EX-99.162 10 ea138495ex99-162_hightide.htm CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JANUARY 31, 2021 AND 2020

Exhibit 99.162

Condensed Interim Consolidated
Financial Statements

For the three months ended January 31, 2021 and 2020

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

(Unaudited)

| High Tide Inc. Condensed Interim Consolidated Financial Statement For the three months ended January 31, 2021 and 2020

Condensed Interim Consolidated Financial Statements for the three months ended January 31, 2021 and 2020.

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 Corporation.

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

2

| High Tide Inc. Condensed Interim Consolidated Statements of Financial Position As at January 31, 2021 and October 31, 2020 (Unaudited – In thousands of Canadian dollars)

|  | Notes |  | 2021 |  |  | 2020 |
|  |  |  | $ |  |  | $ |
Assets |  |  |  |  |  |  |  |
Current assets |  |  |  |  |  |  |  |
Cash |  |  |  | 16,576 |  |  | 7,524 |
Marketable securities |  | 16 |  |  | 851 |  |  |  | 50 |
Trade and other receivables |  | 8 |  |  | 3,452 |  |  |  | 2,861 |
Inventory |  |  |  |  | 9,723 |  |  |  | 5,702 |
Prepaid expenses and deposits |  | 7 |  |  | 4,406 |  |  |  | 3,070 |
Current portion of loans receivable |  |  |  |  | 1,464 |  |  |  | 74 |
Total current assets |  |  |  |  | 36,472 |  |  |  | 19,281 |
Non-current assets |  |  |  |  |  |  |  |  |  |
Loans receivable |  |  |  |  | 230 |  |  |  | 230 |
Property and equipment |  | 6 |  |  | 20,579 |  |  |  | 13,085 |
Net Invesment - Lease |  | 19 |  |  | 1,827 |  |  |  | 1,716 |
Right-of-use assets, net |  | 19 |  |  | 27,510 |  |  |  | 16,413 |
Long term prepaid expenses and deposits |  | 7 |  |  | 1,474 |  |  |  | 809 |
Deferred tax asset |  |  |  |  | 250 |  |  |  | 250 |
Intangible assets and goodwill |  | 3, 5 |  |  | 78,232 |  |  |  | 18,027 |
Total non-current assets |  |  |  |  | 130,102 |  |  |  | 50,530 |
Total assets |  |  |  |  | 166,574 |  |  |  | 69,811 |
Liabilities Current liabilities |  |  |  |  |  |  |  |  |  |
Accounts payable and accrued liabilities |  |  |  |  | 9,071 |  |  |  | 6,421 |
Notes payable current |  | 11 |  |  | 4,098 |  |  |  | 1,939 |
Deferred liability |  |  |  |  | 1,704 |  |  |  | 1,700 |
Current portion of convertible debentures |  | 10 |  |  | 15,494 |  |  |  | 14,446 |
Current portion of lease liabilities |  | 19 |  |  | 5,152 |  |  |  | 2,194 |
Derivative liability |  | 14 |  |  | 11,453 |  |  |  | 764 |
Total current liabilities |  |  |  |  | 46,972 |  |  |  | 27,464 |
Non-current liabilities |  |  |  |  |  |  |  |  |  |
Notes payable |  | 11 |  |  | 12,311 |  |  |  | 2,536 |
Convertible debentures |  | 10 |  |  | 24,031 |  |  |  | 11,376 |
Lease liabilities |  | 19 |  |  | 23,477 |  |  |  | 14,474 |
Long term contract liability |  |  |  |  | 47 |  |  |  | 53 |
Deferred tax liability |  |  |  |  | 5,937 |  |  |  | 2,185 |
Total non-current liabilities |  |  |  |  | 65,803 |  |  |  | 30,624 |
Total liabilities |  |  |  |  | 112,775 |  |  |  | 58,088 |
Shareholders’ equity |  |  |  |  |  |  |  |  |  |
Share capital |  | 12 |  |  | 76,486 |  |  |  | 32,552 |
Warrants |  | 14 |  |  | 4,358 |  |  |  | 5,796 |
Contributed surplus |  |  |  |  | 9,865 |  |  |  | 4,704 |
Convertible debentures – equity |  | 10 |  |  | 10,916 |  |  |  | 1,965 |
Accumulated other comprehensive income |  |  |  |  | (382 | ) |  |  | (487 | )
Accumulated deficit |  |  |  |  | (51,228 | ) |  |  | (34,359 | )
Equity attributable to owners of the Company |  |  |  |  | 50,015 |  |  |  | 10,171 |
Non-controlling interest |  | 21 |  |  | 3,784 |  |  |  | 1,552 |
Total shareholders’ equity |  |  |  |  | 53,799 |  |  |  | 11,723 |
Total liabilities and shareholders’ equity |  |  |  |  | 166,574 |  |  |  | 69,811 |

3

| High Tide Inc. Condensed Interim Consolidated Statements of Comprehensive Loss For the three months ended January 31, 2021 and 2020 (Unaudited – In thousands of Canadian dollars)

|  | Notes |  | 2021 |  |  | 2020 |
|  |  |  | $ |  |  | $ |
Revenue |  |  |  |  |  |  |  |
Merchandise sales |  |  |  |  | 36,286 |  |  |  | 13,007 |
Royalty revenue |  |  |  |  | 46 |  |  |  | 583 |
Other revenue |  |  |  |  | 1,987 |  |  |  | 125 |
Total Revenue |  | 4 |  |  | 38,319 |  |  |  | 13,715 |
Cost of sales |  |  |  |  | (23,551 | ) |  |  | (8,922 | )
Gross profit |  |  |  |  | 14,768 |  |  |  | 4,793 |
Expenses |  |  |  |  |  |  |  |  |  |
Salaries, wages and benefits |  |  |  |  | (5,850 | ) |  |  | (3,174 | )
Share-based compensation |  | 13 |  |  | (553 | ) |  |  | (27 | )
General and administration |  |  |  |  | (2,908 | ) |  |  | (1,446 | )
Professional fees |  |  |  |  | (1,136 | ) |  |  | (764 | )
Advertising and promotion |  |  |  |  | (71 | ) |  |  | (87 | )
Depreciation and amortization |  | 5,6,19 |  |  | (6,094 | ) |  |  | (1,269 | )
Interest and bank charges |  |  |  |  | (201 | ) |  |  | (143 | )
Total expenses |  |  |  |  | (16,813 | ) |  |  | (6,910 | )
Loss from operations |  |  |  |  | (2,045 | ) |  |  | (2,117 | )
Other income (expenses) |  |  |  |  |  |  |  |  |  |
Loss on extinguishment of debenture |  | 10 |  |  | (516 | ) |  |  | - |
Debt restructuring gain |  | 11 |  |  | 1,145 |  |  |  | - |
Revaluation of marketable securities |  |  |  |  | 15 |  |  |  | - |
Finance and other costs |  | 9 |  |  | (4,283 | ) |  |  | (2,356 | )
Revaluation of derivative liability |  | 10,14 |  |  | (10,484 | ) |  |  | 439 |
Foreign exchange gain (loss) |  |  |  |  | (89 | ) |  |  | 4 |
Total other expenses |  |  |  |  | (14,212 | ) |  |  | (1,913 | )
Loss before taxes |  |  |  |  | (16,257 | ) |  |  | (4,030 | )
Deferred Income tax (expense) recovery |  |  |  |  | (588 | ) |  |  | 85 |
Net loss |  |  |  |  | (16,845 | ) |  |  | (3,945 | )
Other comprehensive income (loss) |  |  |  |  |  |  |  |  |  |
Translation difference on foreign subsidary |  |  |  |  | 105 |  |  |  | 68 |
Total comprehensive loss |  |  |  |  | (16,740 | ) |  |  | (3,877 | )
Net income (loss) and comprehensive income (loss) attributable to: |  |  |  |  |  |  |  |  |  |
Owners of the Company |  |  |  |  | (16,764 | ) |  |  | (3,890 | )
Non-controlling interest |  |  |  |  | 24 |  |  |  | 3 |
|  |  |  |  | (16,740 | ) |  |  | (3,887 | )
Loss per share |  |  |  |  |  |  |  |  |  |
Basic |  | 15 |  |  | (0.04 | ) |  |  | (0.02 | )
Diluted |  | 15 |  |  | (0.02 | ) |  |  | (0.02 | )

Subsequent Events (Note 22)

4

| High Tide Inc. Condensed Interim Consolidated Statements of Changes in Equity (Unaudited – In thousands of Canadian dollars)

