Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2025

Commission File Number: 001-40258

HIGH TIDE, INC.

(Registrant)

11127 - 14 Street N.E., Unit 112

Calgary, Alberta

Canada T3K 2M4

(Address of Principal Executive Offices)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

EXHIBIT INDEX


Exhibit						Description of Exhibit

99.1						Condensed Interim Consolidated Financial Statements for the three ended January 31, 202 5 and 2024
99.2						Management’s Discussion & Analysis for the three months ended, January 3 1 , 202 5 and 2024
99.3						CEO Certification
99.4						CFO Certification

DOCUMENTS INCORPORATED BY REFERENCE

Exhibits 99.1, 99.2, 99.3, and 99.4 are hereby incorporated by reference into the Registrant’s Registration Statement on Form F-10 (File No. 333-273356) and shall be deemed to be a part thereof from the date hereof, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	HIGH TIDE INC.
	(Registrant)

Date: March 17, 2025	By:	/s/ Raj Grover
		Raj Grover

		President and Chief Executive Officer

Exhibit 99.1

Condensed Interim Consolidated

Financial Statements

For the three months ended January 31, 2025 and 2024

(Stated in thousands of Canadian dollars, except share and per share amounts)

(Unaudited)


			High Tide Inc.
			Condensed Interim Consolidated Financial Statements
			For the three months ended January 31, 2025 and 2024

Condensed Interim Consolidated Financial Statements for the three months ended January 31, 2025 and 2024.

The accompanying unaudited condensed interim consolidated 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) "Nitin Kaushal"

President and Chair of the Board Director and Chair of the Audit Committee


			High Tide Inc.
			Condensed Interim Consolidated Statements of Financial Position
			As at January 31, 2025 and October 31, 2024
			(Unaudited — In thousands of Canadian dollars)


	Notes	2025	2024
		$	$

Assets
Current assets
Cash and cash equivalents		33,341	47,267
Marketable securities		712	712
Trade and other receivables	11	3,463	3,308
Inventory	10	30,397	29,338
Prepaid expenses and deposits	9	5,819	5,164







Total current assets		73,732	85,789
Non-current assets
Property and equipment	7	28,173	27,471

Right‐of‐use assets	24	37,661	36,525
Long term prepaid expenses and deposits	9	3,630	3,607
Intangible assets and goodwill	8	92,467	92,816











Total non-current assets		161,931	160,419
Total assets		235,663	246,208
Liabilities
Current liabilities
Accounts payables and accrued liabilities	12	21,893	23,809
Deferred revenue		1,838	1,990
Interest bearing loans and borrowings	14	11,997	12,891
Current portion of notes payable	13	724	13,974

Current portion of lease liabilities	24	9,376	8,816










Total current liabilities		45,828	61,480
Non-current liabilities
Notes payable	13	68	65

Lease liabilities	24	32,328	31,391

Deferred tax liability		285	284
Secured Debentures	15	12,054	7,476




Total non-current liabilities		44,735	39,216
Total liabilities		90,563	100,696
Shareholders' equity
Share capital	17	301,050	300,643
Warrants	19	4,629	4,632
Contributed surplus		41,499	40,507







Accumulated other comprehensive income		7,729	6,848
Accumulated deficit		(212,166)	(209,358)



Equity attributable to owners of the Company		142,741	143,272
Non-controlling interest	27	2,359	2,240
Total shareholders' equity		145,100	145,512
Total liabilities and shareholders' equity		235,663	246,208

Contingent liability (Note 26)

Subsequent events (Note 28)



3


			High Tide Inc.
			Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
			For the three months ended January 31, 2025 and 2024
			(Unaudited — In thousands of Canadian dollars, except share and per share amounts)


		Three months ended

	Notes	2025	2024









Revenue	6, 22	142,461	128,068

Cost of sales		(107,021)	(92,074)
Gross profit		35,440	35,994
Expenses
Salaries, wages and benefits		(17,581)	(15,903)
Share-based compensation	18	(1,175)	(795)
General and administration		(6,563)	(5,606)
Professional fees		(1,809)	(2,071)
Advertising and promotion		(912)	(822)
Depreciation and amortization	7, 8, 24	(5,847)	(6,848)

Interest and bank charges		(1,486)	(1,157)




Total expenses		(35,373)	(33,202)
Income from operations		67	2,792
Other income (expenses)
Loss on extinguishment of financial liability		-	(235)


Loss on revaluation of convertible debentures		-	(755)
Loss on revaluation of marketable securities		-	(77)
Finance and other costs	16	(2,731)	(2,258)
Gain on revaluation of put option liability		-	300

Gain (loss) on foreign exchange		13	(5)




















Total other expenses		(2,718)	(3,030)
Loss before taxes		(2,651)	(238)
Income tax expense		(38)	(241)
Deferred income tax recovery		-	474



Net loss		(2,689)	(5)
Other comprehensive income (loss)
Translation difference on foreign subsidiary		881	(737)



Total comprehensive loss		(1,808)	(742)

Net income (loss) attributed to:
Owners of the company		(2,808)	(340)
Non-controlling interest	27	119	335
		(2,689)	(5)

Comprehensive (loss) income attributed to:
Owners of the company		(1,922)	(797)
Non-controlling interest		114	55
		(1,808)	(742)

Loss per share
Basic and diluted	20	(0.03)	—



4


			High Tide Inc.
			Condensed Interim Consolidated Statements of Changes in Equity
			For the three months ended January 31, 2025 and 2024
			(Unaudited — In thousands of Canadian dollars)


					Equity	Accumulated
					portion of	other		Attributable
				Contributed	convertible	comprehensive	Accumulated	to owners of
	Note	Share capital	Warrants	surplus	debt	income (loss)	deficit	the Company	NCI	Total
		$	$	$	$	$	$	$	$	$
Opening balance, November 1, 2023		288,027	12,740	30,749	717	5,257	(205,934)	131,556	2,110	133,666

Issued to pay fees in shares		1,331	-	-	-	-	-	1,331	-	1,331
Purchase of Queen of bud - paid in shares		900	-	-	-	-	-	900	-	900
Acquisition of non-controlling interest - NuLeaf		-	-	-	-	-	196	196	(196)	-
Issuance of share for settlement of convertible debentures		5,025	-	-	-	-	-	5,025	-	5,025
Issuance of shares through ATM		3,154	-	-	-	-	-	3,154	-	3,154
Revaluation of Convertible Debt		-	-	-	(525)	-	525	-	-	-

Share-based compensation		-	-	2,975	-	-	-	2,975	-	2,975
Share issuance costs		(97)	-	-	-	-	-	(97)	-	(97)
RSUs vested		929	-	(929)	-	-	-	-	-	-
Warrants exercised		358	(100)	27	-	-	-	285	-	285
Warrants expired		-	(8,008)	8,008	-	-	-	-	-	-
Options exercised		216	-	(105)	-	-	-	111	-	111
Settlement of escrow shares		-	-	(218)	-	-	-	(218)	-	(218)
Cumulative translation adjustment		-	-	-	-	1,591	-	1,591	-	1,591

Settlement of Convertible Debenture		-	-	-	(192)	-	192	-	-	-
TSX Bond Issuance		800	-	-	-	-	-	800	-	800
Partner distributions		-	-	-	-	-	-	-	(200)	(200)


Net loss for the period		-	-	-	-	-	(4,337)	(4,337)	526	(3,811)
Balance, October 31, 2024		300,643	4,632	40,507	-	6,848	(209,358)	143,272	2,240	145,512







Issuance of shares through ATM	17	52	-	-	-	-	-	52	-	52


Share-based compensation	18	-	-	1,175	-	-	-	1,175	-	1,175
Share issuance costs	17	(47)	-	-	-	-	-	(47)	-	(47)

Warrants exercised	19	10	(3)	-	-	-	-	7	-	7

Options exercised		392	-	(183)	-	-	-	209	-	209

Cumulative translation adjustment		-	-	-	-	881	-	881	-	881




Net loss for the period		-	-	-	-	-	(2,808)	(2,808)	119	(2,689)
Balance, January 31, 2025		301,050	4,629	41,499	-	7,729	(212,166)	142,741	2,359	145,100



5


			High Tide Inc.
			Condensed Interim Consolidated Statements of Cash Flows
			For the three months ended January 31, 2025 and 2024
			(Unaudited — In thousands of Canadian dollars, except share and per share amounts)


	Notes	2025	2024

Operating activities
Net loss		(2,689)	(5)
Adjustments for items not effecting cash and cash equivalents
Income tax expense		38	241
Deferred income tax recovery		-	(474)
Accretion expense	16	200	1,007
Amortization of issuance fees on Secured debentures	16	86	-
Lease investment write-off		-	179

Depreciation and amortization	7, 8, 24	5,847	6,848
Share-based compensation	18	1,175	795

Loss on extinguishment of financial liability	12	-	235
Loss on revaluation of marketable securities		-	77
Gain on revaluation of put option liability		-	(300)

Gain on foreign exchange		(13)	5
Loss on revaluation of convertible debentures		-	755












		4,644	9,363
Changes in non-cash working capital
Trade and other receivables		(155)	3,097
Inventory		(1,059)	530

Prepaid expenses and deposits		(678)	(573)
Accounts payables and accrued liabilities		(1,918)	(5,381)
Deferred revenue		(152)	(163)










Net cash provided by operating activities		682	6,873

Investing activities
Purchase of property and equipment	7	(2,568)	(1,898)
Purchase of intangible assets	8	(47)	(179)

Business combinations, net of cash acquired		-	1
Purchase to obtain right-of-use assets		(126)	-









Net cash used in investing activities		(2,741)	(2,076)

Financing activities
Repayment of interest bearing loans and borrowings	14	(894)	(777)

Repayment of notes payable	13	(13,385)	(72)

Repayment of convertible debentures		-	(2,792)


Lease liability payments	24	(2,222)	(2,754)
Share issuance costs	17	(47)	(27)


Proceeds from equity financing through ATM	17	52	3
Warrants exercised	20	7	-
RSU vested	18	-	223
Options exercised		70	-

Proceeds from secured debentures		4,427	-





Net cash used in financing activities		(11,992)	(6,196)

Effect of foreign exchange on cash		125	(37)

Net (decrease) increase in cash		(13,926)	(1,436)
Cash and cash equivalents, beginning of period		47,267	30,121
Cash and cash equivalents, end of period		33,341	28,685



Supplemental cash flow information		2025	2024
Cash Interest Received		158	58
Cash Interest Paid		1,814	1,487
Cash Taxes Paid		42	-


			High Tide Inc.
			Notes to the Condensed Interim Consolidated Financial Statements
			For the three months ended January 31, 2025 and 2024
			(Unaudited — In thousands of Canadian dollars, except share and per share amounts)

1. Nature of operations

High Tide Inc. (the “Company” or “High Tide”) is a retail-focused cannabis company with brick and mortar stores and global e-commerce assets. The Company’s shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “HITI” (listed as of June 2, 2021), 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 International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). 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, 2024 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, 2025.

