investor presentation · 2019-06-13 · in particular, this presentation contains revenues, gross...

Investor PresentationFebruary 2019

Vertically-Integrated Cannabis Enterprise

Celebrating 10 Years of Business in 2019

Downstream Growth Initiatives

DISCLAIMERFORWARD-LOOKING STATEMENTS

This presentation is strictly confidential and must not be copied, distributed, circulated or disseminated without the express written consent of High Tide Inc. (the “Company”). This

presentation does not constitute an “offering memorandum” as such term is defined under Canadian securities legislation and confers no statutory, contractual or other similar rights

of rescission or other action or remedy to any recipient under securities legislation in Canada, the United States or other jurisdiction for misrepresentation or otherwise. No securities

are being offered for sale hereunder. This document does not provide full disclosure of all material facts relating to the securities offered. Readers must conduct their own analysis

and review of the Company and of the information contained in this presentation and must contact their own professional advisors.

This presentation contains “forward-looking information”. Forward-looking information includes, without limitation, statements regarding macroeconomic factors, future demand and

supply dynamics for cannabis, production and development forecasts and timelines, estimates as to the demand for cannabis and cannabis paraphernalia, future cannabis prices,

solutions to past problems, valuations, capital and operating expenditures, ability to obtain financing, future currency exchange rates, government regulation of cannabis, and

environmental risks. Similarly, forward-looking information also includes economic analysis of the business of the Company and the results thereof, including, without limitation, cash

flow projections, estimated capital and operating costs, and all economic analysis derived from such estimates and forecasts. In general, forward-looking information can be identified

by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “projects”, “forecasts”, “budget”, “estimates”, “schedule”, “intends”, or variations of such

words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. The forward-looking information is based

upon factors and assumptions the Company believes is reasonable based on information currently available to them. Forward-looking information is subject to known and unknown

risks, uncertainties and other factors that may cause the actual results, level of activity, performance of the Company to differ from forward-looking information. There can be no

assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers

should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except as required under applicable

securities laws.

Financial outlook and future‐oriented financial information contained in this presentation about prospective financial performance, financial position or cash flows is based on

assumptions about future events, including economic conditions and proposed courses of action, based on management’s assessment of the relevant information currently available.

In particular, this presentation contains revenues, gross margins and earnings before interest, taxes, depreciation and amortization for 2018 and 2019. These projections contain

forward‐looking statements and are based on a number of material assumptions and factors set out above. These projections may also be considered to contain future oriented

financial information or a financial outlook. The actual results of the Company’s operations for any period will likely vary from the amounts set forth in these projections, and such

variations may be material. See the above for a discussion of the factors that could cause actual results to vary. The future oriented financial information and financial outlooks

contained in this presentation have been approved by management as of February 8, 2019. Readers are cautioned that any such financial outlook and future‐oriented financial

information contained herein should not be used for purposes other than those for which it is disclosed herein.

These materials may contain inaccuracies or typographical errors. The Company shall not be responsible for any errors or omissions contained in these materials and do not

guarantee the accuracy, completeness or timeliness of the information contained herein.

See a description of the readers’ rights under “Statutory Rights of Action for Damages or Rescission” at the end of this presentation.

Introduction

CS

E:H

ITI Company Snapshot

41 February 11, 2019. 2 Since going public on December 17, 2019. 3 As at December 31, 2018 4 2017 audited year-end financials.

Exchange & Ticker: CSE:HITI / Frankfurt:2LY

Share Price1: $0.495

Average Daily Volume2: 375,799

Share Outstanding (basic): 197 million

Market Capitalization: $93 million

Total Employees3: 118

Revenue4 $9.9 million

Gross Margin4 $4.7 million

EBITDA4 $1.1 million

High Tide is a vertically

integrated, Alberta-based,

downstream cannabis

corporation focused on:

• Manufacturing and

wholesale distribution of

smoking accessories and

cannabis lifestyle products

• Developing the largest

Cannabis retail network in

Canada

10 Years of Operations; 6 Vertically-Integrated Businesses

5

WHOLESALE RETAIL

Canada’s premiere distributor and

manufacturer of

cannabis accessories

4,300 SKUS with 75%

of our catalog designed

and manufactured to

maximize margins

27,000 sq ft facility in

Calgary, Alberta

Exclusive global manufacturers and

distributers of licensed

smoking accessories

In partnership with

celebrity brands like

including but not limited to

Snoop Dogg, Cheech

and Chong’s Up in

Smoke, Trailer Park

Boys, Guns N’ Roses

and Sublime

Positioned to become one of

Canada’s largest cannabis retail

networks, launched in 2018

Establishing new locations and

retrofitting existing stores for top-tier

speed to market; 7 current locations

Being deployed selectively to

leverage existing real estate

partnerships

Establishing a recognized and

successful brand of independent retail

stores across Alberta and Ontario

One of the largest chains of cannabis accessory stores in Canada

14 locations supplied directly by RGR

(8 franchises and 6 corporate stores)

Headquartered in Amsterdam,

Grasscity.com is the world’s premier

online store for smoking accessories and

cannabis lifestyle products

One of the most searched and visited smoking

accessories e-retailers, with approximately 5.8

million site visits annually

Bricks & Mortar Online

Established in all Downstream Markets

Management Team

6

Raj GroverFounder, President & Chief Executive Officer

Mr. Grover is the founder of High Tide and its

subsidiary companies of RGR Canada, Smoker’s

Corner and Canna Cabana, while also being the

co-founder of High Tide’s newest subsidiary,

Famous Brandz. Raj started Smoker’s Corner in

2009 and RGR Canada in 2011 and has been

operating as a pioneer in the cannabis accessories

industry ever since.

Currently, he is a national franchisor and

entrepreneur with 17 years of experience in building

and selling successful companies. Mr. Grover leads

the industry in manufacturing capabilities and has

built the largest network of comparable retail stores

in Canada.

In his personal time, Raj is passionate about

supporting children’s charities that benefit the

underprivileged and those struggling with health

issues and other life challenges.

Nick Kuzyk, MBA

Chief Strategy Officer & SVP Capital Markets

Mr. Kuzyk joined High Tide in April of 2018 and

brings over 15 years of experience in investor

relations, mergers and acquisitions and business

development. From

early-stage ventures to large cap corporations,

Nick has developed a balanced expertise

comprised of both qualitative and quantitative

aspects rooted in strategic communications and

financial analysis.

