EX-99.1 2 hiti-ex991condensedinterim.htm EX-99.1 Document
Exhibit 99.1








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Condensed Interim Consolidated
Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Stated in thousands of Canadian dollars, except share and per share amounts)
(Unaudited)

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High Tide Inc.
Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024






Condensed Interim Consolidated Financial Statements for the three and nine months ended July 31, 2025 and 2024.

The accompanying unaudited condensed interim consolidated financial statements of High Tide Inc. (“High Tide” or the “Company”) have been prepared by and are the responsibility of the Company’s management and have been approved by the Audit Committee and Board of Directors of the Company.









Approved on behalf of the Board:


(Signed) "Harkirat (Raj) Grover"            (Signed) "Nitin Kaushal"
President and Chair of the Board            Director and Chair of the Audit Committee









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High Tide Inc.
Condensed Interim Consolidated Statements of Financial Position
As at July 31, 2025 and October 31, 2024
(Unaudited — In thousands of Canadian dollars)

    
Notes
    2025 2024 
$$
Assets
Current assets
Cash and cash equivalents63,809 47,267 
Marketable securities64 712 
Trade and other receivables113,551 3,308 
Inventory1031,258 29,338 
Prepaid expenses and deposits94,920 5,164 
Total current assets103,602 85,789 
Non-current assets
Property and equipment728,539 27,471 
Right‐of‐use assets2635,563 36,525 
Long term prepaid expenses and deposits93,225 3,607 
Intangible assets and goodwill889,460 92,816 
Total non-current assets156,787 160,419 
Total assets260,389 246,208 
Liabilities
Current liabilities
Accounts payable and accrued liabilities21,829 22,150 
Income tax payable1,603 1,659 
Deferred revenue145,931 1,990 
Interest bearing loans and borrowings1610,087 12,891 
Current portion of notes payable12- 13,974 
Current portion of lease liabilities269,746 8,816 
Derivative liability
15
6,863 
Total current liabilities56,059 61,480 
Non-current liabilities
Notes payable1266 65 
Lease liabilities2630,252 31,391 
Deferred tax liability290 284 
Secured Debentures1712,308 7,476 
Convertible debt
15
17,923 
Total non-current liabilities60,839 39,216 
Total liabilities116,898 100,696 
Shareholders' equity
Share capital
19
302,968 300,643 
Warrants214,610 4,632 
Contributed surplus41,506 40,507 
Accumulated other comprehensive income6,785 6,848 
Accumulated deficit(214,466)(209,358)
Equity attributable to owners of the Company141,403 143,272 
Non-controlling interest292,088 2,240 
Total shareholders' equity143,491 145,512 
Total liabilities and shareholders' equity260,389 246,208 
Contingent liability (Note 28)
Subsequent Events (Note 30)
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High Tide Inc.
Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
For the three and nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)

        Three months ended    Nine months ended
Notes
2025     2024     2025    2024
$$$$
Revenue 6, 24 149,690  131,685  429,955 384,011 
Cost of sales (109,599) (96,231) (318,953) (277,264)
Gross profit 40,091  35,454  111,002  106,747 
Expenses        
Salaries, wages and benefits (18,288) (16,667) (53,345) (47,999)
Share-based compensation 20 (824) (881) (3,249) (2,225)
General and administration (6,623) (4,815) (18,954) (15,980)
Professional fees (2,301) (1,749) (5,800) (5,815)
Advertising and promotion (592) (1,178) (2,534) (3,154)
Depreciation and amortization 7,8, 26 (6,080) (5,678) (17,807) (20,031)
Interest and bank charges(1,644)(1,431)(4,575)(3,709)
Total expenses(36,352)(32,399)(106,264)(98,913)
Income from operations 3,739  3,055  4,738  7,834 
Other income (expenses)     
Gain on extinguishment of financial liability  -   -  79 
Loss on revaluation of marketable securities- (12)- (89)
Finance and other costs18(2,676)(1,693)(8,973)(6,977)
Gain on extinguishment of put option liability  -  159   569 
Loss on foreign exchange(120)(19)(221)(19)
Other gain (loss)1 (41)(331)
Loss on debentures- - (515)
FV change in derivative liability(43)(43)
Total other expenses (2,838) (1,559) (9,278)(7,283)
 Income (loss) before taxes 901  1,496  (4,540) 551 
Income tax expense (69) (303)           (153) (308)
Deferred income tax (expense) recovery- (368)- 748 
Net income (loss) 832  825  (4,693) 991 
Other comprehensive income (loss)    
Translation difference on foreign subsidiary 100  100  (63) 532 
Total comprehensive income (loss) 932  925  (4,756) 1,523 
    
Net income (loss) attributed to:
Owners of the company598 717 (5,108)352 
Non-controlling interest29234 108 415 639 
832 825 (4,693)991 
Comprehensive (loss) income attributed to:
Owners of the company699 916 (5,180)711 
Non-controlling interest29233 424 812 
932 925 (4,756)1,523 
(Loss) income per share
Basic and diluted220.01 0.01 (0.06)— 

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High Tide Inc.
Condensed Interim Consolidated Statements of Changes in Equity
For the nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars)

