Overview:

There is a proposed settlement in this class proceeding. More information about the proposed settlement is available below.

This action alleges that during the class period, TILT Holdings, Inc. and its directors and officers made misrepresentations about the value of TILT’s goodwill.

In November 2018, following the completion of a four-way merger and a capital raise of US$119 million, TILT applied for listing with the CSE to become a publicly listed company in Canada.

Prior to its listing on the CSE, TILT repeatedly disclosed to the public that it had goodwill and intangibles of US$721,065,218, a figure which was purportedly calculated in accordance with International Financial Reporting Standards (“IFRS”).

However, the Statement of Claim alleges that TILT’s goodwill was not calculated in accordance with IFRS. Instead, TILT massively overstated this figure in its public disclosures.

The truth about TILT’s goodwill was revealed in its very first quarterly filings after its listing for the period ending December 31, 2018, some five weeks after its lofty goodwill disclosure, when TILT disclosed for the first time that its goodwill needed to be written down by nearly US$500 million.

On this news, the value of TILT’s securities suffered an immediate and significant decline. In this action, the Plaintiff seeks to recover those losses on behalf of the Class Members from those responsible.

Class Definition:

The action was commenced on behalf of, other than certain Excluded Persons, collectively:

(i) Non-Primary Market Sub-Class: all persons, wherever they may reside or be domiciled, who acquired TILT’s securities during the Class Period, other than the Primary Market Sub-Class Excluded Persons; and

(ii) Primary Market Sub-Class: all persons, wherever they may reside or be domiciled, who acquired TILT’s US$119 million equity offering.

Capitalized terms are defined in the Amended Statement of Claim, which is available below.​

​Latest Updates:

May 25, 2022: The claims period is now closed. The administrator is processing claims. This may take several months.

February 25, 2022: The claims period is now open. A copy of the notice instructing class members how to make a claim is available here.

December 6, 2021: The settlement has been approved by the Court. A copy of the decision approving the settlement is available here.

October 5, 2021: The Plaintiff has entered into a proposed settlement of this class action for US$3.65 million.

• A copy of the Settlement Agreement is available here.

• More information about the proposed settlement is available in the Long Form Notice available here.

• The proposed plan to allocate and distribute the settlement fund is available here.

• If you want to opt out of the class action, a copy of the opt out form is available here.

• If you want to object to the proposed settlement, class counsel fees, the representative plaintiff honorarium or any other relief, a copy of the objection form is available here.

• A copy of the Plaintiff’s materials for settlement and class counsel fee approval are available here.

• The Zoom coordinates for the approval hearing before the Ontario Superior Court of Justice on November 29, 2021 at 10:00 AM ET are available here.

The deadline for email submission of opt out forms and objection forms is November 24, 2021.

June 24, 2021: The motions for or certification and leave to proceed under the Securities Act were rescheduled for March 1-4, 2022.

January 9, 2021: The parties have agreed to a timetable for the hearing of the motions for certification and leave to proceed under the Securities Act, with the hearing scheduled for November 2 - 4, 2021.

September 28, 2020: The Statement of Claim was amended. A copy of the Amended Statement of Claim is available here.

April 21, 2020: The Statement of Claim was filed with the Ontario Superior Court of Justice. A copy of the Statement of Claim is available here.