Mr. Kuzyk holds both an HBA and MBA from the

Richard Ivey School of Business (Ivey) at

Western University, is the Treasurer of the Alberta

chapter of the Canadian Investor Relations

Institute (CIRI) and has also completed the

CIRI/Ivey Strategic Management of Investor

Relations Program.

In his personal life, Mr. Kuzyk spends time

volunteering in the community for the benefit of

causes about which he is passionate.

Andy PalalasChief Revenue Officer

Mr. Palalas is responsible for developing

distribution channels, sourcing new market

opportunities and overseeing the revenue portfolio

of High Tide. Andy is a business growth and sales

professional with a decade of experience in

implementing sales programs for established

corporations and start-ups alike.

With extensive experience in the loyalty marketing

sector, a track record of explosive growth in

franchise sales and operations, and a holistic

mastery of ground-level business development

through to overarching marketing strategy, Andy

has most recently taken Famous Brandz from

inception to one of the leading manufacturers of

smoking accessories internationally.

A relentless new business hunter and relationship

builder, Andy is determined to fulfill High Tide’s

vision of becoming the largest vertically integrated

cannabis enterprise in the world.

Matt Dexter, MBA, CPA, CMA

Chief Financial Officer

Mr. Dexter is a Senior Finance Professional with

more than 10 years of experience working with

CGAAP; USGAAP; IFRS and Private Enterprise in

accounting, reporting, planning and analytical

capacities.

From 2012 until 2018, Mr. Dexter was the Associate

Vice President of Financial Planning & Analysis at a

large Canadian retailer of industrial and casual

apparel. He has significant experience in short- and

long-term financial planning and budgeting. Mr.

Dexter has also developed an expertise in

corporate financial reporting, financial analysis and

providing support to senior-level decision makers.

Foreign currency strategies, business development

and change management have also been areas of

focus in his career.

Prior to the aforementioned role, Mr. Dexter

gained experience in the airline, utilities and

shipbuilding industries. Educated in Atlantic

Canada, he moved to Calgary in 2011.

Board of Directors

7

Raj GroverExecutive Chairman

Mr. Grover is the founder of High Tide and its

subsidiary companies of RGR Canada,

Smoker’s Corner and Canna Cabana, while

also being the co-founder of High Tide’s

newest subsidiary, Famous Brandz. Raj started

Smoker’s Corner in 2009 and RGR Canada in

2011 and has been operating as a pioneer in

the cannabis accessories industry ever since.

Currently, he is a national franchisor and

entrepreneur with 17 years of experience in

building and selling successful companies. Mr.

Grover leads the industry in manufacturing

capabilities and has built the largest network of

comparable retail stores in Canada.

In his personal time, Raj is passionate about

supporting children’s charities that benefit the

underprivileged and those struggling with

health issues and other life challenges

Arthur KwanCEO, CannaIncome Fund

CannaIncome Fund is a private investment

company focused on the cannabis and

cannabis-related sectors. Its aim is to provide

yield and capital appreciation upside, via

valuation arbitrage opportunities primarily

between private and public markets.

Mr. Kwan has over 18 years of investment

banking, capital markets, and private equity

experience, most recently as the Managing

Director of Investment Banking for Paradigm

Capital. Prior thereto, he has held

increasingly senior investment banking

positions with Scotia Capital, Peters & Co.,

and PI Financial. Mr. Kwan has led the

origination, negotiation, and execution of

many investment banking mandates,

including private placements, initial public

offerings, short-form prospectus offerings,

mergers, acquisitions, and divestitures, with

an aggregate transaction value of over $1

billion.

Nader BenAissaExternal Legal Counsel

Mr. Ben Aissa is a lawyer at Hooey and

Company Lawyers in Calgary, Alberta.

He specializes in commercial law with a

wide range of experience in corporate

governance, equity financing, and mergers

and acquisitions. Keeping a close eye on

cannabis law, he is preparing company

infrastructure for the upcoming change in

cannabis legislation.

In 2013, Nader received his Doctor of Law

(JD) from the University of British Columbia.

Mr. Ben Aissa was called to the Bar and

admitted as a Member of the Law Society of

Alberta in 2015.

Paul RosenMP, Breakwater Venture Capital

Mr. Rosen is a noted career entrepreneur

and management consultant. Over the last 5

years he has become one of Canada’s most

active investors in the emerging cannabis

industry. Mr. Rosen was a co-founder of

PharmaCan Capital Corporation, a publicly-

traded merchant bank focused on Canada’s

medical marijuana industry. He served as

President and CEO of PharmaCan Capital

for three years, completing his tenure in May

2016.

Mr. Rosen also sits on the Board of iAnthus

Capital Holdings ( IAN.C), a publicly-traded

investment bank invested in several medical

marijuana licenses across the United States.

In 1999, Mr. Rosen founded Skypad

International and currently serves as CEO

and Chairman.

Paul is a member of the Law Society of

Upper Canada, and practiced constitutional

law in Canada for several years. Paul

received a B.A. in Economics from Western

University in 1985 and an LL.B. from the

University of Toronto in 1988.

Mr. Kaushal is a managing director in the Deals

practice of PwC Canada’s Corporate Finance

group. Nitin has more than 25 years experience

in the financial investing, life sciences,

consumer health care, health care services and

medical device industries. In addition, he has a

strong involvement with PwC’s

Pharmaceuticals and Life Sciences team to

bridge the financial and scientific areas.

Nitin’s past experience includes board of

directorships with pharmaceutical and health

care companies. He has also held senior roles

in investment banking, venture capital and

consulting firms. Brendan Wood International

ranked Nitin as the Top Health care Investment

Banker in 2008/2009.

Mr. Kaushal has performed over 40 merger,

acquisition, strategic advisory, and licensing

assignments. He was an advisor to two of the

top five global pharma companies and M&A

advisor on one of the top licensing deals in

Canadian health care history. Nitin is a regular

speaker at conferences and is a past educator

at the University of Toronto.

Nitin KaushalManaging Director, PwC Canada

Advisors

8

Alan FriedmanPresident, Rivonia Capital

Anthony Durkacz EVP, First Republic Capital Corporation

Mr. Durkacz, prior to his current role, was

President of Capital Ideas Investor Relations from

January to December 2013. Before that, he was

CFO of Snipp Interactive Inc. from January 2011

to January 2013. He was instrumental in the

financing and public listing of the mobile

marketing company with operations in Canada,

the USA, Mexico and India. From 2006 to 2009,

he served as COO and CFO of MKU Canada Inc.

and engaged in mergers and acquisitions around

the globe, and from 2002 to 2006 served as CFO

of Astris Energi Inc., a dual-listed public company

in the US and Canada which was acquired by an

international conglomerate.

