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EX-99.1
2
ex991.htm
MANAGEMENT INFORMATION CIRCULAR

 

  Exhibit
99.1

 

  

This document is important and requires your
immediate attention. If you are in doubt as to how to deal with it, you should consult with your investment dealer, broker, bank manager,
lawyer, or other professional advisor.

 

 

 

 

 

 

 

 

  

 

NOTICE OF ANNUAL GENERAL AND
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON

AUGUST 11, 2026

 

- AND -

 

MANAGEMENT INFORMATION CIRCULAR

 

  

  

 

 

HIGH TIDE INC.

NOTICE OF ANNUAL GENERAL AND
SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the annual
general and special meeting (the “Meeting”) of shareholders (the “Shareholders”) of common
shares (“Common Shares”) of High Tide Inc. (the “Company”) will be held via live webcast
at www.AGMCMeeting.com at 10:00 a.m. (Calgary time) on August 11, 2026. The Company is conducting an online-only Shareholders’ meeting.
You will not be able to attend the Meeting physically.

The Meeting is being held for the
following purposes:

1.       To
receive the audited annual financial statements of the Company for the year ended October 31, 2025, together with the report of the auditor
thereon;

2.       To
reappoint Davidson & Company LLP as auditor of the Company for the ensuing year and to authorize the board of directors of the Company
(the “Board”) to fix the auditor’s remuneration;

3.       To
fix the number of directors at five;

4.       To
elect directors of the Company for the ensuing year, as more particularly set forth in the accompanying proxy and management information
circular for the Meeting (the “Information Circular”);

5.       To
ratify, confirm, and approve the amended and restated shareholder rights plan adopted by the Board on June 26, 2026 (the “Amended
and Restated Shareholder Rights Plan”);

6.       To
transact such other business as may be properly brought before the Meeting or any adjournment(s) or
postponement(s) thereof.

The specific details of the foregoing
matters to be put before the Meeting, as well as further information with respect to voting by proxy, are set forth in the Information
Circular.

The record date for the determination
of Shareholders entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof is June 29,
2026 (the “Record Date”). Shareholders whose names have been entered in the register of Shareholders at the close of
business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s)
thereof.

Shareholders who choose to attend
the Meeting will do so by following the instructions outlined the chart below. You will be able to access the Meeting using an internet
connected device such as a laptop, computer, tablet or mobile phone, and the Meeting platform will be supported across browsers and devices
that are running the most updates version of the applicable software plugins. Only registered Shareholders (“Registered Shareholders”)
and duly appointed proxyholders (including non-registered (beneficial) Shareholders who have appointed themselves as proxyholder) will
be entitled to attend, participate and vote at the meeting.

Notice-and-Access

The Company has elected to use
for the Meeting the notice-and-access provisions under National Instrument 54- 101 - Communication
with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) and National Instrument 51- 102 - Continuous
Disclosure Obligations (“NI 51-102” and together with NI 54-101, the “Notice-and-Access Provisions”)
of the Canadian Securities Administrators (the “CSA”). The Notice-and-Access Provisions are a set of rules developed
by the CSA that reduce the volume of materials that must be physically mailed to Shareholders by allowing the Company to post its Information
Circular and any additional materials online.

The Information Circular and all
additional materials have been posted in full on the Company’s website at www.hightideinc.com/invest, through AGM Connect
at www.agmconnect.com/current-meetings/hiti2026, under the Company’s System for Electronic Document Analysis and Retrieval (“SEDAR+”)
profile at www.sedarplus.ca, and in the Company’s filings with the United States Securities Exchange Commission at www.sec.gov,
instead of printing and mailing out paper copies. All Shareholders of record as of the Record Date, will receive a notice and access notification
containing instructions on how to access the Information Circular and all additional materials.

  

  

 

 

 

Voting and Attending the
Meeting

 
 
  

 VOTING

 IF YOU HAVE RECEIVED PROXY FORM WITH A 12-DIGIT CONTROL NUMBER FROM AGM CONNECT
 IF YOU HAVE RECEIVED A PROXY OR VIF WITH A 16-DIGIT CONTROL NUMBER FROM AN INTERMEDIARY

 
 
  

 Voting Method

 
 Registered Shareholders (your
 securities are held in your name in a physical certificate or

 DRS
 statement)

 Non-Registered Shareholders (your shares are held with a broker, bank, or other intermediary)
 
 Non-Registered Shareholders

 (your
 shares are held with a broker, bank, or other intermediary)

 
 
  

 Internet

 
 Login
 to www.AGMCVote.com

 Using
 the 12-digit Control Number provided to you complete the form to Submit Proxy

 
 Go
 to www.AGMCVote.com

 Enter
 the 16- digit control number printed on the VIF and follow the instructions on screen

 
 
  

 Email

 Complete, sign and date the proxy form and email to: [email protected]
 N/A

 
 
  

 Telephone

 
  

 Call 1-855-839-3715 to register your vote
 for the Meeting

 N/A

 
 
  

 Mail

 Enter your voting instructions, sign, date and return the form to AGM Connect in the enclosed envelope
 Enter your voting instructions, sign, date and return completed VIF in the enclosed postage paid envelope

