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 months ended January 31, 2026 and 2025
(Stated in thousands of Canadian dollars, except share and per share amounts)
(Unaudited)







Condensed Interim Consolidated Financial Statements for the three months ended January 31, 2026 and 2025.

The accompanying unaudited 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) "Arthur Kwan"
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 January 31, 2026 and October 31, 2025
(Unaudited — In thousands of Canadian dollars)

    
Notes
    2026 2025 
$$
Assets
Current assets
Cash and cash equivalents37,261 39,254 
Restricted cash2, 179,113 8,629 
Marketable securities8964 
Trade and other receivables118,673 5,615 
Inventory1066,655 67,406 
Prepaid expenses and deposits912,775 15,917 
Total current assets134,566 136,885 
Non-current assets
Property and equipment728,867 29,436 
Right‐of‐use assets2750,851 47,793 
Long term prepaid expenses and deposits93,494 4,114 
Intangible assets and goodwill8127,359 129,549 
Long term contract asset51,285 1,285 
Total non-current assets211,856 212,177 
Total assets346,422 349,062 
Liabilities
Current liabilities
Accounts payable and accrued liabilities1349,254 47,251 
Income tax payable7,188 7,189 
Deferred revenue144,957 7,989 
Interest bearing loans and borrowings1715,358 16,189 
Current portion of notes payable121,356 1,536 
Current portion of lease liabilities279,910 9,814 
Current derivative liability165,806 9,951 
Total current liabilities93,829 99,919 
Non-current liabilities
Notes payable1211,922 11,903 
Lease liabilities2742,992 39,986 
Deferred tax liability7,087 7,100 
Secured debentures1812,643 12,536 
Convertible debt1518,319 17,877 
Derivative liability1657,641 56,954 
Total non-current liabilities150,604 146,356 
Total liabilities244,433 246,275 
Shareholders' equity
Share capital
20
331,052 329,642 
Warrants224,546 4,546 
Contributed surplus40,514 42,024 
Derivative liability - equity16(35,797)(35,797)
Accumulated other comprehensive Income6,953 7,299 
Accumulated deficit(258,900)(260,105)
Equity attributable to owners of the Company88,368 87,609 
Non-controlling interest 3013,621 15,178 
Total shareholders' equity101,989 102,787 
Total liabilities and shareholders' equity346,422 349,062 
Contingent liability (Note 29)
Subsequent events (Note 31)
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High Tide Inc.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
For the three months ended January 31, 2026 and 2025
(Unaudited — In thousands of Canadian dollars, except share and per share amounts)

Notes
2026    2025
$$
Revenue 6, 25 178,329 142,461 
Cost of sales (133,230) (107,021)
Inventory fair value(690)— 
Gross profit 44,409  35,440 
Expenses       
Salaries, wages and benefits (21,105) (17,581)
Share-based compensation 21 (370) (1,175)
General and administration (7,393) (6,563)
Professional fees (2,437) (1,809)
Advertising and promotion (944) (912)
Depreciation and amortization 7, 8, 27 (8,026) (5,847)
Interest and bank charges(1,763)(1,486)
Total expenses(42,038)(35,373)
Income from operations 2,371  67 
Other income (expenses)   
Finance and other costs19(6,113)(2,731)
Gain on foreign exchange144 13 
Fair value change in derivative liability163,286 — 
Total other (expenses) income (2,683)(2,718)
Loss before taxes (312) (2,651)
Income tax expense (40) (38)
Net loss (352) (2,689)
Other comprehensive income (loss)  
Translation difference on foreign operations (346) 881 
Total comprehensive loss (698) (1,808)
  
Net loss attributed to:
Owners of the Company1,205 (2,808)
Non-controlling interest30(1,557)119 
(352)(2,689)
Comprehensive loss attributed to:
Owners of the Company604 (1,922)
Non-controlling interest30(1,302)114 
(698)(1,808)
Income (loss) per share
Basic and diluted230.01 (0.03)

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High Tide Inc.
Condensed Interim Consolidated Statements of Changes in Equity
For the three months ended January 31, 2026 and 2025
(Unaudited — In thousands of Canadian dollars)

Accumulated
Derivative
other
Attributable
Contributed
liability -
comprehensive
Accumulated
 to owners of
Notes
Share capital
Warrants
surplus
equity
income (loss)
deficit
the Company
NCI
Total
$$$$$$$$$
Opening balance, November 1, 2024300,643 4,632 40,507 — 6,848 (209,358)143,272 2,240 145,512 
Issuance of shares in equity financing52 — —  — — 52 — 52 
Share-based compensation— — 1,175  — — 1,175 — 1,175 
Share issuance costs(47)— —  — — (47)— (47)
Warrants exercised10 (3) — — — 
Options exercised392 — (183) — — 209 — 209 
Cumulative translation adjustment— — —  881 — 881 — 881 
Net loss for the period— — —  — (2,808)(2,808)119 (2,689)
Balance, January 31, 2025301,050 4,629 41,499  7,729 (212,166)142,741 2,359 145,100 
Opening balance, November 1, 2025329,642 4,546 42,024 (35,797)7,299 (260,105)87,609 15,178 102,787 
Share-based compensation21 — — 370 — — — 370 — 370 
Share issuance costs20 (2)— — — — — (2)— (2)
RSUs vested20 1,734 — (1,734)— — — — — — 
Equity awards related costs20 (468)— — — — — (468)— (468)
Options exercised20 146 — (146)— — — — — — 
Cumulative translation adjustment — — — — (346)— (346)— (346)
Net income (loss) for the period— — — — — 1,205 1,205 (1,557)(352)
Balance, January 31, 2026331,052 4,546  40,514 (35,797)6,953 (258,900)(259,716)88,368 13,621 101,989 
+
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High Tide Inc.
Condensed Interim Consolidated Statements of Cash Flows
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)
Notes
2026 2025 
Operating activities  $$
Net loss for the period  (352) (2,689)
Income tax expense   40  38 
Accretion expense 19  780  286 
Bad debt write off52 — 
Depreciation and amortization 7, 8, 27 8,026  5,847 
Share-based compensation21 370 1,175 
Gain on revaluation of put option liability  (3,286) — 
Gain on foreign exchange(144)(13)
  5,486  4,644 
Changes in non-cash working capital  
Trade and other receivables(3,110)(155)
Inventory751 (1,059)
Prepaid expenses and deposits3,762 (678)
Accounts payable and accrued liabilities2,003 (1,918)
Deferred revenue(3,032)(152)
Net cash provided by operating activities  5,860  682 
 
