High Tide Acquires Leading E-commerce Retailer Smoke Cartel

High Tide Inc. (CVE: HITI) (OTCMKTS: HITIF), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, is pleased to announce that it has completed the acquisition of Smoke Cartel Inc.(OTCQB: SMKC) and now operates both the largest and second largest e-commerce platforms for consumption accessories in the world¹ with a combined total of 33 million site visits in 2020. As a result of the acquisition, High Tide has considerably expanded its footprint in the United States market, and is very enthusiastic about its position to begin online cannabis sales should the United States move forward with federal legalization.

The acquisition of Smoke Cartel is part of our strategy to aggressively pursue M&A targets that can be immediately accretive to shareholders. Now that the transaction has closed, High Tide will move quickly to take advantage of Smoke Cartel’s proprietary and licensable drop-shipping technology to enhance all our e-commerce businesses and further drive vertical integration across all accessory business lines, while continuing to make progress on our application to list on the Nasdaq. This deal immediately gives High Tide access to Smoke Cartel’s 550,000 customers, driving more sales opportunities and increased profit margin,” added Mr. Grover.

Raj Grover, President and Chief Executive Officer of High Tide.

The Acquisition was completed pursuant to the terms of the definitive agreement (the “Acquisition Agreement“) previously announced by the Company on January 25, 2021. High Tide acquired all of the issued and outstanding shares of Smoke Cartel (“SC Shares“) for US$8.0 Million, implying an approximate value of US$0.31 per SC Share.

The consideration was comprised of: (i) 9,540,754 common shares of High Tide (the “HT Shares“), having an aggregate value of US$6.0 Million with each HT Share priced at the 10-day volume weighted average price of the HT Shares on the TSX Venture Exchange immediately prior to the closing of the Acquisition (the “Share Consideration“); and (ii) US$2.0 Million in cash (the “Cash Consideration“). As a result of U.S. securities law considerations and negotiations between the parties, certain Smoke Cartel significant shareholders have agreed to allow the Cash Consideration to be allocated first to Smoke Cartel’s shareholders generally, who were paid fully in cash, using all or a portion of the Cash Consideration.

Pursuant to the Acquisition Agreement, 25% of the Share Consideration has been placed in escrow for a period of 12 months from Closing.

In connection with the Acquisition, High Tide is excited to announce that Sean Geng, Founder and CTO of Smoke Cartel, has joined the High Tide team as Chief Technology Officer to oversee all IT and e-commerce initiatives for High Tide globally.

The Acquisition is an arm’s length transaction pursuant to applicable regulatory policies.

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