Equity
Accumulated
portion of
other
Attributable
Contributed
convertible
comprehensive
Accumulated
 to owners of
Note
Share capital
Warrants
surplus
debt
income (loss)
deficit
the Company
NCI
Total
$$$$$$$$$
Opening balance, November 1, 2023288,027 12,740 30,749 717 5,257 (205,934)131,556 2,110 133,666 
Issued to pay fees in shares1,331 1,331 1,331 
Purchase of Queen of bud - paid in shares900 900 900 
Acquisition of non-controlling interest - NuLeaf196 196 (196)
Issuance of share for settlement of convertible debentures5,025 5,025 5,025 
Issuance of shares through ATM3,154 3,154 3,154 
Revaluation of Convertible Debt(525)525 
Share-based compensation2,225 2,225 2,225 
Share issuance costs(75)(75)(75)
RSUs vested929 (929)
Warrants exercised79 (28)28 79 79 
Warrants expired(8,008)8,008 
Options exercised110 (76)34 34 
Settlement of escrow shares(219)(219)(219)
Cumulative translation adjustment532 532 532 
Settlement of Convertible Debenture(192)192 
Net income for the period352 352 639 991 
Balance, July 31, 2024299,480 4,704 39,786 - 5,789 (204,669)145,090 2,553 147,643 
Balance, October 31, 2024300,643 4,632 40,507 6,848 (209,358)143,272 2,240 145,512 
Opening balance, November 1, 2024
Issuance of shares through ATM1952 52 52 
Share-based compensation203,249 3,249 3,249 
Share issuance costs19(274)(274)(274)
RSUs vested192,007 (2,007)
Warrants exercised2184 (22)62 62 
Options exercised19456 (243)213 213 
Cumulative translation adjustment (63)(63)(63)
Partner distributions(567)(567)
Net loss for the period(5,108)(5,108)415 (4,693)
Balance, July 31, 2025302,968 4,610 41,506 - 6,785 (214,466)141,403 2,088 143,491 
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High Tide Inc.
Condensed Interim Consolidated Statements of Cash Flows
For the nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)
Notes
2025 2024 
Operating activities  $$
Net (loss) income  (4,693) 991 
Income tax expense   153  308 
Deferred income tax recovery- (748)
Accretion expense 18  469  3,031 
Amortization of issuance fees on Secured debentures18 271 
Lease investment write-off- 179 
Depreciation and amortization 7, 8, 26 17,807  20,031 
Share-based compensation20 3,249 2,225 
Loss on revaluation of marketable securities- 89 
Gain on revaluation of put option liability -  (569)
Loss on extinguishment of debenture  - 515 
Loss on foreign exchange221 19 
Gain on extinguishment of financial liability  - (79)
FV change in derivative liability43 
Other losses41  331 
  17,561  26,323 
Changes in non-cash working capital  
Trade and other receivables(243)4,936 
Inventory(1,920)(3,094)
Prepaid expenses and deposits626 (2,169)
Accounts payable and accrued liabilities(321)(785)
Income tax payable(56)
Deferred revenue14 3,941 684 
Net cash provided by operating activities  19,588  25,895 
 
Investing activities  
Purchase of property and equipment(7,180)(6,744)
Purchase of intangible assets(123)(500)
Purchase to obtain right-of-use assets(222)(492)
Proceeds from marketable securities648 125 
Net cash used in investing activities  (6,877) (7,611)
 
Financing activities  
Repayment of interest bearing loans and borrowings 16 (2,804)(2,397)
Repayment of notes payable (14,172)(731)
Proceeds from convertible debt24,790 
Repayment of convertible debentures - (3,512)
Lease liability payments 26 (7,397)(8,494)
Share issuance costs 19 (274)(75)
Partner distributions (567)
Proceeds from equity financing through ATM  19  52  3,154 
Warrants exercised  19  62  79 
Options exercised  220  34 
Proceeds from secured debentures  4,360  
Net cash provided by (used in) financing activities  4,270  (11,942)
 
Effect of foreign exchange on cash(439)(1,209)
Net increase in cash  16,542  5,133 
Cash and cash equivalents, beginning of period  47,267  30,121 
Cash and cash equivalents, end of period  63,809  35,254 
Supplemental cash flow information2025 2024 
Cash Interest Received297 223 
Cash Interest Paid5,057 4,449 
Cash Taxes Paid201 638 
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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)
1. Nature of operations
High Tide Inc. (the “Company” or “High Tide”) is a retail-focused cannabis company with bricks-and-mortar stores and global e-commerce assets. The Company’s shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “HITI” (listed as of June 2, 2021), the TSX Venture Exchange (“TSXV”) under the symbol “HITI”, and on the Frankfurt Stock Exchange (“FSE”) under the securities identification code ‘WKN: A2PBPS’ and the ticker symbol “2LYA”. The address of the Company’s corporate and registered office is # 112 – 11127 15 Street NE, Calgary, Alberta Canada T3K 2M4.
High Tide does not engage in any U.S. cannabis-related activities as defined by the Canadian Securities Administrators Staff Notice 51-352.
2. Basis of preparation
A. Statement of compliance
These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). They are condensed as they do not include all of the information required for full annual financial statements, and they should be read in conjunction with the audited annual consolidated financial statements ("annual consolidated financial statements") of the Company for the year ended October 31, 2024 which are available on SEDAR at www.sedarplus.ca and with the SEC at www.sec.gov.
These condensed interim consolidated financial statements were approved and authorized for issue by the Board of Directors on September 15, 2025.
B. Basis of measurement
These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value. The accounting policies set out below have been applied consistently by the Company and its wholly owned subsidiaries for the periods presented.
C. Currencies and foreign exchange
The Company’s condensed interim consolidated financial statements are presented in Canadian dollars, which is the functional and presentation currency of the Company and its Canadian subsidiaries. The functional currency of the Company’s United States (“U.S.”) subsidiaries is the U.S. dollar (“USD”), of the Company’s European subsidiaries is the Euro (“EUR”), and of the Company’s United Kingdom subsidiaries is the British Pound Sterling (“GBP”). Transactions denominated in currencies other than the functional currency are translated at the rate prevailing at the date of transaction. Monetary assets and liabilities that are denominated in foreign currencies are translated at the rate prevailing at each reporting date. Income and expense amounts are translated at the dates of the transactions.
In preparing the Company’s condensed interim consolidated financial statements, the financial statements of the foreign subsidiaries are translated into Canadian dollars. The assets and liabilities of foreign subsidiaries are translated into Canadian dollars using exchange rates at the reporting date. Revenues and expenses of foreign operations are translated into Canadian dollars using average foreign exchange rates. Translation gains and losses resulting from the consolidation of operations into the Company’s functional currency, are recognized in other comprehensive income in the condensed interim consolidated statements of income (loss) and other comprehensive income (loss) and as a separate component of shareholders’ equity on the condensed interim consolidated statements of changes in equity.
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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)
D. Basis of consolidation
Subsidiaries are entities controlled by High Tide Inc. Control is achieved when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries acquired or disposed of during the year are included in the consolidated statements of loss and other comprehensive income (loss) from the effective date of acquisition and up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the annual consolidated financial statements of subsidiaries to bring their accounting policies into line with those used by the Company. Intra‐group balances and transactions, and any unrealized gains or losses or income and expenses arising from intra‐group transactions are eliminated in preparing the condensed interim consolidated financial statements.
SubsidiariesPercentage OwnershipFunctional Currency
Canna Cabana Inc.100 %Canadian Dollar
2680495 Ontario Inc.100 %Canadian Dollar
Saturninus Partners GP50 %Canadian Dollar
Valiant Distribution Canada Inc.100 %Canadian Dollar
META Growth Corp.100 %Canadian Dollar
NAC Thompson North Ltd. Partnership49 %Canadian Dollar
NAC OCN Ltd. Partnership49 %Canadian Dollar
HT Global Imports Inc.100 %Canadian Dollar
2049213 Ontario Inc.100 %Canadian Dollar
1171882 B.C. Ltd.100 %Canadian Dollar
High Tide BV (Grasscity)100 %European Euro
Valiant Distribution Inc.100 %U.S. Dollar
Smoke Cartel USA, Inc.100 %U.S. Dollar
Fab Nutrition, LLC100 %U.S. Dollar
Halo Kushbar Retail Inc.100 %Canadian Dollar
Nuleaf Naturals LLC100 %U.S. Dollar
DHC Supply, LLC100 %U.S. Dollar
2629268 Alberta ltd.87.5 %Canadian Dollar
DS Distribution Inc.100 %U.S. Dollar
Enigmaa Ltd. (Blessed CBD)80 %British Pound Sterling
High Tide Germany GmbH100 %European Euro

