dated September 1, 2020
- 99.72 News Release Dated September 1, 2020
- 99.73 News Release Dated September 1, 2020
- 99.74 News Release Dated September 8, 2020
- 99.75 News Release Dated September 14, 2020
- 99.76 52-109FV2 - Certification of Interim Filings - CFO (E) Dated September 16, 2020
- 99.77 52-109FV2 - Certification of Interim Filings - CEO (E) Dated September 16, 2020
- 99.78 News Release Dated September 16, 2020
- 99.79 News Release Dated September 16, 2020
- 99.80 News Release Dated September 22, 2020
- 99.81 Management Information Circular Dated September 23, 2020
- 99.82 Report of Exempt Distribution Excluding Schedule 1 of 45-106F1 (Amended) Dated October 19, 2020
- 99.83 News Release Dated October 28, 2020
- 99.84 News Release Dated November 3, 2020
- 99.85 First Supplemental Warrant Indenture Dated November 16, 2020
- 99.86 First Supplemental Debenture Indenture Dated November 16, 2020
- 99.87 News Release Dated November 17, 2020
- 99.88 News Release Dated November 17, 2020
- 99.89 Support and Voting Agreement Dated November 18, 2020
- 99.90 Articles of Arrangement Dated November 18, 2020
- 99.91 News Release Dated November 23, 2020
- 99.92 News Release Dated November 25, 2020
- 99.93 Material Change Report Dated November 25, 2020
- 99.94 News Release Dated November 30, 2020
- 99.95 News Release Dated December 3, 2020
- 99.96 Report of Exempt Distribution Excluding Schedule 1 of 45-106F1 Dated December 4, 2020
- 99.97 News Release Dated December 8, 2020
- 99.98 News Release Dated December 9, 2020
- 99.99 Report of Exempt Distribution Excluding Schedule 1 of 45-106F1 Dated December 10, 2020
- 99.100 News Release Dated December 14, 2020
- 99.101 News Release Dated December 29, 2020
- 99.102 News Release Dated January 4, 2021
- 99.103 News Release Dated January 7, 2021
- 99.104 Ni 44-101 Notice of Intent to Qualify Dated January 6, 2021
- 99.105 News Release Dated January 10, 2021
- 99.106 Report of Exempt Distribution Excluding Schedule 1 of 45-106F1 Dated January 13, 2021
- 99.107 Business Acquisition Report Dated January 15, 2021
- 99.108 News Release Dated January 22, 2021
- 99.109 News Release Dated January 25, 2021
- 99.110 News Release Dated February 1, 2021
- 99.111 News Release Dated February 1, 2021
- 99.112 News Release Dated February 2, 2021
- 99.113 Amended and Restated Bought Deal Offering of Units Dated February 2, 2021
- 99.114 Cover Letter from Newsfile Corp. Dated February 2, 2021
- 99.115 Letter from Foreign Issuer Dated February 2, 2021
- 99.116 Term Sheet Dated February 1, 2021
- 99.117 Amended and Restated Term Sheet Dated February 2, 2021
- 99.118 Qualification Certificate Dated February 5, 2021
- 99.119 Preliminary Short Form Prospectus Dated February 5, 2021
- 99.120 Decision Document Dated February 5, 2021
- 99.121 Marketing Materials Dated February 9, 2021
- 99.122 Other Material Contract(s) Dated February 9, 2021
- 99.123 News Release Dated February 10, 2021
- 99.124 News Release Dated February 16, 2021
- 99.125 Undertaking to File Documents and Material Contracts Dated February 16, 2021
- 99.126 Government of Alberta Certificate of Amendment and Registration of Restated Articles
- 99.127 Consent Letter of Underwriters' Legal Counsel Dated February 16, 2021
- 99.128 Consent Letter of Issuer's Legal Counsel
- 99.129 Auditors' Consent Letter Dated February 16, 2021
- 99.130 Auditors' Consent Letter Dated February 16, 2021
- 99.131 Underwriting or Agency Agreement Dated February 16, 2021
- 99.132 Final Short Form Prospectus Dated February 16, 2021
- 99.133 Decision Document Dated February 17, 2021
- 99.134 News Release Dated February 18, 2021
- 99.135 News Release Dated February 22, 2021
- 99.136 2021 Warrant Indenture Dated February 22, 2021
- 99.137 News Release Dated February 23, 2021
- 99.138 on Form 13-502F1 (Class 1 and 3B Reporting Issuers - Participation Fee) Dated March 1, 2021
- 99.139 Consolidated Financial Statements for the Years Ended October 31, 2020 and 2019
- 99.140 Ab Form 13-501F1 (Class 1 and 3B Reporting Issuers - Participation Fee) Dated March 1, 2021
- 99.141 Md&a for the Year Ended October 31, 2020
- 99.142 52-109FV1 - Certification of Annual Filings - CFO (E) Dated March 1, 2021
- 99.143 52-109FV1 - Certification of Annual Filings - CEO (E) Dated March 1, 2021
- 99.144 News Release Dated March 1, 2021
- 99.145 News Release Dated March 4, 2021
- 99.146 News Release Dated March 5, 2021
- 99.147 News Release Dated March 8, 2021
- 99.148 News Release Dated March 10, 2021
- 99.149 Annual Information Form Dated March 5, 2021
- 99.150 52-109F1 - Aif - Certification of Filings with Voluntarily Filed Aif - CFO (E) Dated March 11, 2021
- 99.151 52-109F1 - Aif - Certification of Filings with Voluntarily Filed Aif - CEO (E) Dated March 11, 2021
- 99.152 News Release Dated March 15, 2021
- 99.153 Consent of Independent Registered Public Accounting Firm Dated March 19, 2021 from MNP LLP
- 99.154 Consent of Independent Registered Public Accounting Firm Dated March 19, 2021 from Ernst & Young LLP
EXHIBIT 99.107
Form 51-102F4
Business Acquisition Report
Item 1 | Identity of Company |
1.1 | Name and Address of Company |
High Tide Inc. (“High Tide” or the “Corporation”)
Unit 112, 11127 - 15 Street N.E.