|  | Note |  | Share capital |  |  | Warrants |  |  | Contributed surplus |  |  | Equity portion of convertible debt |  |  | Accumulated other comprehensive income (loss) |  |  | Accumulated deficit |  |  | Attributable to owners of the Company |  |  | NCI |  |  | Total |
|  |  |  | $ |  |  | $ |  |  | $ |  |  | $ |  |  | $ |  |  | $ |  |  | $ |  |  | $ |  |  | $ |
Opening balance, November 1, 2019 |  |  |  |  | 26,283 |  |  |  | 6,609 |  |  |  | 2,119 |  |  |  | 1,637 |  |  |  | (366 | ) |  |  | (26,696 | ) |  |  | 9,586 |  |  |  | (179 | ) |  |  | 9,407 |
Fee paid in shares |  |  |  |  | 182 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 182 |  |  |  | - |  |  |  | 182 |
Warrants |  |  |  |  | - |  |  |  | 1,543 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,543 |  |  |  | - |  |  |  | 1,543 |
Share-based compensation |  |  |  |  | - |  |  |  | - |  |  |  | 27 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 27 |  |  |  | - |  |  |  | 27 |
Equity portion of convertible debentures |  |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 91 |  |  |  | - |  |  |  | - |  |  |  | 91 |  |  |  | - |  |  |  | 91 |
Cumulative translation adjustment |  |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 68 |  |  |  | - |  |  |  | 68 |  |  |  | - |  |  |  | 68 |
Prepaid Interest paid in shares |  |  |  |  | 612 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 612 |  |  |  | - |  |  |  | 612 |
Purchase of minority interest - KushBar Inc. |  |  |  |  | 500 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (695 | ) |  |  | (195 | ) |  |  | 187 |  |  |  | (8 | )
Acquisition - 2680495 Ontario Inc. |  |  |  |  | 1,048 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,048 |  |  |  | - |  |  |  | 1,048 |
Acquisition - Saturninus Partners |  |  |  |  | 1,064 |  |  |  | 316 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,380 |  |  |  | 930 |  |  |  | 2,310 |
Comprehensive loss for the period |  |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (3,948 | ) |  |  | (3,948 | ) |  |  | 3 |  |  |  | (3,945 | )
Balance, January 31, 2020 |  |  |  |  | 29,689 |  |  |  | 8,468 |  |  |  | 2,146 |  |  |  | 1,728 |  |  |  | (298 | ) |  |  | (31,339 | ) |  |  | 10,393 |  |  |  | 941 |  |  |  | 11,334 |
Opening balance, October 31, 2020 |  |  |  |  | 32,552 |  |  |  | 5,796 |  |  |  | 4,704 |  |  |  | 1,965 |  |  |  | (487 | ) |  |  | (34,359 | ) |  |  | 10,171 |  |  |  | 1,552 |  |  |  | 11,723 |
Acquisition - Meta Growth |  | 3 |  |  | 35,290 |  |  |  | 2,739 |  |  |  | 240 |  |  |  | 9,008 |  |  |  | - |  |  |  | - |  |  |  | 47,277 |  |  |  | 2,208 |  |  |  | 49,485 |
Prepaid Interest paid in shares |  |  |  |  | 1,458 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,458 |  |  |  | - |  |  |  | 1,458 |
Share-based compensation |  | 13 |  |  | - |  |  |  | - |  |  |  | 553 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 553 |  |  |  | - |  |  |  | 553 |
Equity portion of convertible debentures |  | 10 |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 133 |  |  |  | - |  |  |  | - |  |  |  | 133 |  |  |  | - |  |  |  | 133 |
Excersie options |  | 13 |  |  | 13 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 13 |  |  |  | - |  |  |  | 13 |
Warrants expired |  | 14 |  |  | - |  |  |  | (3,946 | ) |  |  | 3,946 |  |  |  |  |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Issued to pay fees in shares |  |  |  |  | 174 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 174 |  |  |  | - |  |  |  | 174 |
Conversion of convertible debentures |  |  |  |  | 6,759 |  |  |  | - |  |  |  | 394 |  |  |  | (190 | ) |  |  | - |  |  |  | - |  |  |  | 6,963 |  |  |  | - |  |  |  | 6,963 |
Warrants |  | 14 |  |  | 240 |  |  |  | (231 | ) |  |  | 28 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 37 |  |  |  | - |  |  |  | 37 |
Cumulative translation adjustment |  |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 105 |  |  |  | - |  |  |  | 105 |  |  |  | - |  |  |  | 105 |
Comprehensive loss for the period |  |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (16,869 | ) |  |  | (16,869 | ) |  |  | 24 |  |  |  | (16,845 | )
Balance, January 31, 2021 |  |  |  |  | 76,486 |  |  |  | 4,358 |  |  |  | 9,865 |  |  |  | 10,916 |  |  |  | (382 | ) |  |  | (51,228 | ) |  |  | 50,015 |  |  |  | 3,784 |  |  |  | 53,799 |

5

| High Tide Inc. Condensed Interim Consolidated Statements of Cash Flows For the three months ended January 31, 2021 and 2020 (Unaudited – In thousands of Canadian dollars)

|  | Notes |  | 2021 |  |  | 2020 |
|  |  |  | $ |  |  | $ |
Operating activities |  |  |  |  |  |  |  |
Net loss |  |  |  |  | (16,845 | ) |  |  | (3,945 | )
Adjustments for items not effecting cash and cash equivalents |  |  |  |  |  |  |  |  |  |
Income tax expense (recovery) |  |  |  |  | 588 |  |  |  | (85 | )
Accretion expense |  |  |  |  | 1,584 |  |  |  | 1,252 |
Fee for services and interest paid in shares and warrants |  | 12 |  |  | 1,632 |  |  |  | 1,358 |
Acquisition costs paid in shares |  |  |  |  | - |  |  |  | 600 |
Depreciation and amortization |  | 5,6,19 |  |  | 6,094 |  |  |  | 1,269 |
Revaluation of derivative liability |  | 10,14 |  |  | 10,484 |  |  |  | 439 |
Debt restructuing gain |  | 11 |  |  | (1,145 | ) |  |  | - |
Foreign exchange loss |  |  |  |  | 89 |  |  |  | (4 | )
Share-based compensation |  | 13 |  |  | 553 |  |  |  | 27 |
Loss on settlement of convertible debentures |  | 10 |  |  | 516 |  |  |  | - |
Revaluation of marketable securities |  |  |  |  | (15 | ) |  |  | - |
|  |  |  |  | 3,535 |  |  |  | 911 |
Changes in non-cash working capital |  |  |  |  |  |  |  |  |  |
Trade and other receivables |  |  |  |  | 1,423 |  |  |  | (171 | )
Inventory |  |  |  |  | (474 | ) |  |  | 499 |
Prepaid expenses and deposits |  |  |  |  | 1,128 |  |  |  | 128 |
Accounts payable and accrued liabilities |  |  |  |  | (4,165 | ) |  |  | (1,529 | )
Contract liability |  |  |  |  | - |  |  |  | (44 | )
Net cash provided by (used in) operating activities |  |  |  |  | 1,447 |  |  |  | (206 | )
Investing activities |  |  |  |  |  |  |  |  |  |
Purchase of property and equipment |  | 6 |  |  | (1,667 | ) |  |  | (372 | )
Purchase of intangible assets |  | 5 |  |  | (24 | ) |  |  | (132 | )
Loans receivables |  |  |  |  | (292 | ) |  |  | 17 |
Cash paid for business combination, net of cash acquired |  | 3 |  |  | 10,209 |  |  |  | (2,284 | )
Net cash provided by (used in) investing activities |  |  |  |  | 8,226 |  |  |  | (2,771 | )
Financing activities |  |  |  |  |  |  |  |  |  |
Repayment of finance lease obligations |  |  |  |  | (11 | ) |  |  | (2 | )
Proceeds from convertible debentures net of issue costs |  | 10 |  |  | 980 |  |  |  | 8,855 |
Repayment of convertible debentures |  |  |  |  | - |  |  |  | (1,500 | )
Interest paid on debentures and loans |  |  |  |  | (742 | ) |  |  | (114 | )
Lease liability payments |  | 19 |  |  | (1,088 | ) |  |  | (969 | )
Warrants exercised |  | 14 |  |  | 240 |  |  |  | - |
Net cash provided by (used in) financing activities |  |  |  |  | (621 | ) |  |  | 6,270 |
Net increase in cash |  |  |  |  | 9,052 |  |  |  | 3,293 |
Cash, beginning of period |  |  |  |  | 7,524 |  |  |  | 806 |
Cash, end of period |  |  |  |  | 16,576 |  |  |  | 4,099 |

6

| High Tide Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended January 31, 2021 and 2020 (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 enhanced by the manufacturing and distribution of consumption accessories. The Company’s shares are listed on the TSX Venture Exchange (“TSXV”) under the symbol “HITI”, the Frankfurt Stock Exchange (“FSE”) under the securities identification code ‘WKN: A2PBPS’ and the ticker symbol “2LY”, and on the OTCQB Market (“OTCQB”) under the symbol “HITIF”. The address of the Company’s corporate and registered office is # 120 – 4954 Richard Road SW, Calgary, Alberta T3E 6L1.

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

COVID-19

The Company’s business could be significantly adversely affected by the effects of the recent outbreak of novel coronavirus (“COVID-19”). Several significant measures have been implemented in Canada and the rest of the world in response to the increased impact from COVID-19. The Company cannot accurately predict the impact COVID-19 will have on third parties’ ability to meet their obligations with the Company, including due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In particular, the continued spread of COVID-19 globally could materially and adversely impact the Company’s business including without limitation, employee health, workplace productivity, and other factors that will depend on future developments beyond the Company’s control. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries resulting in an economic downturn that could negatively impact the Company’s financial position, financial performance, cash flows, and its ability to raise capital. Since the initial outset of the pandemic, the Company did not experience a significant decline in sales for most of the operating businesses.

| 2. | Accounting Policies

| A. | Basis of Preparation

These condensed interim consolidated financial statements (“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 consolidated financial statements of the Company for the year ended October 31, 2020 which are available on SEDAR at www.sedar.com.

For comparative purposes, the Company has reclassified certain immaterial items on the comparative condensed interim consolidated statement of financial position and the condensed interim consolidated statement of comprehensive income (loss) to conform with current period’s presentation.

These condensed interim consolidated financial statements were approved and authorized for issue by the Board of Directors on March 31, 2021

| B. | Use of estimates

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 remain the same as those applied to the consolidated financial statements for the year ended October 31, 2020.

7

| High Tide Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended January 31, 2021 and 2020 (Unaudited – In thousands of Canadian dollars, except share and per share amounts)

| 3. | 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. | Meta Growth Corp. Acquisition

Total consideration |  | $ |
Common shares |  |  | 35,290 |
Conversion feature of convertible debt |  |  | 9,008 |
Warrants |  |  | 2,739 |
Options |  |  | 86 |
Restricted stock units |  |  | 154 |
|  |  | 47,277 |
Purchase price allocation |  |  |  |
Cash and cash equivalents |  |  | 10,209 |
Trade and other receivables |  |  | 2,014 |
Inventory |  |  | 3,547 |
Prepaid expenses |  |  | 3,129 |
Marketable securities |  |  | 635 |
Notes receivable |  |  | 312 |
Property and equipment |  |  | 6,850 |
Loan receivable |  |  | 756 |
Intangible assets - license |  |  | 61,800 |
Right of use asset |  |  | 12,490 |
Goodwill |  |  | 2,099 |
Non-controlling interest |  |  | (2,208 | )
Accounts payable and accrued liabilities |  |  | (6,336 | )
Lease liability |  |  | (12,887 | )
Convertible debenture |  |  | (18,809 | )
Notes payable |  |  | (13,326 | )
Deferred tax liability |  |  | (2,998 | )
|  |  | 47,277 |

On November 18, 2020, the Company closed the acquisition of 100% of the outstanding common shares of Meta Growth Corp (“Meta Growth” or “META”). Pursuant to the terms of the Arrangement, holders of common shares of META (“META Shares“) received 0.824 (the “Exchange Ratio“) High Tide Shares for each META Share held. In total, High Tide acquired 237,941,274 META Shares in exchange for 196,063,610 High Tide Shares, resulting in former META shareholders holding approximately 45.0% of the total number of issued and outstanding High Tide Shares.