3. Accounting policies
The material accounting policies applied in the preparation of the condensed interim consolidated financial statements for the three and nine months ended July 31, 2025, and July 31, 2024 are consistent with those applied and disclosed in Note 3 of the Company’s annual consolidated financial statements for the year ended October 31, 2024.
Effective November 1, 2024, the Company adopted amendments to IFRS 16, Leases which clarifies the subsequent measurement requirements for sale and leaseback transactions for sellers-lessees. The adoption of the amendments did not have a material impact on the Company's condensed interim consolidated financial statements.
Effective November 1, 2024, the Company adopted amendments to IAS 1, which clarifies the criteria for classifying liabilities with covenants as current or non-current. The adoption of the amendments did not have a material impact on the Company’s condensed interim consolidated financial statements.
For comparative purposes, the Company has reclassified certain items on the comparative condensed interim consolidated statements of income (loss) and comprehensive income (loss), and statements of financial position to conform with current period’s presentation.

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)
4. Significant accounting judgement, estimates and assumptions
The estimates and assumptions are reviewed on an ongoing basis. Revisions in accounting estimates are recognized in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years. But for the new junior secured convertible debt, all significant judgements, estimates, and assumptions within these condensed interim consolidated financial statements are consistent as those applied to and presented in note 4 of the annual consolidated financial statements for the period ended October 31, 2024.
Significant judgements relating to the junior secured convertible debt include classification conclusions for conversion/prepayment features (not separated) and warrants (derivative liability), and estimation uncertainty related to expected volatility (Level 3) and the EIR used for amortized cost.
5. Business combinations
In accordance with IFRS 3, Business Combinations, these transactions meet the definition of a business combination and, accordingly, the assets acquired, and the liabilities assumed have been recorded at their respective estimated fair values as of the acquisition date.
A.    Cantopia (Millcreek) acquisition (Prior year)
On June 25, 2024, the Company closed the acquisition of 100% of one retail cannabis store previously operated by Cantopia at 6400 Millcreek Drive, Mississauga, Ontario. Pursuant to the terms of the Arrangement, the consideration was comprised of $600 in cash with 25% of the purchase price withheld in escrow for one year after the date of the agreement to cover potential post-closing adjustments.
In accordance with IFRS 3, Business Combinations (“IFRS 3”), the substance of this transaction constituted a business combination. The purchase price was allocated based on the Company’s estimated fair value of the identifiable net assets acquired on the acquisition date. Management finalized its purchase price allocation for the fair value of identifiable intangible assets, income taxes and the allocation of goodwill. The goodwill is primarily related to the opportunities to grow the business, expanded access to capital and greater financial flexibility. Goodwill is not deductible for tax purposes. For the year ended October 31, 2024, Cantopia accounted for $450 in revenues and $70 in net loss.
Total consideration$
Cash600 
600 
Purchase price allocation
Leasehold improvements50 
Office equipment and computers
Right of use asset292 
Inventory41 
License
Goodwill499 
Lease liability(292)
600 

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)
6. Revenue from contracts with customers
For the three months ended July 31202520242025202420252024
Bricks-and-mortarBricks-and-mortarE-commerceE-commerceTotalTotal
$$$$$$
Primary geographical markets (i)
Canada145,792 123,092 - 145,792 123,092 
USA- 3,746 8,153 3,746 8,153 
International- 152 440 152 440 
Total revenue145,792 123,092 3,898 8,593 149,690 131,685 
Major products and services
Cannabis and Hemp-derived products130,662 111,773 1,301 3,894 131,963 115,667 
Consumption accessories3,240 2,682 2,504 4,290 5,744 6,972 
Data analytics, advertising and other revenue11,890 8,637 93 409 11,983 9,046 
Total revenue145,792 123,092 3,898 8,593 149,690 131,685 
Timing of revenue recognition
Transferred at a point in time145,792 123,092 3,898 8,593 149,690 131,685 
Total revenue145,792 123,092 3,898 8,593 149,690 131,685 
For the nine months ended July 31202520242025202420252024
Bricks-and-mortarBricks-and-mortarE-commerceE-commerceTotalTotal
$$$$$$
Primary geographical markets (i)
Canada414,597 353,922 - 414,597 353,922 
USA- 14,746 28,684 14,746 28,684 
International- 612 1,405 612 1,405 
Total revenue414,597 353,922 15,358 30,089 429,955 384,011 
Major products and services
Cannabis and Hemp-derived products370,069 319,329 5,564 13,204 375,633 332,533 
Consumption accessories10,157 9,381 9,546 16,292 19,703 25,673 
Data analytics, advertising and other revenue 34,371 25,212 248 593 34,619 25,805 
Total revenue414,597 353,922 15,358 30,089 429,955 384,011 
Timing of revenue recognition
Transferred at a point in time414,597 353,922 15,358 30,089 429,955 384,011 
Total revenue414,597 353,922 15,358 30,089 429,955 384,011 
(i)Represents revenue based on geographical locations of the customers who have contributed to the revenue generated in the applicable segment.