Investing activities  
Purchase of property and equipment(1,873)(2,568)
Purchase of intangible assets(357)(47)
Acquisition of retail store leases(400)— 
Purchase to obtain right-of-use assets(69)(126)
Net cash used in investing activities  (2,699) (2,741)
 
Financing activities  
Repayment of interest bearing loans and borrowings 17 (8,094)(894)
Proceeds from interest bearing loans net of issue costs 17 7,264 — 
Repayment of notes payable (390)(13,385)
Lease liability payments 27 (2,635)(2,222)
Share issuance costs 20 (2)(47)
Issuance of shares in equity financing 20    52 
Warrants exercised  22   
Equity awards related costs18 (468) — 
Options exercised  70  70 
Proceeds from secured debentures    4,427 
Net cash used in financing activities  (4,255) (11,992)
 
Effect of foreign exchange on cash(415)125 
Net (decrease) increase in cash  (1,509) (13,926)
Cash and cash equivalents, and restricted cash, beginning of period  47,883  47,267 
Cash and cash equivalents, and restricted cash, end of period  46,374  33,341 
Supplemental cash flow information
Cash interest received98 158 
Cash interest paid2,329 1,814 
Cash taxes paid30 42 
Non-cash addition to right-of-use assets6,256 3,775 
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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)


1. Nature of operations
High Tide Inc. (“High Tide” or the "Company") is a retail-focused cannabis company with diversified operations spanning bricks-and-mortar retail, European importation, wholesale of medical cannabis, and global e-commerce platforms. The Company’s shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “HITI”, 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 IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”), under the historical cost convention, except for certain financial instruments which are measured at fair value.

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, 2025 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 March 17, 2026.

B. 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.
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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)





C. Basis of consolidation
Subsidiaries are entities controlled by the High Tide Inc. and the 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 period are included in the condensed interim consolidated financial statements from the effective date of acquisition or up to the effective date of disposal, as applicable.The accounting policies applied in the preparation of these condensed interim financial statements relating to consolidation are consistent with those applied in the Company’s annual consolidated financial statements for the year ended October 31, 2025. Intra‐company balances and transactions, and any unrealized gains or losses or income and expenses arising from intra‐company transactions are eliminated in preparing the condensed interim consolidated financial statements.
SubsidiariesPlaces of operationsPercentage OwnershipPrincipal activitiesFunctional Currency
Canna Cabana Inc.Canada100%Cannabis retailCanadian Dollar
2680495 Ontario Inc.Canada100%Cannabis retailCanadian Dollar
Saturninus Partners GPCanada50%Cannabis retailCanadian Dollar
Valiant Distribution Canada Inc.Canada100%Wholesale distributionCanadian Dollar
META Growth Corp.Canada100%Cannabis retailCanadian Dollar
NAC Thompson North Ltd. PartnershipCanada49%Cannabis retailCanadian Dollar
NAC OCN Ltd. PartnershipCanada49%Cannabis retailCanadian Dollar
HT Global Imports Inc.Canada100%Product sourcing and importsCanadian Dollar
2049213 Ontario Inc.Canada100%Cannabis retailCanadian Dollar
1171882 B.C. Ltd.Canada100%Cannabis retailCanadian Dollar
High Tide BV (Grasscity)Netherlands100%E-commerce retailEuropean Euro
Valiant Distribution Inc.United States100%Wholesale distributionU.S. Dollar
Smoke Cartel USA, Inc.United States100%E-commerce retailU.S. Dollar
Fab Nutrition, LLCUnited States100%E-commerce retailU.S. Dollar
Halo Kushbar Retail Inc.Canada100%Cannabis retailCanadian Dollar
Nuleaf Naturals LLCUnited States100%E-commerce retailU.S. Dollar
DHC Supply, LLCUnited States100%E-commerce retailU.S. Dollar
2629268 Alberta ltd.Canada87.5%Event-based cannabis retailCanadian Dollar
DS Distribution Inc.United States100%E-commerce retailU.S. Dollar
Enigmaa Ltd. (Blessed CBD)United Kingdom80%E-commerce retailBritish Pound Sterling
Remexian Pharma GMBHGermany51%Medical cannabis distributionEuropean Euro
High Tide Germany GmbHGermany100%Accessories retailEuropean Euro

D. Reclassification
During the three months ended January 31, 2026, the Company separately presented certain guaranteed investment certificates and deposits pledged as collateral as “Restricted cash” on the condensed interim consolidated statements of financial position. Previously, these amounts were included within “Cash and cash equivalents.” Comparative figures have been reclassified to conform with the current period presentation. This reclassification had no impact on total assets, total liabilities, shareholders’ equity, net income (loss), or cash flows.





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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)





3. Material accounting policies
The material accounting policies and methods of computation applied in these condensed interim consolidated financial statements are consistent with those applied in the preparation of the Company’s audited consolidated financial statements for the year ended October 31, 2025.
Restricted cash
Restricted cash primarily consists of guaranteed investment certificates (“GICs”) that have been pledged as collateral in support of certain loan facilities. These balances are subject to contractual restrictions and are not available for unrestricted use by the Company until the relevant lending arrangements are extinguished or the collateral restrictions are released.
The classification of restricted cash as current or non-current is determined based on the expected timing of the release of the associated restrictions.
There were no new or amended IFRS Accounting Standards effective November 1, 2025 that had a material impact on the Company’s condensed interim consolidated financial statements.
Accounting standards issued but not yet effective are consistent with those disclosed in the Company’s audited consolidated financial statements for the year ended October 31, 2025. The Company has not early adopted any new standards or amendments during the period.

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.

