Business combinations | Business combinations In accordance with IFRS 3, Business Combinations, these transactions meet the definition of a business combination and, accordingly, the assets acquired, and the liabilities assumed have been recorded at their respective estimated fair values as of the acquisition date. A. Jimmy’s Cannabis acquisition Total consideration $ Common shares 4,932 Working Capital Adjustment 352 5,284 Purchase price allocation Cash 622 Inventory 308 Prepaid expenses 11 Property, plant and equipment 111 Right of use asset 129 Intangible assets - business license rights 1,487 Goodwill 3,416 Accounts payable and accrued liabilities (318) Lease liabilities (130) Income tax payables (110) Deferred tax liability (242) 5,284 In accordance with IFRS 3, Business Combinations (“IFRS 3”), the substance of this transaction constituted a business combination. The purchase price was allocated based on the Company’s estimated fair value of the identifiable net assets acquired on the acquisition date. Management finalized its purchase price allocation for the fair value of identifiable intangible assets, income taxes and the allocation of goodwill. The goodwill is primarily related to the opportunities to grow the business, expanded access to capital and greater financial flexibility. Goodwill is not deductible for tax purposes. For the year ended October 31, 2023, Jimmy accounted for $4,660 in revenues and $203 in net loss. If the acquisition had been completed on November 1, 2022, the Company estimates it would have recorded an increase of $5,475 in revenues and a decrease of $531 in net loss for the year ended October 31, 2023. B. NuLeaf Naturals, LLC acquisition (prior year) Total consideration $ Common shares 35,527 35,527 Purchase price allocation Cash 564 Accounts receivable 216 Other receivables 21 Inventory 2,058 Prepaid expenses 305 Property, plant and equipment 4,190 Right of use asset 3,144 Intangible assets - software 211 Intangible assets - brand 10,168 Goodwill 28,622 Accounts payable and accrued liabilities (6,140) Lease liabilities (2,984) Deferred tax liability (3,122) Non-controlling interest (1,726) 35,527 On November 29, 2021, the Company closed the acquisition of 80% of the outstanding common shares of NuLeaf Naturals LLC. (“NuLeaf”). Pursuant to the terms of the Arrangement, the consideration was comprised of 4,429,809 common shares of High Tide, having an aggregate value of $35,527. The acquisition agreement also includes a call and put option that could result in the Company acquiring the remaining 20% of common shares in NuLeaf not acquired upon initial acquisition. The Company analyzed the value in the call option and considers it to be at fair value, and therefore has no value related to the acquisition. As the put option is a contractual obligation, it gives rise to a financial liability calculated with reference to the agreement and is discounted to its present value at each reporting date using the discounted cash flow model. The initial obligation under the put option was recorded as a liability with the offset recorded as equity at its fair value at acquisition of $8,326 with an exercise date of May 29, 2023. In accordance with IFRS 3, Business Combinations (“IFRS 3”), the substance of this transaction constituted a business combination. The purchase price was allocated based on the Company’s estimated fair value of the identifiable assets acquired on the acquisition date. Management finalized its purchase price allocation. The goodwill is primarily related to the opportunities to grow the business, expanded access to capital and greater financial flexibility. For the year ended October 31, 2022, NuLeaf accounted for $15,657 in revenues and $518 in net income. If the acquisition had been completed on November 1, 2021, the Company estimates it would have recorded an increase of $1,474 in revenues and a decrease of $797 in net loss for the year ended October 31, 2022. The Company also incurred $89 in transaction costs for the year ended October 31, 2022, which have been expensed to finance and other costs during the period. C. Bud Room Inc. acquisition (prior year) Total consideration $ Common shares 3,738 Working Capital Adjustment 12 3,750 Purchase price allocation Cash 63 Inventory 40 Prepaid expenses 31 Property and equipment 120 Right of use asset 200 Goodwill 3,707 Lease liability (365) Accounts payable and accrued liabilities (46) 3,750 On February 9, 2022, the Company closed the acquisition of 100% of the outstanding common shares of Bud Room Inc. (“Bud Room”). Pursuant to the terms of the Arrangement, the consideration was comprised of 674,650 common shares of High Tide, having an aggregate value of $3,738 and working capital adjustment of $12, and acquired all rights to the customized Fastendr™ retail kiosk and smart locker technology and Bud Room’s retail cannabis