Mr. Durkacz began his career at TD Securities on

the capital markets trading floor. He holds an

Honours Bachelor of Business Administration

from Brock University with a major in both

Accounting and Finance.

Mr. Friedman has been the President and Chief

Executive Officer of Rivonia Capital Inc., a

Canadian corporation providing market

structuring, capital planning and administrative

management services to private and public

resource companies, since September 2006. Mr.

Friedman has also been Executive Vice-President

and a director of Adira Energy Ltd. since August

2009 and Executive Vice-President and a director

of Eco (Atlantic) Oil & Gas Ltd. since December

2011. Mr. Friedman is also a director of Aim1

Ventures Inc. and Tova Ventures II Inc., Capital

Pool Corporations listed on the TSX-V.

Mr. Friedman is an attorney and has played an

integral role in the acquisition of various assets,

financings and go-public transactions onto the

Toronto Stock Exchange. He was a co-founder

and previous director of Auryx Gold Corp., a

Toronto Stock Exchange-listed Namibian gold

exploration company, before it was sold to

B2Gold Corp. for approximately $160 million in

2011.

Shimmy PosenPartner, Garfinkle Biderman LLP

Mr. Posen joined Garfinkle Biderman as an associate

in 2012. He practices in the firm’s corporate

commercial and securities groups, with an emphasis

on corporate finance and mergers and acquisitions.

Shimmy’s transactional experience includes domestic

and cross-border public and private corporate finance

transactions representing both public and private

companies, agents and underwriters as well as

mergers and acquisitions in a variety of industries. He

also advises public companies on general corporate

and securities law matters including stock exchange

listings, continuous disclosure obligations and other

regulatory compliance issues.

Prior to joining Garfinkle Biderman, Shimmy

completed his articling term with a prestigious

national law firm in downtown Toronto, where he

gained experience in a number of practice areas,

including corporate, securities, mining and tax law.

Aleem KanjiVP Government Relations, Sutherland Corp.

Mr. Kanji is a strategic leader in government

relations, public policy and communications

disciplines. Prior to joining Sutherland, he was

Manager of Government Affairs and Stakeholder

Relations with Toronto Pearson International

Airport. He led high profile, complex and politically

sensitive regulatory, legislative and policy files

while effectively managing relationships with

numerous individual stakeholders and groups.

Mr. Kanji has worked in government for the

Province of Ontario and City of Kitchener as well

as the private sector for Pricewaterhouse

Coopers LLP. He has also led policy and public

affairs for the Toronto Region Board of Trade,

Canada’s largest local Chamber of Commerce.

Aleem serves as a founding member, appointed

by Toronto City Council, on the Board of Directors

for Invest Toronto Inc., Toronto’s economic

development agency. He also lectures at York

University and the University of Waterloo on

Economic Development.

SE

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AD

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Milestone Timeline

Growth to 3 Smoker’s Corner

Locations

2009 2012 20182015

Founded

Founded

Co-founded


Locations

Welcomed to the

Canadian Franchise

Association


Locations

Founded

Acquired

remaining 50% of

Co-founded

Founded

Listed as HITI on

Dec. 17, 2018

Acquired

1st franchised Smoker’s Corner

location19

9

10

Vision

Grow organically and through acquisition to become

a valuable, retail-focused, vertically-integrated

enterprise with global operations

GoalsShort-term

Continue constructing and opening more retail cannabis stores

Convert LOIs into fully-executed projects

Establish a retail presence in all applicable Canadian provinces

Hire talented people to help lead, operate and grow the

organization

Foster positive relationships with governments at all levels and

local communities

Long-term

Build great brands through responsible customer relationships

Play a key role in shaping a world-leading Canadian cannabis

industry

Deliver shareholders an industry-leading ROI and earn

premium multiples as a public company through strategic

stewardship, disciplined capital allocation and strong

governance

Corporate Strategy

11

High quality retail focus – corporate and franchise

Loyal customers via strong brands, responsible retail

and excellent service

Margin capture through vertical integration

Optimized operations – manufacturing and distribution

Consumer trends and product manufacturing

Customer education

Peer monitoring

Industry evolution

Government regulations

Organic initiatives and internal projects

Asset and business acquisitions

Accretive Growth

Continuous R&D

Differentiated

Leadership

Wholesale Segment

RGR Canada

13

Distribution network

extends from our

27,000 sq ft facility in

Calgary, AB

National >4,300 SKUSExclusive 10 Years

Manufacturing contracts

with industry leading

factories in China, the

United States and the

European Union

Experience in the design

and branding of cannabis

accessories that sell

Extensive product catalog

with 75% manufactured in-

house

RGR Canada

14

Selection of Proprietary Brands

Atomic Dopezilla Evolution

Puff Puff Pass Vodka Zoom Zoom

LIC

EN

SE

S

1515

17

A lifestyle accessory line for convenience, gas station and

specialty retailers featuring licensed and proprietary smoking

products (Trailer Park Boys and Cheech & Chong’s Up In Smoke)

LAUNCHED APRIL 2018

AD & EDITORIAL FEATURE TO 27,000 TARGET STORES

DISTRIBUTING TO UP TO 2,000 STORES

FAMOUS X

Retail Segment

Smoker’s Corner

19

Smoking Accessories & Cannabis Lifestyle Products

14 Current Locations Turn-key Model Existing Revenue

8 franchises

6 corporate stores

5 previous locations being converted

to Canna Cabana stores

CFA-approved

franchise program

enables rapid

deployment in key

markets

Average location

generates $380k/year

Top location generates

$850k/year

20

14 existing locations

TODAYOne of Canada’s

Largest

Counter-Culture

Chains

Scalable Franchise Model

2 new locations opening in early 2019

20

Smoker’s Corner10 Years of Retail Expertise

Existing Relationships:• Over 170,000 annual retail customer

interactions

• Dozens of direct and indirect

communities

• 12 municipalities across AB, BC & NS

• Landlords and commercial real estate

brokers

Operating Costs:• Staffing levels, wages and sales

incentives

• Retail leases and insurance

• Vertically-integrated infrastructure

enables cost management

Inventory Management:• Initial orders and new store

requirements

• Lead times for ongoing replenishment

• New product development and

optimization of SKUs

• Most innovative and high-quality

merchandise in the industry

Franchises:• Master franchise agreement and other

key agreements

• Back-office administration (Accounting,

IT, Marketing, etc.)