 
  
  
  
  

 
 

 
 
   

 

 ATTENDING
 THE MEETING

 
  

 IF YOU HAVE RECEIVED PROXY FORM
 WITH A 12-DIGIT CONTROL NUMBER FROM AGM CONNECT

 IF YOU HAVE RECEIVED A PROXY OR VIF WITH A 16- DIGIT CONTROL NUMBER FROM AN INTERMEDIARY

 
 
 Registered Shareholders

 (your securities are held
 in your name in a physical certificate or DRS statement)

 Non-Registered Shareholders (your shares are held with a broker, bank, or other intermediary)
 Non-Registered Shareholders (your shares are held with a broker, bank, or other intermediary)

 
 
  

  

  

  

 PRIOR TO THE
 MEETING

 
  

 Nothing needed.

  

 
  

 Appoint
 yourself as proxyholder on your proxy and follow the instructions at www.AGMCMeeting.com

 
  

 Appoint yourself as proxyholder as
 instructed herein and on the VIF.

 
 
  

 Nothing needed.

  

 
  

 Following the proxy cut-off
 date, your appointed proxyholder will be provided with an AGM Connect Control Number

 
 AFTER submitting your proxy appointment,

 you MUST contact AGM Connect
 to obtain a Control Number at

 1-855-839-3715 or

 [email protected]

 
 
 JOINING THE VIRTUAL
 MEETING

 (at least 15 minutes prior to start
 of the

 Meeting)

 
  

  

 Register and login at www.AGMCMeeting.com

 Registered Shareholders or validly
 appointed Proxyholders will need to provide an email address,

 AGM Connect 12-digit Control
 Number

 
 

Shareholders may request to receive
paper copies of the proxy materials in connection with the Meeting, at no cost, by emailing [email protected], or by calling
1-855-839-3715, up to the date of the Meeting or any adjournment(s) or postponement(s) thereof,
or thereafter by contacting the Company at 1-855-747-6420. Requests may be made up to one year from the date the Meeting materials were
filed on SEDAR+. In order to ensure that a paper copy of the Information Circular and additional materials can be delivered to a Shareholder
in time for such Shareholder to review the Information Circular and return a form of proxy or voting instruction form prior to the deadline
to receive proxies, it is strongly suggested that Shareholders ensure their request is received as early as possible. Shareholders who
would like more information about the Notice-and-Access Provisions should review the “Notice-and-Access” section included
in the Information Circular.

  

  

 

 

 

Your proxy or voting instructions
must be received in each case no later than 10:00 a.m. (Calgary time) on August 7, 2026, or two business days preceding the date of any
adjournment or postponement of the Meeting. If you are unable to attend the Meeting online, we encourage you to complete the enclosed
form of proxy as soon as possible. If a Shareholder received more than one form of proxy because such holder owns Common Shares registered
in different names or addresses, each form of proxy should be completed and returned. The Chair of the Meeting shall have the discretion
to waive or extend the proxy deadline without notice. Shareholders are reminded to review the Information Circular before voting.

If you are not a Registered Shareholder
and receive these materials through your broker or through another intermediary, please complete and return the voting instruction form
in accordance with the instructions provided to you by your broker or by the other intermediary.

In light of the Company’s
unwavering commitment to the health and well- being of its employees, customers, suppliers, partners, Shareholders, communities and other
stakeholders, the Company will be conducting the Meeting in a virtual-only format. A virtual-only meeting format is being adopted in order
to enfranchise and give all of our Shareholders an equal opportunity to participate at the Meeting regardless of their geographic location
or the particular constraints, circumstances or risks they may be facing.

DATED at Calgary, Alberta,
June 29, 2026.

BY ORDER OF THE BOARD

/s/ “Harkirat (Raj)
Grover”

Harkirat (Raj) Grover

President, Chief Executive Officer,
and Director

  

  

 

 

TABLE OF CONTENTS

 
 NOTICE-AND-ACCESS 
  6 

 
 APPOINTMENT AND REVOCATION OF PROXIES 
  7 

 
 ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES 
  7 

 
 VOTING OF PROXIES 
  8 

 
 RECORD DATE AND QUORUM 
  8 

 
 VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES 
  8 

 
 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON 
  9 

 
 PARTICULARS OF MATTERS TO BE ACTED UPON 
  9 

 
 OTHER MATTERS 
  17 

 
 CURRENCY 
  17 

 
 CORPORATE GOVERNANCE DISCLOSURE 
  17 

 
 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 
  17 

 
 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 
  17 

 
 INDICATION OF OFFICERS AND DIRECTORS 
  17 

 
 ADDITIONAL INFORMATION 
  18 

 
 OTHER MATTERS 
  18 

 
 SCHEDULE “A” STATEMENT OF EXECUTIVE COMPENSATION 
  19 

 
 SCHEDULE “B” CORPORATE GOVERNANCE GUIDELINES 
  29 

 
 SCHEDULE “C” - AUDIT COMMITTEE CHARTER 
  34 

 
 SCHEDULE “D” - NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER 
  40 

 
 SCHEDULE “E” - CODE OF ETHICS 
  43 

 
 SCHEDULE “F” - COMPENSATION COMMITTEE CHARTER 
  48 

 

 

 

MANAGEMENT INFORMATION CIRCULAR

as at June 29, 2026

This management information circular
(this “Information Circular”) is furnished in connection with the solicitation of proxies by the management of High
Tide Inc. (the “Company”) for use at the annual general and special meeting (the “Meeting”) of its
shareholders (the “Shareholders”) to be held virtually at 10:00 a.m. (Calgary time) on August 11, 2026
for the purposes set forth in the accompanying notice of the Meeting (the “Notice of Meeting”).

