High Tide Inc.: Exhibit 4.29 - Filed by newsfilecorp.com


    

    FORM 51-102F3
MATERIAL CHANGE REPORT

    Item 1: Name and Address of Company

    High Tide Inc. (the "Company")
Unit 112, 11127 - 15 Street N.E.
Calgary, Alberta T3K 2M4

    Item 2: Date of Material Change

    May 13, 2021.

    Item 3: News Release

    News releases were disseminated on May 12 and May 13, 2021 and filed on SEDAR at www.sedar.com.

    Item 4: Summary of Material Change

    On May 12, 2021, the Company announced that it will consolidate all of its issued and outstanding common shares ("Common Shares") on the basis of one (1) post-consolidation Common Share for each fifteen (15) pre-consolidation Common Shares (the "Share Consolidation") thus enabling the Company to meet the minimum share price requirement set by the Nasdaq Stock Market LLC.

    The Share Consolidation was approved by the Company's shareholders at the Company's annual and special meeting on June 24, 2019 and subsequently by the Company's board of directors.

    On May 13, 2021, the Company commenced trading on the TSX Venture Exchange (the "TSXV") on a post- consolidated basis pursuant to the terms of the Share Consolidation. A letter of transmittal was sent by mail to registered shareholders advising that the Share Consolidation had taken place. The letter of transmittal contains instructions on how registered shareholders can exchange their share certificates or Direct Registration System ("DRS") statements evidencing their pre-consolidation Common Shares for new share certificates or new DRS statements representing the number of post-consolidation Common Shares to which they are entitled.

    The Company projected that on a post-consolidated basis:

    - The existing 690,834,719 Common Shares will be reduced to approximately 46,055,653 Common Shares, subject to adjustments for rounding purposes (no fractional shares will be issued). Any fractional interest in Common Shares that is less than 0.5 of a Common Share resulting from the Share Consolidation will be rounded down to the nearest whole Common Share and any fractional interest in Common Shares that is 0.5 or greater of a Common Share will be rounded up to the nearest whole Common Share.

    - The current number of Common Share purchase warrants (35,193,728) originally issued by Meta Growth ("Meta Warrants") listed for trading on the TSXV, each exercisable at $0.29 per Meta Warrant for 0.824 Common Share will not be altered; however, the exercise terms will be adjusted in accordance with the terms of the warrant indenture dated February 6, 2020, as supplemented on November 16, 2020, such that fifteen Warrants will be exercisable for 0.824 post-Share Consolidation Common Share following the payment of an adjusted exercise price of $4.35.

    - The current number of Common Share purchase warrants (23,958,332) originally issued as a part of the 2021 bought deal ("HITI Warrants") listed for trading on the TSXV, each exercisable at $0.58 per HITI Warrant for one Common Share will not be altered; however, the exercise terms will be adjusted in accordance with the terms of the warrant indenture dated February 22, 2021, such that fifteen HITI Warrants will be exercisable for one post-Share Consolidation Common Share following the payment of an adjusted exercise price of $8.70.

    

    - The current number of $900,000 principal amount of convertible debentures outstanding originally issued by Meta Growth ("Convertible Debentures") listed for trading on the TSXV, convertible at $0.22 per Common Share ("Conversion Price") will not be altered; however the conversion terms will be adjusted in accordance with the terms of the warrant indenture dated November 23, 2018, as supplemented on November 16, 2020, such that the Conversion Price will be $3.30 per one post-Share Consolidation Common Share.

    The new CUSIP number for the post-consolidation Common Shares is 42981E401 and the new ISIN number is CA42981E4013. No changes were made to the CUSIP number or ISIN number for the Meta Warrants, HITI Warrants or Convertible Debentures.

    Item 5.1: Full Description of Material Change 

    Please see news releases attached as Schedule "A".

    Item 5.2 Disclosure for Restructuring Transactions 

    Not applicable.

    Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102 (Confidentiality)

    Not applicable.

    Item 7: Omitted Information

    No information has been omitted on the basis that it is confidential information.

    Item 8: Executive Officer

    For additional information with respect to this material change, the following person may be contacted:

    Raj Grover

    President, Chief Executive Officer & Director 
Tel: (403) 770-9435 Email: raj@hightideinc.com

    Item 9: Date of Report

    May 20, 2021.