store located at 1910 St. Laurent Blvd in Ottawa, Ontario. In accordance with IFRS 3, Business Combinations (“IFRS 3”), the substance of this transaction constituted a business combination. The purchase price was allocated based on the Company’s estimated fair value of the identifiable assets acquired on the acquisition date. The goodwill is primarily related to the opportunities to grow the business, expanded access to capital and greater financial flexibility. For the year ended October 31, 2022, Bud Room accounted for $2,305 in revenues and $186 in net income. If the acquisition had been completed on November 1, 2021, the Company estimates it would have recorded an increase of $611 in revenues and a decrease of $23 in net loss for the year ended October 31, 2022. The Company also incurred $30 in transaction costs for the year ended October 31, 2022, which have been expensed to finance and other costs during the period. D. 2080791 Alberta Ltd. acquisition (prior year) Total consideration $ Cash 200 Common shares 2,203 2,403 Purchase price allocation Cash 250 Inventory 182 Prepaid expenses 8 Property and equipment 161 Right of use asset 160 Goodwill 1,830 Accounts payable and accrued liabilities (28) Lease liability (160) 2,403 On April 21, 2022, the Company closed the acquisition of 100% of the outstanding common shares of 2080791 Alberta Ltd. operating as Boreal Cannabis Company (“Boreal”) which operates two retail cannabis stores in Alberta. Pursuant to the terms of the Arrangement, the consideration was comprised of $200 in cash and 443,301 common shares of High Tide, having an aggregate value of $2,203. In accordance with IFRS 3, Business Combinations (“IFRS 3”), the substance of this transaction constituted a business combination. The initial purchase price was allocated based on the Company’s estimated fair value of the identifiable assets acquired on the acquisition date. The goodwill is primarily related to the opportunities to grow the business, expanded access to capital and greater financial flexibility. For the year ended October 31, 2022, Boreal accounted for $1,873 in revenues and $162 in net income. If the acquisition had been completed on November 1, 2021, the Company estimates it would have recorded an increase of $1,861 in revenues and a decrease of $132 in net loss for the year ended October 31, 2022. The Company also incurred $9 in transaction costs for the year ended October 31, 2022, which have been expensed to finance and other costs during the period. E. Crossroads Cannabis acquisition (prior year) Total consideration $ Common shares 2,189 2,189 Purchase price allocation Cash 3 Inventory 284 Property and equipment 606 Right of use assets 751 Goodwill 1,296 Lease liabilities (751) 2,189 On April 26, 2022, the Company closed the acquisition of three retail cannabis stores in Ontario operating as Crossroads Cannabis (“Crossroads”). Pursuant to the terms of the Arrangement, the consideration was comprised of 378,079 common shares of High Tide, having an aggregate value of $1,777. On May 17, the Company closed the acquisition of an additional retail cannabis store operating as Crossroads Cannabis, the consideration was comprised of 138,656 common shares of High Tide having an aggregate value of $412 for the total cash consideration of $2,189. In accordance with IFRS 3, Business Combinations (“IFRS 3”), the substance of this transaction constituted a business combination. The purchase price was allocated based on the Company’s estimated fair value of the identifiable assets acquired on the acquisition date. The goodwill is primarily related to the opportunities to grow the business, expanded access to capital and greater financial flexibility. For the year ended October 31, 2022, Crossroads accounted for $3,505 in revenues and $87 in net income. If the acquisition had been completed on November 1, 2021, the Company estimates it would have recorded an increase of $3,076 in revenues and a decrease of $132 in net loss for the year ended October 31, 2022. The Company also incurred $44 in transaction costs for the year ended October 31, 2022, which have been expensed to finance and other costs during the period. F. Ontario Lottery Winner acquisition (prior year) Total consideration $ Cash 176 Loan Receivable - Settlement 3,463 3,639 Purchase price allocation Cash and cash equivalents 12 Inventory 426 Prepaid Expenses 2 Property and equipment 512 Goodwill 2,687 3,639 On May 10, 2022, the Company closed the acquisition of two Ontario Lottery Winner retail cannabis locations. On August 2, 2022, the Company completed its asset acquisition of the third store of the Ontario Lottery Winner retail cannabis location. Pursuant to the terms of the Arrangement, the consideration was comprised of $176 in cash and settlement of a $3,463 Loan Receivable. In accordance with IFRS 3, Business Combinations (“IFRS 