B. Basis of measurement

These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value. The accounting policies set out below have been applied consistently by the Company and its wholly owned subsidiaries for the periods presented.

C. 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 consolidated statements of loss and other comprehensive loss and as a separate component of shareholders’ equity on the consolidated statements of changes in equity.



7


			High Tide Inc.
			Notes to the Condensed Interim Consolidated Financial Statements
			For the three months ended January 31, 2025 and 2024
			(Unaudited — In thousands of Canadian dollars, except share and per share amounts)

D. Basis of consolidation

Subsidiaries are entities controlled by High Tide Inc. 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 year are included in the consolidated statements of loss and other comprehensive income (loss) from the effective date of acquisition and up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the annual consolidated financial statements of subsidiaries to bring their accounting policies into line with those used by the Company. Intra‐group balances and transactions, and any unrealized gains or losses or income and expenses arising from intra‐group transactions are eliminated in preparing the condensed interim consolidated financial statements.


Subsidiaries	Percentage Ownership		Functional Currency
Canna Cabana Inc.	100	%	Canadian Dollar
2680495 Ontario Inc.	100	%	Canadian Dollar
Saturninus Partners GP	50	%	Canadian Dollar
Valiant Distribution Canada Inc.	100	%	Canadian Dollar
META Growth Corp.	100	%	Canadian Dollar
NAC Thompson North Ltd. Partnership	49	%	Canadian Dollar
NAC OCN Ltd. Partnership	49	%	Canadian Dollar
HT Global Imports Inc.	100	%	Canadian Dollar
2049213 Ontario Inc.	100	%	Canadian Dollar
1171882 B.C. Ltd.	100	%	Canadian Dollar
High Tide BV (Grasscity)	100	%	European Euro
Valiant Distribution Inc.	100	%	U.S. Dollar
Smoke Cartel USA, Inc.	100	%	U.S. Dollar
Fab Nutrition, LLC	100	%	U.S. Dollar
Halo Kushbar Retail Inc.	100	%	Canadian Dollar
Nuleaf Naturals LLC	100	%	U.S. Dollar
DHC Supply, LLC	100	%	U.S. Dollar
2629268 Alberta ltd.	87.5	%	Canadian Dollar
DS Distribution Inc.	100	%	U.S. Dollar
Enigmaa Ltd. (Blessed CBD)	80	%	British Pound Sterling

3. Accounting policies

The material accounting policies applied in the preparation of the condensed interim consolidated financial statements for the three months ended January 31, 2025, and 2024 are consistent with those applied and disclosed in Note 3 of the Company’s annual consolidated financial statements for the year ended October 31, 2024.

Effective November 1, 2024, the Company adopted amendments to IFRS 16, Leases which clarifies the subsequent measurement requirements for sale and leaseback transactions for sellers-lessees. The adoption of the amendments did not have a material impact on the Company’s condensed interim consolidated financial statements.

Effective November 1, 2024, the Company adopted amendments to IAS 1, which clarifies the criteria for classifying liabilities with covenants as current or non-current. The adoption of the amendments did not have a material impact on the Company’s condensed interim consolidated financial statements.

For comparative purposes, the Company has reclassified certain items on the comparative condensed interim consolidated statements of loss and comprehensive loss to conform with current period’s presentation.



8


			High Tide Inc.
			Notes to the Condensed Interim Consolidated Financial Statements
			For the three months ended January 31, 2025 and 2024
			(Unaudited — In thousands of Canadian dollars, except share and per share amounts)

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. Significant judgements, estimates, and assumptions within these condensed interim consolidated financial statements are consistent as those applied to and presented in note 4 of the annual consolidated financial statements for the period ended October 31, 2024.

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.

A. Cantopia (Millcreek) acquisition (Prior year)

On June 25, 2024, the Company closed the acquisition of 100% of one retail cannabis store previously operated by Cantopia at 6400 Millcreek Drive, Mississauga, Ontario. Pursuant to the terms of the Arrangement, the consideration was comprised of $600 in cash with 25% of the purchase price withheld in escrow for one year after the date of the agreement to cover potential post-closing adjustments.

In accordance with IFRS 3, Business Combinations (“IFRS 3”), the substance of this transaction constituted a business combination. The purchase price was allocated based on the Company’s estimated fair value of the identifiable net assets acquired on the acquisition date. Management finalized its purchase price allocation for the fair value of identifiable intangible assets, income taxes and the allocation of goodwill. The goodwill is primarily related to the opportunities to grow the business, expanded access to capital and greater financial flexibility. Goodwill is not deductible for tax purposes. For the year ended October 31, 2024, Cantopia accounted for $450 in revenues and $70 in net loss. If the acquisition had been had been completed on November 1, 2023, the Company estimates it would have been recorded an increase of $158 in revenue and increase of $25 in net loss for the year ended October 31, 2024.


Total consideration						$

Cash						600











						600

Purchase price allocation
Leasehold improvements						50

Office equipment and computers						6
Right of use asset						292
Inventory						41
License						4
Goodwill						499
Lease liability						(292)





						600



9


			High Tide Inc.
			Notes to the Condensed Interim Consolidated Financial Statements
			For the three months ended January 31, 2025 and 2024
			(Unaudited — In thousands of Canadian dollars, except share and per share amounts)

6. Revenue from contracts with customers


For the three months ended January 31	2025	2024	2025	2024	2025	2024
	Bricks and Mortar	Bricks and Mortar	E-commerce	E-commerce	Total	Total
	$	$	$	$	$	$
Primary geographical markets (i)
Canada	135,714	115,701	-	-	135,714	115,701
USA	-	-	6,458	11,815	6,458	11,815
International	-	-	289	552	289	552
Total revenue	135,714	115,701	6,747	12,367	142,461	128,068

Major products and services
Cannabis and CBD products	120,810	103,705	2,809	5,203	123,619	108,908
Consumption accessories	3,665	4,398	3,879	7,164	7,544	11,562
Data analytics, advertising and other revenue	11,239	7,598	59	-	11,298	7,598





Total revenue	135,714	115,701	6,747	12,367	142,461	128,068

Timing of revenue recognition
Transferred at a point in time	135,714	115,701	6,747	12,367	142,461	128,068
Total revenue	135,714	115,701	6,747	12,367	142,461	128,068

(i)Represents revenue based on geographical locations of the customers who have contributed to the revenue generated in the applicable segment.



10


			High Tide Inc.
			Notes to the Condensed Interim Consolidated Financial Statements
			For the three months ended January 31, 2025 and 2024
			(Unaudited — In thousands of Canadian dollars, except share and per share amounts)

7. Property and equipment


	Office equipment	Production	Leasehold
	and computers	equipment	improvements	Vehicles	Buildings	Total
Cost	$	$	$	$	$	$
Opening balance, November 1, 2023	5,739	3,859	42,333	38	3,575	55,544
Additions	970	-	7,110	2	135	8,217
Additions from business combinations	6	-	50	-	-	56

Foreign currency translation	(38)	-	(17)	-	-	(55)





Balance, October 31, 2024	6,677	3,859	49,476	40	3,710	63,762

Additions	233	-	2,314	-	21	2,568


Foreign currency translation	72	-	70	-	-	142





Balance, January 31, 2025	6,982	3,859	51,860	40	3,731	66,472

Accumulated depreciation
Opening balance, November 1, 2023	3,167	1,629	23,101	15	490	28,402
Depreciation	844	584	6,175	-	222	7,825
Foreign currency translation	7	-	57	-	-	64





Balance, October 31, 2024	4,018	2,213	29,333	15	712	36,291

Depreciation	206	96	1,633	-	59	1,994
Foreign currency translation	4	3	7	-	-	14





Balance, January 31, 2025	4,228	2,312	30,973	15	771	38,299

Balance, October 31, 2024	2,659	1,646	20,143	25	2,998	27,471
Balance, January 31, 2025	2,754	1,547	20,887	25	2,960	28,173

(i)As at January 31, 2025, the Company had a balance of $1,172 (October 31, 2024 - $1,199) in assets under construction in Leasehold Improvements. These amounts related to Canadian retail locations not yet in operation.



11


			High Tide Inc.
			Notes to the Condensed Interim Consolidated Financial Statements
			For the three months ended January 31, 2025 and 2024
			(Unaudited — In thousands of Canadian dollars, except share and per share amounts)

8. Intangible assets and goodwill


	Software	Licenses	Brand name	Goodwill	Total
Cost	$	$	$	$	$
Opening balance, November 1, 2023	11,310	46,269	8,948	76,203	142,730
Additions	603	(125)	1,000	(96)	1,382
Additions from business combinations	-	4	-	499	503
Impairment loss	-	-	(1,497)	(3,467)	(4,964)
Foreign currency translation	73	-	134	234	441




Balance, October 31, 2024	11,986	46,148	8,585	73,373	140,092
Additions	47	-	-	-	47


Foreign currency translation	158	-	250	420	828




Balance, January 31, 2025	12,191	46,148	8,835	73,793	140,967

Accumulated depreciation
Opening balance, November 1, 2023	6,291	32,954	-	-	39,245
Amortization	2,168	5,705	142	-	8,015
Foreign currency translation	16	-	-	-	16





Balance, October 31, 2024	8,475	38,659	142	-	47,276
Amortization	591	573	50	-	1,214

Foreign currency translation	10	-	-	-	10




Balance, January 31, 2025	9,076	39,232	192	-	48,500

Balance, October 31, 2024	3,511	7,489	8,443	73,373	92,816
Balance, January 31, 2025	3,115	6,916	8,643	73,793	92,467

During the three months ended January 31, 2025, the Company evaluated for indicators of impairment and determined that no indicators were present.

