UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2024
Commission File Number: 001-40258
HIGH TIDE INC.
(Registrant)
11127 - 15 Street N.E., Unit 112
Calgary, Alberta
Canada T3K 2M4
(Address of Principal Executive Offices)
Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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HIGH TIDE INC.
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(Registrant)
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Date: June 10, 2024
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By
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/s/ Raj Grover
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Raj Grover
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President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
99.1
HIGH TIDE INC.
NOTICE OF ANNUAL GENERAL AND
SPECIAL MEETING OF SHAREHOLDERS
TAKE NOTICE that the annual
general and special meeting (the “Meeting”) of shareholders (the “Shareholders”) of common
shares (“Common Shares”) of High Tide Inc. (the “Company”) will be held via live webcast
at www.agmconnect.com/hiti2024 at 10:00 a.m. (Calgary time) on July 9, 2024. The Company is conducting
an online-only Shareholders’ meeting. You will not be able to attend the Meeting physically.
The Meeting is being held for the
following purposes:
1. To
receive the audited annual financial statements of the Company for the year ended October 31, 2023, together with the report of the auditor
thereon;
2. To
reappoint Ernst & Young LLP as auditor of the Company for the ensuing year and to authorize the board of directors of the Company
(the “Board”) to fix the auditor’s remuneration;
3. To
fix the number of directors at five;
4. To
elect directors of the Company for the ensuing year, as more particularly set forth in the accompanying proxy and management information
circular for the Meeting (the “Information Circular”);
and
5. To
transact such other business as may be properly brought before the Meeting or any adjournment(s) or
postponement(s) thereof.
The specific details of the foregoing
matters to be put before the Meeting, as well as further information with respect to voting by proxy, are set forth in the Information
Circular.
The record date for the determination
of Shareholders entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof is May 27, 2024
(the “Record Date”). Shareholders whose names have been entered in the register of Shareholders at the close of business
on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof.
Shareholders who choose to attend
the Meeting will do so by following the instructions outlined the chart below. You will be able to access the Meeting using an internet
connected device such as a laptop, computer, tablet or mobile phone, and the Meeting platform will be supported across browsers and devices
that are running the most updates version of the applicable software plugins. Only registered Shareholders (“Registered Shareholders”)
and duly appointed proxyholders (including non-registered (beneficial) Shareholders who have appointed themselves as proxyholder) will
be entitled to attend, participate and vote at the meeting.
Notice-and-Access
The Company has elected to use
for the Meeting the notice-and-access provisions under National Instrument 54- 101 - Communication
with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) and National Instrument 51- 102 - Continuous
Disclosure Obligations (“NI 51-102” and together with NI 54-101, the “Notice-and-Access Provisions”)
of the Canadian Securities Administrators (the “CSA”). The Notice-and-Access Provisions are a set of rules developed
by the CSA that reduce the volume of materials that must be physically mailed to Shareholders by allowing the Company to post its Information
Circular and any additional materials online.
The Information Circular and all
additional materials have been posted in full on the Company’s website at www.hightideinc.com/invest,
through AGM Connect at www.agmconnect.com/hiti2024, under the Company’s System for Electronic
Document Analysis and Retrieval (“SEDAR+”) profile at www.sedarplus.ca, and
in the Company’s filings with the United States Securities Exchange Commission at www.sec.gov, instead of printing and mailing
out paper copies. All Shareholders of record as of the Record Date, will receive a notice and access notification containing instructions
on how to access the Information Circular and all additional materials.
Voting and Attending the
Meeting
VOTING |
IF YOU HAVE RECEIVED PROXY FORM WITH A VOTER ID & MEETING ACCESS CODE FROM AGM CONNECT |
IF YOU HAVE RECEIVED A PROXY OR VIF WITH A 16-DIGIT CONTROL NUMBER FROM AN INTERMEDIARY |
Voting Method |
Registered
Shareholders (your securities are held in your name in a physical certificate or
DRS
statement) |
Non-Registered Shareholders (your shares are held with a broker, bank, or other intermediary) |
Non-Registered Shareholders
(your
shares are held with a broker, bank, or other intermediary) |
Internet |
Login
to https://app.agmconnect.com
Using
the Meeting Access Code and Voter ID provided to you complete the form to Submit Proxy |
Go
to www.proxyvote.com
Enter
the 16- digit control number printed on the VIF and follow the instructions on screen |
Email |
Complete, sign and date the proxy form and email to: voteproxy@agmconnect.com |
N/A |
Telephone |
Call 1-855-839-3715 to register your vote
for the Meeting |
N/A |
Mail |
Enter your voting instructions, sign, date and return the form to AGM Connect in the enclosed envelope |
Enter your voting instructions, sign, date and return completed VIF in the enclosed postage paid envelope |
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ATTENDING
THE MEETING |
IF YOU HAVE RECEIVED PROXY FROM
WITH A VOTER ID AND MEETING ACCESS CODE
FROM AGM CONNECT |
IF YOU HAVE RECEIVED A PROXY OR VIF WITH A 16- DIGIT CONTROL NUMBER FROM AN INTERMEDIARY |
Registered Shareholders
(your securities are held
in your name in a physical certificate or DRS statement) |
Non-Registered Shareholders (your shares are held with a broker, bank, or other intermediary) |
Non-Registered Shareholders (your shares are held with a broker, bank, or other intermediary) |
PRIOR TO THE
MEETING |
Nothing needed.
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Appoint
yourself as proxyholder on your proxy and follow the instructions at www.agmconnect.com/hiti2024/ |
Appoint yourself as proxyholder as
instructed herein and on the VIF. |
Nothing needed.
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Following the proxy cut-off
date, your appointed proxyholder will be provided with an AGM Connect Voter ID and Meeting Access Code |
AFTER submitting your proxy appointment,
you MUST contact AGM Connect
to obtain a Voter ID and Meeting Access Code at
1-855-839-3715 or
voteproxy@agmconnect.com |
JOINING THE VIRTUAL
MEETING
(at least 15 minutes prior to start
of the
Meeting) |
Register and login at http://app.agmconnect.com
Registered Shareholders or validly
appointed Proxyholders will need to provide an email address,
AGM Connect Voter ID
and the Meeting Access Code |
Shareholders may request to receive
paper copies of the proxy materials in connection with the Meeting, at no cost, by emailing support@agmconnect.com,
or by calling 1-855-839-3715, up to the date of the Meeting or any adjournment(s) or postponement(s)
thereof, or thereafter by contacting the Company at 1-855-747-6420. Requests may be made up to one year from the date the Meeting
materials were filed on SEDAR+. In order to ensure that a paper copy of the Information Circular and additional materials can be delivered
to a Shareholder in time for such Shareholder to review the Information Circular and return a form of proxy or voting instruction form
prior to the deadline to receive proxies, it is strongly suggested that Shareholders ensure their request is received as early as possible.
Shareholders who would like more information about the Notice-and-Access Provisions should review the “Notice-and-Access”
section included in the Information Circular.
Your proxy or voting instructions
must be received in each case no later than 10:00 a.m. (Calgary time) on July 5, 2024, or two business days preceding the date of any
adjournment or postponement of the Meeting. If you are unable to attend the Meeting online, we encourage you to complete the enclosed
form of proxy as soon as possible. If a Shareholder received more than one form of proxy because such holder owns Common Shares registered
in different names or addresses, each form of proxy should be completed and returned. The Chair of the Meeting shall have the discretion
to waive or extend the proxy deadline without notice. Shareholders are reminded to review the Information Circular before voting.
If you are not a Registered Shareholder
and receive these materials through your broker or through another intermediary, please complete and return the voting instruction form
in accordance with the instructions provided to you by your broker or by the other intermediary.
In light of the Company’s
unwavering commitment to the health and well- being of its employees, customers, suppliers, partners, Shareholders, communities and other
stakeholders, the Company will be conducting the Meeting in a virtual-only format. A virtual-only meeting format is being adopted in order
to enfranchise and give all of our Shareholders an equal opportunity to participate at the Meeting regardless of their geographic location
or the particular constraints, circumstances or risks they may be facing.
DATED at Calgary, Alberta,
May 27, 2024.
BY ORDER OF THE BOARD
/s/ “Harkirat (Raj)
Grover”
Harkirat (Raj) Grover
President, Chief Executive Officer,
and Director
Exhibit
99.2
This document is important and requires your
immediate attention. If you are in doubt as to how to deal with it, you should consult with your investment dealer, broker, bank manager,
lawyer, or other professional advisor.
![](https://www.sec.gov/Archives/edgar/data/1847409/000127956924000714/image_001.jpg)
NOTICE OF ANNUAL GENERAL AND
SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON
JULY 9, 2024
- AND -
MANAGEMENT INFORMATION CIRCULAR
HIGH TIDE INC.
NOTICE OF ANNUAL GENERAL AND
SPECIAL MEETING OF SHAREHOLDERS
TAKE NOTICE that the annual
general and special meeting (the “Meeting”) of shareholders (the “Shareholders”) of common
shares (“Common Shares”) of High Tide Inc. (the “Company”) will be held via live webcast
at www.agmconnect.com/hiti2024 at 10:00 a.m. (Calgary time) on July 9, 2024. The Company is conducting
an online-only Shareholders’ meeting. You will not be able to attend the Meeting physically.
The Meeting is being held for the
following purposes:
1. To
receive the audited annual financial statements of the Company for the year ended October 31, 2023, together with the report of the auditor
thereon;
2. To
reappoint Ernst & Young LLP as auditor of the Company for the ensuing year and to authorize the board of directors of the Company
(the “Board”) to fix the auditor’s remuneration;
3. To
fix the number of directors at five;
4. To
elect directors of the Company for the ensuing year, as more particularly set forth in the accompanying proxy and management information
circular for the Meeting (the “Information Circular”);
and
5. To
transact such other business as may be properly brought before the Meeting or any adjournment(s) or
postponement(s) thereof.
The specific details of the foregoing
matters to be put before the Meeting, as well as further information with respect to voting by proxy, are set forth in the Information
Circular.
The record date for the determination
of Shareholders entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof is May 27, 2024
(the “Record Date”). Shareholders whose names have been entered in the register of Shareholders at the close of business
on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof.
Shareholders who choose to attend
the Meeting will do so by following the instructions outlined the chart below. You will be able to access the Meeting using an internet
connected device such as a laptop, computer, tablet or mobile phone, and the Meeting platform will be supported across browsers and devices
that are running the most updates version of the applicable software plugins. Only registered Shareholders (“Registered Shareholders”)
and duly appointed proxyholders (including non-registered (beneficial) Shareholders who have appointed themselves as proxyholder) will
be entitled to attend, participate and vote at the meeting.
Notice-and-Access
The Company has elected to use
for the Meeting the notice-and-access provisions under National Instrument 54- 101 - Communication
with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) and National Instrument 51- 102 - Continuous
Disclosure Obligations (“NI 51-102” and together with NI 54-101, the “Notice-and-Access Provisions”)
of the Canadian Securities Administrators (the “CSA”). The Notice-and-Access Provisions are a set of rules developed
by the CSA that reduce the volume of materials that must be physically mailed to Shareholders by allowing the Company to post its Information
Circular and any additional materials online.
The Information Circular and all
additional materials have been posted in full on the Company’s website at www.hightideinc.com/invest,
through AGM Connect at www.agmconnect.com/hiti2024, under the Company’s System for Electronic
Document Analysis and Retrieval (“SEDAR+”) profile at www.sedarplus.ca, and
in the Company’s filings with the United States Securities Exchange Commission at www.sec.gov, instead of printing and mailing
out paper copies. All Shareholders of record as of the Record Date, will receive a notice and access notification containing instructions
on how to access the Information Circular and all additional materials.
Voting and Attending the
Meeting
VOTING |
IF YOU HAVE RECEIVED PROXY FORM WITH A VOTER ID & MEETING ACCESS CODE FROM AGM CONNECT |
IF YOU HAVE RECEIVED A PROXY OR VIF WITH A 16-DIGIT CONTROL NUMBER FROM AN INTERMEDIARY |
Voting Method |
Registered
Shareholders (your securities are held in your name in a physical certificate or
DRS
statement) |
Non-Registered Shareholders (your shares are held with a broker, bank, or other intermediary) |
Non-Registered Shareholders
(your
shares are held with a broker, bank, or other intermediary) |
Internet |
Login
to https://app.agmconnect.com
Using
the Meeting Access Code and Voter ID provided to you complete the form to Submit Proxy |
Go
to www.proxyvote.com
Enter
the 16- digit control number printed on the VIF and follow the instructions on screen |
Email |
Complete, sign and date the proxy form and email to: voteproxy@agmconnect.com |
N/A |
Telephone |
Call 1-855-839-3715 to register your vote
for the Meeting |
N/A |
Mail |
Enter your voting instructions, sign, date and return the form to AGM Connect in the enclosed envelope |
Enter your voting instructions, sign, date and return completed VIF in the enclosed postage paid envelope |
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ATTENDING
THE MEETING |
IF YOU HAVE RECEIVED PROXY FROM
WITH A VOTER ID AND MEETING ACCESS CODE
FROM AGM CONNECT |
IF YOU HAVE RECEIVED A PROXY OR VIF WITH A 16- DIGIT CONTROL NUMBER FROM AN INTERMEDIARY |
Registered Shareholders
(your securities are held
in your name in a physical certificate or DRS statement) |
Non-Registered Shareholders (your shares are held with a broker, bank, or other intermediary) |
Non-Registered Shareholders (your shares are held with a broker, bank, or other intermediary) |
PRIOR TO THE
MEETING |
Nothing needed.
|
Appoint
yourself as proxyholder on your proxy and follow the instructions at www.agmconnect.com/hiti2024/ |
Appoint yourself as proxyholder as
instructed herein and on the VIF. |
Nothing needed.
|
Following the proxy cut-off
date, your appointed proxyholder will be provided with an AGM Connect Voter ID and Meeting Access Code |
AFTER submitting your proxy appointment,
you MUST contact AGM Connect
to obtain a Voter ID and Meeting Access Code at
1-855-839-3715 or
voteproxy@agmconnect.com |
JOINING THE VIRTUAL
MEETING
(at least 15 minutes prior to start
of the
Meeting) |
Register and login at http://app.agmconnect.com
Registered Shareholders or validly
appointed Proxyholders will need to provide an email address,
AGM Connect Voter ID
and the Meeting Access Code |
Shareholders may request to receive
paper copies of the proxy materials in connection with the Meeting, at no cost, by emailing support@agmconnect.com,
or by calling 1-855-839-3715, up to the date of the Meeting or any adjournment(s) or postponement(s)
thereof, or thereafter by contacting the Company at 1-855-747-6420. Requests may be made up to one year from the date the Meeting
materials were filed on SEDAR+. In order to ensure that a paper copy of the Information Circular and additional materials can be delivered
to a Shareholder in time for such Shareholder to review the Information Circular and return a form of proxy or voting instruction form
prior to the deadline to receive proxies, it is strongly suggested that Shareholders ensure their request is received as early as possible.
Shareholders who would like more information about the Notice-and-Access Provisions should review the “Notice-and-Access”
section included in the Information Circular.
Your proxy or voting instructions
must be received in each case no later than 10:00 a.m. (Calgary time) on July 5, 2024, or two business days preceding the date of any
adjournment or postponement of the Meeting. If you are unable to attend the Meeting online, we encourage you to complete the enclosed
form of proxy as soon as possible. If a Shareholder received more than one form of proxy because such holder owns Common Shares registered
in different names or addresses, each form of proxy should be completed and returned. The Chair of the Meeting shall have the discretion
to waive or extend the proxy deadline without notice. Shareholders are reminded to review the Information Circular before voting.
If you are not a Registered Shareholder
and receive these materials through your broker or through another intermediary, please complete and return the voting instruction form
in accordance with the instructions provided to you by your broker or by the other intermediary.
In light of the Company’s
unwavering commitment to the health and well- being of its employees, customers, suppliers, partners, Shareholders, communities and other
stakeholders, the Company will be conducting the Meeting in a virtual-only format. A virtual-only meeting format is being adopted in order
to enfranchise and give all of our Shareholders an equal opportunity to participate at the Meeting regardless of their geographic location
or the particular constraints, circumstances or risks they may be facing.
DATED at Calgary, Alberta,
May 27, 2024.
BY ORDER OF THE BOARD
/s/ “Harkirat (Raj)
Grover”
Harkirat (Raj) Grover
President, Chief Executive Officer,
and Director
TABLE OF CONTENTS
NOTICE-AND-ACCESS |
6 |
APPOINTMENT
AND REVOCATION OF PROXIES |
7 |
ADVICE
TO BENEFICIAL HOLDERS OF COMMON SHARES |
7 |
VOTING
OF PROXIES |
8 |
RECORD
DATE AND QUORUM |
8 |
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON |
8 |
VOTING
SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES |
9 |
CURRENCY |
9 |
CORPORATE
GOVERNANCE DISCLOSURE |
9 |
PERFORMANCE
GRAPH |
9 |
STATEMENT
OF EXECUTIVE COMPENSATION |
10 |
Compensation
Discussion and Analysis Introduction |
10 |
Compensation
Philosophy and Objectives |
10 |
Elements
of Compensation |
10 |
Summary
Compensation Table |
12 |
Outstanding
Option-Based and Share-Based Awards |
13 |
Stock
Option Plans and Other Incentive Plans |
13 |
Employment,
Consulting and Management Agreements and Termination and Change of Control Benefits |
14 |
Pension
Disclosure |
15 |
Incentive
Plan Awards - Value Vested or Earned During the Year |
15 |
Director
Compensation |
16 |
Director
Compensation - Outstanding Option-Based and Share-Based Awards |
16 |
Director
Compensation - Incentive Plan Awards - Value
Vested or Earned During the Year |
17 |
SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN |
17 |
INDEBTEDNESS
OF DIRECTORS AND EXECUTIVE OFFICERS |
17 |
INTEREST
OF INFORMED PERSONS IN MATERIAL TRANSACTIONS |
17 |
PARTICULARS
OF MATTERS TO BE ACTED UPON |
18 |
OTHER
BUSINESS |
20 |
INDICATION
OF OFFICER AND DIRECTORS |
20 |
ADDITIONAL
INFORMATION |
21 |
OTHER
MATTERS |
21 |
SCHEDULE
“A” CORPORATE GOVERNANCE GUIDELINES |
22 |
SCHEDULE
“B” - AUDIT COMMITTEE CHARTER |
28 |
SCHEDULE
“C” - NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER |
34 |
SCHEDULE
“D” - CODE OF ETHICS |
38 |
SCHEDULE
“E” - COMPENSATION COMMITTEE CHARTER |
43 |
MANAGEMENT INFORMATION CIRCULAR
as at May 27, 2024
This management information circular
(this “Information Circular”) is furnished in connection with the solicitation of proxies by the management of High
Tide Inc. (the “Company”) for use at the annual general and special meeting (the “Meeting”) of its
shareholders (the “Shareholders”) to be held virtually at 10:00 a.m. (Calgary time) on July 9, 2024 for the purposes
set forth in the accompanying notice of the Meeting (the “Notice of Meeting”).
