High Tide to Become Major Player in German Medical Cannabis Market Through €27.2 Million Acquisition | How to order Skittles Moonrock online

___________________________¹ Calculations based on Remexian sales data and import figures publicly released by BfArM.² Source: The Flower Price War: Germany’s Boom, the UK’s Reality³ Source: BfArM (Q2 2025 Update)⁴ Calculations based on Remexian sales data and import figures publicly released by BfArM.

Transaction Details

The transaction, which is an arm’s length transaction, is subject to, among other things, receipt of required TSX Venture Exchange (TSXV) approval, and other customary conditions of closing, and is expected to close in the coming weeks. It implies an enterprise valuation of €53.4 million, representing 3.64065 times annualized adjusted EBITDA generated during the six months ended March 31, 2025, and is subject to certain adjustments based on working capital and net debt upon closing. The preliminary estimated purchase price of €27.2 million for the 51% of equity acquired will be satisfied as follows:

• 42% in common shares of High Tide priced at US$2.1912, representing the volume weighted average price per High Tide share on the Nasdaq for the 10 trading days ending Aug. 8, 2025;
• 29% in cash; and
• 29% via loans from the sellers (the “loan”). The loan will mature on Dec. 31, 2029, bear 7% annual interest (paid quarterly), and be prepayable at any time by the company with no penalty.

In addition to the foregoing, Remexian’s owners have agreed to grant High Tide an option to acquire the remaining 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 years, following the 24-month anniversary of the closing (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) 4 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 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. 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 and is subject to a minimum cash payment of at least 40%, and the put option is subject to a minimum cash payment of at least 30%.

Any High Tide shares issued in connection with the transaction are subject to a statutory hold period of four months and one day.