3”), the substance of this transaction constituted a business combination. The purchase price was allocated based on the Company’s estimated fair value of the identifiable assets acquired on the acquisition date. The goodwill is primarily related to the opportunities to grow the business, expanded access to capital and greater financial flexibility. For the year ended October 31, 2022, Ontario Lottery Winner accounted for $4,254 in revenues and $55 in net income. If the acquisition had been completed on November 1, 2021, the Company estimates it would have recorded an increase of $6,427 in revenues and an increase of $152 in net loss for the year ended October 31, 2022. The Company also incurred $62 in transaction costs for the year ended October 31, 2022, which have been expensed to finance and other costs during the period. G. Bud Heaven acquisition (prior year) Total consideration $ Cash True-up Payable 992 Common Shares 1,986 2,978 Purchase price allocation Cash 41 Inventory 102 Trade and other receivables 13 Prepaid Expenses 37 Property and equipment 240 Right-of-use-assets 250 Goodwill 2,657 Accounts payable and accrued liabilities (112) Lease Liabilities (250) 2,978 On June 1, 2022, the Company acquired all of the issued and outstanding shares of Livonit Foods Inc. operating as Bud Heaven (“Bud Heaven”) which operates two retail cannabis stores in Ontario. The consideration was comprised of 564,092 Common Shares, having an aggregate value of $1,986 and cash of $992. In accordance with IFRS 3, Business Combinations (“IFRS 3”), the substance of this transaction constituted a business combination. The purchase price was allocated based on the Company’s estimated fair value of the identifiable assets acquired on the acquisition date. The goodwill is primarily related to the opportunities to grow the business, expanded access to capital and greater financial flexibility. For the year ended October 31, 2022, Bud Heaven accounted for $1,977 in revenues and $258 in net income. If the acquisition had been completed on November 1, 2021, the Company estimates it would have recorded an increase of $2,170 in revenues and a decrease of $419 in net loss for the year ended October 31, 2022. The Company also incurred $9 in transaction costs for the year ended October 31, 2022, which have been expensed to finance and other costs during the period. H. Kensington acquisition (prior year) Total consideration $ Cash 160 Loan Receivable - Settlement 523 683 Purchase price allocation Cash 3 Inventory 21 Property and equipment 185 Goodwill 474 683 On June 4, 2022, the Company purchased a retail cannabis store location in Alberta (previously a franchisee). The consideration was comprised of $160 in cash and settlement of a $523 Loan Receivable. In accordance with IFRS 3, Business Combinations (“IFRS 3”), the substance of this transaction constituted a business combination. The purchase price was allocated based on the Company’s estimated fair value of the identifiable assets acquired on the acquisition date. I. Halo Kushbar acquisition (prior year) Total consideration $ Note Receivable - Settled 810 Working Capital Adjustment 109 919 Purchase price allocation Cash 160 Trade and other receivables 37 Inventory 205 Prepaid Expenses 14 Property and equipment 530 Right-of-use assets 718 Accounts payable and accrued liabilities (27) Lease liabilities (718) 919 On July 15, 2022, The Company took control of the shares of Halo Kushbar Retail Inc (“Halo Kushbar”), which owns three operating cannabis retail stores in Alberta. The consideration received was the settlement of a convertible promissory note that was revalued to a principal amount of $810 (the “Note”) and working capital adjustment of $109. In accordance with IFRS 3, Business Combinations (“IFRS 3”), the substance of this transaction constituted a business combination. The purchase price was allocated based on the Company’s estimated fair value of the identifiable assets acquired on the acquisition date J. Choom acquisition (prior year) Total consideration $ Cash 100 Common Shares 3,940 4,040 Purchase price allocation Inventory 190 Property and equipment 962 Right-of-use assets 2,520 Goodwill 2,861 Intangible Asset - Business Licenses Rights 27 Lease liabilities (2,520) 4,040 On August 2, 2022, the Company closed the acquisition of assets of Choom stores located in Alberta and British Columbia. On August 25, 2022, the Company closed the acquisition of assets of a Choom store located in Ontario. The consideration was comprised of 2,147,023 common shares of the Company having an aggregate value of $3,940 and $100 cash. In accordance with IFRS 3, Business Combinations (“IFRS 3”), the substance of this transaction constituted a business combination. The purchase price was allocated based on the Company’s estimated fair value of the identifiable assets acquired on the acquisition date |