In accordance with IFRS 3, Business Combinations (“IFRS 3”), the substance of this transaction constituted a business combination. Management is in the process of gathering the relevant information that existed at the acquisition date to determine the fair value of the net identifiable assets acquired. As such, the initial purchase price was provisionally allocated based on the Company's estimated fair value of the identifiable assets acquired on the acquisition date. The values assigned are, therefore, preliminary and subject to change. Management continues to refine and finalize its purchase price allocation for the fair value of identifiable intangible assets, property plant and equipment, right of use asset, non-controlling interest, income taxes and the allocation of goodwill. The goodwill is primarily related to the opportunities to grow the retail cannabis business, expanded access to capital and greater financial flexibility. For the three months ended January 31, 2021, Meta Growth accounted for $14,506 in revenues and $243 in net income. If the acquisition had been completed on November 1, 2020, the Company estimates it would have recorded an increase of $3,422 in revenues and an increase of $401 in net loss for the three months ended January 31, 2021. The Company also incurred $1,354 in transaction costs, which have been expensed to finance and other costs during the period.

8

| High Tide Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended January 31, 2021 and 2020 (Unaudited – In thousands of Canadian dollars, except share and per share amounts)

| 4. | Revenue from Contracts with Customers

For the three months ended January 31, 2021 |  | Retail |  |  | Wholesale |  |  | Corporate |  |  | Total |
|  | $ |  |  | $ |  |  | $ |  |  | $ |
Primary geographical markets (i) |  |  |  |  |  |  |  |  |  |  |  |
Canada |  |  | 33,282 |  |  |  | 908 |  |  |  | 11 |  |  |  | 34,201 |
USA |  |  | 3,266 |  |  |  | 643 |  |  |  | - |  |  |  | 3,909 |
International |  |  | 209 |  |  |  | - |  |  |  | - |  |  |  | 209 |
Total revenue |  |  | 36,757 |  |  |  | 1,551 |  |  |  | 11 |  |  |  | 38,319 |
Major products and services |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cannabis |  |  | 30,377 |  |  |  | - |  |  |  | - |  |  |  | 30,377 |
Smoking accessories |  |  | 4,382 |  |  |  | 1,527 |  |  |  | - |  |  |  | 5,909 |
Franchise royalties and fees |  |  | 36 |  |  |  | - |  |  |  | 10 |  |  |  | 46 |
Data analytics services |  |  | 1,488 |  |  |  | - |  |  |  | - |  |  |  | 1,488 |
Other revenue |  |  | 474 |  |  |  | 24 |  |  |  | 1 |  |  |  | 499 |
Total revenue |  |  | 36,757 |  |  |  | 1,551 |  |  |  | 11 |  |  |  | 38,319 |
Timing of revenue recognition |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Transferred at a point in time |  |  | 36,757 |  |  |  | 1,551 |  |  |  | 11 |  |  |  | 38,319 |
Total revenue |  |  | 36,757 |  |  |  | 1,551 |  |  |  | 11 |  |  |  | 38,319 |

For the three months ended January 31, 2020 |  | Retail |  |  | Wholesale |  |  | Corporate |  |  | Total |
|  | $ |  |  | $ |  |  | $ |  |  | $ |
Primary geographical markets (i) |  |  |  |  |  |  |  |  |  |  |  |
Canada |  |  | 10,768 |  |  |  | 871 |  |  |  | 217 |  |  |  | 11,856 |
USA |  |  | 1,193 |  |  |  | 507 |  |  |  | - |  |  |  | 1,700 |
International |  |  | 159 |  |  |  | - |  |  |  | - |  |  |  | 159 |
Total revenue |  |  | 12,120 |  |  |  | 1,378 |  |  |  | 217 |  |  |  | 13,715 |
Major products and services |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cannabis |  |  | 9,024 |  |  |  | - |  |  |  | - |  |  |  | 9,024 |
Smoking accessories |  |  | 2,663 |  |  |  | 1,320 |  |  |  | - |  |  |  | 3,983 |
Franchise royalties and fees |  |  | 376 |  |  |  | - |  |  |  | 207 |  |  |  | 583 |
Interest and other revenue |  |  | 57 |  |  |  | 58 |  |  |  | 10 |  |  |  | 125 |
Total revenue |  |  | 12,120 |  |  |  | 1,378 |  |  |  | 217 |  |  |  | 13,715 |
Timing of revenue recognition |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Transferred at a point in time |  |  | 12,120 |  |  |  | 1,378 |  |  |  | 217 |  |  |  | 13,715 |
Total revenue |  |  | 12,120 |  |  |  | 1,378 |  |  |  | 217 |  |  |  | 13,715 |

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

9

| High Tide Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended January 31, 2021 and 2020 (Unaudited – In thousands of Canadian dollars, except share and per share amounts)

| 5. | Intangible Assets and Goodwill

|  | Software |  |  | Licenses |  |  | Lease buy-out |  |  | Brand Name |  |  | Goodwill |  |  | Total |
Cost |  | $ |  |  | $ |  |  | $ |  |  | $ |  |  | $ |  |  | $ |
Balance, October 31, 2019 |  |  | 1,848 |  |  |  | 2,594 |  |  |  | 2,557 |  |  |  | 1,539 |  |  |  | 4,466 |  |  |  | 13,004 |
Transition adjustment - IFRS 16 |  |  | - |  |  |  | - |  |  |  | (2,557 | ) |  |  | - |  |  |  | - |  |  |  | (2,557 | )
Additions |  |  | 474 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 474 |
Additions from business combinations |  |  | - |  |  |  | 7,382 |  |  |  | - |  |  |  | - |  |  |  | 1,896 |  |  |  | 9,278 |
Balance, October 31, 2020 |  |  | 2,322 |  |  |  | 9,976 |  |  |  | - |  |  |  | 1,539 |  |  |  | 6,362 |  |  |  | 20,199 |
Additions |  |  | 24 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 24 |
Additions from business combinations (Note 3) |  |  | - |  |  |  | 61,800 |  |  |  | - |  |  |  | - |  |  |  | 2,099 |  |  |  | 63,899 |
Balance, January 31, 2021 |  |  | 2,346 |  |  |  | 71,776 |  |  |  | - |  |  |  | 1,539 |  |  |  | 8,461 |  |  |  | 84,122 |
Accumulated depreciation |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance, October 31, 2019 |  |  | 111 |  |  |  | 75 |  |  |  | 191 |  |  |  | - |  |  |  | - |  |  |  | 377 |
Transition adjustment - IFRS 16 |  |  | - |  |  |  | - |  |  |  | (191 | ) |  |  | - |  |  |  | - |  |  |  | (191 | )
Amortization |  |  | 495 |  |  |  | 1,113 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,608 |
Balance, October 31, 2020 |  |  | 606 |  |  |  | 1,188 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,794 |
Amortization |  |  | 98 |  |  |  | 3,614 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 3,712 |
Balance, January 31, 2021 |  |  | 704 |  |  |  | 4,802 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,506 |
Foreign currency translation |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance, October 31, 2019 |  |  | 60 |  |  |  | - |  |  |  | - |  |  |  | 57 |  |  |  | 336 |  |  |  | 453 |
Recorded in other comprehensive loss |  |  | (20 | ) |  |  | - |  |  |  | - |  |  |  | (20 | ) |  |  | (35 | ) |  |  | (75 | )
Balance, October 31, 2020 |  |  | 40 |  |  |  | - |  |  |  | - |  |  |  | 37 |  |  |  | 301 |  |  |  | 378 |
Recorded in other comprehensive loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 6 |  |  |  | 6 |
Balance, January 31, 2021 |  |  | 40 |  |  |  | - |  |  |  | - |  |  |  | 37 |  |  |  | 307 |  |  |  | 384 |
Net book value |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance, October 31, 2019 |  |  | 1,677 |  |  |  | 2,519 |  |  |  | 2,366 |  |  |  | 1,482 |  |  |  | 4,130 |  |  |  | 12,174 |
Balance, October 31, 2020 |  |  | 1,676 |  |  |  | 8,788 |  |  |  | - |  |  |  | 1,502 |  |  |  | 6,061 |  |  |  | 18,027 |
Balance, January 31, 2021 |  |  | 1,602 |  |  |  | 66,974 |  |  |  | - |  |  |  | 1,502 |  |  |  | 8,154 |  |  |  | 78,232 |

| 6. | Property and Equipment

|  | Office equipment and computers |  |  | Leasehold improvements |  |  | Vehicles |  |  | Buildings |  |  | Total |
|  | $ |  |  | $ |  |  | $ |  |  | $ |  |  | $ |
Cost |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance, October 31, 2019 |  |  | 452 |  |  |  | 10,505 |  |  |  | 167 |  |  |  | 2,800 |  |  |  | 13,924 |
Additions |  |  | 306 |  |  |  | 1,989 |  |  |  | - |  |  |  | - |  |  |  | 2,295 |
Additions from business combinations |  |  | 31 |  |  |  | 1,180 |  |  |  | - |  |  |  | - |  |  |  | 1,211 |
Impairment loss |  |  | (11 | ) |  |  | (694 | ) |  |  | - |  |  |  | - |  |  |  | (705 | )
Balance, October 31, 2020 |  |  | 778 |  |  |  | 12,980 |  |  |  | 167 |  |  |  | 2,800 |  |  |  | 16,725 |
Additions |  |  | 154 |  |  |  | 1,513 |  |  |  | - |  |  |  | - |  |  |  | 1,667 |
Additions from business combinations (Note 3) |  |  | 1,620 |  |  |  | 5,230 |  |  |  | - |  |  |  | - |  |  |  | 6,850 |
Balance, January 31, 2021 |  |  | 2,552 |  |  |  | 19,723 |  |  |  | 167 |  |  |  | 2,800 |  |  |  | 25,242 |
Accumulated depreciation |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance, October 31, 2019 |  |  | 127 |  |  |  | 1,265 |  |  |  | 148 |  |  |  | 2 |  |  |  | 1,542 |
Depreciation |  |  | 125 |  |  |  | 1,953 |  |  |  | 10 |  |  |  | 10 |  |  |  | 2,098 |
Balance, October 31, 2020 |  |  | 252 |  |  |  | 3,218 |  |  |  | 158 |  |  |  | 12 |  |  |  | 3,640 |
Depreciation |  |  | 232 |  |  |  | 787 |  |  |  | 2 |  |  |  | 2 |  |  |  | 1,023 |
Balance, January 31, 2021 |  |  | 484 |  |  |  | 4,005 |  |  |  | 160 |  |  |  | 14 |  |  |  | 4,663 |
Net book value |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance, October 31, 2019 |  |  | 325 |  |  |  | 9,240 |  |  |  | 19 |  |  |  | 2,798 |  |  |  | 12,382 |
Balance, October 31, 2020 |  |  | 526 |  |  |  | 9,762 |  |  |  | 9 |  |  |  | 2,788 |  |  |  | 13,085 |
Balance, October 31, 2021 |  |  | 2,068 |  |  |  | 15,718 |  |  |  | 7 |  |  |  | 2,786 |  |  |  | 20,579 |