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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)
7. Property and equipment
Office equipmentProductionLeasehold
and computersequipmentimprovementsVehiclesBuildingsTotal
Cost$$$$$$
Opening balance, November 1, 20235,739 3,859 42,333 38 3,575 55,544 
Additions970 7,110 135 8,217 
Additions from business combinations 50 56 
Foreign currency translation(38)(17)(55)
Balance, October 31, 20246,677 3,859 49,476 40 3,710 63,762 
Additions534 11 6,595 90 7,230 
Foreign currency translation22 (20)(8)(6)
Balance, July 31, 20257,233 3,850 56,063 40 3,800 70,986 
Accumulated depreciation
Opening balance, November 1, 20233,167 1,629 23,101 15 490 28,402 
Depreciation844 584 6,175 222 7,825 
Foreign currency translation57 64 
Balance, October 31, 20244,018 2,213 29,333 15 712 36,291 
Depreciation810 140 5,016 190 6,159 
Foreign currency translation16 (13)(6)(3)
Balance, July 31, 20254,844 2,340 34,343 18 902 42,447 
Net Book Value, October 31, 20242,659 1,646 20,143 25 2,998 27,471 
Net Book Value, July 31, 20252,389 1,510 21,720 22 2,898 28,539 
(i)As at July 31, 2025, the Company had a balance of $1,422 (October 31, 2024 - $1,199) in assets under construction in Leasehold Improvements. These amounts related to Canadian retail locations not yet in operation.
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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)
8. Intangible assets and goodwill
SoftwareLicensesBrand nameGoodwillTotal
Cost$$$$$
Opening balance, November 1, 202311,310 46,269 8,948 76,203 142,730 
Additions603 (125)1,000 (96)1,382 
Additions from business combinations499 503 
Impairment loss(1,497)(3,467)(4,964)
Foreign currency translation73 134 234 441 
Balance, October 31, 202411,986 46,148 8,585 73,373 140,092 
Additions123 123 
Foreign currency translation96 (64)37 
Balance, July 31, 202512,205 46,148 8,590 73,309 140,252 
Accumulated depreciation
Opening balance, November 1, 20236,291 32,954 39,245 
Amortization2,168 5,705 142 8,015 
Foreign currency translation16 16 
Balance, October 31, 20248,475 38,659 142 47,276 
Amortization1,610 1,727 150 3,487 
Foreign currency translation29 - 29 
Balance, July 31, 202510,114 40,386 292 - 50,792 
Net Book Value, October 31, 20243,511 7,489 8,443 73,373 92,816 
Net Book Value, July 31, 20252,091 5,762 8,298 73,309 89,460 
During the three and nine months ended July 31, 2025, the Company evaluated for indicators of impairment and determined that no indicators were present.

9. Prepaid expenses and deposits
As atJuly 31, 2025October 31, 2024
$$
Deposits on cannabis retail outlets2,393 3,026 
Prepaid insurance and other3,923 2,384 
Prepayment on inventory1,829 3,361 
Total8,145 8,771 
Less current portion(4,920)(5,164)
Long-term3,225 3,607 
10. Inventory
As atJuly 31, 2025October 31, 2024
$$
Finished goods30,658 28,871 
Work in process127 25 
Raw material833 775 
Provision for obsolescence (360)(333)
Total31,258 29,338 

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)
11. Trade and other receivables
As atJuly 31, 2025October 31, 2024
$$
Trade account receivable4,299 3,833 
Allowance for doubtful accounts(748)(525)
Total3,551 3,308 
12. Notes Payable
As at    July 31, 2025October 31, 2024
$$
Notes payable (i) (ii)13,974
Other6665
Total6614,039
Less current portion(13,974)
Long-term obligation6665
(i) On April 2, 2024 , the Company entered into a non-interest bearing note payable with former minority owners of Nuleaf to settle the exercise of the put option. The note payable was entered into on April 2, 2024, in the amount of $1,878 for a period of 15 months. The Company paid the loan in full in June 2025. For the three and nine months ended July 31, 2025, the Company made payments of $285 and $1,180 (July 31, 2024: $428 and $571) and incurred accretion expense in the amount of $7 and $84 (July 31, 2024: $83 and $114).

(ii) On November 18, 2020, the Company acquired all of the issued and outstanding shares of Meta which included a note payable to Opaskwayak Cree Nation (“OCN”). The note payable was valued at $12,783 at the date of acquisition by discounting it over two years at market interest rate of 15%. On January 6, 2021, the Company entered into another amended loan agreement with OCN to remove the annual administration fee and extend the maturity date of the loan until December 31, 2024. The Company paid the $13,000 loan in full on December 31, 2024. For the nine months ended July 31, 2025, the Company incurred interest in the amount of $216 (July 31, 2024: $975) and accretion of $87 (July 31, 2024: $354) in relation to the loan.

13. Accounts payable and accrued liabilities
As at    July 31, 2025October 31, 2024
$$
Accounts payable6,2448,055
Accrued liabilities9,5599,752
Sales tax payable 6,0264,343
Total21,82922,150
14. Deferred Revenue
As at    July 31, 2025October 31, 2024
$$
Data analytics revenue4,380843
Other1,5511,147
Total5,9311,990

13

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)
15. Convertible debt and derivative liability
Nature and key terms
On July 16, 2025, the Company entered into a non-revolving $30,000 junior secured term loan with a subsidiary of Cronos Group Inc. (the “Lender”). An original issue discount (“OID”) of 16% ($4,800) was retained by the Lender; the Funded Amount received by the Company was $25,200. Interest accrues at 4% per annum on the full $30,000 principal (inclusive of OID), payable quarterly in arrears on the last day of each quarter. The loan matures five years from closing and is prepayable at the Company’s option without penalty.
Conversion feature
While outstanding, the Lender may from time to time deliver a Conversion Offer to convert all or part of the Funded Amount only (principal net of OID) into common shares at $4.20 per share (the “Conversion Price”). The Company has 10 Business Days to accept or reject each Conversion Offer; if not accepted, it is deemed rejected. A 10% beneficial-ownership cap applies unless TSXV clearances are obtained.
Warrants
In connection with the loan, the Lender received 3,836,317 detachable warrants with a fixed exercise price of $3.91 per share. Warrants are exercisable for cash or, at the Company’s option, on a cashless basis; standard anti-dilution adjustments apply.
Security, ranking and covenants
The obligations are junior-secured and guaranteed by designated subsidiaries, ranking behind prior-ranking senior security under inter-creditor arrangements. The agreement includes financial covenants. The Company was in compliance with all covenants as at July 31, 2025.
Accounting policy and classification
Prepayment option: Not separated; management determined negligible fair value at inception.
Conversion option: Not separated; management determined negligible fair value at inception.
Host loan (amortized cost): Recognized initially at fair value minus directly attributable transaction costs and subsequently measured at amortized cost using the effective interest method (EIR).
Detachable warrants: Classified as a derivative financial liability and measured at FVTPL (due to settlement mechanics/adjustments).
Transaction costs of $731 were incurred; $533 was allocated to the amortized-cost loan (deducted from its initial carrying amount) and $198 related to the FVTPL warrant liability (expensed in profit or loss at inception).