Information
contained herein is given as of May 27, 2024, the effective date of this Information Circular (the “Effective Date”), unless
otherwise stated. Shareholders can attend the Meeting by visiting www.agmconnect.com/hiti2024.
You will not be able to attend the Meeting physically. If you plan to vote at the Meeting, it is important that you are connected to
the internet at all times during the Meeting. It is your responsibility to ensure internet connectivity for the duration of the Meeting.
We recommend that you log-in at least fifteen minutes before the Meeting starts. If you encounter any difficulties accessing the virtual
Meeting during the log-in or Meeting time, please call the technical support number that will be posted on the Meeting log-in page.
In this Information Circular, (i)
references to “the Company”, “we” and “our” refer to High Tide Inc., (ii) “Common
Shares” means the common shares without par value in the capital of the Company, (iii) “Beneficial Shareholders”
means Shareholders who do not hold Common Shares in their own name, (iv) “intermediaries” refers to brokers, investment
firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders, and (v) “Management”
refers to the management of the Company.
Management will use the Notice-and-Access
Provisions (as defined below) to conduct the solicitation of proxies in connection with this Information Circular. Proxies may also be
solicited by telephone or email by directors, officers, or employees of the Company, or by agents engaged by the Company. Brokers, nominees,
or other persons holding Common Shares in their names for others shall be reimbursed for their reasonable charges and expenses in forwarding
proxies and proxy material to the beneficial owners of such Common Shares. The costs of soliciting proxies will be borne by the Company.
NOTICE-AND-ACCESS
The Company has elected to deliver
the materials in respect of the Meeting pursuant to the notice-and-access provisions (“Notice-and-Access Provisions”)
concerning the delivery of proxy-related materials to Shareholders found in section 9.1.1 of National Instrument 51-102 -
Continuous Disclosure Obligations (“NI 51-102”), in the case of Registered Shareholders, and section
2.7.1 of National Instrument 54-101 - Communication with Beneficial Owners of Securities
of a Reporting Issuer (“NI 54-101”), in the case of Beneficial Shareholders. The Notice-and-Access Provisions are
a set of rules that reduce the volume of proxy-related materials that must be physically mailed to Shareholders by allowing issuers to
deliver meeting materials to Shareholders electronically by providing Shareholders with access to these materials online.
The use of the Notice-and-Access
Provisions reduces paper waste and mailing costs to the Company. In order for the Company to utilize the Notice-and-Access Provisions
to deliver proxy-related materials by posting this Information Circular (and if applicable, other materials) electronically on a website
that is not System for Electronic Document Analysis and Retrieval (“SEDAR+”), the Company must send a notice to Shareholders,
including Beneficial Shareholders, indicating that the proxy-related materials have been posted and explaining how a Shareholder can access
them or obtain a paper copy of those materials from the Company.
In accordance with the Notice-and-Access
Provisions, a notice and a form of proxy or voting instruction form (“VIF”) has been sent to all Shareholders informing
them that this Information Circular, the Notice of Meeting, annual audited consolidated financial statements of the Company for the year
ended October 31, 2023 (the “Financial Statements”) and management’s discussion and analysis of the Company’s
results of operations and financial condition for the year ended October 31, 2023 (the “MD&A”) are available online
and explaining how these materials may be accessed, in addition to outlining relevant dates and matters to be discussed at the Meeting.
This Information Circular, the Notice of Meeting, Financial Statements and MD&A have been posted in full on the Company’s website
at
www.hightideinc.com/invest,
through AGM Connect at www.agmconnect.com/hiti2024, under the Company’s SEDAR+ profile
at www.sedarplus.ca, and in the Company’s filings with the United States Securities Exchange
Commission (the “SEC”) at www.sec.gov.
Any Shareholder who wishes to receive
a paper copy of the proxy material in connection with the Meeting must contact AGM Connect toll-free at 1-855-839-3715 and provide your
Voter ID, or you may electronically submit a request by emailing support@agmconnect.com up to
the date of the Meeting or any adjournment(s) or postponement(s) thereof, or thereafter by contacting the AGM Connect at 1-855-839-3715.
In order to ensure that paper copies of the materials can be delivered to a requesting Shareholder in time for such Shareholder to review
materials and return a form of proxy or VIF prior to the deadline to receive proxies, it is strongly suggested that Shareholders ensure
their request is received as early as possible.
Shareholders who would like more
information about the Notice-and-Access Provisions may contact the transfer agent, Olympia Trust Company at CSSnoticeandaccess@olympiatrust.com
up to and including the date of the Meeting, including any adjournment(s) thereof.
APPOINTMENT
AND REVOCATION OF PROXIES
Shareholders will receive a form
of proxy for use at the Meeting. The persons named in the form of proxy are directors and/or officers of the Company. A Shareholder
submitting a proxy has the right to appoint a nominee (who need not be a Shareholder) to represent such Shareholder at the Meeting other
than the persons designated in the enclosed form of proxy by inserting the name of the chosen nominee in the space provided for that purpose
on the form of proxy and by striking out the printed names.
Shareholders must provide AGM Connect
with their appointee’s exact name and a valid email to access the Meeting. Appointees can only be validated at the Meeting using
the unique Voter ID and Meeting Code provided to them by AGM Connect after their appointment has been received by the Shareholder. If
Shareholder does not provide a valid email address, the appointee will not be able to access the Meeting.
A form of proxy will not be valid
for the Meeting or any adjournment(s) or postponement(s) thereof unless it is signed by the Shareholder or by the Shareholder’s
attorney authorized in writing or, if the Shareholder is a corporation, it must be executed by a duly authorized officer or attorney
thereof. The proxy, to be acted upon, must be dated, completed, signed and deposited with AGM Connect: (i) by mail using the enclosed
return envelope addressed to AGM Connect, 401 Bay Street, Suite 2704, Toronto ON, M4H 2Y4, (ii) by telephone at 1-855-839-3715 and follow
the instructions provided (you will need to provide your unique Voter ID and Meeting), or (iii) via internet by following the instructions
at www.agmconnect.com/hiti2024. If you vote through the internet, you may also appoint another
person to be your proxyholder. Please login to https://app.agmconnect.com and complete the form
on the voting page. You will require your unique Voter ID, Meeting Code (found on your Voter Information Sheet) and a valid email of
choice. Your proxy or voting instructions must be received in each case no later than 10:00 a.m. (Calgary time) on July 5, 2024, or two
business days preceding the date of any adjournment(s) or postponement(s) of the Meeting.
A Shareholder who has given a proxy
may revoke it prior to its use, in any manner permitted by law, including by an instrument in writing executed by the Shareholder or by
his attorney authorized in writing or, if the Shareholder is a corporation, executed by a duly authorized officer or attorney thereof
and deposited at the registered office of the Company at Unit 112, 11127 - 15 Street N.E., Calgary, Alberta, T3K 2M4, any time up to and
including the last business day preceding the day of the Meeting, or any adjournment(s) or postponement(s) thereof, at which the proxy
is to be used or with the chair of the Meeting on the day of the Meeting or any adjournment(s) or postponement(s) thereof.
ADVICE
TO BENEFICIAL HOLDERS OF COMMON SHARES
The information set forth in this
section is of significant importance to many Shareholders who hold Common Shares through brokers and their nominees, as a substantial
number of Shareholders do not hold Common Shares in their own name. Shareholders who hold their Common Shares through their brokers, intermediaries,
trustees or other persons, or who otherwise do not hold their Common Shares in their own name (referred to herein as “Beneficial
Shareholders”) should note that only proxies deposited by Shareholders who appear on the records maintained by the Company’s
registrar and transfer agent as registered holders of Common Shares will be recognized and acted upon at the Meeting. If Common Shares
are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares will, in all likelihood, not
be registered in the Shareholder’s name. Such Common Shares will more likely be registered under the name of the Shareholder’s
broker or an agent of the broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration
name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). In the United States,
the vast majority of such Common Shares are registered under the name Cede & Co. (the registration name for The Depositary Trust Company,
which acts as nominee for many United States brokerage firms). Common Shares held by brokers (or their agents) on behalf of a broker’s
client can only be voted or withheld at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their
agents and nominees are prohibited from voting shares for the broker’s clients. Each Beneficial Shareholder should therefore ensure
that the voting instructions are communicated to the appropriate person well in advance of the Meeting.
Existing regulatory policy requires
brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings.
The various brokers and intermediaries have their own mailing procedures and provide their own return instructions to clients, which should
be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often the form
of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the instrument of
proxy provided directly to the Registered Shareholders by the Company. However, its purpose is limited to instructing the Registered Shareholder
(i.e. the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The Beneficial Shareholder is requested
to complete and return the VIF to them by mail or facsimile. Alternatively, the Beneficial Shareholder can call 1-855-839-3715 or email:
voteproxy@agmconnect.com to vote the Common Shares held by the Beneficial Shareholder.
Beneficial Shareholders who have
not objected to their intermediary disclosing certain ownership information about themselves to the Company are called Non-Objecting Beneficial
Owners (“NOBOs”). Beneficial Shareholders who have objected to their intermediary disclosing ownership information
about themselves to the Company are called Objecting Beneficial Owners (“OBOs”). In accordance with the requirements
of NI 54-101, the Company has elected to send the Notice of Meeting and this Information Circular (collectively, the “Meeting Materials”)
directly to NOBOs.
The Meeting Materials are being sent
to both Registered Shareholders and Beneficial Shareholders. If you are a Beneficial Shareholder, and the Company or its agent has sent
these materials to you, your name and address and information about your holdings of securities have been obtained in accordance with
applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you
directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials
to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting
instructions.
The Meeting Materials sent to the
NOBOs who have not waived the right to receive meeting materials are accompanied by a VIF, instead of a proxy. By returning the VIF in
accordance with the instructions noted on it, a NOBO can instruct the voting of the Common Shares owned by the NOBO. VIFs, whether provided
by the Company or by an intermediary, should be completed and returned in accordance with the specific instructions of the VIF. The purpose
of this procedure is to permit Beneficial Shareholders to direct the voting of the Common Shares which they beneficially own. Should a
Beneficial Shareholder who receives a VIF wish to attend the Meeting or have someone else attend on the Beneficial Shareholder’s
behalf, the Beneficial Shareholder may request a legal proxy as set forth in the VIF, which will grant the Beneficial Shareholder, or
Beneficial Shareholder’s nominee, the right to attend and vote at the Meeting.
A Beneficial Shareholder who receives
a VIF cannot use the form to vote Common Shares directly at the Meeting. The VIF must be returned to the intermediary (or instructions
respecting the voting Common Shares must otherwise be communicated to the intermediary) well in advance of the Meeting in order to have
the Common Shares voted. Although a Beneficial Shareholder may not be recognized at the Meeting for the purposed of voting Common Shares
registered in the name of the broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the Registered Shareholder and
vote Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as
proxyholder for the registered holder, should contact AGM Connect by emailing: support@agmconnect.com
well in advance of the Meeting to determine the step necessary to permit them to indirectly vote their Common Shares as a proxyholder.
All references to Shareholders in
this Information Circular and the accompanying VIF or proxy and Notice of Meeting are to Registered Shareholders unless specifically stated
otherwise.
VOTING
OF PROXIES
All Common Shares represented at
the Meeting by properly executed proxies will be voted on any matter that may be called for and, where a choice with respect to any matter
to be acted upon has been specified in the accompanying form of proxy, the Common Shares represented by the proxy will be voted in accordance
with such instructions. In the absence of any such instruction, the persons whose names appear on the printed form of proxy will vote
in favour of all the matters set out thereon.
The enclosed form of proxy confers
discretionary authority upon the persons named therein. If any other business or amendments or variations to matters identified in the
Notice of Meeting properly comes before the Meeting, then discretionary authority is conferred upon the person appointed in the proxy
to vote in the manner they see fit, in accordance with their best judgment.
At the time of the printing of this
Information Circular, Management knows of no such amendment, variation or other matter to come before the Meeting other than the matters
referred to in the Notice of Meeting.
RECORD
DATE AND QUORUM
The board of directors of the Company
(the “Board”) has fixed the record date for the Meeting at the close of business on May 27, 2024 (the “Record
Date”). The Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to vote those shares
included in the list of the Shareholders entitled to vote at the Meeting prepared as at the Record Date.
The quorum for the transaction of
business at a meeting of Shareholders is two persons who are, or who represent by proxy, Shareholders entitled to vote at the meeting
who hold, in the aggregate, at least twenty five percent of the votes attached to the outstanding Common Shares.
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
The directors and officers of the
Company have an interest in the resolutions concerning the election of directors. Otherwise, no director or senior officer of the Company
or any associate or affiliate of the foregoing has any substantial interest, direct or indirect, by way of beneficial ownership of Common
Shares or otherwise in the matters to be acted upon at the Meeting, except for any interest arising from the ownership of Common Shares
where the Shareholder will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of Common Shares.
VOTING
SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES
The voting securities of the Company
consists of Common Shares. The Company is authorized to issue an unlimited number of Common Shares. As of the Effective Date, 80,420,167
Common Shares were issued and outstanding, with each such share carrying the right to one vote at the Meeting.
Other than as disclosed below,
as at the Effective Date, to the knowledge of the Company, and based on the Company’s review of the records maintained by Olympia
Trust Company, electronic filings with SEDAR+, the SEC, and insider reports filed with System for Electronic Disclosure by Insiders (“SEDI”),
no person or company beneficially owns, or controls or directs, directly or indirectly, ten percent or more of any class of voting securities
of the Company, on a non-diluted basis.
Name |
Aggregate Number of
Common Shares |
Percentage of Outstanding
Common Shares |
Harkirat (Raj) Grover |
6,699,318(1) |
8.33% |
Note:
1. Includes
4,162,381 Common Shares directly owned by Mr. Grover, as well as the following Common Shares, beneficially owned by Mr. Grover: (i) 274,657
Common Shares held by Grover Family Trust, a non-arm’s length entity to Mr. Grover,
(ii) 750,887 Common Shares held
by 2088550 Alberta Ltd., an entity wholly owned by Mr. Grover and his spouse, Roza Grover, (iii) 7,099 Common Shares held by Grover Investments
Inc., an entity wholly owned by Mr. Grover and Ms. Grover, and (iv) 1,504,294 Common Shares held by Ms. Grover.
CURRENCY
In this Information Circular, unless
otherwise indicated, all references to “$” refer to Canadian dollars.
CORPORATE
GOVERNANCE DISCLOSURE
The Company’s statement of
corporate governance practices is set out in Schedule “A” to this Information Circular. Governance of the Company is governed
by the nominating and corporate governance committee of the Company (the “Nominating and Corporate Governance Committee”),
a copy of the Nominating and Corporate Governance Committee Charter is attached as Schedule “C” to this Information Circular.
PERFORMANCE
GRAPH
The
following graph compares the total cumulative return to a Shareholder who invested $100 in Common Shares on December 17, 2018, with the
cumulative total returns of the S&P/TSX Composite Index and Horizons Marijuana Life Sciences Index ETF as at the October 31 year end
date of the Company for each year following December 17, 2018:
![](https://www.sec.gov/Archives/edgar/data/1847409/000127956924000714/graph.jpg)
Notes:
1. As
at December 18, 2018, the Company was trading on Canadian Securities Exchange under the symbol “HITI”.
2. Effective
market opening on November 19, 2020, the Common Shares commenced trading on the TSX Venture Exchange (the “TSXV”) under
the stock symbol “HITI”.
As described in this Information
Circular, the compensation policy for the Company’s directors and Named Executive Officers (as defined below) is primarily tied
to financial performance of the business and long-term Shareholder value and not specifically to Common Share performance.
STATEMENT
OF EXECUTIVE COMPENSATION
(FOR THE YEAR ENDED OCTOBER 31,
2023)
Compensation
Discussion and Analysis Introduction
The purpose of this Compensation
Discussion and Analysis is to provide information about the Company’s philosophy, objectives and processes regarding executive compensation.
This disclosure is intended to communicate the compensation provided to: (i) the Chief Executive Officer of the Company (the “CEO”),
(ii) the Chief Financial Officer of the Company (the “CFO”), (iii) each of the three most highly compensated executive
officers of the Company, if any, whose individual total compensation was more than $150,000 for the year ended October 31, 2023, (iv)
each individual who satisfies the criteria under paragraph (iii) but for the fact the individual was not an executive officer of the Company,
nor acting in a similar capacity, at as October 31, 2023 (collectively, the “Named Executive Officers”) and (v) the
directors of the Company. During the year ended October 31, 2023, the Named Executive Officers of the Company were Harkirat (Raj) Grover,
Sergio Patino, Andy Palalas, Aman Sood, and Omar Khan. The description of the Company’s compensation philosophy and objectives and
the elements of such compensation for the year ended October 31, 2023 is set forth below:
Compensation
Philosophy and Objectives
The executive compensation program
adopted by the Company and applied to its executive officers is designed to attract and retain qualified and experienced executives who
will contribute to the success of the Company. The executive compensation program attempts to ensure that the compensation of
the senior executive officers provides a competitive base compensation package and a strong link between corporate performance
and compensation. Senior executive officers are motivated through the program to enhance long-term shareholder value and rewarded for
their yearly individual contribution in the context of overall annual corporate performance.
