High Tide Inc. (CNSX:HITI) submitted a non-binding term sheet to acquire Meta Growth Corp. (TSXV:META) on June 15, 2020. High Tide Inc. (CNSX:HITI) entered into an agreement to acquire Meta Growth Corp. (TSXV:META) for CAD 30.7 million on August 20, 2020. Under the terms of the agreement, High Tide will acquire all of the issued and outstanding shares of Meta Growth, with each shareholder of Meta Growth receiving 0.824 of a High Tide share. It is expected that holders of Meta Growth's options and warrants will receive the same consideration they would have received as if they were Meta Growth's shareholders at the closing of the transaction. Post transaction, the shareholders of Meta Growth will hold approximately 45.625% ownership in the combined entity.

As per announcement on September 25, 2020, existing High Tide shareholders will hold approximately 54.979% ownership in the combined entity and META Shareholders will hold approximately 45.021% ownership in the combined entity. Following the transaction, High Tide intends to apply to list the shares of High Tide on the TSXV, and High Tide and Meta Growth intend to apply to delist the shares of High Tide and Meta Growth from the CSE and the TSXV respectively. The agreement includes a termination fee and reverse termination fee of CAD 2 million in the event that the transaction is terminated as a result of a breach of the non-solicitation covenants and CAD 1 million in the event of breach of representations and warranties.

Upon completion of the transaction, two independent Directors of Meta Growth will be appointed to serve on the Board of Directors of High Tide and will replace two Directors of High Tide. Raj Grover, Chief Executive Officer of High Tide, and his team will lead the combined entity. Mark Goliger, Chief Executive Officer and Michael Cosic, Chief Financial Officer of Meta Growth will ensure that there is an orderly transition. As part of the transaction, High Tide will retain certain members of the experienced and well regarded team of Meta Growth. Upon closing the High Tide Board will consist of five members, being Chris Brawn and Christian Sinclair, each of whom will be nominees of Meta Growth, and Harkirat (Raj) Grover, Arthur Kwan and Nitin Kaushal, each of whom will be nominees of High Tide.

As of October 21, 2020, Meta Growth announced that Michael Cosic and Christian Sinclair will act as its nominees to the Board of Directors of High Tide upon close of the transaction. Michael Cosic replaces Chris Brawn as one of Meta Growth's Board nominees of High Tide. Chris Brawn will continue as an advisor to the High Tide Board upon closing of the transaction.

The transaction is subject to, among other things, due diligence review, definitive transaction documentation, the approval of shareholders of Meta Growth, receipt of required regulatory and court approvals, High Tide shares listing on the TSXV, High Tide and the locked-up shareholders shall have entered into the lock-up agreements, all third person, consents from secured and unsecured debt holders and other consents, Meta Growth and its subsidiaries having received resignations and mutual releases from each director and officer of Meta Growth and its subsidiaries, holders of no more than 5% of all of the issued and outstanding shares of Meta Growth having validly exercised dissent rights and other customary closing conditions. The transaction does not require High Tide shareholders' approval. The Boards of Directors of each of High Tide and Meta Growth have unanimously approved the transaction. Certain Directors of Meta Growth, officers and other significant shareholders representing 14.1% of the outstanding shares of Meta Growth have entered into voting and support agreements to vote in favor of the transaction.

The Board of Directors of Meta Growth unanimously recommends that Meta Growth's shareholders vote in favor of the resolution to approve the transaction at the Special Meeting. Echelon Wealth Partners Inc. stated that the consideration to be received by holders of Meta Growth's shares pursuant to the transaction is fair, from a financial point of view, to the holders of Meta Growth's shares. The holders of over 66 2/3% of Meta Growth's CAD 21.2 million principal amount convertible debentures have agreed to extend the maturity date by 12 months to November 2022 and have consented to the transaction, in consideration for reducing the conversion price from CAD 1.08 to CAD 0.22 per High Tide share.

As of October 27, 2020, the shareholders of Meta Growth Corp. have approved the transaction at its special meeting of shareholders. As of November 17, 2020, the transaction received the approval of TSX Venture Exchange for the listing of High Tide's common shares, warrants, each exercisable for one common share of High Tide, and secured convertible debentures of Meta Growth, which are convertible into common shares of High Tide. The transaction is expected to complete in the fourth quarter of 2020. As of September 25, 2020, the transaction is expected to close on or around October 28, 2020. As of October 28, 2020, the transaction is expected to be completed on or before the end of November 2020. As of November 17, 2020, the transaction will close on or about November 18, 2020. High Tide is expected to be listed for trading on the TSXV as a Tier 2 Industrial Issuer and the securities of Meta Growth are expected to be delisted from the TSXV as of November 19, 2020. Transaction is expected to close in Q4 2020.

ATB Capital Markets Inc. acted as financial advisor and Shimmy Posen of Garfinkle, Biderman LLP acted as legal advisor to High Tide. Echelon Wealth Partners Inc. acted as financial advisor to Meta Growth and fairness opinion provider to Board of Directors of Meta Growth. Borden Ladner Gervais LLP acted as legal advisor to Meta Growth. Kingsdale Advisors is acting as proxy solicitor to Meta Growth, with a fee of CAD 50,000. TSX Trust acted as transfer agent to Meta Growth and Capital Transfer Agency Inc. acted as transfer agent to High Tide. Fasken Martineau DuMoulin LLP acted as legal advisor to Echelon Wealth Partners Inc..