Mr. Raj Grover reports

HIGH TIDE RESTRUCTURES $8.9 MILLION OF OUTSTANDING SECURED DEBT

High Tide Inc. has completed a restructuring of approximately $8.9-million of the company's outstanding debt held by a key industry lender under a senior secured convertible debenture issued on July 23, 2020, as amended, maturing on Jan. 1, 2025, pursuant to a debt restructuring agreement dated July 23, 2020, as amended, entered into between the parties.

Pursuant to the terms of the debt restructuring agreement, the parties have agreed to settle the outstanding structured instalment payments, which equal the aggregate sum of $5,024,546, in common shares in the capital of High Tide at a deemed price of $2.0168 per High Tide share, to the key lender, subject to prior approval and compliance with the policies of the TSX Venture Exchange, calculated on the basis of a deemed price per High Tide share equal to the 10-day volume-weighted average trading price (in Canadian dollars) of the High Tide shares on the TSX-V ending on Oct. 31, 2023. Upon the outstanding structured payment being satisfied in High Tide shares, the outstanding amount of the debenture will be reduced proportionately.

Future structured payments have been changed from a quarterly obligation to a semi-annual obligation, and each remaining structured payment may be paid in cash or satisfied in free-trading High Tide shares, provided that: (x) High Tide provides the key lender 30 days prior written notice of its intention to make a structured payment in free-trading High Tide shares; and (y) the key lender, at its sole unfettered discretion, does not provide notice to High Tide at least 10 days before the applicable structured payment is due that a portion of or all of the applicable structured payment is to be paid in cash. If both conditions have been met, subject to prior approval by the TSX-V, High Tide shall be entitled to satisfy the applicable structured payment, or the remaining portion thereof, through the issuance of instalment shares, calculated on the basis of a deemed price per High Tide share equal to the 10-day VWAP ending on the day prior to the public announcement of such issuance.

The instalment shares issued in connection with the outstanding structured payment, and any instalment shares issued in settlement of any future structure payments, shall be subject to certain resale, volume and trading restrictions as agreed by the parties.

High Tide's obligations under the debenture are secured by the assets of High Tide and certain of its subsidiaries pursuant to a subordinated security interest (ranking behind the senior creditors of the debtors) granted in favour of the key lender and such other persons who may from time to time become a party to the security agreement entered into by the parties in connection with the debt restructuring.

"I'm excited to announce the restructuring of the debenture, which creates more flexibility on our balance sheet as we start pushing the momentum on new store openings again. Recall that at the beginning of 2021, just after the acquisition of Meta, our gross debt stood at approximately $65-million. Over the past three years, we have now cut our outstanding debt in half to $32-million today, representing just 1.2 times the adjusted [earnings before interest, taxes, depreciation and amortization] we reported over the past four quarters," said Raj Grover, founder and chief executive officer of High Tide.

"While eliminating this debt, we have simultaneously grown High Tide to an annual revenue run rate exceeding $500-million and generated $4.1-million in free cash flow during our last reported quarter, ending it with a cash balance exceeding $25-million. As mentioned during our last quarterly call, with regular payments coming due, amending the terms of this debt was a priority for us as it now allows us to allocate more cash toward the acceleration of organic store openings. On that front, we have secured more than 15 premier locations, with more in the pipeline, and we are excited to now crystallize these opportunities to generate even more cash for shareholders," added Mr. Grover.

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. 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 non-franchised cannabis retail chain in Canada, with 156 current locations spanning British Columbia, Alberta, Saskatchewan, Manitoba and Ontario and growing. In 2021, Canna Cabana became the first cannabis discount club retailer in Canada.
• Retail innovation: Fastendr is a unique and fully automated technology that integrates retail kiosks and smart lockers to facilitate a better buying experience through browsing, ordering and pickup.
• E-commerce platforms: High Tide operates a suite of leading accessory sites across the world, including Grass City, Smoke Cartel, Daily High Club and Dankstop.
• Cannabidiol: High Tide continues to cultivate the possibilities of consumer CBD through Nuleaf Naturals, FAB CBD and 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 Brand name.

High Tide consistently moves ahead of the currents, having been named one of Canada's top-growing companies in 2021, 2022 and 2023 by The Globe and Mail's Report on Business and was ranked No. 1 in the retail category on the Financial Times list of America's fastest growing companies for 2023.

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