9. Prepaid expenses and deposits


As at	January 31, 2025	October 31, 2024
	$	$
Deposits on cannabis retail outlets	2,992	3,026
Prepaid insurance and other	2,424	2,384
Prepayment on inventory	4,033	3,361





Total	9,449	8,771
Less current portion	(5,819)	(5,164)
Long-term	3,630	3,607



12


			High Tide Inc.
			Notes to the Condensed Interim Consolidated Financial Statements
			For the three months ended January 31, 2025 and 2024
			(Unaudited — In thousands of Canadian dollars, except share and per share amounts)

10. Inventory


As at	January 31, 2025	October 31, 2024
	$	$
Finished goods	29,753	28,871
Work in process	211	25
Raw material	792	775
Provision for obsolescence	(359)	(333)





Total	30,397	29,338

11. Trade and other receivables


As at	January 31, 2025	October 31, 2024
	$	$
Trade account receivable	3,999	3,833

Allowance for doubtful accounts	(536)	(525)




Total	3,463	3,308

12. Accounts payables and accrued liabilities


As at	January 31, 2025	October 31, 2024
	$	$
Accounts payable	6,538	8,055
Accrued liabilities	10,047	9,752
Income tax payable	1,661	1,659
Sales tax payable	3,647	4,343



Total	21,893	23,809

13. Notes payable


As at	January 31, 2025	October 31, 2024
	$	$
Notes payable (ii) (iii)	724	13,974
Other (i)	68	65





Total	792	14,039
Less current portion	(724)	(13,974)
Long-term obligation	68	65

(i)For the three months ended January 31, 2025, the Company incurred interest on other notes payable in the amount of $2 (January 31, 2024: $nil). The Company made total payment on other notes payables for $3 (January 31, 2024: $70)

(ii)On April 2, 2024 , the Company entered into a non-interest bearing note payable with former minority owners of Nuleaf to settle the exercise of the put option. The note payable was entered into on April 2, 2024, in the amount of $1,878 for a period of 15 months. For the three months ended January 31, 2025, the Company made payments of $448 (January 31, 2024: $nil) and incurred accretion expense in the amount of $49 (January 31, 2024: $nil).

(iii)On November 18, 2020, the Company acquired all of the issued and outstanding shares of Meta which included a note payable to Opaskwayak Cree Nation (“OCN”). The note payable was valued at $12,783 at the date of acquisition by discounting it over two years at market interest rate of 15%. On January 6, 2021, the Company entered into another amended loan agreement with OCN to remove the annual administration fee and extend the maturity date of the loan until December 31, 2024. The Company paid the $13,000 loan in full on December 31, 2024. For the three months ended January 31, 2025, the Company



13


			High Tide Inc.
			Notes to the Condensed Interim Consolidated Financial Statements
			For the three months ended January 31, 2025 and 2024
			(Unaudited — In thousands of Canadian dollars, except share and per share amounts)

incurred interest in the amount of $216 (January 31, 2024: $329) and accretion of $62 (January 31, 2024: $127) in relation to the loan.

14. Interest bearing loans and borrowings


As at	January 31, 2025	October 31, 2024
	$	$
Connect First loan	11,997	12,891






Total	11,997	12,891

During the three months ended, January 31, 2025, the Company incurred interest of $271 (January 31, 2024: $389) and paid $894 (January 31, 2024: $777) as principal in relation to the outstanding interest bearing loans and borrowings.

As at January 31, 2025, the Company has met all the covenants attached to the loan.

15. Secured Debentures


As at	January 31, 2025	October 31, 2024
	$	$
Face value of secured debentures	15,000	10,000
Unamortized discount	(1,386)	(951)
Unamortized issuance fees	(1,560)	(1,573)


Total	12,054	7,476

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 a 10% discount and received net cash proceeds of $4,449.

In connection with the bond issuance, the Company issued 230,760 shares for consideration of $800 for issuance cost.

For the three months ended January 31, 2025, the Company incurred interest in the amount of $390 (January 31, 2024: $nil) and accretion expense of $64 (January 31, 2024: $nil) In addition, the Company recorded amortization expense of issuance fees of $86 (January 31, 2024 - $nil).

This secured debenture is subject to the same covenants as the Connect First loan, with which the Company remains in full compliance.



14


			High Tide Inc.
			Notes to the Condensed Interim Consolidated Financial Statements
			For the three months ended January 31, 2025 and 2024
			(Unaudited — In thousands of Canadian dollars, except share and per share amounts)

16. Finance and other costs


	Three Months Ended January 31,
		2025	2024
		$	$
Accretion on Convertible Debt		-	129
Accretion on Notes payable		136	127
Accretion on Secured Debentures		64	-
Accretion on lease liability		936	751
Amortization of issuance fees on Secured debentures		86	-
Interest on Notes payable		218	348
Interest on Secured Debentures		390	-
Interest on interest bearing borrowings		271	388
Transaction and other costs for the period		630	515

Total		2,731	2,258

17. Share capital


Common shares:
	Number of shares	Amount
	#	$
Opening balance, November 1, 2023	75,299,147	288,027
Issued to pay fees in shares	658,754	1,331
Purchase of Queen of Bud - paid in shares	378,486	900
Issuance of shares through ATM(i)	1,057,300	3,154
Vested restricted share units (RSU) (note 21)	2,491,345	5,025
Vested restricted share units (RSU)	486,335	929
Share issuance cost	—	(97)
Options exercised	80,290	216
Warrants exercised	104,600	358
Issuance of debenture shares	230,760	800



















Balance, October 31, 2024	80,787,017	300,643


Issuance of shares through ATM(i)	11,600	52



Share issuance cost	—	(47)
Options exercised	106,988	392
Warrants exercised	2,800	10




















Balance, January 31, 2025	80,908,405	301,050

(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, 2025, a total of $52 (January 31, 2024: $3) has been raised through the program. The ATM program expires in September 2025.



15


			High Tide Inc.
			Notes to the Condensed Interim Consolidated Financial Statements
			For the three months ended January 31, 2025 and 2024
			(Unaudited — In thousands of Canadian dollars, except share and per share amounts)

18. Share-based compensation

(a) Stock option plan

On April 19, 2022, the directors of the Company approved the 2022 equity incentive plan of the Company (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, six-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.

Changes in the number of stock options, with their weighted average exercise prices, are summarized below:


	For the three months ended January 31, 2025		For the year ended October 31, 2024
	Number of options	Weighted average exercise price ($)	Number of options	Weighted average exercise price ($)

Opening balance, beginning of the period	3,080,452	2.97	4,590,980	3.94
Granted	-	-	234,000	2.67
Forfeited or expired	(249,500)	5.82	(1,629,778)	5.74
Exercised	(178,000)	2.71	(114,750)	1.86






Balance, end of the period	2,652,952	2.72	3,080,452	2.97
Exercisable, end of the period	1,322,971	2.73	1,693,346	3.19

For the three months ended January 31, 2025, the Company recorded share-based compensation related to options of $218 (three months ended January 31, 2024: $618).


	Outstanding options			Exercisable options
	Number of options outstanding	Weighted average remaining life (years)	Weighted average exercise price	Number of options exercisable	Weighted average exercise price
Range of exercise price
$1.53 - $2.52	407,375	1.51	2.09	244,375	1.98
$2.53 - $2.89	2,012,957	1.66	2.75	920,974	2.75
$2.89 - $6.25	232,620	1.06	3.51	157,622	3.77
$1.53 - $6.25	2,652,952	1.72	2.72	1,322,971	2.73

(b) Restricted share units ("RSUs") plan

For the three months ended January 31, 2025, the Company recorded share-based compensation related to RSUs of $957 (three months ended January 31, 2024: $177).



16


			High Tide Inc.
			Notes to the Condensed Interim Consolidated Financial Statements
			For the three months ended January 31, 2025 and 2024
			(Unaudited — In thousands of Canadian dollars, except share and per share amounts)


	Number of shares
As at	For the three months ended January 31, 2025	For the year ended October 31, 2024
	#	#
Opening balance, beginning of the period	687,747	486,335
Granted	918,688	687,747
Forfeited or expired	0	(486,335)
Vested and issued	0	0
Balance, end of the period	1,606,435	687,747


	Number of shares
As at	January 31, 2025	October 31, 2024
	#	#
Opening balance, beginning of the period	-	541,616

Forfeited or expired	-	(90,933)
Released from escrow	-	(450,683)
Balance, end of the period	-	-

19. Warrants


	Number of warrants	Warrants amount	Weighted average exercise price	Weighted average number of years to expiry	Expiry dates
	$	$	$
Opening balance, November 1, 2023	51,266,522	12,740	5.61	0.75
Warrants expired	(46,309,556)	(8,008)	0.58	—	2/22/2024 - 05/26/2024
Warrants exercised	(104,600)	(100)	2.73	2.98	7/22/2027




Balance, October 31, 2024	4,852,366	4,632	2.73	2.98	7/22/2027


Warrants exercised	(2,800)	(3)	2.73	2.47	7/22/2027





Balance, January 31, 2025	4,849,566	4,629	2.73	2.47	7/22/2027

20. Loss per share


	Three months ended January 31,
	2025	2024
	$	$
Net loss for the period	(2,689)	(5)
Non-controlling interest portion of net loss (income)	(119)	(335)
Net loss attributable to the owners of the Company	(2,808)	(340)
	#	#
Weighted average number of common shares - basic	80,874,524	78,149,894
Basic and diluted income (loss) per share	(0.03)	—



17


			High Tide Inc.
			Notes to the Condensed Interim Consolidated Financial Statements
			For the three months ended January 31, 2025 and 2024
			(Unaudited — In thousands of Canadian dollars, except share and per share amounts)

During the three months ended January 31, 2025, 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 year.

21. 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 condensed interim consolidated 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)

The Company assessed that the fair values of cash and cash equivalents, trade and other receivable, accounts payable and accrued liabilities, and current 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 GIC's) 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.

(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:



18


			High Tide Inc.
			Notes to the Condensed Interim Consolidated Financial Statements
			For the three months ended January 31, 2025 and 2024
			(Unaudited — In thousands of Canadian dollars, except share and per share amounts)


As at	January 31, 2025	October 31, 2024
	$	$
Current (for less than 30 days)	1,872	2,619
31 – 60 days	211	79
61 – 90 days	610	19
Greater than 90 days	1,306	1,116
Less allowance	(536)	(525)
	3,463	3,308

Accounts receivable consist 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 ended January 31, 2025 $2 (January 31, 2024 $2) in trade receivables were written off against the loss allowance due 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.

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.

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 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	2025	2026-2027	2028-2029	2030 and beyond












Accounts payable and accrued liabilities	21,893	21,893	–	–	–
Notes payable	1,114	771	28	28	287
Interest bearing loans and borrowings	13,554	3,493	10,061	–	–
Secured Debentures	23,250	1,350	3,600	18,300	–


Undiscounted lease obligations	47,799	9,577	11,097	9,641	17,484
Balance, January 31, 2025	107,610	37,084	24,786	27,969	17,771

(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 related primarily to the Company’s current credit facility with variable interest rates.

At January 31, 2025, approximately 56% of the Company’s borrowings are at a fixed rate of interest (October 31, 2024: 64%).

At January 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 +/- $120 (October 31, 2024 : $129).



19


			High Tide Inc.
			Notes to the Condensed Interim Consolidated Financial Statements
			For the three months ended January 31, 2025 and 2024
			(Unaudited — In thousands of Canadian dollars, except share and per share amounts)

(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, 2025 was as follows:


As at	January 31, 2025				October 31, 2024

(Canadian dollar equivalent amounts of GBP, EUR, USD)	(GBP)	(EUR)	(USD)	Total	Total
	$	$	$	$	$
Cash	571	358	2,513	3,442	3,292
Trade and other receivables	83	6	374	463	442
Accounts payable and accrued liabilities	(54)	(222)	(3,005)	(3,281)	(2,869)






Net monetary assets	600	142	(118)	624	865

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 +/- $6 (October 31, 2024 - $19). 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 +/- $7 (October 31, 2024 - $2), 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 +/- $30 (October 31, 2024 - $28). To date, the Company has not entered into financial derivative contracts to manage exposure to fluctuations in foreign exchange rates.

