重大事件
外國發行人報告
6-K
2026-07-06
High Tide 採納新股東權利計劃以確保加拿大大麻牌照合規
AI 繁中摘要
High Tide 宣布採納新股東權利計劃 🇨🇦
申報類型:6-K(表格 6-K 日期為 2026 年 7 月 6 日)
High Tide Inc.(納斯達克:HITI,TSXV:HITI,法蘭克福:2LYA)董事會已批准採納兩項股東權利計劃:一項臨時股東權利計劃及一項經修訂及重述的股東權利計劃,均於 2026 年 6 月 26 日與權利代理 Olympia Trust Company 簽訂協議。經修訂計劃是對 2025 年 4 月 10 日原計劃的更新,並將在 2025 年 5 月 30 日股東大會上批准的基礎上加入新措施。
計劃目的:確保公司持續遵守適用的加拿大 cannabis 法規,維持其 cannabis 牌照,並確保所有股東在面對任何收購要約時獲得公平對待,同時讓董事會有機會物色、徵求及談判能提升價值的替代方案。此舉並非針對已知或預期的收購要約。
主要修訂內容:擴大「取得人」(Acquiring Person)定義,涵蓋 (a) 安大略省 cannabis 零售營運牌照持有人,若連同其關聯方會導致或合理預期會導致公司違反《cannabis 牌照法》下的相關規定;以及 (b) 卑詩省 cannabis 零售店牌照持有人,若會導致公司持有或控制超過規定數量的牌照,或違反該省《cannabis 發牌規例》第 6 及第 7 條的要求。此外亦包括行政性質修訂(更正法規引用及更新定義)。其餘條款與其他加拿大公司常見的權利計劃相似,但加入確保合規的特定條文。
由於原本的股東權利計劃僅能經股東批准修改,董事會先行採納臨時計劃作為過渡措施,以應對新的零售營運限制,待股東於 2026 年 8 月 11 日會議上批准經修訂及重述的計劃。如獲批准,臨時計劃將失效,經修訂計劃將成為唯一生效的權利計劃,有效期為三年。
TSXV 已接受經修訂計劃,但條件是公司須在採納後六個月內獲得股東批准。有關計劃的詳細條款將載於將在股東會議前郵寄的管理層信息通告中。
對投資者的潛在意義:新計劃屬於防禦性措施,旨在防止未經股東同意的惡意收購,同時確保公司不會因股權結構變動而失去關鍵的 cannabis 牌照。投資者應注意,這並不代表目前有任何收購要約,但反映管理層對監管合規的重視。股東需在 8 月 11 日會議上就經修訂計劃投票。短期內,股價可能因消息而波動,但計劃本身有助穩定公司營運基礎。
(背景:High Tide 為加拿大第二大 cannabis 零售品牌 Canna Cabana 的母公司,擁有 228 間國內分店及 1 間國際分店,並在德國擁有藥業分銷業務。)
展開英文正文
EX-99.1
2
ex991.htm
NEWS RELEASE DATED JULY 6, 2026
Exhibit
99.1
High Tide Announces Adoption of New Shareholder
Rights Plans
CALGARY, AB, July 6, 2026 /CNW/ - High Tide Inc. ("High
Tide" or the "Company") (Nasdaq: HITI) (TSXV: HITI) (FSE: 2LYA), the high-impact, retail-forward enterprise built to deliver
real-world value across every component of cannabis, announced today that its board of directors (the "Board") has approved
the adoption of a shareholder rights plan agreement (the "Temporary Shareholder Rights Plan"), and an amended and restated shareholder
rights plan (the "Amended and Restated Shareholder Rights Plan", and together with the Temporary Shareholder Rights Plan, the
"Plans") pursuant to agreements entered into with Olympia Trust Company, as Rights Agent, dated June 26, 2026. The Amended and
Restated Shareholder Rights Plan amends and restates the shareholder rights plan originally adopted by the Board on April 10, 2025 and
ratified by the Company's shareholders at the Company's annual general and special meeting held on May 30, 2025 to include the measures
set out in the Temporary Shareholder Rights Plan.
High Tide Inc., July 6, 2026 (CNW Group/High Tide
Inc.)
The purpose of the Plans is to ensure the Company
maintains compliance with applicable cannabis laws and is able to maintain its cannabis licenses, and to ensure that all shareholders
are treated fairly in connection with any offer to acquire the outstanding common shares of the Company and that the Board has the opportunity
to identify, solicit, develop and negotiate value-enhancing alternatives to any unsolicited take-over bid. The Plans have not been adopted
in response to, or in anticipation of, any known or anticipated take-over bid or similar transaction.
The key amendments reflected in the Plans include,
expanding the definition of "Acquiring Person" to include (a) cannabis retail operator license holders in Ontario, who together
with their affiliates, would cause or would reasonably be expected to cause the Company to be non-compliant with Section 2 of General,
O. Reg. 468/18 made under the Cannabis Licence Act, 2018 (Ontario), and (b) cannabis retail store licence holders in British Columbia
who would cause or would reasonably be expected to cause the Company to be non-compliant with requirements applicable to a cannabis retail
store licence relating to holding or having control or influence over more than the prescribed number of licences, or the requirements
set out in Sections 6 and 7 of Cannabis Licensing Regulation, BC Reg. 202/2018; and (ii) other amendments of an administrative nature,
including correcting statutory references and updating defined terms. The Plans are otherwise similar to rights plans adopted by other
Canadian companies and ratified by their shareholders, except for provisions that ensure the Company maintains compliance with applicable
cannabis laws and is able to maintain its cannabis licenses.