In preparing these condensed interim consolidated financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were consistent with those applied in the audited consolidated financial statements for the year ended October 31, 2025.
There have been no material changes in significant accounting judgments or estimates during the three months ended January 31, 2026.
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.
There were no business combinations completed during the three months ended January 31, 2026.
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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)




A. Remexian Pharma GmbH
On September 2, 2025, the Company, pursuant to a Share Purchase Agreement (the “Agreement”), acquired 51% of the issued and outstanding shares of Remexian Pharma GmbH (“Remexian”), a company in the business of importation and wholesale of medical cannabis, for a total purchase price $46,867 (EUR 29,188).The acquisition of Remexian served to broaden the Company’s product offerings and geographic reach throughout Europe. The transaction can be summarized as follows
EUR$
Common shares16,725 26,856 
Cash7,654 12,289 
Vendor loan5,609 9,007 
Long-term contract asset(800)(1,285)
Total consideration(i)
29,188 46,867 
Purchase price allocation
Trade and other receivable595 955 
Inventory19,953 32,039 
Prepaid expenses and deposits5,929 9,520 
Property, plant and equipment236 379 
Intangible assets 21,151 33,962 
Accounts payable and accrued liabilities(14,065)(22,575)
Income tax payable(3,495)(5,612)
Interest bearing loans and borrowings(4,004)(6,429)
Notes payable(2,855)(4,584)
Goodwill 19,468 31,260 
Deferred tax liability (4,391)(7,051)
Non controlling interest(9,334)(14,997)
29,188 46,867 

(i)Total consideration was $46,867 (EUR 29,188), and consisted of: (i) cash consideration of $12,289 (EUR 7,654); (ii) 5,864,373 common shares of the Company issued as consideration with a value of $26,856 (EUR 16,725); (iii) a vendor loan with a fair value of $9,007 (EUR 5,609) (see Note 12); and (iv) a long-term contract asset of $1,285 (EUR 800) arising from a contingent purchase price adjustment under the Remexian share purchase agreement.
Under the Share Purchase Agreement, the Company is entitled to the return of consideration transferred, up to a maximum of 29% of the final purchase price, if a substantive amendment to the German Medical Cannabis Act (“MedCanG”) occurs by July 31, 2026 and, as a result of such change in law, Remexian’s EBITDA deteriorates by more than 30%. This arrangement represents contingent consideration receivable and provides the Company with protection against adverse regulatory developments impacting the acquired business.
The long-term contract asset was recognized at its estimated fair value of $1,285 (EUR 800) at the acquisition date, based on management’s assessment of the likelihood of the specified change in law occurring and its expected impact on Remexian’s EBITDA. This amount is presented in the consolidated statement of financial position within long-term contract asset. Management reassessed the fair value of the contingent consideration as of January 31, 2026, and determined that no change was required.

Under the Remexian Agreement, the Company has a call option with a 5-year life starting September 2, 2027, to purchase the remaining 49% shares from the non-controlling shareholders in Remexian. The call option is exercisable at an exercise price determined as a multiple of 4 times or 3.64065 times trailing annual EBITDA. The Company analyzed the value of the call option and considers it to be fair value, and therefore no amount has been recognized in the financial statements in respect of the call option.

The non-controlling interest recorded represents the 49% of Remexian shares held by the Sellers and is initially measured as the proportionate share of the recognized assets and liabilities. Under the Agreement, the non-controlling interests are subject to a call and put option. See note 16 for further details on the derivative liability related to the put option.

The excess purchase price over the net identifiable assets acquired, and the liabilities assumed resulted in goodwill of $31,260 which is largely attributable to the assembled workforce acquired and the synergies from combining operations. Goodwill will not be deductible for tax purposes.
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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)





Remexian’s statutory year-end is December 31. For consolidation purposes at year end October 31, 2025, the Company included Remexian’s financial information through October 31 to align with the Company’s year-end.

The fair values of the identifiable assets acquired, and liabilities assumed are provisional as of January 31, 2026, and are subject to adjustment during the measurement period, which may extend up to one year from the acquisition date, as additional information becomes available regarding facts and circumstances that existed at the acquisition date. During the three months ended January 31, 2026, there were no material measurement period adjustments recognized.

6. Revenue from contracts with customers

For the three months ended January 3120262025202620252026202520262025
Bricks-and-mortarBricks-and-mortarE-commerceE-commerceMedical
cannabis distribution
Medical
cannabis distribution
TotalTotal
$$$$$$$$
Primary geographical markets(i)
Canada149,690 135,714  —   149,690 135,714 
USA — 3,525 6,458   3,525 6,458 
International — 135 289 24,979  25,114 289 
Total revenue149,690 135,714 3,660 6,747 24,979  178,329 142,461 
Major products and services
Cannabis, hemp-derived products and other 145,889 132,049 1,478 2,868 24,979  172,346 134,917 
Consumption accessories3,801 3,665 2,182 3,879   5,983 7,544 
Total revenue149,690 135,714 3,660 6,747 24,979  178,329 142,461 
Timing of revenue recognition
Transferred at a point in time149,690 135,714 3,660 6,747 24,979  178,329 142,461 
Total revenue149,690 135,714 3,660 6,747 24,979  178,329 142,461 
(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 months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)





7. Property and equipment


Office equipmentProductionLeasehold
and computersequipmentimprovementsVehiclesBuildingsTotal
Cost$$$$$$
Opening balance, November 1, 20246,677 3,859 49,476 40 3,710 63,762 
Additions649 11 8,550 875 10,085 
Additions from business combinations 176 40 20 — 145 381 
Foreign currency translation25 23 13 — (12)49 
Balance, October 31, 20257,527 3,933 58,059 40 4,718 74,277 
Additions103 — 1,769 — 1,873 
Foreign currency translation(4)(54)(45)— — (103)
Balance, January 31, 20267,626 3,879 59,783 40 4,719 76,047 
Accumulated depreciation
Opening balance, November 1, 20244,018 2,213 29,333 15 712 36,291 
Depreciation1,024 776 6,411 256 8,471 
Foreign currency translation40 25 — 79 
Balance, October 31, 20255,082 3,014 35,753 19 973 44,841 
Depreciation219 134 2,039 68 2,461 
Foreign currency translation(4)(81)(37)— — (122)
Balance, January 31, 20265,297 3,067 37,755 20 1,041 47,180 
Net Book Value, October 31, 20252,445 919 22,306 21 3,745 29,436 
Net Book Value, January 31, 20262,329 812 22,028 20 3,678 28,867 
(i)As at January 31, 2026, the Company had a balance of $988 (October 31, 2025 - $1,265) in assets under construction in Leasehold Improvements. These amounts are related to Canadian retail locations that are not yet operational.