10

| High Tide Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended January 31, 2021 and 2020 (Unaudited – In thousands of Canadian dollars, except share and per share amounts)

| 7. | Prepaid expenses and deposits

As at |  | January 31, 2021 |  |  | October 31, 2020 |
|  | $ |  |  | $ |
Deposits on cannabis retail outlets |  |  | 816 |  |  |  | 809 |
Prepaid insurance and other |  |  | 2,916 |  |  |  | 311 |
Prepayment on inventory |  |  | 2,148 |  |  |  | 2,759 |
Total |  |  | 5,880 |  |  |  | 3,879 |
Less current portion |  |  | (4,406 | ) |  |  | (3,070 | )
Long-term |  |  | 1,474 |  |  |  | 809 |

| 8. | Trade and other receivables

As at |  | January 31, 2021 |  |  | October 31, 2020 |
|  | $ |  |  | $ |
Trade accounts receivable |  |  | 3,372 |  |  |  | 2,673 |
Sales tax receivable |  |  | 80 |  |  |  | 188 |
Total |  |  | 3,452 |  |  |  | 2,861 |

| 9. | Finance and other costs

Finance and other costs are comprised of the following:

|  | 2021 |  |  | 2020 |
|  | $ |  |  | $ |
Accretion expense |  |  | 804 |  |  |  | 824 |
Interest on convertible debenture |  |  | 1,021 |  |  |  | 583 |
Interest on notes payable |  |  | 297 |  |  |  | 82 |
Accretion notes payable |  |  | 111 |  |  |  | 21 |
Accretion of lease liability |  |  | 469 |  |  |  | 224 |
Transaction cost |  |  | 227 |  |  |  | 22 |
Acquisition costs |  |  | 1,354 |  |  |  | 600 |
Total |  |  | 4,283 |  |  |  | 2,356 |

11

| High Tide Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended January 31, 2021 and 2020 (Unaudited – In thousands of Canadian dollars, except share and per share amounts)

| 10. | Convertible Debentures

| i. | On November 28, 2018, the Company entered into an agreement for a brokered private placement for the sale of up to 20,000 unsecured convertible debentures of the Company, at a price of $1 per debenture for gross proceeds of up to $20,000. The debentures bear interest at a rate of 8.5% per annum, payable on the last business day of each calendar quarter. The debentures are convertible to common shares of the Company at a price of $0.75 per common share and mature two years from the closing of the offering. The first closing occurred on December 13, 2018 issuing 11,330 debentures at a price of $1 per debenture for gross proceeds of $11,330. The company incurred $618 in issue costs in relation to the first closing which included the 504,733 broker warrants valued at $93 using Black-Scholes model with the following assumptions: stock price of $0.36; expected life of 2 years; $Nil dividends; 130% volatility; and risk-free interest rate of 1.60%. Each broker warrant is exercisable for one common share of the Company at a price of $0.75 per share until December 11, 2020. Management calculated the fair value of the liability component as $8,907 using a discount rate of 22%, with the residual amount of $2,422 net of deferred tax of $654 being allocated to the conversion feature recorded in equity. The Company incurred $618 in debt issuance cost, $486 was allocated to debt component and the remaining $132 to the equity.

On July 24, 2020, the Company entered into a debt restructuring agreement of $10,808 of the Company’s outstanding debt held by a key industry investor under an 8.5% senior unsecured convertible debenture issued in December 2018. The Company agreed to pay to the key investor certain structured installment payments over a period of over approximately three years, beginning on November 1, 2021, the parties have agreed to amend the original debenture into a secured convertible debenture of the Company in the principal amount equal to the $10,808 (the “Deferred Amount “). The Structured Payments, which start in November 2021, will be credited towards the Deferred Amount. As part of the Debt Restructuring, the parties have also (i) extended the maturity date of the amended debenture to January 1, 2025, (ii) amended the conversion price such that the Deferred Amount is convertible into common shares of High Tide (“HITI Shares“) at a conversion price of $0.425 per HITI Share, and (iii) amended the interest provisions such that the Deferred Amount will not bear any interest until maturity, with the portion of the Deferred Amount outstanding on maturity bearing interest on and from the maturity date at a rate of 8.5% per annum. Upon extinguishment of the debenture $1,445 conversion option was moved to contributed surplus. Management calculated the fair value of the liability component as $5,069 using a discount rate of 22% along with forecasted scheduled payments, with the residual amount of $1,072 net of deferred tax of $247 being allocated to equity. The Company also recognized $3,808 as a gain on extinguishment of debenture.

On December 10, 2020, the Company entered into a debt extension agreement of $1,250 of the Company’s outstanding debt under an 8.5% senior unsecured convertible debenture issued in December 2018. As part of the Debt extension, the parties have also (i) extended the maturity date of the amended debenture to December 31, 2022, (ii) amended the conversion price such that the deferred amount is convertible into common shares of High Tide (“HITI Shares”) at a conversion price of $0.22 per HITI Share. Management calculated the fair value of the liability component as $1,062 using a discount rate of 15%, with the residual amount of $188 net of deferred tax of $42 being allocated to equity. On December 15, 2020, the Company repaid $80 towards the principal amount in cash.

| ii. | On April 10, 2019, the Company closed the first tranche of the sale of unsecured convertible debentures of the Company under a non-brokered private placement for gross proceeds of $8,360. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.75 per share and mature two years from the closing of the private placement. Under the private placement, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.75 original principal amount of its debenture, resulting in 11,146,667 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.85 per share for two years from the date of issuance. The company incurred $50 in legal costs which was paid by the issuance of 100,000 shares with a fair value of $0.50 per share. The debentures bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.48 prior to the closing date of the private placement. Concurrent with the issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 1,752,621 Shares. Management calculated the fair value of the liability component as $7,138 using a discount rate of 22%, with the residual amount of $1,222 net of deferred tax of $330 being allocated to warrants, recorded in equity. The Company reclassed $515 from warrants to conversion option within equity. The Company incurred $58 in debt issuance cost, $50 being allocated to debt component and the remaining $8 to the warrants. On December 4, 2019, the Company repaid $1,500 and on April 1, 2020, the Company repaid $367 towards the principal of the convertible debt. During, the year ended October 31, 2020 the Company recognized $142 loss on settlement of convertible debentures.

12

| High Tide Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended January 31, 2021 and 2020 (Unaudited – In thousands of Canadian dollars, except share and per share amounts)

| 10. | Convertible Debentures (continued)

| iii. | On June 17, 2019, the Company closed the final tranche of the sale of unsecured convertible debentures of the Company under the non-brokered private placement for gross proceeds of $3,200. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.75 per share and mature two years from the closing of the offering. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.75 original principal amount of its debenture, resulting in 4,266,667 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.85 per share for two years from the date of issuance. The debentures will bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.384 prior to the closing date of the offering. Concurrent with the final tranche issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 855,615 Shares. Management calculated the fair value of the liability component as $2,732 using a discount rate of 22%, with the residual amount of $468 net of deferred tax of $128 being allocated to warrants, recorded in equity. On June 15, 2020, the Company issued an aggregate of 1,871,343 common shares of High Tide (“Interest Shares”) to certain holders of unsecured convertible debentures of the Company, in satisfaction of the annual amount of interest due to the holders.

On December 10, 2020, the Company entered into a debt restructuring agreement of $1,000 of the Company’s outstanding debt under an 10% senior unsecured convertible debenture issued in June 2019. As part of the Debt Restructuring, the parties have also (i) extended the maturity date of the amended debenture to December 31, 2022, (ii) amended the conversion price such that the Deferred Amount is convertible into common shares of High Tide (“HITI Shares”) at a conversion price of $0.22 per HITI Share. Upon extinguishment of the debenture $63 conversion option was moved to contributed surplus. Management calculated the fair value of the liability component as $850 using a discount rate of 15% along with forecasted scheduled payments, with the residual amount of $150 net of deferred tax of $35 being allocated to equity. The Company also recognized $87 as a loss on extinguishment of debenture.

| iv. | On November 14, 2019, the Company closed the sale of unsecured convertible debentures of the Company under a non-brokered private placement for gross proceeds of $2,000. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.252 per share and mature two years from the closing of the offering. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.252 original principal amount of its debenture, resulting in 7,936,057 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.50 per share for two years from the date of issuance. The debentures will bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.255 prior to the closing date of the offering. Concurrent with the final tranche issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 784,314 Shares.

Management calculated the fair value of the liability component as $1,707 using a discount rate of 22%, the conversion option at relative fair value of $189 net of deferred tax of $43 and the residual of $104 net of deferred tax of $24 being allocated to warrants, recorded in equity.

| v. | On December 4, 2019, the Company closed the sale of unsecured convertible debentures of the Company under a non-brokered private placement for gross proceeds of $2,115. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.252 per share and mature two years from the closing of the offering. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.252 original principal amount of its debenture, resulting in 8,392,857 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.50 per share for two years from the date of issuance. The debentures will bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.208 prior to the closing date of the offering. Concurrent with the final tranche issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 1,016,826 Shares. An advising fee of $3 was paid in connection to the convertible debt.

Management calculated the fair value of the liability component as $1,806 using a discount rate of 22%, the conversion option at relative fair value of $167 net of deferred tax of $38 and the residual of $142 net of deferred tax of $33 being allocated to warrants, recorded in equity.

13

| High Tide Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended January 31, 2021 and 2020 (Unaudited – In thousands of Canadian dollars, except share and per share amounts)

| 10. | Convertible Debentures (continued)

On December 10, 2020, the Company entered into a debt restructuring agreement of $2,000 of the Company’s outstanding debt under an 10% senior unsecured convertible debenture issued in December 2019. As part of the Debt Restructuring, the parties have also (i) extended the maturity date of the amended debenture to December 31, 2022, (ii) amended the conversion price such that the Deferred Amount is convertible into common shares of High Tide (“HITI Shares”) at a conversion price of $0.22 per HITI Share. Upon extinguishment of the debenture $122 conversion option was moved to contributed surplus. Management calculated the fair value of the liability component as $1,886 using a discount rate of 15% along with forecasted scheduled payments, with the residual amount of $114 net of deferred tax of $26 being allocated to equity. The Company also recognized $230 as a loss on extinguishment of debenture. Subsequent to the restructuring, all the debenture holders exercised the conversion option resulting in the issuance of 9,547,257 shares. Upon conversion of the debenture $121 related to the conversion option was moved to contributed surplus.

| v. | On December 14, 2019, the Company issued $2,000 in convertible debt to settle the put option related to Grasscity acquisition valued at $2,554 as of December 14, 2019. The outstanding principal amount is convertible at any time before maturity at the option of the holder, into common shares of the Company at a conversion price of $0.252 per share and mature two years from the closing of the offering. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.252 original principal amount of its debenture, resulting in 7,936,508 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.50 per share for two years from the date of issuance. The debentures will bear interest at a rate of 10% per annum, payable annually upfront in common shares of High Tide based on the 10-day volume weighted average price of $0.175 prior to the closing date of the offering. Concurrent with the final tranche issuance of the debentures, the Company paid the annual amount of interest due to holders upfront in the form of 1,142,857 Shares. The Company also recognized a $505 unrealized gain on the fair value of the instrument.

