EXHIBIT 99.1

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

High Tide Inc. (the “Company” or “High Tide”)
Unit 112, 11127 – 15 Street N.E.
Calgary, Alberta T3K 2M4

Item 2: Date of Material Change

July 16, 2025

Item 3: News Release

A news release was issued and disseminated via CNW Group Ltd. d/b/a Canada Newswire on July 16, 2025, a copy of which was filed under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Item 4: Summary of Material Change

On July 16, 2025, the Company announced that it closed a loan agreement (“the Loan Agreement”) with a wholly owned subsidiary of Cronos Group Inc. to secure convertible debt with a principal amount of $30 million (the “Junior Secured Loan”).

Item 5.1: Full Description of Material Change

The Junior Secured Loan is secured by a third priority lien on certain of High Tide’s assets and bears interest at 4% per annum. Pursuant to the terms of the Loan Agreement, Cronos may, with the agreement of High Tide, from time to time, convert the Junior Secured Loan, excluding the amounts attributed to the original issuance discount, into common shares in the capital of High Tide (the “Common Shares”) at a price of $4.20 per Common Share (the Common Shares issued from such conversions, the “Conversion Shares”). The Junior Secured Loan has a 5-year term and may be repaid, in whole or in part, at any time, at High Tide’s option with no penalty.

Additionally, Cronos received a Common Share purchase warrant (the “Warrant”). The Warrant is exercisable into up to 3,836,317 Common Shares (the “Warrant Shares”) at an exercise price of $3.91 per Warrant Share, representing a 25% premium to the 30-day volume weighted average price of High Tide shares on the TSX Venture Exchange (the “TSXV”) ending on the trading day prior to the date of the news release, for a period of five years, at Cronos’ option.

The TSXV has conditionally approved the listing of the Conversion Shares and Warrant Shares, subject to the fulfillment of the requirements of the TSXV’s conditional approval.

Item 5.2: Disclosure for Restructuring Transactions

Not applicable.

Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102 (Confidentiality)

Not applicable.

Item 7: Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8: Executive Officer

For additional information with respect to this material change, the following person may be contacted:

Raj Grover

President, Chief Executive Officer, and Director

T: 403-770-9435

Email: raj@hightideinc.com

Item 9: Date of Report

July 24, 2025

EXHIBIT 99.2

LOAN AGREEMENT

HIGH TIDE INC.

as Borrower

- and -

HORTICAN INC.

as Lender

DATED AS OF July 16, 2025

1380-5754-0375.10

Table of Contents

Page

- ii -

- iii -

THIS LOAN AGREEMENT is made as of July 16, 2025

AMONG:

HIGH TIDE INC.

(the"Borrower")

- and-

HORTICAN INC.

(and one or more entities to whom such lender assigns an interest herein pursuant to Article 11 hereof, collectively, the"Lender'')

RECITALS:

A.   The Lender has agreed to provide the Loan to the Borrower on the terms and conditions herein set forth.

NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged by each of the parties hereto, the parties hereto covenant and agree as follows:

ARTICLE 1
DEFINITIONS

In this Agreement, including the recitals hereto, unless something in the subject matter or context is inconsistent therewith:

"Affiliate" means, with respect to any Person, each other Person that directly or indirectly (through one or more intermediaries or otherwise) controls, is controlled by, or is under common control with, such Person; and a Person shall be deemed to be"controlled by" any other Person if such other Person possesses, directly or indirectly, (a) the power to vote more than 50% of the securities (on a fully-diluted basis) having ordinary voting power for the election of directors or managing general partners, or (b) the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

"Agreement" or"Loan Agreement" means this loan agreement as the same from time to time may be amended, supplemented, restated or otherwise modified in accordance with the provisions hereof.

"Applicable Law" means all federal, provincial, state, municipal, foreign and international statutes, acts, codes, ordinances, decrees, treaties, rules, regulations, municipal bylaws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards or any provisions of the foregoing, including general principles of common and civil law and equity, and all policies, practices and guidelines of any Governmental Authority binding on the Person referred to in the context in which such word is used (including, in the case of tax matters, any accepted practice or application or official interpretation of any relevant taxation authority).

"Asset Sale"means any of the foregoing:

1380-5754-0375.10

Notwithstanding the preceding, the following items will be deemed not to be an Asset Sale:

“Asset Swap” means any substantially contemporaneous (and in any event occurring within 180 days of each other) purchase and sale or exchange of any assets (other than Shares) or properties used or useful in a Permitted Business between the Borrower or any Subsidiary and another Person; provided that the Fair Market Value of the assets or properties traded or exchanged by the Borrower or such Subsidiary (together with any cash and Cash Equivalents) is reasonably equivalent to the Fair Market Value of the assets or properties (together with any cash and Cash Equivalents) to be received by the Borrower or such Subsidiary.

“Borrower” means High Tide Inc. and its permitted successors and permitted assigns.

“Business Day” means a day on which banks are open for business in Calgary (Alberta), but does not, in any event, include a Saturday or a Sunday.

“Canadian Dollars”, “Cdn. Dollars” and “Cdn. $” mean lawful money of Canada for the payment of public and private debts.

“Cannabis” means:

(b)   of this definition or any analog thereof, including any product made by any organism contemplated by clause (c) of this definition;

“Cannabis Activities” means any activities of a Person (including advertising or promotional activities) relating to or in connection with the possession, exportation, importation, cultivation, production, processing, purchase, distribution or sale of Cannabis or Cannabis products, whether such activities are for medical, scientific, recreational or any other purpose.

“Cannabis Law” means Applicable Law with respect to Cannabis Activities made from time to time in any Relevant Jurisdiction, including the Cannabis Act, its regulations and the Controlled Drugs and Substances Act (Canada).

“Capital Stock” means:

(a)    in the case of a corporation, association or other business entity, any and all shares, interests, participations, rights or other equivalents (however designated and whether or not voting) in the authorized share structure of the entity;

(b)  in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited);

(d) any other interest or participation that confers on a Person, rights in, or other equivalents of or interests in, the equity of the issuing Person or otherwise confers the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities, including debt securities convertible into or exchangeable for Capital Stock (until they are actually converted), whether or not such debt securities have any right of participation with Capital Stock.

“Cash Equivalents” means:

(e)                commercial paper having a rating of “F-1” or higher from Fitch, “A-1” or higher from S&P, “P-1” or higher from Moody’s or “R-1(low)” or higher from DBRS and in each case maturing within 365 days after the date of acquisition;

(f)                  readily marketable direct obligations issued by a state of the United States of America or a province of Canada or any political subdivision thereof having a rating of “A” or higher from Fitch, “A” or higher from S&P, “A2” or higher from Moody’s or “A” or higher from DBRS, in each case with maturities not exceeding two years from the date of acquisition; and

“Cash Management Obligations” means obligations in respect of cash management services consisting of automated clearing house transactions, controlled disbursement services, treasury, depository, overdraft and electronic funds transfer services, foreign exchange facilities, currency exchange transactions or agreements and options with respect thereto, credit card processing services, credit or debit cards, purchase cards and any indemnity given in connection with any of the foregoing.

“Change of Control” means the occurrence of any of the following events:

For purposes of this definition, (i) a beneficial owner includes any Person or Group who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has voting power of, which includes the power to vote, or to direct the voting of, a security, (ii) a Person or Group shall not be deemed to have beneficial ownership of securities subject to a share purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement, and (iii) to the extent that one or more regulatory approvals are required for any of the transactions or circumstances described in clauses (a) to (d) above to become effective under Applicable Law and such approvals have not been received before such transactions or circumstances have occurred, such transactions or circumstances shall be deemed to have occurred at the time such approvals have been obtained and become effective under Applicable Law.

“Closing Date” means July 16, 2025 or such other date as may be agreed to in writing between the Lender and the Borrower, provided that the conditions precedent set out in section 7.2 have been satisfied by such date unless waived in writing by the Lender and the conditions precedent set out in section 7.1 have been satisfied by such date unless waived in writing by the Borrower.

“Collateral” means all of the present and future property, assets and undertaking of the Borrower and the other Loan Parties, excepting only the Excluded Assets.

“Common Shares” means, the common shares in the capital of the Corporation, as such common shares are constituted on the date of execution and delivery of this Agreement; provided that in the event of a change or a subdivision, revision, reduction, combination or consolidation thereof; any reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up; or successive changes, subdivisions, redivisions, reductions, combinations or consolidations, reclassifications, capital reorganizations, consolidations, amalgamations, arrangements, mergers, sales or conveyances or liquidations, dissolutions or windings-up, then, subject to adjustments, if any, having been made in accordance with the provisions of Section 10.2, “Common Shares” shall, as the context may then require, mean the shares or other securities or property resulting from such change, subdivision, redivision, reduction, combination or consolidation, reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up.

“Constating Documents” means, with respect to a corporation, its articles of incorporation, amalgamation or continuance, unanimous shareholders’ agreement or other similar document and its by-laws, and with respect to any other Person which is an artificial body, the organization and governance documents of such Person, all as amended from time to time.

“Conversion Price” means $4.20 per share (subject to adjustment in accordance with section 10.2).

“Current Market Price” of the Common Shares at any date means the price per Common Share equal to the VWAP for the 30 trading days preceding such date (i) on the TSXV, or (ii) if the Common Shares are not traded on the TSXV, on any other stock exchange or quotation system on which the Common Shares are traded, or (iii) if the Common Shares are not traded on any stock exchange or quotation system, on an over-the-counter market on which the Common Shares are traded. If the Common Shares are not then traded on an over-the-counter market or on any stock exchange or quotation system, the Current Market Price per Common Share shall be the fair market value of a Common Share as determined by an independent appraiser selected in good faith by the Borrower and reasonably acceptable to the Lender, the fees and expenses of which shall be paid by the Borrower.

“Current Ratio” means the Borrower’s current assets on a consolidated basis, divided by the Borrower’s current liabilities on a consolidated basis. The following shall be excluded for the purposes of calculating the Borrower’s consolidated current liabilities: (i) hedging obligations, and (ii) lease liabilities. Principal payments scheduled to be made pursuant to the Senior Debt in the immediately following twelve months shall be included in the absence of a demand or default thereunder, with the remainder of the scheduled principal payments to be classified as long term debt of the Borrower.

“Debt” means, with respect to any specified Person at any particular time, whether or not contingent and without duplication:

if and to the extent any of the preceding items (other than letters of credit and hedging obligations) would appear as a liability upon a statement of financial position of the specified Person prepared in accordance with IFRS.

“Debt Service Coverage Ratio” means in respect of any fiscal period, the ratio of EBITDA for such fiscal period, divided by the Debt Service Obligations.

“Debt Service Obligations” means the sum of principal and interest payments made by the Borrower during the immediately preceding four fiscal quarters determined on a consolidated basis, excluding principal and interest payments on indebtedness specifically subordinated and postponed to the Loan.

“Default” means any event or condition which, upon the giving of notice, lapse of time or a declaration or determination being made (or any combination thereof), would constitute an Event of Default.

“Disclosure Letter” means the disclosure letter particularizing certain factual matters, in form and substance satisfactory to the Lender, provided by the Borrower to the Lender on or before the date of this Loan Agreement.

“Distribution” means, without duplication:

“EBITDA” means, in respect of the immediately preceding four fiscal quarters, the consolidated net income of the Borrower in respect of such fiscal period determined in accordance with IFRS, plus the following amounts (to the extent such amounts were deducted in determining EBITDA, and without duplication):

provided that for the purposes of this definition EBITDA shall be calculated without reference to: (i) extraordinary or non-recurring income and gains; (ii) non-cash gains (such as unrealized foreign exchange gains); and (iii) net income attributable to any Investment in an entity that the Borrower does not control.

“Effective Date” means the Closing Date.

“Environment” means each and every component of the earth, including all layers of the atmosphere, air, land (including all underground spaces and cavities and all lands submerged under water), soil, water (including surface and underground water), organic and inorganic matter and living organisms, and the interacting natural systems that include the components referred to in this definition.

“Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, claims, Liens, notices of non-compliance or violation, investigations, inspections, inquiries or proceedings relating in any way to any Environmental Laws or to any permit issued under any such Environmental Laws including:

“Environmental Laws” means any Applicable Law relating, in whole or in part, to the protection or enhancement of the Environment, including with respect to occupational safety, product liability, public health, public safety and transportation or handling of dangerous goods.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Event of Default” means each of the events described in Section 8.1.
“Excluded Assets” means:

“Existing Debt” means the Debt set forth in the Disclosure Letter, all of which is in existence on the Effective Date, until such Debt is repaid or otherwise extended, refinanced, renewed, replaced, defeased or refunded.

“Fair Market Value” means the value that would be paid by a willing buyer to a willing seller that is not an Affiliate of the willing buyer in a transaction not involving distress or necessity of either party.

“Funded Debt” means Debt of the Borrower for borrowed money (on a consolidated basis) inclusive of long-term debt, short term borrowings and lease liabilities (excluding leases for retail premises). Any Debt of the Borrower which is subordinated to the Debt issued hereunder shall be excluded for the purposes of calculating Funded Debt.