• Training and support

21

Large U.S.

Customer Base

90% of orders from customers in

the U.S.

Order fulfilment in Europe and

North America in 2019

Large opportunity to add new

customers and products

Forums & Social

Media34 million unique users in

Grasscity Forums since

inception

640,000 current forum members

75 million page views per year

265,000 followers on Facebook,

Instagram and YouTube

22

World’s top accessory

e-retailer

20-year history as online store

5.8 million site visits per year

0.6 million customers in database

65,000 orders per year

80,000 newsletter readers

34,000 certified online reviews

Grasscity

23

“World’s Best Online Head Shop”

He

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s:

foru

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ras

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Strategic Rationale for Acquisition

24

Manufacturing• Design & Production

• Brand Licensing

Distribution• Global Logistics

• Multiple Warehouses

Retail• Established Online

• SEO & Social MediaAccess to Europe for

High Tide’s wholesale

segment

Margin expansion

through vertical

integration

Sale of similar products

to similar customers

The Rising Tide of Cannabis

25

Retail Cannabis Market Size

1. DELOITTE: Recreational Marijuana I Insight & Opportunities

LICENSED PRODUCTION RETAILWHOLESALE

~ $5 Billion

The biggest opportunity in

Canadian cannabis is downstream

Prepared. Positioned.

Ready to Capitalize.

Multi-billion

market in

Canadian

cannabis

consumption1

Canna Cabana

26

Positioned to Become Canada’s Largest Retail Cannabis Network

Approachable - Sophisticated - Playful

Canna Cabana

27

From Concept to Execution

Canna Cabana

28

Canada’s One-Stop Cannabis Shop

Built on data from existing

customer base

Centralized logistics

management

Premier customer service

Accessories for medical &

recreational use

Now open in private jurisdictions;

targeting location size of 1,500-2,500 sq. ft.

Connected to over 25,000 Canadians

through social media

Industry-leading employee training program enables a complete customer experience

OPEN

Canna Cabana

29

Projected Expansion 2018 - 2020

FIRST & FASTEST TO MARKETProjected

Expansion

2018-2020

• Priority stakeholder in key municipalities across Canada

• Some existing stores being retrofitted to expedite readiness, subject to zoning

• New stores currently under construction; leases being secured in multiple provinces

As at

Nov.

18

Current

Stores

Open

Provincial

Licence

Applications

Development

Permits Leases

Target

Number of

Stores

AB 7 33 33 33 37

BC 0 0 0 1 8

SK 0 1 Wholesale* 0 1 2

ON 0 0 0 18 75

Total 7 34 33 53 122

*Application submitted by a High Tide wholly-owned subsidiary named Kush West Distribution Inc.

29

Canna Cabana

30

Seven Stores Now Open in Alberta

Calgary

Edmonton

Lethbridge

Whitecourt

Grande

Prairie

Kush Bar

31

Our Next Retail Cannabis Concept: Modern - Open - Relaxed

32

Future Concept

Corporate Information

CS

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ITI Recent Initiatives

34

FACILITY

EXPANSION

SHARES

SecuringRetail Leases

Pin-pointing locationsacross Canada

High TideWent Public

CSE:HITI

December 17, 2018

Opened

January 2019

27,000 Square FootDistribution Centre

35

December 18, 2018

High Tide Announces Partnership with KEYS

PLEASE in Public Safety Campaign Entitled

“Keeping Calgary Safe”

December 14, 2018

High Tide to Commence Trading on the CSE

under “HITI” Stock Symbol on December

17th

January 7, 2019

High Tide Announces the Opening of its Fifth

Canna Cabana Store

December 13, 2018

High Tide Receives $10 Million Investment

from Aurora Cannabis as Part of First

Tranche of Convertible Debenture Offering

Recent Company News

January 8, 2019

High Tide Submits Expression of Interest

Application for AGCO Lottery to Award

25 Cannabis Retail Store Licenses

January 9, 2019

High Tide Featured at AltaCorp - ATB 7th

Annual Institutional Investor Conference,

Lift & Co. Cannabis Expo and Benzinga

Cannabis Capital Conference

January 10, 2019

High Tide Launches Recycling Program for

Cannabis Packaging at Canna Cabana

Stores

January 24, 2019

High Tide Announces the Opening of its Sixth

and Seventh Canna Cabana Stores

December 19, 2018

High Tide Closes its Previously Announced

Acquisition of Grasscity

January 30, 2019

High Tide to Acquire Two Cannabis Retail

Locations in Saskatchewan

February 4, 2019

High Tide Announces Expansion into Ontario

with Cannabis Retail Lottery Winner

January 31, 2019

High Tide Shares Commence Trading on

Frankfurt Stock Exchange

CS

E:H

ITI 2017 Audited Financials1

36

Summary Income Statement Revenue

Revenue $9,993,246

Gross Margin $4,707,750

EBITDA $1,125,876

Net Income $577,305

Summary Balance

Sheet

Year Ended

October 31, 2017

Year Ended

October 31, 2017

Cash & Equivalents $1,067,493 Accounts Payable $798,895

Accounts Receivable 1,710,402 Income Taxes Payable 677,166

Inventory 3,542,590 Debt 21,833

Non-Current Assets 662,426 Share Capital 786,636

Total Assets $11,113,004 Total Debt & Equity $11,113,004

1. The financial information presented herein is as of October 31, 2017 and does not reflect the current financial performance or account balances

of the Company.

