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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 99.93
MATERIAL CHANGE REPORT
FORM 51-102F3
Item 1. | Name and Address of Corporation |
High Tide Inc. (“HITI” or the “Company”)
Unit 112, 11127 - 15 Street N.E.
Calgary, Alberta
T3K 2M4
Item 2. | Date of Material Change |
November 18, 2020.
Item 3. | News Release |
A news release was disseminated on November 18, 2020 via NewsWire.
Item 4. | Summary of Material Change |
The Company and Meta Growth Inc. (“Meta”) are pleased to announce that they have successfully closed the previously announced merger between the two companies by way of a plan of arrangement (the “Transaction”), pursuant to which the Company has acquired all of the issued and outstanding shares of Meta (“Meta Shares”).
Item 5. | 5.1 Full Description of Material Change |
The Transaction was affected by way of a plan of arrangement under the Business Corporations Act (Alberta). Pursuant to the terms of the arrangement agreement dated August 20, 2020 between the Company and Meta, the Company acquired all of the issued and outstanding Meta Shares, with each shareholder of the Meta (the “Meta Shareholders”) receiving 0.824 of a common share of the Company (“High Tide Shares”) for each Meta Share. After closing the Transaction, previous Meta Shareholders now hold approximately 45.625% ownership in the Company (on a pro forma, fully-diluted, in-the-money and as converted basis).
Two (2) independent directors of Meta – Michael Cosic and Christian Sinclair – have been appointed to serve on the board of directors of the Company, and replace Nader Ben Aissa and Binyomin Posen, who have resigned from their positions as directors of the Company.
Raj Grover, Chief Executive Officer of the Company and his team will lead the combined entity going forward.
On November 17, 2020, the TSX Venture Exchange (“TSXV”) granted the Company, as a Tier 2 Industrial Issuer, final approval for the listing of: (i) 436,153,806 High Tide Shares; (ii) 40,076,412 warrants, each exercisable into one High Tide Share at a price of $0.35 per share until February 6, 2023; and (iii) $21,150,000 in secured convertible debentures of Meta, which are convertible into High Tide Shares at a price of $0.22 per share until November 30, 2022 and bear interest at a rate of 8% per annum. Further, as of November 19, 2020, the Meta Shares have been delisted from the TSXV, and the High Tide Shares have been delisted from the Canadian Stock Exchange (“CSE”). Trading of the High Tide Shares on the TSXV resumed November 19, 2020.
The Transaction was an arm’s length transaction pursuant to applicable regulatory policies.
ATB Capital Markets Inc. acted as financial advisor and Garfinkle Biderman LLP acted as legal counsel to the Company in connection with the Transaction.
Echelon Wealth Partners Inc. acted as financial advisor and Borden Ladner Gervais LLP acted as legal counsel to Meta in connection with the Transaction.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6. | Reliance on Section 7.1(2) of National Instrument 51-102 |
Not applicable.
Item 7. | Omitted Information |
Not applicable.
Item 8. | Executive Officer |
The name and business number of the executive officer of the Company who is knowledgeable about the material change and this report is:
Raj Grover – Chief Executive Officer
Tel: (403) 770-9435 Email: raj@hightideinc.com
Item 9. | Date of Report |
November 25, 2020.