“Governmental Authority” means:

“Governmental Authorization” means, in respect of any transaction, Person or event, any authorization, exemption, license, permit, franchise or approval from, or any filing or registration with, any Governmental Authority applicable to such transaction, Person or event or to any of such Person’s business, undertaking or property, including those required under any Environmental Law or Cannabis Law, and “Governmental Authorizations” means any and all of the foregoing.

“Hazardous Materials” means any and all hazardous substances, toxic waste, contaminants, pollutants or related materials, any products of waste, or any other contaminants, pollutants, substances or products declared to be waste, hazardous or toxic under Environmental Laws.

“IFRS” means International Financial Reporting Standards including International Accounting Standards and Interpretations together with their accompanying documents which are set by the International Account Standards Board, as the same are in effect as of the date hereof.

“Intercreditor Agreement” means the amended and restated intercreditor agreement by and among the Borrower, Servus, Olympia Trust Company and the Lender, dated as of the date hereof, as amended, modified, supplemented, restated or replaced from time to time in accordance with the terms and conditions of this Agreement.

“Interest Payment Date” has the meaning assigned to such term in Section 2.5. “Interest Rate” means 4% per annum.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of:

(b)   any capital contribution to another Person, by means of any transfer of cash or other property in any form;

(c)  any purchase or acquisition of Equity Interests, bonds, notes or other Indebtedness, or other instruments or securities, issued by another Person, including the receipt of any of the above as consideration for the disposition of assets or rendering of services;

(e)   all other items that are or would be classified as investments on a statement of financial position prepared in accordance with IFRS;

provided that Investments with respect to any Person shall exclude extensions of trade credit in the ordinary course of business. If the Issuer or any Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary, the Person making such sale or other disposition will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Issuer’s Investments in such Subsidiary that were not sold or disposed of.

“Lender” is defined on the first page hereof and also includes other Persons who are or become, a party to this Agreement in a capacity as lender to the Borrower pursuant to Article 11.

“Lien” means any mortgage, charge, pledge, lien, hypothec, assignment by way of security, lease, conditional sale or title retention agreement, security created under the Bank Act (Canada) or any other encumbrance or security interest, howsoever created or arising, whether fixed or floating, legal or equitable, perfected or otherwise, and any other interest in property or assets that secures payment or performance of an obligation, but does not include a right of set-off unless such right is intended to secure payment or performance of an obligation.

“Limited Guarantee” means a guarantee of the Obligations provided by a Person organized under the laws of a jurisdiction other than Canada or any province thereof or the United States, any state of the United States or the District of Columbia, the amount of which is limited by the amount required in order to comply with requirements of Applicable Law in the jurisdiction of organization in which such Person is organized with respect to the enforceability of such guarantee.

“Loan” has the meaning assigned to such term in Section 2.1.

“Loan Documents” means this Agreement, the Security Documents, the Warrant Certificate and all other agreements, instruments and documents contemplated or provided for hereunder or thereunder.

“Loan Parties” means, collectively, the Borrower and all present and future Material Subsidiaries of the Borrower, and their respective successors and permitted assigns, and “Loan Party” means anyone of them.

“Material Adverse Effect” means, when used in relation to the Loan Parties, a material adverse effect on:

“Material Subsidiary” means:

“Maturity Date” means the date that is five (5) years from the date of the initial advance to the Borrower under the Loan.

“Obligations” means the aggregate, at any time (but without duplication) of:

“Permitted Business” means (a) the business carried on by the Borrower as of the Effective Date, being the retail Cannabis business, and (b) any other business that is the same as, or reasonably related, ancillary or complementary to, the business described in clause (a) or to any of the businesses in which the Borrower and its Subsidiaries are engaged on the date hereof.

“Permitted Business Investments” means any Investment that is (a) made in the ordinary course of business, (b) an Investment in an arm’s-length third party that is not an affiliate of the Borrower and (c) of a nature that is or shall have become customary in, the Permitted Business through agreements, transactions, interests or arrangements which permit one to share risks or costs, comply with regulatory requirements or satisfy other objectives customarily achieved through the conduct of the Permitted Business, jointly with third parties, including, without limitation Investments in the form of or pursuant to operating agreements, service contracts, joint venture agreements, partnership agreements (whether general or limited) and other similar agreements with third parties.

“Permitted Debt” means:

(m)              Debt defined as Permitted Debt in the Disclosure Letter. “Permitted Distributions” means:

provided, in each case, that no Default or Event of Default exists at the time of, or would result from, any such Distribution.

“Permitted Liens” means:

“Person” means an individual, a partnership, a corporation, a company, an unincorporated organization, a trust, an unincorporated association, a joint venture, a union or other entity or a government or any department or agency thereof (collectively, an “entity”) and the respective heirs, executors, administrators, other legal representatives, successors and permitted assigns, as the case may be, of such entity.

“Purchase Money Obligations” means any secured Debt of the Borrower or a Subsidiary created or assumed to finance any part of the purchase price of real or tangible personal property, and including any extensions, renewals or refunding of any such Debt, provided that the principal amount of such obligation outstanding on the date of such extension, renewal, or refunding is not increased and the Lien given in respect of such Debt shall not extend to any asset other than the property acquired in connection with which such Debt was created or assumed, any proceeds thereof and fixed improvements, if any, erected or constructed thereon.

“Release” means any release, seepage, spill, emission, leak, escape, pumping, injection, deposit, disposal, discharge, dispersal, leaching, dumping or migration into the Environment including the movement of Hazardous Materials through ambient air, soil, surface water, ground water, wetlands or sub-surface strata.

“Relevant Jurisdiction” means, with respect to a Loan Party from time to time, any country or other national jurisdiction, and any province, territory, state or other relevant political subdivision of any other jurisdiction, where such Loan Party is incorporated, amalgamated or organized, or where it carries on business, or where it owns properties or assets.

“Security” means the Liens on the Collateral securing the Obligations pursuant to the Security Documents.

“Security Documents” means the documents described in Section 4.1 and any other documents which may be given to or held by the Lender from time to time to secure repayment of any or all of the Obligations, as such documents may be amended, modified, supplemented, replaced or restated from time to time. For the avoidance of doubt, the Intercreditor Agreement shall not constitute a Security Document.

“Secured Debenture Holders” means Olympia Trust Company, in its capacity as trustee and collateral agent under the Trust Indenture, and the holders of debentures issued pursuant to the Trust Indenture.

“Senior Debt” has the meaning assigned to such term in Section 4.2.

“Senior Lenders” at any time means, collectively, any Person (whether a financial institution, firm, lender, or otherwise) who is the holder of any Senior Debt of the Borrower at such time, whether such Debt is now existing or hereafter created or arising, and in each case, irrespective of the respective dates of attachment or perfection (including any lapse or re-perfection) of the Security and the security interest of any existing or future Senior Lender, and “Senior Lender” means any one of them, as the context requires; provided that any licensed producer of cannabis (or Affiliate thereof) other than Cronos Group Inc. and its Affiliates shall not be deemed to be a Senior Lender for any purpose under this Agreement. For the avoidance of doubt, each of Servus, the Secured Debenture Holders and Olympia Trust Company is a Senior Lender as of the Effective Date.

“Senior Security” means all Liens on the Collateral held by or on behalf of the Senior Lenders and in any manner securing Senior Debt and all Liens on the property of a Loan Party hereafter held by or on behalf of the Senior Lenders, provided that the Debt secured by all such Liens, in the aggregate, shall not exceed ____________

“Servus” means Servus Credit Union Ltd., a credit union incorporated under the laws of the Province of Alberta.

“Shares” means any interest in any partnership, trust or joint venture or any securities in the Capital Stock of any corporation or limited liability company, in each case which carry a residual right to participate in the earnings of such partnership, trust, joint venture, corporation or limited liability company or, upon liquidation or winding up of such partnership, trust, joint venture, corporation or limited liability company, to share in its assets and voting rights in all circumstances or voting rights conditional on the happening of an event if such event shall have occurred and be continuing.

“Subsidiary” means, with respect to any specified Person:

(ii) the specified Person, or any Subsidiary of the specified Person, is a controlling general partner of, or otherwise controls, such entity.

“Taxes” means all present or future taxes of any nature and howsoever termed, including all license and documentation fees, income taxes, capital taxes, goods and services taxes, levies, fiscal charges, imposts, duties, fees, assessments, surcharges, withholdings, restrictions, conditions or other charges of whatever nature and however arising which are imposed, assessed, charged, levied, withheld, deducted, demanded or otherwise applied pursuant to Applicable Law by any Person at any time, together with all interest thereon and penalties or similar liabilities with respect thereto, and “Tax” shall have a corresponding meaning.

“Trust Indenture” means the trust indenture dated July 31, 2024 between the Borrower and Olympia Trust Company, in its capacity as trustee of the debenture holders.

“TSXV” means the TSX Venture Exchange.

“VWAP” for any period, means the volume weighted average trading price of the Common Shares, calculated in accordance with customary market practice.

“Warrant Certificate” means the warrant certificate dated as of the Closing Date issued by the Borrower to Hortican Inc. to purchase Shares in the capital of the Borrower, in the form attached hereto as Schedule “A”.

In this Agreement:

This Agreement and, unless expressly specified otherwise, each of the other Loan Documents shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated as Ontario contracts. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom, without prejudice to the rights of the parties to take proceedings in any other jurisdictions.

Each accounting term used in this Agreement, unless otherwise defined herein, has the meaning assigned to it under IFRS. For greater certainty, all accounting terms and financial covenants and thresholds hereunder have been based upon IFRS in effect on the date hereof.

If any provision of any of the Loan Documents or any part thereof is found or determined to be invalid, illegal or unenforceable, such provision shall be severable from such Loan Document and the remainder of such Loan Document shall be construed as if such invalid, illegal or unenforceable provision or part had been deleted therefrom.

In the event that any day on or before which any action required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the first Business Day thereafter with the same force and effect as if such action had been taken on such non-Business Day and, in the case of any payments, no additional amounts shall accrue or be payable as a result of such delay.

Time is of the essence of each of the Loan Documents.

In this Agreement and each other Loan Document, unless otherwise specifically provided herein or therein and unless the context requires otherwise:

Notwithstanding anything herein to the contrary, the exercise of any right or remedy by the Lender is subject to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement, the provisions of the Intercreditor Agreement shall control.

The following Schedule is attached to and form a part of this Agreement:

ARTICLE 2
THE LOAN

Relying on each of the representations and warranties set out in Section 5.1 and subject to the terms and conditions of this Agreement, the Lender agrees to make a non-revolving term loan to the Borrower in the principal amount of $30,000,000.00 (the “Loan”). Upon and subject to the terms and conditions of this Agreement, the Loan shall be advanced in one advance on the Closing Date concurrent with closing.

The Borrower agrees that the funded amount of the Loan shall be reduced by an original issue discount of sixteen percent (16%) of the principal amount of the Loan, being $4,800,000.00 (the “OID”), which amount will be retained by the Lender, provided, that for the avoidance of doubt, notwithstanding such deduction from the funded amount of the Loan and the Lender’s net advance of $25,200,000.00 (the “Funded Amount”), the Borrower remains liable to pay:

The Borrower hereby covenants that the proceeds of the Loan shall be used by the Borrower for general corporate purposes and shall not be used by the Borrower to make any Distribution.

The Lender will maintain books of account evidencing the advance of the Loan and all other amounts owing by the Borrower to such Lender hereunder. The Lender will enter in the foregoing account details of all amounts from time to time owing, paid or repaid by the Borrower hereunder. The information entered in the foregoing account will constitute prima facie evidence of the obligations of the Borrower to the Lender hereunder with respect to the Loan, the Funded Amount and all other amounts owing by the Borrower to the Lender hereunder.

The Borrower will pay interest on the principal amount of the Loan at the Interest Rate. Such interest will be payable quarterly in arrears on the last day of each quarter (each, an “Interest Payment Date”) for the period from and including the date of the advance of the Loan or the previous Interest Payment Date, as applicable, to the current Interest Payment Date and will be calculated on the principal amount of the Loan outstanding during such period and on the basis of the actual number of days elapsed in a year of 365 days or 366 days, as the case may be.

[Reserved]

Solely for purposes of the Interest Act (Canada): (i) whenever the interest is to be computed or expressed at any rate (the “Specified Rate”) on the basis of a year of less than 365 days or any other period of time less than a calendar year hereunder, the annual rate of interest to which each such Specified Rate is equal is such Specified Rate multiplied by a fraction, the numerator of which is the actual number of days in the relevant year and the denominator of which is 365 or such other period of time, respectively;

(ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder; and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields.

To the extent permitted by Applicable Law, any provision of the Judgment Interest Act (Alberta) and the Interest Act (Canada) which restricts the rate of interest on any judgment debt shall be inapplicable to this Agreement and is hereby waived by the Borrower.

To the maximum extent permitted by Applicable Law, the Borrower shall pay interest on all overdue amounts owing by the Borrower hereunder (including any overdue interest payments) from the date each such amount is due (whether by acceleration or otherwise) until the date each such amount is paid in full (but excluding the date of such payment if such payment is made before 10:00 a.m.). Such interest shall be calculated daily, compounded monthly and payable on demand on the next Interest Payment Date at a rate per annum equal to the Interest Rate.

ARTICLE 3
PAYMENTS

The remaining Obligations shall be repaid in full on the Maturity Date without necessity for demand or notice.