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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)





8. Intangible assets and goodwill
SoftwareLicensesBrand nameCustomer relationshipSupplier relationshipGoodwillTotal
Cost$$$$$$$
Opening balance, November 1, 202411,986 46,148 8,585 — — 73,373 140,092 
Additions211 — — — — 211 
Additions from business combinations— 2,634 10,295 18,383 2,650 31,260 65,222 
Impairment loss (10,721)— (7,657)— — (14,807)(33,185)
Foreign currency translation238 18 162 130 18 295 861 
Balance, October 31, 20251,714 48,800 11,385 18,513 2,668 90,121 173,201 
Additions11 274 72 — — — 357 
Foreign currency translation— (5)(18)(34)(5)(59)(121)
Balance, January 31, 20261,725 49,069 11,439 18,479 2,663 90,062 173,437 
Accumulated amortization
Opening balance, November 1, 20248,475 38,659 142 — — — 47,276 
Amortization2,120 2,372 533 594 144 — 5,763 
Impairment Loss (9,621)— — — — — (9,621)
Foreign currency translation168 35 23 — 234 
Balance, October 31, 20251,142 41,034 710 617 149 — 43,652 
Amortization59 588 570 927 223 — 2,367 
Foreign currency translation66 (2)(4)(1)— 59 
Balance, January 31, 20261,201 41,688 1,278 1,540 371  46,078 
Net Book Value, October 31, 2025572 7,766 10,675 17,896 2,519 90,121 129,549 
Net Book Value, January 31, 2026524 7,381 10,161 16,939 2,292 90,062 127,359 

During the three months ended January 31, 2026, the Company evaluated for indicators of impairment and determined that no indicators were present.

9. Prepaid expenses and deposits

As atJanuary 31, 2026October 31, 2025
$$
Deposits on cannabis retail outlets
2,683 
2,622 
Prepaid insurance and other
4,185 
4,578 
Prepayment on inventory
9,401 
12,831 
Total16,269 20,031 
Less current portion(12,775)(15,917)
Long-term3,494 4,114 



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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)





10. Inventory
As atJanuary 31, 2026October 31, 2025
$$
Finished goods49,462 56,336 
Raw material17,547 11,430 
Work in process10 
Provision for obsolescence (364)(366)
Total66,655 67,406 

11. Trade and other receivables
As atJanuary 31, 2026October 31, 2025
$$
Trade account receivable21,082 15,557 
Factoring(i)
(11,428)(9,013)
Allowance for doubtful accounts(981)(929)
Total8,673 5,615 
(i)Remexian has a trade receivables factoring arrangement with a debt collection services company in Germany under which eligible trade receivables are sold to Coface on a non-recourse basis. Eligible receivables are derecognized when purchased by Coface and cash is received. Receivables offered but not purchased by Coface continue to be recognized as trade receivables. The Company does not retain ongoing exposure to credit risk on receivables sold other than customary representations and warranties; such representations and warranties do not constitute continuing involvement for the purposes of IFRS 7 transfer disclosures. Factoring fees are recognized in finance costs.

12. Notes payable

As at
    
January 31, 2026
October 31, 2025
$
$
Term loanii)
3,430
3,637
Vendor loan(ii)
9,234
9,007
Other(iii)
614
795
Total
13,278
13,439
Less current portion
(1,356)(1,536)
Long-term obligation
11,922
11,903
(i)Remexian, a subsidiary of the Company, entered into a fixed-rate installment term loan with an unrelated party bank on March 31, 2025, with original principal of $3,885 (EUR 2.5 million) and final maturity on March 31, 2030. The loan bears interest at a fixed rate of 4.82% per annum, calculated using 360-day year, with quarterly repayments of principal $200 (EUR 0.125 million) and accrued interest, commencing June 30, 2025; contractual interest accrues over the term of the loan and is payable at maturity. The loan is denominated in Euros and translated into Canadian dollars using the closing exchange rate at the reporting date in accordance with IAS 21 and is measured at amortized cost under IFRS 9. As at January 31, 2026, principal outstanding was $3,430, of which $806 was classified as current and $2,624 as non-current. Accrued interest of approximately $14 was recognized separately within trade and other payables. The loan is secured by a transfer of ownership of inventory and an assignment of related insurance claims and is further supported by maximum amount guarantees of $932 (EUR 0.6 million) provided by the two largest non-controlling interest owners of Remexian . Following the acquisition of Remexian, the Company placed $488 (EUR 0.3 million) in escrow with a notary in respect of potential security claims. Financial covenants include a minimum equity ratio of 25% and a maximum net debt ratio of 3.0, all of which were met as at January 31, 2026.
14

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)





(ii)In connection with the acquisition of Remexian, the Company entered into a vendor financing arrangement pursuant to which a portion of the purchase consideration was deferred and recorded as a note payable by the Company to the vendors. The vendor loan has a principal amount of $12,290. The vendor loan bears interest at a fixed rate of 7% per annum on the outstanding principal, with interest accruing annually and payable on January of the following calendar year. The Company may repay the vendor loan in whole or in part, at its discretion, subject to minimum repayment amounts of EUR 100,000 or multiples thereof, and provided that 60 days’ prior written notice is given to the vendor in the case of early repayment. The vendor loan is unsecured and is governed by the laws of the Federal Republic of Germany. There are no financial covenants attached to the vendor loan. In accordance with IFRS 3 – Business Combinations, the vendor loan was initially recognized at its fair value of $9,007 at the acquisition date, with the difference between the principal amount and fair value included as part of the acquisition accounting. Subsequent to initial recognition, the vendor loan is measured in accordance with IFRS 9 – Financial Instruments, at amortized cost using the effective interest method. Accrued interest of $73 was recognized with in trade and other payables.
(iii)Included in current notes payable are an e-commerce subsidiary's $65 loan. Also included are Remexian’s five fixed-rate Euro-denominated loans. A total of EUR 700 was advanced to Remexian in 2024, prior to the Company’s acquisition of Remexian. As at January 31, 2026, principal outstanding under these loans totaled $549 (EUR 340). The unsecured loans contain no financial covenants, are subordinated to all other third-party claims, bear fixed interest at an average rate of 10% per annum, and are classified within current notes payable based on their repayment schedules. These borrowings are measured at amortized cost.
13. Accounts payable and accrued liabilities
As at
    