Initial recognition (July 16, 2025)
$
Gross principal30,000
Less: OID(4,800)
Net proceeds25,200
Less: transaction costs allocated to loan (amortized cost) (533)
Less: Initial fair value of warrant liability(6,820)
Initial carrying amount — loan (residual) 17,847
Transaction costs allocated to warrants (FVTPL) — expensed (198)
14

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)
Subsequent measurement to July 31, 2025
$
Loan (amortized cost)17,847
Accretion expense76
Closing carrying amount (July 31)17,923
Cash interest paid-
Interest expense49
Warrant liability (FVTPL)
$
Initial recognition (3,836,317 @ C$1.78)6,820
Remeasurement (3,836,317 @ C$1.79)6,863
Fair value gain (loss) recognized in profit or loss43
Transaction costs expensed (at inception)198
The convertible debt is subject to the same covenants as the Connect First loan, with which the Company remains in full compliance.
16. Interest bearing loans and borrowings
As at    July 31, 2025October 31, 2024
$$
Connect First loan10,08712,891
Total 10,08712,891
During the three and nine months ended, July 31, 2025, the Company incurred interest of $200 and $690 (July 31, 2024: $342 and $1,096) and paid $965 and $2,804 (July 31, 2024: $821 and $2,397) as principal in relation to the outstanding interest bearing loans and borrowings.
As at July 31, 2025, the Company has met all the covenants attached to the loan.
17. Secured Debentures
As at    July 31, 2025October 31, 2024
$$
Face value of secured debentures15,00010,000
Unamortized discount(1,239)(911)
Unamortized issuance fees(1,453)(1,613)
Total 12,3087,476
On July 31, 2024, the Company established a secured debenture facility with a 12% coupon rate and 5-year maturity. On August 7, 2024, the Company issued $10,000 of debentures at a 10% discount and received net cash proceeds of $8,700. On November 30, 2024, the Company issued an additional $5,000 of debentures at a 10% discount and received net cash proceeds of $4,449.
On July 31, 2024, the Company issued 230,760 shares for consideration of $800 in connection with the secured debenture facility.
For the three and nine months ended July 31, 2025, the Company incurred interest in the amount of $347 and $1,333 (July 31, 2024: $nil and $nil) and accretion expense of $74 and $213 (July 31, 2024: $nil and $nil) In addition, the Company recorded amortization expense of issuance fees of $99 and $271 (July 31, 2024 - $nil and $nil).
This secured debenture is subject to the same covenants as the Connect First loan, with which the Company remains in full compliance.
15


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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)
18. Finance and other costs
Three months ended July 31,Nine Months Ended July 31,
2025202420252024
$$$$
Accretion on Convertible Debt773277193
Accretion on Notes payable14212179494
Accretion on Debentures74-213-
Accretion on lease liabilities9357622,8162,344
Amortization of issuance fees on Secured debentures 99-271-
Interest on notes payable-3332181,009
Interest on Debentures347-1,333-
Interest on interest bearing borrowings 2003426901,096
Interest on convertible debt49-49-
Transaction and other costs for the period 881123,1271,841
Total2,6761,6938,9736,977

19. Share capital
Common shares: 
Number of sharesAmount
 #$
Opening balance, November 1, 2023 75,299,147288,027
Issued to pay fees in shares658,7541,331
Purchase of Queen of Bud - paid in shares378,486900
Issuance of shares through ATM(i)
1,057,3003,154
Issuance of share for settlement of convertible debentures2,491,3455,025
Vested restricted share units (RSU)486,335929
Share issuance cost(97)
Options exercised80,290216
Warrants exercised104,600358
Issuance of shares in connection with secured debentures230,760800
Balance, October 31, 2024 80,787,017300,643
Issuance of shares through ATM(i)
11,60052
Vested restricted share units (RSU) 687,7472,007
Share issuance cost(274)
Options exercised121,058456
Warrants exercised22,80084
Balance, July 31, 2025 81,630,222302,968
(i)On August 31, 2023, the Company announced that it established a new at-the-market equity offering (“the ATM Program”) that allows the Company to issue up to $30,000 (or the equivalent in U.S. dollars) of common shares from treasury to the public from time to time at the Company’s discretion and subject to regulatory requirements. For the three and nine months ended July 31, 2025, a total of $nil and $52 (July 31, 2024: $3,151 and $3,154) has been raised through the program. The ATM program expires in September 2025.

16

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)
20. Share-based compensation
(a) Stock option plan
On April 19, 2022, the directors of the Company approved the 2022 equity incentive plan (the “Omnibus Plan”), which was effective upon the Company receiving disinterested shareholder approval at the annual general meeting and special meetings of shareholders of the Company on June 2, 2022.
The maximum number of common shares available and reserved for issuance, at anytime, under the Omnibus Plan, together with any other security-based compensation arrangements adopted by the Company, including the Predecessor Plans, has been updated to 20% of the issued and outstanding common shares as at June 2, 2022. The maximum share options that can be issued is 12,617,734 Common Shares.
It is the Company's intention for the stock options it grants, to generally vest one-fourth on each of the first, second, third and fourth, six-month anniversaries of the grant date. All options that are outstanding will expire upon maturity, or earlier, if the optionee ceases to be a director, officer, employee or consultant. The maximum exercise period of an option shall not exceed 10 years from the grant date.
Changes in the number of stock options, with their weighted average exercise prices, are summarized below:
    For the nine months ended July 31, 2025For the year ended October 31, 2024
Number of optionsWeighted average exercise price ($)Number of optionsWeighted average exercise price ($)
Opening balance, beginning of the period 3,080,4522.974,590,9803.94
Granted 219,5003.27234,0002.67
Exercised(227,500)2.72(114,750)1.86
Forfeited or expired(414,370)4.93(1,629,778)5.74
Balance, end of the period 2,658,0822.673,080,4522.97
Exercisable, end of the period 1,790,0892.631,693,3463.19
For the three and nine months ended July 31, 2025, the Company recorded share-based compensation related to options of $181 and $566 (three and nine months ended July 31, 2024: $323 and $1,436).
Outstanding optionsExercisable options
Number of options outstandingWeighted average remaining life (years)Weighted average exercise priceNumber of options exercisableWeighted average exercise price
Range of exercise price
$1.53 - $2.46242,500 0.53 1.87 242,500 1.87 
$2.47- $2.752,151,834 1.21 2.74 1,525,839 2.74 
$2.76 - $3.44263,748 2.36 3.20 24,250 2.99 
$1.53 - $6.252,658,082 1.45 2.72 1,792,589 2.66 
(b) Restricted share units ("RSUs") plan
For the three and nine months ended July 31, 2025, the Company recorded share-based compensation related to RSUs of $643 and $2,683 (three and nine months ended July 31, 2024:$558 and $789).

