May 24, 2022

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Significant Tide Continues to Broaden U.S. E-Commerce Presence Via Acquisition of Daily Substantial Club

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CALGARY, Alberta–(Company WIRE)–Large Tide Inc. (“Superior Tide” or the “Enterprise”) (TSXV: HITI) (Nasdaq: HITI) (FRA: 2LYA), a retail-concentrated hashish company enhanced by the production and distribution of intake equipment, is happy to announce that it is using yet another step in direction of solidifying itself as the leader within the U.S. e-commerce marketplace for usage add-ons by getting into into a definitive agreement (the “Acquisition Arrangement”) pursuant to which High Tide United states Inc., a wholly-owned U.S. subsidiary of the Enterprise, will obtain 100{888a2f61c345d2e855d0f46d172f155075abed3efdb13b6aef551f16df00e7f6} of the issued and remarkable shares of DHC Source LLC (the “Transaction”) functioning as Every day Significant Club (“Every day Substantial Club”).

“In alignment with our intention to become a dominant player in the U.S. e-commerce marketplace by way of a blend of natural and organic advancement and accretive acquisitions, precisely concentrating on corporations with strong brand loyalty, I am thrilled to announce the acquisition of Each day Higher Club,” stated Raj Grover, President and Chief Government Officer of High Tide. “Daily Higher Club stood out to us because it is an more and more well-known intake extras on-line retailer, with a rapidly escalating membership box design which can effortlessly be tailored to incorporate hashish solutions in the celebration of U.S. federal legalization. This membership box product is complementary to our present accessories e-commerce portfolio, and as this sort of produces numerous possibilities for potential synergies. It’s my pleasure to welcome Harrison and the DHC team into our Substantial Tide loved ones,” additional Mr. Grover.

“I am exceptionally enthusiastic to be joining the Significant Tide staff and see a substantial prospect to strengthen High Tide’s models the similar way we created our loyal following for Daily Superior Club,” reported Harrison Baum, Founder and Main Executive Officer of Each day Superior Club. “Daily Significant Club’s social media dominance, coupled with High Tide’s broad manufacturing abilities and mature e-commerce platforms ought to produce significant synergies. I could not be a lot more thrilled to be aspect of the High Tide family members,” additional Mr. Baum.

Strategic Highlights

With above 10 a long time of experience in the hashish accent sector, together with by means of our subsidiaries Grasscity and Smoke Cartel, Large Tide is regularly exploring options to additional enhance its share in the rising intake add-ons sector. Daily High Club’s consumption components subscription box product, with around 15,000 and increasing active month-to-month subscribers, lets the Firm to make sure this Transaction will be instantly accretive through cross-marketing prospects, and offering subscription box memberships across its other e-commerce platforms, together with Grasscity.com and Smokecartel.com. Although currently functioning in the hemp-derived CBD and use accessory house, Substantial Tide intends to expand its hashish retail network into the U.S. in the celebration of federal legalization, as a result of cannabis membership containers, mature e-commerce websites and bricks and mortar locations.

Transaction Aspects

The Transaction, which is an arm’s duration transaction, is subject to, among the other items, receipt of needed TSX Undertaking Exchange (“TSXV”) approval, and other customary conditions of closing, is expected to shut around the close of June 2021. Pursuant to the phrases of the Transaction, High Tide Usa Inc. (“Subco”), a Nevada company and a wholly-owned subsidiary of Superior Tide, will purchase 100{888a2f61c345d2e855d0f46d172f155075abed3efdb13b6aef551f16df00e7f6} of the issued and superb shares of Everyday Higher Club.

Complete consideration to Every day Large Club shareholders will be US$10 million and Daily Significant Club is anticipated to have around US$.8 million of money on closing. The thing to consider will be comprised of: (i) US$6.75 Million (the “Share Consideration”) in frequent shares of High Tide (“Substantial Tide Shares”) on the basis of a considered rate per Significant Tide Share equal to the quantity weighted common cost per Large Tide Share on Nasdaq for the 10 consecutive investing times preceding the closing of the Transaction (“Closing”) and (ii) US$3.25 million in cash (collectively with the Share Consideration, the “Thing to consider”).

In connection with the Transaction, Substantial Tide is psyched to announce that Harrison Baum will be joining the High Tide staff on Closing as Director of Electronic Advertising to oversee all social media initiatives for Superior Tide globally.

The Transaction has been unanimously accredited by the board of directors/administrators of each individual of Significant Tide and Every day Large Club. The Significant Tide Shares issued pursuant to the Share Consideration are matter to a statutory keep period of 4 months and a person day. In addition, shares owning a benefit of 25{888a2f61c345d2e855d0f46d172f155075abed3efdb13b6aef551f16df00e7f6} will be held in escrow to insure certain indemnification obligations if claims come up.

ABOUT DHC Provide LLC

With around 1 million usage components bought and about 15,000 subscribers, Every day Higher Club is one of the leading online vendors of glass drinking water pipes, vaporizers, and other in demand intake extras. Day-to-day High Club gives a market with a vast variety of large-high quality items and subscription boxes. Everyday Large Club has an lively social media existence with many influencer and superstar endorsements which include promotions with Tommy Chong, Chanel West Coastline and far more. Everyday Superior Club offers more than 800,000 followers on Instagram and 75,000 followers on TikTok. The firm’s website at www.dailyhighclub.com delivers an engaging and enjoyment searching experience.

