Investor Presentation Vertically-Integrated Cannabis Enterprise - - PowerPoint PPT Presentation

Investor Presentation

March 2019

Vertically-Integrated Cannabis Enterprise Celebrating 10 Years of Business in 2019 Downstream Growth Initiatives

DISCLAIMER

FORWARD-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

• f 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 March 4, 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

CSE:HITI

Company Snapshot

4

1 March 11, 2019. 2 Over the last three months. 3 As at March 8, 2018 4 2018 audited year-end financials.

Exchange & Ticker: CSE:HITI / Frankfurt:2LY Share Price1: $0.46 Average Daily Volume2: 315,449 Share Outstanding (basic): 197 million Market Capitalization: $86 million Total Employees3: 125 Revenue4 $8.7 million Gross Margin4 $3.1 million Total Assets4 $25.9 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%

• f 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 & 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; 10 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 12 locations supplied directly by RGR (8 franchises and 4 corporate stores) Headquartered in Amsterdam, Grasscity.com is the world’s premier

• nline 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 Grover

Founder, President & Chief Executive Officer

• Mr. Grover is the founder of High Tide and its

subsidiary companies

• f

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

• f

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

• f

Investor Relations Program. In his personal life, Mr. Kuzyk spends time volunteering in the community for the benefit

• f causes about which he is

passionate.

Andy Palalas

Chief Revenue Officer Mr. Palalas is responsible for developing distribution channels, sourcing new market

• pportunities and overseeing the revenue portfolio
• f 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

• f

ground-level business development through to

• verarching marketing

strategy, Andy has most recently taken Famous Brandz from inception to one of the leading manufacturers

• f

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.

Alex Mackay

Chief Operating Officer

• Mr. Mackay joined High Tide in February 2019

after a 21-year career at Shaw Communications,

• ne
• f

Canada’s largest telecommunications firms. Known as an adaptable leader with a track record of driving breakthrough results, Alex has extensive

• perational

experience including roles as Senior Director of Contact Centers and Retail Operations, National Director of Field Support Operations and National Sales Director. Key milestones include the achievement of industry-leading customer satisfaction scores, proven increases to incremental sales and revenues and the creation and implementation

• f

a suite

• f

new Standard Operational Practices adopted across a +10K employee

• rganization.

Mr. Mackay’s achievements have been grounded in exceptional people practices, including targeted acquisition of top talent and building high-performing teams. Raised in Victoria BC, Mr. Mackay completed his degree at the University of Victoria and moved with his family to Calgary in 2012.

Board of Directors

7

Raj Grover

Executive Chairman

• Mr. Grover is the founder of High Tide and its

subsidiary companies

• f

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 Kwan

CEO, CannaIncome Fund CannaIncome Fund is a private investment company focused

• n

the cannabis and cannabis-related sectors. Its aim is to provide yield and capital appreciation upside, via valuation arbitrage

• pportunities

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

• rigination,

negotiation, and execution

• f

many investment banking mandates, including private placements, initial public

• fferings,

short-form prospectus

• fferings,

mergers, acquisitions, and divestitures, with an aggregate transaction value of over $1 billion.

Nader BenAissa

External 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

• n

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 Rosen

MP, 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

• f

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 Kaushal

Managing Director, PwC Canada

Advisors

8

Alan Friedman

President, 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

• f 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

• f 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 Posen

Partner, 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

• n 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 Kanji

VP 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.

SECRETARY-TREASURER STRATEGIC ADVISORS

Milestone Timeline

Growth to 3 Smoker’s Corner Locations

2009 2012 2018 2015

Founded Founded Co-founded Growth to 7 Smoker’s Corner Locations Welcomed to the Canadian Franchise Association Growth to 19 Smoker’s Corner Locations Founded Acquired remaining 50% of Co-founded Founded; 10 Current Locations Listed as HITI on

• Dec. 17, 2018

Acquired 1st franchised Smoker’s Corner location

9

10

Vision

Grow organically and through acquisition to become a valuable, retail-focused, vertically-integrated enterprise with global operations

Goals

Short-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

• rganization

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 acquisitions Corporate transactions

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 SKUS Exclusive 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

LICENSES

15 15

16

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 12 Current Locations Turn-key Model Existing Revenue

8 franchises 4 corporate stores 7 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

12 existing locations

TODAY

One of Canada’s Largest Counter-Culture Chains

Scalable Franchise Model

2 new locations opening in early 2019

20

Smoker’s Corner

10 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
• ptimization 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 Media

34 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”

Headshop: grasscity.com Forums: forum.grasscity.com

Strategic Rationale for Acquisition

24

Manufacturing

• Design & Production
• Brand Licensing

Distribution

• Optimized Logistics;

ship from North America to local customers

• Multiple Warehouses

Retail

• Established Online
• SEO & Social Media

Access 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 RETAIL WHOLESALE

~ $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

• f 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 MARKET

Projected 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 March 2019 Current Stores Open Provincial Licence Applications Development Permits Leases Target Number of Stores AB 10 36 36 36 37 BC 2 8 SK 1 Wholesale* 1 2 ON 20 75 Total 10 37 36 59 122

