High Tide closes buy of 51% of Remexian for 26.4M euros

Mr. Raj Grover reports HIGH TIDE CLOSES ACQUISITION OF A MAJORITY STAKE IN REMEXIAN PHARMA GMBH Further to the press release dated Aug. 14, 2025, High Tide Inc. has completed the acquisition of a 51-per-cent interest in Remexian for an estimated purchase price of 26.4 million euros, such amount to be finalized in 30 days, once the final closing balance sheet is available, and will have a five-year option to acquire the remaining 49 per cent of Remexian at any time after 24 months. "Today marks a transformational moment in High Tide's journey as we officially plant our flag in Europe. With the closing of this majority acquisition of Remexian, High Tide is no longer just a Canadian success story. We are now a global cannabis company with real scale in Europe's largest federally regulated market," said Raj Grover, founder and chief executive officer of High Tide. "This transaction not only diversifies our revenue base beyond Canada but also creates a clear runway for expansion across Europe's regulated cannabis markets. With our proven track record of disciplined growth and free cash flow generation, we believe this acquisition positions High Tide for long-term global leadership," added Mr. Grover. Transaction details The transaction was completed pursuant to the terms of the acquisition agreement, a copy of which is available on the company's SEDAR+ profile. It implies an enterprise valuation of 53.4 million euros, representing 3.64065 times annualized adjusted earnings before interest, taxes, depreciation and amortization generated during the six months ended March 31, 2025. The estimated purchase price of 26.4 million euros for the 51 per cent of equity acquired was satisfied as follows. High Tide acquired 51 per cent of Remexian for: (i) 7.65 million euros in cash; and (ii) 7.65 million euros through a loan with the sellers; the loan will mature on Dec. 31, 2029, bear 7-per-cent annual interest (paid quarterly) and be prepayable at any time by the company with no penalty; and (iii) 5,864,373 High Tide shares valued at 11.1 million euros, on the basis of a deemed price of $2.1912 (U.S.) per High Tide share, representing the volume-weighted average price per High Tide share on Nasdaq for the 10 trading days ending Aug. 8, 2025. The High Tide shares issued are subject to a hold period of four months and one day. The transaction has been conditionally approved by the TSX Venture Exchange and is awaiting final approval. In addition to the foregoing, Remexian's owners have agreed to grant High Tide a call option to acquire the remaining interests in Remexian not held by High Tide. The call option will be exercisable at any time for a period of five years, following the call option term. The call option is exercisable at an enterprise value equal to the trailing 12 months of adjusted EBITDA multiplied by: (i) four if the call option is exercised in the first 12 months of the call option term; or (ii) 3.64065 if exercised thereafter. In addition, High Tide has agreed to grant Remexian's owners a put option to put to High Tide the remaining interests in Remexian not held by High Tide, at an enterprise value equal to the trailing 12 months of adjusted EBITDA multiplied by 3.64065. The consideration under the call option or the put option, if exercised, will be satisfied in a combination of cash and High Tide shares at High Tide's discretion. The call option has a minimum price of 15 million euros, and is subject to a minimum cash payment of at least 40 per cent, and the put option is subject to a minimum cash payment of at least 30 per cent. About High Tide Inc. High Tide is the leading community-grown, retail-forward cannabis enterprise engineered to unleash the full value of the world's most powerful plant. Its wholly owned subsidiary, Canna Cabana, is the second-largest cannabis retail brand globally. High Tide is uniquely built around the cannabis consumer, with wholly diversified and fully integrated operations across all components of cannabis, including: Bricks and mortar retail: Canna Cabana is the largest cannabis retail chain in Canada, with 207 current locations spanning British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and growing. In 2021, Canna Cabana became the first cannabis discount club retailer in the world. Retail innovation: Fastendr is a unique and fully automated technology that employs retail kiosks to facilitate a better buying experience through browsing, ordering and pickup. Consumption accessories: High Tide operates a suite of leading accessory e-commerce platforms across the world, including Grass City, Smoke Cartel, Daily High Club and Dankstop. Brands: High Tide's industry-leading and consumer-facing brand roster includes Queen of Bud, Cabana Cannabis Co., Daily High Club, Vodka Glass, Puff Puff Pass, Dopezilla, Atomik, Hue, Evolution and more. Cannabidiol: High Tide continues to cultivate the possibilities of consumer CBD through Nuleaf Naturals, FAB CBD, Blessed CBD. Wholesale distribution: High Tide keeps that cannabis category stocked with wholesale solutions through Valiant. Licensing: High Tide continues to push cannabis culture forward through fresh partnerships and licence agreements under the Famous Brandz name. High Tide consistently moves ahead of the currents, having been named one of Canada's top growing companies by The Globe and Mail's Report on Business in 2024 for the fourth consecutive year and was recognized as a top-50 company by the TSX Venture Exchange in 2022, 2024 and 2025. High Tide was also ranked No. 1 in the retail category on The Financial Times list of Americas' fastest-growing companies for 2023. We seek Safe Harbor.