TORONTO, Nov. 6, 2020 /CNW/ – As previously reported by Meta Growth Corp. (TSXV: META) (“Meta Growth”, “META” or the “Company”), a leading Canadian recreational cannabis retailer, it is expected that, subject to receipt of regulatory and other approvals, the proposed business combination pursuant to which High Tide Inc. (“High Tide”) will acquire all of the issued and outstanding common shares of META by way of a plan of arrangement (the “Plan of Arrangement”), will be completed on or before the end of November, 2020.
Pursuant to the terms of the convertible debenture indenture (the “Debenture Indenture”) made as of November 23, 2018, between the Company and TSX Trust Company, as trustee (the “Trustee”), META has a semi-annual interest payment of $846,000 due and payable on November 30, 2020 (the “Current Interest Obligation”) owing to the holders of the 8.0% convertible secured senior debentures (“Debentureholders”) issued pursuant to the Debenture Indenture. With the expectation that the Plan of Arrangement will be completed prior to the Current Interest Obligation, the Company has provided notice to the registered Debentureholders, as required pursuant to the terms of the Debenture Indenture, to allow High Tide the option, at its choosing, to satisfy the entirety of the Current Interest Obligation by the delivery of common shares.
In accordance with terms of the Debenture Indenture, the common shares would be payable to the registered Debentureholders appearing on the registers marked by the Trustee at the close of business on November 23, 2020, being the fifth business day prior to the applicable interest payment date. No fractional common shares would be issued in satisfaction of the Current Interest Obligation.
The Company reserves the right to withdraw (in whole or in part) its election to satisfy the Current Interest Obligation by the delivery of common shares, at any time prior to the consummation of the delivery of the common shares to the Debentureholders on November 30, 2020.
Neither META or High Tide common shares have or will be registered under the U.S. Securities Act of 1933, as amended (the “Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Act.
About Meta Growth
META is a leader in secure, safe and responsible access to legal recreational cannabis in Canada. Through its Canada-wide network of Meta Cannabis Co.™, Meta Cannabis Supply Co.™ and NewLeaf Cannabis™ recreational cannabis retail stores, Meta Growth enables the public to gain knowledgeable access to Canada’s network of authorized Licensed Producers of cannabis. META is listed on the TSX Venture Exchange under the symbol (TSXV: META).
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This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward looking statements or information. Forward-looking statements and information in this news release includes, but is not limited to, payment of the Current Interest Obligation, including the timing thereof and the method of payment to be received by Debentureholders; and statements regarding the closing of the Plan of Arrangement, including the timing thereof and the satisfaction of applicable closing conditions, including receipt of all regulatory and other approvals in connection with the Plan of Arrangement. Forward-looking statements are based on current expectations, estimates, projections, and assumptions of the Company and High Tide described herein regarding the Company and High Tide. Although the Company believes that the expectations and assumptions on which the forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company cannot give any assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results and developments may differ materially from those that are currently contemplated by these statements depending on, among other things, risks relating to: the delay or failure to receive regulatory approvals with respect to the Plan of Arrangement; the Plan of Arrangement not proceeding or anticipated synergies not materializing as planned or at all; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the retail cannabis industries generally, including changing industry trends; income tax and regulatory matters; the ability of the Company and High Tide to implement their business strategies; competition; crop failure/conditions; general business, economic, competitive, political, regulatory and social uncertainties and conditions; adverse industry events; marketing costs; loss of markets; the COVID-19 pandemic nationally and globally, which could have a material adverse impact on the Company’s business, operations and financial results and on public markets generally, including disruptions in supply chains, as well as a deterioration of general economic conditions, including national and/or global recessions; the response of governments to the COVID-19 pandemic in respect of the operation of retail stores; and currency and interest rate fluctuations and other risks. The Company cautions that the foregoing list of risks and uncertainties is not exhaustive. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statement or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.