Management calculated the fair value of the liability component as $1,707 using a discount rate of 22%, the conversion option at relative fair value of $167 net of deferred tax of $38 and the residual of $175 net of deferred tax of $40 being allocated to warrants, recorded in equity.

| vi. | On January 6, 2020, the Company entered into a loan agreement with Windsor Private Capital (“Windsor”), a Toronto-based merchant bank, for a senior secured, non-revolving term credit facility (“the Facility”) in the amount of up to $10,000. The Company will have immediate access to an initial $6,000, that can be drawn down at Company’s discretion, and subject to satisfaction of certain conditions, will provide the Company with access to an additional $4,000. Provided that certain conditions are satisfied, the Facility will automatically extend for an additional one-year term. The principal amount advanced under the facility is convertible, during its term at any time after an initial 6 month hold period, and at Windsor’s option, into common shares in the capital of the Company at a conversion price of $0.17 per share and mature one year from the closing of the offering. The conversion price is subject to downward adjustment if the Company, at any time during the term of the facility, issues securities at a price deemed lower than the conversion price then in effect. Pursuant to the loan agreement, Windsor is entitled to a one-time placement fee equal to 3.5% of the initial Facility amount, which the Company capitalized into the principal amount advanced under the Facility. Under the offering, the Company also issued common share purchase warrants such that each subscriber received one warrant for each $0.17 original principal amount of its debenture, resulting in 58,823,529 warrants being issued as part of the offering. Each warrant entitles the holder to acquire one share at an exercise price of $0.255 per share for two years from the date of issuance. Amounts drawn down under the facility will bear interest at a rate of 11.5% per annum, payable monthly, in arrears, on the last day of each calendar month. As of January 31, 2020, the Company withdrew in the amount of $5,000 from the credit facility. As of October 31, 2020, the Company still have access to unused remaining balance of $5,000.

Gross proceeds were $5,000 and net proceeds were $4,743, net of cash transaction costs of $257. The gross proceeds were allocated using the Black-Scholes model to value warrants at $364 which was recorded as a derivative liability for $364, the host debt component for $4,309, and the embedded derivatives for $327. The warrants were initially valued at $364 using the Black-Scholes model and the following assumptions were used: stock price of $0.16; expected life of two years; $nil dividends; expected volatility of 70%; exercise price of $0.255; and a risk-free interest rate of 0.52%. At October 31, 2020, the warrants were revalued at $266 using the Black-Scholes model and the following assumptions were used: stock price of $0.145; expected life of 1.4 years; $nil dividends; expected volatility of 70%; exercise price of $0.255; and a risk-free interest rate of 0.52% and recognized a gain of $98 as revaluation of derivative liability. Subsequent changes in fair value of the equity conversion option will be recognized through profit and loss (i.e., FVTPL). The equity conversion option was classified as a derivative liability as it can be settled through the issuance of a variable number of shares, cash, or a combination thereof, based on the trading price at the time of settlement. The fair value of the equity conversion option was determined using the Black-Scholes model and the following assumptions: stock price: $0.16; expected life of 2 year; $nil dividends; expected volatility of 70%; exercise price of $0.255; and risk-free interest rate of 1.98%. Management elected to capitalize $257 transaction costs, which are directly attributable to the issuance of the loan agreement. As of October 31, 2020, the conversion option had a fair value of $498 and the Company recognized a $171 unrealized loss on the derivative liability for the year ended October 31, 2020. The fair value of the equity conversion option was determined using the Black-Scholes model and the following assumptions: stock price: $0.145; expected life of 1.4 year; $nil dividends; expected volatility of 70%; exercise price of $0.255; and risk-free interest rate of 0.52%.

14

| High Tide Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended January 31, 2021 and 2020 (Unaudited – In thousands of Canadian dollars, except share and per share amounts)

| 10. | Convertible Debentures (continued)

On December 8, 2020, the Company entered into a debt restructuring agreement of $5,000 of the Company’s outstanding debt. In conjunction with the restructuring, the Company withdrew an additional $1,000 on the credit facility. As part of the Debt Restructuring, the parties have also (i) extended the maturity date of the amended debenture to December 31, 2021, (ii) amended the conversion price such that the Deferred Amount is convertible into common shares of High Tide (“HITI Shares”) at a conversion price of $0.17 per HITI Share (iii) amended the interest rate from 11.50% per annum to 10% per annum. At December 8, 2020, the warrants were revalued at $389 using the Black-Scholes model and the following assumptions were used: stock price of $0.165; expected life of 1.0 years; $nil dividends; expected volatility of 35%; exercise price of $0.255; and a risk-free interest rate of 0.52% and $199 fair value of the equity conversion option was determined using the Black-Scholes model and the following assumptions: stock price: $0.165; expected life of 1.0 year; $nil dividends; expected volatility of 35%; exercise price of $0.17; and risk-free interest rate of 0.52%. Revaluation of derivative liability resulted in recognizing a gain of $176. Upon extinguishment of the debenture $199 in derivative liability was moved to convertible debenture – equity. Management calculated the fair value of the liability component as $5,577 using a discount rate of 18%. As a result of the debt restructuring, the Company recognized a $199 debt restructuring loss in the statement of net loss and comprehensive loss for the period ended January 31, 2021. Subsequent to the restructuring, the debenture holders exercised the conversion option for $2,000 resulting in the issuance of 11,764,705 shares. As part, of the restructuring 23,529,412 warrants were cancelled.

| vii. | In connection with the Company’s acquisition of META on November 18, 2020, the holders of the Convertible Debentures consented to amend the conversion price of the Listed Debentures such that, following the acquisition of META, the conversion price is $0.22 per High Tide Share. The holders also agreed to extend the maturity date of the Listed Debentures to November 30, 2022. Following the acquisition of META, the Convertible Debentures will remain debt obligations of META but will become convertible into High Tide Shares. Management calculated the fair value of the liability component as $18,809 using a discount rate of 15%, the conversion option at relative fair value of $9,008 recorded in equity. Subsequent to the restructuring, the debenture holder exercised the conversion option to convert part of the debt resulting in the issuance of 14,772,726 shares.

As at |  | January 31, 2021 |  |  | October 31, 2020 |
|  | $ |  |  | $ |
Convertible debentures, beginning of year |  |  | 25,822 |  |  |  | 19,664 |
Debt assumed (Note 3) |  |  | 18,809 |  |  |  | - |
Gain (loss) on extinguishment of debenture |  |  | 516 |  |  |  | (3,808 | )
Cash advances from debt |  |  | 980 |  |  |  | 9,115 |
Debt issuance to settle liabilities |  |  | - |  |  |  | 2,700 |
Debt issuance costs paid in cash |  |  | - |  |  |  | (260 | )
Conversion of debenture into equity |  |  | (6,759 | ) |  |  | (550 | )
Transfer of warrants component to equity |  |  | - |  |  |  | (420 | )
Transfer of conversion component to equity |  |  | (467 | ) |  |  | (523 | )
Transfer of conversion component to derivative liability |  |  | - |  |  |  | (921 | )
Repayment of debt |  |  | (180 | ) |  |  | (1,637 | )
Accretion on convertible debentures |  |  | 804 |  |  |  | 2,462 |
Total |  |  | 39,525 |  |  |  | 25,822 |
Less current portion |  |  | (15,494 | ) |  |  | (14,446 | )
Long-term |  |  | 24,031 |  |  |  | 11,376 |

15

| High Tide Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended January 31, 2021 and 2020 (Unaudited – In thousands of Canadian dollars, except share and per share amounts)

| 11. | Notes Payable

On May 23, 2019, the Company acquired all of the issued and outstanding shares of Dreamweavers for aggregate consideration of $3,094 which included 3,100,000 common shares with a fair value of $1,147, 1,550,000 purchase warrants exercisable at $0.75 per common share of High Tide and notes payables of $300 repayable over five years with zero interest rate due at each anniversary date. Notes payable was valued at $102 by discounting it over five years at market interest rate of 22%. During the three-month ended January 31, 2021, the Company incurred accretion of $10.

On June 26, 2019, the Company purchased a building in Niagara, Ontario, for the purpose of opening a Canna Cabana retail location. The consideration for the building consisted of $754 in cash, out of which $54 was legal fees, a $1,600 vendor take back loan, and $300 paid in shares. The loan has a twelve-month term and bears an interest rate of 5.5% per annum payable monthly with a maturity date of June 30th, 2020. On July 16, 2020, the Company refinanced the loan through Windsor Private Capital (“Windsor”), a Toronto-based merchant bank. The new loan has a seventeen - month term and bears an interest rate of 10% per annum payable monthly with a maturity date of December 30th, 2021. The Company also incurred $43 in transaction costs, which will be expensed over the term of the loan using the effective interest rate.

On September 4, 2019, the Company entered into a $2,000 loan agreement with a private lender. The loan had a twelve-month term and carried an interest rate of 12% per annum payable monthly. In connection with the advance of the loan, the Company issued 1,600,000 warrants to the lender. Each warrant is redeemable for one common share in the capital of the Company at a price of $0.85 per Common Share for a period of two years from the date of the loan agreement. Management calculated the fair value of the liability component as $1,895 using a discount rate of 22%, with the residual amount of $105 being allocated to warrants, recorded in equity. The loan was personally guaranteed by the CEO. On September 14, 2020, the Company entered into loan amending agreement, the maturity of the Loan was extended until September 30, 2021. The Company also entered into a warrant exchange agreement wherein the 1,600,000 warrants the Lender originally received as consideration for the Loan under the Loan Agreement, having an exercise price of $0.85 per common share and exercisable for a period of 2 years from the effective date of the Loan, were terminated and 1,600,000 new warrants having an exercise price of $0.30 per Common Share and expiring on September 30, 2021 were issued. Management calculated the fair value of the liability component as $1,928 using a discount rate of 22%, with the residual amount of $72 net of deferred tax of $17 being allocated to warrants, recorded in equity. During the three-month ended January 31, 2021, the Company incurred accretion of $17.