At any time prior to the Maturity Date, upon not less than two Business Days’ prior written notice, the Borrower may prepay the principal amount of the Loan in whole or in part together with all interest then outstanding in immediately available funds. Any partial prepayment shall be in a minimum amount of

$1,000,000.00 and integral multiples thereof.

If an Event of Default exists, except as herein otherwise expressly provided, all payments made by the Borrower to the Lender hereunder shall be applied to such portion of the Obligations as the Lender may select in its reasonable discretion or as otherwise required by Law.

ARTICLE 4
SECURITY

(i) below, on the Closing Date, and in the case of subclauses (ii) through (iv) below, within forty-five (45) days following the Closing Date, the following:

The parties acknowledge that the Loan and the Security will rank junior and be subordinated to the Senior Debt and Senior Security, respectively, in each case pursuant to the Intercreditor Agreement. For greater certainty, the Borrower shall be permitted to incur and maintain, under existing financing or future financing arrangements, as the case may be, Debt with Senior Lenders (the “Senior Debt”) secured by Liens against the Collateral in priority to Liens granted to the Lender under the Security Documents, provided that the aggregate principal amount of such Debt outstanding to such Senior Lenders shall not exceed ______________. The Lender hereby consents to the Senior Debt, now existing or hereafter created, and the Senior Security now existing or hereafter granted to the Senior Lenders. The Lender covenants to execute and deliver such amendments, supplements, or amendments and restatements of the Intercreditor Agreement as may be reasonably necessary to carry out the intent and purpose of this Agreement with respect to the right of the Borrower to refinance, replace or add Senior Debt and Senior Security, provided that (i) the aggregate of the Senior Debt does not exceed ___________, (ii) any such amended, supplemented or amended and restated Intercreditor Agreement is on terms no less favourable to the Lender in any respect, as determined by the Lender in its reasonable discretion, than the Intercreditor Agreement as in effect on the date hereof, and (iii) nothing in any such amendment, supplement, or amendment and restatement shall in any way impair the Lender’s right to receive the repayment in full of the Loan in cash on the Maturity Date, to enforce its entitlement to such repayment, or to retain the proceeds of such repayment.

The Security Documents shall for all purposes be treated as separate and continuing guarantees and security and shall be deemed to have been given in addition to and not in place of any other guarantee or any security now held or hereafter acquired by the Lender. No item or part of the Security shall be merged or be deemed to have been merged in or by any simple contract debt or any judgment, and any realization of or steps taken or pursuant to the Security shall be independent of and not create a merger with any other right available to the Lender under this Agreement, any Security Document or any other Loan Document held by it or them or at law or in equity.

Nothing herein contained or in the Security now held or hereafter acquired by the Lender, nor any act or omission of the Lender with respect to any such Security, will in any way prejudice or affect the rights, remedies or powers of the Lender with respect to any other security at any time held by the Lender.

The Security and all other agreements, documents and instruments referred to in Section 4.1 will be in such form or forms as will be required by the Lender acting reasonably. Should the Lender, acting reasonably, determine at any time and from time to time that the form and nature of the then-existing Security is deficient in any way or does not fully provide the Lender with the Liens and priority to which it is entitled hereunder, the Borrower will forthwith execute and deliver or cause to be executed and delivered to the Lender, at the Borrower’s expense, such amendments to the Security or provide such new security as the Lender may reasonably request, subject in all respects to the rights of the Senior Lenders under the Intercreditor Agreement and Senior Security.

All Collateral acquired by or on behalf of the Borrower or any other Loan Party after the date of execution of the Security (hereinafter collectively referred to as “After-Acquired Property”), will be subject to the charges and security interests of the Security Documents, without any further conveyance, mortgage, pledge, charge, assignment or other act on the part of such parties. Without limiting the effect of the preceding sentence, the Borrower will from time to time execute and deliver, or cause to be executed and delivered, and the Lender will register, all at the Borrower’s expense, such instruments supplemental to the Security, in form and substance satisfactory to the Lender, acting reasonably, as may be necessary or desirable to ensure that the Security, as amended and supplemented, constitutes in favour of the Lender an effective fixed and floating charge or security interest over such After-Acquired Property as required hereunder, subject only to the Permitted Liens and the Intercreditor Agreement.

The Borrower hereby agrees at its own expense to register or cause the Security to be registered, and the Liens created thereby to be perfected, in such jurisdictions as the Lender may from time to time require to protect the Liens created thereby. The Borrower will, at its own expense, assist the Lender in the registration or recording of such agreements and instruments in such public registry offices in the Relevant Jurisdictions thereof as the Lender, acting reasonably, deems necessary to give full force and effect to this Section 4.7.

The Borrower hereby waives any requirement for the Lender to provide copies of registrations, verification statements, financing statements, financing change statements or similar documents undertaken by the Lender pursuant to the Personal Property Security Act (Alberta) or equivalent legislation in other jurisdictions.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES

The Borrower, for and on behalf of itself and each other Loan Party, represents and warrants to the Lender as follows:

(ii)        has kept and maintained its property in good operating condition and repair and has made all necessary replacement thereof and renewals thereto so that the value and operating efficiency thereof shall at all times be preserved and maintained, ordinary wear and tear excepted, and except where the failure to do so would not, either individually or in the aggregate, result in a material liability to the Borrower and its Subsidiaries, taken as a whole.

The Lender is an “accredited investor” as defined in National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) on the basis that the Lender fits within subsection (m) of such definition in Section 1.1 of NI 45-106 and has not been formed for the specific purpose of entering into the transactions contemplated in this Agreement. The Lender acknowledges and agrees that it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the transactions contemplated in this Agreement, and is able to bear the economic risk. The Lender further acknowledges that it is acquiring the warrants pursuant to the Warrant Certificate for investment purposes only and not with a view to resale or distribution.

The representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement until all Obligations have been paid in full, regardless of any investigation or examination made by the Lender or its counsel or any other Person, and the Lender shall be deemed to have relied upon each of such representations and warranties in making available each borrowing hereunder.

ARTICLE 6
COVENANTS

The Borrower, for and on behalf of itself and each of its Subsidiaries, covenants and agrees with the Lender as follows:

The Borrower, for and on behalf of itself and each Subsidiary, covenants and agrees with the Lender that, without the prior written consent of the Lender:

ARTICLE 7
CONDITIONS PRECEDENT

All Loan Documents, certificates, reports, opinions and other documentation which the Lender is entitled to receive hereunder from time to time shall be in form and substance satisfactory to the Lender, acting reasonably.

ARTICLE 8
EVENTS OF DEFAULT

Each of the following events shall constitute an “Event of Default”:

and such petition, application or proceeding shall continue undismissed, or unstayed and in effect, for a period of five (5) days after the institution thereof, provided that if an order, decree or judgment which is not stayed has been granted (whether or not entered or subject to appeal) against such Loan Party thereunder in the interim, such grace period shall cease to apply.

Upon the occurrence of any Event of Default which is continuing and has not been waived, the Lender may give written notice to the Borrower declaring all or any of the Obligations to be forthwith due and payable whereupon they shall become and be forthwith due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, the Lender shall be deemed to give such notice to the Borrower immediately upon the occurrence of an Event of Default described in Section 8.1(f) or (n).

Upon the making of a declaration contemplated by Section 8.2, the Security shall become immediately enforceable and the Lender may take such action or proceedings as the Lender in its sole discretion deems expedient to enforce the same, all without any additional notice, presentment, demand, protest or other formality, all of which are hereby expressly waived by the Borrower, on its own behalf and on behalf of the Loan Parties.

The Lender may from time to time waive an Event of Default, absolutely or for a limited time and subject to such terms and conditions as the Lender may specify. No such waiver shall be construed to extend to the occurrence of any other Event of Default. Any such waiver may be given prospectively or retrospectively. No failure of the Lender to exercise, or delay by the Lender in exercising, any of its rights or remedies shall be construed as a waiver of any Event of Default.

The Lender shall not be under any obligation to the Borrower, any other Loan Party or any other Person to realize any Collateral or enforce the Security or any part thereof or to allow any of the Collateral to be sold, dealt with or otherwise disposed of. The Lender shall not be responsible or liable to the Borrower, any other Loan Party or any other Person for any loss or damage upon the realization or enforcement of, the failure to realize or enforce the Collateral or any part thereof or the failure to allow any of the Collateral to be sold, dealt with or otherwise disposed of or for any act or omission on their respective parts or on the part of any director, officer, agent, servant or adviser in connection with any of the foregoing, except that the Lender will be responsible or liable for any loss or damage arising from their own wilful misconduct or gross negligence.

If an Event of Default has occurred and is continuing and if any Loan Party has failed to perform any of its covenants or agreements in the Loan Documents, the Lender may, on notice to such Loan Party, but shall be under no obligation to, perform any such covenants or agreements in any manner deemed fit by the Lender without thereby waiving any rights to enforce the Loan Documents. The reasonable expenses (including any legal costs) paid by the Lender in respect of the foregoing shall be added to and become part of the Obligations and shall be secured by the Security.

No Person dealing with the Lender or any agent thereof shall be concerned to inquire whether the Security has become enforceable, or whether the powers which such party is purporting to exercise have been exercisable, or whether any Obligations remain outstanding upon the security thereof, or as to the necessity or expediency of the stipulations and conditions subject to which any sale shall be made, or otherwise as to the propriety or regularity of any sale or other disposition or any other dealing with the collateral charged by such Security or any part thereof.

The rights and remedies of the Lender under the Loan Documents are cumulative and are in addition to and not in substitution for any rights or remedies provided by law. Any single or partial exercise by the Lender of any right or remedy for a default or breach of any term, covenant, condition or agreement herein contained shall not be deemed to be a waiver of or to alter, affect, or prejudice any other right or remedy or other rights or remedies to which the Lender may be lawfully entitled for the same default or breach. Any waiver by the Lender of the strict observance, performance or compliance with any term, covenant, condition or agreement herein contained, and any indulgence granted by the Lender shall be deemed not to be a waiver of any subsequent default.

In addition to and not in limitation of any rights now or hereafter granted by Law, the Lender may, at any time and from time to time upon notice to the Borrower, set-off, combine accounts and compensate and apply any and all deposits, general or special, time or demand, provisional or final, matured or unmatured, in any currency, and any other indebtedness at any time owing by the Lender or any of its Subsidiaries, to or for the credit of or the account of the Borrower or any of its Subsidiaries, against and on account of the Obligations notwithstanding that any of them are contingent or unmatured. When applying a deposit or other amount owing to a Lender or to any of its Subsidiaries in a currency that is different than the currency of any of the Obligations, the Lender or its Subsidiary, as the case may be, will convert the deposit or other amount using the spot rate in effect at the time of such conversion.

ARTICLE 9
INDEMNIFICATION OF LENDER

The Borrower hereby covenants with the Lender that it shall at all times hereafter keep the Lender and its Subsidiaries indemnified and held harmless from and against all suits (whether founded or unfounded), actions, proceedings, judgments, demands or claims instituted or made against the Lender, its Subsidiaries and its and their respective officers, directors, employees, shareholders, representatives, agents, heirs, executors and assignees (each, an “Indemnitee”), and all costs, losses, liabilities, damages and expenses (including all reasonable legal fees on a solicitor and his own client basis) incurred by such Indemnitee, in any way relating to, arising out of such Indemnitee entering into or being a party to any of the Loan Documents, or by reason of its exercising or performing any right, power or obligation under any of the Loan Documents or in connection with its interest in any Lien granted under the Loan Documents. This indemnity shall not apply to any matters caused by the gross negligence or wilful misconduct of the Indemnitees. This indemnity shall survive the termination of this Agreement.

ARTICLE 10
CONVERSION OF FUNDED AMOUNT

The Conversion Price will be subject to adjustment from time to time as follows:

(any of such events above, a “Share Reorganization”), the Conversion Price will be adjusted by multiplying the Conversion Price by a fraction, the numerator of which is the number of Common Shares outstanding on the record date or effective date of such Share Reorganization and the denominator of which is the total number of Common Shares outstanding immediately after such record date or effective date, including the number of Common Shares that would have been outstanding had the outstanding Funded Amount been ultimately converted into such Common Shares on such record date or effective date. Such adjustment will be made successively whenever any event referred to in this Section 10.2(a) occurs;

The following rules and procedures are applicable to adjustments made pursuant to this Article 10:

The Borrower shall not issue fractional Common Shares upon any conversion made pursuant to this Article 10. The Borrower shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

The Borrower shall, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 10.2, deliver a notice to the Lender specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby including the resulting Conversion Price and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

All corporate action required to be taken by the Borrower to authorize the issuance of the Common Shares issuable upon conversion pursuant to this Article 10 has been taken or will be taken prior to the Closing Date. The Borrower will at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) solely for the purpose of issue upon conversion of any Conversion Amount pursuant to this Article 10, such number of Common Shares as shall then be issuable upon conversion of the Funded Amount. All Common Shares which shall so be issuable shall be, upon issuance, duly and validly issued, fully paid and non-assessable.

ARTICLE 11
ASSIGNMENT

Except as permitted by Section 6.2(d), the Borrower shall not assign, delegate or transfer all or any part of its rights or obligations hereunder without the prior written consent of the Lender.