Elements
of Compensation
The executive compensation program
during the year, ended October 31, 2023 consisted of three principal components: base compensation, discretionary cash bonuses and long-term
compensation in the form of compensation securities consisting of stock options (“Options”)
and restricted share units (“RSUs”) issued pursuant to the Company’s 20%
fixed equity incentive plan (the “Omnibus Plan”). For the year ended October 31, 2023, all executive compensation was
determined and administered by the board of directors of the Company (the “Board”) based on recommendations
by the compensation committee of the Company (the “Compensation Committee”).
Information with respect to the Compensation
Committee and its policies and practices for the compensation of the directors and executive officers of the Company can be found in Schedule
“E” attached to this Information Circular.
Compensation Components
To ensure market competitiveness,
the Compensation Committee considers comparable compensation data from Canadian cannabis and consumer packaged goods companies that are
generally of similar size and scope and that may represent the market in which the Company competes for executive talent. The composition
of the external compensation peer group is reviewed periodically by the Compensation Committee for its ongoing business relevance to the
Company. The publicly available compensation data from the external compensation peer group was used as a main factor in the review and
consideration of compensation levels and the composition of compensation for the Company’s executive officers and directors.
The factors assessed by the Compensation
Committee in determining the external compensation peer group included operational and geographical focus, exchanges where issuers’
securities are listed, market capitalization, total revenue, total assets, annual cash flows, and annual levels of capital expenditures.
The following table reflects the
composition of the Company’s external compensation peer group for the year ended October 31, 2023:
Canadian Reference Group |
Fire & Flower Holdings Corp. |
The Supreme Cannabis Company, Inc. |
The Valens Company |
Aurora Cannabis Inc. |
Sundial Growers Inc. |
Alcanna Inc. |
Base Compensation
Base compensation for the Named
Executive Officers is set annually, having regard to the individual’s job responsibilities, contribution, experience and proven
or expected performance, market conditions, as well as to the current and future financial condition of the Company. It is designed to
provide income certainty and to attract and retain executives. In setting base compensation levels, consideration is given to such factors
as level of responsibility, experience and expertise. Subjective factors such as leadership, commitment and attitude are also considered.
Management and the Board have generally considered publicly available information regarding the compensation
levels of executives of similarly sized companies within the industry in setting compensation. Although the Company strives to
compensate the Named Executive Officers within industry expectations, the base compensation may, from time to time, be reviewed depending
on the results of operations.
Named
Executive Officers and directors are not permitted to purchase financial instruments (including prepaid variable forward contracts,
equity swaps, collars, or units of exchange funds) that are designed to hedge or offset a decrease in market value of equity securities
granted as compensation or held, directly or indirectly, by the Named Executive Officer or director.
Discretionary Cash Bonus
The executive compensation program
for the Named Executive Officers includes eligibility for discretionary incentive cash bonuses. The bonuses are awarded based on objectives
set by the Board and Board’s assessment of the Company and its executive’s performance and contribution. Objectives may include
strategic, financial, and operational performance goals, as well as personal performance objectives, including implementation of new strategic
initiatives, the development of innovations, organizational development and other factors. The resulting
bonus entitlements, if any, will therefore vary between Named Executive Officers.
Omnibus Plan
On April 19, 2022, the Board approved
the Omnibus Plan, which was effective June 2, 2022, upon the Company receiving disinterested Shareholder approval at the 2022 Meeting,
pursuant to which the Company is able to issue share-based and cash-based long-term incentives to eligible participants. The Omnibus
Plan replaced the former Option plan (the “Stock Option Plan”) and RSU plan (the “RSU Plan”) of
the Company (together, the “Predecessor Plans”). A copy of the Omnibus Plan is available under the Company’s
SEDAR+ profile at www.sedarplus.ca.
All directors, officers, employees,
management company employees and consultants of the Company and/or its affiliates (“Participants”) are eligible to
receive Awards (as defined below) under the Omnibus Plan, subject to the terms of the Omnibus Plan. Awards include Options, stock appreciation
rights, restricted share awards, RSUs, performance shares, performance units, cash-based awards and other share-based awards (collectively,
the “Awards”), under the Omnibus Plan.
To provide a long-term component
to the executive compensation program, the Company adopted the Omnibus Plan. During the year
ended October 31, 2023, the Company granted an aggregate total of 2,328,790 Awards to Named Executive
Officers and directors, comprised of 1,931,790 Options and 397,027 RSUs. The maximization of Shareholder value is encouraged by
granting Awards. Recommendations for Awards
have historically considered factors such as Awards made in previous years, the number of Awards
outstanding per individual and the individual’s level of responsibility.
Risk Analysis
The Board and Compensation Committee
considered risks associated with executive compensation and do not believe that the Company’s
executive compensation policies and practices encourage its executive officers to take inappropriate or excessive risks. Aside
from a fixed base salary, Named Executive Officers are compensated through the granting of Awards, which are compensation that is both
“at risk” and associated with long-term value creation. The value of such compensation is dependent upon Shareholder return
over the Option and RSU vesting periods which reduces the incentive for executives to take inappropriate or excessive risks as their long-term
compensation is at risk.
Summary
Compensation Table
The following table provides information
concerning compensation of the Named Executive Officers for the years ended October 31, 2023, 2022 and 2021:
Name and Position |
Year |
Salary
($) |
Share-
Based Awards
($) |
Option-
Based Awards
($)(1) |
Non-Equity Incentive Plan Compensation |
Pension
Value
($) |
All Other Compensation ($)(3) |
Total
Compensation
($) |
Annual
Incentive Plans
($)(2) |
Long-Term Incentive Plans
($) |
Harkirat (Raj) Grover(4)
President, CEO and Director |
2023
2022
2021 |
550,000
450,000
330,000 |
224,999
Nil
Nil |
851,175
Nil
1,364,550 |
412,500
225,000
264,000 |
Nil
Nil
Nil |
Nil
Nil
Nil |
85,206(11)
84,781
36,500 |
2,123,879
759,781
1,995,050 |
Sergio Patino(5)
CFO |
2023
2022
2021 |
264,038
Nil
Nil |
Nil
Nil
Nil |
54,960
Nil
Nil |
25,000
Nil
Nil |
Nil
Nil
Nil |
Nil
Nil
Nil |
773
Nil
Nil |
334,771
Nil
Nil |
Andy Palalas
Chief Marketing Officer(9) |
2023
2022
2021 |
212,000
200,000
165,000 |
24,998
Nil
Nil |
141,862
Nil 430,500 |
79,500
25,000
66,000 |
Nil
Nil
Nil |
Nil
Nil
Nil |
5,367
2.889
2,889 |
463,727
227,889
664,398 |
Aman Sood(6)
Chief Operating Officer |
2023
2022
2021 |
280,000
225,000
101,260 |
56,248
Nil
8,807(7) |
142,431
Nil 430,500 |
105,000
56,250
40,260(8) |
Nil
Nil
Nil |
Nil
Nil
Nil |
1,855
Nil
Nil |
585,534
281,250
615,078 |
Omar Khan(10)
Chief Communications and Public
Affairs Officer |
2023
2022
2021 |
214,148
190,000
165,000 |
Nil
Nil
Nil |
119,875
195,150
90,262 |
82,500
25,000
24,750 |
Nil
Nil
Nil |
Nil
Nil
Nil |
1,855
1,855
1,855 |
418,378
412,005
281,868 |
Notes:
1. Based
on the grant date fair value determined in accordance with International Financial Reporting Standards 2, Share-based Payment and estimated
using the Black Scholes pricing model, with the following key assumptions for grants during 52 weeks ended: October 31, 2021: risk-free
interest rate 0.13% to 0.91% and expected volatility of 198% to 146%; October 31, 2022: risk-free interest rate 0.33% to 3.1% and expected
volatility of 88% to 98%; October 31, 2023: risk-free interest rate 3.11% to 4.97% and expected volatility of 66% to 92%.
2. Annual
incentive plan compensation amounts were awarded based on performance relative to established performance targets.
3. Represents
the fair value of other allowances provided.
4. Mr.
Grover did not receive any compensation as a director of the Company during the fiscal years ended October 31, 2023, 2022 and 2021.
5. Mr.
Patino was appointed as interim CFO on February 28, 2023 and permanent CFO on August 1, 2023. Prior to that, he was a consultant for the
Company and his reported salary includes consulting fees.
6. Mr.
Sood was appointed as Chief Operating Officer on March 15, 2021. Mr. Sood was an employee of Meta Growth Corp. (“Meta”)
prior to the Company’s plan of arrangement.
7. Represents
an RSU award by Meta prior to the Company’s acquisition; however, the award was settled by the Company on March 23, 2021, after
the acquisition. These RSUs were allocated prior to him becoming a Named Executive Officer of the Company.
8. Mr.
Sood’s 2021 bonus payable was prorated to 61% to reflect his appointment date of March 21, 2021.
9. Mr.
Palalas’ title changed from Chief Revenue Officer to Chief Marketing Officer on November 5, 2023.
10. Mr.
Khan joined the Company as Senior Vice-President - Corporate & Public Affairs on January 11, 2021, and was promoted to Chief Communications
and Public Affairs Officer effective January 11, 2023.
11. Includes
$42,409 in home security costs.
Outstanding
Option-Based and Share-Based Awards
The following table sets forth
information with respect to the Options and RSUs held by the Named Executive Officers which were outstanding as of October 31, 2023:
|
Option-Based Awards |
Share-Based Awards |
Name and Position |
Number of Securities
Underlying Unexercised Options |
Option
Exercise Price
($) |
Option
Expiration Date |
Value of unexercised
in-the- money Options
($) |
Number of Shares or Units of Shares that have not vested |
Market
Value or payout value of share- based awards
that have not vested
($) |
Market
value or payout value of vested share- based awards not paid out or distributed
($) |
Harkirat (Raj) Grover
President, CEO & Director |
200,000
100,000
900,000 |
11.55
3.00
2.75 |
Mar. 19, 2024
Nov. 25, 2023
Sept. 29, 2026 |
Nil
Nil
Nil |
120,967 |
240,724 |
Nil |
Sergio Patino
CFO |
80,000 |
1.70 |
Aug. 18, 2026 |
Nil |
Nil |
Nil |
Nil |
Andy Palalas
Chief Marketing Officer |
50,000
50,000
150,000 |
11.55
3.00
2.75 |
Mar. 19, 2024
Nov. 25, 2023
Sept. 29, 2026 |
Nil
Nil
Nil |
13,440 |
24,746 |
Nil |
Aman Sood
Chief Operating Officer |
50,000
25,000
100,000 |
11.55
2.47
2.75 |
Mar. 19, 2024
Nov. 29, 2023
Sept. 29, 2026 |
Nil
Nil
Nil |
30,241 |
60,180 |
Nil |
Omar Khan
Chief Communications and Public Affairs
Officer |
50,000
50,000
25,000
100,000 |
3.00
7.56
2.01
2.75 |
Dec. 8, 2023
Nov. 4, 2024
Jan. 11, 2026
Sept. 29, 2026 |
Nil
Nil
Nil
Nil |
Nil |
Nil |
Nil |
Stock
Option Plans and Other Incentive Plans
Omnibus Plan
On April 19, 2022, the Board approved
the Omnibus Plan, which replaced the Predecessor Plans.
Purpose of the Omnibus Plan
The Omnibus Plan serves several
purposes for the Company. One purpose is to advance the interests of the Company by developing the interests of Participants in the growth
and development of the Company by providing such persons with the opportunity to acquire a proprietary interest in the Company. All Participants
are considered eligible to be selected to receive an Award under the Omnibus Plan. Another purpose is to attract and retain key talent
and valuable personnel, who are necessary to the Company’s success and reputation, with a competitive compensation mechanism. Finally,
the Omnibus Plan aligns the interests of Participants with those of Shareholders by devising a compensation mechanism which encourages
the prudent maximization of distributions to Shareholders and long-term growth. The Omnibus Plan is administered by the Board, and/or
if applicable, a committee of the Board.
Omnibus Plan Maximum, Limits
and Vesting Restrictions
The maximum number of Common Shares
available and reserved for issuance, at any time, under the Omnibus Plan, together with any other security-based compensation arrangements
adopted by the Company, including the Predecessor Plans, was fixed at 20% of the issued and outstanding Common Shares on the Effective
Date, namely 12,617,734 Common Shares.
Common Shares underlying outstanding
Awards that for any reason expire or are terminated, forfeited or cancelled shall again be available for issuance under the Omnibus Plan.
Also, any Common Shares forfeited, cancelled or otherwise not issued for any reason under the predecessor Options or predecessor RSUs
pursuant to the Stock Option Plan and RSU Plan, respectively, shall be available for grants under the Omnibus Plan. Any predecessor Options
or predecessor RSUs outstanding under the Predecessor Plans shall remain subject to the terms of those awards and the Stock Option Plan
and RSU Plan, respectively.
Awards that by their terms are
to be settled solely in cash shall not be counted against the maximum number of Common Shares available for the issuance of Awards under
the Omnibus Plan.
No Awards, other than Options,
may vest before the date that is one year following the date it is granted or issued, although the vesting required of any such Awards
may be accelerated for a Participant who dies or who ceases to be an eligible Participant under the Omnibus Plan in connection with a
Change in Control (as such term is defined in the Omnibus Plan), take-over bid, reverse takeover or other similar transaction.
The aggregate number of Awards
which may be granted to any one Participant that is a consultant of the Company in any 12-month period must not exceed 2% of the issued
Common Shares calculated at the first such grant date. In addition, the aggregate number of Options granted to all persons retained to
provide investor relations activities must not exceed 2% of the issued Common Shares in any 12-month period calculated at the first such
grant date (and including any Participant that performs investor relations activities and/or whose role or duties primarily consist of
investor relations activities) and any such Options granted to any person retained to provide investor relations activities must vest
in a period of not less than 12 months from the date of grant of the Award and with no more than 25% of the Options vesting in any three
month period notwithstanding any other provision of the Omnibus Plan. The maximum aggregate number of Common Shares that are issuable
pursuant to all Awards granted or issued to Insiders (as such term is defined in the Omnibus Plan), as a group, must not exceed 10% of
the issued and outstanding Common Shares at any point in time, unless the Company has obtained the requisite disinterested Shareholder
approval. The maximum aggregate number of Common Shares that are issuable pursuant to all Awards granted or issued in any 12-month period
to Insiders, as a group, must not exceed 10% of the issued and outstanding Common Shares, calculated as at the date any Award is granted
or issued to any Insider, unless the Company has obtained the requisite disinterested Shareholder approval. The maximum aggregate number
of Common Shares issuable pursuant to Awards granted to any one Participant in any 12-month period must not exceed 5% of the issued and
outstanding Common Shares, calculated on the date the Award is granted or issued to the Participant, unless the Company has obtained the
requisite disinterested Shareholder approval. Participants who provide investor relations activities may not receive any Awards other
than Options.
As at October 31, 2023, the Company
had issued an aggregate total of 5,065,066 Awards outstanding under the Omnibus Plan, comprised of 4,578,731 Options and 486,335 RSUs
and a total of 7,552,668 Common Shares remained authorized for issuance under the Omnibus Plan.
Employment,
Consulting and Management Agreements and Termination and Change of Control Benefits
Other than as provided for at common
law and as disclosed below, (i) there is no agreement or arrangement that provides for payments to the Named Executive Officers or directors
at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change
of control of the Company or a change in the Named Executive Officers’ or directors’ responsibilities and (ii) there are no
contracts, agreements, plans or arrangements that provide for payments to a Named Executive Officer or director at, following or in connection
with respect to change of control of the Company, or severance, termination or constructive dismissal of or a change in a Named Executive
Officer’s or director’s responsibilities.
Harkirat (Raj) Grover - President,
CEO and Director
Pursuant to an executive employment
agreement, effective January 1, 2019, between the Company and Harkirat (Raj) Grover (the “Grover Agreement”), Mr. Grover
may terminate his employment with the Company for any reason by giving a minimum of 120 days written notice to the Company. In the event
the Company chooses to waive the 120- day written notice period, in whole or in part, Mr. Grover is entitled to receive pay in lieu of
notice for the remainder of the notice period, which was not worked, paid based solely on his base salary. The Grover Agreement also provides
that the Company may terminate Mr. Grover’s employment without cause by payment of a lump sum equal to the greater of: (i) two times
the sum of Mr. Grover’s annual base salary, annual value of perquisites and annualized value of benefit plans; and (ii) the value
of one and one half months of Mr. Grover’s annual base salary for each complete year of service from the commencement of Mr. Grover’s
employment as President of Smoker’s Corner (January 1, 2010), to a maximum of 36 months, and two times the sum of the annual value
of perquisites and annualized value of benefit plans. In 2021, the Grover Agreement was amended such that provisions for severance upon
a change of control and termination without cause were updated. In the event of termination upon a change of control, Mr. Grover is entitled
to be paid a lumpsum payment equal to 24 months of his then base salary and in the event of termination without cause, Mr. Grover is entitled
to be paid a lumpsum payment equal to 24 months of his then base salary. In addition, all vested, but granted Options will become immediately
vested. For illustration purposes, assuming that (i) Mr. Grover’s employment is terminated without notice by the Company, (ii) Mr.
Grover’s annual base salary, annual value of perquisites and annualized value of benefit plans is $486,500, and (iii) pursuant to
the Grover Agreement, Mr. Grover is entitled to the value of one and one half months of Mr. Grover’s annual base salary for each
complete year of service from the commencement of Mr. Grover’s employment as President of Smoker’s Corner (January 1, 2010),
to a maximum of 36 months, and two times the sum of the annual value of perquisites and annualized value of benefit plans at the time
of such termination, the Company estimates that Mr. Grover may be entitled to a lump sum payment of approximately $1,423,000.
Sergio Patino - CFO
Pursuant to an executive employment
agreement, effective August 1, 2023, between the Company and Sergio Patino Gomez (the “Patino Agreement”), Mr. Patino’s
employment with the Company may terminate without cause by giving a minimum of 12 months written notice by the Company. In the event the
Company chooses to waive the 12 month written notice period, in whole or in part, Mr. Patino is entitled to receive pay in lieu of notice
for the remainder of the notice period paid solely based on his base salary. In the event of termination upon a change of control, Mr.