Year ended October 31

CS

E:H

ITI 2018 Interim Financials1

Q3 for the nine months ending July 31, 2018

Summary Income Statement Revenue

Revenue $6,651,232

Gross Margin 3,649,854

Loss Before Income Taxes (650,569)

Summary Balance

Sheet

Q3 as at July 31,

2018, unaudited

Q3 as at July 31,

2018, unaudited

Cash & Equivalents $1,694,909 Current Liabilities $2,566,704

Accounts Receivable 2,548,010 Shareholder Loans -

Inventory 4,161,714 Long-Term Debt -

Non-Current Assets 776,150 Total Equity 9,351,292

Total Assets $11,917,996 Total Debt & Equity $11,917,996

1. The unaudited financial information presented herein is as of July 31, 2018 and does not reflect the current financial performance or account balances

of the Company.37

CS

E:H

ITI Equity Capitalization Table

38

“2LY” LISTED ON THE

Share Capitalization TableCommon Shares - Issued and Outstanding 196,888,846

Common Shares to be issued on exercise of

Warrants underlying the Special Warrants

18,364,236

Common Shares to be issued on exercise of Prior-

Issued Warrants

1,194,590


outstanding Broker Warrants

2,387,350


Warrants underlying the Broker Warrants

1,193,675


outstanding Prior-Issued Warrants

670,680

Options 9,262,500

Fully-Diluted Shares Outstanding 229,961,877

As at

January 31, 2019

CS

E:H

ITI

COMPANY RETAIL STORE BRAND

PRIMARY

STOCK

SYMBOL

RETAIL EXPERIENCE

(Brick & Mortar)

RETAIL EXPERIENCE

(Online)

WHOLESALE

EXPERIENCE

LICENSED

PRODUCTION

Market Cap

(MM)

as at 11/01/19

Revenue

(MM)

(TTM)

Market

Cap /

Revenue

Choom

HoldingsChoom

CSE:

CHOOX X X

Acquired LP

applicants in BC

and SK

$80 $nil n/a

Fire &

FlowerFire & Flower Private

Cannabis retail since

2018

Some accessories;

online cannabis sales in

SKX X Private ~$10 n/a

Inner Spirit

Holdings SpiritleafCSE: ISH

Franchises; watches

and fashion accessoriesX X X $42 $3.2 13.1x

National

Access

Cannabis

MetaTSXV:

META

Cannabis retail since

2018

Medical consultation

and deliveryX X $118 $5.7 20.7x

Solo

GrowthYSS

TSXV:

SOLO:X X X X $31 $nil n/a

WestleafPrairie

Records

TSXV: WL Cannabis retail since

2019X X

Indoor cultivation

facility under

construction

$424 $nil n/a

AVERAGE: $139 $6.3 22.1x

High Tide

Canna

Cabana,

Kush Bar

CSE:

HITI

Smoking accessories

since 2009; cannabis

retail since 2018

Grasscity has ~20

years of experience

as the premier e-

retailer of smoking

accessories

9 years of

proprietary and

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cannabis

accessories

X $93 $9.1 10.2x

Canadian Retail Cannabis Landscape

CS

E:H

ITI Growth by Acquisition

40

Goal of growing the retail and distribution business by acquisition domestically as well

as in the US, EU and elsewhere, as appropriate, through various segments:

Thousands of existing customer relationships

Over 300 vendors in a current database

Industry partnerships also yield transaction opportunities

Currently assessing several accretive acquisitions in the manufacturing, wholesale

and retail sectors across Canada

CS

E:H

ITI

CV

Strategic Partners

41

Retail Build-Outs:

Technology:

Finance:

Government Relations:

Legal: Notable Investors:

Auditor:

Security:

Why Invest?

42

Compelling Investment Opportunity in Downstream Cannabis Leader

OUT IN FRONTAhead of the industry on leasing,

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(403) 265-4207

High Tide Inc.

11127 15th St. NE, Units #111-113

Calgary, AB T3K 2M4

[email protected]

HighTideInc.com

1.888.9.420.420

Raj Grover

Founder, President, CEO & Chairman

[email protected]

Nick Kuzyk, MBA

Chief Strategy Officer & SVP Capital Markets

[email protected]

43

mailto:[email protected]

http://www.hightideinc.com/

APPENDIX

45

STATUTORY RIGHTS OF ACTION FOR DAMAGES OR RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with rights of rescission or damages, or both, where an offering memorandum or any amendment to it contains a misrepresentation. In the event that this presentation is

deemed to be an offering memorandum by a securities commission, then the purchaser will be able to avail himself or herself of the rights below, which are in addition to and do not derogate from any other right that the purchaser may have at law. In

addition, if a misrepresentation is contained in a record incorporated by reference in, or is deemed to be incorporated into, an offering memorandum, the misrepresentation is deemed to be contained in the offering memorandum. In the event that this

presentation is deemed to be an offering memorandum by a securities commission, these remedies must be commenced by the purchaser within the time limits prescribed and are subject to the defences contained in the applicable

securities legislation. Purchasers should refer to the applicable provisions of the securities legislation of their province for the particulars of these rights and defences or consult with a legal adviser.

The following summary is subject to the express provisions of the relevant securities legislation and the rules, regulations, and instruments applicable in Manitoba, Saskatchewan, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and

Newfoundland and Labrador which may contain other limitations and statutory defences on which High Tide Inc. and any other applicable parties may rely. These remedies, or notice with respect to these remedies, must be exercised or delivered, as

the case may be, by the purchaser within the time limits prescribed by applicable securities legislation. Purchasers should refer to the applicable provisions of the securities legislation of their province for the particulars of these rights or consult with a

legal advisor.

For the purposes of the following, "Misrepresentation" means:

(a) an untrue statement of a material fact;

(b) an omission to state a material fact that is required to be stated; or

(c) an omission to state a material fact that is necessary to be stated in order for any statement not to be misleading or false in light of the circumstances in which it was made.

Manitoba Purchasers

If an offering memorandum contains a Misrepresentation, a purchaser who purchases a security offered by the offering memorandum is deemed to have relied on the representation if it was a Misrepresentation at the time of purchase and has:

(a) right of action for damages against,

(i) the issuer;

(ii) every director of the issuer at the date of the offering memorandum; and

(iii) every person or company who signed the offering memorandum; or

(b) right of rescission against the issuer,

and if the purchaser chooses to exercise a right of rescission against the issuer, the purchaser has no right of action for damages.