ARTICLE 12
GENERAL PROVISIONS

The Borrower authorizes the Lender to do all things as authorized by the Borrower even if such authorization is sent by fax or by e-mail and the Lender may deem such authorization valid and sufficient and the aforementioned presumption of accuracy shall apply to the authorization, whether it is required for transmitting information for any other purpose. Moreover, the Lender shall not be held liable for any delays which may be caused when an instruction is sent whether due to a technical problem of any kind.

Each party hereto shall, at the request of the other perform all such further acts and execute and deliver all such further documents as may, in the reasonable opinion of the other, be necessary or desirable in order to fully perform and carry out the purpose and intent of the Loan Documents.

In the event of (but to the extent only of) a conflict or inconsistency between the terms of this Agreement and any of the other Loan Documents, the terms of this Agreement shall govern. For greater certainty, the existence of additional rights of the Lender or additional obligations of the Borrower or any other Loan Party in any of the other Loan Documents shall not constitute a conflict or any inconsistency.

Any notice or other communication hereunder shall be in writing addressed to the party for whom it is intended and, if delivered, it shall be considered received (subject to Laws) on the day it is given to an officer of the recipient, or if by email transmission in PDF format during normal business hours on a Business Day, it shall be considered received on the same day as the transmission thereof was successfully completed to the email address provided as follows, provided that if a notice is received on a day that is not a Business Day or after 1:00 p.m. Calgary time on any day, it shall be deemed to be received on the following Business Day:

In the case of the Borrower:

At the address set forth opposite the Borrower’s name on the signature page hereto.

In the case of the Lender:

At the address set forth opposite the Lender’s name on the signature pages hereto.

Any party may change its address, fax number or email address, or provide an email address if one is not provided above or on the signature pages hereto, from time to time in a notice similarly given.

Time is of the essence in this Agreement.

This Agreement and the other Loan Documents contemplated by this Agreement constitute the entire agreement between the Borrower and the Lender in respect of the obligations herein set out and supersede and cancel any prior agreements between such parties concerning such obligations.

This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the Security and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Expect as provided in Article 7, this Agreement shall become effective when it has been executed by the Lender and when the Lender has received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.

This Agreement and any other Loan Document may be signed by way of associating or otherwise appending an electronic signature or other facsimile signature of the applicable signatory and the words “execution”, “signed”, “signature”, and words of like import in this Agreement and any other Loan Document shall be deemed to include electronic signature or other facsimile signature, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature.

The Borrower and Lender are each responsible for their own out-of-pocket expenses (including the reasonable fees and expenses of legal counsel, accountants and other advisors) incurred in connection with the preparation of this Agreement, the Security and transaction documents delivered in connection with this Agreement and the closing of this financing transaction.

[Signature page follows]

Docusign Envelope ID C387C829-O882-4451-A997-F2CA3BF83608

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

Address: 100-4838 Richard Rd SW,
Calgary, AB T3E 6L1

Telephone: 587-392-1238
Email

Address:
Telephone:
Email:

(Signature page to the Loan Agreement)

1380-5754-0375.10

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

Address:
Telephone:
Email:

Address: ____________________
               Attention: Legal Department

Email: _______________________

[Loan Agreement - Signature Page]

SCHEDULE A

FORM OF WARRANT CERTIFICATE

1380-5754-0375.10

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND ANY SECURITY ISSUED ON EXERCISE HEREOF MUST NOT TRADE THE SECURITY AND ANY SECURITY ISSUED ON EXERCISE HEREOF BEFORE NOVEMBER 17, 2025.

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR U.S. STATE SECURITIES LAWS. BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF, THE HOLDER AGREES FOR THE BENEFIT OF HIGH TIDE INC. (THE “COMPANY”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY; OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; OR (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS; OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THIS WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE AT OR BEFORE 2:00 P.M. (CALGARY TIME) ON JULY 16, 2030, AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.

COMMON SHARE PURCHASE WARRANT
HIGH TIDE INC.

Number of warrants represented by this certificate: 3,836,317         Original Issue Date: July 16, 2025
Certificate number: 1

THIS COMMON SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Hortican Inc., a company existing under the laws of Canada, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Original Issue Date”), subject to the vesting provision at Section 2(c) hereof, and on or prior to 2:00 p.m. (Toronto time) on July 16, 2030 (the “Termination Date”), but not thereafter, to subscribe for and purchase from High Tide Inc., a company existing under the laws of the Province of Alberta (the “Company”), up to 3,836,317 common shares in the capital of the Company (“Common Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

1394-1279-6951.11

Section 1.          Certain Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the loan agreement between the Issuer and the Company dated July 16, 2025 (the “Loan Agreement”).

“Adjustment Period” means the period commencing on the Original Issue Date and ending at the Termination

Date.

“Current Market Price” of the Common Shares at any date means the price per Common Share equal to the VWAP for the 30 Trading Days preceding such date (i) on the TSXV, or (ii) if the Common Shares are not traded on the TSXV, on any other stock exchange or quotation system, or (iii) if the Common Shares are not traded on any stock exchange or quotation system, on an over-the-counter market. If the Common Shares are not then traded on an over- the-counter market or on any stock exchange or quotation system, the Current Market Price per Common Share shall be the fair market value of a Common Share as determined by an independent appraiser selected in good faith by the Company and reasonably acceptable to the Holder, the fees and expenses of which shall be paid by the Company.

“Trading Day” with respect to a stock exchange or over-the-counter market means a day on which such exchange or market is open for business.

“TSXV” means the TSX Venture Exchange.

“VWAP” for any period, means the volume weighted average trading price of the Common Shares, calculated in accordance with customary market practice.

Section 2.         Exercise.

This Warrant and the Warrant Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or under state securities laws of any state in the United States. The Warrants and any Common Shares issued upon exercise of such Warrants will be, “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act. Accordingly, this Warrant may not be exercised in the United States, by, or on behalf of a U.S. Person or a person in the United States unless an exemption is available from the registration requirements of the Securities Act and applicable state securities laws. “United States” and “U.S. Person” have the meanings given to them in Regulation S under the Securities Act.

(A) = the Current Market Price at the date on which the Holder elects to exercise this Warrant by means of a cashless exercise, as set forth in the applicable Notice of Exercise;

(B) = the Exercise Price of this Warrant, as adjusted hereunder; and

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant (or portion thereof) in accordance with the terms of this Warrant Certificate if such exercise were by means of a cash exercise rather than a Cashless Exercise.

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS

SECURITY MUST NOT TRADE THE SECURITY BEFORE [the date which is four months and one day after the Original Issue Date will be inserted].”

And if applicable under the policies of the TSXV, the additional legend as follows:

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT

OF A CANADIAN RESIDENT UNTIL [the date which is four months and one day after the Original Issuance Date will be inserted].”

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR U.S. STATE SECURITIES LAWS. BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, THE HOLDER AGREES FOR THE BENEFIT OF HIGH TIDE INC. (THE “COMPANY”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY; OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; OR (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS; OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.;

Section 3.           Certain Adjustments.

Section 4.          Transfer of Warrant.

Transferability. Subject to compliance with any applicable securities laws, and provided that the transferee is not on the “Restricted List” provided by the Company in the Disclosure Letter (as defined in the Loan Agreement), as may be updated pursuant to the process outlined in the Loan Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Section 5.          Consolidation and Amalgamation.

Section 6.          Miscellaneous.

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Shares a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the TSXV upon which the Common Shares may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its notice of articles or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be reasonably necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be reasonably necessary from any public regulatory body or bodies having jurisdiction thereof.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Wa1rnnt to be executed by its officer thereunto duly authorized as of the date first above indicated.

1399-2141-5960, V. 1

EXHIBIT A

NOTICE OF EXERCISE

TO: HIGH TIDE INC. (THE “COMPANY”)

The undersigned, pursuant to the terms of the attached Warrant, hereby (check applicable box(es)):

AND/OR

(A) = the Current Market Price as of the date of this Notice of Exercise;

(B) = the Exercise Price of the Warrant, as adjusted hereunder; and

(X) = the number of Warrant Shares that would be issuable upon this exercise of the Warrant (or portion thereof) in accordance with the terms of the Warrant Certificate if such exercise were by means of a cash exercise rather than a Cashless Exercise.

The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

It is understood that the Company may require evidence to verify the foregoing representations. Notes:

1394-1279-6951.11

The undersigned hereby irrevocably directs that the said Warrant Shares be issued, registered and delivered as follows:

If the attached Warrant has been exercised in part, the Company shall, pursuant to section 2(d)(v) of the Warrant Certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by the attached Warrant, which new Warrant shall in all other respects be identical with the attached Warrant.

[SIGNATURE OF HOLDER]

EXHIBIT B

ASSIGNMENT FORM

(To assign and transfer the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned and transferred to

In the case of a Warrant Certificate that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):

This Warrant shall only be transferable in accordance with all applicable laws. Without limiting the foregoing, if the Warrant Certificate bears a legend restricting the transfer of the Warrant except pursuant to an exemption from registration under the Securities Act, this Assignment Form must be accompanied by a Declaration for Removal of Legend in the form attached as Exhibit “C” (or such other form as the Company may prescribe from time to time), or a written opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company to the effect that the assignment and transfer is exempt from registration under the Securities Act and applicable state securities laws.

In the case of a Warrant Certificate that does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of, a U.S. Person or a person in the United States, the undersigned transferor hereby represents, warrants and certifies that the transfer of the Warrants is being completed pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws, in which case the undersigned transferor has furnished to the Company an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company to such effect.

In the event this transfer of the Warrant represented by this Warrant Certificate is to or for the account or benefit of a U.S. Person or a person in the United States, the Holder acknowledges and agrees that the Warrant Certificate(s) representing such Warrant issued in the name of the transferee will be endorsed with a U.S. Legend. “U.S. Person” and “United States” have the meanings ascribed to them in Regulation S under the Securities Act.

Dated: ______________________ __, _____

Holder’s Signature: ______________________________

Holder’s Address: ________________________________

EXHIBIT C

Form of Declaration for Removal of Legend –

Rule 904 Under the U.S. Securities Act of 1933

TO:                         HIGH TIDE INC. (THE “COMPANY”)

AND TO:               OLYMPIA TRUST COMPANY., AS REGISTRAR AND TRANSFER AGENT FOR THE COMPANY’S COMMON SHARES (THE “TRANSFER AGENT”)

The undersigned (A) acknowledges that the sale of _______________ £ common shares OR £ common share purchase warrants of the Company to which this declaration relates, represented by certificate number ________________________ or held in Direct Registration System (DRS) Account No.  ____________________, is being made in reliance on Rule 904 of Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1) the undersigned (a) is not an “affiliate” of the Company, as that term is defined in Rule 405 under the U.S. Securities Act, or is an affiliate solely by virtue of being an officer or director of the Company, (b) is not a “distributor” as defined in Regulation S, and (c) is not an affiliate of a distributor; (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange, the Cboe Canada exchange or any other “designated offshore securities market”, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) the seller does not intend to replace such securities with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U. S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

Dated ________________, 20__.

Affirmation by Seller’s Broker-Dealer
(Required for sales pursuant to Section (B)(2)(b) above)

We have read the representation letter of ____________ (the “Seller”) dated __________, 20__, pursuant to which the Seller has requested that we sell, for the Seller's account, ________________ common shares of the Company represented by certificate number ______________ or held in Direct Registration System (DRS) Account No.____________ (the “Common Shares”). We have executed sales of the Common Shares pursuant to Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), on behalf of the Seller. In that connection, we hereby represent to you as follows:

For purposes of these representations: “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the undersigned; “directed selling efforts” means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Common Shares (including, but not be limited to, the solicitation of offers to purchase the Common Shares from persons in the United States); and “United States” means the United States of America, its territories or possessions, any State of the United States, and the District of Columbia.

Legal counsel to the Company shall be entitled to rely upon the representations, warranties and covenants contained in this letter to the same extent as if this letter had been addressed to them.

Dated _________________, 20__.

EXHIBIT 99.3

REGISTRATION RIGHTS AGREEMENT

by and between
HIGH TIDE INC.

and
HORTICAN INC.

DATED AS OF JULY 16, 2025

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 16, 2025 (the “Effective Date”) by and between High Tide Inc. (the “Company”) and Hortican Inc. (together with its assigns and successors, the “Holder”).

RECITALS

A.                  Pursuant to that certain Loan Agreement dated July 16, 2025 by and between the Holder and the Company (the “Loan Agreement”), the Holder has agreed to provide a convertible junior secured loan to the Company, convertible under certain circumstances into Common Shares (as defined below) of the Company;

B.                 Concurrently with the entry into the Loan Agreement, the Holder has agreed to subscribe for warrants (“Warrants”) exercisable into Common Shares (the “Warrant Shares”);

C.                 As a condition to the entry into such Loan Agreement and the subscription for such Warrants, the Holder requires that the Company enter into this Agreement; and

D.                 Pursuant to this Agreement, the Company desires to, among other things, provide the Holder with certain registration rights from the Company with respect to the Conversion Shares and the Warrant Shares.

NOW THEREFORE, the parties agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1 Certain Defined Terms. For purposes of this Agreement, the

following terms shall have the meanings set forth in this Section 1.1 of this Agreement:

“bought deal” means a public offering of securities as described in the definition of “bought deal agreement” in Section 7.1 of National Instrument 44-101 – Short Form Prospectus Distributions.