Information contained herein is
given as of June 29, 2026, the effective date of this Information Circular (the “Effective Date”), unless otherwise stated.
Shareholders can attend the Meeting by visiting www.AGMCMeeting.com. You will not be able to attend the Meeting physically. If
you plan to vote at the Meeting, it is important that you are connected to the internet at all times during the Meeting. It is your responsibility
to ensure internet connectivity for the duration of the Meeting. We recommend that you log-in at least fifteen minutes before the Meeting
starts. If you encounter any difficulties accessing the virtual Meeting during the log-in or Meeting time, please call the technical support
number that will be posted on the Meeting log-in page.

In this Information Circular, (i)
references to “the Company”, “we” and “our” refer to High Tide Inc., (ii) “Common
Shares” means the common shares without par value in the capital of the Company, (iii) “Beneficial Shareholders”
means Shareholders who do not hold Common Shares in their own name, (iv) “intermediaries” refers to brokers, investment
firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders, and (v) “Management”
refers to the management of the Company.

Management will use the Notice-and-Access
Provisions (as defined below) to conduct the solicitation of proxies in connection with this Information Circular. Proxies may also be
solicited by telephone or email by directors, officers, or employees of the Company, or by agents engaged by the Company. Brokers, nominees,
or other persons holding Common Shares in their names for others shall be reimbursed for their reasonable charges and expenses in forwarding
proxies and proxy material to the beneficial owners of such Common Shares. The costs of soliciting proxies will be borne by the Company.

NOTICE-AND-ACCESS

The Company has elected to deliver
the materials in respect of the Meeting pursuant to the notice-and-access provisions (“Notice-and-Access Provisions”)
concerning the delivery of proxy-related materials to Shareholders found in section 9.1.1 of National Instrument 51-102 -
Continuous Disclosure Obligations (“NI 51-102”), in the case of Registered Shareholders, and section
2.7.1 of National Instrument 54-101 - Communication with Beneficial Owners of Securities
of a Reporting Issuer (“NI 54-101”), in the case of Beneficial Shareholders. The Notice-and-Access Provisions are
a set of rules that reduce the volume of proxy-related materials that must be physically mailed to Shareholders by allowing issuers to
deliver meeting materials to Shareholders electronically by providing Shareholders with access to these materials online.

The use of the Notice-and-Access
Provisions reduces paper waste and mailing costs to the Company. In order for the Company to utilize the Notice-and-Access Provisions
to deliver proxy-related materials by posting this Information Circular (and if applicable, other materials) electronically on a website
that is not System for Electronic Document Analysis and Retrieval (“SEDAR+”), the Company must send a notice to Shareholders,
including Beneficial Shareholders, indicating that the proxy-related materials have been posted and explaining how a Shareholder can access
them or obtain a paper copy of those materials from the Company.

In accordance with the Notice-and-Access
Provisions, a notice and a form of proxy or voting instruction form (“VIF”) has been sent to all Shareholders informing
them that this Information Circular, the Notice of Meeting, annual audited consolidated financial statements of the Company for the year
ended October 31, 2025 (the “Financial Statements”) and management’s discussion and analysis of the Company’s
results of operations and financial condition for the year ended October 31, 2025 (the “MD&A”) are available online
and explaining how these materials may be accessed, in addition to outlining relevant dates and matters to be discussed at the Meeting.
This Information Circular, the Notice of Meeting, Financial Statements and MD&A have been posted in full on the Company’s website
at

www.hightideinc.com/invest,
through AGM Connect at www.agmconnect.com/current-meetings/hiti2026 , under the Company’s SEDAR+ profile at www.sedarplus.ca, and
in the Company’s filings with the United States Securities Exchange Commission (the “SEC”) at www.sec.gov/edgar.

Any Shareholder who wishes to receive
a paper copy of the proxy material in connection with the Meeting must contact AGM Connect toll-free at 1-855-839-3715 and provide your
Control Number, or you may electronically submit a request by emailing [email protected] up to the date of the Meeting or
any adjournment(s) or postponement(s) thereof, or thereafter by contacting the AGM Connect at 1-855-839-3715. In order to ensure that
paper copies of the materials can be delivered to a requesting Shareholder in time for such Shareholder to review materials and return
a form of proxy or VIF prior to the deadline to receive proxies, it is strongly suggested that Shareholders ensure their request is received
as early as possible.

Shareholders who would like more
information about the Notice-and-Access Provisions may contact the transfer agent, Olympia Trust Company at [email protected]
up to and including the date of the Meeting, including any adjournment(s) thereof.

