High Tide Inc. (“High Tide” or the “Company“) (TSXV: HITI) (Nasdaq: HITI) (FSE: 2LYA), a retail-focused cannabis company enhanced by the manufacturing of proprietary and licensed consumption accessories, is pleased to announce that it is taking another step towards solidifying itself as a major player within the global e-commerce marketplace for hemp-derived CBD products, by entering into a definitive agreement (the “Acquisition Agreement“), pursuant to which High Tide will acquire 80% of Enigmaa Ltd., operating as Blessed CBD, (“Blessed“) for £9.06 Million (the “Transaction“), and will have a three-year option to acquire the remaining 20% of Blessed at any time.

Founded in 2019 with its headquarters in Scotland, Blessed has quickly grown to become one of the most popular brands for hemp-derived CBD products across the U.K., including CBD oils, creams, gummies, and capsules. In 2020 Blessed had almost 5 million site visits and an average order value of approximately £75. Blessed’s founder and Chief Executive Officer, Vithurs Thiru (known more commonly as “V“), will join the High Tide team as Senior Manager of Search (SEO) of the Company, and will help grow High Tide’s CBD business globally.

“I’m very pleased to announce the addition of Blessed CBD, the U.K.’s top CBD brand as designated by several prominent publications, into the High Tide family. We continue to increase our online prowess by adding asset-light businesses to our growing global e-commerce portfolio. Blessed is a fully direct-to-consumer platform that generates industry-leading gross margins as well as EBITDA margins that will continue to add to our consolidated margin profile,” said Raj Grover, President and Chief Executive Officer of High Tide. “This acquisition marks our entry into the highly lucrative and rapidly-growing U.K. CBD space which we expect to serve as a launching pad for High Tide to further penetrate the E.U. market for hemp-derived CBD products, while also taking advantage of cross-selling opportunities related to our in-house product lines. I have been very impressed with the amazing business that V has been able to build within just two years, and look forward to welcoming him and the rest of the Blessed team into our company,” added Mr. Grover.

“Blessed CBD has experienced rapid growth and success from inception, and our goal is to become the most sought-after CBD brand globally. Our team is super excited to be joining hands with Raj, and by leveraging High Tide’s existing resources and reach, I couldn’t be more excited about the future,” said Vithurs Thiru, CEO of Blessed. “I look forward to working with Raj and his team to accelerate the digital presence of High Tide’s brands, and to position High Tide as one of the leading vertically-integrated cannabis companies in the industry. This acquisition provides unparalleled opportunities for growth to serve our current and future customers, expand into emerging new markets, and introduce new products unmatched in quality,” added Mr. Thiru.

Strategic Highlights

Accelerates High Tide’s U.K. Exposure – The addition of Blessed will turn High Tide into a major player in the U.K. CBD market.

Direct to Consumer Platform Compliments High Tide’s Existing E-Commerce Portfolio – Blessed carries multiple product formulations that are exclusive to Blessed and are manufactured by reputable contract manufacturers. 100% of sales are direct-to-consumer online from the Blessed.co.uk website. Since its founding two years ago Blessed has fulfilled over 120,000 orders to approximately 87 thousand customers.

Novel Foods Authorization – Blessed has submitted their novel food applications to the U.K. government’s Food Standards Agency. This is a key step in ensuring continued compliance for their products in the U.K. and other markets.

Large Global Potential – A recent report from Global Market Insights found that the international CBD Market size surpassed USD $7.1 billion in 2020 and is estimated to grow at a compound annual growth rate (CAGR) of over 35% between 2021 and 2027.⁵ The European Business review recently cited a study by Grandview Research which predicts that, “over the next five years, the global CBD industry is projected to accelerate to $23.6 billion.”⁶

Transaction Details

The Transaction, which is an arm’s length transaction, is subject to, among other things, receipt of required TSX Venture Exchange (“TSXV“) approval, and other customary conditions of closing, is expected to close during October 2021, implies an enterprise valuation of of £11.3 Million, representing 4.0x EBITDA generated during the 12 months ended August 2021. The consideration for the 80% acquired will be comprised of: (i) £4.9 Million (the “Share Consideration“) in common shares of High Tide (“High Tide Shares“) on the basis of a deemed price per High Tide Share equal to the volume weighted average price per High Tide Share on the TSXV for the ten (10) consecutive trading days preceding closing of the Transaction (“Closing“); and (ii) £4.2 Million in cash (collectively with the Share Consideration, the “Consideration“). The cash portion of the transaction will be funded entirely with cash on hand.

In addition to the foregoing, Blessed’s founder has agreed to grant High Tide an option to acquire all the remaining shares in Blessed not held by High Tide, and become the sole shareholder of Blessed (the “Call Option“), at an enterprise value equal to the trailing twelve (12) months of revenue at that time multiplied by 2.2. The Call Option will be exercisable at any time for a period of three (3) years following the Closing. In addition, High Tide has agreed to grant Blessed’s founder an option to put to High Tide the remaining shares in Blessed not held by High Tide (the “Put Option“), at the same enterprise value of the Call Option. The Put Option will be exercisable by Blessed’s founder for a period of two (2) years following the first anniversary of the Closing. The consideration under the Call Option or the Put Option, if exercised, will be satisfied in High Tide Shares, on the basis of a deemed price per High Tide Share equal to the volume weighted average price per High Tide Share on the TSXV for the ten (10) consecutive trading days preceding closing of the Call Option or Put Option, as the case may be.

The High Tide Shares issued pursuant to the Share Consideration are subject to a statutory hold period of four (4) months and one (1) day.

KPMG LLP conducted financial due diligence on behalf of High Tide for the Transaction.  Garfinkle Biderman LLP and Ince Gordon Dadds LLP are acting as legal advisors for High Tide in connection with the Transaction and Carlsquare and Addleshaw Goddard LLP acted for Blessed in connection with the Transaction.