[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. We believe that High Tide’s proven record of growth with discipline and generation of free cash flows positions it for global leadership.
Transaction Details
This transaction has been completed in accordance with the terms of an acquisition agreement. A copy can be found on SEDAR+ 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. High Tide issued shares will be subject to a four-month and one-day hold period. The TSXV conditionally has approved this transaction, and final approval is pending.
High Tide has also agreed, in addition to what is stated above, to give Remexian owners a call-option to purchase the remainder of Remexian that High Tide does not hold. Call options can be exercised at any point in the next five years following their term. Call option exercisable for enterprise value equals to trailing 12-month adjusted EBITDA multiplied either by 4 (if call option exercised within the first twelve months of call option term) or 3.64065 (if exercised afterward).
High Tide also agreed to give Remexian owners the option to sell to High Tide any remaining Remexian interests not owned by High Tide at a value equivalent to trailing 12-month adjusted EBITDA times 3.64065. If the option is exercised, the consideration will consist of a mix of High Tide stock and cash, as determined by High Tide. The call option has a minimum price of €15 million and is subject to a minimum cash payment of at least 40%. Put option requires a cash minimum of 30%. The European Cannabis Report: 10th Edition.
1 Source: Prohibition Partners | The European Cannabis Report: 10th Edition.
2 EBITDA (“EBITDA”) is Adjusted Earnings prior to interest, taxes and depreciation. The meaning of this measure has not been standardized according to International Financial Reporting Standards. It is therefore unlikely to be comparable with similar measures provided by other companies. Non-IFRS measurements provide investors with a supplementary measure of operating results and highlight trends within the core business which may otherwise not be evident when relying only on IFRS.