  

  

 

 

APPOINTMENT
AND REVOCATION OF PROXIES

Shareholders will receive a form
of proxy for use at the Meeting. The persons named in the form of proxy are directors and/or officers of the Company. A Shareholder
submitting a proxy has the right to appoint a nominee (who need not be a Shareholder) to represent such Shareholder at the Meeting other
than the persons designated in the enclosed form of proxy by inserting the name of the chosen nominee in the space provided for that purpose
on the form of proxy and by striking out the printed names.

Shareholders must provide AGM Connect
with their appointee’s exact name and a valid email to access the Meeting. Appointees can only be validated at the Meeting using
the unique Control Number provided to them by AGM Connect after their appointment has been received by the Shareholder. If Shareholder
does not provide a valid email address, the appointee will not be able to access the Meeting.

A form of proxy will not be valid
for the Meeting or any adjournment(s) or postponement(s) thereof unless it is signed by the Shareholder or by the Shareholder’s
attorney authorized in writing or, if the Shareholder is a corporation, it must be executed by a duly authorized officer or attorney thereof.
The proxy, to be acted upon, must be dated, completed, signed and deposited with AGM Connect: (i) by mail using the enclosed return envelope
addressed to AGM Connect, 372 Bay Street, Suite 1800, Toronto ON, M5H 2W9, (ii) by telephone at 1-855-839-3715 and follow the instructions
provided (you will need to provide your unique Control Number), or (iii) via internet by following the instructions at www.AGMCVote.com.
If you vote through the internet, you may also appoint another person to be your proxyholder. Please login to www.AGMCVote.com
and complete the form on the voting page. You will require your unique Control Number (found on your Voter Information Sheet) and a valid
email of choice. Your proxy or voting instructions must be received in each case no later than 10:00 a.m. (Calgary time) on August 7,
2026, or two business days preceding the date of any adjournment(s) or postponement(s) of
the Meeting.

A Shareholder who has given a proxy
may revoke it prior to its use, in any manner permitted by law, including by an instrument in writing executed by the Shareholder or by
his attorney authorized in writing or, if the Shareholder is a corporation, executed by a duly authorized officer or attorney thereof
and deposited at the registered office of the Company at Unit 112, 11127 - 15 Street N.E., Calgary, Alberta, T3K 2M4, any time up to and
including the last business day preceding the day of the Meeting, or any adjournment(s) or postponement(s) thereof, at which the proxy
is to be used or with the chair of the Meeting on the day of the Meeting or any adjournment(s) or postponement(s) thereof.

ADVICE
TO BENEFICIAL HOLDERS OF COMMON SHARES

The information set forth in this
section is of significant importance to many Shareholders who hold Common Shares through brokers and their nominees, as a substantial
number of Shareholders do not hold Common Shares in their own name. Shareholders who hold their Common Shares through their brokers, intermediaries,
trustees or other persons, or who otherwise do not hold their Common Shares in their own name (referred to herein as “Beneficial
Shareholders”) should note that only proxies deposited by Shareholders who appear on the records maintained by the Company’s
registrar and transfer agent as registered holders of Common Shares will be recognized and acted upon at the Meeting. If Common Shares
are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares will, in all likelihood, not
be registered in the Shareholder’s name. Such Common Shares will more likely be registered under the name of the Shareholder’s
broker or an agent of the broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration
name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). In the United States,
the vast majority of such Common Shares are registered under the name Cede & Co. (the registration name for The Depositary Trust Company,
which acts as nominee for many United States brokerage firms). Common Shares held by brokers (or their agents) on behalf of a broker’s
client can only be voted or withheld at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their
agents and nominees are prohibited from voting shares for the broker’s clients. Each Beneficial Shareholder should therefore ensure
that the voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires
brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings.
The various brokers and intermediaries have their own mailing procedures and provide their own return instructions to clients, which should
be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often the form
of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the instrument of
proxy provided directly to the Registered Shareholders by the Company. However, its purpose is limited to instructing the Registered Shareholder
(i.e. the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The Beneficial Shareholder is requested
to complete and return the VIF to them by mail or facsimile. Alternatively, the Beneficial Shareholder can call 1-855-839-3715 or email:
[email protected] to vote the Common Shares held by the Beneficial Shareholder.

Beneficial Shareholders who have
not objected to their intermediary disclosing certain ownership information about themselves to the Company are called Non-Objecting Beneficial
Owners (“NOBOs”). Beneficial Shareholders who have objected to their intermediary disclosing ownership information
about themselves to the Company are called Objecting Beneficial Owners (“OBOs”). In accordance with the requirements
of NI 54-101, the Company has elected to send the Notice of Meeting and this Information Circular (collectively, the “Meeting Materials”)
directly to NOBOs.

  

  

 

 

 

The Meeting Materials are being sent
to both Registered Shareholders and Beneficial Shareholders. If you are a Beneficial Shareholder, and the Company or its agent has sent
these materials to you, your name and address and information about your holdings of securities have been obtained in accordance with
applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you
directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials
to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting
instructions.