22. Segmented information

The accounting policies used for segment reporting are consistent with the accounting policies used for the preparation of the Company’s annual audited consolidated financial statements. The comparative information has been prepared in accordance with the current reporting segments noted above. There have been no changes to the underlying data used to prepare the comparative reporting segments for the prior year.



20


			High Tide Inc.
			Notes to the Condensed Interim Consolidated Financial Statements
			For the three months ended January 31, 2025 and 2024
			(Unaudited — In thousands of Canadian dollars, except share and per share amounts)










	Bricks-and-Mortar		Bricks-and-Mortar		E-commerce		E-commerce		Total		Total
For the three months ended January 31,	2025		2024		2025		2024		2025		2024
	$		$		$		$		$		$
Total Revenue	$	135,714	$	115,701	$	6,747	$	12,367	$	142,461	$	128,068
Gross profit	$	33,273	$	30,911	$	2,167	$	5,083	$	35,440	$	35,994
Income (loss) from operations	$	2,290	$	2,955	$	(2,223)	$	(163)	$	67	$	2,792

	Bricks-and-Mortar		Bricks-and-Mortar		E-commerce		E-commerce		Total		Total
As at January 31, 2025 and October 31, 2024	2025		2024		2025		2024		2025		2024
	$		$		$		$		$		$
Current assets	$	63,881	$	75,161	$	9,851	$	10,628	$	73,732	$	85,789
Non-current assets	$	130,166	$	128,719	$	31,765	$	31,700	$	161,931	$	160,419
Current liabilities	$	40,410	$	56,741	$	5,418	$	4,739	$	45,828	$	61,480
Non-current liabilities	$	40,459	$	35,788	$	4,276	$	3,428	$	44,735	$	39,216









	Canada		Canada		USA		USA		International		International		Total		Total
For the three months ended January 31,	2025		2024		2025		2024		2025		2024		2025		2024
	$		$		$		$		$		$		$		$
Total revenue	$	135,714	$	115,701	$	6,458	$	11,815	$	289	$	552	$	142,461	$	128,068
Gross profit (loss)	$	33,272	$	30,916	$	2,028	$	4,751	$	140	$	327	$	35,440	$	35,994
(Loss) income from operations	$	1,956	$	2,485	$	(1,606)	$	146	$	(284)	$	161	$	66	$	2,792

	Canada		Canada		USA		USA		International		International		Total		Total
As at January 31, 2025 and October 31, 2024	2025		2024		2025		2024		2025		2024		2025		2024
	$		$		$		$		$		$		$		$
Current assets	$	64,622	$	77,037	$	8,348	$	7,940	$	762	$	812	$	73,732	$	85,789
Non-current assets	$	130,447	$	129,115	$	27,861	$	27,634	$	3,623	$	3,670	$	161,931	$	160,419
Current liabilities	$	41,719	$	57,692	$	3,932	$	3,580	$	177	$	208	$	45,828	$	61,480
Non-current liabilities	$	40,412	$	36,680	$	4,038	$	2,252	$	285	$	284	$	44,735	$	39,216

Corporate overhead is allocated to bricks-and-mortar and e-commerce based on a percentage of revenue for the three months ended January 31, 2025 as 95% bricks-and-mortar and 5% e-commerce.

23. Related party transactions

As at January 31, 2025, 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

An office and warehouse unit has been developed by Grover Properties Inc., a company that is related through a common controlling shareholder and the President & CEO of the Company. The office and warehouse space were leased to High Tide to accommodate the Company’s operational expansion. 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 end on December 31, 2028 with one additional 5-year term extensions exercisable remaining at the option of the Company.



21


			High Tide Inc.
			Notes to the Condensed Interim Consolidated Financial Statements
			For the three months ended January 31, 2025 and 2024
			(Unaudited — In thousands of Canadian dollars, except share and per share amounts)

(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.

24. 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 assets						Total
						$
Opening balance, November 1, 2024						36,525
Net additions						3,775


Depreciation expense for the period						(2,639)





Balance, January 31, 2025						37,661


Lease Liabilities						Total
						$
Opening balance, November 1, 2024						40,207
Additions						3,649
Terminations						-
Foreign currency translation						70
Lease Liability payments						(2,222)





Balance, January 31, 2025						41,704
Less current portion						(9,376)
Non-current						32,328

During the three months ended January 31, 2025, the Company also paid $1,439 (January 31, 2024: $1,230) in variable operating costs associated to the leases which are expensed under general and administrative expenses.

25. 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 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 equity and working capital. To maintain or alter the capital structure, the Company may adjust capital spending, take on new debt and 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 financings as required.



22


			High Tide Inc.
			Notes to the Condensed Interim Consolidated Financial Statements
			For the three months ended January 31, 2025 and 2024
			(Unaudited — In thousands of Canadian dollars, except share and per share amounts)

26. 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.

27. 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 and with the exclusion of Goodwill.


	Balance as at January 31, 2025	Balance as at October 31, 2024
	$	$
Total current assets	5,212	5,482
Total non-current assets	6,198	6,365
Total current liabilities	(993)	(1,496)
Total non-current liabilities	(414)	(758)


	For the 3 months ended January 31, 2025	For the 3 months ended January 31, 2024
	$	$
Revenues for the period ended	4,457	7,838
Net income for the period ended	85	960
Total income	60	122

The net change in non-controlling interests is as follows:


As at	January 31, 2025	October 31, 2024
	$	$
Opening balance, beginning of the period	2,240	2,110
Share of income for the period - Saturninus Partners	22	116
Share of income for the period - NAC OCN Ltd.Partnership	72	208
Share of income for the period - NAC Thompson North Ltd. Partnership	74	182
Share of income for the period - Enigmaa Ltd.	(49)	(116)
Share of income for the period - NuLeaf	-	136
Purchase of NuLeaf	-	(196)
Distribution - Saturninus Partners	-	(200)













Balance, end of the period	2,359	2,240

28. Subsequent events

Subsequent to January 31, 2025, the following event took place:

•On February 25, 2025, the Company announced that it has paused the acquisition of Purecan GmbH, originally intended to facilitate its entry into the German medical cannabis market. The Company is exploring alternative arrangements with Purecan to pursue its expansion into Germany. Discussions remain ongoing, and there is no assurance that a revised agreement will be reached.



23

Exhibit 99.2

Management’s Discussion & Analysis

For the three months ended January 31, 2025 and 2024


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

Established consumer brands of High Tide Inc.



2


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

About this MD&A:

This management’s discussion and analysis (this “MD&A”) of High Tide Inc. (“High Tide”, “we”, “our” or the “Company”) for the three months ended January 31, 2025 and 2024 is dated March 17, 2025. This MD&A should be read in conjunction with the unaudited condensed interim consolidated financial statements of the Company for the three months ended January 31, 2025 and 2024 together with the notes thereto and the audited consolidated financial statements of the Company for the years ended October 31, 2024 and 2023 (hereafter the “Financial Statements”). The financial information presented in this MD&A has been derived from the Financial Statements which were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Company’s continuous disclosure materials, including interim fillings, audited annual consolidated financial statements, annual information form and annual report on Form 40-F can be found on SEDAR+ at www.sedarplus.ca, with the company’s filings with the SEC at www.sec.gov.

This MD&A refers to the Company’s two reportable operating segments: (i) the “bricks-and-mortar” segment which includes the Company’s Canadian bricks-and-mortar locations, (ii) the “e-commerce” segment which includes the Company’s USA and international subsidiaries which sell CBD and consumption accessories.

High Tide does not engage in any U.S. cannabis-related activities as defined by the Canadian Securities Administrators Staff Notice 51-352.

Corporate overview:

Founded in 2009, High Tide through its subsidiary Canna Cabana is the largest cannabis retail chain in Canada. As of the date of this MD&A, the Company operates 194 branded retail cannabis stores across Canada represented by 84 locations in Alberta, 79 locations in Ontario, 12 locations in Saskatchewan, 8 locations in British Columbia, and 11 locations in Manitoba. Included within the 194 stores are 3 locations, in which the Company has a 50% interest in a partnership that operates a branded retail Canna Cabana location in Sudbury, Ontario and two joint ventures that operate under the Meta Cannabis Supply Co brand with a 49% interest that operate in Manitoba.

Leveraging the brand equity established through its consumer brands, High Tide sells cannabis, CBD products and consumption accessories through both traditional bricks-and-mortar stores as well as e-commerce platforms. Traditional bricks-and-mortar sales are conducted under the Company’s Canna Cabana and Meta Cannabis Supply Co brands. CBD product sales are conducted online under the Company’s NuLeaf Naturals, FAB CBD, and Blessed CBD brands. Consumption accessories sales are conducted online under the Company's Grasscity, Smoke Cartel, Daily High Club and DankStop brands.

In addition to consumer sales, High Tide operates a wholesale division under the Valiant Distribution (“Valiant”) brand. Through Valiant, the Company supplies cannabis to various cannabis shops in the province of Saskatchewan.

Under the these established brands, High Tide has become one of the most recognized cannabis retail groups globally. The Company sells cannabis and consumption accessories in Canada through its Canna Cabana brand. CBD products and consumption accessories are available online in Canada, the United States, the United Kingdom, and Europe.



3


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

Corporate update:

High Tide’s wholly owned subsidiary, Canna Cabana, is the second-largest cannabis retail brand globally with 194 current operating locations. The Company's objective remains to add another 20-30 locations during calendar 2025, while generating positive free cash flow, as was the case in the previous year. The Company reiterates its long-term goal to reach 300 locations across Canada.

The Company’s Cabana Club loyalty program continues to expand at a rapid pace across Canada, currently exceeding 1.76 million members, which is up 33% over the past year. Given this trajectory, the Company is raising its long-term target to exceed 2.5 million members in Canada, up from the Company’s previous target of 2 million. ELITE, the paid membership tier, continues to break quarterly growth records and now exceeds 81,000 members with additional members being onboarded daily. ELITE members tend to shop more frequently and in larger quantities than base tier members.

Following the successful launch of its innovative discount club model in its core business of bricks-and-mortar cannabis stores in Canada, in late 2024, the Company expanded the Cabana Club across all its global e-commerce businesses, offering disruptive three-tier pricing. The Company is encouraged by the initial trajectory of members signing up to its loyalty plan—and maintains its expectation that this initiative will be revenue neutral approximately six months from launch and EBITDA neutral approximately 12 months from launch. The Company is pleased to report that 4,500 members in the U.S. and Europe have signed up to ELITE. With 3.9 million total Cabana Club members in U.S. and Europe, the community has grown to a global base of 5.66 million today.