ABOUT High TIDE

Large Tide is a retail-centered hashish organization increased by the manufacturing and distribution of intake accessories. The Enterprise is the most profitable Canadian retailer of leisure hashish as calculated by Modified EBITDA,2 with 87 existing places spanning Ontario, Alberta, Manitoba and Saskatchewan. Higher Tide’s retail section characteristics the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Offer Co. and NewLeaf Hashish banners, with added areas underneath growth throughout the country. Large Tide has been serving individuals for over a ten years by its set up e-commerce platforms together with Grasscity.com and Smokecartel.com, and much more a short while ago in the hemp-derived CBD area by CBDcity.com and FABCBD.com as very well as its wholesale distribution division under Valiant Distribution, including the certified enjoyment solution company Well known Brandz. High Tide’s technique as a father or mother enterprise is to increase and reinforce its built-in price chain, though furnishing a full purchaser encounter and maximizing shareholder value. Essential business investors in High Tide include Tilray Inc. (TSX:TLRY) (Nasdaq:TLRY) and Aurora Cannabis Inc. (TSX:ACB) (Nasdaq:ACB).

Neither the TSXV nor its Regulation Providers Provider (as that expression is outlined in the insurance policies of the TSXV) accepts accountability for the adequacy or accuracy of this release.

CAUTIONARY Be aware Relating to Ahead-Looking STATEMENTS

Sure information and facts in this news launch constitutes forward-wanting statements below relevant securities regulations. Any statements that are contained in this news release that are not statements of historical reality might be deemed to be forward-wanting statements. Forward-wanting statements are usually recognized by phrases these types of as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the adverse of these conditions and identical expressions. Forward-wanting statements in this news launch include things like statements relating to Large Tide’s intention and capacity to complete the Transaction on the conditions and circumstances established out in the Acquisition Arrangement the potential outcomes of the Transaction on the company of Superior Tide, like the expectation that the Transaction will position Substantial Tide to start off on the net hashish sales in the United States ought to federal legalization happen in the United States statements relating to the sale of DHC’s merchandise on Substantial Tide’s current U.S. e-commerce platforms and the potential sale on its Canadian platforms statements relating to Substantial Tide’s potential to offer you DHC subscriptions throughout it is e-commerce platforms and receipt of all requisite regulatory acceptance, such as from the TSXV. When Higher Tide considers these assumptions to be affordable, based on info at the moment available, they may well confirm to be incorrect. Visitors are cautioned not to location undue reliance on ahead-looking statements.

Forward-seeking statements also essentially entail identified and mysterious risks, which includes, without the need of limitation, threats associated with typical economic circumstances adverse market events marketing and advertising expenses decline of markets upcoming legislative and regulatory developments involving the retail cannabis marketplaces incapability to accessibility adequate cash from inside and external sources, and/or incapacity to obtain sufficient funds on favourable terms the retail hashish industries normally money tax and regulatory issues the ability of Superior Tide to put into action its business approach competitors currency and curiosity charge fluctuations the COVID-19 pandemic nationally and globally and the response of governments to the COVID-19 pandemic in respect of the operation of retail shops and other risks. Audience are cautioned not to area undue reliance on ahead-seeking statements as there can be no assurance that the plans, intentions or anticipations upon which they are positioned will come about. Viewers are even more cautioned that the assumptions used in the planning of this kind of forward-looking statements (like, but not minimal to, the assumption that (i) Significant Tide will correctly entire the Transaction (and will get hold of all requisite approvals) on the conditions and in the timelines expected by Substantial Tide (ii) Superior Tide’s economical ailment and growth strategies do not improve as a outcome of unforeseen gatherings, (iii) there will carry on to be a demand from customers, and market place prospect, for Higher Tide’s merchandise offerings, (iv) latest and potential financial situations will neither have an impact on the business enterprise and operations of Higher Tide nor Higher Tide’s capacity to capitalize on anticipated company possibilities), while deemed acceptable by management of Superior Tide at the time of preparing, may well prove to be imprecise and outcome in true outcomes differing materially from these expected, and as this sort of, undue reliance really should not be positioned on ahead-seeking statements.

Forward-searching statements, forward-looking economical information and facts and other metrics presented herein are not meant as direction or projections for the durations referenced herein or any long run intervals, and in particular, previous performance is not an indicator of potential success and the results of Substantial Tide in this push launch may well not be indicative of, and are not an estimate, forecast or projection of Superior Tide upcoming effects. Forward-on the lookout statements contained in this news launch are expressly experienced by this cautionary assertion and replicate our expectations as of the day hereof, and hence are matter to modify thereafter. High Tide disclaims any intention or obligation to update or revise any forward-seeking statements, no matter whether as a consequence of new info, upcoming gatherings or otherwise, other than as needed by law. Variables that could result in expected chances and real effects to differ materially consist of, but are not restricted to, issues referred to higher than and somewhere else in Substantial Tide’s community filings and substance change reports, which are and will be accessible on SEDAR.

This information launch does not represent an present to sell or a solicitation of an present to invest in any of the securities in the United States of America. The securities have not been and will not be registered below the United States Securities Act of 1933 (the “1933 Act”) or any point out securities laws and might not be available or sold within just the United States or to U.S. Individuals (as outlined in the 1933 Act) except if registered beneath the 1933 Act and applicable state securities regulations, or an exemption from these registration is offered.


1 As of June 21st, 2021, dependent on analytics facts furnished by Alexa Net, Inc. connected to Grasscity, SmokeCartel and Day by day Significant Club. Site visitors information furnished by Google Analytics.

2 Adjusted EBITDA is a non-IFRS economic measure.

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