The Meeting Materials sent to the
NOBOs who have not waived the right to receive meeting materials are accompanied by a VIF, instead of a proxy. By returning the VIF in
accordance with the instructions noted on it, a NOBO can instruct the voting of the Common Shares owned by the NOBO. VIFs, whether provided
by the Company or by an intermediary, should be completed and returned in accordance with the specific instructions of the VIF. The purpose
of this procedure is to permit Beneficial Shareholders to direct the voting of the Common Shares which they beneficially own. Should a
Beneficial Shareholder who receives a VIF wish to attend the Meeting or have someone else attend on the Beneficial Shareholder’s
behalf, the Beneficial Shareholder may request a legal proxy as set forth in the VIF, which will grant the Beneficial Shareholder, or
Beneficial Shareholder’s nominee, the right to attend and vote at the Meeting.

A Beneficial Shareholder who receives
a VIF cannot use the form to vote Common Shares directly at the Meeting. The VIF must be returned to the intermediary (or instructions
respecting the voting Common Shares must otherwise be communicated to the intermediary) well in advance of the Meeting in order to have
the Common Shares voted. Although a Beneficial Shareholder may not be recognized at the Meeting for the purposed of voting Common Shares
registered in the name of the broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the Registered Shareholder and
vote Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as
proxyholder for the registered holder, should contact AGM Connect by emailing: [email protected] well in advance of the Meeting
to determine the step necessary to permit them to indirectly vote their Common Shares as a proxyholder.

All references to Shareholders in
this Information Circular and the accompanying VIF or proxy and Notice of Meeting are to Registered Shareholders unless specifically stated
otherwise.

VOTING
OF PROXIES

All Common Shares represented at
the Meeting by properly executed proxies will be voted on any matter that may be called for and, where a choice with respect to any matter
to be acted upon has been specified in the accompanying form of proxy, the Common Shares represented by the proxy will be voted in accordance
with such instructions. In the absence of any such instruction, the persons whose names appear on the printed form of proxy will vote
in favour of all the matters set out thereon.

The enclosed form of proxy confers
discretionary authority upon the persons named therein. If any other business or amendments or variations to matters identified in the
Notice of Meeting properly comes before the Meeting, then discretionary authority is conferred upon the person appointed in the proxy
to vote in the manner they see fit, in accordance with their best judgment.

At the time of the printing of this
Information Circular, Management knows of no such amendment, variation or other matter to come before the Meeting other than the matters
referred to in the Notice of Meeting.

RECORD
DATE AND QUORUM

The board of directors of the Company
(the “Board”) has fixed the record date for the Meeting at the close of business on June 29, 2026
(the “Record Date”). The Shareholders of record as at the Record Date are entitled to receive notice of the Meeting
and to vote those shares included in the list of the Shareholders entitled to vote at the Meeting prepared as at the Record Date.

The quorum for the transaction of
business at a meeting of Shareholders is two persons who are, or who represent by proxy, Shareholders entitled to vote at the meeting
who hold, in the aggregate, at least five percent of the votes attached to the outstanding Common Shares.

  

  

 

 

VOTING
SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The voting securities of the Company
consists of Common Shares. The Company is authorized to issue an unlimited number of Common Shares. As of the Effective Date, 87,870,176
Common Shares were issued and outstanding, with each such share carrying the right to one vote at the Meeting.

Other than as disclosed below,
as at the Effective Date, to the knowledge of the Company, and based on the Company’s review of the records maintained by Olympia
Trust Company, electronic filings with SEDAR+, the SEC, and insider reports filed with System for Electronic Disclosure by Insiders (“SEDI”),
no person or company beneficially owns, or controls or directs, directly or indirectly, ten percent or more of any class of voting securities
of the Company, on a non-diluted basis.

 
 Name
 
 Aggregate Number of

 Common Shares

 
 Percentage of Outstanding

 Common Shares

 
 Harkirat (Raj) Grover
 6,949,453(1)
 7.91%

 
Note:

1.       Includes
4,354,253 Common Shares directly owned by Mr. Grover, as well as the following Common Shares,
beneficially owned by Mr. Grover: (i) 274,657 Common Shares held by Grover Family Trust, a non-arm’s length entity to Mr. Grover,
(ii) 750,887 Common Shares held by 2088550 Alberta Ltd., an entity wholly owned by Mr. Grover and his spouse, Roza Grover, (iii) 7,099
Common Shares held by Grover Investments Inc., an entity wholly owned by Mr. Grover and Ms. Grover, and (iv) 1,504,294 Common Shares held
by Ms. Grover.

INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

The directors and officers of the
Company have an interest in the resolutions concerning the election of directors. Otherwise, no director or senior officer of the Company
or any associate or affiliate of the foregoing has any substantial interest, direct or indirect, by way of beneficial ownership of Common
Shares or otherwise in the matters to be acted upon at the Meeting, except for any interest arising from the ownership of Common Shares
where the Shareholder will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of Common Shares.

PARTICULARS
OF MATTERS TO BE ACTED UPON

1.       Financial
Statements

 

The Financial Statements and the
report of the auditor thereon will be received at the Meeting. No vote will be taken on the Financial Statements. The Financial Statements
and the report of the auditor have been provided to each Shareholder entitled to receive a copy of the Notice of Meeting and this Information
Circular and who requested a copy of the Financial Statements and the report of the auditor thereon. The Financial Statements are also
available on the Company’s website at www.hightideinc.com/invest, through AGM Connect at //www.connect.com/current-meetings/hiti2026,
under the Company’s SEDAR+ profile at www.sedarplus.ca , and in the Company’s
filings with the SEC at www.sec.gov/edgar.