On January 13, 2025, the Company announced its intention to enter into the German medical cannabis market by acquiring a 51% interest in Purecan GmbH for approximately €4.8 Million. During ongoing due diligence, the Company reassessed the optimal structure for this transaction and is now exploring alternative arrangements to allow High Tide to maintain its planned commercial exposure into the German market. Given that approximately half of all German medical cannabis imports come from Canada, the Company continues to be committed to the German medical cannabis market and is exploring both alternative structures with Purecan GmbH and other opportunities for entry into Germany.

As expressed by the Company previously, the quantum of free cash flow generated can vary significantly in any given quarter. In the first fiscal quarter, changes in non-cash working capital represented a use of cash of $4.0 million, which was the highest level in the past seven quarters and resulted in negative free cash flow in the quarter. The Company notes that over the past four quarters, it has generated $16.5 million in free cash flow, and it expects to remain free cash flow positive for the fiscal year.

The Company’s balance sheet remains healthy with total debt of $26.4 million as of today, representing just 0.8x Adjusted EBITDA generated during the past 12 months, and with no maturities for over two years. As a result, the Company believes it can continue to fund future store growth with cash generated from existing locations.


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

Select financial highlights and operating performance:


	Three months ended January 31
	2025	2024	Change
	$	$	∆
Free cash flow(i)	(1,900)	3,608	(153)%
Net cash provided by operating activities	683	6,873	(90)%
Revenue	142,461	128,068	11%
Gross profit	35,440	35,994	(2)%
Gross profit margin(ii)	25%	28%	(3)%
Total expenses	(35,373)	(33,202)	(7)%
Total expenses as a % of revenue	25%	26%	1%
Income from operations	67	2,792	(98)%
Adjusted EBITDA(iii)	7,089	10,435	(32)%
Adjusted EBITDA as a percentage of revenue(iv)	5%	8%	(3)%
Net loss	(2,689)	(5)

Basic and diluted income (loss) per share	(0.03)	$—

(i)Free cash flow is a non-IFRS financial measure prepared based on the calculation mentioned in “Select financial highlights and operating performance" section on page 8.

(ii)Gross profit margin - a non-IFRS financial measure. Gross profit margin is calculated by dividing gross profit by revenue.

(iii)Adjusted EBITDA - a non-IFRS financial measure. A reconciliation of the Adjusted EBITDA to Net income (loss) is found under “Select financial highlights and operating performance" section on page 8.

(iv)Adjusted EBITDA as a percentage of revenue - a non-IFRS financial measure. This metric is calculated as adjusted EBITDA divided by revenue.

The key factors affecting the results of the three months ended January 31, 2025, were:

•Free cash flow - Free cash flow decreased by $5,508 year-over-year due to a $3,346 reduction in Adjusted EBITDA and $1,471 in working capital investments.

•Revenue – Revenue increased $14,393 year-over-year. Organic growth of same-store sales contributed $7,782 increase in revenue whereas new stores accounted for $8,590 accompanied with an increase to data analytics, advertising and other revenue for $3,700. This has been offset by a $5,679 reduction in revenue related to e-commerce.

•Total Expenses – Total expenses as a percentage of revenue decreased 1% year-over-year, dropping to 25% during the year compared to 26% in the prior year. The decrease in total expenses as a percentage of revenue is driven by the Company's various initiatives to reduce expenditures and implement more efficient cost-saving solutions without impacting revenue and also decrease of depreciation and amortization.

•Adjusted EBITDA – The decrease in Adjusted EBITDA as a percentage of revenue is primarily driven by 3% decrease in gross profit margin on account of change in the Company's international pricing strategy to expand Cabana Club across all its global E-commerce business and new stores taking longer to ramp up to maturity.



5


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

Revenue


	Three Months Ended January 31
		2025	2024	Change
		$	$	∆
Cannabis and CBD products		123,619	108,908	14%
Consumption accessories		7,544	11,562	(35)%
Data analytics, advertising and other revenue		11,298	7,598	49%

Revenue		142,461	128,068	11%

Revenue has increased by 11% to $142,461 for three months ended January 31, 2025 (January 31, 2024: $128,068).

Revenue increased $14,393 year-over-year. Organic growth of same-store sales contributed $7,782 increase in revenue whereas new stores accounted for $8,590 accompanied with an increase to data analytics, advertising and other revenue for $3,700. This has been offset by a $5,679 reduction in revenue related to e-commerce.

Gross profit


	Three Months Ended January 31
		2025	2024	Change
		$	$	∆
Revenue		142,461	128,068	11%
Cost of sales		(107,021)	(92,074)	16%
Gross profit		35,440	35,994	(2)%
Gross profit margin (i)		25%	28%	(3)%

(i) Gross profit margin is a non-IFRS financial measure. Gross profit margin is calculated by dividing gross profit by revenue.

The decrease of 3% in Gross profit margin is primarily due to the change in company's international pricing strategy to expand Canna Cabana across all its global E-commerce business and new stores taking longer to mature in the period.



6


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

Total expenses


	Three Months Ended January 31
		2025	2024	Change
		$	$	∆
Salaries, wages and benefits		17,581	15,903	(11)%
Share-based compensation		1,175	795	(48)%
General and administration		6,563	5,606	(17)%
Professional fees		1,809	2,071	13%
Advertising and promotion		912	822	(11)%
Depreciation and amortization		5,847	6,848	15%

Interest and bank charges		1,486	1,157	(28)%




Total expenses		35,373	33,202	(7)%


	Three Months Ended January 31
As a percentage of revenue		2025	2024	Change
		$	$	∆
Salaries, wages and benefits		12%	12%	—%
Share-based compensation		1%	1%	—%
General and administration		5%	4%	1%
Professional fees		1%	2%	(1)%
Advertising and promotion		1%	1%	—%
Depreciation and amortization		4%	5%	(1)%

Interest and bank charges		1%	1%	—%





Total expense as a percentage of revenue		25%	26%	(1)%
Total expense excluding depreciation and amortization as a percentage of revenue(i)		21%	21%	—%

(i)Total expense excluding depreciation and amortization as a percentage of revenue - a non-IFRS financial measure is calculated by dividing total expenses excluding depreciation and amortization by revenue.

Total expenses excluding depreciation and amortization remained consistent at 21% of revenue during the three months ended January 31, 2025 compared to the same period in 2024. General and administration and professional fees combined together for the three months ended January 31, 2025 remained consistent at 6% of revenue, compared to the same period in 2024. This reflects the Company's continued focus on maintaining an efficient cost structure while delivering revenue growth.

Depreciation and amortization expenses decreased by $1,001 for the three months ended January 31, 2025, compared to the same period in 2024, primarily due to the full amortization of business licenses acquired as part of the META Growth Corp acquisition in prior years. This decrease was partially offset by an increase of $789 in amortization on right-of-use assets for the stores.

EBITDA and Adjusted EBITDA

The Company defines EBITDA and Adjusted EBITDA as per the table below. It should be noted that these performance measures are not defined under IFRS and may not be comparable to similar measures used by other entities. The Company believes that these measures are useful financial metrics as they assist in determining the ability to generate cash from operations. Investors should be cautioned that EBITDA and Adjusted EBITDA should not be construed as an alternative to net earnings or cash flows as determined under IFRS. Management defines “Adjusted EBITDA” as the net (loss) income for the period, before income tax (recovery) expense, accretion and interest expense, depreciation and amortization, and adjusted for foreign exchange (gain) losses, transaction and acquisition costs, (gain) loss on revaluation of put option liability, (gain) loss on extinguishment of debenture, impairment loss, share-based compensation, (gain) loss on revaluation of marketable securities and (gain) loss on extinguishment of financial liability.



7


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

The reconciling items between net earnings, EBITDA, and Adjusted EBITDA are as follows:


	2025	2024				2023
	Q1	Q4	Q3	Q2	Q1	Q4	Q3	Q2
Net (loss) Income	(2,689)	(4,802)	825	171	(5)	(31,805)	(3,717)	(1,568)
Income/deferred tax recovery (expense)	38	(153)	671	(878)	(233)	(4,571)	204	(2,041)
Accretion and interest	2,101	2,308	1,681	1,712	1,743	1,632	1,931	1,759
Depreciation and amortization	5,847	5,362	5,678	7,505	6,848	8,583	8,493	7,699
EBITDA(i)	5,297	2,715	8,855	8,510	8,353	(26,161)	6,911	5,849
Foreign exchange (gain) loss	(13)	5	19	(5)	5	(152)	31	2
Transaction and acquisition costs	630	773	12	1,314	515	691	801	435
Loss (gain) revaluation of put option liability	-	(88)	(159)	(110)	(300)	544	73	(1,288)
Other loss (gain)	-	11	(6)	337	-	37	18	-
Loss (gain) on extinguishment of debenture	-	(885)	-	-	-	-	-	-
Impairment loss	-	4,964	-	-	-	34,265	-	-
Share-based compensation	1,175	750	881	549	795	(284)	2,350	1,532
Loss (gain) on revaluation of marketable securities	-	-	12	-	77	(13)	-	(19)
Loss (gain) on revaluation of debenture	-	-	-	(240)	755	(505)	-	-
Loss (gain) on extinguishment of financial liability	-	-	-	(314)	235	(60)	-	78
Adjusted EBITDA(i)	7,089	8,245	9,614	10,041	10,435	8,362	10,184	6,589

(i) EBITDA and Adjusted EBITDA are non-IFRS financial measures.

Free cash flow

The Company defines free cash flows as net cash provided by operating activities, minus sustaining capex, minus lease liability payments. Sustaining Capex is defined as leasehold improvements and maintenance spend required in the existing business. The most directly comparable financial measure is net cash provided by operating activities, as disclosed in the condensed interim consolidated statements of cash flows. It should not be viewed as a measure of liquidity or a substitute for comparable metrics prepared in accordance with IFRS.

For the three months ended January 31, 2025, interest paid on right-of-use lease liabilities ($936) has been classified as a component of cash flow from operating activities within the condensed interim consolidated financial statements in line with the entity’s accounting policy. Prior periods include interest paid on right-of-use lease liabilities ($751) in cash used in financing activities. Prior periods have not been adjusted as the amounts are not material.