“Canadian Securities Laws” means the applicable securities legislation of each of the provinces and territories of Canada and the regulations, rules, rulings and orders made thereunder, together with applicable published policy statements, instruments, blanket orders and notices of the securities commissions and regulatory authorities in such jurisdictions.

“Canadian Securities Regulators” means, collectively, the securities commissions or other securities regulatory authorities in each of the provinces and territories of Canada.

“Common Shares” means common shares in the capital of the Company.

“Company Board” means the board of directors of the Company.

“Conversion Shares” means the Common Shares issuable upon conversion of the convertible junior secured loan provided by the Holder to the Company pursuant to the Loan Agreement.

“Demand Notice” has the meaning ascribed thereto in Section 2.2(a) of this Agreement.

“Demand Registration” has the meaning ascribed thereto in Section 2.2(a) of this Agreement.

“Distribution” means (a) the qualification of a distribution of Common Shares pursuant to a Prospectus under applicable Canadian Securities Laws in one or more of the Qualifying Jurisdictions or (b) the registration of Common Shares pursuant to a Registration Statement in the United States, in each case, excluding any distribution of Common Shares relating to: (i) employee benefit plans, equity incentive plans or dividend reinvestment plans, (ii) an acquisition, arrangement, amalgamation, merger, business combination or similar transaction after the date hereof by the Company or any of its subsidiaries of or with any other businesses, (iii) an exchange offer or offering of securities solely to the Company’s existing shareholders or (iv) an offering of debt that is convertible into equity securities of the Company.

“Holder” means Hortican Inc. and any Person to which Hortican Inc. or a permitted transferee thereof has transferred its Registrable Securities.

“Holder’s Expenses” has the meaning ascribed thereto in Section 2.6 of this

Agreement.

“Indemnified Party” has the meaning ascribed thereto in Section 3.4 of this Agreement.

“Indemnifying Party” has the meaning ascribed thereto in Section 3.4 of this Agreement.

“Loan Agreement” has the meaning ascribed thereto in the Recitals of this Agreement.

“Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, association, joint-stock company, estate, trust, organization, governmental authority or other entity of any kind or nature.

“Piggy-Back Notice” has the meaning ascribed thereto in Section 2.3 of this

Agreement.

“Piggy-Back Registration” has the meaning ascribed thereto in Section 2.3 of this Agreement.

“Prospectus” means a “prospectus,” as such term is used in National Instrument

41-101 – General Prospectus Requirements, including all amendments and supplements thereto, but excluding a “base shelf prospectus” as defined in National Instrument 44-102 – Shelf Distributions.

“Qualifying Jurisdictions” means, collectively, all the provinces and territories of Canada.

“Registrable Securities” means any Conversion Shares and/or Warrant Shares

held by the Holder and any other equity security of the Company issued or issuable with respect to any such Conversion Shares and/or Warrant Shares by way of a share dividend, share subdivision, share consolidation, share capitalization or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the U.S. Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the U.S. Securities Act or applicable Canadian Securities Laws; (iii) such securities shall have ceased to be outstanding; or (iv) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration Statement” means a registration statement filed with the SEC pursuant to the U.S. Securities Act (including any prospectus supplement filed with respect thereto).

“SEC” means the U.S. Securities and Exchange Commission.

“Shelf Registration” has the meaning ascribed thereto in Section 2.1(a).

“Shelf Registration Statement” has the meaning ascribed thereto in Section 2.1(a).

“Shelf Takedown” has the meaning ascribed thereto in Section 2.1(d).

“Transfer Taxes” means all transfer, documentary, sales, use, stamp, recording, value added, registration and other similar such taxes and all conveyance fees, recording fees and other similar charges (in each case, excluding any taxes imposed on, measured by, or computed with respect to net income).

“U.S. Prospectus” means the prospectus forming a part of the Registration

Statement.

“U.S. Securities Act” means the U.S. Securities Act of 1933, as amended.

“underwriter” and all terms which are derivatives thereof shall be deemed to

include “best efforts agent” and all terms which are derivatives thereof, as appropriate;

“Underwriters’ Cutback” has the meaning ascribed thereto in Section 2.4(b) of this Agreement.

“Underwritten Shelf Takedown” has the meaning ascribed thereto in Section

2.1(e).

“Underwritten Shelf Takedown Notice” has the meaning ascribed thereto in

Section 2.1(e).

“Valid Business Reason” has the meaning ascribed thereto in Section 2.1(f)

Section 1(f) of this Agreement.

“Warrant” has the meaning ascribed thereto in the Recitals of this Agreement.

“Warrant Certificate” means the certificate representing the Warrants.

“Warrant Shares” has the meaning ascribed thereto in the Recitals of this Agreement.

ARTICLE II

REGISTRATION RIGHTS

Section 2.1      Shelf Registration.

(a)               At any time after the date hereof, upon the request of the Holder, the Company shall (i) prepare and file with the SEC a Registration Statement on Form F-3, F-10 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the U.S. Securities Act or any successor rule thereto that covers all Registrable Securities then outstanding for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration”), (ii) amend an existing registration statement so that it is usable for Shelf Registration and an offering on a delayed or continuous basis of Registrable Securities, or (iii) file a prospectus supplement that shall be deemed to be a part of an existing registration statement in accordance with Rule 430B under the U.S. Securities Act that is usable for Shelf Registration and an offering on a delayed or continuous basis of Registrable Securities (each of (i), (ii), and (iii), as applicable, a “Shelf Registration Statement”). If permitted under the U.S. Securities Act, such Shelf Registration Statement shall be an “automatic shelf registration statement” as defined in Rule 405 under the U.S. Securities Act.

(b)               The Company shall use its commercially reasonable efforts to (i) cause the Shelf Registration Statement filed pursuant to Section 2.1(a) of this Agreement to be declared effective by the SEC or otherwise become effective under the U.S. Securities Act as promptly as practicable after the filing thereof and (ii) keep such Shelf Registration Statement continuously effective and in compliance with the U.S. Securities Act and useable for the resale of Registrable Securities until such time as there are no Registrable Securities remaining, this Agreement is terminated in accordance with its terms, or the Company is no longer eligible to maintain a Shelf Registration Statement, including by filing successive replacement or renewal Shelf Registration Statements upon the expiration of such Shelf Registration Statement.

(c)               At any time and from time to time that a Shelf Registration Statement is effective, if the Holder requests (i) the registration under the U.S. Securities Act of additional Registrable Securities pursuant to such Shelf Registration Statement or (ii) that the Holder be added as a selling shareholder in such Shelf Registration Statement, the Company shall as promptly as practicable amend or supplement the Shelf Registration Statement to cover such additional Registrable Securities and/or the Holder.

(d)               The Holder shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell any or all of the Registrable Securities covered by such Shelf Registration Statement (a “Shelf Takedown”); provided that any Shelf Takedown that is an Underwritten Shelf Takedown shall be subject to Section 2.1(e) of this Agreement.

(e)               The Holder, if intending to effect a Shelf Takedown, shall be entitled to request, by written notice to the Company (an “Underwritten Shelf Takedown Notice”), that the Shelf Takedown be an underwritten offering (an “Underwritten Shelf Takedown”). The Underwritten Shelf Takedown Notice shall specify the number of Registrable Securities intended to be offered and sold by the Holder pursuant to the Underwritten Shelf Takedown and the intended method of distribution. The Company shall have the right to select the managing underwriter(s) and other underwriters to effect the Underwritten Shelf Takedown, provided, however, that such selection shall also be satisfactory to the Holder, acting reasonably.

(f)                Notwithstanding anything else to the contrary in this Section 2.1, the Company shall be entitled to postpone a Shelf Registration if the Company Board reasonably determines in its good faith judgment, and will not be required to keep a Shelf Registration Statement effective during any period in respect of which the Company Board reasonably determines in its good faith judgment, that either: (i) such filing or keeping effective, as applicable, would impede the ability of the Company to consummate a pending or proposed material financing, acquisition, corporate reorganization, merger or other transaction involving the Company or would have a material adverse effect on the business of the Company and its subsidiaries (taken as a whole) or (ii) there exists at the time material non-public information relating to the Company the disclosure of which would be detrimental to the Company (each, a “Valid Business Reason”), in which case the Company’s obligations under Section 2.1 of this Agreement shall be deferred for a period of not more than 90 days upon such written notice; provided, however, that (A) the Company shall give written notice to the Holder: (x) of its determination pursuant to this subclause (f), and, subject to compliance by the Company with applicable securities laws, of the facts giving rise to the Valid Business Reason and (y) of the time at which it determines the Valid Business Reason to no longer exist; and (B) the Company shall not qualify or register any securities offered by the Company during such period.

Section 2.2      Demand Registration Rights.

(a)                From the date hereof until the date on which the Holder no longer holds any Registrable Securities (the “Expiration Time”), at any time and from time to time, the Holder, subject to the limitations of this Section 2.2 of this Agreement, to the extent permitted by applicable law, shall be entitled to make no more than, during any twelve-month period, two written requests of the Company for the Company to file a Prospectus under applicable Canadian Securities Laws and/or a Registration Statement under the U.S. Securities Act (and, if the Company is not eligible under applicable laws to register Registrable Securities by way of a Registration Statement on Form F-3 or F-10 pursuant to Section 2.1, a Registration Statement other than a Shelf Registration Statement under the U.S. Securities Act) and take such other steps as may be necessary to facilitate a secondary offering in one or more of the Qualifying Jurisdictions and/or the United States, as applicable, of all or any portion of the Registrable Securities held by the Holder (a “Demand Registration”), by giving written notice of such Demand Registration to the Company (the “Demand Notice”).

(i)                 within a period of three months after the date of completion of a Distribution in respect of which either a Demand Notice or Piggy-Back Notice was delivered;

(ii)               if, in the Company’s reasonable judgment, it is not feasible for the Company to proceed with a Demand Registration because of the unavailability of audited or other required financial statements or financial information or disclosure of the Company or any other Person required to be included in the Prospectus pursuant to applicable laws or any other disclosure required pursuant to applicable securities laws; provided, that the Company shall use its commercially reasonable efforts to obtain such financial statements or other disclosure as promptly as practicable;

(iii)            during any black-out period in which the Company is not permitted to issue securities or insiders of the Company are restricted from trading in securities of the Company under applicable law, the Company’s insider trading policy or any other applicable policy of the Company; or

(iv)             if the Demand Registration is expected to result in gross proceeds of less than $50 million, unless the number of Registrable Securities to be included in the Demand Registration represents five percent or more of the Common Shares then outstanding (on a fully diluted basis);

provided, however, that if the Holder provides a reasonably detailed written notice to the Company advising the Company that the Holder has determined based on information not reasonably available to it as at the date of this Agreement and after consultation with its outside legal counsel, a nationally recognized firm, that the holding of an investment in the Company by any of the Holder or its affiliates would reasonably be expected to result in a violation of, or any material liability (other than any liability arising from obligations required to be performed by the Holder under this Agreement) to, the Holder under applicable law and such violation or liability, in the reasonable determination of the Holder, after consultation with its outside legal counsel, a nationally recognized firm, could not reasonably be expected to be cured (other than a disposition of the Registrable Securities beneficially owned by the Holder to a third party) by commercially reasonable efforts to do so, which notice outlines the basis upon which the Company has reached the above referenced determination, then the Company shall not be able to refuse a Demand Notice solely on the basis of the limitations included in Section 2.2(b)(i) and Section 2.2(b)(iii) of this Agreement.

(c)               The Company shall be entitled to postpone a Demand Registration (upon written notice to the Holder) in the event the Company Board reasonably determines in its good faith judgment that there exists a Valid Business Reason, in which case the Company’s obligations under this Section 2.2 of this Agreement shall be deferred for a period of not more than 90 days from the date of receipt of the Demand Notice; provided, however, that (A) the Company shall give written notice to the Holder: (x) of its determination to postpone filing of the Prospectus and/or Registration Statement, as applicable, and, subject to compliance by the Company with applicable securities laws, of the facts giving rise to the Valid Business Reason and (y) of the time at which it determines the Valid Business Reason to no longer exist; and

(B) the Company shall not qualify or register any securities offered by the Company during such period.

(i)                 specify the number of Registrable Securities that the Holder intends to offer and sell;

(ii)               express the intention of the Holder to offer or cause the offering of such Registrable Securities;

(iii)            describe the nature or methods of the proposed offer and sale thereof, the Qualifying Jurisdictions in which such offer will be made, and whether such offer will be made in the United States;

(iv)      the minimum offering price per Registrable Security that the Holder, acting reasonably, would be willing to accept in such Demand Registration;

(v)               contain the undertaking of the Holder to provide all such information regarding the Holder, its holdings and the proposed manner of distribution thereof and to take all such other actions as may be required in order for the Company, the Holder and the Distribution to comply with all applicable laws; and

(vi)             specify whether such offer and sale will be made on an underwritten or fully-marketed basis.

(e)               In the case of an underwritten public offering initiated pursuant to this Section 2.2 of this Agreement, the Company shall have the right to select the managing underwriter(s) and other underwriters to effect the Distribution in connection with such Demand Registration, provided, however, that such selection shall also be satisfactory to the Holder, acting reasonably. The Company shall have the right to retain counsel of its choice to assist it in fulfilling its obligations under this Article II of this Agreement.