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

29

Canna Cabana

30

Ten Stores Now Open in Alberta

Lethbridge Whitecourt Grande Prairie Beaumont Calgary Edmonton

Kush Bar

31

Our Next Retail Cannabis Concept: Modern - Open - Relaxed

32

Future Concept

Corporate Information

CSE:HITI

Recent Initiatives

34

FACILITY EXPANSION SHARES

Securing Retail Leases

Pin-pointing locations across Canada

High Tide Went Public

CSE:HITI December 17, 2018 Opened January 2019

27,000 Square Foot Distribution Centre

35

December 19, 2018 High Tide Closes its Previously Announced Acquisition of Grasscity December 14, 2018 High Tide to Commence Trading on the CSE under “HITI” Stock Symbol on December 17th January 9, 2019 High Tide featured at AltaCorp Institutional Investor Conference, Lift & Co. Expo and Benzinga Cannabis Capital Conference 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 24, 2019 High Tide Announces the Opening of its Sixth and Seventh Canna Cabana Stores 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 February 12, 2019 Selected to Assist a Second Winner of the Ontario Cannabis Retail Lottery January 7, 2019 High Tide Announces the Opening of its Fifth Canna Cabana Store February 27, 2019 High Tide Announces the Opening of its Tenth Canna Cabana Store March 5, 2019 High Tide Announces Both Cannabis Retail Store Lottery Counterparts in Ontario Proceeding to Eligibility Phase of Review March 4, 2019 High Tide Announces 2018 Year End Financial Results

CSE:HITI

2018 Audited Financials1

For the Year Ended October 31

Summary Income Statement Revenue Revenue $8,748,766 Gross Margin 3,109,689 Net Loss for the Year ($4,532,551) Summary Balance Sheet As at October 31, 2018 As at October 31, 2018 Cash & Equivalents $8,198,164 Current Liabilities $2,589,770 Accounts Receivable 855,221 Non-Current Liabilities 17,313 Inventory 3,463,076 Long-Term Debt

• Non-Current Assets

8,412,907 Total Equity 23,315,411 Total Assets $25,922,494 Total Debt & Equity $25,922,494

36

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

CSE:HITI

Equity Capitalization Table

37 “2LY” LISTED ON THE

Share Capitalization Table

Common 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 Common Shares to be issued on exercise of

• utstanding Broker Warrants

2,387,350 Common Shares to be issued on exercise of Warrants underlying the Broker Warrants 1,193,675 Common Shares to be issued on exercise of

• utstanding Prior-Issued Warrants

670,680 Options 9,262,500 Fully-Diluted Shares Outstanding 229,961,877 As at February 28, 2019

CSE:HITI

COMPANY RETAIL STORE BRAND PRIMARY STOCK SYMBOL RETAIL EXPERIENCE (Brick & Mortar) RETAIL EXPERIENCE (Online) WHOLESALE EXPERIENCE LICENSED PRODUCTION Market Cap (MM) as at 11/03/19 Revenue (MM) (TTM) Market Cap / Revenue Choom Holdings Choom CSE: CHOO

X X X

Acquired LP applicants in BC and SK $125 $nil n/a Fire & Flower Fire & Flower TSXV: FAF Cannabis retail since 2018 Some accessories;

• nline cannabis sales in

SK

X X

$154 ~$10 ~15.4x Inner Spirit Holdings Spiritleaf CSE: ISH Franchises; watches and fashion accessories

X X X

$50 $3.2 15.6x National Access Cannabis Meta TSXV: META Cannabis retail since 2018 Medical consultation and delivery

X X

$158 $5.7 27.7x Solo Growth YSS TSXV: SOLO: X

X X X

$34 $nil n/a Westleaf Prairie Records TSXV: WL

Cannabis retail since 2019 X X

Indoor cultivation facility under construction $358 $nil n/a AVERAGE: $145 $6.3 23.1x

High Tide Canna Cabana, KushBar 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 licensed cannabis accessories X $86 $8.7 9.9x

Canadian Retail Cannabis Landscape

CSE:HITI

Growth by Acquisition

39

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

CSE:HITI

CV

Strategic Partners

40 Retail Build-Outs: Technology: Finance: Government Relations: Legal: Notable Investors: Auditor: Security:

Why Invest?

41

Compelling Investment Opportunity in Downstream Cannabis Leader

OUT IN FRONT

Ahead of the industry on leasing, municipal outreach and number of eligible locations.

READY TOP OF MIND

A loyal, built-in audience across Canada and nearly a decade of retail presence.

STOCKED

A manufacturer, distributor and retailers’ perspective on the hottest cannabis adjacent goods. Ready and available at the highest margins possible.

NOT GUESSING

A proven success model, ready for retail cannabis. Franchise infrastructure backed by financing for the fastest deployment in the country.

(403) 265-4207 High Tide Inc. 11127 15th St. NE, Units #111-113 Calgary, AB T3K 2M4 ir@HighTideInc.com HighTideInc.com 1.888.9.420.420

Raj Grover Founder, President, CEO & Chairman raj@hightideinc.com Nick Kuzyk, MBA Chief Strategy Officer & SVP Capital Markets nick@hightideinc.com

42

APPENDIX

44

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.

45

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

• f 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

• ffering 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.

46

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

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,

• r 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

• ffering 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

• n 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,

• r 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.

47

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

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;

• r

(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.

48

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

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.