Patino is entitled to be paid a lumpsum payment equal to 18 months of his then base salary. The final payment would also include all accrued
but unpaid base salary, vacation pay, and expenses properly incurred in the carrying out of his duties to the date of termination less
required withholdings. In addition, all vested, but granted Options will become immediately vested.
Andy Palalas - Chief Marketing
Officer
Pursuant to an executive employment
agreement, effective August 10, 2018, between the Company and Andy Palalas (the “Palalas Agreement”), Mr. Palalas’
employment with the Company may terminate for any reason by giving a minimum of 60 days written notice by the Company. In the event the
Company chooses to waive the 60-day written notice period, in whole or in part, Mr. Palalas is entitled to receive pay in lieu of notice
for the remainder of the notice period, paid solely based on his base salary. In 2021, the Palalas Agreement was amended such that provisions
for severance upon a change of control and termination without cause were updated. In the event of termination upon a change of control,
Mr. Palalas is entitled to be paid a lumpsum payment equal to 12 months of his then base salary and in the event of termination without
cause, Mr. Palalas is entitled to be paid a lumpsum payment equal to 12 months of his then base salary. The final payment would also include
all accrued but unpaid base salary, vacation pay, and expenses properly incurred in the carrying out of his duties to the date of termination
less required withholdings. In addition, all vested, but granted Options will become immediately vested.
Aman Sood - Chief Operating
Officer
Pursuant to an executive employment
agreement, effective March 21, 2021, between the Company and Aman Sood (the “Sood Agreement”), Mr. Sood’s employment
with the Company may terminate for any reason by giving a minimum of one month per year of service up to a maximum of 24 months. In the
event the Company chooses to waive the written notice period, in whole or in part, Mr. Sood is entitled to receive pay in lieu of notice
for the remainder of the notice period, paid solely based on his base salary. Subsequently, the Sood Agreement was amended such that provisions
for severance upon a change of control and termination without cause were updated. In the event of termination upon a change of control,
Mr. Sood is entitled to be paid a lumpsum payment equal to 18 months of his then base salary and in the event of termination without cause,
Mr. Sood is entitled to be paid a lumpsum payment equal to 12 months of his then base salary. The final payment would also include all
accrued but unpaid base salary, vacation pay and expenses properly incurred in the carrying out of his duties to the date of termination
less required withholdings. In addition, all vested, but granted Options will become immediately vested.
Omar Khan - Chief Communications
and Public Affairs Officer
Pursuant to an executive employment
agreement, effective January 11, 2023 between the Company and Omar Yar Khan (the “Khan Agreement”), Mr. Khan’s
employment with the Company may terminate without cause by giving a minimum of 12 months written notice by the Company. In the event the
Company chooses to waive the 12 month written notice period, in whole or in part, Mr. Khan is entitled to receive pay in lieu of notice
for the remainder of the notice period paid solely based on his base salary.
Pension
Disclosure
The Company does not have a pension
plan or any other plan that provides for payments or benefits at, following or in connection with retirement and is not currently providing
a pension to any directors of the Company or Named Executive Officers. The Company does not have a deferred compensation plan.
Incentive
Plan Awards - Value Vested or Earned During the Year
The following table sets forth
information with respect to the value of Awards granted pursuant to the Omnibus
Plan and Predecessor Plans to the Named Executive Officers that vested during the year ended October 31, 2023:
Name & Principal Position |
Option-Based Awards - Value Vested During Year ($) |
Share-Based Awards -
Value Vested During Year
($) |
Non-Equity Incentive Plan Compensation ($) |
Harkirat (Raj) Grover
President, CEO & Director |
Nil |
Nil |
Nil |
Sergio Patino
CFO |
Nil |
Nil |
Nil |
Andy Palalas
Chief Marketing Officer |
Nil |
Nil |
Nil |
Aman Sood
Chief Operating Officer |
Nil |
Nil |
Nil |
Omar Khan
Chief Communications and Public Affairs
Officer |
Nil |
Nil |
Nil |
Director
Compensation
The following table sets forth
all compensation to the non-Named Executive Officer directors during the year ended October 31, 2023:
Name |
Fees Earned ($) |
Share-
Based Awards
($) |
Option-
Based Awards
($) |
Annual
Incentive Plans
($) |
Pension Value ($) |
All Other Compensation ($) |
Total Compensation ($) |
Nitin Kaushal |
175,000 |
99,999 |
133,982 |
Nil |
Nil |
Nil |
408,980 |
Arthur Kwan |
110,000 |
99,999 |
118,219 |
Nil |
Nil |
Nil |
328,217 |
Andrea Elliott |
150,000 |
99,999 |
35,466 |
Nil |
Nil |
Nil |
285,464 |
Christian Sinclair |
100,000 |
99,999 |
82,754 |
Nil |
Nil |
Nil |
282,753 |
See “Outstanding Option-Based
and Share-Based Awards” below for disclosure of outstanding Awards held by the directors who were not also a Named Executive
Officers as at October 31, 2023.
The Board, with assistance of
the Compensation Committee, reviews the Company’s approach to director compensation. The Compensation Committee considers many factors,
including whether compensation fairly reflects the responsibilities and risks involved. The review of the Company’s director compensation
includes benchmarking against other Canadian cannabis and consumer packaged goods companies. Annual retainers have been intended to provide
an appropriate level of fixed compensation that will assist in director retention and recruitment.
Director
Compensation - Outstanding Option-Based and Share-Based Awards
The following table sets forth
information with respect to the Awards granted pursuant to the Omnibus
Plan and Predecessor Plans to the non-Named Executive Officer directors that were outstanding as of October 31, 202:
|
Option-Based Awards |
Share-Based Awards |
Name and Position |
Number of Securities
Underlying Unexercised Options |
Option
Exercise Price
($) |
Option
Expiration Date |
Value of unexercised
in-the- money Options
($) |
Number of Shares or Units of Shares that have not vested |
Market
Value or payout value of share- based awards
that have
not vested
($) |
Market
value or payout value of vested share- based awards not paid out or
Distributed
($) |
Nitin Kaushal |
66,667
141,667 |
3.00
2.75 |
Nov. 25, 2023
Sept. 29 2026 |
Nil |
53,763 |
106,988 |
Nil |
Arthur Kwan |
66,667
125,000 |
3.00
2.75 |
Nov. 25, 2023
Sept. 29 2026 |
Nil |
53,763 |
106,988 |
Nil |
Andrea Elliott |
66,667
37,500 |
3.90
2.75 |
Jan. 04, 2024
Sept. 29 2026 |
Nil |
53,763 |
106,998 |
Nil |
Christian Sinclair |
66,667
87,502 |
3.00
2.75 |
Nov. 25, 2023
Sept. 29 2026 |
Nil |
53,763 |
106,998 |
Nil |
Note:
1. Represents
grants made by Meta prior to the Company’s acquisition; however, each grant will be settled by the Company.
Director
Compensation - Incentive Plan Awards - Value
Vested or Earned During the Year
The following table sets forth
information with respect to the value of Awards granted pursuant to the Omnibus
Plan and Predecessor Plans to the non-Named Executive Officer directors that vested during the year ended October 31, 2023:
Name |
Option-based awards - Value vested during year ($) |
Share-Based Awards -
Value Vested During Year
($) |
Non-Equity Incentive Plan Compensation ($) |
Nitin Kaushal |
Nil |
77,395 |
Nil |
Arthur Kwan |
Nil |
74,568 |
Nil |
Andrea Elliott |
Nil |
31,101 |
Nil |
Christian Sinclair |
Nil |
50,006 |
Nil |
SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN
The following table sets forth
securities of the Company that are authorized for issuance under its equity compensation plan as at the end of the Company’s most
recently completed fiscal year, ending October 31, 2023:
Plan Category |
Number of Common Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights. |
Weighted Average Exercise Price of
Outstanding Options, Warrants and Rights |
Number of Common Shares Remaining Available for Issuance Under Equity Compensation Plans (Excluding Outstanding Securities Reflected in Column 1) |
Equity compensation plans approved by securityholders |
5,065,066(1) |
$3.25 |
7,552,668 |
Note:
1. These
securities include 2,640,507 Common Shares issuable under the Omnibus Plan, and 2,424,559 Common Shares pursuant to the Company's Predecessor
Plans.
INDEBTEDNESS
OF DIRECTORS AND EXECUTIVE OFFICERS
None of the directors of the Company,
proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other Management are
indebted to the Company as of the Effective Date or were indebted to the Company at any time during the fiscal year ended October 31,
2023.
INTEREST
OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
Management is not aware of any
material interest, direct or indirect, of any informed person of the Company, or any associate or affiliate of any such informed person,
in any transaction since the commencement of the Company’s fiscal year ended October 31, 2023, or in any proposed transaction, that
has materially affected or would materially affect the Company or any of its subsidiaries.
PARTICULARS
OF MATTERS TO BE ACTED UPON
1. Financial
Statements
The Financial Statements and the
report of the auditor thereon will be received at the Meeting. No vote will be taken on the Financial Statements. The Financial Statements
and the report of the auditor have been provided to each Shareholder entitled to receive a copy of the Notice of Meeting and this Information
Circular and who requested a copy of the Financial Statements and the report of the auditor thereon. The Financial Statements are also
available on the Company’s website at www.hightideinc.com/invest, through AGM Connect at
www.agmconnect.com/hiti2024, under the Company’s SEDAR+ profile at www.sedarplus.ca,
and in the Company’s filings with the SEC at www.sec.gov.
2. Reappointment
of Auditor
Ernst & Young LLP has acted as
the Company’s auditor since August 6, 2020. The directors propose to nominate Ernst & Young LLP as the auditor of the Company,
to hold office until the earlier of the close of the next annual meeting of Shareholders or their removal by the Company, at a remuneration
to be fixed by the audit committee of the Company (the “Audit Committee”). Approval of the appointment of the auditor
will require a majority of the votes cast in respect thereof by Shareholders present in person or by proxy at the Meeting.
Absent contrary instructions, Common
Shares represented by proxies in favour of the Management nominees will be voted in favour of reappointing Ernst & Young LLP as auditor
of the Company until the earlier of the close of the next annual meeting of Shareholders or their removal by the Company, at a remuneration
to be fixed by the Audit Committee.
3. Fixing
the Number of Directors
The term of office for each director
is from the date of the Meeting at which he is elected until the annual meeting next following or until his or her successor is duly elected
or appointed. At the Meeting, the Shareholders will be asked to consider and, if thought fit, approve an ordinary resolution fixing the
number of directors to be elected at the Meeting at five.
Absent contrary instructions,
Common Shares represented by proxies in favour of the Management nominees will be voted in favour of fixing of the size of the Board at
five.
4. Election
of Directors
At the Meeting, a board of five
directors will be proposed to be elected for a term that will expire upon the earlier of the next annual meeting of Shareholders or upon
their successor being duly elected or appointed, unless his or her office is earlier vacated (the “Proposed Board”).
Management has been informed that each of the proposed nominees listed below is willing to serve as a director if elected.
The following table sets forth
certain information regarding the Proposed Board, their respective positions with the Company, principal occupations or employment during
the last five years, the dates on which they became directors of the Company and the approximate number of Common Shares beneficially
owned by them, directly or indirectly, or over which control or direction is exercised by them as of the Effective Date:
Name of Nominee, Current Position
with the Company, and
Province/State and Country
of Residence |
Occupation, Business or Employment(1) |
Director Since |
Number of Voting
Securities(2) |
Harkirat (Raj) Grover President, CEO and Director Alberta, Canada |
Mr. Grover is the founder of the Company, and has served as the President, CEO, and the Executive Chairman of the Board since the incorporation of the Company in February 2018. |
February 8, 2018 |
6,699,318(6)
(8.33%) |
Christian Sinclair(3)(4)(5)
Director
Manitoba, Canada |
Mr. Sinclair is a proud member
of the Opaskwayak Cree Nation (“OCN”). He graduated from Margaret Barbour Collegiate Institute in 1988 and subsequently
went on to serve in the Canadian military from 1988 to 1995, participating in tours of duty in Cyprus (1990 Recon) and Somalia (1992-93
Special Forces). In 2003, Mr. Sinclair was named as one of Canada’s Top 40 under 40. He was the co-founder of the Manitoba Indigenous
Summer Games and the General Manager for the 2002 North American Indigenous Games in Winnipeg. In 2016, Mr. Sinclair was elected as Onekanew
(Chief) for the OCN. Since then, he has been appointed as one of the co-chairs of a task force created
to lead the process of implementing the Government of Manitoba’s Northern Economic Development Strategy
and is presently working as
an economic development consultant for First Nations major resource projects. |
November 18, 2020 |
93,127
(0.12%) |
Arthur Kwan(3)(4)(5) Director
Alberta, Canada |
Mr. Kwan is a corporate director and is a member of the board of directors of High Tide Inc. (NASQAQ:HITI / TSX-V:HITI), Friday's Dog Holdings Inc. (TSX-V:FRID), and Reem Capital Corp. (TSX-V:REEM.P). Previously, he was the Co-Founder, President and Chief Executive Officer of The Newly Institute, an inter-disciplinary mental health clinical company, and Founder, President and Chief Executive Officer of CannaIncome Fund, a cannabis focused investment firm. Prior thereto, Mr. Kwan was a Managing Director of Investment Banking for Paradigm Capital and PI Financial. He has over 20 years of investment banking, capital markets, and leadership experience. Mr. Kwan recently completed the Certificate of Management Excellence program at Harvard Business School (Executive Education). |
August 24, 2018 |
209,903
(0.26%) |
Nitin Kaushal(3)(5) Director
Ontario, Canada |
Mr. Kaushal has served as a member of the Board since October 2018. Mr. Kaushal is the President of Anik Capital Corp. and has over 35 years of experience in the financial services industry. Recently, he retired from PricewaterhouseCoopers LLP (Canada), where he was a Managing Director in their Corporate Finance Practice. |
October 16, 2018 |
165,000
(0.21%) |
Andrea Elliott(3)(4) Director
Ontario, Canada |
Ms. Elliott is the Executive Vice President, Direct to Consumer at Moose Knuckles Canada - a successful global Canadian luxury outerwear brand. Previously, Ms. Elliott founded r2 retail resources, an independent consultancy that supported domestic and international retailers with strategic initiatives, growth plans, e-commerce ideation and SG&A improvements. Ms. Elliott was also previously Vice President and General Manager of PVH Canada Retail (Calvin Klein, Van Heusen, IZOD & Bass), an Executive Vice President at PricewaterhouseCoopers LLP (Canada) and Chief Operating Officer with Karabus Management - a wholly-owned subsidiary of PricewaterhouseCoopers LLP (Canada) focused on the retail industry. |
January 4, 2021 |
96,035
(0.12%) |
Notes:
1. Information
furnished by the respective director nominees.
2. Voting
securities of the Company beneficially owned, or controlled or directed, directly or indirectly as of the Effective Date. Information
regarding voting securities held does not include voting securities issuable upon the exercise of Options, warrants or other convertible
securities of the Company. Information in the table above is derived from the Company’s review of insider reports filed with SEDI
and from information furnished by the respective director nominees.
3. Member
of Nominating and Corporate Governance Committee.
4. Member
of Compensation Committee.
5. Member
of the Audit Committee.
6. Includes
4,162,381 Common Shares directly owned by Mr. Grover, as well as the following Common Shares, beneficially owned by Mr. Grover: (i) 274,657
Common Shares held by Grover Family Trust, a non-arm’s length entity to Mr. Grover (ii) 750,887 Common Shares held by 2088550 Alberta
Ltd., an entity wholly owned by Mr. Grover and his spouse, Roza Grover, (iii) 7,099 Common Shares held by Grover Investments Inc., an
entity wholly owned by Mr. Grover and Ms. Grover, and (iv) 1,504,295 Common Shares held by Ms. Grover.
Corporate
Cease Trade Orders or Bankruptcies
Other than as described below,
no member of the Proposed Board is, or has been, within the past ten years before the Effective Date, a director or executive officer
of any company that, while that person was acting in that capacity: (i) was the subject of a cease trade or similar order or an order
that denied the issuer access to any exemption under securities legislation for a period of more
than thirty consecutive days; or (ii) was subject to an event that resulted, after the person ceased to be a director or executive
officer, in the issuer being the subject of a cease trade or similar order or an order that denied the issuer access to any exemption
under securities legislation for a period of more than thirty consecutive days.
No member of the Proposed Board
is, or has been, within the past ten years before the Effective Date, a director or executive officer of any issuer that, while that person
was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any
legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement, or compromise with creditors,
or had a receiver, receiver manager, or trustee appointed to hold its assets.
Nitin Kaushal was a director of
3 Sixty on July 15, 2020, on which date the Ontario Securities Commission issued a failure-to-file cease trade order against 3 Sixty,
ordering that, subject to a limited exception specified in the failure-to-file cease trade order, all trading in the securities of 3 Sixty
cease until the company filed (i) its audited annual financial statements for the financial year ended December 31, 2019, (ii) its management’s
discussion and analysis for the financial year ended December 31, 2019, and (iii) the certification of the foregoing filings as required
by Applicable Securities Laws (the foregoing, collectively, the “Outstanding 3 Sixty Filings”). On October 8, 2020,
the Ontario Securities Commission issued an order (the “3 Sixty Partial Revocation Order”) partially revoking its failure-to-file
cease trade order, solely to permit trades in securities of 3 Sixty that are necessary for and are in connection with a private placement
to be undertaken by 3 Sixty for aggregate gross proceeds of up to $6,750,000 and in order to raise the funds necessary to complete and
file the Outstanding 3 Sixty Filings and fund certain expenses outlined in the 3 Sixty Partial Revocation Order.
Mr. Kaushal served as a director
of Flower One Holdings Inc. (“Flower One”) from December 28, 2020 to March 31, 2023. On October 17, 2022, Flower One
announced that it had commenced a voluntary proceeding under the Companies Creditors Arrangement Act in the Supreme Court of British Columbia
to go private. A monitor was appointed on October 25, 2022. Flower One went private and Mr. Kaushal resigned from the board on March 31,
2023.
