High Tide Inc.

Certain statements contained in this Annual Report and in the documents incorporated by reference in this Annual Report, constitute “forward-looking information” and “forward-looking statements” (together “forward-looking statements”) within the meaning of applicable securities laws, including under the United States Private Securities Litigation Reform Act of 1995, and are based on assumptions, expectations, estimates and projections as at the date of this Annual Report. 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 Annual Report and in documents incorporated by reference 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;

•the Corporation’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 Annual Report;

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

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

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

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

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

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

•the performance of the business and the operations and activities of the Corporation;

•the Corporation’s ability to generate cash flow from operations and from financing activities;

•the Corporation’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 Corporation’s recent and proposed acquisitions, and the Corporation’s ability to successfully integrate the operations of any business acquired within the business;

•the Corporation’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 intention of the Corporation to complete any additional offering of securities of the Corporation and the aggregate amount of the total proceeds that the Corporation will receive pursuant to a $19,000,000 senior secured credit facility with Connect First Credit Unition Ltd. (“connectFirst”), with an initial 5- year term, at connectFirst’s floor interest rate (the “September 2022 Credit Facility”), the loan agreement with a wholly owned subsidiary of Cronos Group Inc. (“Cronos”) to secure convertible debt with a principal amount of $30 million (the “Junior Secured Loan”), or any future offering;

•the Corporation’s expected use of the net proceeds from the September 2022 Credit Facility, the Junior Secured Loan, or any future offering;

•the anticipated effects of the September 2022 Credit Facility, the Junior Secured Loan or any future offering on the business and operations of the Corporation;

•the listing of common shares offered in any future offering; and

•the Corporation’s ability to generate cash flow from operations and from financing activities.

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 Annual Report 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, including, but not limited to, the assumptions that:

•current and future members of Management will abide by the business objectives and strategies from time to time established by the Corporation;

•the Corporation will retain and supplement its board of directors (“Board”) and management (“Management”), or otherwise engage consultants and advisors having knowledge of the industries (or segments thereof) within which the Corporation may from time to time participate;

•the Corporation will have sufficient working capital and the ability to obtain the financing required in order to develop and continue its business and operations;

•the Corporation will continue to attract, develop, motivate and retain highly qualified and skilled consultants or employees, as the case may be;

•no adverse changes will be made to the regulatory framework governing cannabis, taxes and all other applicable matters in the jurisdictions in which the Corporation conducts business and any other jurisdiction in which the Corporation may conduct business in the future;

•the Corporation will be able to generate cash flow from operations, including, where applicable, distribution and sale of cannabis and cannabis products;

•the Corporation will be able to execute on its business strategy as anticipated;

•the Corporation will be able to meet the requirements necessary to obtain or maintain authorizations required to conduct the business;

•general economic, financial, market, regulatory, and political conditions will not negatively affect the Corporation or its business;

•the Corporation will be able to successfully compete in the cannabis industry;

•cannabis prices will not decline materially;

•the Corporation will be able to effectively manage anticipated and unanticipated costs;

•the Corporation will be able to maintain internal controls over financial reporting and disclosure, and procedures in order to ensure compliance with applicable laws;

•the Corporation will be able to conduct its operations in a safe, efficient and effective manner;

•general market conditions will be favourable with respect to the Corporation’s future plans and goals;

•the Corporation will use the net proceeds from the September 2022 Credit Facility, the Junior Secured Loan or any future offering as outlined;

•the Corporation will list the common shares offered in any future offering;

•the Corporation will make interest payments for the September 2022 Credit Facility and the Junior Secured Loan;

•the September 2022 Credit Facility, the Junior Secured Loan or any future offering will have the anticipated effects on the business and operations of the Corporation;

•the Corporation will reach the anticipated sales from continuing operations;

•the Corporation will complete its proposed acquisitions;

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

•the Corporation will make meaningful increases to its revenue profile;

•the Corporation will continue to increase its revenue;

•the Corporation will hit its forecasted revenue and sales projections;

•the Corporation will complete the development of its cannabis retail stores; and

•the Corporation will continue to grow its online retail portfolio through further strategic and accretive acquisitions.

