[PRESS RELEASE] – CALGARY, Alberta, Sept. 2, 2025 – High Tide Inc., the high-impact, retail-forward enterprise built to deliver real-world value across every component of cannabis, announced that, further to its press release dated Aug. 14, 2025, the company has completed the acquisition of a 51% interest in Remexian for an estimated purchase price of €26.4 million, such amount to be finalized in 30 days, once the final closing balance sheet is available, and will have a five-year option to acquire the remaining 49% of Remexian at any time after 24 months. Capitalized terms not otherwise defined herein have the meanings attributed to them in the Aug. 14 release.
"Today marks a transformational moment in High Tide's journey as we officially plant our flag in Europe,” High Tide found and CEO Raj Grover said. “With the closing of this majority acquisition of Remexian, High Tide is no longer just a Canadian success story—we are now a global cannabis company with real scale in Europe's largest federally regulated market.1
"This transaction not only diversifies our revenue base beyond Canada but also creates a clear runway for expansion across Europe's regulated cannabis markets. With our proven track record of disciplined growth and free cash flow generation, we believe this acquisition positions High Tide for long-term global leadership.”
Transaction Details
The transaction was completed pursuant to the terms of the acquisition agreement, a copy of which is available on the company's SEDAR+ profile at www.sedarplus.ca. It implies an enterprise valuation of €53.4 million, representing 3.64065 times annualized adjusted EBITDA2 generated during the six months ended March 31, 2025. The estimated purchase price of €26.4 million for the 51% of equity acquired was satisfied as follows.
High Tide acquired 51% of Remexian for (i) €7.65 million in cash (ii) €7.65 million via a loan with the sellers. The loan will mature on Dec. 31, 2029, bear 7% annual interest (paid quarterly), and be prepayable at any time by the Company with no penalty, and (iii) 5,864,373 High Tide shares valued at €11.1 million, on the basis of a deemed price of US$2.1912 per High Tide share, representing the volume weighted average price per High Tide Share on the Nasdaq for the 10 trading days ending Aug. 8, 2025. The High Tide shares issued are subject to a hold period of four months and one day. The transaction has been conditionally approved by the TSXV and is awaiting final approval.
In addition to the foregoing, Remexian's owners have agreed to grant High Tide a call option to acquire the remaining interests in Remexian not held by High Tide. The call option will be exercisable at any time for a period of five years, following the call option term. The call option is exercisable at an enterprise value equal to the trailing 12 months of adjusted EBITDA multiplied by (i) 4 if the call option is exercised in the first 12 months of the call option term, or (ii) 3.64065 if exercised thereafter.
In addition, High Tide has agreed to grant Remexian's owners a put option to put to High Tide the remaining interests in Remexian not held by High Tide, at an enterprise value equal to the trailing 12 months of adjusted EBITDA multiplied by 3.64065. The consideration under the call option or the put option, if exercised, will be satisfied in a combination of cash and High Tide shares, at High Tide's discretion. The call option has a minimum price of €15 million and is subject to a minimum cash payment of at least 40%. The put option is subject to a minimum cash payment of at least 30%.
1 Source: Prohibition Partners | The European Cannabis Report: 10th Edition.
2 Adjusted Earnings before interest, taxes, depreciation, and amortization ("EBITDA"). This measure does not have a standardized meaning prescribed by International Financial Reporting Standards ("IFRS") and is, therefore, unlikely to be comparable to similar measures presented by other issuers. Non-IFRS measures provide investors with a supplemental measure of operating performance and, therefore, highlight trends in the core business that may not otherwise be apparent when relying solely on IFRS measures.