January 31, 2026
October 31, 2025
$
$
Accounts payable
30,144
27,765
Accrued liabilities
10,723
12,484
Sales tax payable
 
8,387
7,002
Total
49,254
47,251

14. Deferred revenue
As at
January 31, 2026
October 31, 2025
$
$
Cannabis, hemp-derived products and other revenue
2,235
3,308
Elite membership revenue
1,546
1,404
Goods shipped not delivered
1,176
3,277
Total
4,957
7,989

15. Convertible debt
As at
January 31, 2026
October 31, 2025
$
$
Face value30,000-30,000
Freestanding derivative(7,299)(7,299)
Unamortized issuance cost(4,382)(4,824)
Total
18,319
17,877


15

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)





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”). The loan is guaranteed by designated subsidiaries and is junior in priority to the Company’s prior-ranking senior secured indebtedness.
An original issue discount (“OID”) of 16% ($4,800) was retained by the Lender, resulting in a funded amount of $25,200 received by the Company. Interest accrues at 4% per annum on the full $30,000 principal amount (inclusive of OID) and is payable quarterly in arrears on the last day of each quarter. Principal repayment is due in full when the loan matures on July 16, 2030; early repayments may be made at the Company’s option without penalty.
In connection with this convertible debt, the Company issued detachable warrants to purchase common shares of High Tide Inc. to the Lender.
The loan was initially recognized at $17,382, determined as $25,200 funded amount, net of the $7,299 initial fair value of the warrant liability and $519 of transaction costs. The loan is subsequently measured at amortized cost using the effective interest method and reflects the change in outstanding balance of the convertible debt compared to October 31, 2025.
The loan includes a conversion feature that permits the Lender, while the loan is outstanding, to deliver a conversion offer to convert all or a portion of the funded amount (principal net of OID) into common shares of the Company at a conversion price of
$4.20 per share. The Company has ten business days to accept or reject each conversion offer; if not accepted, the offer is deemed rejected. A 10% beneficial ownership cap applies unless applicable TSX Venture Exchange approvals are obtained.

The Company was in compliance with all covenants as at January 31, 2026.
16. Derivative liability

Current derivative liability - detachable warrants
As at
January 31, 2026
October 31, 2025
$
$
Opening balance
9,951
Initial recognition
7,299
Fair value change
(4,145)
2,652
Fair value, end of the period
5,806
9,951
The detachable warrants were issued concurrently with the advance of the convertible debt and are exercisable into common shares at a fixed exercise price, subject to standard anti-dilution adjustments. The detachable warrants are freestanding financial instruments and do not meet the criteria for equity classification under IAS 32 – Financial Instruments: Presentation. Accordingly, the detachable warrants are accounted for as a derivative liability. Transaction costs of $212 allocated to the warrants were expensed on initial recognition of the derivative liability. In connection with the convertible debt, 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.
The Black-Scholes model was used in determining the fair value of the warrants of $1.51 as at January 31, 2026 ($2.59 - October 31, 2025) . The primary inputs include expected share price volatility of 68% at January 31, 2026 (68% - October 31, 2025) , Risk-free rate of return of 2.87% at January 31, 2026 (2.63% - October 31, 2025), Expected life of warrants of 4.46 years at January 31, 2026 (4.71 - October 31, 2025), closing market stock price of $3.04 at January 31, 2026 ( $4.38 - October 31, 2025).




16

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)





Non-current derivative liability - put option liability
As atJanuary 31, 2026October 31, 2025
$$
Opening balance56,954
Initial recognition35,797
Fair value change85920,907
(Loss) or gain on foreign exchange(172)250
Total57,64156,954

The Company issued a put option to the 49% non-controlling interest shareholders in Remexian, exercisable at any time after September 2, 2027 for a term of 5 years. The put option allows the non-controlling interest shareholders to sell all the remaining shares at an exercise price of 3.64065 times the trailing annual EBITDA.

The Company used a Monte Carlo simulation model to determine the put option's fair value. At January 31, 2026, the significant level 3 estimates in the valuation were management's multi-year EBITDA forecast, an internal rate of return of 15% (15% - October 31, 2025) an annualized EBITDA volatility of 82% (82% - October 31, 2025) and risk-free rate of 3.1%.(3.4% - October 31, 2025)

On initial recognition, the put option liability of $35,797 was recorded as derivative liability - equity in the consolidated statement of changes in equity. As at January 31, 2026, the put liability was remeasured as $57,641 ($56,954 - October 31, 2025) and the change in fair value of $859 ($20,907 - 2025) was recorded in the consolidated statement of loss and comprehensive loss.
17. Interest bearing loans and borrowings

As at    January 31, 2026October 31, 2025
$$
Connect First loan(i)
8,0949,104
Bank borrowings(ii)
7,2644,851
Working capital loan(iii)
2,234
Total 15,35816,189
(i)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. The demand loan bears interest at the Credit Union’s prime lending rate plus 2.5% per annum and is set to mature on September 5, 2027.

Tranche 1, is repayable on demand, but until demand is made this Credit Facility shall be repaid in monthly blended payments of principal and interest of $241. Blended payments may be adjusted from time to time, if necessary, on the basis of the Credit Union’s Prime Lending Rate and the principal outstanding. The Company received the inflow on October 7, 2022. The balance at the end of the January 31, 2026 is $5,286 ($5,909 - October 31, 2025).