The Company obtained a government loan under the Canada Emergency Response Benefit, part of Canada’s COVID-19 economic response plan. The loan bears no interest and has a maturity date of December 31, 2025. The note payable has been recorded at its fair value of $69 by discounting it over six months at a market interest rate of 22%. During the three-months ended January 31, 2021, the Company incurred accretion of $6.

On November 18, 2020, the Company acquired all of the issued and outstanding shares of Meta which included notes payable to Opaskwayak Cree Nation (“OCN”). Notes payable were 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. As a result of the debt restructuring, the Company recognized a $1,145 debt restructuring gain in the statement of net loss and comprehensive loss for the period ended January 31, 2021. The carrying value of the loan balance as at January 31, 2021 amounts to $11,402. During the three-months ended January 31, 2021, the Company incurred accretion of $267 and also made $503 in payment towards the outstanding balance.

As at |  | January 31, 2021 |  |  | October 31, 2020 |
|  | $ |  |  | $ |
Vendor loan |  |  | 1,600 |  |  |  | 1,600 |
Term loan |  |  | 1,956 |  |  |  | 1,939 |
OCN – notes payable |  |  | 11,402 |  |  |  | - |
Loan to partners (Note 3) |  |  | 542 |  |  |  | - |
Dreamweavers – notes payable |  |  | 129 |  |  |  | 162 |
Saturninus Partners – notes payable |  |  | 690 |  |  |  | 690 |
Government loan |  |  | 90 |  |  |  | 84 |
Total |  |  | 16,409 |  |  |  | 4,475 |
Less current portion |  |  | (4,098 | ) |  |  | (1,939 | )
Long-term |  |  | 12,311 |  |  |  | 2,536 |

16

| High Tide Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended January 31, 2021 and 2020 (Unaudited – In thousands of Canadian dollars, except share and per share amounts)

| 12. | Share Capital

| (a) | Issued:

Common shares:

|  | Number of shares |  |  | Amount |
|  | # |  |  | $ |
Balance, October 31, 2019 |  |  | 207,406,629 |  |  |  | 26,283 |
Issued to pay fees in shares |  |  | 3,852,319 |  |  |  | 860 |
Issued to pay interest via shares |  |  | 6,782,011 |  |  |  | 1,168 |
Acquisition - KushBar |  |  | 2,645,503 |  |  |  | 500 |
Acquisition - 2680495 |  |  | 4,761,905 |  |  |  | 1,048 |
Acquisition - Saturninus |  |  | 5,319,149 |  |  |  | 1,064 |
Acquisition - 102088460 |  |  | 5,000,000 |  |  |  | 975 |
Lease acquisition - Canmore |  |  | 612,764 |  |  |  | 104 |
Exercise - Convertibile Debt |  |  | 3,709,916 |  |  |  | 550 |
Balance, October 31, 2020 |  |  | 240,090,196 |  |  |  | 32,552 |
Acquisition - Meta Growth (Note 3) |  |  | 196,063,610 |  |  |  | 35,290 |
Prepaid Interest paid in shares |  |  | 7,646,923 |  |  |  | 1,458 |
Conversion of convertible debentures (Note 10) |  |  | 31,539,234 |  |  |  | 6,759 |
Excersie options (Note 13) |  |  | 62,500 |  |  |  | 13 |
Conversion of warrants |  |  | 800,824 |  |  |  | 240 |
Issued to pay fees in shares (i) |  |  | 1,025,477 |  |  |  | 174 |
Balance, January 31, 2021 |  |  | 477,228,764 |  |  |  | 76,486 |

| (i) | During the three months period ended January 31, 2021, Company settled payables of $174 through issuance of 1,025,477 common shares of the Company. The fair value of $174 was based on the closing price of $0.175 on the date of issuance.

17

| High Tide Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended January 31, 2021 and 2020 (Unaudited – In thousands of Canadian dollars, except share and per share amounts)

| 13. | Share – Based Compensation

| (a) | Stock Option Plan:

The Company’s stock option plan limits the number of common shares reserved under the plan from exceeding a “rolling maximum” of ten (10%) percent of the Company’s issued and outstanding common shares from time to time. The stock options vest at the discretion of the Board of Directors, upon grant to directors, officers, employees and consultants of the Company and its subsidiaries. All options that are outstanding will expire upon maturity, or earlier, if the optionee ceases to be a director, officer, employee or consultant or there is a merger, amalgamation or change in control of the Company. 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:

|  | January 31, 2021 |  |  | October 31, 2020 |
|  | Number of options |  |  | Weighted Average Exercise Price ($) |  |  | Number of options |  |  | Weighted Average Exercise Price ($) |
Balance, beginning of year |  |  | 9,310,000 |  |  |  | 0.50 |  |  |  | 10,610,000 |  |  |  | 0.50 |
Granted i |  |  | 23,633,280 |  |  |  | 0.27 |  |  |  | 200,000 |  |  |  | 0.50 |
Cancelled |  |  | (7,100,000 | ) |  |  | 0.50 |  |  |  | - |  |  |  | - |
Forfeited |  |  | - |  |  |  | - |  |  |  | (1,500,000 | ) |  |  | 0.50 |
Exercised |  |  | (62,500 | ) |  |  | 0.20 |  |  |  | - |  |  |  | - |
Balance, end of period |  |  | 25,780,780 |  |  |  | 0.29 |  |  |  | 9,310,000 |  |  |  | 0.50 |
Exercisable, end of period |  |  | 11,318,280 |  |  |  | 0.29 |  |  |  | 7,370,625 |  |  |  | 0.50 |

For the period ended January 31, 2021, the Company recorded share-based compensation of $553 (2020 - $27) related to stock options.

| (i) | On November 18, 2020, the Company acquired all the issued and outstanding shares of Meta which resulted in acquiring 3,683,280 options outstanding on the date of closing. The fair value of the options acquired were calculated using the Black-Scholes option pricing model valued using the Black-Scholes model and the following assumptions were used: stock price of $0.18; expected life of 1 years; $nil dividends; expected volatility of 100%; exercise price as per the plan times the exchange ratio of 0.824; and a risk-free interest rate of 0.52%. During the three months ended Jan 31, 2021 the Company granted 19,950,000 options to directors, officers, employees and consultants of the Company and its subsidiaries. The options were valued using the Black-Scholes model and the following assumptions were used: stock price of $0.19; expected life of 3 years; $nil dividends; expected volatility of 140%; exercise price of $0.20; and a risk-free interest rate of 0.52%.

| (b) | Restricted Share Units (“RSUs”) plan

On November 18, 2020, the Company acquired all the issued and outstanding shares of Meta which resulted in acquiring 943,579 RSUs outstanding on the date of closing based on the exchange ratio of 0.824 agreed upon in the arrangement agreement. The Company’s RSU plan is applicable to directors, officers, and employees of the Company. The RSUs are equity-settled and each RSU can be settled for one common share for no consideration. The number of RSUs outstanding at January 31, 2021 amounts to 943,579. These RSUs were recorded in contributed surplus using the Black-Scholes model and the following assumptions were used: stock price of $0.18; expected life of 0.35 years; $nil dividends; expected volatility of 70%; exercise price of $0.18; and a risk-free interest rate of 0.52%.

18

| High Tide Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended January 31, 2021 and 2020 (Unaudited – In thousands of Canadian dollars, except share and per share amounts)

| 14. | Warrants

|  | Number of warrants |  |  | Warrants amount |  |  | Derivative liability amount |  |  | Weighted average exercise price |  |  | Weighted average number of years to expiry |  |  | Expiry dates |
|  | # |  |  | $ |  |  | $ |  |  | $ |  |  |  |  |  |  |
Opening balance, November 1, 2019 |  |  | 43,677,333 |  |  |  | 6,609 |  |  |  | - |  |  |  | 0.6083 |  |  |  | 1.13 |  |  |  | - |
Re-class warrants on convertible debt to equity |  |  | - |  |  |  | (660 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Issued warrants for services (i) |  |  | 300,000 |  |  |  | 64 |  |  |  | - |  |  |  | 0.3800 |  |  |  | 0.00 |  |  |  | September 3, 2021 |
Issued warrants for services (ii) |  |  | 3,500,000 |  |  |  | 204 |  |  |  | - |  |  |  | 0.3000 |  |  |  | 0.03 |  |  |  | November 12, 2021 |
Issued warrants for services (iii) |  |  | 1,000,000 |  |  |  | 111 |  |  |  | - |  |  |  | 0.3000 |  |  |  | 0.01 |  |  |  | November 12, 2021 |
Issued warrants on convertible debt November 14, 2019 (Note 10) |  |  | 7,936,507 |  |  |  | 80 |  |  |  | - |  |  |  | 0.5000 |  |  |  | 0.08 |  |  |  | November 14, 2021 |
Issued warrants on convertible debt December 4, 2019 (Note 10) |  |  | 8,392,857 |  |  |  | 109 |  |  |  | - |  |  |  | 0.5000 |  |  |  | 0.08 |  |  |  | December 4, 2021 |
Issued warrants on convertible debt December 14, 2019 (Note 10) |  |  | 7,936,508 |  |  |  | 135 |  |  |  | - |  |  |  | 0.5000 |  |  |  | 0.08 |  |  |  | December 12, 2021 |
Issued warrants for acquisition - Saturninus |  |  | 3,750,000 |  |  |  | 100 |  |  |  | - |  |  |  | 0.4000 |  |  |  | 0.04 |  |  |  | January 26, 2022 |
Issued warrants on convertible debt January 06, 2020 (Note 10) (iv) |  |  | 58,823,529 |  |  |  | - |  |  |  | 266 |  |  |  | 0.2550 |  |  |  | 0.62 |  |  |  | December 31, 2022 |
Issued warrants on debt September 14, 2020 (Note 11) |  |  | 1,600,000 |  |  |  | 55 |  |  |  | - |  |  |  | 0.3000 |  |  |  | - |  |  |  | September 30, 2021 |
Warrants terminated (Note 11) |  |  | (1,600,000 | ) |  |  | (105 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Warrants expired |  |  | (4,252,620 | ) |  |  | (906 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Balance, October 31, 2020 |  |  | 131,064,114 |  |  |  | 5,796 |  |  |  | 266 |  |  |  | 0.4159 |  |  |  | 2.07 |  |  |  |  |
Warrants expired |  |  | (18,868,969 | ) |  |  | (3,946 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Re-class warrants to derivative liability (ii) |  |  | - |  |  |  | (204 | ) |  |  | 833 |  |  |  |  |  |  |  |  |  |  |  | November 12, 2021 |
Issued warrants for acquisition - Meta (Note 3) |  |  | 741,600 |  |  |  | 3 |  |  |  | - |  |  |  | 1.3110 |  |  |  | 0.00 |  |  |  | December 14, 2021 |
Issued warrants for acquisition - Meta (Note 3) |  |  | 37,454,590 |  |  |  | 2,445 |  |  |  | - |  |  |  | 0.3520 |  |  |  | 0.56 |  |  |  | February 6, 2023 |
Issued warrants for acquisition - Meta (Note 3) |  |  | 2,621,821 |  |  |  | 171 |  |  |  | - |  |  |  | 0.3520 |  |  |  | 0.04 |  |  |  | February 6, 2023 |
Issued warrants for acquisition - Meta (Note 3) |  |  | 4,120,000 |  |  |  | 120 |  |  |  | - |  |  |  | 1.1040 |  |  |  | 0.07 |  |  |  | April 11, 2023 |
Conversion of warrants |  |  | (800,000 | ) |  |  | (27 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Issued warrants on convertible debt January 06, 2020 (Note 10) (iv) |  |  | - |  |  |  | - |  |  |  | 10,354 |  |  |  | - |  |  |  | - |  |  |  | December 31, 2022 |
Warrants cancelled (Note 10) |  |  | (23,529,412 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Balance, January 31, 2021 |  |  | 132,803,744 |  |  |  | 4,358 |  |  |  | 11,453 |  |  |  | 0.4159 |  |  |  | 2.74 |  |  |  |  |