Personal
Bankruptcies
No member of the Proposed Board
has, within the ten years before the Effective Date, become bankrupt, made a proposal under any legislation relating to bankruptcy or
insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver
manager or trustee appointed to hold such person’s assets.
Penalties
or Sanctions
No member of the Proposed Board
has: (i) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory
authority or has entered into a settlement agreement with a securities regulatory authority, other than penalties for late filing of insider
reports; or (ii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered
important to a reasonable Shareholder in deciding whether to vote for a proposed director.
It is the intention of the persons
named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote such proxies FOR the election
of each of the members of the Proposed Board specified above as directors of the Company, to serve for a term that will expire upon the
earlier of the next annual meeting of Shareholders or upon their successor being duly elected or appointed. If, prior to the Meeting,
any vacancies occur in the proposed nominees herein submitted, the persons named in the enclosed form of proxy intend to vote FOR the
election of any substitute nominee or nominees recommended by Management and FOR each of the remaining proposed nominees.
OTHER
BUSINESS
Management is not aware of any
other business to come before the Meeting other than as set forth in the Notice of Meeting. If any other business properly comes before
the Meeting, it is the intention of the persons named in the form of proxy to vote the Common Shares represented thereby in accordance
with their best judgment on such matter.
INDICATION
OF OFFICER AND DIRECTORS
All of the directors and executive
officers of the Company have indicated that they intend to vote their Common Shares in favour of each of the above resolutions. In addition,
unless authority to do so is indicated otherwise, the persons named in the enclosed form of proxy intend to vote the Common Shares represented
by such proxies in favour of each of the above resolutions.
ADDITIONAL
INFORMATION
Additional information relating
to the Company is on SEDAR+ at www.sedarplus.ca, and in the Company’s
filings with the SEC at www.sec.gov.
Financial information is provided
in the Company’s comparative financial statements and MD&A for the fiscal year ended October 31, 2023, which is filed on SEDAR+
at www.sedarplus.ca, and with the SEC at www.sec.gov.
Shareholders may contact the Company at Unit 112, 11127 - 15 Street N.E., Calgary, Alberta, T3K 2M4, Attention: Chief Executive
Officer, to request copies without charge of the Financial Statements and MD&A.
OTHER
MATTERS
Management is not aware of any
other matter to come before the Meeting other than as set forth in the Notice of Meeting. If any other matter properly comes before the
Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with
their best judgment on such matter.
The contents of this Information
Circular and its distribution to Shareholders have been approved by the Board.
DATED at Calgary, Alberta,
May 27, 2024.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ “Harkirat (Raj) Grover”
Harkirat (Raj) Grover
President, Chief Executive Officer and Director
SCHEDULE
“A” CORPORATE GOVERNANCE GUIDELINES
Capitalized terms used in this Schedule “A”
but not otherwise defined herein shall have the meanings ascribed thereto in the Information Circular to which this Schedule “A”
is appended.
Corporate Governance
Corporate governance relates to
the activities of the Board, the members of which are elected by and are accountable to the Shareholders and takes into account the role
of the individual members of Management who are appointed by the Board and who are charged with the day-to-day management of the Company.
National Policy 58-201 - Corporate Governance Guidelines (“NP 58-201”)
establishes corporate governance guidelines which apply to all public companies. These guidelines are not intended to be prescriptive
but to be used by issuers in developing their own corporate governance practices. The Board is committed to sound corporate governance
practices, which are both in the interest of the Shareholders and contribute to effective and efficient decision making.
Pursuant to National Instrument
58-101 - Disclosure of Corporate Governance Practices (“NI 58-101”), the Company is required to disclose its
corporate governance practices, as summarized below. The Board will continue to monitor such practices on an ongoing basis and, when necessary,
implement such additional practices as it deems appropriate.
Board of Directors
The Board is currently composed
of five directors:
1. Harkirat (Raj)
Grover;
2. Christian
Sinclair;
3. Nitin
Kaushal;
4. Arthur Kwan;
and
5. Andrea
Elliott.
NI 58-201 suggests that the board
of directors of every reporting issuer should be constituted with a majority of individuals who qualify as “independent” directors,
within the meaning set out under National Instrument 52-110 - Audit Committees (“NI 52-110”), which provides
that a director is independent if he or she has no direct or indirect “material relationship” with the company. “Material
relationship” is defined as a relationship which could, in the view of a company’s board of directors, be reasonably expected
to interfere with the exercise of a director’s independent judgment. In assessing NI 58-101 and making the foregoing determinations,
the circumstances of each director have been examined in relation to a number of factors.
Of the current directors, Harkirat
(Raj) Grover is the President and CEO of the Company and is therefore not considered to be “independent”. The remaining directors,
Christian Sinclair, Nitin Kaushal, Arthur Kwan and Andrea Elliott are considered to be independent directors since they are independent
of Management and free from any material relationship with the Company.
The Board has a majority of independent
directors, and takes the following additional steps to facilitate its independence:
1. The Company
established the Compensation Committee, which is made up of all independent directors;
2. The Compensation
Committee sets Management compensation; and
3. On operational
matters of the Company involving the performance of its CEO, the Compensation Committee meets independently.
In the event of a conflict of interest
at a meeting of the Board, the conflicted director will in accordance with corporate law and in accordance with his or her fiduciary obligations
as a director of the Company, disclose the nature and extent of his or her interest to the meeting and abstain from voting on or against
the approval of such participation.
Directorships
The following directors currently
serve on the board of directors of the reporting issuers (or equivalent) listed below, each of which are reporting issuers in one or more
jurisdictions:
Name |
Name of Other Reporting Issuer(s) |
Harkirat (Raj) Grover |
N/A |
Christian Sinclair |
N/A |
Nitin Kaushal |
Delta 9 Cannabis Inc.
Viemed Healthcare Inc.
Everyday People Financial Corp. |
Arthur Kwan |
Reem Capital Corp.
Friday’s Dog Inc. |
Andrea Elliott |
N/A |
Board Meetings
The attendance for each director
for Board meetings and committee meetings, since the beginning of the most recently completed financial year, is as follows:
Name |
Board Meetings Attended |
Audit Committee Meetings Attended |
Nominating and Corporate Governance
Committee Meetings Attended |
Compensation Committee Meetings Attended |
Harkirat (Raj) Grover |
100% |
NA |
NA |
NA |
Nitin Kaushal |
100% |
100% |
NA |
NA |
Arthur Kwan |
100% |
100% |
100% |
100% |
Andrea Elliott |
75% |
NA |
100% |
100% |
Christian Sinclair |
100% |
100% |
100% |
100% |
In addition to the meetings referenced
above, there were numerous informal meetings between Management and the committees. The independent directors do not hold regularly scheduled
meetings at which non-independent directors and members of Management are not present. However, the Board believes that appropriate structures
and procedures are in place to ensure that it can function independently of Management and the Board periodically holds independent sessions
at the end of Board meetings. Additionally, all committees of the Board are composed entirely of independent directors and hold meetings
at which the independent directors discuss matters they deem relevant to the Company. Independent directors are also in frequent informal
communication with one another.
The Chairman of the Board is Harkirat
(Raj) Grover, a non-independent director and executive officer of the Company. The Chairman focuses on promoting a culture of openness
and debate among directors, helping to build and maintain constructive relationships between the independent and non-independent directors.
When chairing Board meetings, the Chairman ensures that all views are heard and that the independent directors have an opportunity to
challenge Management constructively.
Board Mandate
The Board has not developed a written
mandate. The Board is satisfied that roles and responsibilities are delineated in a satisfactory matter, having regard to various considerations
such as (but not limited to) the particular expertise of the directors, their respective availability and independence.
Position Descriptions
The Board has not developed written
position descriptions for the chair of the Board and the chair of the Board’s committees, however the chair of the committees are
charged with the responsibility of administering the applicable committee mandates, each of which is can be obtained from the Company,
upon request made to #112, 11127 15th Street NE, Calgary, AB T3K 2M4 Attention: Chief Financial Officer, free of charge to
any Shareholder.
The CEO has entered into a written
employment agreement, which delineates the role and expectations of such position.
Orientation and Continuing
Education
New Board members receive an orientation
package, which includes reports on operations and results, and public disclosure filings by the Company. Board meetings are sometimes
held at the Company’s facilities and are combined with tours and presentations by Management and employees to give the Board additional
insight into the Company’s business. In addition, Management makes itself available for discussion with all Board members.
The Company does not provide formal
continuing education to the Board, though it is encouraged for all members. Management does provide regular reporting, both on the Company’s
operations and opportunities, as well industry trends and opportunities.
Ethical Business Conduct
The Board has adopted a Code of
Ethics (the “Code”). The Code is incorporated by reference into, and form an integral part of, this Information Circular.
A copy of which is attached to this Information Circular as Schedule “D”. The Company will, upon request made to #112, 11127
15th Street NE, Calgary, AB T3K 2M4 Attention: Chief Financial Officer, provide a copy of the Code free of charge to any Shareholder.
In accordance with the Code, the
Board monitors ethical conduct of the Company and ensures that it complies with applicable legal and regulatory requirements, such as
those of relevant securities commissions and stock exchanges. The Code also specifically addresses additional matters such as conflicts
of interest, corporate opportunities, etc. In addition to the Code, the Board has found that the fiduciary duties placed on individual
directors by the Company’s governing corporate legislation and the common law, as well as the restrictions placed by applicable
corporate legislation on the individual director’s participation in decision of the Board in which the director has an interest,
have been sufficient to ensure that the Board operates independently of Management and in the best interests of the Company.
In accordance with applicable corporate
laws, directors are obliged to disclose any potential conflicts in accordance with, and subject to such procedures and remedies, as applicable,
under the ABCA.
The Board considers that the policies
and procedures outlined above are sufficient to promote a culture of ethical business conduct. If ever in doubt, Management seeks guidance
from the Board and/or outside advisors to ensure that such levels of conduct are adhered to.
Nomination of Directors
The Board has appointed a Nominating
and Corporate Governance Committee, which is comprised entirely of independent directors, namely Arthur Kwan (Chair), Christian Sinclair
and Andrea Elliott. The Nominating and Corporate Governance Committee fulfills the function of identifying new candidates for Board nomination.
When the Board identifies the need to fill a position on the Board, the Board requests that current directors forward potential candidates
for consideration.
The Nominating and Corporate Governance
Committee is responsible for determining the qualification, skills and expertise required on the Board, as well as for the screening of
potential candidates and the delivery of recommendations to the Board.
For a complete description of the
Nominating and Corporate Governance Committee’s responsibilities, powers and operations, please refer to the Nominating and Corporate
Governance Committee Charter, a copy of which is attached to this Information Circular as Schedule “C”.
Compensation
The Board has appointed a Compensation
Committee, which is comprised entirely of independent directors, namely Andrea Elliott (Chair), Christian Sinclair and Arthur Kwan. The
Compensation Committee reviews all Board and officer compensation and makes recommendations in respect thereof, which the Board then reviews
in consideration of approval thereof.
The purpose of our Compensation
Committee is to (i) make recommendations to the Board relating to evaluation and compensation of the Corporation’s executives, (ii)
oversee incentive, equity-based and other compensatory plans in which executive officers and key employees of the Company participate,
(iii) review and participate in determining director compensation and (iv) prepare any report on executive compensation required by the
rules and regulations of applicable securities regulatory authorities and stock exchanges.
For a complete description of the
Compensation Committee’s responsibilities, powers and operations, please refer to the Compensation Committee Charter, a copy of
which is attached to this Information Circular as Schedule “E”.
Other Board Committees
The Board has no standing committees
other than the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.
Assessments
The Nominating and Corporate Governance
Committee is mandated to conduct an annual evaluation by the directors on the effectiveness of the Board and its committees and proposing
any necessary modifications to the functioning and governance of the Board and committees that may result from such evaluation processes.
Director Term Limits and
Other Mechanisms of Board Renewal
The Company has not adopted director
term limits. As the Company is a relatively junior company, continuity of Board members is considered a high priority at this stage of
the Company’s existence and development.
Policies Regarding the Representation
of Women on the Board
The Company has not adopted a written
policy relating to the identification and nomination of women directors. Though the Board recognizes the importance of a reasonable degree
of gender balance over the long term, at the present stage of the Company’s existence and development, it is imperative that the
directors of the Company be the best available individuals, irrespective of gender.
Consideration of the Representation
of Women in the Director Identification and Selection Process
The Nominating and Corporate Governance
Committee (in addition to the Board) considers the level of representation of women on the Board in identifying and nominating candidates
for election or re-election to the Board, however the Nominating and Corporate Governance Committee’s (and the Board’s) priority
at the present stage of the Company’s existence and development is to seek out the best available candidates, irrespective of gender.
It should be noted that one of the directors of the Company is a woman.
Consideration Given to the
Representation of Women in Executive Officer Appointments
The Nominating and Corporate Governance
Committee (in addition to the Board) does consider the level of representation of women in executive officer positions when making executive
officer appointments, however the Nominating and Corporate Governance Committee's (and the Board’s) priority at the present stage
of the Company’s existence and development is to seek out the best available candidates, irrespective of gender.
Issuer’s Targets Regarding the Representation
of Women on the Board and in Executive Officer Positions
The Company has not adopted such
targets to date, as the Company’s priority at the present stage of the Company’s existence and development is to seek out
the best available candidates, irrespective of gender.
Number of Women on the Board
and in Executive Officer Positions
The Company currently has one woman
director, representing 20% of the Board. Vice President and Legal Counsel, Vice President,
Human Resources and Senior Director of Strategic Operations are all positions held by women.
Board Diversity Matrix (reporting
year ended October 31, 2023)
Total Number of Directors - 5 |
Female |
Male |
Non-Binary |
Did not Disclose |
Part I : Gender Identity |
|
|
|
|
Directors |
1 |
4 |
0 |
0 |
Part II : Demographic Background |
|
|
|
|
First Nations (Cree) |
- |
1 |
- |
- |
Asian |
- |
3 |
- |
- |
Caucasian |
1 |
- |
- |
- |
LGBTQ+ |
0 |
0 |
- |
- |
Did not disclose |
- |
- |
- |
- |
AUDIT COMMITTEE DISCLOSURE
Pursuant to NI 52-110, the
Company is required to have an audit committee comprised of not less than three directors, a majority of whom are not officers, control
persons or employees of the Company or an affiliate of the Company. NI 52-110 requires the Company, to disclose annually in its information
circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor.
Audit Committee’s Charter
The Board is responsible for reviewing
and approving the unaudited interim financial statements, and annual audited financial statements, together with other financial information
of the Company and for ensuring that Management fulfills its financial reporting responsibilities. The Audit Committee assists the Board
in fulfilling this responsibility. The Audit Committee meets with Management to review the financial reporting process, unaudited interim
financial statements, and annual audited financial statements, together with other financial information of the Company. The Audit Committee
reports its findings to the Board for its consideration in approving the unaudited interim financial statements, and annual audited financial
statements, together with other financial information of the Company for issuance to the Shareholders.
Pursuant to NI 52-110, the Audit
Committee is required to have a charter. A copy of the Company’s Audit Committee Charter is attached hereto as Schedule “B”
to this Information Circular.
Composition of the Audit
Committee
The following are the members of
the Audit Committee:
Name |
Independence(1) |
Financial Literacy(2) |
Nitin Kaushal (Chair) |
Independent |
Financially literate |
Arthur Kwan |
Independent |
Financially literate |
Christian Sinclair |
Independent |
Financially literate |
Notes:
1. Within
the meaning of subsection 1.4 of NI 52-110.
2. Within
the meaning of subsection 1.6 of NI 52-110.
Relevant Education and Experience
Nitin Kaushal, CPA, CA -
Mr. Kaushal has served as a member of the Board since October 2018. Mr. Kaushal is the President of Anik Capital Corp. and has
over 30 years of experience in the financial services industry. Recently, he retired from PricewaterhouseCoopers LLP (Canada), where he
was a Managing Director in their Corporate Finance Practice.
Arthur Kwan, CFA, ICD.D - Mr. Kwan
is a corporate director and is a member of the board of directors of High Tide Inc. (NASQAQ:HITI / TSX-V:HITI), Friday's Dog Holdings
Inc. (TSX-V:FRID), and Reem Capital Corp. (TSX-V:REEM.P). Previously, he was the Co-Founder, President and Chief Executive Officer of
The Newly Institute, an inter-disciplinary mental health clinical company, and Founder, President and Chief Executive Officer of CannaIncome
Fund, a cannabis focused investment firm. Prior thereto, Mr. Kwan was a Managing Director of Investment Banking for Paradigm Capital and
PI Financial. He has over 20 years of investment banking, capital markets, and leadership experience. Mr. Kwan recently completed the
Certificate of Management Excellence program at Harvard Business School (Executive Education).
Christian Sinclair - Mr. Sinclair
is a proud member of the Opaskwayak Cree Nation. He graduated from Margaret Barbour Collegiate Institute in 1988 and subsequently went
on to serve in the Canadian military from 1988 to 1995, participating in tours of duty in Cyprus (1990 Recon) and Somalia (1992-93 Special
Forces). In 2003, Mr. Sinclair was named as one of Canada’s Top 40 under 40. He was the co-founder of the Manitoba Indigenous Summer
Games and the General Manager for the 2002 North American Indigenous Games in Winnipeg. In 2016, Mr. Sinclair was elected as Onekanew
(Chief) for the Opaskwayak Cree Nation. Since then, he has been appointed as one of the co- chairs of a task force created to lead the
process of implementing the Government of Manitoba’s Northern Economic Development Strategy and is presently working as an economic
development consultant for First Nations major resource projects.
Audit Committee Oversight
At no time since the commencement
of the Company’s most recently completed fiscal year was a recommendation of the Audit Committee to nominate or compensate an external
auditor not adopted by the Board.
Reliance on Certain Exemptions
Other than as disclosed below,
at no time since the commencement of the Company’s most recently completed fiscal year has the Company relied on an exemption from
the provisions of NI 52-110.
Prior to the appointment of Christian
Sinclair to the Board and the Company’s listing on the NASDAQ, the Company relied on upon the exemption in Section 6.1 of NI 52-110,
the exemption for venture issuers in relation to the requirement that every audit committee member be independent.