No person or company is liable for a Misrepresentation contained in an offering memorandum if the person or company proves that the purchaser had knowledge of the Misrepresentation, and no person or company other than the issuer is liable for a

Misrepresentation contained in an offering memorandum if:

(a) the person or company proves that,

(i) the offering memorandum was sent to the purchaser without the person's or company's knowledge or consent; and

(ii) after becoming aware that it was sent, the person or company promptly gave reasonable notice to the issuer that it was sent without the person's or company's knowledge and consent;

(b) the person or company proves that, after becoming aware of the Misrepresentation, the person or company withdrew the person's or company's consent to the offering memorandum and gave reasonable notice to the issuer of the withdrawal and

the reason for it;

(c) with respect to any part of the offering memorandum purporting to be made on the authority of an expert or to be a copy of, or an extract from, an expert's report, opinion, or statement, the person or company proves that the person or company

did not have any reasonable grounds to believe and did not believe that,

(i) there had been a Misrepresentation; or

(ii) the relevant part of the offering memorandum;

(A) did not fairly represent the expert's report, opinion, or statement, or

(B) was not a fair copy of, or an extract from, the expert's report, opinion, or statement; or

(d) with respect to any part of the offering memorandum not purporting to be made on an expert's authority and not purporting to be a copy of, or an extract from, an expert's report, opinion, or statement, unless the person or company,

(i) did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no Misrepresentation; or

(ii) believed there had been a Misrepresentation. The right of action is subject to the following limitations,

(A) the amount recoverable shall not exceed the price at which the securities were offered under the offering memorandum; and

(B) in an action for damages, the defendant is not liable for all or any part of the damages that the defendant proves do not represent the depreciation in value of the security as a result of the Misrepresentation.

No action may be commenced to enforce a right of action:

(a) in the case of an action for rescission, more than 180 days after the day of the transaction that gave rise to the cause of action; or

(b) in any other case, more than,

(i) 180 days after the day that the plaintiff first had knowledge of the facts giving rise to the cause of action; or

(ii) two years after the day of the transaction that gave rise to the cause of action, whichever occurs earlier.

The rights of action described above are in addition to and do not derogate from any other right the purchaser may have at law.

46

STATUTORY RIGHTS OF ACTION FOR DAMAGES OR RESCISSION (cont.)

Ontario Purchasers

OSC Rule 45-501 provides that where an offering memorandum is delivered to a purchaser to whom securities are distributed in reliance on the "accredited investor" prospectus exemption in Section 2.3 of NI 45-106, the right of action in Section 130.1

of the Ontario Securities Act is applicable unless the purchaser is:

(a) a Canadian financial institution, meaning either:

(i) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act; or

(ii) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services corporation, or league that, in each case, is authorized by an enactment of Canada or a

province or territory of Canada to carry on business in Canada or a province or territory in Canada;

(b) a Schedule III bank, meaning an authorized foreign bank named in Schedule III of the Bank Act (Canada);

(c) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or

(d) a subsidiary of any person referred to in paragraphs (a), (b) or (c), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of the subsidiary.

Section 130.1 of the Ontario Securities Act provides that where an offering memorandum that contains a Misrepresentation, as defined in the Ontario Securities Act, is delivered in connection with a trade made in reliance upon the "accredited investor"

prospectus exemption in Section 2.3 of NI 45-106, a purchaser who purchases a security offered by the offering memorandum will have, without regard to whether the purchaser relied on the Misrepresentation, a statutory right of action against the

issuer and a selling security holder on whose behalf the distribution was made for damages or for rescission. If the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages. No such action shall be

commenced more than, in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action, or, in the case of any action other than an action for rescission, the earlier of: (i) 180 days after the purchaser

first had knowledge of the facts giving rise to the cause of action, or (ii) three years after the date of the transaction that gave rise to the cause of action.

The Ontario Securities Act provides a number of limitations and defences to such actions, including the following:

(a) the defendant is not liable if it proves that the purchaser purchased the securities with knowledge of the Misrepresentation;

(b) in an action for damages, the defendant shall not be liable for all or any portion of the damages that the issuer proves do not represent the depreciation in value of the securities as a result of the Misrepresentation relied upon; and

(c) in no case shall the amount recoverable exceed the price at which the securities were offered.

New Brunswick Purchasers

Section 2.1 of New Brunswick Securities Commission Rule 45-802 provides that the rights of action referred to in Section 150 of the Securities Act (New Brunswick) (the "New Brunswick Act") apply to information relating to an offering memorandum

that is provided to a purchaser in securities in connection with a distribution made in reliance on the "accredited investor" prospectus exemption in Section 2.3 of NI 45-106. The New Brunswick Act provides such purchasers with a statutory right of

action against the issuer of the securities and a selling security holder on whose behalf a distribution is made for rescission or damages in the event that the offering memorandum or any amendment to it contains a Misrepresentation, as defined in the

New Brunswick Act.

The New Brunswick Act provides that, subject to certain limitations, where an offering memorandum is provided to a purchaser of the securities contains a Misrepresentation, a purchaser who purchases the securities shall be deemed to have relied on

the Misrepresentation if it was a Misrepresentation at the time of purchase. Such purchaser has a right of action for damages against the issuer and a selling security holder on whose behalf the distribution was made, or may elect to exercise a right of

rescission against the seller of the securities. If the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages. No such action shall be commenced more than, in the case of an action for rescission, 180

days after the date of the transaction that gave rise to the cause of action or, in the case of any action, other than an action for rescission, the earlier of (i) one year after the plaintiff first had knowledge of the facts giving rise to the cause of action, and

(ii) six years after the date of the transaction that gave rise to the cause of action.

The New Brunswick Act provides a number of limitations and defences to such actions, including the following:

(a) the defendant is not liable if it proves that the purchaser purchased the securities with knowledge of the Misrepresentation;

(b) in an action for damages, the defendant shall not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the securities as a result of the Misrepresentation relied upon; and

(c) in no case shall the amount recoverable exceed the price at which the securities were offered.

Nova Scotia Purchasers

The right of action for rescission or damages described herein is conferred by Section 138 of the Securities Act (Nova Scotia) (the "Nova Scotia Act"). The Nova Scotia Act provides that in the event that an offering memorandum or any amendment

thereto, or any advertising or sales literature (as defined in the Nova Scotia Act) contains a Misrepresentation, as defined in the Nova Scotia Act, a purchaser to whom the offering memorandum has been delivered and who purchases the securities

referred to in it is deemed to have relied upon such Misrepresentation if it was a Misrepresentation at the time of purchase.