17

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)
Number of shares
As atJuly 31, 2025October 31, 2024
##
Opening balance, beginning of the period687,747486,335
Granted918,688687,747
Vested and issued(687,747)(486,335)
Balance, end of the period918,688687,747
(c) Escrow shares
Number of shares
As atJuly 31, 2025October 31, 2024
##
Opening balance, beginning of the period- 541,616 
Forfeited or expired- (90,933)
Released from escrow- (450,683)
Balance, end of the period- 
21. Warrants
Number of warrantsWarrants amountWeighted average exercise priceWeighted average number of years to expiryExpiry dates
 $$
Opening balance, November 1, 2023 51,266,52212,7405.610.75
Warrants expired (46,309,556)(8,008)0.58— 2/22/2024 - 05/26/2024
Warrants exercised (104,600)(100)2.732.98 7/22/2027
Balance, October 31, 2024 4,852,3664,6322.732.987/22/2027
Warrants exercised
(22,800)(22)2.732.23 7/22/2027
Warrants issued (i)
3,836,3176,8634.967/16/2030
Balance, July 31, 20258,665,88311,4732.733.44
(i) The company issued 3,836,317 warrants in connection with the loan (refer to Note 13). Warrants are classified as derivative financial liabilities and are measured at fair value on initial recognition. They are remeasured at each reporting date with changes in fair value recognized in profit or loss.The warrants were valued at $6,863 as of July 31, 2025 using the Black-Scholes model, and the following assumptions were used: 30 day VWAP stock price of $3.14; expected life of 5 years; expected annual volatility 72%; exercise price of $3.91; and a risk free return of 3.10%.




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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)

22. Loss per share
Three months ended July 31,Nine months ended July 31
    2025202420252024
 $$$$
Net income (loss) for the period832 825 (4,693)991 
Non-controlling interest portion of net income (loss)234 (108)415 (639)
Net income (loss) attributable to the owners of the Company598 717 (5,108)352 
####
Weighted average number of common shares - basic81,315,970 80,390,487 81,042,769 79,175,050 
Basic income (loss) per share0.01 0.01 (0.06)— 
Weighted average number of common shares - diluted88,578,366 81,096,047 81,042,769 79,880,613 
Diluted income (loss) per share0.01 0.01 (0.06)— 
During the three months ended July 31, 2025 the Company reported a net income therefore common share equivalents are considered to calculate the diluted income per share. During the nine months ended July 31, 2025 the Company reported a net loss therefore common share equivalents are not considered to calculate the diluted income per share.
23. Financial Instruments and risk management
The Company’s activities expose it to a variety of financial risks. The Company is exposed to credit, liquidity, interest and market risk due to holding certain financial instruments. This note presents information about changes to the Company’s exposure to each of these risks, its objectives, policies, and processes for measuring and managing risk, and its management of capital during the year. Further quantitative disclosure is included throughout these condensed interim consolidated financial statements. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance.
(a) Fair value
The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
-Level 1 – Quoted prices (unadjusted) in active markets for identical assets and liabilities
-Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
-Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs)
The Company assessed that the fair values of cash and cash equivalents, trade and other receivable, accounts payable and accrued liabilities, and current liabilities approximate their carrying amounts largely due to the short-term nature of these instruments.
The following methods and assumptions were used to estimate the fair value:
-Marketable securities (excluding long term GICs) are determined based on level 1 inputs, as the prices for the marketable securities are quoted in public exchanges.
-The Secured Debentures are evaluated by the Company based on level 2 inputs such as the effective interest rate and the market rates of comparable securities. The Secured Debentures are initially recorded at fair value and subsequently measured at amortized cost and at each reporting period accretion incurred in the period is recorded to transaction costs in the consolidated statement of loss and comprehensive loss.
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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)
-The Junior Secured Convertible Loan is evaluated by the Company based on level 2 inputs such as the effective interest rate and the market rates of comparable securities. The Loan is initially recorded at fair value and subsequently measured at amortized cost and at each reporting period accretion incurred in the period is recorded in the consolidated statement of loss and comprehensive loss. The Warrants issued with the Junior Secured Convertible Loan are valued by the Company based on level 3 inputs and the Black-Scholes-Merton valuation model for financial instruments (i.e. spot price determined as 30-day VWAP, risk-free rate as per the Bank of Canada, stock price volatility). A 5% change in expected volatility would change the warrant liability by approximately $400.
(b) Credit risk
Credit risk arises when a party to a financial instrument will cause a financial loss for the counter party by failing to fulfill its obligation. The maximum exposure to credit risk is equal to the carrying value (net of allowances) of the financial assets. The objective of managing credit risk is to prevent losses on financial assets. The Company assesses the credit quality of counterparties, considering their financial position, past experience, and other factors. Cash and cash equivalents consist of bank balances. Credit risk associated with cash is minimized substantially by ensuring that these financial assets are held in highly rated financial institutions. The Company holds all cash and cash equivalents with large commercial banks or credit unions, which minimizes credit risk.
The following table sets forth details of the aging profile of accounts receivable and the allowance for expected credit loss:
As at    July 31, 2025October 31, 2024
$$
Current (for less than 30 days) 2,1332,619
31 – 60 days 3579
61 – 90 days 13919
Greater than 90 days 1,9921,116
Less allowance (748)(525)
 3,5513,308
Accounts receivable consists primarily of accounts receivable from invoicing for products and services rendered. The Company’s credit risk arises from the possibility that a customer which owes the Company money is unable or unwilling to meet its obligations in accordance with the terms and conditions in the contracts with the Company, which would result in a financial loss for the Company. This risk is mitigated through established credit management techniques, including monitoring customer’s creditworthiness, setting exposure limits and monitoring exposure against these customer credit limits.

