“The acquisition of Smoke Cartel is part of our strategy to aggressively pursue M&A goals that can be immediately profitable for shareholders. Now that the transaction is complete, High Tide will move swiftly to take advantage of Smoke Cartel’s proprietary and licensed drop-shipping technology to enhance all of our e-commerce operations and continue vertical integration across all accessory lines of business. , while continuing to make progress on our Nasdaq listing, ”said Raj Grover, President and CEO of High Tide. “This agreement immediately gives High Tide access to the 550,000 Smoke Cartel customers, generating more sales opportunities and an increased profit margin,” added Mr. Grover.
The Acquisition has been completed in accordance with the terms of the Definitive Agreement (the “Acquisition contract“) previously announced by the Company on 25 January 2021. High Tide has acquired all of the issued and outstanding shares of Smoke Cartel (“SC actions“) for US $ 8.0 million, implying an approximate value of $ 0.31 by Action SC.
The consideration consisted of: (i) 9,540,754 Common Shares of High Tide (the “”HT actions“), having an overall value of US $ 6.0 million with each Share HT at the 10-day volume weighted average price of the Shares HT on the TSX Venture Exchange immediately prior to the closing of the acquisition (the “”Share the consideration“); and (ii) US $ 2.0 million in cash (the “Cash consideration“). As a result of US securities law considerations and negotiations between the parties, certain significant Smoke Cartel shareholders agreed that the cash consideration first be allocated to Smoke Cartel shareholders in general, who have been paid entirely in cash, using all or part of the cash consideration.
Pursuant to the Acquisition Agreement, 25% of the equity consideration was placed in escrow for a period of 12 months from closing.
In connection with the acquisition, High Tide is pleased to announce that Sean Geng, Founder and CTO of Smoke Cartel, joined the High Tide team as CTO to oversee all IT and e-commerce initiatives for High Tide globally.
The acquisition is an arm’s length transaction in accordance with applicable regulatory policies.
As of March 23, 2021, based on traffic analysis data provided by SEMrush Inc. “
ABOUT THE SMOKE CARTEL
Smoke Cartel, Inc. (OTCQB: SMKC) is a leading online retailer of glass water pipes, vaporizers, consumer accessories, and hemp-derived CBD products. The company provides a market with a wide variety of high-quality products, subscription boxes, reliable customer service, and fast and reliable shipping. Smoke Cartel leverages its proprietary marketplace technology to seamlessly connect brands and suppliers to its growing customer base built over the past 7 years. The company’s website at www.smokecartel.com offers fast load times and optimizations, making the customer experience fast, transparent and engaging.
ABOUT THE HIGH TIDE
High Tide is a retail-focused cannabis company bolstered by the manufacture and distribution of consumer accessories. The Company is Canada’s largest recreational cannabis retailer as measured by revenue, with 77 current locations covering Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment includes the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations being developed across the country. High Tide has served consumers for over a decade through its many consumer accessory businesses, including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including including the manufacturer of licensed entertainment products Famous Brandz. High Tide’s strategy as a parent company is to expand and strengthen its integrated value chain, while delivering a complete customer experience and maximizing shareholder value. Major industry investors in High Tide include Aphria Inc. (TSX: APHA) (NYSE: APHA) and Aurora Cannabis Inc. (NYSE: ACB) (TSX: ACB).
Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of TSXV) accepts responsibility for the adequacy or accuracy of this release.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained in this press release constitutes forward-looking statements under applicable securities laws. All statements contained in this press release that are not statements of historical fact can be considered as forward-looking statements. Forward-looking statements are often identified by words such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms. and similar expressions. Forward-looking statements contained in this press release include statements relating to the potential effects of the acquisition on the business of High Tide, including the expectation that the acquisition will position High Tide to begin online cannabis sales in United States if federal legalization were to take place in United States. Although High Tide considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements.
Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments relating to the cannabis retail markets; the inability to access sufficient capital from internal and external sources, and / or the inability to access sufficient capital on favorable terms; the retail cannabis industries in general; income tax and regulatory matters; the ability of High Tide to execute its business strategy; competetion; currency and interest rate fluctuations; the national and global COVID-19 pandemic and government response to the COVID-19 pandemic with respect to retail store operations and other risks. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will be achieved. Readers are further cautioned that the assumptions used in preparing these forward-looking statements (including, but not limited to, the assumption that (i) the financial condition and development plans of High Tide do not change. due to unforeseen events, (ii) there will always be demand and market opportunities for High Tide’s product offerings; (iii) current and future economic conditions will not affect High Tide’s business and operations Tide or High Tide’s ability to take advantage of anticipated business opportunities, while considered reasonable by High Tide management at the time of preparation, may prove to be imprecise and result in actual results materially different from those anticipated, and as that such, one should not place undue reliance on forward-looking statements.
Forward-looking statements, forward-looking financial information and other measures presented in this document are not intended to serve as indications or projections for the periods mentioned in this document or any future period, and in particular, past performance is not are not an indicator of High Tide’s future results and results The tide in this press release may not be indicative and does not constitute an estimate, forecast or projection of High Tide’s future results. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and are therefore subject to change thereafter. High Tide disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause expected opportunities and actual results to vary materially include, without limitation, the matters referred to above and elsewhere in High Tide’s public documents and material change reports, which are and will be available at SEDAR.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities of 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 law and may not be offered or sold in the United States. United States or to US Persons (as defined in the 1933 Act) unless they are registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.
SOURCE Marée Haute Inc.
For further information: High Tide Inc., Vahan Ajamian, Vice President, Capital Markets, [email protected], Phone. 1 (403) 770-9435; extension 116; Smoke Cartel, Inc., Jayme Tinti, Investor Relations Coordinator, Tel. (912) 704 – 2939, [email protected]