Such purchaser has a statutory right of action for damages against the seller (which includes the issuer) and, subject to certain additional defences, the directors of the seller at the date of the offering memorandum and every person who signed the

offering memorandum or, alternatively, while still an owner of the securities purchased by the purchaser, may elect instead to exercise a statutory right of rescission against the seller in which case the purchaser shall have no right of action for

damages against the seller or the directors of the seller or against any person who signed the offering memorandum. No such action shall be commenced to enforce the right of action for rescission or damages more than 120 days after the date

payment was made for the securities (or after the date on which initial payment was made for the securities where payments subsequent to the initial payment are made pursuant to a contractual commitment assumed prior to, or concurrently with, the

initial payment).

The Nova Scotia Act provides a number of limitations and defences, including the following:

(a) A person or company is not liable if it proves that the purchaser purchased the securities with knowledge of the Misrepresentation;

(b) in the case of an action for damages, a person or company is not liable for all or any portion of the damages that it proves do not represent the depreciation in value of the securities as a result of the Misrepresentation relied upon; and

(c) in no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser.

47


In addition, a person or company, other than the issuer, will not be liable if that person or company proves that:

(a) the offering memorandum or any amendment to the offering memorandum was sent or delivered to the purchaser without the person's or company's knowledge or consent and that, on becoming aware of its delivery, the person or company gave

reasonable general notice that it was delivered without the person's or company's knowledge or consent;

(b) after delivery of the offering memorandum or any amendment to the offering memorandum and before the purchase of the securities by the purchaser, on becoming aware of any Misrepresentation in the offering memorandum or any amendment

to the offering memorandum, the person or company withdrew the person's or company's consent to the offering memorandum or any amendment to the offering memorandum, and gave reasonable general notice of the withdrawal and the

reason for it; or

(c) with respect to any part of the offering memorandum or any amendment to the offering memorandum purporting (i) to be made on the authority of an expert, or (ii) to be a copy of, or an extract from, a report, an opinion or a statement of an

expert, the person or company had no reasonable grounds to believe and did not believe that (A) there had been a Misrepresentation, or (B) the relevant part of the offering memorandum or any amendment to the offering memorandum did not

fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert.

Furthermore, no person or company, other than the issuer, is liable with respect to any part of the offering memorandum or any amendment to the offering memorandum not purporting (i) to be made on the authority of an expert or (ii) to be a copy of,

or an extract from, a report, opinion or statement of an expert, unless the person or company (A) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no Misrepresentation or (B) believed that there

had been a Misrepresentation.

If a Misrepresentation is contained in a record incorporated by reference into, or deemed incorporated by reference into, the offering memorandum or amendment to the offering memorandum, the Misrepresentation is deemed to be contained in the

offering memorandum or amendment to the offering memorandum.

The rights of action described above are in addition to, and without derogation from, any right or remedy available at law to the purchaser and are intended to correspond to the provisions of the relevant securities laws and are subject to the limitations

and defences contained in those laws.

Saskatchewan Purchasers

The right of action for rescission or damages described herein is conferred by Section 138 of The Securities Act, 1988 (Saskatchewan) (the "Saskatchewan Act"). The Saskatchewan Act provides, in the relevant part, that in the event that an offering

memorandum, together with any amendments thereto contains a Misrepresentation (as defined in the Saskatchewan Act), a purchaser who purchases securities covered by the offering memorandum has, without regard to whether the purchaser relied

on the Misrepresentation, a statutory right for rescission against the issuer or has a right of action for damages against:

(a) the issuer;

(b) every promoter and director of the issuer, as the case may be, at the time the offering memorandum or any amendment thereto was sent or delivered;

(c) every person or company whose consent has been filed with respect to the offering, but only with respect to reports, opinions or statements that have been made by them; and

(d) every person or company that sells securities on behalf of the issuer under the offering memorandum or amendment to the offering memorandum.

If such purchaser elects to exercise a statutory right of rescission against the issuer, it shall have no right of action for damages against that person or company. No such action for rescission or damages shall be commenced more than, in the case of a

right of rescission, 180 days after the date of the transaction that gave rise to the cause of action or, in the case of any action, other than an action for rescission, such action shall be commenced before the earlier of (i) one year after the purchaser first

had knowledge of the facts giving rise to the cause of action and (ii) six years after the date of the transaction that gave rise to the cause of action.

The Saskatchewan Act provides a number of limitations and defenses, including the following:

(a) no person or company will be liable if the person or company proves that the purchaser purchased the securities with knowledge of the Misrepresentation;

(b) in the case of an action for damages, no person or company will be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the securities as a result of the Misrepresentation; and

(c) in no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser.

The liability of all persons or companies referred to above is joint and several with respect to the same cause of action. A defendant who is found liable to pay a sum in damages may recover a contribution, in whole or in part, from a person or company

who is jointly and severally liable to make the same payment in the same cause of action unless, in all the circumstances of the case, the court is satisfied that it would not be just and equitable.

In addition, no person or company, other than the issuer, will be liable if the person or company proves that:

(a) the offering memorandum or any amendment thereto was sent or delivered without the person's or company's knowledge or consent and that, on becoming aware of it being sent or delivered, that person or company gave reasonable general

notice that it was so sent or delivered; or

(b) with respect to any part of the offering memorandum or any amendment thereto purporting to be made on the authority of an expert, or purporting to be a copy of, or an extract from, a report, an opinion or a statement of an expert, that person or

company had no reasonable grounds to believe and did not believe that there had been a Misrepresentation, the part of the offering memorandum or any amendment thereto did not fairly represent the report, opinion or statement of the expert,

or was not a fair copy of, or an extract from, the report, opinion or statement of the expert.

Similar rights of action for damages and rescission are provided in Section 138.1 of the Saskatchewan Act in respect of a Misrepresentation in advertising and sales literature disseminated in connection with an offering of securities.

Section 138.2 of the Saskatchewan Act also provides that where an individual makes a verbal statement to a prospective purchaser that contains a Misrepresentation relating to the note purchased and the verbal statement is made either before or

contemporaneously with the purchase of the note, the purchaser has, without regard to whether the purchaser relied on the Misrepresentation, a right of action for damages against the individual who made the verbal statement.

Section 141(1) of the Saskatchewan Act provides a purchaser with the right to void the purchase agreement and to recover all money and other consideration paid by the purchaser for the securities if the securities are sold in contravention of such Act,

the regulations to such Act or a decision of the Financial and Consumer Affairs Authority of Saskatchewan.

Section 141(2) of the Saskatchewan Act also provides a right of action for rescission or damages to a purchaser of securities to whom an offering memorandum or any amendment thereto was not sent or delivered prior to or at the same time as the

purchaser enters into an agreement to purchase the securities, as required by Section 80.1 of the Saskatchewan Act.