    

    SCHEDULE "A"



    (See attached.)



    

    High Tide Announces Details of Consolidation to Meet NASDAQ Listing Requirements

    	15:1 share consolidation to begin trading on or about May 14, 2021
	NASDAQ Capital Market listing expected in May 2021 under ticker symbol HITI


    CALGARY, AB, May 12, 2021 /CNW/ - High Tide Inc. ("High Tide" or the "Company") (TSXV: HITI) (OTCQB: HITIF) (FRA: 2LY), a retail- focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, is pleased to announce that it will be consolidating all of its issued and outstanding common shares ("Common Shares") on the basis of one (1) post-consolidation Common Share for each fifteen (15) pre-consolidation Common Shares (the "Share Consolidation"). The Share Consolidation represents another major step towards the listing of the Common Shares on The Nasdaq Stock Market LLC ("Nasdaq") by meeting the minimum share price requirement set by Nasdaq.

    

    High Tide Inc. - May 12, 2021 (CNW Group/High Tide Inc.)

    "Today's news represents a significant milestone towards High Tide becoming the first major cannabis retailer anywhere in the world to be listed on Nasdaq, making our shares more accessible to a larger audience of both retail and institutional investors, and increasing our appeal to potential M&A targets," said Raj Grover, President and Chief Executive Officer of High Tide. "The announced share consolidation, coupled with other recent progress in our application, gives us confidence that we remain on course to meet the listing standards and begin trading on Nasdaq by the end of this month," added Mr. Grover.

    The listing of High Tide's Common Shares on Nasdaq remains subject to the approval of Nasdaq and the satisfaction of all applicable listing and regulatory requirements, including the effectiveness and clearing comments of the Form 40-F. Following receipt of all required approvals, the Company will issue a press release announcing its first trading date on Nasdaq.

    Share Consolidation Details

    The Company's board of directors approved the Share Consolidation and it is expected that the Common Shares will commence trading on a post-Share Consolidation basis on the TSX Venture Exchange (the "TSXV") on or about Friday May 14, 2021.

    The Share Consolidation was approved by holders of Common Shares at the Company's annual and special meeting held on July 24, 2019. The Share Consolidation is subject to acceptance by the TSXV.

    Assuming the Share Consolidation is completed, the existing 690,834,719 Common Shares will be reduced to approximately 46,055,653 Common Shares, subject to adjustments for rounding purposes. No fractional shares will be issued. Any fractional interest in Common Shares that is less than 0.5 of a Common Share resulting from the Share Consolidation will be rounded down to the nearest whole Common Share and any fractional interest in Common Shares that is 0.5 or greater of a Common Share will be rounded up to the nearest whole Common Share.

    There are currently 35,193,728 Common Share purchase warrants originally issued by Meta Growth ("Meta Warrants") listed for trading on the TSXV, each exercisable at $0.29 per Meta Warrant for 0.824 Common Share. Following the Share Consolidation, the number of listed Meta Warrants outstanding will not be altered; however, the exercise terms will be adjusted in accordance with the terms of the warrant indenture dated February 6, 2020, as supplemented on November 16, 2020, such that fifteen Warrants will be exercisable for 0.824 post- Share Consolidation Common Share following the payment of an adjusted exercise price of $4.35.

    There are currently 23,958,332 Common Share purchase warrants originally issued as a part of the 2021 bought deal ("HITI Warrants") listed for trading on the TSXV, each exercisable at $0.58 per HITI Warrant for one Common Share. Following the Share Consolidation, the number of listed HITI Warrants outstanding will not be altered; however, the exercise terms will be adjusted in accordance with the terms of the warrant indenture dated February 22, 2021, such that fifteen HITI Warrants will be exercisable for one post-Share Consolidation Common Share following the payment of an adjusted exercise price of $8.70.

    There are currently $900,000 principal amount of convertible debentures originally issued by Meta Growth ("Convertible Debentures") listed for trading on the TSXV, convertible at $0.22 per Common Share ("Conversion Price"). Following the Share Consolidation, the number of listed Convertible Debentures outstanding will not be altered; however, the conversion terms will be adjusted in accordance with the terms of the debenture indenture dated November 23, 2018, as supplemented on November 16, 2020, such that the Conversion Price will be adjusted to $3.30 per post-Share Consolidation Common Share.