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 Corporation 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. Some of the risks that could cause results to differ materially from those expressed in forward-looking statements in this Annual Report and in documents incorporated by reference herein include:

•the Corporation’s inability to attract and retain qualified members of Management to grow the business and its operations;

•unanticipated changes in economic and market conditions or in applicable laws;

•the impact of the publications of inaccurate or unfavourable research by securities analysts or other third parties;

•the Corporation’s failure to complete future acquisitions or enter into strategic business relationships;

•interruptions or shortages in the supply of cannabis from time to time available to support the Corporation’s operations from time to time;

•unanticipated changes in the cannabis industry in the jurisdictions within which the Corporation may from time to time conduct its business and operations, including the Corporation’s inability to respond or adapt to such changes;

•the Corporation’s inability to secure or maintain favourable lease arrangements or the required authorizations necessary to conduct the business and operations and meet its targets;

•the Corporation’s inability to secure desirable retail cannabis store locations on favourable terms;

•risks relating to projections of the Corporation’s operations;

•the Corporation’s inability to effectively manage unanticipated costs and expenses, including costs and expenses associated with product recalls and judicial or administrative proceedings against the Corporation;

•the Corporation’s inability to list the common shares offered in any future offering;

•the Corporation’s failure to utilize the use of proceeds from the September 2022 Credit Facility, the Junior Secured Loan or any future offering as expected;

•the Corporation’s inability to make interest payments for the September 2022 Credit Facility or the Junior Secured Loan;

•the Corporation inability to complete its proposed acquisitions;

•same-store sales or consolidated gross margins will not increase, but decease or plateau;

•the Corporation will not hit its forecasted revenue and sales projections;

•the Corporation will be unable to increase its revenue, but that it will decease or plateau;

•the Corporation will be unable to continue to integrate and expand its CBD brands;

•the Corporation will be unable to complete the development of any or all of its cannabis retail stores;

•risks surrounding the legality of Delta-8 tetrahydrocannabinol (“Delta-8”) derived from the plant Cannabis sativa L. and any part of that plant, including the seeds thereof, and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a THC (as defined below) concentration of not more than 0.3% on a dry weight basis (“Hemp”);

•risks surrounding the uncertainty and legality of Delta-8 and Delta-9 tetrahydrocannabinol (“Delta-9” or “THC”) state to state;

•risks surrounding the legality of Delta-9 THC-A;

•risks surrounding the change to the federal definition of “Hemp” as contained in the Continuing Resolution and Appropriations Package (H.R. 5371), which may limit sales of the Corporation’s products;

•risk that the U.S. Drug Enforcement Administration (“DEA”) could consider Delta-8 tetrahydrocannabinol (“Delta-8”) products an illegal controlled substance under the Controlled Substance Act of 1970 (U.S.) (“U.S. CSA”) or Federal Analogue Act in the United States;

•risk that changes to state laws and regulations could render hemp products unlawful or significantly narrow the scope of permissible products;

•risk that that state or federal regulators or law enforcement could take the position that the Delta-8 and Delta-9 products or this in-process Hemp extract are/is a Schedule I controlled substance in violation of the U.S. CSA and similar State laws;

•risk that the Corporation’s Delta-9 products could be considered by state law enforcement and state regulators to be marijuana illegal under state laws criminalizing the possession, distribution, trafficking and sale of marijuana;

•risk that should the Corporation become subject to enforcement action by federal or state agencies, the Corporation could: (i) be forced to stop offering some or all of it Delta-8 and Delta-9 products or stop all business operations, (ii) be subject to other civil or criminal sanctions or (iii) be required to defend against such enforcement and if unsuccessful could cause the Corporation to cease its operations; and

•risk that enforcement or regulatory action at the United States federal or state level could adversely impact the listings of the common shares on the TSX Venture Exchange (“TSXV”) and the Nasdaq Stock market (“Nasdaq”).

Readers are cautioned that the foregoing list of factors are not exhaustive. The Corporation provides no assurance that forward-looking statements contained in this Annual Report and documents incorporated by reference herein will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements, and, in evaluating these forward-looking statements, readers should specifically consider various factors, including the risks outlined under the heading “Risk Factors” in the Annual Information Form, filed as Exhibit 99.1 to this Annual Report, and in the other documents incorporated by reference herein, which may cause actual results to differ materially from the results, performance or achievements of the Corporation expressed or implied by any forward-looking statements.

The forward-looking statements contained herein are made as of the date of this Annual Report and as of the date of the documents incorporated by reference herein, and except as required by applicable securities laws, the Corporation does not intend, and does not assume any obligation, to update these forward-looking statements.