Registrable Securities may be included in any Demand Registration.

(g)               In the case of an underwritten Demand Registration, the Holder and its Representatives may participate in the negotiation of the terms of any underwriting agreement. Such participation in, and the Company’s completion of, the underwritten Demand Registration is conditional upon each of the Holder and the Company agreeing that the terms of any underwriting agreement are satisfactory to it, in its reasonable discretion.

(h)               The Company shall not, without the prior written consent of the Holder, which consent shall not unreasonably be withheld or delayed, sell, offer to sell, announce any intention to sell, grant any option for the sale of, or otherwise dispose of any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Company, or acquire any securities of the Company, whether for its own account or for the account of another securityholder, from the date of a Demand Notice until the date of the closing of the sale of the Registrable Securities in accordance with a Demand Registration (unless the Holder withdraws its request for qualification or registration of its Registrable Securities pursuant to such Demand Registration in accordance with Section 2.5(a) of this Agreement), other than (i) in connection with grants of incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, employee stock purchase plans, or other similar issuances pursuant to the Company’s omnibus plan (collectively, “Equity Awards”); (ii) upon the exercise of outstanding Equity Awards and common share purchase warrants of the Company; or (iii) pursuant to rights or obligations under securities or instruments outstanding on the date hereof or issued as permitted by subparagraph (i), or (ii), above.

Section 2.3      Piggy-Back Registration Rights.

(a)               From the date hereof until the Expiration Time, if, at any time and from time to time, the Company proposes to make a Distribution for its own account, the Company shall, at that time, promptly give the Holder written notice (the “Piggy-Back Notice”) of the proposed Distribution.

applicable) proposed to be distributed;

other underwriters; and

(v)               specify the minimum offering price per Common Share that the Company, acting reasonably, would be willing to accept in such Distribution.

(c)               In the event that a Piggy-Back Notice shall have been given, the Holder may request the inclusion of Registrable Securities in the Distribution (a “Piggy-Back Registration”) by providing written notice (the “Piggy-Back Exercise Notice”) to the Company within 72 hours of receipt of the Piggy-Back Notice, which shall:

(i)                 specify the number of Registrable Securities that the Holder wishes to offer and sell in the applicable Distribution; and

(ii)               contain the undertaking of the Holder to provide all such information regarding the Holder, its holdings and the proposed manner of distribution thereof and to take all such other actions as may be required in order for the Company, the Holder and the Distribution to comply with all applicable laws.

(d)               The Company shall, subject to the limitations of this Article II of this Agreement and applicable securities laws, use commercially reasonable efforts to include, and, as applicable, cause to be qualified or registered in the applicable Distribution, the Registrable Securities specified in the Piggy-Back Notice.

(e)               If, at any time after giving a Piggy-Back Notice and prior to the time a Prospectus is filed in connection with such Piggy-Back Registration, the Company shall determine for any reason not to complete such Distribution, the Company may, at its election, give written notice of such determination to the Holder and thereupon shall be relieved of its obligation to complete a Distribution of any Registrable Securities in connection with such particular withdrawn or abandoned Piggy-Back Registration; provided, that if permitted pursuant to Section 2.2 of this Agreement, the Holder may continue the Distribution as a Demand Registration pursuant to the terms of Section 2.2 of this Agreement.

Section 2.4      Underwriters’ Cutback.

(a)               If, in connection with a Demand Registration, the managing underwriter or underwriters (if any) shall impose a limitation on the number or kind of securities which may be included in any such Distribution because, in its reasonable judgment, the inclusion of securities requested to be included in such offering would likely have a significant adverse effect on the distribution or sales price of the securities to be sold in such Distribution (an “Underwriters’ Cutback”), then the Company shall be obligated to include in such Distribution such securities as is determined in good faith by such managing underwriter or underwriters in the following priority:

registered by the Holder in the applicable Demand Notice;

account; and

any other shareholders on a pro rata basis.

(b)                If, in connection with a Piggy-Back Registration, the managing underwriter or underwriters (if any) shall impose a limitation on the number or kind of securities which may be included in any such Distribution because, in its reasonable judgment, the inclusion of securities requested to be included in such offering by Holder would likely have a significant adverse effect on the distribution or sales price of the securities to be sold in such Distribution, then the Company shall be obligated to include in such Distribution such securities as is determined in good faith by such managing underwriter or underwriters in the following priority:         

(i)                 first, on a pro rata basis in respect of (A) Common Shares offered by the Company for its own account and (B) the Registrable Securities requested to be qualified or registered by the Holder in the applicable Piggy-Back Exercise Notice;

for its own account;

qualified or registered by the Holder in the applicable Piggy-Back Exercise Notice after the inclusion of the Registrable Securities pursuant to (i) above; and

any other shareholders on a pro rata basis.

Section 2.5      Withdrawal of Registrable Securities.

(a)               The Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Demand Registration or Piggy-Back Registration pursuant to Section 2.2 or Section 2.3 of this Agreement by giving written notice to the Company of its request to withdraw; provided, however, that:

(i)                 such request shall be made in writing to the Company prior to the public announcement of the Distribution by the Company; and

(ii)               such withdrawal shall be irrevocable and, after making such withdrawal, the Holder shall no longer have any right to include its Registrable Securities in the Distribution pertaining to which such withdrawal was made.

(b)               In the event of any such withdrawal, the Holder shall be deemed to not have participated in or requested such Demand Registration or a Piggy-Back Registration, as applicable, and the Registrable Securities shall continue to be Registrable Securities for the purposes of this Agreement; provided, that, if such withdrawal is in respect of a Demand Registration, then, subject to Section 2.5(d) of this Agreement, the request shall be deemed to have been made for purposes of determining whether the Holder exercised its right to a Demand Registration and such deemed request shall reduce the number of requests for a Demand Registration that the Holder is permitted to make pursuant to Section 2.2(a) of this Agreement.

(c)              Notwithstanding anything to the contrary contained in Section 2.5(a) and Section 2.5(b) of this Agreement, if at any time prior to the completion of the applicable Distribution the Holder withdraws its request for inclusion of its Registrable Securities from a Demand Registration or Piggy-Back Registration at any time after having learned of a material adverse change in the condition, business or prospects of the Company, then such request shall be deemed to be withdrawn and such request shall be deemed not to have been made for purposes of determining whether the Holder exercised its right to a Demand Registration and the request therefor shall not reduce the number of requests for a Demand Registration that the Holder is permitted to make pursuant to Section 2.2(a) of this Agreement.

(d)               Notwithstanding anything to the contrary contained in Section 2.5(b) of this Agreement, if the Company postpones the filing of a Prospectus or a Registration Statement pursuant to Section 2.2(c) of this Agreement and, as a result of such postponement, the Holder, at any time prior to receiving written notice that the Valid Business Reason for such postponement no longer exists, advises the Company in writing that it has determined to withdraw its request for a Demand Registration, then such Demand Registration and the request therefor shall be deemed to be withdrawn and such request shall be deemed not to have been made for purposes of determining whether the Holder exercised its right to a Demand Registration and the request therefor shall not reduce the number of requests for a Demand Registration that the Holder is permitted to make pursuant to Section 2.2(a) of this Agreement.

Section 2.6      Expenses. All expenses incurred in connection with a Demand Registration or Piggy-Back Registration pursuant to Section 2.2 or Section 2.3 of this Agreement, as applicable, including, (a) registration, listing and filing fees relating to the Registrable Securities payable to, without limitation, Canadian Securities Regulators, the SEC, the U.S. Financial Industry Regulatory Authority, and any applicable stock exchange, (b) fees and expenses of compliance with Canadian Securities Laws and the U.S. Securities Act, (c)  printing and copying expenses, (d) messenger and delivery expenses, (e) expenses incurred in connection with any road show and marketing activities, (f) fees and disbursements of counsel to the Company, (g) fees and disbursements of all independent public accountants (including the expenses of any audit and/or “comfort” letter) and fees and expenses of any other special experts retained by the Company, (h) translation expenses, and (i) any other fees and disbursements of underwriters customarily paid by issuers or sellers of securities shall be borne by the Company; provided, that all underwriting discounts and commissions, brokerage or agent commissions, out- of-pocket expenses incurred by the Holder, fees and disbursements of counsel to the Holder and Transfer Taxes, if any, applicable to the sale of Registrable Securities, shall be borne by the Holder (the “Holder’s Expenses”).

Section 2.7      Registration Procedures.

(a)               In connection with the Demand Registration and Piggy-Back Registration obligations pursuant to Section 2.2 and Section 2.3 of this Agreement, but subject to the other limitations of this Article II of this Agreement, the Company shall use commercially reasonable efforts to effect the qualification and/or registration, as applicable, for the offer and sale or other disposition or Distribution of Registrable Securities of the Holder in one or more of the Qualifying Jurisdictions and/or the United States, as directed by the Holder, and in furtherance thereof:

(i)       the Company shall as expeditiously as possible, but in any event, in the case of a Demand Registration, within forty-five days after the Company’s receipt of the Demand Notice, prepare and file in the English language with the Canadian Securities Regulators a preliminary Prospectus and/or with the SEC a Registration Statement, as applicable, and, promptly thereafter, a final Prospectus under and in compliance with the applicable securities laws, relating to the applicable Demand Registration or Piggy-Back Registration, including all exhibits, financial statements and such other related documents required by the Canadian Securities Regulators and/or the SEC to be filed therewith, and use its commercially reasonable efforts to cause such Prospectus to be receipted and/or such Registration Statement to be declared effective by the SEC; and the Company shall furnish to the Holder and the managing underwriters or underwriters, if any, copies of such preliminary Prospectus and final Prospectus and/or Registration Statement, as applicable, and any amendments or supplements in the form filed with the Canadian Securities Regulators and/or the SEC, promptly after the filing of such preliminary Prospectus and final Prospectus and/or such Registration Statement and the preliminary and final U.S. Prospectus, and any amendments or supplements thereto;

(ii)               prepare and file with the Canadian Securities Regulators and/or the SEC such amendments and supplements to the preliminary Prospectus and final Prospectus and/or the Registration Statement, as applicable, as may be necessary to complete the Distribution of all such Registrable Securities and as required under Canadian Securities Laws and the U.S. Securities Act or under any other applicable provisions of securities laws;

(iii)            notify the Holder and the managing underwriter or underwriters, if any, and (if requested) confirm such advice in writing, as soon as practicable after notice thereof is received by the Company: (A) when the preliminary Prospectus and final Prospectus and/or the Registration Statement, as applicable, or any amendment thereto has been filed or been receipted or declared effective, as applicable, and furnish to the Holder and managing underwriter or underwriters, if any, copies thereof; (B) of any request by the Canadian Securities Regulators or the SEC for amendments to the preliminary Prospectus or the final Prospectus or the Registration Statement or for additional information; (C) of the issuance by the Canadian Securities Regulators or the SEC of any stop order or cease trade order relating to the Prospectus or the Registration Statement or any order preventing or suspending the use of any preliminary Prospectus or final Prospectus or the Registration Statement or the initiation or threatening of any proceedings for such purposes; and (D) of the receipt by the Company of any notification with respect to the suspension of the qualification or registration of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(iv)       promptly notify the Holder and the managing underwriter or underwriters, if any, when the Company becomes aware of the happening of any event as a result of which the preliminary Prospectus or final Prospectus or the Registration Statement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement therein (in the case of the preliminary Prospectus or final Prospectus in light of the circumstances under which they were made) when such preliminary Prospectus or final Prospectus was delivered or the Registration Statement was declared effective by the SEC not misleading, fails to constitute full, true and plain disclosure of all material facts regarding the Registrable Securities when such preliminary Prospectus or final Prospectus was delivered or the Registration Statement was declared effective by the SEC or if for any other reason it shall be necessary during such time period to amend or supplement the preliminary Prospectus or the final Prospectus or the Registration Statement in order to comply with applicable Canadian Securities Laws or the U.S. Securities Act and, in either case, as promptly as practicable, prepare and file with the Canadian Securities Regulators and/or the SEC, as applicable, and furnish to the Holder and the managing underwriter or underwriters, if any, a supplement or amendment to such preliminary Prospectus or final Prospectus or the Registration Statement which shall correct such statement or omission or effect such compliance;

(v)               use commercially reasonable efforts to obtain the withdrawal of any stop order, cease trade order or other order against the Company or affecting the securities of the Company suspending the use of any preliminary Prospectus or final Prospectus or the Registration Statement or suspending the qualification or registration of any Registrable Securities covered by such Prospectus or Registration Statement, or the initiation or the threatening of any proceedings for such purposes;

(vi)             furnish to the Holder and each underwriter or underwriters, if any, without charge, one executed copy and as many conformed copies as they may reasonably request, of the preliminary Prospectus and final Prospectus and/or the Registration Statement and preliminary U.S. Prospectus and final U.S. Prospectus, as applicable, including financial statements and schedules and all documents incorporated therein by reference, and provide the Holder and its counsel with a reasonable opportunity to review and provide comments to the Company on the preliminary Prospectus and final Prospectus and/or the Registration Statement;