2.       Reappointment
of Auditor

 

Davidson & Company LLP (“Davidson”)
has acted as the Company’s auditor since April 17, 2025. The directors propose to nominate Davidson & Company LLP as the auditor
of the Company, to hold office until the earlier of the close of the next annual meeting of Shareholders or their removal by the Company,
at a remuneration to be fixed by the audit committee of the Company (the “Audit Committee”). Approval of the appointment
of the auditor will require a majority of the votes cast in respect thereof by Shareholders present in person or by proxy at the Meeting.

 

Absent contrary instructions,
Common Shares represented by proxies in favour of the Management nominees will be voted in favour of reappointing Davidson as auditor
of the Company until the earlier of the close of the next annual meeting of Shareholders or their removal by the Company, at a remuneration
to be fixed by the Audit Committee.

3.       Fixing
the Number of Directors

 

The term of office for each director
is from the date of the Meeting at which he is elected until the annual meeting next following or until his or her successor is duly elected
or appointed. At the Meeting, the Shareholders will be asked to consider and, if thought fit, approve an ordinary resolution fixing the
number of directors to be elected at the Meeting at five.

Absent contrary instructions,
Common Shares represented by proxies in favour of the Management nominees will be voted in favour of fixing of the size of the Board at
five.

4.       Election
of Directors

 

At the Meeting, a board of five
directors will be proposed to be elected for a term that will expire upon the earlier of the next annual meeting of Shareholders or upon
their successor being duly elected or appointed, unless his or her office is earlier vacated (the “Proposed Board”).
Management has been informed that each of the proposed nominees listed below is willing to serve as a director if elected.

The following table sets forth
certain information regarding the Proposed Board, their respective positions with the Company, principal occupations or employment during
the last five years, the dates on which they became directors of the Company and the approximate number of Common Shares beneficially
owned by them, directly or indirectly, or over which control or direction is exercised by them as of the Effective Date:

  

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes:

1.Information furnished by the respective director nominees.

2.Voting securities of the Company beneficially owned, or controlled or directed,
directly or indirectly as of the Effective Date. Information regarding voting securities held does not include voting securities issuable
upon the exercise of Options, warrants or other convertible securities of the Company. Information in the table above is derived from
the Company’s review of insider reports filed with SEDI and from information furnished by the respective director nominees.

3.Includes 4,354,253 Common Shares directly
owned by Mr. Grover, as well as the following Common Shares, beneficially owned by Mr. Grover: (i) 274,657 Common Shares held by Grover
Family Trust, a non-arm’s length entity to Mr. Grover, (ii) 750,887 Common Shares held by 2088550 Alberta Ltd., an entity wholly
owned by Mr. Grover and his spouse, Roza Grover, (iii) 7,099 Common Shares held by Grover Investments Inc., an entity wholly owned by
Mr. Grover and Ms. Grover, and (iv) 1,504,294 Common Shares held by Ms. Grover.

 

Corporate
Cease Trade Orders or Bankruptcies

No member of the Proposed Board
is, or has been, within the past ten years before the Effective Date, a director or executive officer of any company that, while that
person was acting in that capacity: (i) was the subject of a cease trade or similar order or an order that denied the issuer access to
any exemption under securities legislation for a period of more than thirty consecutive days; or
(ii) was subject to an event that resulted, after the person ceased to be a director or executive officer, in the issuer being
the subject of a cease trade or similar order or an order that denied the issuer access to any exemption under securities legislation
for a period of more than thirty consecutive days.

No member of the Proposed Board
is, or has been, within the past ten years before the Effective Date, a director or executive officer of any issuer that, while that person
was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any
legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement, or compromise with creditors,
or had a receiver, receiver manager, or trustee appointed to hold its assets.

Personal
Bankruptcies

No member of the Proposed Board
has, within the ten years before the Effective Date, become bankrupt, made a proposal under any legislation relating to bankruptcy or
insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver
manager or trustee appointed to hold such person’s assets.

Penalties
or Sanctions

No member of the Proposed Board
has: (i) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory
authority or has entered into a settlement agreement with a securities regulatory authority, other than penalties for late filing of insider
reports; or (ii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered
important to a reasonable Shareholder in deciding whether to vote for a proposed director.

It is the intention of the persons
named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote such proxies FOR the election
of each of the members of the Proposed Board specified above as directors of the Company, to serve for a term that will expire upon the
earlier of the next annual meeting of Shareholders or upon their successor being duly elected or appointed. If, prior to the Meeting,
any vacancies occur in the proposed nominees herein submitted, the persons named in the enclosed form of proxy intend to vote FOR the
election of any substitute nominee or nominees recommended by Management and FOR each of the remaining proposed nominees.