Tranche 2, is repayable on demand, but until demand is made this Credit Facility shall be repaid in monthly blended payments of principal and interest of $147. Blended payments may be adjusted from time to time, if necessary, on the basis of Prime, the principal outstanding and the amortization period remaining, the Company received the inflow on October 25, 2022. The Company received the remaining $2,673 on March 8, 2023. The balance at the end of the year ended January 31, 2026 is $2,808 ($3,195 - October 31, 2025).
Attached to the loan is a general security agreement comprising a first charge security interest over all present and after acquired personal property, registered at Personal Property Registry for the assets of Canna Cabana Inc., Meta Growth Corp., 2680495 Ontario Inc., Valiant Distribution Canada Inc., High Tide USA Inc., Smoke Cartel USA Inc., DHC Supply LLC., DS Distribution Inc., Enigmaa Ltd., High Tide Inc. BV., SJV2 BV., SJV BV o/a Grasscity., and a limited recourse guarantee against $5,000 worth of High Tide Inc. shares held by Harkirat Singh Grover, and affiliates, to be pledged in favor of the Connectfirst.
17

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)






Covenants attached to the loan:
The Company’s debt service coverage ratio shall be not less than 1.4:1, to be tested at the end of each fiscal quarter of the Company based on a trailing four-quarters basis using financial statements. As of January 31, 2026, the Company was in compliance with the debt service coverage ratio.
The Company shall at all times maintain in the Company’s account with connectFirst the greater of $7,500 or 50% of the aggregate debt of the Company to connectFirst. A five-business day cure period is permitted. Included in the restricted cash of of $9,113 as at January 31, 2026 ($8,629 - October 31, 2025) is $7,500 ($7,500 - October 31, 2025) held in the Company’s account with connectFirst.
The Company shall at all times maintain a current ratio of not less than 1.3:1, to be tested monthly using financial statements. As at January 31, 2026, the Company was in compliance with the current ratio.
The Company shall at all times maintain a funded debt to EBITDA ratio of not more than 3:1, to be tested quarterly on a consolidated basis. As January 31, 2026, the Company was in compliance with the funded debt to EBITDA ratio.
During the three months ended, January 31, 2026, the Company incurred interest of $155 ($271 - (January 31, 2025) for Connect first loan and $41 ($nil - January 31, 2025) for commercial bank loan, and paid $1,009 ($894 - January 31, 2025) as outstanding principal in relation to the connect first loan.

As at January 31, 2026, the Company has met all the covenants attached to the loan.
(ii)Remexian has a credit framework with German bank that may be utilized as an overdraft facility (line of credit), money market loans, bank guarantees and import letters of credit, with an aggregate limit of $9,436 (EUR 6,000), of which money market utilization is subject to a sub-limit of $7,863 (EUR 5,000). The overdraft facility bears interest at a variable rate linked to three-month average EURIBOR, with interest payable monthly in arrears, and is subject to a provision fee of 0.10% per annum plus VAT on the unused portion; the facility has no stated maturity and amounts drawn are repayable on demand. As at January 31, 2026, the overdraft facility has $1,690 balance and was classified as cash and cash equivalent. Money market loans are short-term drawings repayable at the end of their term and bear interest at EURIBOR plus a margin of 2.50% per annum (EURIBOR floored at zero), calculated using 360-day year. As at January 31, 2026, the variable interest rate applicable to the overdraft facility was 5.248%, and the rate applicable to the money market loan was 4.537%. The facilities are denominated in Euros. The money market loan outstanding as of October 31, 2025 in the amount of $4,851 was fully repaid on December 15, 2025. Subsequently, on January 15, 2026, the Company drew $7,264 (Euro 4,500) from its credit facility, maturing on April 30, 2026. The balance has been classified as a current liability. No amounts were outstanding under bank guarantees or import letters of credit at year-end.

The credit framework is secured by Remexian’s inventory and related insurance claims and are further supported by maximum amount guarantees of $970 (EUR 600) provided by two noncontrolling shareholders of Remexian; in addition, the Company placed $485 (EUR 300) in escrow with a notary in respect of potential security claims. Accrued interest relating to these facilities is recognized separately within trade and other payables. There are no financial covenants attached to the this loan.
(iii)Remexian entered into a procurement pre-financing arrangement with a German lender, under which the German lender pays approved supplier invoices on Remexian’s behalf and Remexian reimburses a German lender at the end of an agreed payment deferral period. During the year, Remexian selected a four-month payment deferral for all transactions, with the applicable transfer fee determined at the time each invoice was submitted. Amounts outstanding under the arrangement are repayable within twelve months and are therefore classified as current. As at January 31, 2026, the balance outstanding was $nil. The arrangement is secured by collateral over the financed goods and related claims. On November 26, 2025, the German lender provided notice to terminate the arrangement, following which no new supplier invoices are being financed; this did not affect the carrying amount of the balance outstanding at the reporting date. There are no financial covenants attached to this loan.

18

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)





18. Secured debentures
As at    January 31, 2026October 31, 2025
$$
Face value15,00015,000
Unamortized discount(1,102)(1,152)
Unamortized issuance fees(1,255)(1,312)
Total12,53612,64312,536
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 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 months ended January 31, 2026, the Company incurred interest in the amount of $454 ($390 - January 31, 2025:) and accretion expense of $107 ($64 - January 31, 2025). This secured debenture is subject to the same covenants as the Connect First loan, with which the Company remains in full compliance.