Pre-Approval Policies and
Procedures
The Audit Committee has not adopted
specific policies and procedures for the engagement of non-audit services, but all such services will be subject to the prior approval
of the Audit Committee.
External Auditor Service
Fees
Aggregate fees paid or payable to
the auditor related to the fiscal periods indicated were as follows:
|
Fiscal Year ended October 31, 2023 |
Fiscal Year ended October 31, 2022 |
Audit Fees(1) |
$1,999,250 |
$2,289,350 |
Audit-related Fees(2) |
Nil |
Nil |
Tax Fees(3) |
Nil |
Nil |
All Other Fees(4) |
Nil |
Nil |
Total |
$1,999,250 |
$2,289,350 |
Notes:
(1) Include
aggregate fees billed by the Corporation’s external auditor in each of the last two fiscal years for audit fees.
(2) Include
the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Corporation’s external
auditor that are reasonably related to the performance of the audit or review of the Corporation’s financial statements and are
not reported under “Audit fees” above. The services provided include NI 52-109 engagements, employee benefit audits, due diligence
related to mergers and acquisitions, non-attest internal control reviews, attest services that are not required by statute or regulation,
specified procedures, special audits for grants, statutory audit fees (if the services provided relate to entities outside the scope of
the consolidated audit), and translation fees related to documents other than financial statements.
(3) Include
the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Corporation’s external
auditor for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance
with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
(4) Include
the aggregate fees billed in each of the last two fiscal years for products and services provided by the Corporation’s external
auditor, other than “Audit fees”, “Audit related fees” and “Tax fees” above.
SCHEDULE
“B” - AUDIT COMMITTEE CHARTER
1. PURPOSE
The Audit Committee (the “Committee”)
shall be established by resolution of the board of directors (the “Board”) of High Tide Inc., a corporation existing
under the laws of Alberta (the “Company”).
The Committee is responsible for:
1. Assisting
the Board in fulfilling its oversight responsibilities as they relate to the Company’s accounting policies and internal controls,
financial reporting practices and legal and regulatory compliance, including, among other things:
a) Monitoring
the integrity of the Company’s financial statements, corporate accounting and financial reporting processes and financial information
that will be provided to shareholders and others;
b) Reviewing
the Company’s compliance with certain legal and regulatory requirements;
c) Evaluating
the independent auditors’ qualifications and independence; and
d) Monitoring
the performance of the Company’s internal audit function and the Company’s independent auditors as well as any other public
accounting firm engaged to perform other audit, review or attest services.
2. Providing
an open avenue of communication among the independent auditors, financial and senior management and the Board; and
3. Annually
evaluating the performance of the Committee.
While the Committee has the duties
and responsibilities set forth in this Charter, the role of the Committee is oversight. The Committee is not responsible for planning
or conducting the audit or determining whether the Company’s financial statements are complete and accurate and in accordance with
applicable accounting rules. Such activities are the responsibility of the Company’s independent auditors and management. The Committee
has direct responsibility for the appointment, compensation, oversight and replacement, if necessary, of the independent auditors, including
the resolution of disagreements between management and the independent auditors regarding financial reporting, and any other registered
public accounting firm with respect to which the Committee is required to have such responsibility.
The Committee also oversees the
activities of the internal audit function, including hiring and performance management in respect of the most senior internal audit executive,
who maintains a direct reporting relationship with the Chair of the Committee (“Chair”).
The Committee and each of its members
shall be entitled to rely on:
1. The integrity
of those persons and organizations within and outside of the Company from which it receives information;
2. The accuracy
of the financial and other information provided to the Committee by such persons or organizations absent actual knowledge to the contrary
(which shall be promptly reported to the Board);
3. Representations
made by management as to any audit and non-audit services provided by the independent auditors to the Company.
2. COMPOSITION
AND QUALIFICATIONS
The Committee shall be appointed
by the Board and shall be comprised of at least three directors (as determined from time to time by the Board), one of whom shall be appointed
by the Board as Chair. If a Chair is not so appointed, the members of the Committee may elect a Chair by majority vote. Committee members
may be removed by the Board in its discretion.
Unless otherwise permitted by applicable
phase-in rules and exemptions, each member of the Committee shall meet the ‘independence’ requirements of Section 10A-3 of
the Securities Exchange Act of 1934, as amended, the National Association of Securities Dealers Automated Quotations (“NASDAQ”)
and all other applicable laws and regulations. The Committee may avail itself of any phase-in compliance periods available to the Company
that are afforded by applicable rules of the NASDAQ, and all other applicable laws and regulations. The Committee may also avail itself
of exemptions available to U.S. listed issuers under National Instrument 52-110 - Audit Committees of the Canadian Securities Administrators.
All members of the Committee must
be able to read and understand financial statements, including a balance sheet, income statement and cash flow statement. All members
of the Committee shall have a working familiarity with basic finance and accounting practices, and at least one member of the Committee
shall, be an “audit committee financial expert” as defined by the Securities and Exchange Commission or otherwise have accounting
or related financial management expertise as interpreted by the Board in its business judgment.
A Committee member invited to sit
on another public company’s audit committee must notify the Board. If a Committee member or proposed Committee member simultaneously
serves on the audit committees of two other public companies, the Board must determine whether or not such simultaneous service would
impair the ability of such member to effectively serve on the Committee.
No member of the Committee shall
receive from the Company or any of its affiliates any compensation other than the fees to which he or she is entitled as a director of
the Company or a member or chair of a committee of the Board. Such fees may be paid in cash and/or shares, options or other in-kind consideration
ordinarily available to directors.
3. MEETINGS
The Committee shall meet as frequently
as the Chair deems appropriate subject to the provisions of this Charter, which be at least quarterly. The Committee may meet with the
independent auditors, internal auditors, and management separately, to the extent the Committee deems necessary and appropriate.
A. Frequency
The Committee shall hold regularly
scheduled meetings at least quarterly and such special meetings as circumstances dictate. The Chair, any member of the Committee, the
independent external auditors, the Chair of the Board, Chief Executive Officer (“CEO”) or Chief Financial Officer (“CFO”)
may call a meeting of the Committee by notifying the Corporate Secretary, who will notify the members of the Committee.
B. Agenda
and Notice
The Chair shall establish the meeting
dates and the meeting agenda. The Chair or Corporate Secretary shall send proper notice of each Committee meeting and information concerning
the business to be conducted at the meeting, to the extent practical, to each member prior to each meeting.
Any written material provided to the
Committee shall be appropriately balanced (i.e. relevant and concise) and shall be distributed in advance of the respective meeting with
sufficient time to allow Committee members to review and understand the information.
C. Holding
and Recording Meetings
Committee meetings may be held in
person or telephonically or by video conference. The Committee shall keep written minutes of its meetings and submit such minutes to the
Board.
D. Quorum
A majority of the members of the Committee
shall constitute a quorum.
E. Executive
Sessions
The Committee will meet periodically
(not less than annually) in separate executive sessions with each of the CFO or any other executive officer, the principal accounting
officer and/or the senior internal auditing executive (or any other personnel responsible for the internal audit function), and the independent
auditors.
4. COMPENSATION
The compensation of Committee members
shall be determined by the Board and/or a subcommittee of the Board.
5. RESPONSIBILITIES
OF THE COMMITTEE
A. System
of Financial Controls
The Committee shall oversee the
process by which management shall design, implement, amend, maintain, and enforce a comprehensive system of financial controls (including
the right internal and external people and resources, policies, processes and enforcement) aimed at ensuring the integrity and compliance
of the Company’s books and records with International Financial Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board, and sound business practices, as well as protecting the value of the Company’s assets
and safeguarding the credibility of its brand, employees, management team, Board, and shareholders.
System of financial controls will
embody the adoption of best practices in financial controls and foster honesty, integrity, accuracy, and transparency in all aspects of
the Company. Best practices include but are not limited to: setting the right tone at the top; active review of business performance by
executive management, with regular reporting to and oversight by the Board; an accurate, stable and reliable general ledger; a robust
internal audit function; unambiguous compliance with IFRS; and full transparency and ongoing dialogue with the Board, management and external
auditors.
B. Annual
Audit Review
The Committee shall review and
discuss the annual audited financial statements including the independent auditors’ audit and audit report thereon, and the annual
management’s discussion and analysis of financial condition and results of operations of the Company with management and the independent
auditors. In connection with such review, the Committee will:
1. Review
the scope of the audit, the audit plan and audit procedures utilized;
2. Review
with the independent auditors any audit problems or difficulties encountered during their audit, including any change in the scope of
the planned audit, any restrictions placed on the scope of the audit or access to requested information, and any significant disagreements
with management, and management’s response to such problems or difficulties;
3. Resolve
any differences in financial reporting between management and the independent auditors;
4. Review
with management, internal auditors, and independent auditors, the adequacy of the Company’s internal controls, including information
systems controls and security and bookkeeping controls and any significant findings and recommendations with respect to such controls;
5. Review
reports required to be submitted by the independent auditors concerning:
a) All
critical accounting policies and practices used in the preparation of the Company’s financial statements;
b) All
alternative treatments of financial information within IFRS that have been discussed with management, ramifications of such alternatives,
and the accounting treatment preferred by the independent auditors; and
c) Any
other material written communications between the independent auditors and management, such as any management letter or schedule of unadjusted
differences.
6. Review
and discuss:
a) The
integrity of the annual audited financial statements and quarterly financial statements with management and the independent auditors,
including the notes thereto and all matters required by applicable auditing standards, and the written disclosures required by applicable
auditing standards regarding the independent auditors’ independence;
b) Major
issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s
selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls and any
special audit steps adopted in light of material control deficiencies; and
c) Analyses
prepared by management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection
with the preparation of the financial statements, including analysis of the effects of alternative IFRS methods on the financial statements
and the effects of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the
Company.
7. Inquire
about and review with management and the independent auditors any significant risks or exposures faced by the Company and discuss with
management the steps taken to minimize such risk or exposure. Such risks and exposures include, but are not limited to, threatened and
pending litigation, claims against the Company, tax matters, regulatory compliance and correspondence from regulatory authorities, and
environmental exposure; and
8. Discuss
policies and procedures concerning earnings press releases and review the type and presentation of information to be included in earnings
press releases (paying particular attention to any use of “pro forma” and “adjusted” or other non-IFRS information),
as well as financial information and earnings guidance provided to analysts and rating agencies.
C. Quarterly
Reviews
Review and discuss the quarterly financial
statements and the quarterly management’s discussion and analysis of financial condition and results of operations of the Company
with management and the internal auditors, and the independent auditors, together with the independent auditors’ review thereof
pursuant to professional standards and procedures for conducting such reviews, as established by IFRS and applicable securities laws.
In connection with the quarterly reviews, the Committee shall inquire about and review with management and the independent auditors any
significant risks or exposures faced by the Company and discuss with management the steps taken to minimize such risk or exposure.
D. Other
Financial Information
Review and discuss with management,
where appropriate, financial information contained in any prospectuses, annual information forms and Form 40-F, annual reports to shareholders,
management proxy circulars, material change disclosure and Form 6-K of a financial nature and similar disclosure and other documents prior
to the filing or public disclosure of such documents or information.
E. Oversight
of Independent External Auditors
The Company’s independent auditors
shall report directly to and are ultimately accountable to the Committee. In connection with its oversight of the performance and independence
of the independent auditors, the Committee will:
1. Have
the sole authority and direct responsibility to appoint, retain, compensate, oversee and replace (subject to shareholder approval, if
deemed advisable by the Board or if required under applicable law) the independent auditors;
2. Have
authority to approve the engagement letter and all audit, audit-related, tax and other permissible non- audit services proposed to be
performed by the independent auditors and the related fees for such;
3. Obtain
confirmation and assurance as to the independent auditors’ independence, including ensuring that they submit on a periodic basis
(not less than annually) to the Committee a formal written statement delineating all relationships between the independent auditors and
Company. The Committee shall actively engage in a dialogue with the independent auditors with respect to any disclosed relationships or
services that may impact the objectivity and independence of the independent auditors and shall take appropriate action in response to
the independent auditors’ report to satisfy itself of their independence;
4. At
least annually, obtain and review a report by the independent auditors describing the firm’s internal quality-control procedures,
any material issues raised by the most recent internal quality-control review or peer review of the firm, or by any inquiry or investigation
by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by
the firm, and any steps taken to deal with any such issues;
5. Meet
with the independent auditors prior to the annual audit to discuss planning and staffing of the audit;
6. Review and
evaluate the performance of the independent auditors, as the basis for a decision to reappoint or replace the independent auditors;
7. Set clear hiring
policies for employees or former employees of the independent auditors, including but not limited to, as required by all applicable laws
and listing rules; and
8. Assure
regular rotation of the lead audit partner and consider whether rotation of the independent auditors is required to ensure independence.
F. Oversight
of Internal Audit
In connection with its oversight responsibilities,
the Committee shall have authority over and direct responsibility for the internal audit function at the Company at all times. In the
Committee’s discretion, the internal audit function or parts thereof may be outsourced to a third-party vendor, provided that such
vendor follows the standards and guidelines established by the Committee. The Head of Internal Audit (or the third-party vendor providing
internal audit function support, if applicable) will report directly to the Committee or its designee. The Head of Internal Audit or relationship
manager of the vendor providing internal audit function support, as applicable, shall report at least annually to the Committee regarding
the internal audit function’s organizational structure and personnel.
In overseeing internal audit, the
Committee will:
1. Review
the appointment or replacement of the senior internal auditing executive, if any, or, if outsourced, the third-party vendor providing
internal audit services;
2. Review,
in consultation with management, the independent auditors and senior internal auditing executive, if any, the plan and scope of internal
audit activities;
3. Review internal
audit activities, budget and staffing; and
4. Review
significant reports to management prepared by the internal auditing department and management’s responses to such reports.
G. Disclosure
Controls & Procedures (“DC&P”) and Internal Controls over Financial Reporting (“ICFR”)
5. Monitor and
review the Company’s disclosure policy and the mandate of its nominating and corporate governance committee (the “Nominating
and Corporate Governance Committee”), on an annual basis;
6. Receive
and review the quarterly report of the Nominating and Corporate Governance Committee on its activities for the quarter;
7. On a quarterly
basis, review management’s assessment of the design effectiveness of the Company’s DC&P and ICFR including any significant
control deficiencies identified and the related remediation plans;
8. Review management’s
assessment of the operating effectiveness of the Company’s DC&P (quarterly) and ICFR (annually) including any significant control
deficiencies identified and the related remediation plans;
9. Review and
discuss any fraud or alleged fraud involving management or other employees who have a role in Company’s ICFR and the related corrective
and disciplinary actions to be taken;
10. Discuss
with management any significant changes in the ICFR that are disclosed, or considered for disclosure on a quarterly basis; and
11. Review and
discuss with the CEO and CFO the procedures undertaken in connection with the CEO and CFO’s certifications for the annual and interim
filings with the securities commissions.
H. Risk
Assessment and Risk Management
The Committee shall discuss the
Company’s major business, operational, and financial risk exposures and the guidelines, policies and practices regarding risk assessment
and risk management, including derivative policies, insurance programs and steps management has taken to monitor and control major business,
operational and financial risks.
I. Ethical
Standards
The Committee shall establish,
maintain and oversee the Company’s code of business conduct and ethics (the “Code”), a copy of which is attached
hereto as Appendix I to Schedule “B”. The Committee shall be responsible for reviewing and evaluating the Code periodically
and will recommend any necessary or appropriate changes thereto to the Board for consideration. The Committee shall also assist the Board
with the monitoring of compliance with the Code and consider any waivers of the Code (other than waivers applicable to the directors or
executive officers, which shall be subject to review by the Board as a whole).
J. Related
Party Transactions
The Committee shall review and
approve related-party transactions or recommend related-party transactions for review by independent members of the Board.
K. Submission
of Complaints
The Committee shall establish procedures
for receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing
matters; the confidential, anonymous submission by directors, officers, employees, consultants and contractors of the Company of concerns
regarding questionable accounting or auditing matters and the investigation of such matters with appropriate follow-up actions.
L. Legal
Compliance
On at least an annual basis, the
Committee shall review with the Company’s legal counsel and management, all legal and regulatory matters and litigation, claims
or contingencies, including tax assessments, licence or concession defaults or notifications, health and safety violations or environmental
issues, that could have a material effect upon the financial position of the Company, and the manner in which these matters may be, or
have been, disclosed in the financial statements.
M. Regulatory
Developments
The Committee shall monitor and
provide reports to the Board with respect to developments in accounting rules and practices, income tax laws and regulations, and other
regulatory requirements that affect matters within the scope of the Committee’s authority and responsibilities.
N. Other
Responsibilities
The Committee shall perform such
other duties as may be required by law or requested by the Board or deemed appropriate by the Committee. The Committee shall discharge
its responsibilities, and shall assess the information provided to the Committee, in accordance with its business judgment. The Committee
shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall
deem appropriate.
6. COMMITTEE
ADMINISTRATIVE MATTERS
A. Independent
Advisors
The Committee shall have authority
to engage, provide appropriate funding for and cause the Company to pay the compensation to obtain advice and assistance from outside
legal, accounting or other advisors to carry out its responsibilities.
B. Funding
The Company shall provide appropriate
funding, as determined by the Committee, for payment of compensation to the independent auditors or any other registered public accounting
firm engaged for the purpose of rendering or issuing an audit report or performing other audit, review or attest services for the Company;
to any other advisors engaged by the Committee; and for ordinary administrative expenses of the Committee that are necessary or appropriate
in carrying out its duties.
C. Access
to Records and Personnel
The Committee shall have full access
to any relevant records of the Company that it deems necessary to carry out its responsibilities. The Committee may request that any officer
or other employee of the Company or any advisor to the Company meet with members of the Committee or its advisors, as it deems necessary
to carry out its responsibilities.
D. Reports
to Board
The Committee shall report regularly
to the Board with respect to Committee activities and its conclusions with respect to the independent auditors, with recommendations to
the Board as the Committee deems appropriate.