For the three and nine months ended ended July 31, 2025 $2 and $6 (July 31, 2024 $96 and $98) in trade receivables were written off against the loss allowance due to bad debts. Individual receivables which are known to be uncollectible are written off by reducing the carrying amount directly. The remaining accounts receivable are evaluated by the Company based on parameters such as interest rates, specific country risk factors, and individual creditworthiness of the customer. Based on this evaluation, allowances are taken into account for the estimated losses of these receivables.
The Company performs a regular assessment of collectability of accounts receivables. In determining the expected credit loss amount, the Company considers the customer’s financial position, payment history and economic conditions.
(c) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company generally relies on funds generated from operations, equity and debt financing to provide sufficient liquidity to meet budgeted operating requirements and to supply capital to expand its operations. The Company continues to seek capital to meet current and future obligations as they come due. The Company’s ability to manage its liquidity risk going forward will require some or all of the following: the ability to continue to generate positive cash flows from operations and to secure capital or credit facilities on reasonable terms.
20


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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)
Maturities of the Company’s financial liabilities are as follows:
    Contractual Cash Flows20252026-20272028-20292030 and beyond
$$$$$
Accounts payable and accrued liabilities21,82921,829
Income tax payable1,6031,603
Notes payable33572727275
Interest bearing loans and borrowings11,2251,16410,061
Secured Debentures22,3504503,60018,300
Convertible debt36,0003502,4002,40030,850
Undiscounted lease obligations48,5093,35912,28010,80722,063
Total141,85128,76228,36831,53453,188
(d) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in the market interest rate related primarily to the Company’s current credit facility with a variable interest rate.
At July 31, 2025, approximately 82% of the Company’s borrowings are at a fixed rate of interest (October 31, 2024: 64%).
Assuming all other variables remain constant, a fluctuation of +/- 1.0 percent in the interest rate would impact the annual interest payment by approximately +/- $101 (October 31, 2024 : $129).
(e) Foreign currency risk
Foreign currency risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company maintains cash balances and enters into transactions denominated in foreign currencies, which exposes the Company to fluctuating balances and cash flows due to variations in foreign exchange rates. The Canadian dollar equivalent carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities as at July 31, 2025 were as follows:
As atJuly 31, 2025October 31, 2024
(Canadian dollar equivalent amounts of GBP, EUR, USD)    GBPEURUSDTotalTotal
$$$$$
Cash161 226 1,248 1,635 3,292 
Trade and other receivables102 16 99 217 442 
Accounts payable and accrued liabilities(124)(235)(377)(736)(2,869)
Net monetary assets139 970 1,116 865 
Assuming all other variables remain constant, a fluctuation of +/- 5.0 percent in the exchange rate between USD and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $48 (October 31, 2024 - $19). Maintaining constant variables, a fluctuation of +/- 5.0 percent in the exchange rate between the EUR and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $— (October 31, 2024 - $2), and a fluctuation of +/- 5.0 percent in the exchange rate between GBP and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $7 (October 31, 2024 - $28). To date, the Company has not entered into financial derivative contracts to manage exposure to fluctuations in foreign exchange rates.
24. Segmented information
The accounting policies used for segment reporting are consistent with the accounting policies used for the preparation of the Company’s annual audited consolidated financial statements. The comparative information has been prepared in accordance with
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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)
the current reporting segments noted above. There have been no changes to the underlying data used to prepare the comparative reporting segments for the prior year.
(a) Performance by operational segment
Bricks-and-MortarBricks-and-MortarE-commerceE-commerceTotalTotal
For the three months ended July 31,202520242025202420252024
$$$$$$
Total revenue$145,792 $123,092 $3,898 $8,593 $149,690 $131,685 
Gross profit$38,889 $32,193 $1,202 $3,261 $40,091 $35,454 
Income (loss) from operations$6,636 $2,964 $(2,897)$91 $3,739 $3,055 
Bricks-and-MortarBricks-and-MortarE-commerceE-commerceTotalTotal
For the nine months ended July 31,202520242025202420252024
$$$$$$
Total Revenue$414,597 $353,922 $15,358 $30,089 $429,955 $384,011 
Gross profit$106,162 $93,342 $4,840 $13,405 $111,002 $106,747 
Income (loss) from operations$12,681 $6,734 $(7,943)$1,100 $4,738 $7,834 
Bricks-and-MortarBricks-and-MortarE-commerceE-commerceTotalTotal
As at July 31, 2025 and October 31, 2024202520242025202420252024
$$$$$$
Current assets$95,625 $75,161 $7,977 $10,628 $103,602 $85,789 
Non-current assets$128,945 $128,719 $27,842 $31,700 $156,787 $160,419 
Current liabilities$51,908 $56,741 $4,151 $4,739 $56,059 $61,480 
Non-current liabilities$57,708 $35,788 $3,131 $3,428 $60,839 $39,216 
Corporate overhead is allocated to bricks-and-mortar and e-commerce based on a percentage of revenue for the nine months ended July 31, 2025 as 97% bricks-and-mortar and 3% e-commerce (July 31, 2024 92% bricks-and-mortar and 8% e-commerce).



22

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)
(b) Performance by geographical market
CanadaCanadaUSAUSAInternationalInternationalTotalTotal
For the three months ended July 31,20252024202520242025202420252024
$$$$$$$$
Total revenue$145,792 $123,092 $3,746 $8,153 $152 $440 $149,690 $131,685 
Gross profit$38,888 $32,193 $1,146 $2,974 $57 $287 $40,091 $35,454 
Income (loss) from operations$6,478 $2,964 $(2,563)$73 $(176)$18 $3,739 $3,055 
CanadaCanadaUSAUSAInternationalInternationalTotalTotal
For the nine months ended July 31,20252024202520242025202420252024
$$$$$$$$
Total revenue$414,597 $353,922 $14,746 $28,684 $612 $1,405 $429,955 $384,011 
Gross profit (loss)$106,162 $93,342 $4,602 $12,520 $238 $885 $111,002 $106,747 
Income (loss) from operations$11,953 $6,734 $(6,520)$359 $(695)$741 $4,738 $7,834 
CanadaCanadaUSAUSAInternationalInternationalTotalTotal
As at July 31, 2025 and October 31, 202420252024202520242025202420252024
$$$$$$$$
Current assets$96,394 $77,037 $6,862 $7,940 $346 $812 $103,602 $85,789 
Non-current assets$129,095 $129,115 $24,481 $27,634 $3,211 $3,670 $156,787 $160,419 
Current liabilities$52,678 $57,692 $3,131 $3,580 $250 $208 $56,059 $61,480 
Non-current liabilities$58,862 $36,680 $1,687 $2,252 $290 $284 $60,839 $39,216 
Corporate overhead is included in the geographical market in which it was incurred.
25. Related party transactions
As at July 31, 2025, the Company had the following transactions with related parties as defined in IAS 24 – Related Party Disclosures, except those pertaining to transactions with key management personnel in the ordinary course of their employment and/or directorship arrangements and transactions with the Company’s shareholders in the form of various financing.
(a) Operational transactions
An office and warehouse unit (27,000 sq ft) has been developed by Grover Properties Inc., a company that is related through a common controlling shareholder and the President & CEO of the Company. The office and warehouse space were leased to High Tide to accommodate the Company’s operational expansion. The lease was established by an independent real estate valuations services company at prevailing market rates and has annual lease payments totaling $386 per annum. The current lease term is 5 years that ends on December 31, 2028 with one additional 5-year term extension exercisable remaining at the option of the Company.
(b) Financing transactions
On August 15, 2022, the Company entered into a $19,000 demand term loan with Connect First credit union (the "Credit Facility") with Tranche 1 - $12,100 available in a single advance, and Tranche 2 - $6,900 available in multiple draws subject to pre-disbursement conditions set. To facilitate the credit facility, the president and CEO of the Company provided limited Recourse Guarantee against $5,000 worth of High Tide Inc. shares held by the CEO, and affiliates, to be pledged in favor of the Credit Union.
The parties agree that this personal guarantee will only be available after all collection efforts against High Tide Inc. have been exhausted, including the sale of High Tide Inc.
23