	Q1 2025	Q4 2024	Q3 2024	Q2 2024	Q1 2024
Cash flow from operating activities	4,644	6,179	8,928	8,032	9,363
Changes in non-cash working capital	(3,961)	3,473	(2,715)	4,777	(2,490)
Net cash provided by operating activities	683	9,652	6,213	12,809	6,873
Sustaining capex(i)	(361)	(533)	(279)	(528)	(511)
Lease liability payments	(2,222)	(3,211)	(2,842)	(2,898)	(2,754)
Free cash flow(ii)	(1,900)	5,908	3,092	9,383	3,608

(i) Sustaining capex is a non-IFRS measure

(ii) Free cash flow is a non-IFRS measure



8


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

Segmented operations:

Performance by operational segment:



9


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

The following is a representation of these operational segments:









	Bricks-and-Mortar	Bricks-and-Mortar	E-commerce	E-commerce	Total	Total
For the three months ended January 31,	2025	2024	2025	2024	2025	2024
	$	$	$	$	$	$
Revenue	135,714	115,701	6,747	12,367	142,461	128,068
Gross profit	33,273	30,911	2,167	5,083	35,440	35,994
Gross profit margin(i)	25%	27%	32%	41%	25%	28%
Income (loss) from operations	2,290	2,955	(2,223)	(163)	67	2,792
Adjusted EBITDA(ii)	8,350	9,661	(1,261)	774	7,089	10,435
Adjusted EBITDA margin(iii)	6%	8%	(19)%	6%	5%	8%

	Bricks-and-Mortar	Bricks-and-Mortar	E-commerce	E-commerce	Total	Total
As at October 31,	2025	2024	2025	2024	2025	2024
	$	$	$	$	$	$
Current assets	63,881	75,161	9,851	10,628	73,732	85,789
Non-current assets	130,166	128,719	31,765	31,700	161,931	160,419
Current liabilities	40,410	56,741	5,418	4,739	45,828	61,480
Non-current liabilities	40,459	35,788	4,276	3,428	44,735	39,216

(i)Gross profit margin - a non-IFRS financial measure. Gross profit margin is calculated by dividing gross profit by revenue.

(ii)Adjusted EBITDA - a non-IFRS financial measure. A reconciliation of the Adjusted EBITDA to Net loss is found under “Select financial highlights and operating performance" section on page 8.

(iii)Adjusted EBITDA margin - a non-IFRS financial measure. This metric is calculated as Adjusted EBITDA divided by revenue.



10


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

Corporate overhead is allocated to bricks-and-mortar and e-commerce on a percentage of revenue based on the three months ended January 31, 2025, 95%, bricks-and-mortar and 5% e-commerce (January 31, 2024 - 90% bricks-and-mortar and 10% e-commerce)

Bricks-and-Mortar performance


	Three months ended January 31
		2025	2024	Change
		$	$	∆
Cannabis and CBD products		120,810	103,705	16%
Consumption accessories		3,665	4,398	(17)%
Data analytics, advertising and other revenue		11,239	7,598	48%
Revenue		135,714	115,701	17%
Cost of goods sold		102,441	84,790	21%
Gross profit		33,273	30,911	8%
Gross profit margin(i)		25%	27%	(2)%
Total expenses		30,983	27,955	11%
Income from operations		2,290	2,956	23%
Depreciation and amortization		4,940	5,987	(17)%
Share-based compensation		1,120	718	56%
Adjusted EBITDA(i)		8,350	9,661	(14)%
Adjusted EBITDA margin(i)		6%	8%	(2)%

(i) Gross profit margin, Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS measures

For the three months ended, January 31, 2025, the Company’s bricks-and-mortar segment demonstrated revenue growth with revenue increasing by 17% to $135,714 as compared to $115,701 for the three months ended January 31, 2024.

The revenue growth is primarily attributable to continued same-store sales growth and new stores build outs. The Company went from 163 stores as at January 31, 2024 to 191 as at January 31, 2025. As of January 31, 2025, 191 stores were operational, and same store sales increased by 5% as compared to the same period ended January 31, 2024.

For the three months ended January 31, 2025 the Company recognized $11,239 in revenue generated from its proprietary data analytics service named 'Cabanalytics Business Data and Insights Platform' and other revenues which are 48% higher than the same period of 2024 at $7,598. The Cabanalytics Business Data and Insights Platform provides subscribers with a monthly report of anonymized consumer purchase data, in order to assist them with forecasting and planning their future product decisions and implementing appropriate marketing initiatives.



11


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

E-commerce segment performance


	Three Months Ended January 31
		2025	2024	Change
		$	$	∆
Cannabis and CBD products		2,809	5,203	(46)%
Consumption accessories		3,879	7,164	(46)%
Data analytics, advertising and other revenue		59	—	—%
Revenue		6,747	12,367	(45)%
Cost of goods sold		4,580	7,284	(37)%
Gross profit		2,167	5,083	(57)%
Gross profit margin(i)		32%	41%	(9)%
Total expenses		4,390	5,247	(16)%
Loss from operations		(2,223)	(164)	1256%
Depreciation and amortization		907	861	5%
Share-based compensation		55	77	(29)%

Adjusted EBITDA(i)		(1,261)	774	(263)%
Adjusted EBITDA margin(i)		(19)%	6%	(25)%

(i) Gross profit margin, Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS measure

The 45% decrease in revenue is primarily due to increased competition within the CBD and consumption accessories industries, as well as the Company's international pricing strategy and debut it of its Canna Cabana program into existing markets outside Canada.



12


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

Performance by geographical markets:

Geographical markets represent revenue based on the geographical locations of the customers who have contributed to the revenue. The following is a representation of these geographical markets. The Company's geographic segments are characterized as follows:

Canada: Within Canada, the Company operates 189 (as of January 31, 2025) of its branded retail cannabis stores under the Canna Cabana brand, and 2 branded cannabis stores under Meta Cannabis Supply Co brand in addition to its Canadian warehouse operations which primarily service their retail locations.

USA: Within the USA the Company operates its e-commerce platforms including Smoke Cartel, Grasscity, Daily High Club, DankStop, NuLeaf Naturals and FABCBD, as well as USA sales on the international e-commerce platforms. In addition, the Company operates a warehouse which primarily services the e-commerce consumption accessories operations.

International: Within the International markets the Company operates its e-commerce platform Blessed CBD, as well as international sales on the aforementioned e-commerce platforms.

Geographical markets



13


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

The following presents information related to the Company’s geographical market.


	Canada	Canada	USA	USA	International	International	Total	Total
For the period ended January 31	2025	2024	2025	2024	2025	2024	2025	2024
	$	$	$	$	$	$	$	$

Revenue	135,714	115,701	6,458	11,815	289	552	142,461	128,068
Cost of goods sold	102,442	84,785	4,430	7,064	149	225	107,021	92,074
Gross profit	33,272	30,916	2,028	4,751	140	327	35,440	35,994
Gross profit margin(i)	25%	27%	31%	40%	48%	59%	25%	28%
Total expenses	31,315	28,431	3,634	4,605	424	166	35,373	33,202
Income (loss) from operations	1,957	2,485	(1,606)	146	(284)	161	67	2,792
Depreciation and amortization	4,952	5,978	843	866	52	4	5,847	6,848
Share-based compensation	1,175	795	-	-	-	-	1,175	795

Adjusted EBITDA(i)	8,084	9,258	(763)	1,012	(232)	165	7,089	10,435

(i) Gross profit margin and Adjusted EBITDA are non-IFRS measures


	Canada	Canada	USA	USA	International	International	Total	Total
As at January 31, 2025 and October 31, 2024	2025	2024	2025	2024	2025	2024	2025	2024
	$	$	$	$	$	$	$	$
Current assets	64,622	77,037	8,348	7,940	762	812	73,732	85,789
Non-current assets	130,447	129,115	27,861	27,634	3,623	3,670	161,931	160,419
Current liabilities	41,719	57,692	3,932	3,580	177	208	45,828	61,480
Non-current liabilities	40,412	36,680	4,038	2,252	285	284	44,735	39,216

The Company continues to operate primarily in Canada with a focus on increasing its footprint across the Canadian provinces that it operates in. During the year, the Company expanded its footprint in Canada by opening 28 stores. As a result of the continued expansion and growth of same-store sales, revenues for the Canadian operations increased by 17% for the three months ended January 31, 2025 compared to the three months ended January 31, 2024.

During the three months ended January 31, 2025, the Company has seen a decrease in revenue from USA operations by 45% which is being driven primarily the change in company's international pricing strategy to expand Canna Cabana across all its global E-commerce business. Management launched a global e-commerce discount loyalty pricing model in December 2024 in order to capture more market share.

Within the international space, the Company has seen the entrance of many new competitors, in addition to an overall softening in the CBD sector which has impacted revenue growth leading to the decline in revenue from international sales by 48% for the three months ended January 31, 2025 compared to the three months ended January 31, 2024. Management launched a global e-commerce discount loyalty pricing model in December 2024 in order to capture more market share.

Canadian operations closely aligns with the bricks and mortar segment while USA and international operations closely aligns with the e-commerce segments. Differences between the geographic regions and the segments is related to corporate overhead allocation which is incurred in Canada and allocated to each segment proportionally based on a percentage of revenues generated by each segment.



14


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

Summary of quarterly results:


	2025	2024				2023
	Q1	Q4	Q3	Q2	Q1	Q4	Q3	Q2
Free cash flow(i)	(1,900)	5,908	3,092	9,383	3,608	5,687	4,051	(1,951)
Cash and cash equivalents	33,341	47,267	35,254	34,540	28,685	30,121	25,697	22,487
Cannabis and CBD products	123,619	120,259	115,667	107,959	108,908	111,846	106,952	100,172
Consumption accessories	7,544	7,128	6,972	7,323	11,378	7,899	10,724	11,292
Data analytics, advertising and other revenue	11,298	10,908	9,046	8,977	7,782	7,360	6,676	6,672
Revenue	142,461	138,295	131,685	124,259	128,068	127,105	124,352	118,136
Adjusted EBITDA (i)	7,089	8,245	9,614	10,041	10,435	8,362	10,184	6,590
Adjusted EBITDA margin(i)	5%	6%	7%	8%	8%	7%	8%	6%
Income (loss) from operations	67	2,831	3,055	1,987	2,792	(34,204)	(662)	(2,642)
Net loss	(2,689)	4,802	825	171	(5)	(31,805)	(3,717)	(1,568)

Basic and diluted income (loss) per share	(0.03)	(0.06)	0.01	—	0.00	(0.39)	(0.04)	(0.02)

(i)Free cash flow, Adjusted EBITDA and adjusted EBITDA Margin are non-IFRS financial measures, and accordingly, the Company’s use of such term may not be comparable to similarly defined measures presented by other entities. A reconciliation of the Adjusted EBITDA to Net (Loss) income is found under “EBITDA and Adjusted EBITDA of “Select Financial Highlights and Operating Performance” section on page 8.



15


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

Key highlights include:

•Period-over-period revenue growth of 11% driven by increase in brick & mortar store count and continued organic same-store revenue growth. This was partially offset by revenue decline in the significantly smaller e-commerce segment.

•Adjusted EBITDA and Free Cash Flow differences are primarily driven by gross profit margin decrease of 3% on account of change in company's international pricing strategy to expand Canna Cabana across all its global E-commerce business and new stores taking longer to ramp up to maturity.