    Upon completion of the Share Consolidation, a letter of transmittal will be sent by mail to registered shareholders advising that the Share Consolidation has taken effect. The letter of transmittal will contain instructions on how registered shareholders can exchange their share certificates or Direct Registration System ("DRS") statements evidencing their pre-consolidation Common Shares for new share certificates or new DRS statements representing the number of post-consolidation Common Shares to which they are entitled.

    Beneficial shareholders holding their Common Shares through an intermediary may be subject to different procedures for obtaining their post-consolidation Common Shares. If you have questions in this regard, you are encouraged to contact your intermediary.

    

    The Company does not intend to change its name or seek a new stock trading symbol in connection with the Share Consolidation.

    The Company's new CUSIP number for the post-consolidation Common Shares is 42981E401 and the new ISIN number is CA42981E4013. There are no changes to the CUSIP number or ISIN number for the Meta Warrants, HITI Warrants or Convertible Debentures.

    About High Tide Inc.

    High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the most profitable Canadian retailer of recreational cannabis as measured by Adjusted EBIDTA,1 with 85 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide's retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com, Smokecartel.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide's strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

    ____________________


    1 Adjusted EBITDA is a non-IFRS financial measure.


    Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. Forward-looking statements regarding High Tide and its business include, but are not limited to, statements with respect to: the potential listing of High Tide's Shares on Nasdaq, the timing thereof, receipt of regulatory approval for, and the Form 40-F Registration Statement with the SEC. The forward-looking events and circumstances discussed in this press release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting High Tide, including risks relating to the listing of High Tide's securities in the United States, a shutdown of the United States government, the Nasdaq listing not providing High Tide with broadened access to international investors or enhance High Tide's liquidity, the Company not expanding globally, which could result in the Company not having a diversified business platform for growth, the Company not being well positioned to pursue additional opportunities for growth, or such opportunities no longer being available to High Tide, risks associated with the geographic markets in which High Tide operates, risks associated with fluctuations in exchange rates (including, without limitation, fluctuations in currencies), risks associated with the cannabis industry and the regulation thereof, the failure to comply with applicable laws, the failure to obtain regulatory approvals, economic factors, market conditions, the equity and debt markets generally, risks associated with growth and competition, general economic and stock market conditions, risks and uncertainties detailed from time to time in High Tide's filings with the SEC and Canadian Securities Administrators, the COVID-19 pandemic nationally and globally and the response of governments to the COVID-19 pandemic in respect of the operation of retail stores and other risks and many other factors beyond the control of High Tide. Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

    Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. High Tide disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

    c View original content to download multimedia:

    http://www.prnewswire.com/news-releases/high-tide-announces-details-of-consolidation-to-meet-nasdaq-listing-requirements-301289365.html SOURCE High Tide Inc.

    c View original content to download multimedia: http://www.newswire.ca/en/releases/archive/May2021/12/c3858.html

    %SEDAR: 00045217E

    For further information: Omar Khan, Senior Vice President, Corporate and Public Affairs, omar@hightideinc.com, Tel. 1 (647) 985-4401

    CO: High Tide Inc.

    CNW 06:00e 12-MAY-21

    

    High Tide Commences Trading on Consolidated Basis

    CALGARY, AB, May 13, 2021 /CNW/ - High Tide Inc. ("High Tide" or the "Company") (TSXV: HITI) (OTCQB: HITID) (FRA: 2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, is pleased to announce that further to its press releases dated May 12, 2021, all of its issued and outstanding common shares ("Common Shares") began trading on a post- consolidation basis on May 13, 2021.

    

    High Tide Inc. _ May 13, 2021 (CNW Group/High Tide Inc.)

    On May 12, 2021, the Company announced that the Common Shares would be consolidated on the basis of one (1) post-consolidation Common Share for each fifteen (15) pre-consolidation Common Shares (the "Share Consolidation"). The Share Consolidation represents another step towards the listing of the Common Shares on The Nasdaq Stock Market LLC ("Nasdaq") by meeting the minimum share price requirement set by Nasdaq.

    The Share Consolidation has reduced the number of existing Common Shares from 690,834,719 Common Shares to approximately 46,055,653 Common Shares. A letter of transmittal was sent by mail to registered shareholders advising that the Share Consolidation has taken effect. The letter of transmittal contains instructions on how registered shareholders can exchange their share certificates or Direct Registration System ("DRS") statements evidencing their pre-consolidation Common Shares for new share certificates or new DRS statements representing the number of post-consolidation Common Shares to which they are entitled.