Calgary, Alberta
T3K 2M4
1.2 | Executive Officer |
Raj Grover
Chief Executive Officer and Director
Unit 112, 11127 - 15 Street N.E.
Calgary, Alberta
T3K 2M4
Phone: 403 703-4272
Item 2 | Details of Acquisition |
2.1 | Nature of Business Acquired |
On November 18, 2020, High Tide and Meta Growth Corp. (“Meta”) completed a plan of arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta). Pursuant to the Arrangement, High Tide acquired all the issued and outstanding common shares of Meta (the “Meta Shares”). Pursuant to the Arrangement, holders of Meta Shares received 0.824 (the “Exchange Ratio”) of a common share of High Tide for each Meta Share held at the time of closing. Meta is now a wholly owned subsidiary of High Tide.
The Arrangement was completed pursuant to an arrangement agreement between High Tide and Meta dated August 20, 2020. The Arrangement was approved by the shareholders of Meta at a special meeting of shareholders held on October 27, and the Court of Queen’s Bench of Alberta issued a final order approving the Arrangement on October 28, 2020.
Further information about the Arrangement can be found in the management information circular of Meta dated September 23, 2020, which can be accessed under Meta’s issuer profile on SEDAR at www.sedar.com.
1 |
Meta operates legal recreational retail cannabis stores to sell cannabis and cannabis related products through its Canada-wide network of Meta Cannabis Co.™, Meta Cannabis Supply Co.™ and NewLeaf Cannabis™.
2.2 | Acquisition Date |
November 18, 2020.
2.3 | Consideration |
Pursuant to the Arrangement, holders of Meta Shares received 0.824 of a common share of High Tide for each Meta Share held at the time of closing.
In accordance with the terms set out in the respective warrant certificates or warrant indentures representing common share purchase warrants of Meta, each holder of a common share purchase warrant of Meta became entitled to receive upon the exercise of such holder’s common share purchase warrants of Meta, for the same aggregate consideration, such number of common shares of High Tide which the holder would have been entitled to receive as a result of the Arrangement if, immediately prior to the time of closing, such holder had been the registered holder of the number of Meta Shares to which such holder would have been entitled if such holder had exercised such holder’s common share purchase warrants of Meta immediately prior to the time of closing.
In accordance with the terms set out in the stock option plan of Meta, each holder of a stock option of Meta became entitled to receive upon the exercise of such holder’s stock option of Meta, for the same aggregate consideration, such number of common shares of High Tide which the holder would have been entitled to receive as a result of the Arrangement if, immediately prior to the time of closing, such holder had been the registered holder of the number of Meta Shares to which such holder would have been entitled if such holder had exercised such holder’s stock options of Meta immediately prior to the time of closing.
In accordance with the terms set out in the respective debenture certificates and the debenture indenture of Meta, each holder of a convertible debenture of Meta became entitled to receive upon conversion, for the same aggregate consideration, such number of common share of High Tide which the holder would have been entitled to receive as a result of the Arrangement if, immediately prior to the time of closing, such holder had been the registered holder of the number of Meta Shares to which such holder would have been entitled if such holder had converted such debenture of Meta immediately prior to the time of closing. Each convertible debenture of Meta continues to be governed by and be subject to the terms of the existing debenture certificates or debenture indenture.
2 |
In accordance with the terms set out in the restricted share unit plan of Meta, each holder of a restricted share unit of Meta will receive upon the vesting of such holder’s restricted share unit, such number of common shares of High Tide which the holder would have been entitled to receive as a result of the Arrangement if, immediately prior to the time of closing, such holder had been the registered holder of the number of Meta Shares to which such holder would have been entitled if such restricted share units vested immediately prior to the time of closing.
2.4 | Effect on Financial Position |
Except as otherwise publicly disclosed and in the ordinary course of High Tide’s business, High Tide presently has no plans or proposals for material changes in High Tide’s business affairs or the affairs of Meta that may have a significant effect on the results of operations and financial position of High Tide.
2.5 | Prior Valuations |
No valuation opinion was obtained in the last 12 months by High Tide or Meta, as no such valuation opinion was required by securities legislation or a Canadian exchange or market to support the Consideration under the Arrangement. However, Meta obtained a fairness opinion from Echelon Wealth Partners Inc., dated August 20, 2020, attesting to the fairness of the Arrangement to Meta and Meta shareholders, from a financial point of view.
2.6 | Parties to Transaction |
The Arrangement was not with an “informed person” (as such term is defined in Section 1.1 of National Instrument 51-102 – Continuous Disclosure Obligations), associate or affiliate of High Tide.
2.7 | Date of Report |
January 15, 2021
Item 3 | Financial Statements and Other Information |
Audited consolidated annual financial statements of Meta and related notes thereto as of and for the years ended August 31, 2020 and 2019 (the “Meta Annual Financial Statements”) are attached hereto as Schedule “A”.
3 |
SCHEDULE “A”
META FINANCIAL STATEMENTS
(See attached)
4 |