Financial position, liquidity and capital resources:

Assets

As of January 31, 2025, the Company had a cash and cash equivalent balance of $33,341 (October 31, 2024: $47,267).

Working capital including cash and cash equivalents as of January 31, 2025, was a surplus of $27,904 (October 31, 2024: surplus $24,309). Working capital is a non-IFRS measure and is calculated as the difference between total current assets and total current liabilities. The change is primarily due to $4,500 net cash proceeds received from the issuance of secured debentures.

Total assets of the Company were $235,663 on January 31, 2025, compared to $246,208 on October 31, 2024.

Liabilities

Total liabilities decreased to $90,563 as at January 31, 2025, as compared to $100,696 as of October 31, 2024, primarily due to $13,000 repayment of note payable on maturity on December 31, 2024. This was partially offset by net cash proceeds of $4,500 from secured debentures issued in the quarter.

During three months ended January 31, 2025 the Company issued an additional $5,000 of bond debentures at a 10% discount, for net cash proceeds of $4,464 ($4,500 cash proceeds net of $36 in issuance costs), with a 12% coupon rate. The bonds were issued and cash received by the Company on November 13, 2024 with a maturity of July 31, 2029.



16


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

Summary of Outstanding Share Data

The Company had the following securities issued and outstanding as at the date of this MD&A:


Securities (i)						Units Outstanding (ii)
Common shares						80,938,661
Warrants						4,829,560
Stock options						2,622,541
RSUs						1,606,435

(i)Refer to the Condensed Interim Consolidated Financial Statements for a detailed description of these securities.

ATM Program

Pursuant to the Company’s ATM Program that allows the Company to issue up to $30 million (or the equivalent in U.S. dollars) of Common Shares from the treasury to the public from time to time, at the Company’s discretion and subject to regulatory requirements, as required pursuant to National Instrument 44-102 – Shelf Distributions and the policies of the TSXV, the Company announces that, during the three months ended January 31, 2025, the Company issued an aggregate of 11,600 Common Shares over the Nasdaq or TSXV, for aggregate gross proceeds of $52.

Pursuant to an Equity Distribution Agreement cash commission of $1 on the aggregate gross proceeds raised was paid to the Agents in connection with their services under the Equity Distribution Agreement during three months ended January 31, 2025.

The Company intends to use the net proceeds of the ATM Program at the discretion of the Company, to fund strategic initiatives it is currently developing, to support the growth and development of the Company’s existing operations, funding future acquisitions as well as working capital and general corporate purposes.

Common Shares issued pursuant to the ATM Program are issued pursuant to a prospectus supplement dated August 31, 2023 (the “Canadian Prospectus Supplement”) to the Company’s final base shelf prospectus dated August 3, 2023, filed with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada (the “Canadian Shelf Prospectus”) and pursuant to a prospectus supplement dated August 31, 2023 (the “U.S. Prospectus Supplement”) to the Company’s U.S. base prospectus dated August 3, 2023 (the “U.S. Base Prospectus”) included in its registration statement on Form F-10 (the “Registration Statement”) and filed with the U.S. Securities and Exchange Commission (the “SEC”). The Canadian Prospectus Supplement and Canadian Shelf Prospectus are available for download from SEDAR+ at www.sedarplus.ca, and the U.S. Prospectus Supplement, the U.S. Base Prospectus and Registration Statement are accessible via EDGAR on the SEC’s website at www.sec.gov.

The ATM Program is effective until the earlier of (i) the date that all Common Shares available for issue under the ATM Program have been sold, (ii) the date the Canadian Prospectus Supplement in respect of the ATM Program or Canadian Shelf Prospectus is withdrawn and (iii) the date that the ATM Program is terminated by the Company or Agents.

Cash Flows

During the three months ended January 31, 2025, the Company's cash and cash equivalents decreased to $33,341 as compared to $47,267 as of October 31, 2024 .

Total cash provided by operating activities was $682 for the three months ended January 31, 2025 as compared to $6,873 for the three months ended January 31, 2024. The decrease in operating cash inflows is primarily driven by the change in non-cash working capital and lower EBITDA.

Cash used in investing activities for the three months ended January 31, 2025 was $2,741 (January 31, 2024: $2,076) primarily due to the opening of 28 new stores since Q1 2024.

Cash used in financing activities for the three months ended January 31, 2025 was $11,992 (January 31, 2024: $6,196) which is primarily related to the settlement of notes payable offset by proceeds received from secured debentures.



17


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

Liquidity

ConnectFirst Credit Facility

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 January 31, 2025 is $7,688 (October 31, 2024 : $8,238).

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 Credit Union's Prime Lending Rate and the principal outstanding. 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 period ended January 31, 2025 is $4,309 (October 31, 2024 : $4,653).

As of January 31, 2025, the Company has met all the covenants attached to the ConnectFirst Credit Facility.

Secured Debentures

In connection with the bond issuance, the Company issued 230,760 shares for consideration of $800 for issuance cost.

This secured debenture is subject to the same covenants as the Connect First loan, with which the Company remains in full compliance.

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.

Off Balance Sheet Transactions

The Company does not have any financial arrangements that are excluded from the condensed interim consolidated financial statements as of January 31, 2025, nor are any such arrangements outstanding as of the date of this MD&A.



18


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

Transactions between related parties:

Operational transactions

Financing transactions

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.

Financial instruments:

Please refer to Note 21 of the condensed interim consolidated financial statements for the three months ended January 31, 2025 and 2024 for details on measurement, carrying value, fair value and related risks of financial instruments, which is hereby incorporated by reference into this MD&A. For the three months ended January 31, 2025, the Company did not have any derivative financial instruments, and the Company did not engage in hedging activities.



19


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

Disclosure controls and procedures and internal controls over financial reporting:

The Chief Executive Officer and Chief Financial Officer of the Company have designed or caused to be designed under their supervision, disclosure controls and procedures which provide reasonable assurance that material information regarding the Company is accumulated and communicated to Management, including its Chief Executive Officer and Chief Financial Officer, in a timely manner. Under the supervision and with the participation of Management, including our Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Canada by NI 52-109 and in the United States by the rules adopted by the SEC). In addition, the Chief Executive Officer and Chief Financial Officer of the Company are responsible for designing internal controls over financial reporting or causing them to be designed under their supervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were ineffective due to the material weakness identified in our internal control over financial reporting, as further described below.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of January 31, 2025, based on the criteria set forth in Internal Control – Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, Management has concluded that our internal control over financial reporting (ICFR) was not effective as of January 31, 2025, due to a material weaknesses in our internal controls over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management identified the following internal control deficiency that constitutes a material weakness in the Company’s ICFR as of January 31, 2025.

Consistent with previous periods the Company did not effectively design, implement, and operate effective process-level control activities related to various processes or engage an adequate number of accounting personnel to allow for a detailed review of significant and non-routine accounting transactions that would identify errors in a timely manner, including business combinations, impairment testing and financing arrangements. As of January 31, 2025, a material weakness continues to exist in the operating effectiveness of controls over significant and non-routine accounting transactions as a result of insufficient capacity in its financial reporting function to identify and detect material misstatements. Management continues to hire qualified resources to increase capacity. Further remediation efforts are required for the Company to fully remediate this material weakness.



20


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

Cautionary note regarding forward-looking information:

Certain statements contained in this MD&A, and in the documents incorporated by reference in this MD&A, constitute “forward-looking information” and “forward-looking statements” (together “forward-looking statements”) within the meaning of Applicable Securities Laws and are based on assumptions, expectations, estimates and projections as at the date of this MD&A. Forward-looking statements relate to future events or future performance and reflect Management’s expectations or beliefs regarding future events. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology.

Forward-looking statements in this MD&A herein include, but are not limited to, statements with respect to:

•the Business objectives and milestones and the anticipated timing of, and costs in connection with, the execution or achievement of such objectives and milestones (including, without limitation proposed M&A);

•the Company’s future growth prospects and intentions to pursue one or more viable Business opportunities;

•the development of the Business and future activities following the date of this MD&A;

•the closing of announced acquisitions;

•expectations relating to market size and anticipated growth in the jurisdictions within which the Company may from time to time operate or contemplate future operations;

•the ability of the Company to enter into new markets following cannabis legalization, including the United States and Germany;

•expectations with respect to economic, Business, regulatory, or competitive factors related to the Company or the cannabis industry generally;

•the market for the Company’s current and proposed product offerings, as well as the Company’s ability to capture market share;

•the Company’s strategic investments and capital expenditures, and related benefits;

•the distribution methods expected to be used by the Company to deliver its product offerings;

•same-store sales and consolidated gross margins continuing to increase;

•the competitive landscape within which the Company operates and the Company’s market share or reach;

•the performance of Business operations and activities of the Company;

•the number of additional cannabis retail store locations the Company proposes to add to its Business, with Ontario representing the majority share of the increase;

•the Company’s ability to obtain, maintain, and renew or extend, applicable Authorizations, including the timing and impact of the receipt thereof;

•the realization of cost savings, synergies or benefits from the Company’s recent and proposed acquisitions, and the Company’s ability to successfully integrate the operations of any business acquired within the Business;

•the Company’s intention to devote resources to the protection of its intellectual property rights, including by seeking and obtaining registered protections and developing and implementing standard operating procedures;

•the anticipated sales from continuing operations;

•the intention of the Company to complete the ATM Program and any additional offering of securities of the Company and the aggregate amount of the total proceeds that the Company will receive pursuant to the ATM Program, Credit Facility, or any future offering;

•the Company’s expected use of the net proceeds from the ATM Program, Credit Facility, or any future offering;

•the anticipated effects of the ATM Program and Credit Facility and/or any future offering on the Business and operations of the Company;

•the listing of Common Shares offered in the ATM Program and/or any future offering;

•the Company deploying Fastendr™ technology across the Company’s retail stores upon the timelines disclosed herein;

•the Company’s ability to generate cash flow from operations and from financing activities and remain free cash flow positive;

•future initiatives to strengthen the performance of our e-commerce platforms;



21


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

•the Company continuing to increase its revenue;

•the Company continuing to integrate and expand its CBD brands;

•Cabana Club and Cabana ELITE loyalty programs membership continuing to increase;

•the Company continuing to increase its ELITE product offerings;

•the effects of the ELITE program on the business and operations of the Company;

•the ability of the Company to reach its goals of 300 stores nationwide and 2 million Cabana Club members;

•the timelines for its international launch to become revenue and EBITDA neutral;

•the ability of the Company to use cash generated from existing operations to fund future locations;

•the Company hitting its forecasted revenue and sales projections;

•changes in general and administrative expenses;

•future Business operations and activities and the timing thereof;

•the future tax liability of the Company;

•the estimated future contractual obligations of the Company; and

•the future liquidity and financial capacity of the Company; and its ability to fund its working capital requirements and forecasted capital expenditures.