19. Finance and other costs
Three months ended January 31,
2026
2025
$
$
Accretion on convertible debt
442
Accretion on notes payable
231
136
Accretion on secured debentures
107
150
Accretion on lease liabilities
957
936
Interest on notes payable
280
218
Interest on debentures
457
390
Interest on interest bearing borrowings
 
379
271
Interest on convertible debt
302
Transaction and other costs for the period
 
2,958
630
Total
6,113
2,731

19

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)





20. Share capital
Common shares: 
Number of sharesAmount
 #$
Opening balance, November 1, 2024 80,787,017300,643
Purchase of Remexian - paid in shares5,864,37326,856
Issuance of shares through ATM(i)
11,60052
Vested restricted share units (RSU)504,0441,388
Share issuance cost(292)
Options exercised227,947664
Warrants exercised89,800331
Balance, October 31, 2025 87,484,781329,642
Vested restricted share units (RSU) 295,1901,734
Equity awards related costs (468)
Share issuance cost(2)
Options exercised60,615146
Balance, January 31, 2026 87,840,586331,052
(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 months ended January 31, 2026, a total of $nil ($52 - January 31, 2025) has been raised through the program. The ATM Program was effective until until July 24, 2025, when the Canadian Shelf Prospectus was withdrawn in order to file a new base shelf prospectus.

On August 11, 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. These filings allow the Company to offer, during the 25-month effective period, up to an aggregate of $100,000 (or the equivalent in U.S. dollars) in one or more offerings of equity, debt, warrants, subscription receipts, units, convertible securities, or combinations thereof.
21. 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, 6-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.
Share-based compensation from stock options and RSUs totaled $370 for the three months ended January 31, 2026 (January 31, 2025: $1,175).
20

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)





Changes in the number of stock options, with their weighted average exercise prices, are summarized below:
For the year ended    January 31, 2026October 31, 2025
Number of options
Weighted average exercise price ($)
Number of options
Weighted average exercise price ($)
Opening balance 2,503,4572.763,080,4522.97
Granted 280,5003.45
Exercised(93,500)2.08(382,000)2.55
Forfeited or expired(28,000)3.09(475,495)4.65
Balance, January 31, 2026 2,381,9572.792,503,4572.76
Exercisable, end of the year 2,144,9572.732,212,5822.70
For the three months ended January 31, 2026, the Company recorded share-based compensation related to options of $31 (January 31, 2025: $218).
Outstanding optionsExercisable options
Number of options outstandingWeighted average remaining life (years)Weighted average exercise price ($)Number of options exercisableWeighted average exercise price ($)
Range of exercise price
$1.53 - $2.46
76,5000.051.8176,5001.81
$2.47- $2.75
2,016,957 0.692.74 1,996,582 2.74 
$2.76 - $4.16
288,5002.122.7471,8753.23
$1.53 - $4.16
2,381,957 0.852.76 2,144,957 2.70
(b) Restricted share units ("RSUs") plan
For the three months ended January 31, 2026, the Company recorded share-based compensation related to RSUs of $339 (January 31, 2025: $957).
Number of shares
As atJanuary 31, 2026October 31, 2025
Opening balance918,688687,747
Granted918,688
Vested and issued(435,618)(687,747)
Balance, January 31, 2026483,070918,688








21

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)




22. Warrants
 WarrantsWeighted average exercise priceWeighted average number of years to expiryExpiry dates
 #$$
Opening balance 4,852,3664,6322.732.98
Warrants exercised (89,800)(86)2.731.727/22/2027
Warrants issued 3,836,317-3.914.717/16/2030
Balance, October 31, 2025 8,598,8834,5463.263.05
Warrants exercised
Balance, January 31, 20268,598,8834,5463.262.80
(i) The Company issued 3,836,317 warrants in connection with the Convertible Debt, which is classified as derivative liability (refer to Note 16).
23. Loss per share

For the three months ended January 31,    20262025
 $$
Net loss for the year(352)(2,689)
Non-controlling interest portion of net income (loss)(1,557)119 
Net Income (loss) attributable to the owners of the Company1,205 (2,808)
Weighted average number of common shares - basic87,715,295 80,874,524 
Basic income (loss) per share0.01 (0.03)
During the three months ended January 31, 2026, the Company reported a net loss. In the computation of the diluted loss per share, common share equivalents are not considered, as the inclusion of the common shares equivalents are anti-dilutive for the period.

24. 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 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)

22

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)





The Company assessed that the fair values of cash and cash equivalents, trade and other receivables, accounts payable, interest bearing loans and borrowings, current portion of notes payable, and current portion of lease 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.
-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 1% change in expected volatility would change the warrant liability by approximately $97.
(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    January 31, 2026October 31, 2025
$$
Current (for less than 30 days) 6,4943,989
31 – 60 days 42999
61 – 90 days 362101
Greater than 90 days 2,3692,355
Less allowance (981)(929)
 8,6735,615

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 months ended January 31, 2026 $199 (January 31, 2025: $2) in trade receivables were written off against the loss allowance due to bad debts and $782 ($775 - January 31, 2025) was written off directly 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.
23

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)




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.
Maturities of the Company’s financial liabilities are as follows:

    
Contractual
Cash Flows
2026
2026
2027-2028
2029-2030
2031 and beyond
$
$
$
$
$
$
Accounts payable and accrued liabilities
49,25449,254
Income tax payable7,1887,188
Undiscounted lease obligations
68,93010,20324,43716,13118,159
Notes payable
21,1081,5223,55815,772256
Interest bearing loans and borrowings
15,99210,8445,148
Secured debentures
21,4501,3463,60516,499
Convertible debt
35,4488982,40132,149
Total
219,37081,25539,14980,55118,415

(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 primarily related to the Company’s current credit facility with a variable interest rate.
As at January 31, 2026, approximately 74% of the Company’s borrowings are at a fixed rate of interest (77% - October 31, 2025) Assuming all other variables remain constant, a fluctuation of +/- 1.0 percent in the interest rate would impact the annual interest payment by approximately +/- $153 ($139 - October 31, 2025).