E. Annual
Meeting Planner
Prior to the beginning of a fiscal
year, the Committee shall submit an annual planner for the meetings to be held during the upcoming fiscal year, for review and approval
by the Board to ensure compliance with the requirements of this Charter.
F. Education
and Orientation
Members of the Committee shall
be provided with appropriate and timely training to enhance their understanding of auditing, accounting, regulatory and industry issues
applicable to the Company.
New Committee members shall be
provided with an orientation program to educate them on the Company’s business, their responsibilities and the Company’s financial
reporting and accounting practices.
G. Review
of This Charter
The Committee shall review and
reassess annually the adequacy of this Charter and recommend any proposed changes to the Board.
H. Evaluation
of Committee
The Committee is responsible for
developing and conducting an annual self-assessment of its performance. The Committee shall report to the full Board on the results of
its assessment each year and shall make any appropriate recommendations to further enhance the Committee’s performance.
This Charter was approved by the
Board on June 21, 2021.
SCHEDULE
“C” - NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
1. PURPOSE
The Nominating and Corporate Governance
Committee (the “Committee”) shall assist the board of directors (the “Board”) of High Tide Inc.,
a corporation existing under the laws of Alberta (the “Company”), in fulfilling its responsibilities relating to the
director nomination process and the development and implementation of sound corporate governance practices.
2. COMPOSITION
AND QUALIFICATIONS
The Committee shall be appointed
by the Board and shall be comprised of at least two directors (as determined from time to time by the Board), one of whom shall be appointed
by the Board as Chair of the Committee (a “Chair”). If a Chair is not so appointed, the members of the Committee may
elect a Chair by majority vote. Committee members may be removed by the Board in its discretion.
The Chair and each member of the
Committee shall serve until his or her successor is duly appointed, or until his or her earlier death, resignation or removal by the Board.
At any time that the Company is
neither a foreign private issuer (as such term is defined by the rules of the United States Securities and Exchange Commission) nor a
“controlled company” (as such term is defined in the National Association of Securities Dealers Automated Quotations (“NASDAQ”)
listing rules), unless otherwise permitted by applicable phase-in rules and exemptions, each member of the Committee will qualify as an
“independent director” as defined by the NASDAQ listing standards then in effect and the National Instrument 52-110 - Audit
Committees.
No independent member of the Committee
shall receive from the Company or any of its affiliates any compensation other than the fees to which he or she is entitled as a director
of the Company or a member of a committee of the Board. Such fees may be paid in cash and/or shares, options or other in-kind consideration
ordinarily available to directors.
3. MEETINGS
The Committee shall hold regularly
scheduled meetings and such special meetings as circumstances dictate. The Committee shall report regularly regarding the Committee’s
activities and actions to the Board.
A. Agenda
and Notice
The Chair shall establish the meeting
dates and the meeting agenda. In setting the agenda for a meeting, the Chair shall encourage the Committee members, Chief Executive Officer
(“CEO”) and other executive officers, and other members of the Board to provide input in order to address emerging
issues.
The Chair or Company Secretary
shall send proper notice of each Committee meeting and information concerning the business to be conducted at the meeting, to the extent
practical, to each member prior to each meeting. The Chair or a majority of the members of the Committee may call a special meeting of
the Committee at any time.
Any written material provided to
the Committee shall be appropriately balanced (i.e. relevant and concise) and shall be distributed in advance of the respective meeting
with sufficient time to allow Committee members to review and understand the information.
B. Holding
and Recording Meetings
Committee meetings may be held
in person, video conference or telephonically. Action may be taken by the Committee upon the affirmative vote of a majority of the members.
The Committee shall keep written minutes of its meetings and submit such minutes to the Board.
C. Action
Without Meeting
Action
may be taken by the Committee without a meeting if all of the members of the Committee indicate their approval thereof in writing.
D. Quorum
A majority of the members of the
Committee shall constitute a quorum.
4. COMPENSATION
The compensation of Committee members
shall be determined by the Board and/or a committee of the Board.
5. RESPONSIBILITIES
AND POWERS OF THE COMMITTEE
Subject to the terms of any agreement
between shareholders of the Company and Company, the Committee has direct responsibility and power to perform the following duties:
A. Director
Nomination and Board Succession Planning
The Committee shall develop and
recommend to the Board appropriate qualifications and criteria for the selection of Board and Committee members. When requested by the
Board, the Committee shall consider and recommend for approval by the Board candidates qualified to be nominated for election as directors
and to each of the Committees of the Board. For such purpose, the Committee shall develop a succession plan for the Board, including maintaining
a list of qualified candidates.
In making its recommendations,
the Committee should consider:
1. The competencies
and skills that the Committee considers to be necessary for the Board to possess;
2. The
competencies and skills that the Committee considers each existing Director possesses;
3. The
competencies and skills each new nominee will bring to the boardroom;
4. The diversity
of candidates (abilities, experience, perspective, education, gender, background, race and national origin); and
5. Whether
each new nominee can devote sufficient time and resources to his or her duties as a Board member.
The Committee shall be responsible
for assessing the independence of directors within the meaning of securities laws and stock exchange rules applicable to the Company and
addressing any potential conflict of interest situations.
The Committee shall assist the
Board with the review of the size and composition of the Board and its committees, with a view to facilitating effective decision-making.
B. Board
Orientation and Education
The Committee shall assist in the
orientation of newly elected or appointed directors, including in becoming acquainted with the nature and operation of the Company’s
business and its governance practices including an understanding of the role of the Board and its committees, as well as the contribution
individual directors are expected to make (particularly with respect to the commitment of time and resources that the Company expects
from its directors).
The Committee shall also ensure
that the Company provides continuing education opportunities for all members of the Board, so that directors maintain or enhance their
skills and abilities as directors and that their knowledge and understanding of the Company’s business remains current.
C. Board
and Committee Evaluation
The Committee will develop appropriate
qualifications and criteria for the Board as a whole and for individual directors. The Committee shall ensure that the Board and its committees
are assessed on an annual basis regarding their effectiveness and contribution. An assessment will consider, in the case of the Board
or a Board committee, the Board Governance Practices and Mandate/Charters.
D. Corporate
Governance
The Committee shall periodically
review and make recommendations in respect of the Company’s corporate governance principles and practices, associated disclosure
and the Company’s Code of Ethics and other related corporate policies as recommended by the CEO and accepted by the Committee. The
Committee shall for such purpose periodically review proposed, new or amended regulatory requirements or stock exchange rules relating
to corporate governance as advised by the Head of the Legal Department.
The Committee shall assist the
Board and the standing committees of the Board in reviewing the Mandate of the Board, the Charters of the standing committees and the
position descriptions for the Chair of the Board and the Chair of each Board committee.
E. Strategic
Planning
The Committee will regularly review
the strategic plan and goals of the organization, along with ensuring that they are formally reviewed annually. The Committee will review
and approve the overall strategic planning process and ensure that systems are in place for measuring and monitoring the plan.
F. Risk
Assessment
Assessment of principle risks to
the organization will be governed by the Committee, along with ensuring appropriate systems and steps are implemented to manage those
risks.
G. Other
Responsibilities
The Committee shall perform such
other duties with respect to Board nominations, corporate governance and related matters as may be delegated from time to time by the
Board or may be required by law or deemed appropriate by the Committee. The Committee shall discharge its responsibilities, and shall
assess the information provided to the Committee, in accordance with its business judgment. The Committee shall have the authority to
conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate.
6. COMMITTEE
ADMINISTRATIVE MATTERS
A. Independent
Advisers
The Committee shall have authority
to engage, provide appropriate funding for and cause the Company to pay the compensation to obtain advice and assistance from outside
legal and executive search firms or accounting and other advisors to carry out its responsibilities.
B. Access
to Records and Personnel
The Committee shall have full access
to any relevant records of the Company that it deems necessary to carry out its responsibilities. The Committee may request that any officer
or other employee of the Company or any advisor to the Company meet with members of the Committee or its advisors, as it deems necessary
to carry out its responsibilities.
C. Reports
to Board
The Committee shall report periodically
to the Board regarding Committee matters and/or the meetings of the Committee with such recommendations to the Board as the Committee
deems appropriate.
D. Annual
Meeting Planner
Prior to the beginning of a fiscal
year, the Committee shall submit an annual planner for the meetings to be held during the upcoming fiscal year, for review and approval
by the Board to ensure compliance with the requirements of this Charter.
E. Education
and Orientation
Members of the Committee shall
be provided with appropriate and timely training to enhance their understanding of industry governance practices, disclosure requirements
and the governance practices applicable to the Company.
New Committee members shall be
provided with an orientation program to educate them on the Company’s business, their responsibilities and the Company’s governance
practices.
F. Review
of This Charter
The Committee shall review and
assess annually the adequacy of this Charter and recommend any proposed changes to the Board for approval.
The procedures outlined in this
Charter are meant to serve as guidelines, and the Committee may adopt such different or additional procedures as it deems necessary from
time to time.
G. Evaluation
of Committee
The Committee is responsible for
developing and conducting an annual self-assessment of its performance. The Committee shall report to the full Board on the results of
its assessment each year and shall make any appropriate recommendations to further enhance the Committee’s performance.
This Charter was approved by the
Board on June 21, 2021.
SCHEDULE
“D” - CODE OF ETHICS
1. PURPOSE
The purpose of this Code of Ethics
(this “Code”) is to communicate High Tide Inc.’s (the “Company”) commitment to conducting
business with integrity, honesty and respect, in compliance with applicable laws, regulations and policies, and in a manner that preserves
the Company’s reputation and deters unethical behavior and wrongdoing.
This Code provides an overview
of requirements, standards and expectations as guidance in duties and dealings with, and when acting as a representative of, the Company.
It is not intended to cover every issue that may arise and may be supplemented by other policies that may be adopted by the Company from
time to time.
2. APPLICATION
This Code applies to all members
of the board of directors (the “Board”), officers, employees, consultants, contractors and agents (collectively “Representatives”)
of the Company and its affiliates and subsidiaries worldwide. Adherence to this Code is a condition of employment with or providing services
to the Company.
3. ETHICS
AND INTEGRITY
A. Standards
of Good Professional Ethics
All of the Company’s business
activities and affairs must be carried out ethically and honest. The Company expects all Representatives to conduct themselves with honesty
and integrity and to avoid even the appearance of improper behavior. Anything less is unacceptable and may be treated as a serious breach
of duty.
B. Good
Ambassadorship
All Representatives are ambassadors
of the Company, its subsidiaries, and brands. All Representatives shall represent the Company professionally, and act and communicate
in a manner which upholds its good reputation and image at all times. This includes the use of social media and other forms of digital
or other communications. As Representatives’ actions are seen to reflect those of the Company, all actions must reflect the policies
and standards of the Company.
C. Compliance
with Laws, Code and Policies
All Representatives shall comply
with the laws, rules and regulations of the jurisdictions where they carry out their duties and all jurisdictions where the Company conducts
its business activities. All Representatives shall comply with this Code and all the Company’s policies that apply to them.
D. Bribery
In the United States and Canada,
and in many other countries, it is illegal and/or contrary to applicable ethical codes, to provide, offer or accept a kickback or bribe.
A kickback or bribe may be defined as any money, fee, commission, credit, gift, gratuity, loan, reward, advantage, benefit, thing of value
or compensation of any kind that is provided, directly or indirectly, and that has as one of its purposes, the improper obtaining or rewarding
of favorable treatment in a business transaction. The Company’s policy is that kickbacks and bribes are illegal and not allowed.
Bribery, anti- kickback or similar laws could be applicable when a Representative receives or is offered payments, gifts or gratuities
that might unduly influence the Company’s business judgment or practices.
Representatives must comply with
this Code and all the Company’s policies that apply to them, and, if offered payments, gifts or other gratuities that might unduly
influence the conduct of the Company’s business, should seek guidance from the Corporate Secretary / VP and Legal Counsel of the
Company.
E. Vendors,
Suppliers, Customers and other Third Parties
The Company is committed to treating
all of its vendors, suppliers, customers and other third parties fairly, honestly and courteously. Representatives are to avoid unfair
tactics and favoritism, and never take unfair advantage of any third party through manipulation, concealment, misrepresentation of material
facts or any other unfair practice. Legally, the Company may be held liable for the actions of any third party acting on the Company’s
behalf, including agents, representatives, business partners or promoters, as if the Company had performed such actions. All agreements
with vendors, suppliers, customers and third parties must be in writing and reviewed by their relevant executive officer and must specify
the goods and services to be provided and the fees to be paid. Such agreements must be in line with reasonable competitive and market
practices, the principles established in this Code and relevant corporate policies. Throughout the business relationship, Representatives
must continuously and properly monitor such third parties to prevent misconduct.
F. Fair
Competition
Antitrust laws are designed to
protect competition in the United States and Canada. Generally speaking, the following types of topics, and any others that may limit
competition, should never be discussed with a competitor (including a potential or prospective competitor): prices, pricing policy, discounts
or rebates (including competitive bidding practices); costs, profits, or profit margins; terms or conditions of sale, including credit
terms and return policies; division of markets, market territories, customers or sales territories; market share of any products; marketing,
advertising or promotional plans; controlling, preventing or reducing the supply of any product; pricing or promotional practices of wholesalers,
dealers, distributors or customers; classifying, rejecting, terminating or allocating customers; or any other non-public and/or competitively
sensitive information about the Company or a competitor. Each Representative is responsible for making sure that his or her actions on
behalf of the Company do not in any way violate or appear to violate antitrust laws or regulations. When in doubt, seek assistance from
your relevant executive officer.
G. Fair
Dealing
All business dealings undertaken
on behalf of the Company, including with its security holders, customers, suppliers, competitors and employees, must be conducted in a
manner that preserves the Company’s integrity and reputation. The Company seeks to avoid misrepresentations of material facts, manipulation,
concealment, abuse of confidential information, or any other illegal or unfair practices in all activities undertaken by or on behalf
of the Company.
H. Conflicts
of Interest
While the Company respects the privacy
of its Representatives in the conduct of their personal affairs, it insists that they fully discharge their duties of fidelity to the
Company. Representatives should avoid any activity in which their personal interests may come into conflict or may appear to conflict
with the interests of the Company in its relations with current or prospective suppliers, customers, potential candidates, competitors
or partners. A conflict of interest may arise when a Representative is in a situation, or is likely to be put in a situation where the
Representative has the opportunity of making a decision on behalf of the Company that may benefit the Representative or their friends,
relatives or business associates contrary to the best interests of the Company. Should any Representatives find themselves in a potential
conflict of interest situation, they must promptly make disclosure to their relevant executive officer and abide by the executive officer’s
decision. Two factors that will be considered when determining whether a conflict of interest exists are: (1) whether the Representative
is or could be in a position to influence the Company’s relationship with a supplier, customer, potential candidate, competitor
or partner; and (2) whether the Representative’s judgment could be affected, or could appear to be affected, as it relates to the
supplier, customer, potential candidate, competitor or partner because of the significance of the Representative’s personal interest.
It is not possible to anticipate every
conflict of interest situation a Representative may encounter. Without limiting the general scope of this policy, the following relationships
and courses of conduct will be considered to involve a conflict of interest where disclosure must be promptly made to their relevant executive
officer unless in special circumstances they are specifically approved and waived by the Company:
• A Representative, friend, relative
or business associate have a material interest in, or are an officer, director, or are otherwise involved in an entity which does or is
proposing to do business with the Company, or which competes or is likely to compete with the Company.
• During the course of their employment,
or as a direct result of their employment, a Representative becomes aware of business opportunities where it is reasonably expected the
Company may be interested in pursuing such opportunities and the Representative uses this information for their own benefit, or for the
benefit of a friend, relative, or business associate instead of for the benefit of the Company.
In addition, a Representative should
not use Company assets, including confidential, proprietary, or otherwise sensitive information gained through the course of their employment,
or from the engagement of their services, for their own personal benefit (or the benefit of friends, relatives or business associates)
or for non-Company activities, unless the Company has given its prior consent. Information gained through the course of a Representative’s
employment, or from the engagement of their services, includes Company business ventures or activities, or proposed business ventures
or activities.
Should any Representatives find themselves
in a potential conflict of interest situation, they must promptly make disclosure to their relevant executive officer.
This Code is not a substitute for
the exercise of good judgment by the Company’s Representatives.
I. Corporate
Opportunities
Representatives are prohibited from
taking for themselves personally opportunities that arise through the use of corporate property, information or position and from using
the Company property, information or position for personal gain. Representatives are also prohibited from competing with the Company,
directly or indirectly, and owe a duty to the Company to advance the legitimate interests of the Company when the opportunity arises.
J. Gifts
and Entertainment
Representatives shall perform their
duties and arrange their personal business affairs in a manner that does not interfere with their independent exercise of judgment. Generally,
Representatives shall not give or accept any gift, favour, entertainment, special accommodation or other items of value, to or from any
vendors, suppliers, potential candidates, potential or actual business partners or other third parties except in strict compliance with
the Company’s Anti-Bribery and Anti-Corruption Compliance guidance, this Code, and with applicable law. No one working for the Company
shall accept financial compensation of any kind, nor any special discount, loan or favor, from persons, corporations or organizations
having dealings or potential dealings with the Company.
K. Charitable
and Political Activities
The Company values the culture
of giving, of social engagement and of caring for others. The Company wants to foster good relations within the communities where it operates.
Representatives are encouraged to participate in local activities that address the needs of the communities in which they live and work
and to participate as a private citizen in government and the political process, using your own money and your own time. It should always
be clear to outside observers that these are your personal actions and not actions taken on behalf of the Company. Make involvement in
charitable or political activities is not prohibited by other Company policies or suggestive of anything improper, and do not use, without
specific written authorization, any Company funds or resources to help or promote any charitable cause or political candidate or party.
4. SAFE,
RESPECTFUL AND INCLUSIVE WORKPLACE
A. No
Discrimination and Harassment
No discrimination, and harassment
is accepted and providing a collegial working environment in which all individuals are treated with dignity and respect is mandatory.
Every individual has the right to work in a professional atmosphere which promotes equal opportunities and prohibits discriminatory practices.
Any discrimination or harassment, including but not limited to, the basis of age, color, creed, disability, ethnic origin, gender, marital
status, national origin, political belief, race, religion, sexual orientation, gender identity, gender expression or any other characteristics
protected by law, is strictly prohibited.
