High Tide closes $30-million loan agreement with Cronos

Mr. Raj Grover reports HIGH TIDE CLOSES ON $30 MILLION CONVERTIBLE DEBT FROM CRONOS GROUP INC. High Tide Inc. has closed a loan agreement with a wholly owned subsidiary of Cronos Group Inc. to secure convertible debt with a principal amount of $30-million. High Tide intends to use this working capital to finance future acquisitions and organic growth as it seeks to expand its business and grow its domestic store network beyond 300 locations in Canada. "Given our strong and proven business model, it's incredibly validating to receive a second vote of confidence in the form of an investment from a major licensed producer in recent months," said Raj Grover, founder and chief executive officer of High Tide. "Their support speaks volumes about the value High Tide brings to the legal cannabis ecosystem, not only as a growth-focused retailer but as a key industry player that's helping improve the operating environment for licensed producers, reduce illicit market share and reinforce Canada's regulated framework over all. With this investment, which will serve entirely as growth capital, we're poised to accelerate our expansion both in Canada and internationally." "Our investment was driven by the belief that a competitive and equitable retail environment benefits the entire industry, including producers, retailers and adult consumers," said Mike Gorenstein, chairman, president and CEO of Cronos. "We remain fully committed to working with and supporting all our retail partners." Transaction details The junior secured loan is secured by a third-priority lien on certain of High Tide's assets and bears interest at 4 per cent per annum. Pursuant to the terms of the loan agreement, Cronos may, with the agreement of High Tide, from time to time, convert the junior secured loan, excluding the amounts attributed to the original issuance discount, into common shares in the capital of High Tide at a price of $4.20 per common share. The junior secured loan has a five-year term and may be repaid, in whole or in part, at any time, at High Tide's option with no penalty. Additionally, Cronos received a common share purchase warrant. The warrant is exercisable into up to 3,836,317 common shares at an exercise price of $3.91 per warrant share, representing a 25-per-cent premium to the 30-day volume weighted average price of High Tide shares on the TSX Venture Exchange ending on the trading day prior to the date of this news release, for a period of five years, at Cronos's option. The TSX-V has conditionally approved the listing of the conversion shares and warrant shares, subject to the fulfilment of the requirements of the TSX-V's conditional approval. 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 and is the second-largest cannabis retailer globally by store count (1). 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 202 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 Grasscity.com, Smokecartel.com, Dailyhighclub.com and Dankstop.com. 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. CBD (cannabidiol): High Tide continues to cultivate the possibilities of consumer CBD through Nuleafnaturals.com, FABCBD.com, blessedcbd.de and blessedcbd.co.uk. Wholesale distribution: High Tide keeps that cannabis category stocked with wholesale solutions via 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. (1) As reported by ATB Capital Markets based on store counts as of Feb. 6, 2025 We seek Safe Harbor.