As at January 31, 2021 132,803,744 warrants were exercisable.

| i) | The Company issued 300,000 warrants for business development consultancy. Each warrant will allow the holder to acquire one common share at $0.38. The warrants were valued at $64 using the Black-Scholes model, as the fair value of the services provided cannot be measured reliably and the following assumptions were used: stock price of $0.37; expected life of two years; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.38; and a risk-free interest rate of 1.6%.

19

| High Tide Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended January 31, 2021 and 2020 (Unaudited – In thousands of Canadian dollars, except share and per share amounts)

| 14. | Warrants (continued)

| ii) | The Company issued 3,500,000 warrants for business development consultancy. Each warrant will allow the holder to acquire one common share at $0.30. The warrants were valued at $204 using the Black-Scholes model, as the fair value of the services provided cannot be measured reliably and the following assumptions were used: stock price of $0.22; expected life of two years; $nil dividends; expected volatility of 70% based on comparable companies; exercise price of $0.30; and a risk-free interest rate of 1.6%. The Company measured the derivative liability to be $833 and recognized $628 as a loss on revaluation of derivative liability in the statement of net loss and comprehensive loss for the period ended January 31, 2021.

| iii) | The Company issued 1,000,000 warrants for business development consultancy. Each warrant will allow the holder to acquire one common share at $0.30. The warrants were valued at $111 using the Black-Scholes model, as the fair value of the services provided cannot be measured reliably and the following assumptions were used: stock price of $0.22; expected life of two years; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.30; and a risk-free interest rate of 1.6%.

| iv) | The Company measured the derivative liability to be $10,620 and recognized $10,032 as a loss on revaluation of derivative liability in the statement of net loss and comprehensive loss for the period ended January 31, 2021.

| 15. | Loss Per Share

|  | Three months ended |
|  | January 31 |
|  | 2021 |  |  | 2020 |
|  | $ |  |  | $ |
Net loss for the period |  |  | (16,845 | ) |  |  | (3,945 | )
Non-controlling interest |  |  | (24 | ) |  |  | (3 | )
Net income (loss) for the period attributable to owners of the Company |  |  | (16,869 | ) |  |  | (3,948 | )
|  |  | # |  |  |  | # |
Weighted average number of common shares - basic |  |  | 406,363,073 |  |  |  | 183,626,456 |
Weighted average number of common shares - diluted |  |  | 697,394,089 |  |  |  | - |
Basic income (loss) per share |  |  | (0.04 | ) |  |  | (0.02 | )
Dilutive income (loss) per share |  |  | (0.02 | ) |  |  | (0.02 | )

20

| High Tide Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended January 31, 2021 and 2020 (Unaudited – In thousands of Canadian dollars, except share and per share amounts)

| 16. | Financial Instruments and Risk Management

The Company’s activities expose it to a variety of financial risks. The Company is exposed to credit, liquidity, and market risk due to holding certain financial instruments. 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.

Risk management is carried out by senior management in conjunction with the Board of Directors.

Fair value

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, marketable securities, loans receivable, accounts payable and accrued liabilities, notes payable, convertible debentures, derivative liabilities and shareholders’ loans.

IFRS 13 establishes a three-level hierarchy that prioritizes the inputs relative to the valuation techniques used to measure fair value. Fair values of assets and liabilities included in Level 1 of the hierarchy are determined by reference to quoted prices in active markets for identical assets and liabilities. Fair value of assets and liabilities in Level 2 are determined using inputs other than quoted prices for which all significant outputs are observable, either directly or indirectly. Fair value of assets and liabilities in Level 3 are determined based on inputs that are unobservable and significant to the overall fair value measurement. Accordingly, the Company has categorized its financial instruments carried at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The Company’s cash and cash equivalents are subject to Level 1 valuation.

The marketable securities and derivative liability have been recorded at fair value based on level 2 inputs. The carrying values of accounts receivable, accounts payable and accrued liabilities and shareholder loans approximate their fair values due to the short-term maturities of these financial instruments. The carrying value of the notes payable and convertibile debentures approximate their fair value as they are discounted using a market rate of interest.

Loans receivable are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The fair values of loans receivable are not materially different to their carrying amounts, since the interest rate on those loans is either close to current market rates or the loans are of a short-term nature.

Marketable securities

In connection with the Company’s acquisition of META on November 18, 2020, the Company acquired 1,350,000 shares of THC Global Group Limited (“THC”). The fair value of the THC shares amounting to $606 has been recognized as a marketable security, based on the trading price of THC’s shares. In addition, to this the Company has also recorded $245 in GICs as a marketable security.

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. Financial instruments that subject the Company to credit risk consist primarily of cash, accounts receivable, marketable securities and loans receivable. The credit risk relating to cash and cash equivalents and restricted marketable securities balances is limited because the counterparties are large commercial banks. The amounts reported for accounts receivable in the statement of consolidated financial position is net of expected credit loss and the net carrying value represents the Company’s maximum exposure to credit risk. Accounts receivable credit exposure is minimized by entering into transactions with creditworthy counterparties and monitoring the age and balances outstanding on an ongoing basis. Sales to retail customers are required to be settled in cash or using major credit cards, mitigating credit risk.

21

| High Tide Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended January 31, 2021 and 2020 (Unaudited – In thousands of Canadian dollars, except share and per share amounts)

| 16. | Financial Instruments and Risk Management (continued)

The following table sets forth details of the aging profile of accounts receivable and the allowance for expected credit loss:

As at |  | January 31, 2021 |  |  | October 31, 2020 |
|  | $ |  |  | $ |
Current (for less than 30 days) |  |  | 2,188 |  |  |  | 1,822 |
31 – 60 days |  |  | 185 |  |  |  | 246 |
61 – 90 days |  |  | 92 |  |  |  | 202 |
Greater than 90 days |  |  | 1,076 |  |  |  | 762 |
Less allowance |  |  | (169 | ) |  |  | (359 | )
|  |  | 3,372 |  |  |  | 2,673 |

For the three months ended January 31, 2021, $190 in trade receivables were written off against the loss allowance due to bad debts (year ended October 31, 2020 – $1,280). Individual receivables which are known to be uncollectible are written off by reducing the carrying amount directly. The remaining accounts receivable are assessed collectively to determine whether there is objective evidence that an impairment has been incurred but not yet been identified.

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. For the year ended January 31, 2021, management reviewed the estimates and have not created any additional loss allowances on trade receivable.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company generally relies on funds generated from operations, equity and debt financings 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. Maturities of the Company’s financial liabilities are as follows:

|  | Contractual cash flows |  |  | Less than one year |  |  | 1-5 years |  |  | Greater than 5 years |
|  | $ |  |  | $ |  |  | $ |  |  | $ |
October 31, 2020 |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable and accrued liabilities |  |  | 6,421 |  |  |  | 6,421 |  |  |  | - |  |  |  | - |
Notes payable |  |  | 4,475 |  |  |  | 1,939 |  |  |  | 2,536 |  |  |  | - |
Convertible debentures |  |  | 25,822 |  |  |  | 14,446 |  |  |  | 11,376 |  |  |  | - |
Total |  |  | 36,718 |  |  |  | 22,806 |  |  |  | 13,912 |  |  |  | - |
January 31, 2021 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable and accrued liabilities |  |  | 9,071 |  |  |  | 9,071 |  |  |  | - |  |  |  | - |
Notes payable |  |  | 16,409 |  |  |  | 4,098 |  |  |  | 12,311 |  |  |  | - |
Convertible debentures |  |  | 39,525 |  |  |  | 15,494 |  |  |  | 24,031 |  |  |  | - |
Total |  |  | 65,005 |  |  |  | 28,663 |  |  |  | 36,342 |  |  |  | - |

Interest rate risk

The Company is not exposed to significant interest rate risk as its interest-bearing financial instruments carry a fixed rate of interest.

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.

