Mr. Carter Brownlee reports

HIGH TIDE EXECUTES A TERM SHEET FOR $40MM OF CREDIT FACILITIES WITH A BIG 5 CANADIAN CHARTERED BANK AS ITS NEW SENIOR LENDER

High Tide Inc. has signed a term sheet with one of Canada's Big 5 chartered banks (the lender) in respect of new senior secured credit facilities in the principal amount of $40-million. Upon closing, the new credit facilities will replace the company's existing senior credit facility with connectFirst Credit Union. The name of the lender will be disclosed at closing, which is expected within 60 days subject to satisfaction of customary conditions precedent.

"Having a Big 5 Canadian bank step in as our senior lender marks a clear inflection point for High Tide. This is not just access to capital -- it is institutional validation of the scale, consistency and quality of the business we've built. Our model is delivering where others have struggled, and that discipline is now translating into materially lower-cost capital," said Raj Grover, founder and chief executive officer of High Tide.

"In a capital-constrained industry, access to low-cost, scalable financing is a structural advantage -- and one we intend to fully leverage. This facility strengthens our ability to pursue accretive growth across our retail network, scale our German platform through Remexian, and expand into other federally legal markets, all while maintaining the disciplined financial approach that continues to set High Tide apart," added Mr. Grover.

Transaction details

The term sheet is for two committed facilities:

• A $25-million committed revolver facility to be used to refinance the company's loan with connectFirst at closing, general working capital/corporate requirements, permitted acquisitions and permitted investments. The facility is to have a three-year maturity. The balance at connectFirst is expected to be a little over $6-million at closing, resulting in almost $19-million of available room on the revolver facility.
• A $15-million committed delayed draw term loan to be used to refinance the company's existing $15-million second-lien debentures. The company can elect to draw on this facility at its option and it will be repaid over a seven-year amortization period.
• The applicable interest rate will depend on the company's leverage in the future, but range between prime plus 2 per cent and prime plus 3 per cent.
• Financial covenants associated with the facilities include maintaining: senior funded debt/EBITDA (earnings before interest, taxes, depreciation and amortization) less than 2.0 times; total financed debt/EBITDA less than 3.0 times; and a minimum fixed charge coverage ratio greater than 1.25 times. The company has tested its internal model with these covenants and expects to be comfortably in compliance with all financial covenants.

Signing the term sheet represented the conclusion of a multimonth process which included obtaining terms from multiple Tier 1 lenders. Beshay Soliman George (BSG) LLP assisted the company during this process.

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 (HITI) is uniquely built around the cannabis consumer, with wholly diversified and fully integrated operations across all components of cannabis, including:

• Retail: Canna Cabana is the largest cannabis retail chain in Canada, with 221 domestic locations and one international location. The company's Canadian bricks-and-mortar operations span British Columbia, Alberta, Saskatchewan, Manitoba and Ontario, holding a growing 12-per-cent share of the market. In 2021, Canna Cabana became the first cannabis discount club retailer in the world. The company also owns and operates multiple global e-commerce platforms offering accessories and hemp-derived CBD products. In 2025, the company became the first North American cannabis operator to launch a bricks-and-mortar presence in Germany.
• Medical cannabis distribution: Remexian Pharma GmbH is a leading German pharmaceutical company built for the purpose of importation and wholesale of medical cannabis products at affordable prices. Among all German medical cannabis procurers, Remexian has one of the most diverse reaches across the globe and is licensed to import from 19 countries including Canada.

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 2025 for the fifth 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.

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