High Tide (HITI) Registration Filing summary

Company overview and business model

• Operates as a vertically integrated, retail-focused cannabis company with 203 retail locations across Canada, primarily under the Canna Cabana brand, and a portfolio of subsidiaries in Canada, the U.S., the Netherlands, and the U.K.

• Business includes retail cannabis sales, manufacturing and wholesale distribution of consumption accessories, and e-commerce platforms for cannabis lifestyle products and hemp-derived CBD products.

• U.S. operations are limited to ancillary involvement in the cannabis industry, focusing on accessories and hemp-derived products, in compliance with state laws.

• Recent developments include a $30 million convertible debt agreement with Cronos Group Inc. and the adoption of a shareholder rights plan to maintain compliance with cannabis laws.

Financial performance and metrics

• As of April 30, 2025, had 81,203,007 common shares outstanding and $30 million in new notes payable from the Cronos loan.

• For the six months ended April 30, 2025, net cash provided by operating activities was $8,938,000.

• Approximately 14% of assets, 6% of liabilities, and 8% of revenues for the year ended October 31, 2024, were related to the U.S. cannabis industry.

Use of proceeds and capital allocation

• Up to $100 million in securities may be issued, with net proceeds to be used for general corporate purposes, working capital, debt repayment, capital projects, and potential acquisitions.

• Management retains broad discretion over allocation of proceeds, which may also be used to fund negative cash flow from operations if needed.