(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 January 31, 2026 were as follows:
As atJanuary 31, 2026October 31, 2025
(Canadian dollar equivalent amounts of GBP, EUR, USD)    GBPEURUSDTotalTotal
$$$$$
Cash186 87 1,865 2,138 2,899 
Trade and other receivables119 4,034 365 4,518 2,533 
Accounts payable and accrued liabilities(133)(27,733)(1,981)(29,847)(26,025)
Net monetary assets172 (23,612)249 (23,191)(20,593)
24

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)




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 +/- $12 ($9 - October 31, 2025). 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 +/- $1,181 ($1,049 - October 31, 2025), 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 +/- $9 ($10 - October 31, 2025). To date, the Company has not entered into financial derivative contracts to manage exposure to fluctuations in foreign exchange rates.
25. Segmented information

(a) Operating segment
Bricks-and-mortarBricks-and-mortarE-commerceE-commerceMedical cannabis distributionMedical cannabis distributionTotalTotal
For the three months ended January 31,20262025202620252026202520262025
$$$$$$$$
Total Revenue149,690 135,714 3,660 6,747 24,979 — 178,329 142,461 
Gross profit41,191 33,273 909 2,167 2,309 — 44,409 35,440 
Income (loss) from operations7,095 2,290 (1,850)(2,223)(2,874)— 2,371 67 
Bricks-and-mortarBricks-and-mortarE-commerceE-commerceMedical cannabis distributionMedical cannabis distributionTotalTotal
As at January 31, 2026 and October 31, 202520262025202620252026202520262025
$$$$$$$$
Current assets80,315 84,396 7,183 7,632 47,068 44,857 134,566 136,885 
Non-current assets145,581 143,861 2,294 2,765 63,981 65,551 211,856 212,177 
Current liabilities45,028 54,458 4,167 4,532 44,634 40,929 93,829 99,919 
Non-current liabilities123,372 131,594 3,198 4,504 24,034 10,258 150,604 146,356 
Corporate overhead is allocated to the bricks-and-mortar, medical cannabis distribution and e-commerce segments based on each segment’s percentage of revenue for the three months ended January 31, 2026. For the three months ended January 31, 2026 allocations were 84% to bricks-and-mortar, 2% to e-commerce and 14% for medical cannabis distribution (January 31, 2025: 95% bricks-and-mortar, 5% e-commerce, nil medical cannabis distribution).


25

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)




(b) Geographical markets

CanadaCanadaUSAUSAInternationalInternationalTotalTotal
For the three months ended January 31,20262025202620252026202520262025
$$$$$$$$
Total revenue149,690 135,714 3,525 6,458 25,114 289 178,329 142,461 
Gross profit (loss)41,190 33,272 866 2,028 2,353 140 44,409 35,440 
Income (loss) from operations6,055 1,956 (1,616)(1,606)(2,068)(284)2,371 66 
CanadaCanadaUSAUSAInternationalInternationalTotalTotal
As at January 31, 2026 and October 31, 202520262025202620252026202520262025
$$$$$$$$
Current assets82,510 84,442 6,541 6,824 45,515 45,619 134,566 136,885 
Non-current assets145,701 143,604 2,187 2,587 63,968 65,986 211,856 212,177 
Current liabilities47,981 55,763 2,814 2,832 43,034 41,324 93,829 99,919 
Non-current liabilities139,564 134,918 1,323 1,509 9,717 9,929 150,604 146,356 
Corporate overhead is included in the geographical market in which it was incurred.
26. Related party transactions
As at January 31, 2026, 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
The Company leases an office and warehouse rental unit (27,000 sq ft) from Grover Properties Inc., a company that is related through a common controlling shareholder and the President & CEO of the Company. 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.
Following the acquisition of a controlling interest in Remexian on September 2, 2025, Remexian continued to receive facilities and operational support services from INOPHA under an existing service agreement, including seconded personnel support and the provision of Remexian managing director's time through INOPHA. For the three months ended January 31, 2026, the Company recognized $420 of expense in respect of these services (2025: $nil).
(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.



26

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)






27. 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 assetsJanuary 31, 2026October 31, 2025
$$
Opening balance47,79336,525
Net additions6,25612,779
Reassessment of lease terms10,711
Terminations(2,146)
Depreciation expense (3,198)(10,076)
Total50,85147,793
Lease LiabilitiesJanuary 31, 2026October 31, 2025
    $$
Opening balance 49,80040,207
Additions5,77412,539
Reassessment of lease terms, net of interest9,086
Terminations(2,054)
Foreign currency (37)29
Repayments (2,635)(10,007)
Total52,90249,800
Less: current (9,910)(9,814)
Non-current42,99239,986
During the three months ended January 31, 2026, the Company also paid $1,597 ( $1,439 - January 31, 2025) in variable operating costs associated to the leases which are expensed under general and administrative expenses.
During the year ended October 31, 2025, management reassessed the lease terms of certain building leases in accordance with the Company’s accounting policy for leases described in Note 3. As a result, renewal periods assessed as reasonably certain were included in the lease terms and the related lease liabilities and right-of-use assets were remeasured. The cumulative impact was recognized prospectively during the year and included within additions to right-of-use assets and lease liabilities.

28. 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 debt, 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 financing, as required.
27

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High Tide Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2026 and 2025
(Stated — In thousands of Canadian dollars, except share and per share amounts)




29. 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.There have been no material changes in contingent liabilities or contingent assets since those disclosed in the Company’s annual consolidated financial statements for the year ended October 31, 2025.
30. 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.
As at January 31, 2026 and October 31, 20252026 2025 
$$
Total current assets49,790 49,014 
Total non-current assets65,370 67,785 
Total current liabilities(44,781)(42,770)
Total non-current liabilities(9,733)(9,976)
For the three months ended January 31,(i)
2026
2025
$
$
Revenues for the period
29,205
4,457
Net (loss) income for the year
(1,557)
85
Total comprehensive (loss) income
(1,302)
60

(i)The increase in Revenue, net (loss) income and total comprehensive (loss) income for three months ended January 31, 2026 is primarily related to the acquisition of Remexian (refer to note 5).
The net change in non-controlling interests is as follows:
As at January 31, 2026January 31, 2025
RemexianOther subsidiariesTotalRemexianOther subsidiariesTotal
$$$$$
Opening balance, beginning of the year13,708 1,470 15,178 — 2,240 2,240 
Share of income (Loss) for the year(1,743)186 (1,557)— 119 119 
Balance, end of the period11,965 1,656 13,621 — 2,359 2,359 
31. Subsequent events
Management has evaluated events occurring after the reporting period through March 17, 2026 and has determined that there were no material subsequent events requiring disclosure in these financial statements.

28