 

5.        Amended
and Restated Shareholder Rights Plan

 

On April 10, 2025, the Board adopted
a shareholder rights plan (the “Shareholder Rights Plan”) and authorized the Company to enter into a shareholder rights plan
agreement (the “Shareholder Rights Plan Agreement”) with Olympia Trust Company, as rights agent. The Shareholder Rights Plan
Agreement was ratified, confirmed and approved by shareholders on May 29, 2025. At the Meeting, shareholders will be asked to approve
an ordinary resolution confirming and approving the amendment and restatement of the Shareholder Rights Plan (the “Amended and Restated
Rights Plan”). A summary of the principal terms and proposed amendments are provided below. The full text of the Amended and Restated
Rights Plan is available on the Company’s profile at www.sedarplus.ca.

  

  

 

 

 

Proposed Amendments 

 

The Amended and Restated Rights Plan
contains substantially the same terms and conditions as the current version of the Shareholder Rights Plan. The key amendments pursuant
to the Amended and Restated Rights Plan include: (i) expanding the definition of “Acquiring Person” to include (a) cannabis
retail operator licence holders in Ontario who, together with their affiliates, would cause or would reasonably be expected to cause the
Company to be non-compliant with Section 2 of General, O. Reg. 468/18 made under the Cannabis Licence Act, 2018 (Ontario), and (b) cannabis
retail store licence holders in British Columbia who would cause or would reasonably be expected to cause the Company to be non-compliant
with requirements applicable to a cannabis retail store licence relating to holding or having control or influence over more than the
prescribed number of licences, or the requirements set out in Sections 6 and 7 of Cannabis Licensing Regulation, BC Reg. 202/2018; and
(ii) other amendments of an administrative nature, including correcting statutory references and updating defined terms.

 

Overview of the Amended and Restated
Rights Plan

 

The approval and confirmation of the
Amended and Restated Rights Plan is not being recommended in response to or in contemplation of any known take-over bid or other similar
transaction. Neither management nor the Board is aware of any pending, threatened or proposed acquisition or take-over bid of the Company.
The adoption of the Amended and Restated Rights Plan does not change the duty of the Board to act honestly and in good faith with a view
to the best interests of the Company. Further, the Amended and Restated Rights Plan is not intended as a means to prevent a take-over
of the Company, to secure the continuance of management or the Board in their respective offices, or to deter fair offers for the shares.
In the event of a take-over bid or similar transaction, the Board will continue to have the right and responsibility to take such action
and to make such recommendations to shareholders as are considered necessary or appropriate. The Amended and Restated Rights Plan applies
to the shares, securities that are convertible into shares, as well as any other shares with voting rights that may be issued by the Company.
Currently, the common shares are the only class of shares issued and outstanding. Should the Company issue a new class of voting shares
in the future, the Amended and Restated Rights Plan would apply to those voting shares in the same manner described below. The Company
does not have any present intention of issuing any other class of voting shares.

 

Summary of the Amended and Restated
Rights Plan

 

The Amended and Restated Rights Plan
provides a mechanism whereby a take-over bid must remain open for at least 105 days (unless shortened by the Company in accordance with
applicable securities legislation) and must remain open for a further 10 days after the acquiring person publicly announces that the shares
deposited or tendered and not withdrawn constitute more than 50% of the shares outstanding held by independent shareholders. The Company
has issued rights (“Rights”) as of April 10, 2025 (the “Effective Date”) to all shareholders pursuant to the terms
of the Shareholder Rights Plan. One Right was issued for each outstanding common share or other security which entitles the holder to
vote generally in the election of directors (“Voting Share”) that was outstanding on April 10, 2025 and one Right has been
and shall be issued for each Voting Share issued after April 10, 2025 and prior to the earlier of the separation time (as described below)
and the termination of the Amended and Restated Rights Plan. The Rights will automatically trade with and be transferred with their underlying
shares unless and until an event occurs that causes a separation, which would include a flip-in event (as described below) or the announcement
of an intention to commence a take-over bid (other than Permitted Bid (as described below)). The Rights are not exercisable unless and
until there is such a separation. The issuance of the Rights does not change the manner in which shareholders currently trade their shares.

 

A flip-in event would occur if a person
were to become an acquiring person, for example, if a person acquires beneficial ownership of at least 20% of the shares other than pursuant
to certain exceptions such as a Permitted Bid or an exempt acquisition. If the person acquires shares under a Permitted Bid or exempt
acquisition or one of the other specified exceptions, they are not considered to be an acquiring person and no flip-in event occurs. If
a person does become an acquiring person, each Right then entitles each holder (other than the acquiring person) to purchase shares at
a 50% discount. Each holder of a Right may then purchase that number of shares having a fair market value at the relevant time equal to
twice the exercise price for an amount equal to the exercise price, in effect permitting shares to be acquired at a 50% discount to the
market price at the time of exercise.

 

The acquiring person is not permitted
to exercise any Rights. The Amended and Restated Rights Plan provides that the acquiring person’s Rights become null and void when
the flip-in event occurs. The Amended and Restated Rights Plan also provides that the Board may either waive the Amended and Restated
Rights Plan or redeem the Rights at a minimal price in certain circumstances. The Amended and Restated Rights Plan thereby encourages
unsolicited bidders to either make a Permitted Bid or to approach the Board with their offer and attempt to convince the Board to either
waive the flip-in event or to redeem the Rights. If the offer is coercive or inadequate, the Board can choose not to cooperate with the
bidder and not to agree to waive the Amended and Restated Rights Plan or redeem the Rights.

