AI assistant
High Tide Inc. — M&A Activity 2025
Aug 28, 2025
47596_rns_2025-08-27_03467f73-c565-42f9-8e4c-55d6308d5f67.pdf
M&A Activity
Open in viewerOpens in your device viewer
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1: Name and Address of Company
High Tide Inc. (the "Company" or "High Tide")
Unit 112, 11127 – 15 Street N.E.
Calgary, Alberta T3K 2M4
Item 2: Date of Material Change
August 14, 2025
Item 3: News Release
A news release was issued and disseminated via CNW Group Ltd. d/b/a Canada Newswire on August 14, 2025, a copy of which was filed under the Company's profile on SEDAR+ at www.sedarplus.ca.
Item 4: Summary of Material Change
On August 14, 2025, the Company signed a definitive agreement (the "Acquisition Agreement") pursuant to which the Company will acquire 51% of Remexian Pharma GmbH ("Remexian") for a preliminary estimated purchase price of €27.2 million, subject to certain adjustments on closing (the "Transaction"), and will have an option to acquire the remaining interest in Remexian.
Item 5.1: Full Description of Material Change
The Transaction, which is an arm's length transaction, is subject to closing conditions, and 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 ("High Tide Shares") priced at US$2.1912;
- 29% in cash; and
- 29% via loans from the sellers (the "Loan"). The Loan will mature on December 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 (5) years, following the twenty-four (24) month anniversary of the Closing (the "Call Option Term"). The Call Option is exercisable at an enterprise value equal to the trailing twelve months of Adjusted EBITDA multiplied by (i) 4 if the Call Option is exercised in the first twelve (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.
Item 5.2: Disclosure for Restructuring Transactions
Not applicable.
Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102 (Confidentiality)
Not applicable.
Item 7: Omitted Information
No information has been omitted on the basis that it is confidential information.
Item 8: Executive Officer
For additional information with respect to this material change, the following person may be contacted:
Raj Grover
President, Chief Executive Officer, and Director
T: 403-770-9435
Email: [email protected]
Item 9: Date of Report
August 27, 2025