Forward-looking statements are subject to certain risks and uncertainties. Although Management believes that the expectations reflected in these forward-looking statements are reasonable in light of, among other things, its perception of trends, current conditions and expected developments, as well as other factors that Management believes to be relevant and reasonable in the circumstances at the date that such statements are made, readers are cautioned not to place undue reliance on forward-looking statements, as forward-looking statements may prove to be incorrect. A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking statements. Importantly, forward-looking statements contained in this MD&A and in documents incorporated by reference are based upon certain assumptions that Management believes to be reasonable based on the information currently available to Management.

By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Although Management believes that the expectations reflected in, and assumptions underlying, such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. New factors emerge from time to time, and it is not possible for Management to predict all of those factors or to assess in advance the impact of each such factor on the Business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

Readers are cautioned that the foregoing is not exhaustive. The forward-looking statements contained in this MD&A and the documents incorporated by reference herein are expressly qualified by this cautionary statement. The forward-looking statements contained in this document speak only as of that date of this document and the Company does not assume any obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to Applicable Securities Laws.

These forward-looking statements speak only as of the date of this MD&A or as of the date specified in the documents incorporated by reference into this MD&A. The actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this MD&A: counterparty credit risk; access to capital; limitations on insurance; changes in environmental or legislation applicable to our operations, and our ability to comply with current and future environmental and other laws; changes in income tax laws or changes in tax laws and incentive programs relating to the cannabis industry; and the other factors discussed under “Financial Instruments” in this MD&A.

Additional risk factors that can cause results to differ materially from those expressed in forward-looking statements in this MD&A are discussed in greater detail in the “Non-Exhaustive List of Risk Factors” section in Schedule A to our current annual information form, and elsewhere in this MD&A, as such factors may be further updated from time to time in our periodic filings, available at www.sedarplus.com and www.sec.gov, which risk factors are incorporated herein by reference.

Cautionary note regarding FOFI:

This MD&A, and documents incorporated by reference herein, may contain FOFI within the meaning of Applicable Securities Laws and analogous U.S. securities Laws, about prospective results of operations, financial position or cash flows, based on assumptions about future economic conditions and courses of action, which FOFI is not presented in the format of a historical balance sheet, income statement or cash flow statement. The FOFI has been prepared by Management to provide an outlook of the Company’s



22


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

activities and results and has been prepared based on a number of assumptions including the assumptions discussed under the heading “Cautionary Note Regarding Forward-Looking Information” and assumptions with respect to the costs and expenditures to be incurred by the Company, capital expenditures and operating costs, taxation rates for the Company and general and administrative expenses. Management does not have, or may not have had at the relevant date, firm commitments for all of the costs, expenditures, prices or other financial assumptions which may have been used to prepare the FOFI or assurance that such operating results will be achieved and, accordingly, the complete financial effects of all of those costs, expenditures, prices and operating results are not, or may not have been at the relevant date of the FOFI, objectively determinable.

Importantly, the FOFI contained in this MD&A, and in documents incorporated by reference herein are, or may be, based upon certain additional assumptions that Management believes to be reasonable based on the information currently available to Management, including, but not limited to, assumptions about: (i) the future pricing for the Company’s products, (ii) the future market demand and trends within the jurisdictions in which the Company may from time to time conduct the Business, (iii) the Company’s ongoing inventory levels, and operating cost estimates, and (iv) the Company’s net proceeds from the ATM Program and Credit Facility. The FOFI or financial outlook contained in MD&A, and in documents incorporated by reference herein do not purport to present the Company’s financial condition in accordance with IFRS as issued by the International Accounting Standards Board, and there can be no assurance that the assumptions made in preparing the FOFI will prove accurate. The actual results of operations of the Company and the resulting financial results will likely vary from the amounts set forth in the analysis presented in any such document, and such variation may be material (including due to the occurrence of unforeseen events occurring subsequent to the preparation of the FOFI). The Company and Management believe that the FOFI has been prepared on a reasonable basis, reflecting Management’s best estimates and judgments as at the applicable date. However, because this information is highly subjective and subject to numerous risks including the risks discussed under the heading “Risk Assessment”, FOFI or financial outlook within this MD&A, and in documents incorporated by reference herein, should not be relied on as necessarily indicative of future results.

Readers are cautioned not to place undue reliance on the FOFI, or financial outlook contained in this MD&A, and in documents incorporated by reference herein. Except as required by Applicable Securities Laws, the Company does not intend, and does not assume any obligation, to update such FOFI.

Non-IFRS Financial Measures

Throughout this MD&A, references are made to non-IFRS financial measures, including free cash flow, gross profit margin, sustaining capex, EBITDA and Adjusted EBITDA. These measures do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. Non-IFRS measures provide investors with a supplemental measure of the Company’s operating performance and therefore highlight trends in Company’s core Business that may not otherwise be apparent when relying solely on IFRS measures. Management uses non-IFRS measures in measuring the financial performance of the Company.

Risk Assessment

Management defines risk as the evaluation of probability that an event might happen in the future that could negatively affect the financial condition, results of operations and/or reputation of the Company. Risks facing our business, and that could cause actual results to differ materially from current expectation, may include, but are not limited to, risks and uncertainties that are discussed in greater detail in Schedule A to our current Annual Information Form (AIF) for the fiscal year ended October 31, 2024, and elsewhere in this MD&A, and may be further updated from time to time in our periodic filings, available at www.sedar.com and www.sec.gov which risk factors are incorporated herein by reference.

The Company's brick and mortar business which accounts for 95.3% of revenue is domestically sourced thus having no US tariff impact. The remaining 4.7% of e-commerce business includes mostly domestic products with less than 1% of our total products being sourced through a broker who imports products both domestically and internationally. Given this, the Company expects the impact of US tariffs on its e-commerce business to be immaterial.



23


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

Glossary of terms:

In this MD&A, unless otherwise indicated or if the context otherwise requires, “Adjusted EBITDA” has the meaning ascribed thereto under the heading “EBITDA and Adjusted EBITDA”; “Agents” means collectively ATB Capital Markets Inc. and ATB Capital Markets USA Inc.; “Applicable Securities Laws” means, as applicable, the securities legislation, securities regulation and securities rules, and the policies, notices, instruments and blanket orders of each Canadian securities regulator having the force of applicable law and in force from time to time; “ATM Program” means the at-the-market equity offering program of the Company established pursuant to the Canadian Prospectus Supplement and U.S. Prospectus Supplement on August 31, 2023, which allows the Company to issue up to $30,000,000 (or the equivalent in U.S. dollars) of Common Shares from its treasury to the public from time to time, at the Company’s discretion and subject to regulatory requirements; “Authorizations” means, collectively, all consents, licenses, registrations, permits, authorizations, permissions, orders, approvals, clearances, waivers, certificates, and declarations issued, granted, given or otherwise made available by or under the authority of any government entity or pursuant to any requirement under applicable law; “Blessed CBD” means Enigmaa Ltd., operating as ‘Blessed CBD’; “Board” means the board of directors of the Company, as constituted from time to time; “Business” means the business carried on by High Tide and its subsidiaries as at the date of this MD&A, and where the context so requires, includes the business carried on by High Tide and its subsidiaries prior to the date of this MD&A; “Canadian Shelf Prospectus” means the Company’s final base shelf prospectus dated August 3, 2023 filed with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada; “Cannabis” or “cannabis” means the plant Cannabis sativa L; “CBD” means industrial Hemp-based cannabidiol; “Common Shares” means the common shares in the capital of the Company; “ConnectFirst” means Connect First Credit Union Ltd.; Credit Facility” has the meaning ascribed thereto under the heading “ConnectFirst Credit Facility”; “DankStop” means DS Distribution Inc., operating as ‘Dankstop.com’; “Daily High Club” or “DHC” means DHC Supply LLC.; “EBITDA” means earnings before interest, taxes, depreciation and amortization; “Equity Distribution Agreement” means the equity distribution agreement dated August 31, 2023 entered into among the Company and Agents associated with the ATM Program; “FABCBD” means Fab Nutrition, LLC.; “FOFI” means future oriented financial information; “GBP” means British pound sterling; “Grasscity” means collectively, SJV B.V. and SJV2 B.V; “IAS” means International Accounting Standards; “Person” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative or government (including any governmental entity), syndicate or other entity, whether or not having legal status; “M&A” means mergers and acquisitions; “Management” means the management of the Company, as constituted from time to time; “NI 52-109” means National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings; “SEC” means the U.S. Securities and Exchanges Commission; “NuLeaf Naturals” means NuLeaf Naturals, LLC; “Registration Statement” means the Company’s registration statement on Form F-10 in connection with the Company becoming a registrant effective June 2, 2021 with the SEC upon the Company’s Form 40-F registration statement becoming effective; “Smoke Cartel” means Smoke Cartel Inc.; “U.K.” means the United Kingdom; “U.S.” means United States of America; “U.S. Base Prospectus” means the Company’s U.S. base prospectus dated August 3, 2023 included in the Registration; “USD” United States dollars; and “Warrants” means the Common Share purchase warrants of the Company.



24


			High Tide Inc.
			Management's Discussion and Analysis
			For the three months ended January 31, 2025 and 2024
			(In thousands of Canadian dollars, except share and per share amounts or otherwise stated)

High Tide is a high-impact, retail-forward enterprise built to deliver real-world value across every component of cannabis. The Company’s shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “HITI” as of June 2, 2021, the TSX Venture Exchange (“TSXV”) under the symbol “HITI”, and the Frankfurt Stock Exchange 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, T3K 2M4.



25

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Harkirat (Raj) Grover, Chief Executive Officer of High Tide Inc., certify the following:

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of High Tide Inc. (the “issuer”) for the interim period ended January 31, 2025.

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

a.designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

i.material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

ii.information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

b.designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

6.Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

7.ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

a.a description of the material weakness;

b.the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

c.the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

8.Limitation on scope of design: The issuer has disclosed in its interim MD&A

a.the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings.

b.summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements.

9.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on November 1, 2022 and ended on January 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: March 17, 2025.

(signed) ”Harkirat Grover”_____

Harkirat (Raj) Grover

Chief Executive Officer

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Mayank Mahajan, Chief Financial Officer of High Tide Inc., certify the following:

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of High Tide Inc. (the “issuer”) for the interim period ended January 31, 2025.

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

a.designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

i.material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

7.ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

a.a description of the material weakness;

b.the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

c.the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

8.Limitation on scope of design: The issuer has disclosed in its interim MD&A

Date: March 17, 2025.

(signed) “Mayank Mahajan” ______________

Mayank Mahajan

Chief Financial Officer

Grafico Azioni High Tide (NASDAQ:HITI)
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Da Mar 2025 a Apr 2025

Grafico Azioni High Tide (NASDAQ:HITI)
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Da Apr 2024 a Apr 2025

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