22

| High Tide Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended January 31, 2021 and 2020 (Unaudited – In thousands of Canadian dollars, except share and per share amounts)

| 16. | Financial Instruments and Risk Management (continued)

The Canadian dollar equivalent carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities as at January 31, 2021 was as follows:

(Canadian dollar equivalent amounts of US dollar and Euro balances) |  | January 31, 2021 (Euro) |  |  | January 31, 2021 (USD) |  |  | January 31, 2021 Total |  |  | October 31, 2020 |
|  | $ |  |  | $ |  |  | $ |  |  | $ |
Cash |  |  | 330 |  |  |  | 1,232 |  |  |  | 1,562 |  |  |  | 975 |
Accounts receivable |  |  | 232 |  |  |  | 312 |  |  |  | 544 |  |  |  | 653 |
Accounts payable and accrued liabilities |  |  | (813 | ) |  |  | (983 | ) |  |  | (1,796 | ) |  |  | (1,728 | )
Net monetary assets |  |  | (251 | ) |  |  | 561 |  |  |  | 310 |  |  |  | (100 | )

Assuming all other variables remain constant, a fluctuation of +/- 5.0 percent in the exchange rate between the United States dollar and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $28 (October 31, 2020 - $34). Maintaining constant variables, a fluctuation of +/- 5.0 percent in the exchange rate between the Euro and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $13 (October 31, 2020 - $39). To date, the Company has not entered into financial derivative contracts to manage exposure to fluctuations in foreign exchange rates.

| 17. | Segmented Information

Segments are identified by management based on the allocation of resources, which is done on a basis of selling channel rather than by legal entity. As such, the Company has established two main segments, being retail and wholesale, with a Corporate segment which includes oversight and start up operations of new entities until such time as revenue generation commences. The reportable segments are managed separately because of the unique characteristics and requirements of each business.

|  | Retail |  |  | Retail |  |  | Wholesale |  |  | Wholesale |  |  | Corporate |  |  | Corporate |  |  | Total |  |  | Total |
For the three months |  | 2021 |  |  | 2020 |  |  | 2021 |  |  | 2020 |  |  | 2021 |  |  | 2020 |  |  | 2021 |  |  | 2020 |
ended January 31, |  | ($) |  |  | ($) |  |  | ($) |  |  | ($) |  |  | ($) |  |  | ($) |  |  | ($) |  |  | ($) |
Total Revenue |  |  | 36,757 |  |  |  | 12,120 |  |  |  | 1,551 |  |  |  | 1,378 |  |  |  | 11 |  |  |  | 217 |  |  |  | 38,319 |  |  |  | 13,715 |
Gross profit |  |  | 14,195 |  |  |  | 4,106 |  |  |  | 562 |  |  |  | 471 |  |  |  | 11 |  |  |  | 216 |  |  |  | 14,768 |  |  |  | 4,793 |
Income (loss) from operations |  |  | 1,238 |  |  |  | (638 | ) |  |  | (222 | ) |  |  | (376 | ) |  |  | (3,061 | ) |  |  | (1,103 | ) |  |  | (2,045 | ) |  |  | (2,117 | )
Net Income (loss) |  |  | (182 | ) |  |  | (712 | ) |  |  | (335 | ) |  |  | (400 | ) |  |  | (16,328 | ) |  |  | (2,833 | ) |  |  | (16,845 | ) |  |  | (3,945 | )
Total assets |  |  | 94,642 |  |  |  | 46,678 |  |  |  | 5,932 |  |  |  | 5,972 |  |  |  | 66,000 |  |  |  | 17,161 |  |  |  | 166,574 |  |  |  | 69,811 |
Total liabilities |  |  | 38,470 |  |  |  | 22,893 |  |  |  | 2,111 |  |  |  | 1,894 |  |  |  | 72,194 |  |  |  | 33,301 |  |  |  | 112,775 |  |  |  | 58,088 |

|  | Canada |  |  | Canada |  |  | USA |  |  | USA |  |  | Europe |  |  | Europe |  |  | Total |  |  | Total |
For the three months |  | 2021 |  |  | 2020 |  |  | 2021 |  |  | 2020 |  |  | 2021 |  |  | 2020 |  |  | 2021 |  |  | 2020 |
ended January 31, |  | ($) |  |  | ($) |  |  | ($) |  |  | ($) |  |  | ($) |  |  | ($) |  |  | ($) |  |  | ($) |
Total Revenue |  |  | 34,202 |  |  |  | 12,297 |  |  |  | 643 |  |  |  | - |  |  |  | 3,474 |  |  |  | 1,418 |  |  |  | 38,319 |  |  |  | 13,715 |
Gross profit |  |  | 12,984 |  |  |  | 4,062 |  |  |  | 219 |  |  |  | - |  |  |  | 1,565 |  |  |  | 731 |  |  |  | 14,768 |  |  |  | 4,793 |
Income (loss) from operations |  |  | (2,489 | ) |  |  | (1,747 | ) |  |  | (114 | ) |  |  | (181 | ) |  |  | 558 |  |  |  | (189 | ) |  |  | (2,045 | ) |  |  | (2,117 | )
Net Income (loss) |  |  | (17,090 | ) |  |  | (3,547 | ) |  |  | (129 | ) |  |  | (204 | ) |  |  | 374 |  |  |  | (194 | ) |  |  | (16,845 | ) |  |  | (3,945 | )
Total assets |  |  | 155,673 |  |  |  | 60,621 |  |  |  | 2,554 |  |  |  | 1,062 |  |  |  | 8,347 |  |  |  | 8,128 |  |  |  | 166,574 |  |  |  | 69,811 |
Total liabilities |  |  | 98,739 |  |  |  | 55,471 |  |  |  | 765 |  |  |  | 806 |  |  |  | 13,271 |  |  |  | 1,811 |  |  |  | 112,775 |  |  |  | 58,088 |

| 18. | Related Party Transactions

As at January 31, 2021, 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.

23

| High Tide Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended January 31, 2021 and 2020 (Unaudited – In thousands of Canadian dollars, except share and per share amounts)

| 18. | Related Party Transactions (continued)

Financing transactions

Included in the convertible debenture issued on December 12, 2018, was an investment by a director of the Company, CannaIncome Fund Corporation, for a total subscription amount of $250.

A Director of the Company is Chief of the Opaskwayak Cree Nation (“OCN”). On November 18, 2020, the Company acquired all of the issued and outstanding shares of Meta which included notes payable to Opaskwayak Cree Nation (“OCN”). As at January 31, 2021 the Company has drawn $13,000.

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 totalling $386 per annum. The primary lease term is 5 years with two additional 5-year term extensions exercisable at the option of the Company. To facilitate the mortgage granted to Grover Properties Inc. for the development of this unit, a loan guarantee of up to $1,500 has been provided by Smoker’s Corner Ltd., a subsidary of High Tide Inc.

| 19. | Right of Use Assets and Lease Obligations

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 |  |  |
|  | $ |
Balance at November 1, 2020 |  |  | 16,413 |
Net additions |  |  | 12,456 |
Depreciation expense for the period |  |  | (1,359 | )
Balance at January 31, 2021 |  |  | 27,510 |

Lease Liabilities |  |  |
|  | $ |
Balance at November 1, 2020 |  |  | 16,668 |
Net additions |  |  | 12,580 |
Cash outflows in the period |  |  | (1,088 | )
Accretion (Interest) expense for the period ended |  |  | 469 |
Balance at January 31, 2021 |  |  | 28,629 |
Current |  |  | (5,152 | )
Non-current |  |  | 23,477 |

As at January 31, 2021, $1,827 is due to the Company in respect of sublease arrangements for franchise cannabis retail locations. For the period ended January 31, 2021, $80 was received in respect of sublease arrangements, which was recognized as other revenue. During the period ended January 31, 2021, the Company also paid $660 in variable operating costs associated to the leases which are expensed under general and adminstrative expenses.

The following is a summary of the contractual undiscounted cash outflows for lease obligations as of January 31, 2021:

|  | $ |
Less than one year |  |  | 7,792 |
Between one and five years |  |  | 21,713 |
Greater than five years |  |  | 5,795 |
|  |  | 35,300 |

24

| High Tide Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended January 31, 2021 and 2020 (Unaudited – In thousands of Canadian dollars, except share and per share amounts)

| 20. | 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. Other than the claims described below, 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.

| 21. | 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.

|  | 2021 |  |  | 2020 |
|  | $ |  |  | $ |
Total current assets |  |  | 1,358 |  |  |  | 2,540 |
Total non-current assets |  |  | 4,259 |  |  |  | 3,696 |
Total current liabilities |  |  | (1,908 | ) |  |  | (942 | )
Total non-current liabilities |  |  | (1,323 | ) |  |  | (1,080 | )
Revenues for the year ended |  |  | 3,240 |  |  |  | 6,011 |
Net income for the year ended |  |  | 352 |  |  |  | 1,320 |

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

As at |  | January 31, 2021 |  |  | October 31, 2020 |
|  | $ |  |  | $ |
Balance, beginning of the year |  |  | 1,552 |  |  |  | (179 | )
Share of (loss) income for the period |  |  | 24 |  |  |  | 614 |
Purchase of minority interest - KushBar Inc. |  |  | - |  |  |  | 187 |
Purchase of - Saturninus Partners |  |  | - |  |  |  | 930 |
Purchase of – Meta (Note 3) |  |  | 2,208 |  |  |  | - |
|  |  | 3,784 |  |  |  | 1,552 |

As of October 31, 2019, the Company held a 50.1% ownership interest in KushBar, with $179 NCI. As well, the Company owed the non-controlling interest shareholder $701 (2018 - $36). The loan carries no interest and is due on demand. On December 10, 2019, the Company entered into a definitive share purchase agreement with 2651576 Ontario Inc. (the “Minority Shareholder”), a private Ontario company, to acquire the remaining 49.9% interest (the “Minority Interest”) in High Tide’s majority-owned subsidiary, KushBar Inc. (“KushBar”).

On January 27, 2020, the Company acquired a 50% interest in the Saturninus Partners (“Saturninus”) which operates a licensed retail cannabis store in Sudbury, Ontario. The Company has classified this arrangement as a joint venture with controlling interest.

On November 18, 2020, the Company acquired all of the issued and outstanding shares of Meta which included four joint ventures with controlling interest. These joint ventures operate as a licensed cannabis retail store in Manitoba.

| 22. | Subsequent Events

| (i) | On February 22, 2021, the Company closed of its previously announced “bought deal” short-form prospectus offering (the “Offering”) of units of the Company (the “Units”), including the exercise in full of the underwriters’ over-allotment option. The Offering was led by ATB Capital Markets Inc. and Echelon Wealth Partners Inc., together with Beacon Securities Limited and Desjardins Securities Inc. In connection with the Offering, the Company issued an aggregate of 47,916,665 Units at a price of $0.48 per Unit, for aggregate gross proceeds of $23,000. Each Unit is comprised of one common share of the Company (each, a “Common Share”) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional Common Share at an exercise price of $0.58, for a period of 36 months following the closing of the Offering.

| (ii) | Subsequent to the period ended January 31, 2021, $23,260 of debt was converted into common shares.

| (iii) | On March 24, 2021, the Company acquired all the issued and outstanding shares of Smoke Cartel (“SC Shares”) for US$8,000, implying an approximate value of US$0.31 per SC Share. The consideration was comprised of: (i) 9,540,754 common shares of High Tide (the “HT Shares”), having an aggregate value of US$6,000; and (ii) US$2,000 in cash. Pursuant to the Acquisition Agreement, 25% of the Share Consideration has been placed in escrow for a period of 12 months from Closing.

25