B. Workplace
Safety
The Company is committed to providing
a safe and healthy work environment that complies with all relevant laws and regulations. Workplace violence is not tolerated. Any misuse
of alcohol or legal drugs (prescribed or un- prescribed), or the use of any illegal drugs, may jeopardize job safety and/or performance,
and is prohibited in the workplace. No Representative shall enter the workplace under the influence of alcohol or such drugs that may
impair safety and/or performance.
5. SAFEGUARDING
THE COMPANY’S ASSETS AND INFORMATION
A. Protection
and Proper Use of the Company’s Assets
All Representatives shall deal
with the Company’s assets, including all data, information (confidential or otherwise), records, products, material, facilities,
inventory, “know-how”, trade secrets, trademarks, copyrights and other intellectual property, and equipment, with the strictest
integrity and with due regard to the interests of the Company. The Company must maintain the accuracy, confidentiality, privacy and security
of these types of information in order to comply with all applicable privacy laws. Similarly, Representatives must not disclose commercially
confidential or otherwise sensitive information. The Company’s assets may not to be used for personal gain or benefit. In addition,
all Representatives must act in a manner to protect such assets from loss, damage, misuse, theft, misappropriation, The Company expects
its employees to use internet access for business-related purposes (i.e., to communicate with customers and suppliers, to research relevant
topics and to obtain useful business information). All existing policies apply to conduct on the internet, particularly (but not exclusively)
those policies dealing with intellectual property protection, privacy, misuse of the Company’s resources, sexual harassment, information
and data security and confidentiality. All employees must take special care to maintain clarity, consistency and integrity of the Company’s
corporate image and standing.
B. Confidentiality
of Information
Information is one of the Company’s
key assets. It is the Company’s policy to ensure that its proprietary and confidential information, including proprietary and confidential
information that has been entrusted to the Company by others (“Confidential Information”), is adequately safeguarded.
All Representatives are responsible for protecting Confidential Information, including information about the Company’s business,
assets, opportunities, suppliers and competitors, from unauthorized advertent or inadvertent disclosure.
C. Communications
Representatives should take care
to ensure that all business records and communications (including email, texts, and instant messages) are clear and accurate. Please remember
that business communications may be shared or become public through litigation, government investigation, or publication in the media.
Potential risks from inaccurate or misleading statements include claims of false advertising, misrepresentation, breach of contract, securities
fraud, unfair disclosure, and competition violations. Representatives may not give an endorsement or other statement on behalf of the
Company or personal endorsement that identifies your affiliation with the Company, except when approved by their relevant executive officer.
In addition, Representatives may not discuss the Company’s business, including financial condition, business or financial performance,
products, or business prospects with anyone, including but not limited to financial analysts, actual, or potential investors without the
prior approval of their relevant executive officer. All requests for a representative of the Company to participate in conferences (including
speaking on a panel or attending a dinner or any event that targets the financial community) must be referred to their relevant executive
officer for approval. If any such analysts or investors contact you, please refer such inquiries to the President.
D. Inside
Information and Insider Trading Laws
Representatives are prohibited
from buying or selling shares of the Company if they are aware of nonpublic material information about the Company (also referred to as
“inside information”). Trading in shares while in possession of nonpublic material information is a violation of insider
trading laws. Material information can be positive or negative. Information is “material” if it would influence a reasonable
investor in deciding whether to buy, sell or hold the Company’s shares or, if disclosed to the public, would reasonably be expected
to have a significant effect on the market price or value of the shares. Possible examples include financial information such as consolidated
sales numbers, financial projections or the Company’s financial performance, the hiring or departure of key personnel, or significant
inventory issues. Information is considered to be “public” two trading days after it has been widely released to the public
through a press release or by making a SEDAR filing, giving the public markets adequate time to digest the material information. Representatives
are prohibited from disclosing inside information. Only certain individuals who are authorized may publicly disclose nonpublic material
information. Improper disclosure, even accidentally, can violate insider trading laws. Disclosing nonpublic material information to other
people, including immediate family members or friends, or recommending the purchase or sale of the Company’s shares to others while
aware of nonpublic material information, is known as “tipping” and is illegal. A person who receives the information (i.e.,
is “tipped”) and then trades in the Company’s shares or informs others of that information is also in violation of insider
trading laws.
E. Financial
Integrity and Responsibility
Representatives are expected to
act responsibly and exercise sound judgment with respect to matters involving company finances. Representatives must adhere to all applicable
accepted accounting standards and practices, keep accurate, complete and timely records, submit accurate and complete reports as required,
comply with the Company’s system of internal controls, and sign only those documents you believe to be correct and complete. The
Company will not (i) establish any undisclosed or unrecorded funds or assets for any purpose, (ii) enter into side agreements or other
informal arrangements, either written or oral or (iii) not take any actions or fail to take any actions that would cause its financial
records or financial disclosure to fail to comply with generally accepted accounting principles and all applicable laws, rules and regulations.
All Representatives must cooperate fully and completely with the Company’s accounting and audit teams, as well as the Company’s
independent public accountants and counsel, providing them with complete and accurate information and assistance. Representatives are
prohibited from coercing, manipulating, misleading or improperly influencing the Company’s internal or external auditors at any
time. Representatives are prohibited from knowingly making, or causing or encouraging any other person from making, in any of the Company’s
public disclosure, any false or misleading statements or any omissions of any information necessary to make the disclosure complete and
accurate in all material respects. If you suspect or observe any irregularities relating to financial integrity and responsibility, immediately
report them to their relevant executive officer or the nominating and corporate governance committee of the Company (the “Nominating
and Corporate Governance Committee”).
F. Compliance
The Nominating and Corporate Governance
Committee is responsible for reviewing and evaluating this Code at least annually and will recommend any necessary or appropriate changes
to the Board for consideration.
G. Reporting
Violations of this Code
All Representatives shall adhere
to High Tide’s commitment to conduct its business and affairs in a lawful and ethical manner. All Representatives are encouraged
to talk to their relevant executive officer or the management team when in doubt about the best course of action in a particular situation
and to report any breach or suspected breach of law, regulation, this Code or any of the Company’s corporate policies.
The Company prohibits retaliatory
action against any Representative who, in good faith, reports a possible violation of this Code. Any Representative who believes he or
she has been retaliated against should promptly report it to their relevant executive officer.
H. Consequences
of Violation of this Code
Representatives may be required
to certify their understanding of and compliance with this Code from time to time as applicable. Failure to comply may result in severe
consequences, which could include internal disciplinary action or termination of employment or consulting arrangements without notice.
Violation may also violate certain Canadian and/or other laws. If it appears a Representative may have violated such laws, the Company
may refer the matter to the appropriate authorities, which could lead to legal proceedings, penalties, fines or imprisonment.
I. Waiver
of this Code
Waivers or exceptions may be granted
only in advance and under exceptional circumstances by the Nominating and Corporate Governance Committee. Any waiver of this with respect
to a member of the Nominating and Corporate Governance Committee may be granted only by the audit committee of the Company. Any waiver
with respect to a director or executive officer of the Company may be granted only by the Board. Any such waiver shall be disclosed to
the extent and in the manner required by applicable laws or stock exchange rules.
This Code was approved by
the Board on November 8, 2023.
SCHEDULE
“E” - COMPENSATION COMMITTEE CHARTER
1. PURPOSE
The Compensation Committee (the
“Committee”) shall assist the board of directors (the “Board”) of High Tide Inc., a corporation
existing under the laws of Alberta (the “Company”), in fulfilling its governance responsibilities relating to oversight
of the Company’s compensation policies, succession planning, performance evaluations, plans and programs, compensation of the Company’s
directors, Chief Executive Officer (“CEO”) and other executives officers and the Company’s equity-based and incentive
compensation programs. The term “compensation” shall include salary, long-term incentives, bonuses, perquisites, equity
incentives, severance arrangements, retirement benefits and other related benefits and benefit plans.
2. COMPOSITION
AND QUALIFICATIONS
The Committee shall be appointed
by the Board and shall be comprised of at least two directors and a maximum of five voting members (as determined from time to time by
the Board), one of whom shall be appointed by the Board as Chair of the Committee (the “Chair”). If a Chair is not
so appointed, the members of the Committee may elect a Chair by majority vote. Committee members may be removed by the Board in its discretion.
The Chair and each member of the
Committee shall serve until their successor is duly appointed, or until their earlier death, resignation or removal by the Board.
At any time that the Company is
neither a “foreign private issuer” (as such term is defined by the rules of the United States Securities and Exchange
Commission) nor a “controlled company” (as such term is defined in the National Association of Securities Dealers Automated
Quotations (“NASDAQ”) listing rules), unless otherwise permitted by applicable phase-in rules and exemptions, each
member of the Committee will qualify as an “outside director” within the meaning of Section 162(m) of the Internal
Revenue Code, a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934,
as amended, and an “independent director” as defined by the NASDAQ listing standards then in effect and the National
Instrument 52-110 - Audit Committees.
No member of the Committee shall
receive from the Company or any of its affiliates any compensation other than the fees to which he or she is entitled as a director of
the Company or a member of a committee of the Board. Such fees may be paid in cash and/or shares, options or other in-kind consideration
ordinarily available to directors. No director who serves as board member of any other company shall be eligible to serve as a member
of the Committee unless the Board has determined that such simultaneous service would not impair the ability of such member to effectively
serve on the Committee. Determinations as to whether a particular director satisfies the requirements for membership on the Committee
shall be made by the nominating and corporate governance committee of the Board.
The CEO shall appoint an employee
to serve as a liaison to the Committee.
3. MEETINGS
The Committee shall hold regularly
scheduled meetings and such special meetings as circumstances dictate. The Committee shall report regularly regarding the Committee’s
activities and actions to the Board.
A. Agenda
and Notice
The Chair shall establish the meeting
dates and the meeting agenda. In setting the agenda for a meeting, the Chair shall encourage the Committee members, CEO and other executive
officers, and other members of the Board to provide input to address current and emerging issues.
The Chair or Company Secretary
shall send proper notice of each Committee meeting and information concerning the business to be conducted at the meeting, to the extent
practical, to each member prior to each meeting. The Chair or a majority of the members of the Committee may call a special meeting of
the Committee at any time.
Any written material provided to
the Committee shall be appropriately balanced (i.e. relevant and concise) and shall be distributed in advance of the respective meeting
with sufficient time to allow Committee members to review and understand the information.
The Committee shall meet as frequently
as it deems necessary, but no less than three times per year.
B. Holding
and Recording Meetings
Committee meetings may be held
in person, video conference or telephonically. Action may be taken by the Committee upon the affirmative vote of a majority of the members.
The Committee shall keep written minutes of its meetings and submit such minutes to the Board.
C. Action
without Meeting
Action may be taken by the Committee
without a meeting if all of the members of the Committee indicate their approval thereof in writing.
D. Quorum
A majority of the members of the
Committee shall constitute a quorum.
4. COMPENSATION
The compensation of Committee members
shall be determined by the Board.
5. RESPONSIBILITIES
AND POWERS OF THE COMMITTEE
The Committee has direct responsibility
and power to perform the following duties:
A. Overall
Compensation Strategy
The Committee shall evaluate and
recommend to the Board for approval the compensation plans and programs advisable for the Company, as well as evaluating and recommending
to the Board for approval the modification or termination of existing plans and programs.
B. Executive
Compensation Philosophy
The Committee shall review and
approve the Company’s goals and objectives relevant to overall executive compensation philosophy based on the principles that compensation
should, to a significant extent, be reflective of the financial performance of the Company, and ensure that the administration of the
Company’s executive compensation plans, policies and practices conform to this philosophy.
C. Executive
Officer Evaluation and Compensation
The Committee shall review and
approve goals and objectives relevant to CEO and other executive officer compensation, evaluate the performance of the CEO and other executive
officers in light of those goals and objectives and with appropriate input from other independent directors, determine and recommend to
the Board for approval, the compensation levels for the CEO and other executive officers based on this evaluation with the deliberations
and voting on the CEO’s compensation to be conducted without the CEO present.
As part of the annual review of
the performance of the CEO and other executive officers, the Committee shall satisfy itself as to the integrity and values of the executive
officers and the contribution of the executive officers in creating a positive culture throughout the organization and shall report those
determinations to the Board.
D. Appointment
or Removal of the CEO and Other Executive Officers
The Committee shall assist the
Board with the selection and appointment of the CEO and provide oversight to the appointment and termination of other executive officers
of the Company.
The Committee shall consider and
make recommendations to the Board in respect of the terms of the service/employment contracts of the CEO and other executive officers
and any proposed changes to these contracts. The Committee shall also ensure that contractual terms on termination, and any payments made,
are fair to the individual and the Company, that poor performance is not rewarded and that the duty to mitigate loss is fully recognized.
The hiring or termination of employment of any executive officer by any representative of the Company other than the Board may be subject
to review and approval by the Committee.
E. Director
Compensation
The Committee shall periodically
evaluate and make recommendations to the Board with respect to appropriate forms and amounts of compensation for non-employee directors
of the Company to ensure that it properly aligns the interests of directors with the long-term interests of the Company and shareholders
and that it realistically reflects the responsibilities and risks involved in being an effective director of the Company.
F. Equity-Based
and Incentive Compensation Plans
The Committee shall administer
the Company’s equity-based plans and management incentive compensation plans and make recommendations to the Board about amendments
to such plans and the adoption of any new employee incentive compensation plans.
G. Position
Description for the CEO
Together with the CEO, the Committee
shall develop a clear position description for the CEO, delineating roles and responsibilities between the Board and the executive officers.
H. Succession
Planning
The Committee shall assist the
Board in overseeing that succession planning programs are in place for the CEO and other executive officers. An annual succession planning
review for the CEO and key executives will occur.
I. Disclosure
The Committee shall review and
discuss with management the Company’s proposed compensation disclosures and based on such review and discussion, make a recommendation
to the Board as to such disclosures in annual reports, as applicable. The Committee shall produce an annual Committee report for inclusion
in the Company’s annual report, in compliance with applicable rules and regulations.
J. Insurance
Coverage
The Committee shall review and
establish appropriate insurance coverage for the directors and executive officers.
K. Other
Responsibilities
The Committee shall perform such
other duties as may be required by law or requested by the Board or deemed appropriate by the Committee. The Committee shall discharge
its responsibilities, and shall assess the information provided to the Committee, in accordance with its business judgment. The Committee
shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall
deem appropriate.
The Committee will receive and
provide feedback on management reports on significant human resources initiatives, including but not limited to formal engagement surveys,
employee training, etc.
6. COMMITTEE
ADMINISTRATIVE MATTERS
A. Independent
Advisers
The Committee shall in its sole
discretion, appoint, retain or obtain the advice of compensation consultants, legal counsel or other advisers (“advisors”).
The Committee shall have the sole authority and direct responsibility to approve such advisors’ fees and other retention terms,
to oversee the work of and to terminate the services of such advisors, and the authority and responsibility to pay from Company funds
reasonable compensation to such advisors, as determined by the Committee.
Before selecting or obtaining the
advice of such firm or expert (other than in-house legal counsel), the Committee shall consider all factors relevant to the independence
of such consultant, legal counsel or adviser from management, including the factors set forth in the NASDAQ listing standards then in
effect and any other applicable laws, rules or regulations.
B. Access
to Records and Personnel
The Committee shall have full access
to any relevant records of the Company that it deems necessary to carry out its responsibilities. The Committee may request that any officer
or other employee of the Company or any advisor to the Company meet with members of the Committee or its advisors, as it deems necessary
to carry out its responsibilities.
C. Reports
to Board
The Committee shall report periodically
to the Board regarding Committee matters and/or the meetings of the Committee with such recommendations to the Board as the Committee
deems appropriate.
D. Annual
Meeting Planner
Prior to the beginning of a fiscal
year, the Committee shall submit an annual planner for the meetings to be held during the upcoming fiscal year, for review and approval
by the Board to ensure compliance with the requirements of this Charter.
E. Education
and Orientation
Members of the Committee shall
be provided with appropriate and timely training or information to enhance their understanding of industry compensation practices, compensation
disclosure requirements and the compensation strategy applicable to the Company.
F. Review
of This Charter
The Committee shall review and
assess annually the adequacy of this Charter and recommend any proposed changes to the Board for approval. The procedures outlined in
this Charter are meant to serve as guidelines, and the Committee may adopt such different or additional procedures as it deems necessary
from time to time.
G. Evaluation
of Committee
The Committee is responsible for
developing and conducting an annual self-assessment of its performance. The Committee shall report to the full Board on the results of
its assessment each year and shall make any appropriate recommendations to further enhance the Committee’s performance.
7. CHAIR
DUTIES AND RESPONSIBILITIES
The Chair has the following duties
and responsibilities:
(a) Provide
overall leadership to enhance the effectiveness of the Committee, including overseeing the structure, composition, membership and activities
delegated to the Committee;
(b) Chairing
every meeting of the Committee and encouraging free and open discussion at the meetings. Encouraging Committee members to ask questions
and express viewpoints during meetings;
(c) Scheduling
and setting the agenda for the Committee meetings with input from other Committee members, CEO and management, as appropriate, and ensuring
that there is sufficient time during Committee meetings to fully discuss agenda items;
(d) Facilitating
the timely, accurate and proper flow of information to and from the Committee;
(e) Arranging
for management, external advisors and others to attend and present to the Committee, as appropriate;
(f) Taking all
other reasonable steps to ensure that the responsibilities and duties of the Committee are well understood by the Committee members and
executed as effectively as possible;
(g) Foster ethical
and responsible decision-making by the Committee and its individual members;
(h) As needed
or appropriate, enable the Committee to meet in separate, regularly scheduled, non-management, closed sessions with, or without external
advisors;
(i) Following
each meeting of the Committee report to the Board on the activities, findings and any recommendations of the Committee; and
(j) Carry out
such duties as may be reasonably requested by the Board.
This Charter was approved by the Board on June 21,
2021.
46
Exhibit
99.3
![](https://www.sec.gov/Archives/edgar/data/1847409/000127956924000714/proxy1.jpg)
Exhibit
99.4
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