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)
26. Right-of-use assets and lease liabilities
The Company entered into various lease agreements predominantly to execute its retail platform strategy. The Company leases properties such as various retail stores and offices. Lease contracts are typically made for fixed periods of 5 to 10 years but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.
Right of use assetsTotal
$
Opening balance, November 1, 202436,525
Net additions9,323
Terminations(2,003)
Depreciation expense for the period(8,282)
Balance, July 31, 202535,563
Lease LiabilitiesTotal
    $
Opening balance, November 1, 2024 40,207
Additions9,174
Terminations(1,969)
Foreign currency translation(16)
Lease Liability payments (7,398)
Balance, July 31, 202539,998
Less current portion(9,746)
Non-current30,252
During the three and nine months ended July 31, 2025, the Company also paid $1,486 and $4,211 (July 31, 2024: $1,405 and $3,733) in variable operating costs associated to the leases which are expensed under general and administrative expenses.
27. Capital management
The Company’s objectives when managing capital resources are to:
(i)Explore profitable growth opportunities;
(ii)Deploy capital to provide an appropriate return on investment for shareholders;
(iii)Maintain financial flexibility to preserve the ability to meet financial obligations; and
(iv)Maintain a capital structure that provides financial flexibility to execute on strategic opportunities.
The Company’s strategy is formulated to maintain a flexible capital structure consistent with the objectives stated above as well as to respond to changes in economic conditions and to the risks inherent in its underlying assets. The Board of Directors does not establish quantitative return on capital criteria for management, but rather promotes year‐over‐year sustainable profitable growth. The Company’s capital structure consists of equity and working capital. To maintain or alter the capital structure, the Company may adjust capital spending, take on new debt or issue share capital. The Company anticipates that it will have adequate liquidity to fund future working capital, commitments, and forecasted capital expenditures through a combination of cash flow, cash‐on‐hand and financings, as required.
28. Contingent liability
In the normal course of business, the Company and its subsidiaries may become defendants in certain employment claims and other litigation. The Company records a liability when it is probable that a loss has been incurred and the amount can be reasonably estimated. The Company is not involved in any legal proceedings other than routine litigation arising in the normal course of business, none of which the Company believes will have a material adverse effect on the Company’s business, financial condition or results of the operations.
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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)
29. Non-controlling interest
The following table presents the summarized financial information for the Company’s subsidiaries which have non-controlling interests. This information represents amounts before intercompany eliminations.
Balance as at July 31, 2025Balance as at October 31, 2024
$$
Total current assets4,204 5,482 
Total non-current assets5,563 6,365 
Total current liabilities(948)(1,496)
Total non-current liabilities(365)(758)
Three months ended July 31,Nine Months Ended July 31,
2025202420252024
$$$$
Revenues for the year ended4,1554,14912,69211,937
Net income for the year ended412564661,563
Total Comprehensive income (loss)104(155)2101,775
The net change in non-controlling interests is as follows:
As atJuly 31, 2025October 31, 2024
$$
Opening balance, beginning of the period2,240 2,110 
Share of income for the period - Saturninus Partners87 116 
Share of income for the period - NAC OCN Ltd.Partnership232 208 
Share of income for the period - NAC Thompson North Ltd. Partnership211 182 
Share of income for the period - Enigmaa Ltd.(117)(116)
Share of income for the period - NuLeaf- 136 
Purchase of NuLeaf- (196)
Distribution - Saturninus Partners- (200)
Distribution - NAC OCN Ltd. Partnership(305)
Distribution - NAC Thompson North Ltd.(262)
Balance, end of the period2,088 2,240 

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)
30. Subsequent events
1.Remexian Pharma GmbH (“Remexian”) is a German pharmaceutical company engaged in the importation and wholesale of medical cannabis. On September 1, 2025, the Company acquired 51% of the outstanding shares of Remexian for a preliminary estimated purchase price of $42.4 million (€26.4 million), subject to certain adjustments on closing (the “Transaction”). The total purchase consideration consisted of: $17.8 million (€11.1 million) in common shares of High Tide, $12.3 million in cash (€7.65 million), and $12.3 million (€7.65 million) paid via loans from the sellers (the “Loan”). The Loan will mature on December 31, 2029, bear 7% annual interest (paid quarterly), and be prepayable at any time by the Company with no penalty.
Under the agreement, the Company has an option to acquire the remaining 49% interests in Remexian not held by High Tide, (the “Call Option”). The Call Option will be exercisable at any time for a period of five (5) years, following the twenty-four (24) month anniversary of the Closing (the “Call Option Term”). The Call Option is exercisable at an enterprise value equal to the trailing twelve months of Adjusted EBITDA multiplied by (i) 4 if the Call Option is exercised in the first twelve (12) months of the Call Option Term, or (ii) 3.64065 if exercised thereafter. In addition, Remexian’s owners have an option to put to High Tide, the remaining interests in Remexian not held by High Tide (the “Put Option”), at the same enterprise value as the Call Option during the same time periods.

Due to the short time period between the closing of the acquisition date and the publication of these condensed interim consolidated financial statements, the allocation of the purchase price has not been provided because that information has not yet been finalized.
2.Subsequent to period end in August 2025, the Company filed a final short form base shelf prospectus in all Canadian provinces and territories and a corresponding shelf registration statement with the U.S. Securities and Exchange Commission under the Multijurisdictional Disclosure System. These filings allow the Company to offer, during the 25-month effective period, up to an aggregate of C$100,000,000 in one or more offerings of equity, debt, warrants, subscription receipts, units, convertible securities, or combinations thereof. As at the date the financial statements were authorized for issue, no securities had been issued under the shelf and no at-the-market distribution agreement had been entered into. This event is a non-adjusting subsequent event and does not affect the amounts recognized at July 31, 2025.

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