48


The Saskatchewan Act also provides a purchaser who has received an amended offering memorandum delivered in accordance with subsection 80.1(3) of such Act has a right to withdraw from the agreement to purchase the securities by delivering a

notice to the person or company that is selling the securities, indicating the purchaser's intention not to be bound by the purchase agreement, provided such notice is delivered by the purchaser within 2 business days of receiving the amended offering

memorandum.

The rights of action described above are in addition to, and without derogation from, any right or remedy available at law to the purchaser and are intended to correspond to the provisions of the relevant securities laws and are subject to the limitations

and defenses contained in those laws.

Prince Edward Island Purchasers

The right of action for rescission or damages described herein is conferred by Section 112 of the Securities Act (Prince Edward Island) (the "PEI Act"). Section 112 provides, that in the event that an offering memorandum contains a Misrepresentation,

a purchaser who purchased the securities during the period of distribution, without regard to whether the purchaser relied upon such Misrepresentation, has a statutory right of action for damages against the issuer, the selling security holder on whose

behalf the distribution is made, every director of the issuer at the date of the offering memorandum, and every person who signed the offering memorandum. Alternatively, the purchaser while still the owner of the securities may elect to exercise a

statutory right of action for rescission against the issuer, or the selling security holder on whose behalf the distribution is made. Misrepresentation means an untrue statement of material fact, or an omission to state a material fact that is required to be

stated by the PEI Act, or an omission to state a material fact that needs to be stated so that a statement is not false or misleading in light of the circumstances in which it is made. Statutory rights of action for rescission or damages by a purchaser are

subject to the following limitations:

(a) no action will be commenced to enforce the right of action for rescission by a purchaser, resident in Prince Edward Island, later than 180 days after the date of the transaction that gave rise to the cause of action;

(b) in the case of any action other than an action for rescission;

(i) 180 days after the purchaser first had knowledge of the facts given rise to the cause of action; or

(ii) three years after the date of the transaction giving rise to the cause of action or whichever period expires first;

(c) no person will be liable if the person proves that the purchaser purchased the security with knowledge of the Misrepresentation;

(d) no person other than the issuer and selling securityholder will be liable if the person proves that:

(i) the offering memorandum was sent to the purchaser without the person's knowledge or consent and that, on becoming aware of it being sent, the person had promptly given reasonable notice to the issuer that it had been sent without the

knowledge and consent of the person;

(ii) the person, on becoming aware of the Misrepresentation in the offering memorandum, had withdrawn the person's consent to the offering memorandum and had given reasonable notice to the issuer of the withdrawal and the reason for it;

or

(iii) with respect to any part of the offering memorandum purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, statement or opinion of an expert, the person had no reasonable grounds to

believe, and did not believe that;

(A) there had been a Misrepresentation; or

(B) the relevant part of the offering memorandum

(1) did not fairly represent the report, statement or opinion of the expert, or

(2) was not a fair copy of, or an extract from, the report, statement, or opinion of the expert.

If the purchaser elects to exercise a right of action for rescission, the purchaser will have no right of action for damages.

In no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser.

In an action for damages, the defendant will not be liable for any damages that the defendant proves do not represent the depreciation in value of the securities as a result of the Misrepresentation.

Newfoundland and Labrador Purchasers

The right of action for rescission or damages described herein is conferred by Section 130.1 of the Securities Act (Newfoundland and Labrador) (the "NL Act"). The NL Act provides, in the relevant part, that if an offering memorandum contains a

Misrepresentation when a person or company purchases a security offered by the offering memorandum, the purchaser has, without regard to whether the purchaser relied on the Misrepresentation, a right of action for damages or rescission.

Such purchaser has a statutory right of action for damages against the issuer, every director of the issuer at the date of the offering memorandum and every person who signed the offering memorandum. Alternatively, the purchaser has a right of

action for rescission against the issuer, in which case the purchaser shall have no right of action for damages against the persons described above. No such action may be commenced to enforce the right of action for rescission or damages more than

(i) 180 days after the day of the transaction that gave rise to the cause of action, in the case of an action for rescission, or (ii) the earlier of (A) 180 days after the plaintiff first had knowledge of the facts giving rise to the cause of action, or (B) three

years after the day of the transaction giving rise to the cause of action, in any other case.

The NL Act provides a number of limitations and defences, including the following:

(a) no person or company is liable if the person or company proves that the purchaser had knowledge of the Misrepresentation;

(b) in the case of an action for damages, the defendant is not liable for any damages that the defendant proves do not represent the depreciation in value of the security resulting from the Misrepresentation; and

(c) the amount recoverable in respect of such action shall not exceed the price at which the securities were offered under the offering memorandum.

49


In addition, a person or company, other than the issuer, is not liable if the person or company proves that:

(a) the offering memorandum was sent to the purchaser without the person's or company's knowledge or consent, and that, upon becoming aware if its being sent, the person or company had promptly given reasonable notice to the issuer that it had

been sent without the knowledge and consent of the person or company;

(b) the person or company, upon becoming aware of the Misrepresentation in the offering memorandum, withdrew the person's or company's consent to the offering memorandum and gave reasonable notice to the issuer of the withdrawal and the

reason for it;

(c) with respect to any part of the offering memorandum purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, statement or opinion of an expert, the person or company had no reasonable

grounds to believe and did not believe that (i) there had been a Misrepresentation, or (ii) the relevant part of the offering memorandum (A) did not fairly represent the report, statement or opinion of the expert, or (B) was not a fair copy of, or an

extract from, the report, statement or opinion of the expert; or

(d) with respect to any part of the offering memorandum not purporting to be made on the authority of an expert and not purporting to be a copy of, an extract from, a report, opinion or statement of an expert, unless the person or company (i) did not

conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no Misrepresentation, or (ii) believed there had been a Misrepresentation.

Purchasers in Other Provinces

In the event that this presentation is deemed to be an offering memorandum by a securities commission, then purchasers in provinces other than Manitoba, Ontario, New Brunswick, Nova Scotia, Saskatchewan, Prince Edward Island and

Newfoundland & Labrador are hereby granted contractual rights of rescission equivalent to those rights described above for purchasers of securities in the Province of Ontario.

investor presentation · 2019-06-13 · in particular, this presentation contains revenues, gross...

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