    As disclosed on the press release dated May 12, 2021, there are currently 35,193,728 Common Shares purchase warrants originally issued by Meta Growth ("Meta Warrants") listed for trading on the TSX Venture Exchange ("TSXV") (TSXV: HITI.WT). As a result of the Share Consolidation, the number of listed Common Warrants outstanding was not altered; however, the exercise terms were adjusted in accordance with the terms of the warrant indenture dated February 26, 2020, as supplemented on November 16, 2020, such that 15 Meta Warrants are now exercisable for 0.824 post-Share Consolidation Common Share following the payment of an adjusted price of $4.35, meaning that effectively holders of Meta Warrants will be entitled to receive one post- Share Consolidation Common Share upon exercising 18.2 Meta Warrants and paying $5.28.

    Furthermore, there are currently 23,958,332 Common Shares purchase warrants originally issued as a part of a bought deal ("HITI Warrants") listed for trading on the TSXV (TSXV: HITI.WR). As a result of the Share Consolidation, the number of HITI Warrants outstanding was not altered; however, the exercise terms were adjusted in accordance with the terms of the warrant indenture dated February 22, 2021, such that fifteen HITI Warrants are now exercisable for one post-Share Consolidation Common Share following the payment of

    an adjusted price of $8.70.

    In addition, there are currently $900,000 principal amount of convertible debentures originally issued by Meta Growth ("Convertible Debentures") listed for trading on the TSXV (TSXV: HITI.DB). As a result of the Share Consolidation, the number of listed Convertible Debentures outstanding was not altered; however, the conversion terms were adjusted in accordance with the terms of the debenture indenture dated November 23, 2018, as supplemented on November 16, 2020, such that Conversion Price is now adjusted to $3.30 per one post-Share Consolidation Common Shares.

    

    About High Tide

    High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the most profitable Canadian retailer of recreational cannabis as measured by Adjusted EBIDTA,[1] with 85 current locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide's retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com, Smokecartel.com, CBDcity.com, and Fabcbd.com, and its wholesale

    distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide's strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB).

    Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

    Cautionary Note Regarding Forward-Looking Statements

    Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. Forward-looking statements regarding High Tide and its business include, but are not limited to, statements with respect to: the potential listing of High Tide's Shares on Nasdaq, the timing thereof, receipt of regulatory approval for, and the Form 40-F Registration Statement with the SEC. The forward- looking events and circumstances discussed in this press release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting High Tide, including risks relating to the listing of High Tide's securities in the United States, a shutdown of the United States government, the Nasdaq listing not providing High Tide with broadened access to international investors or enhance High Tide's liquidity, the Company not expanding globally, which could result in the Company not having a diversified business platform for growth, the Company not being well positioned to pursue additional opportunities for growth, or such opportunities no longer being available to High Tide, risks associated with the geographic markets in which High Tide operates, risks associated with fluctuations in exchange rates (including, without limitation, fluctuations in currencies), risks associated with the cannabis industry and the regulation thereof, the failure to comply with applicable laws, the failure to obtain regulatory approvals, economic factors, market conditions, the equity and debt markets generally, risks associated with growth and competition, general economic and stock market conditions, risks and uncertainties detailed from time to time in High Tide's filings with the SEC and Canadian Securities Administrators, the COVID-19 pandemic nationally and globally and the response of governments to the COVID-19 pandemic in respect of the operation of retail stores and other risks and many other factors beyond the control of High Tide. Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

    ____________________

    1 Adjusted EBITDA is a non-IFRS financial measure.

    Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. High Tide disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

    c View original content to download multimedia:

    http://www.prnewswire.com/news-releases/high-tide-commences-trading-on-consolidated-basis-301290426.html SOURCE High Tide Inc.

    c View original content to download multimedia:
http://www.newswire.ca/en/releases/archive/May2021/13/c4558.html

    

    %SEDAR: 00045217E

    For further information: CONTACT INFORMATION: Omar Khan, Senior Vice President, Corporate and Public Affairs, omar@hightideinc.com, Tel. 1 (647) 985-4401

    CO: High Tide Inc.

    CNW 06:00e 13-MAY-21