(vii)           deliver to the Holder and the underwriter or underwriters, if any, without charge, as many commercial copies of the preliminary Prospectus and the final Prospectus and/or the preliminary U.S. Prospectus and final U.S. Prospectus, as applicable, and any amendment or supplement thereto as such Persons may reasonably request (it being understood that the Company consents to the use of the preliminary Prospectus and the final Prospectus and/or the preliminary U.S. Prospectus and final U.S. Prospectus, as applicable, or any amendment or supplement thereto by the Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such preliminary Prospectus and the final Prospectus and/or such preliminary U.S. Prospectus and/or final U.S. Prospectus or any amendment or supplement thereto) and such other documents as the Holder may reasonably request in order to facilitate the disposition of the Registrable Securities by such Person;

(viii)        on or prior to the date on which a receipt is issued for the preliminary Prospectus or final Prospectus by the applicable Canadian Securities Regulators, use commercially reasonable efforts to qualify, and cooperate with the Holder, the managing underwriter or underwriters, if any, and their respective counsel in connection with the qualification of, such Registrable Securities for offer and sale under the securities laws of each of the Qualifying Jurisdictions, as applicable, as any such Person or underwriter reasonably requests in writing; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;

(ix)     in connection with any underwritten offering, enter into customary agreements, including an underwriting agreement with the underwriter or underwriters, such agreements to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions and indemnification provisions and/or agreements substantially consistent with Article III of this Agreement, but in any event, which agreements shall contain provisions for the indemnification by the underwriter or underwriters in favor of the Company with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Prospectus and/or the Registration Statement included in reliance upon and in conformity with written information furnished to the Company by any underwriter in writing;

(x)               as promptly as practicable after filing with the Canadian Securities Regulators or the SEC any document which is incorporated by reference into the preliminary Prospectus or final Prospectus or the Registration Statement, provide copies of such document to the Holder and its counsel and to the managing underwriters or underwriters, if any;

(xi)             file, and to not withdraw, a notice declaring its intention to be qualified to file a short form prospectus as soon as permitted by applicable securities laws;

(xii)           use its commercially reasonable efforts to obtain a customary legal opinion, in the form and substance as is customarily given by external company counsel in securities offerings, addressed to the Holder and the underwriters, if any, and such other Persons as the underwriting agreement may reasonably specify, and a customary “comfort letter” from the Company’s auditor and/or the auditors of any financial statements included or incorporated by reference in a preliminary Prospectus or final Prospectus and/or the Registration Statement;

(xiii)        furnish to the Holder and the managing underwriter or underwriters, if any, and such other Persons as the Holder may reasonably specify, such corporate certificates, satisfactory to the Holder acting reasonably, as are customarily furnished in securities offerings, and, in each case, covering substantially the same matters as are customarily covered in such documents in the relevant jurisdictions and such other matters as the Holder may reasonably request;

(xiv)         provide and cause to be maintained a transfer agent and registrar for such Common Shares not later than the date a receipt is issued for the final Prospectus by the applicable Canadian Securities Regulators or the date that the Registration Statement is declared effective by the SEC and use its best efforts to cause all Common Shares covered by such final Prospectus and/or such Registration Statement to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

(xv)           participate in such marketing efforts as the managing underwriter or underwriters, if any, determine are reasonably necessary, such as “roadshows,” institutional investor meetings and similar events; and

(xvi)         take such other actions and execute and deliver such other documents as may be reasonably necessary to give full effect to the rights of the Holder under this Agreement.

(b)        The Company may require the Holder to furnish to the Company such information regarding the Distribution of such Registrable Securities and such other information relating to the Holder and its beneficial ownership of Common Shares as the Company may from time to time reasonably request in writing in order to comply with, as applicable, Canadian Securities Laws and the U.S. Securities Act in each jurisdiction in which a Demand Registration or Piggy-Back Registration is to be effected. The Holder agrees to furnish such information to the Company and to cooperate with the Company as necessary to enable the Company to comply with the provisions of this Agreement and applicable Canadian Securities Laws and the U.S. Securities Act. The Holder shall promptly notify the Company when the Holder becomes aware of the happening of any event (insofar as it relates to the Holder or information provided by the Holder in writing for inclusion in the applicable preliminary Prospectus or final Prospectus and/or Registration Statement) as a result of which the preliminary Prospectus or final Prospectus or the Registration Statement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement therein (in the case of the preliminary Prospectus or final Prospectus in light of the circumstances under which they were made) when such preliminary Prospectus or final Prospectus was delivered or when such Registration Statement was declared effective by the SEC not misleading or, if for any other reason it shall be necessary during such time period to amend or supplement the preliminary Prospectus or the final Prospectus or the Registration Statement in order to comply with applicable Canadian Securities Laws or the U.S. Securities Act. In addition, the Holder shall, if required under applicable Canadian Securities Laws, execute any certificate forming part of a preliminary Prospectus or a final Prospectus to be filed with the applicable Canadian Securities Regulators.

(c)               In connection with any underwritten offering in connection with a Demand Registration or a Piggy-Back Registration, the Holder shall enter into customary agreements, including an underwriting agreement with the underwriter or underwriters, such agreements to contain such representations and warranties by the Holder and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions and indemnification provisions and/or agreements substantially consistent with Article III of this Agreement, but in any event, which agreements shall contain provisions for the indemnification by the underwriter or underwriters in favor of the Holder with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Prospectus or the Registration Statement included in reliance upon and in conformity with written information furnished to the Company by the underwriter in writing.

(d)               Notwithstanding anything to the contrary contained in this Agreement, if the Company receives a “bought deal” letter (which means a fully underwritten commitment, subject to customary conditions, from an underwriter or underwriters) relating to a Distribution, the Company shall give the Holder such notice as is practicable under the circumstances given the speed and urgency with which “bought deals” are carried out in common market practice of its rights to participate thereunder and the Holder shall be required to respond in a manner consistent with the time periods typical for a transaction of such nature and, in any event, prior to the launch of such “bought deal.” Provided that the foregoing sentence is complied with by the Company, nothing herein shall be construed to limit the ability of the Company to proceed with such “bought deal” Distribution.

ARTICLE III

DUE DILIGENCE; INVESTIGATION

Section 3.1      Preparation; Reasonable Investigation. In connection with the preparation and filing of any Prospectus or Registration Statement in connection with a Demand Registration or Piggy-Back Registration that includes Registrable Securities as herein contemplated, the Company shall give the Holder, the underwriter or underwriters of such Distribution, if any, and their respective counsel, auditors and other representatives, the opportunity to participate in the preparation of such documents and each amendment thereof or supplement thereto, and shall insert therein such material furnished to the Company in writing, which in the reasonable judgment of the Company and its counsel should be included, and shall give each of them such reasonable and customary access to the Company’s books and records and such reasonable and customary opportunity to discuss the business of the Company with its officers and auditors, and to conduct all reasonable and customary due diligence which the Holder and the underwriters or underwriter, if any, and their respective counsel may reasonably require in order to conduct a reasonable investigation in order to enable such underwriters to execute any certificate required to be executed by them in Canada for inclusion in such documents; provided, that the Holder and the underwriters agree to maintain the confidentiality of such information.

Section 3.2      Indemnification by the Company. In connection with any Demand Registration and/or Piggy-Back Registration that includes Registrable Securities, the Company shall indemnify and hold harmless the Holder and its affiliates and each of their respective directors, officers, employees and agents and underwriters, from and against any loss (excluding loss of profits), liability, claim, damage and expense whatsoever (including reasonable legal fees and expenses), including any amounts paid in settlement of any investigation, order, litigation, proceeding or claim, joint or several, as incurred, arising out of or based on any untrue statement or omission of a material fact, or alleged untrue statement or omission of a material fact contained in any Prospectus or Registration Statement, or any amendment or supplement thereto, including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or as incurred, arising out of or based upon any failure by the Company to comply with applicable Canadian Securities Laws or the U.S. Securities Act; provided, that the Company shall not be liable under this Section 3.2 of this Agreement for any settlement of any action effected without its written consent, which consent shall not be unreasonably withheld or delayed; provided, further, that the indemnity provided for in this Section 3.2 of this Agreement, in respect of the Holder, shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Holder or underwriter for use in the Prospectus or the Registration Statement. Any amounts advanced by the Company to an Indemnified Party pursuant to this Section 3.2 of this Agreement as a result of such losses shall be returned to the Company if it is finally determined by a court in a judgment not subject to appeal or final review that such Indemnified Party was not entitled to indemnification by the Company.

Section 3.3      Indemnification by the Holder.

(a)               In connection with any Demand Registration and/or Piggy-Back Registration that includes Registrable Securities, the Holder shall indemnify and hold harmless the Company and each of its directors, officers, employees and agents from and against any loss (excluding loss of profits), liability, claim, damage and expense whatsoever (including reasonable legal fees and expenses), including any amounts paid in settlement of any investigation, order, litigation, proceeding or claim, joint or several, as incurred, arising out of or based on any untrue statement or omission of a material fact, or alleged untrue statement or omission of a material fact, made or required to be made in the Prospectus or the Registration Statement, as applicable, included in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Holder for use in the Prospectus or Registration Statement; provided, that the Holder shall not be liable under this Section 3.3(a) of this Agreement for any settlement of any action effected without its written consent, which consent shall not be unreasonably withheld or delayed; provided, further, that the indemnity provided for in this Section 3.3(a) of this Agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission contained in any Prospectus or Registration Statement relating to a Demand Registration and/or Piggy-Back Registration if the Company or any underwriter failed to send or deliver a copy of the Prospectus or the U.S. Prospectus, as applicable, to the Person(s) asserting such losses, liabilities, claims, damages or expenses on or prior to the delivery of written confirmation of any sale of securities covered thereby to such Person(s) in any case where such Prospectus or U.S. Prospectus corrected such untrue statement or omission. Any amounts advanced by the Holder to an Indemnified Party pursuant to this Section 3.3(a) of this Agreement as a result of such losses shall be returned to the Holder if it is finally determined by a court in a judgment not subject to appeal or final review that such Indemnified Party was not entitled to indemnification by the Holder.

(b)               Notwithstanding any provision of this Agreement or any other agreement, in connection with any Demand Registration or any Piggy-Back Registration, in no event shall the Holder be liable for indemnification or contribution hereunder for an amount greater than the lesser of: (i) the net sales proceeds actually received by the Holder; and (ii) the Holder’s proportionate share of any such liability based on the net sales proceeds actually received by the Holder and the aggregate net sales proceeds of the Distribution, except in the case of fraud or willful misconduct by the Holder.

Section 3.4      Defence of the Action by the Indemnifying Parties. Each party entitled to indemnification under this Article III of this Agreement (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, but the omission to so notify the Indemnifying Party shall not relieve it from any liability which it may have to the Indemnified Party pursuant to the provisions of this Article III of this Agreement except to the extent of the damage or prejudice suffered by such delay in notification. The Indemnifying Party may assume the defence of such action, including the employment of counsel to be chosen by the Indemnifying Party to the reasonable satisfaction of the Indemnified Party, and the payment of expenses. The Indemnified Party shall have the right to employ its own counsel in any such case, but the legal fees and expenses of such counsel shall be at the expense of the Indemnified Party, unless the employment of such counsel is authorized in writing by the Indemnifying Party in connection with the defence of such action, or the Indemnifying Party shall not have employed counsel to take charge of the defence of such action or the Indemnified Party reasonably concludes, based on the opinion of counsel, that there may be defences available to it or them which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defence of such action on behalf of the Indemnified Party), in any of which events the reasonable fees and expenses shall be borne by the Indemnifying Party, provided, further, that in no event shall the Indemnifying Party be required to pay the expenses of more than one law firm as counsel for all Indemnified Parties pursuant to this sentence. No Indemnifying Party, in the defence of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Section 3.5      Contribution. If the indemnification provided for in Section 3.2 or Section 3.3 of this Agreement, as applicable, is unavailable to a party that would have been an Indemnified Party under Section 3.2 or Section 3.3 of this Agreement, as applicable, in respect of any losses, liabilities, claims, damages and expenses referred to herein, then each party that would have been an Indemnifying Party hereunder shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, liabilities, claims, damages and expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and such Indemnified Party on the other hand in connection with the statement or omission which resulted in such losses, liabilities, claims, damages and expenses, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or such Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case, no Person guilty of misrepresentation within the meaning of applicable Canadian Securities Laws and the U.S. Securities Act shall be entitled to contribution from any Person who was not guilty of misrepresentation. The amount paid or payable by a party under this Section 3.5 of this Agreement as a result of the losses, liabilities, claims, damages and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The Company and the Holder agree that it would not be just and equitable if contribution pursuant to this Section

3.5 of this Agreement were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to above in this Section 3.5 of this Agreement.

Section 3.6      Holder is Trustee. The Company hereby acknowledges and agrees that, with respect to this Article III of this Agreement, the Holder is contracting on its own behalf and as agent for the other Indemnified Parties referred to in this Article III of this Agreement. In this regard, the Holder shall act as trustee for such Indemnified Parties of the covenants of the Company under this Article III of this Agreement with respect to such Indemnified Parties and accepts these trusts and shall hold and enforce those covenants on behalf of such Indemnified Parties.