  

  

 

 

 

Key Characteristics

The key characteristics of the Amended
and Restated Rights Plan are described in more detail below:

 

Creation and Issuance of Rights. Pursuant
to the Amended and Restated Rights Plan, the Company issued one Right for each Voting Share outstanding on April 10, 2025 and has issued
and will continue to issue one Right for each additional Voting Share issued after April 10, 2025 but prior to the separation time or
the expiry of the Rights. Certificates issued for shares after April 10, 2025 (but prior to the close of business at the separation time
or the expiry of the Rights) will include a legend evidencing the Rights. Notwithstanding the foregoing, certificates representing Voting
Shares that were issued prior to approval of the Shareholder Rights Plan do not require a legend to evidence the Rights.

 

Term of Amended and Restated Rights
Plan. The Amended and Restated Rights Plan must be approved at the Meeting in order for the amendments to become effective. In addition,
the Amended and Restated Rights Plan must be reconfirmed by shareholders every three years to remain in effect. It may also be terminated
earlier by the Board in certain circumstances.

 

Separation Time. The Rights can become
separated or unstapled from the shares to which they are attached and then trade separately from the shares. This separation time will
generally only occur on the close of business on the 10th trading day after the earlier of:

(a) the first date of public disclosure
of facts indicating that a person has become an acquiring person (i.e. that there has been a flip- in event); (b) the date of commencement
or first public announcement of a non-permitted take-over bid; or (c) the date on which a Permitted Bid ceases to qualify as a Permitted
Bid. Unless and until the separation time occurs, the Rights will continue to be attached to and trade with the shares.

 

Flip-in Event. When a person becomes
an acquiring person, all Rights holders, other than the acquiring person, are entitled to purchase shares at a 50% discount to market
price at the time of exercise. Acquiring Person.

 

Acquiring Person. An acquiring person
is a person that becomes the beneficial owner of 20% or more of the outstanding shares, or a licensed producer or a cannabis retail operator
in Ontario or a federal licence holder or cannabis retail operator licence holder in British Columbia whose Beneficial Ownership of Voting
Shares would cause or would reasonably be expected to cause the Company to be non-compliant with applicable cannabis licensing regulations.
The foregoing is subject to the following exemptions: a voting share reduction (generally, a repurchase or redemption of shares by the
Company which has the effect of increasing the person’s or company’s percentage ownership of the Company); a permitted bid
acquisition (an acquisition of shares made pursuant to a Permitted Bid or Competing Permitted Bid); an exempt acquisition (an acquisition
in respect of which the Board has waived the application of the Amended and Restated Rights Plan or an acquisition made pursuant to a
Shareholder-approved transaction such as an amalgamation or arrangement or an acquisition made as an intermediate step in a larger transaction
where the acquiring party has then distributed the shares out to its security holders); or a pro rata acquisition (generally, the acquisition
of shares pursuant to a rights offering, public offering or private placement to the extent necessary to prevent dilution of the person’s
or company’s shareholding).

 

Beneficial Ownership, Exemptions for
Portfolio Managers and Others, and Permitted Lock-up Agreements. In determining whether a person has become an acquiring person, all shares
over which the person has beneficial ownership must be included. A person is deemed to beneficially own any shares which are owned by
its associates or affiliates or by persons or companies “acting jointly or in concert” with such person for the purpose of
acquiring shares and any shares which it has the right to become the owner of within 60 days. Specific exclusions clarify that portfolio
managers, fund managers, trust companies, crown agents engaged in the management of investment funds and pension plan and registered plan
administrators are not caught simply because they may have the right to vote shares managed by them for others.

 

A person may also be considered to
be the beneficial owner of shares that are subject to a lock-up agreement. A lock- up agreement is an agreement under which a Shareholder
(a “Locked-Up Shareholder”) agrees to deposit or tender its shares to a particular bid (the “Lock-Up Bid”). The
person who makes the Lock-Up Bid will be deemed to be the beneficial owner of the shares of the Locked-Up Shareholder unless the agreement
it enters into with the Locked-Up Shareholder is a “permitted lock-up agreement”. In order for a lock-up agreement to constitute
a “permitted lock-up agreement”, certain conditions must be met (a “Permitted Lock- Up Agreement”).

 

A Permitted Lock-Up Agreement is one
which permits the Locked-up Shareholder to withdraw its shares from the lock-up to tender to another take-over bid or support another
transaction that will provide greater value to the Locked- Up Shareholder than the Lock- Up Bid, subject to certain exceptions. If the
Lock-Up Bid is for less than 100% of the shares, a Permitted Lock-Up Agreement must also permit the Locked-Up Shareholder to withdraw
its shares from the lock-up to tender to another take-over bid or support another transaction offering to acquire a greater number of
shares for at least the same consideration per Share, again subject to certain exceptions. A Permitted Lock-Up Agreement is not allowed
to require a Locked-Up S