Preliminary Prospectus

High Tide Files Preliminary Prospectus in Connection with the Listing of its Common Shares on the Canadian Securities Exchange

CALGARY, Oct. 29, 2018 /CNW/ – High Tide Inc. (“High Tide” or the “Company”), an Alberta-based, retail-focused cannabis and smoking accessories corporation, today announced that it has filed its preliminary prospectus (the “Prospectus”) in connection with the proposed public offering of special warrants of the Company. The Prospectus has been filed with the securities regulatory authorities in each of the provinces of Alberta, British Columbia and Ontario. High Tide has applied to list its common shares on the Canadian Securities Exchange (the “CSE”), with listing subject to the Company fulfilling the CSE’s listing requirements.

The Prospectus qualifies the distribution of 36,728,474 common shares and 18,364,236 common share purchase warrants of High Tide issuable upon exercise or deemed exercise of special warrants of the Company (the “Special Warrants”). The Special Warrants were issued on August 22, 2018 and October 2, 2018 at a price of $1.38 per Special Warrant. On October 4, 2018, the Company completed a share split on the basis of 1 common share to 2.76 common shares. On a post-split basis, each Special Warrant entitles the holder to acquire, without additional payment, one unit comprised of 2.76 common shares and 1.38 purchase warrants. Each purchase warrant is exercisable to acquire one common share at a price of $0.75 for 24 months following the date on which the common shares are listed and posted for trading on the CSE, subject to the Company’s warrant acceleration right described in the Prospectus.

The Special Warrants were issued in accordance with an agency agreement dated August 22, 2018 between the Company and Canaccord Genuity Corp., Mackie Research Capital Corporation and Laurentian Bank Securities Inc. to purchasers in the provinces of Alberta, British Columbia and Ontario on a private placement basis pursuant to prospectus exemptions under applicable securities legislation, and in jurisdictions outside of Canada in compliance with the laws applicable to each subscriber. The Special Warrants were issued pursuant to the terms of a special warrant indenture made as of August 22, 2018 between the Company and AST Trust Company (Canada).

Concurrent with the Prospectus being reviewed by the Alberta Securities Commission (“ASC”), the Company has reserved “HITI” as its ticker symbol on the CSE. However, there can be no guarantee that the ASC will issue a receipt for the Company’s final prospectus or that the CSE will accept the listing of the common shares. A copy of the Prospectus is available on SEDAR at www.sedar.com.

About High Tide Inc.

High Tide is a privately-held, Alberta-based, retail-focused cannabis corporation. It is among the most vertically-integrated companies in the Canadian cannabis market, with portfolio subsidiaries including RGR Canada Inc., Smoker’s Corner Ltd., Famous Brandz Inc., Canna Cabana Inc. and the majority of KushBar Inc. High Tide’s strategy as a parent company is to extend and strengthen its retail-focused integrated value chain, while providing a complete customer experience and maximizing shareholder value.

Representing the core of High Tide’s business, RGR Canada Inc. is a high-quality and innovative designer, manufacturer and distributor of cannabis accessories. Founded in 2009 and approved by the Canadian Franchise Association, Smoker’s Corner Ltd. is Canada’s largest counter-culture chain with 19 current locations. Famous Brandz Inc. is a dominant manufacturer of licensed lifestyle accessories, through partnerships with celebrities and entertainment companies including Snoop Dogg and Paramount Pictures. Famous Brandz’ products are sold to wholesalers and retailers around the world. With the deregulation of recreational cannabis for adult use across Canada, Canna Cabana Inc. is positioned to become a sizeable retail brand through a modern concept with a sophisticated yet playful customer experience, while KushBar Inc. is a retail concept that will also be focused on the valued Canadian cannabis consumer.

For more information about High Tide Inc., visit www.hightideinc.ca

Advisories

There can be no assurance that the Offering will be completed. An investment in the Special Warrants is subject to a number of risks. The Prospectus contains important information relating to the Company, the Special Warrants and the Offering and is still subject to completion or amendment. For more information, potential investors should read the Prospectus, including the risk factors described in the Prospectus. There will not be any sale or any acceptance of an offer to buy the Special Warrants until a receipt for the Final Prospectus has been issued.

This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or acceptance of an offer to buy the Special Warrants in any jurisdiction in which such offer, solicitation or sale would be unlawful. No securities regulatory authority has either approved or disapproved of the contents of this news release.

United States Advisory

This news release is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other jurisdiction outside Canada. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities offered in the United States or to, or for the account of benefit of, any U.S. Persons. The securities offered pursuant to the Prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and except pursuant to an exemption from registration under the U.S. Securities Act and applicable state securities laws, may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, a U.S. Person (as that term is defined in Regulation S under the U.S. Securities Act).

Forward-Looking Information

Certain statements in this news release are forward-looking information or forward-looking statements. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the ability of High Tide to execute on its business plan and that High Tide will receive one or multiple licenses from Alberta Gaming, Liquor & Cannabis, British Columbia’s Liquor Distribution Branch or the Saskatchewan Liquor and Gaming Authority permitting it to carry on its Canna Cabana Inc. and KushBar Inc. businesses. High Tide considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

The forward‐looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

SOURCE High Tide Inc.

For further information: please contact Nick Kuzyk, Chief Strategy Officer & SVP Capital Markets at High Tide Inc.; Tel: (403) 265-4207; Email: [email protected]; Web: www.HighTideInc.ca.