High Tide Inc.

12. Notes payable

(i)In connection with the acquisition of Remexian, the Company entered into a vendor financing arrangement pursuant to which a portion of the purchase consideration was deferred and recorded as a note payable by the Company to the vendors. The vendor loan has a principal amount of $12,290. The vendor loan bears interest at a fixed rate of 7% per annum on the outstanding principal, with interest accruing annually and payable in January of the following calendar year. The Company may repay the vendor loan in whole or in part, at its discretion, subject to minimum repayment amounts of EUR 100,000 or multiples thereof, and provided that 60 days’ prior written notice is given to the vendor in the case of early repayment. The vendor loan is unsecured and is governed by the laws of the Federal Republic of Germany. There are no financial covenants attached to the vendor loan.

In accordance with IFRS 3 – Business Combinations, the vendor loan was initially recognized at its fair value of $9,007 at the acquisition date, with the difference between the principal amount and fair value included as part of the acquisition accounting. Subsequent to initial recognition, the vendor loan is measured in accordance with IFRS 9 – Financial Instruments, at amortized cost using the effective interest method. Accrued interest of $500 was recognized within trade and other payables. No principal repayments were made during the nine months ended July 31, 2026 (July 31, 2025: nil).

(ii)In connection with the acquisition of Northern Helm, the Company assumed three vendor take-back (“VTB”) promissory notes that had been issued in connection with prior acquisitions undertaken by the acquired entities. The VTB notes are repayable in monthly installments over their respective remaining contractual terms of up to 48 months and may be prepaid, in whole or in part, at any time without notice to, or consent of, the vendors and without bonus or penalty. The notes are secured by pledges of shares of the respective acquired entities and are governed by the laws of the Province of Ontario and the applicable laws of Canada.

The notes have an aggregate principal amount of $3,057 at the time of acquisition and bear interest at a fixed rate of 2% per annum. In accordance with IFRS 3 – Business Combinations, the VTB loans were recognized at $2,885 as liabilities assumed at their acquisition-date fair values. Subsequent to initial recognition, the VTB loans are measured in accordance with IFRS 9 – Financial Instruments at amortized cost using the effective interest method. As at July 31, 2026, outstanding balance was $2,885, of which $828 was classified as current and $2,057 as non-current. No principal repayments were made during the nine months ended July 31, 2026 (July 31, 2025: nil).

(iii)Remexian, a subsidiary of the Company, entered into a fixed-rate installment term loan with an unrelated party bank on March 31, 2025, with an original principal of $3,885 (EUR 2.5 million) and final maturity on March 31, 2030. The loan bears interest at a fixed rate of 4.82% per annum, calculated using a 360-day year, with quarterly repayments of principal $200 (EUR 0.125 million) and accrued interest, commencing June 30, 2025; contractual interest accrues over the term of the loan and is payable at maturity. The loan is denominated in Euros and translated into Canadian dollars using the closing exchange rate at the reporting date in accordance with IAS 21 and is measured at amortized cost under IFRS 9. The loan is secured by a transfer of ownership of inventory and an assignment of related insurance claims and is further supported by maximum amount guarantees of $932 (EUR 0.6 million) provided by the two largest non-controlling interest owners of Remexian. Following the acquisition of Remexian, the Company placed $488 (EUR 0.3 million) in escrow with a notary in respect of potential security claims. Financial covenants include a minimum equity ratio of 25% and a maximum net debt ratio of 3.0, all of which were met as at July 31, 2026.

High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months and nine months ended July 31, 2026 and 2025

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

As at July 31, 2026, principal outstanding was $3,028, of which $807 was classified as current and $2,221 as non-current. Accrued interest of $12 was recognized separately within trade and other payables. During the nine months ended July 31, 2026, principal repayments of $606 (July 31, 2025: nil) were made.

(iv)A total of EUR 700 was advanced to Remexian in 2024, prior to the Company’s acquisition of Remexian. As at July 31, 2026, principal outstanding under these loans totaled $356 (EUR 220), which was classified as current. The unsecured loans contain no financial covenants, are subordinated to all other third-party claims, bear fixed interest at an average rate of 10% per annum, and are classified within current notes payable based on their repayment schedules. These borrowings are measured at amortized cost. During the nine months ended July 31, 2026, principal repayments of $371 (July 31, 2025: nil) were made.