Because the Company's existing Shareholder Rights
Plan may only be amended with shareholder approval, the Board adopted the Temporary Shareholder Rights Plan as an interim measure to address
the new retail operator restrictions pending shareholder approval of the Amended and Restated Shareholder Rights Plan. The Company does
not intend to seek shareholder ratification of the Temporary Shareholder Rights Plan at the August 11, 2026 meeting. If the Amended and
Restated Shareholder Rights Plan is ratified by shareholders, the Temporary Shareholder Rights Plan will lapse and the Amended and Restated
Shareholder Rights Plan will serve as the single, comprehensive rights plan going forward.
If ratified by shareholders of the Company, the Amended
and Restated Shareholder Rights Plan will be in effect for a term of three years.
The Amended and Restated Shareholder Rights Plan has
been accepted by the TSXV, subject to certain conditions, including ratification of the Amended and Restated Shareholder Rights Plan by
the Company's shareholders within six months of its adoption.
A summary of the principal terms and conditions of
the Amended and Restated Shareholder Rights Plan will be set out in the Company's Management Information Circular to be mailed to shareholders
prior to the shareholders meeting on August 11, 2026. A copy of each of the Plans will be filed on the Company's profile pages on SEDAR+
and EDGAR.
ABOUT HIGH TIDE
High Tide, Inc. is the leading community-grown, retail-forward
cannabis enterprise engineered to unleash the full value of the world's most powerful plant. Its wholly owned subsidiary, Canna Cabana,
is the second-largest cannabis retail brand globally. High Tide (HITI) is uniquely-built around the cannabis consumer, with wholly-diversified
and fully-integrated operations across all components of cannabis, including:
Retail: Canna Cabana™ is the largest
cannabis retail chain in Canada, with 228 domestic and 1 international location. The Company's Canadian bricks-and-mortar operations span
British Columbia, Alberta, Saskatchewan, Manitoba, and Ontario, holding a growing 12% share of the market. In 2021, Canna Cabana became
the first cannabis discount club retailer in the world. The Company also owns and operates multiple global e-commerce platforms offering
accessories and hemp-derived CBD products. In 2025, the Company became the first North American cannabis operator to launch a bricks-and-mortar
presence in Germany.
Medical Cannabis Distribution: Remexian Pharma
GmbH is a leading German pharmaceutical company, with a 14% share of the German medical cannabis market, built for the purpose of importation
and wholesale of medical cannabis products at affordable prices. Among all German medical cannabis procurers, Remexian has one of the
most diverse reaches across the globe and is licensed to import from 19 countries including Canada.
High Tide consistently moves ahead of the currents,
having been named one of Canada's Top Growing Companies by the Globe and Mail's Report on Business in 2025 for the fifth consecutive year
and was recognized as a top 50 company by the TSX Venture Exchange (the "TSXV") in 2022, 2024 and 2025. High Tide was also ranked
number one in the retail category on the Financial Times list of Americas' Fastest Growing Companies for 2023. To discover the full impact
of High Tide, visit www.hightideinc.com. For investment performance, don't miss the High Tide profile pages on SEDAR+ and EDGAR.
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.
CONTACT INFORMATION
Media Inquiries
Omar Khan
Chief Communications and Public Affairs Officer
High Tide Inc.
[email protected]
403-770-3080
Investor Inquiries
Vahan Ajamian
Capital Markets Advisor
High Tide Inc.
[email protected]
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking
information" and "forward-looking statements" within the meaning of applicable securities laws (collectively, "forward-looking
statements"). Forward-looking statements are often, but not always, identified by words such as "expect", "intend",
"plan", "believe", "anticipate", "estimate", "may", "will", "could",
"should" and similar expressions. Forward-looking statements in this news release include, without limitation, statements relating
to: the receipt of final approval from the TSXV of the Plans, and the ratification by the Shareholders of the Amended and Restated Shareholder
Rights Plan.
Forward-looking statements are based on management's
current expectations and assumptions as of the date of this news release. Forward-looking statements are subject to risks, uncertainties
and other factors that may cause actual results to differ materially, including, without limitation: delays or inability to obtain required
regulatory approvals or authorizations; changes in competitive, market or consumer conditions; operational risks associated with opening
and operating new stores; and the other risk factors discussed under the heading "Non-Exhaustive List of Risk Factors" in Schedule
A to our current annual information form, and elsewhere in this press release, as such factors may be further updated from time to time
in our periodic filings, available at www.sedarplus.ca and www.sec.gov, which factors are incorporated herein by reference. Forward-looking
statements contained in this press release are expressly qualified by this cautionary statement and reflect the Company's expectations
as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, estimates or opinions, future events or results, or otherwise, or to explain any material
difference between subsequent actual events and such forward-looking information, except as required by applicable law.
View original content to download multimedia:https://www.prnewswire.com/news-releases/high-tide-announces-adoption-of-new-shareholder-rights-plans-302817981.html
SOURCE High Tide Inc.
View original content to download multimedia: http://www.newswire.ca/en/releases/archive/July2026/06/c3894.html
%CIK: 0001847409
CO: High Tide Inc.
CNW 06:00e 06-JUL-26