Section 3.7      Company is Trustee. The Holder hereby acknowledges and agrees that, with respect to this Article III of this Agreement, the Company is contracting on its own behalf and as agent for the other Indemnified Parties referred to in this Article III of this Agreement. In this regard, the Company shall act as trustee for such Indemnified Parties of the covenants of the Holders under this Article III of this Agreement with respect to such Indemnified Parties and accepts these trusts and shall hold and enforce those covenants on behalf of such Indemnified Parties.

Section 3.8      Delay of Registration. The Holder shall have no right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Agreement.

ARTICLE IV

LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS

Section 4.1      From the date hereof until the Expiration Time, the Company shall not, without the prior written consent of the Holder, enter into any agreement with any holder or prospective holder of the Company’s securities that grants such holder or prospective holder rights to include securities of the Company in any Prospectus under applicable Canadian Securities Laws or any Registration Statement under the U.S. Securities Act, unless: (a) such rights are either pro rata with, or subordinated to, the rights granted to the Holder under this Agreement on terms reasonably satisfactory to the Holder; and (b) the Holder maintains its priority right in connection with an Underwriters’ Cutback as contemplated by Section 2.4(a) of this Agreement.

ARTICLE V
MISCELLANEOUS

Section 5.1      Successors and Assigns. The terms and conditions of this

Agreement shall enure to the benefit of and be binding upon the parties and their respective heirs, attorneys, guardians, estate trustees, executors, trustees, successors (including any successor by reason of amalgamation of any party) and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties to this Agreement or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Section 5.2      Assignment.

(a)               Neither party shall have the right to transfer or assign any of its rights or obligations under this Agreement except that the rights under this Agreement may be assigned in whole or in part by the Holder (upon notice to the Company) to any affiliate of the Holder to whom any Registrable Securities are transferred. Upon the permitted transferee(s) or assignee(s) executing an instrument in writing agreeing to be bound by this Agreement, the transferee(s) or assignee(s) will be entitled to its benefit and be bound by all of its terms as if it were an original signatory hereto and shall be considered a Holder for the purposes of this Agreement, provided that if any Person who was a permitted transferee ceases to be an affiliate of the Holder, such Person shall cease to have any rights or obligations under this Agreement. The Holder agrees to cause any affiliate of the Holder acquiring Registrable Securities subject to this Agreement to become a party hereto and to perform its obligations hereunder.

(b)               This Agreement may not be assigned by the Company without the prior written consent of the Holder, provided that in the event the Common Shares are converted, reclassified, exchanged or otherwise changed pursuant to a reorganization, amalgamation, merger, arrangement or other form of reorganization, in each case subject to and in compliance with the provisions of the Loan Agreement and the Warrant Certificate, as applicable, this Agreement may be assigned by the Company to its successor pursuant to any such transaction without the prior written consent under this Agreement of the Holder.

Section 5.3      Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada.

Section 5.4      Currency. Unless otherwise specified, all reference to money

amounts are in Canadian dollars.

Section 5.5      Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via email (including pdf or electronic signature) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Section 5.6      Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

Section 5.7      No Strict Construction. The language used in this Agreement is the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party.

Section 5.8      Including. Where the word “including” or “includes” is used in this

Agreement, it means “including (or includes) without limitation”.

Section 5.9      Number and Gender. Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

Section 5.10      Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Loan Agreement.

Section 5.11      Term. This Agreement shall terminate on the date as of which all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the U.S. Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the SEC)).

Section 5.12      Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non- breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence of same, or of any similar breach or default later occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default previously or later occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set out in such writing. All remedies, either under this Agreement or by applicable law or otherwise afforded to any party, shall be cumulative and not alternative.

Section 5.13      Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by applicable law.

Section 5.14      Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with respect to the subject matter of this Agreement, and supersedes all other written or oral agreements relating to the subject matter of this Agreement existing between the parties are terminated.

Docusign Envelope ID C387C829-O882-4451-A997-F2CA3BF83608

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first written above.

[Signature Page to the Registration Rights Agreement]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first written above.

[Registration Rights Agreement - Signature Page]

EXHIBIT 99.4

SUPPORT AGREEMENT

This Support Agreement (this "Agreement"), dated as of July 16, 2025, is entered into between Hortican Inc., a corporation incorporated under the laws of Canada (the "Holder") and High Tide Inc., a corporation incorporated under the laws of the Province of Alberta ("Company").

WHEREAS the Company has issued warrants to the Holder (the “Warrants”) pursuant to a warrant certificate dated the date hereof (the “Warrant Certificate”) under which the Holder may acquire common shares in the capital stock of the Company (such common shares that may be acquired by the Holder upon exercise of such Warrants, the “Warrant Shares”);

WHEREAS the Company has entered into a loan agreement with the Holder (as amended, restated or modified from time to time) (the “Loan Agreement”) and such Loan Agreement provides that the Company may satisfy its obligation to repay some or all of the amounts owing thereunder by issuing common shares in the capital stock of the Company to the Holder on the terms and subject to the conditions set out in the Loan Agreement (such common shares that may be acquired by the Holder pursuant to the Loan Agreement, the “Loan Shares” and, together with the Warrant Shares, the “Subject Securities”);

AND WHEREAS, as a condition to the willingness of the Company to execute and deliver the Loan Agreement and the Warrant Certificate and issue the Warrants to the Holder, the Company has required that the Holder enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

In this Agreement:

(b)       any reference to gender includes all genders, and words importing the singular number include the plural and vice versa;

The Holder represents and warrants to the Company as follows as at the date of this Agreement and acknowledges that the Company is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

(a)       Organization and Authority and Capacity. The Holder is a corporation or entity incorporated or organized, as applicable, and existing under the laws of its jurisdiction of incorporation or organization; the execution and delivery of this Agreement by the Holder and the consummation by it of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Holder are necessary to authorize this Agreement or the transactions contemplated by this Agreement; and the Holder has the requisite corporate power and authority to enter into and perform its obligations under this Agreement.

(b)       Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Holder and constitutes a legal, valid and binding agreement of the Holder enforceable against it in accordance with its terms subject only to any limitation on bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies, such as specific performance and injunction.

(c)       Non-Contravention. The execution and delivery of this Agreement by the Holder, the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) contravene, conflict with, or result in the violation of: (i) the articles, by-laws or other constating documents of the Holder (as applicable); (ii) any other agreement or instrument to which the Holder is a party or by which the Holder or any of the Holder's property or assets is bound; and (iii) any applicable laws.

The Company represents and warrants to the Holder as follows as at the date of this Agreement and immediately prior to any time at which Warrant Shares are acquired pursuant to the Warrant Certificate, and acknowledges that the Holder is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

(a)       Organization and Authority and Capacity. The Company is a corporation incorporated and existing under the laws of the Province of Alberta and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the transactions contemplated by this Agreement.

(b)       Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable against it in accordance with its terms subject only to any limitation on bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies, such as specific performance and injunction.

(c)       Non-Contravention. The execution and delivery of this Agreement by the Company, the performance of its obligations under this Agreement and the consummation of the transactions

contemplated by this Agreement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) contravene, conflict with, or result in the violation of: (i) the articles, by-laws or other constating documents of the Company (as applicable); (ii) any other agreement or instrument to which the Company is a party or by which the Company or any of the Company’s property or assets is bound; and (iii) any applicable laws.

The Holder covenants and agrees that during the period from the date of this Agreement until the date on which this Agreement is terminated in accordance with Section 5, unless otherwise required or expressly permitted by this Agreement or applicable law:

(a)       Agreement to Vote in Favour. At any meeting of security holders of the Company or at any adjournment or postponement thereof (a “Shareholder Meeting”) or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) of the security holders of the Company is required, the Holder shall cause its Subject Securities (which have a right to vote at such meeting) to be counted as present (in person or by proxy) for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities (which have a right to vote at such meeting) in favour of any voting matter that the board and management of the Company (or any committee thereof) recommends voting in favour for,

including, without limitation the election of persons nominated or recommended to serve on the board of directors of the Company by the then current board and management of the Company (or a committee thereof), unless the Holder is required by applicable law to vote against or abstain from voting for such matter. For greater certainty and without limiting the foregoing, the Holder will, subject to applicable law, vote for each resolution that the board of the Company (or committee thereof) recommends voting for whether by management information circular, written letter or proxy statement or the like.

(b)       Agreement to Vote Against or Abstain from Voting. At any Shareholder Meeting or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) of the security holders of the Company is required, the Holder shall cause its Subject Securities (which have a right to vote at such meeting) to be counted as present (in person or by proxy) for purposes of establishing quorum and (A) shall vote (or cause to be voted) its Subject Securities (which have a right to vote at such meeting): (i) against any voting matter that the board and management of the Company (or any committee thereof) recommends voting against or (B) shall abstain from voting its Subject Securities with respect to any such matter. For greater certainty and without limiting the foregoing, the Holder will vote against (or shall abstain from voting with respect to) each resolution that the board of the Company recommends voting against whether by management information circular, written letter or proxy statement or the like.

(c)       Restriction on Transfer. The Holder agrees not to directly or indirectly, sell, transfer, assign, gift-over, grant a participation interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber (each, a "Transfer"), or enter into any agreement, option or other arrangement with respect to the Transfer of, any of its Subject Securities to any Person except (i) on or through the facilities of a stock exchange in Canada or the United States, or (ii) with the prior written consent of the Company (which shall not be unreasonably withheld). For the avoidance of doubt, nothing in this Section 4(c) shall limit any rights the Holder may have under that certain Registration Rights Agreement dated July 16, 2025 by and between the Holder and the Company.

(f)       Standstill. Until the earlier of the time (x) the Holder ceases to own any Subject Securities or Warrants or (y) the Board publicly supports a Change of Control (as defined in the Loan Agreement); neither the Holder nor an affiliate of the Holder will, unless approved in advance in writing by the Board:

Notwithstanding anything to the contrary in Section 4(f), the Company acknowledges and agrees that the provisions of Section 4(f) shall immediately terminate if both of the following conditions occur:

Agreement, the Warrant Certificate or the Loan Agreement concurrently with which the Warrant Certificate is issued; and (B) this Agreement being made publicly available, including by filing on SEDAR+ and EDGAR, provided that, in the case of each of the foregoing subclauses (A) and (B), prior to the issuance or filing of any such news release, information circular, court documents or other public disclosure, as the case may be, and prior to the making publicly available of this Agreement, the Holder shall be given by the Company a reasonable opportunity to review and comment on the same, and the Company shall give reasonable consideration to any comments provided by the Holder; and

This Agreement shall terminate upon the earliest to occur of:

(c)       the date that is 18 months after the first date upon which any Subject Securities were issued pursuant to (i) any Warrants or (ii) the Loan Agreement.

The parties to this Agreement agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties to this Agreement shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce compliance with the terms of this Agreement, without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedies to which the parties to this Agreement may be entitled at law or in equity.

This Agreement, the Loan Agreement, the Warrant Certificate and ancillary agreements delivered pursuant thereto or hereto constitutes the entire agreement between parties hereto with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties hereto.

This Agreement may not be amended or supplemented, and no provisions hereof may be modified or waived, except by an instrument in writing signed by both of the parties hereto. No waiver of any provisions hereof by either party shall be deemed a waiver of any other provisions hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

Any notice or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or electronic mail (provided that no "bounce back" or similar message indicating non-delivery is received with respect thereto) and addressed:

If to the Company: High Tide Inc.

Address: Unit 112, 11127 - 15 Street N.E.
Calgary, Alberta T3K 2M4, Canada

Attention:                           

Email:

If to the Holder, to the address or electronic mail address set forth for Holder on the signature page hereof.

Any notice or other communication is deemed to be given and received if sent by personal delivery, same day courier or electronic mail, on the date of delivery if it is a Business Day and the delivery was made before 4:00 p.m. (local time in the place of receipt) and otherwise on the next Business Day. A Party may change its address for service from time to time by providing a notice given in accordance with this Section 10.

(a)       This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

(d)       Subject to the provisions of this Agreement, the parties hereto will, from time to time, do all acts and things and execute and deliver all such further documents and instruments, as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

(f)       Each of the Holder and the Company will pay its own expenses (including the fees and disbursements of legal counsel and other advisers) incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated by this Agreement.

(g)       This Agreement will be binding upon and enure to the benefit of the parties hereto and their successors and permitted assigns. Neither party to this Agreement may assign its rights or obligations under this Agreement without the prior written consent of the other party hereto; provided, however, that the Company may assign all or any part of its rights under this Agreement to one or more of the Company's direct or indirect wholly owned Subsidiaries, but no such assignment shall relieve the Company of its obligations under this Agreement. No assignment shall relieve the assigning party of any of its obligations hereunder.

(h)       The Holder acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that the Holder has either done so or waived its right to do so in connection with the entering into of this Agreement.

[SIGNATURE PAGE FOLLOWS]

Docusign Envelope ID: C387C829-D8B2-4451-A997-F2CA3BF83608

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

HIGH TIDE INC.

By:
Name:

Title:

HORTICAN INC.

By: ____________________
Name:

Address:

Email:

[Signature Page to the Support Agreement]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

HIGH TIDE INC.

By: ________________________
Name: Raj Grover

Title: Chief Executive Officer and Director

HORTICAN INC.

By:
Name:
Title:

[Support Agreement - Signature Page]