Reiterates Need for Stockholder Support in Advance of Special Meeting

-- Stockholders Who Support the Plan Should Vote Prior to the Special Stockholders Meeting on September 10 --

Tilray, Inc. (“Tilray” or the “Company”) (NASDAQ | TSX: TLRY), a leading global cannabis-lifestyle and consumer packaged goods company, today sent an open letter to shareholders from Irwin D. Simon, Chairman and Chief Executive Officer. The letter details Mr. Simon’s strategic vision and $4B revenue plan for the Company and encourages all shareholders to vote for initiatives in support of that vision and plan at Tilray’s Special Meeting of Stockholders (the “Special Meeting”), which is scheduled to be held on September 10, 2021.

The full text of the letter from Irwin D. Simon is copied below:

Dear Fellow Tilray Shareholder,

When we announced the “new” Tilray in December of last year, we were optimistic that we had the strategy, resources and leadership to create the world’s leading cannabis-focused consumer brands company. Together, we made a bold bet that:

  • The strong trends towards cannabis legalization and broader consumer reach in our three key markets – Canada, International and the U.S. – would grow stronger;
  • A management team with a track record of building and sustaining value in the CPG wellness space was well positioned to help grow a new leader in the cannabis sector; and
  • A combination of well-defined organic growth initiatives combined with acquisitions and partnerships would afford us a unique opportunity to expand our business globally and grow into the unquestioned industry leader, with $4B in revenue by the end of our fiscal year 2024.

I want to be clear: our conviction in both the opportunity and our ability to execute on these key growth plans has never been stronger. But our ability to do so rests on the support of our shareholders, from whom we have been seeking support to get important proposals passed. Proposal 1, in particular, would authorize Tilray to issue additional shares to execute on attractive acquisitions and other growth avenues in our M&A program. We need a majority of all the shares issued and outstanding to vote in favor of Proposal 1 in order for it to pass.

We have approximately 49% of our stock voting in favor – but that is not enough! We need to hit 50.1%. There are no shortcuts.

Why does it matter? As last week’s milestone transaction with MedMen highlights, having the flexibility and resources to execute on our core growth vectors (legalization, outstanding execution and organic and inorganic growth) is absolutely essential. Only then will our five key competitive differentiators drive lasting and material shareholder value. These differentiators include:

  • The industry’s broadest geographic footprint and operational scale - Tilray now possesses the geographic footprint and operational scale to emerge as a consolidator in the global cannabis market.
  • Leadership position in Canada, with a complete portfolio of product offerings and carefully curated brands - We plan to grow and strengthen our position as the #1 Canadian LP in total sales on a consolidated basis. This is the foundation that will be so essential to getting us from our current combined retail market share in Canada of 16% to our goal of 30% share by fiscal year 2024.
  • Tremendous international growth opportunities from a strong base - The European Union, where we already have a very meaningful presence, represents a powerful growth market, and could be a $1 billion business for us in medical use alone. We will also be ready for adult-use legalization when the time comes. Our presence in the EU also allows us to grow our brands globally from a base of 600 million people in the EU (nearly twice the population of the U.S.).
  • A leading U.S. CPG platform to be immediately leveraged for cannabis products upon federal legalization - In the U.S., we already have a strong consumer packaged goods presence and infrastructure with two strategic pillars, SweetWater, the 11th largest craft brewer in the nation and leading lifestyle brand, and Manitoba Harvest, a pioneer in branded hemp, CBD and wellness products, with access to 17,000 stores in North America. Together, they are already $100-plus million businesses and quite profitable – but still have enormous potential.
  • Accretive acquisitions and other growth opportunities - The investment we recently made in the outstanding senior secured convertible notes of MedMen Enterprises Inc. (CSE: MMEN) (OTCQX: MMNFF), is a critical step towards delivering on our objective as we work to enable Tilray to lead the U.S. market when legalization allows. MedMen is a premier American cannabis retailer and one of the most recognized brands in the $80 billion U.S. cannabis market with 21 cannabis licenses across key states.

Please continue to support Tilray and your investment in the company by voting today on the vital shareholder proposals. You should have received ballots by mail or email. If you have not, or cannot find a ballot, please call our proxy solicitor and let them help you. They can be reached at (833) 497-7395 toll-free in the U.S. and Canada, or (203) 658-9400 elsewhere, or by email at TLRY@info.morrowsodali.com.

Our plan is to continue to lead this industry, by growing larger and faster than our competitors. We need your help to grow. Please vote.

Sincerely,

Irwin D. Simon, Chairman and Chief Executive Officer

Tilray notes that both major independent proxy advisory firms, ISS and Glass Lewis, have encouraged their investor clients to vote FOR all proposals at the upcoming Special Meeting of Stockholders.

HELP TILRAY GROW! VOTE “FOR” TODAY!

About Tilray

Tilray, Inc. is a leading global cannabis-lifestyle and consumer packaged goods company with operations in Canada, the United States, Europe, Australia, and Latin America that is changing people’s lives for the better – one person at a time – by inspiring and empowering the worldwide community to live their very best life by providing them with products that meet the needs of their mind, body, and soul and invoke a sense of wellbeing. Tilray’s mission is to be the trusted partner for its patients and consumers by providing them with a cultivated experience and health and wellbeing through high-quality, differentiated brands and innovative products. A pioneer in cannabis research, cultivation, and distribution, Tilray’s unprecedented production platform supports over 20 brands in over 20 countries, including comprehensive cannabis offerings, hemp-based foods, and alcoholic beverages.

For more information about Tilray, Inc., visit: http://www.Tilray.com

Forward-Looking Statements Certain statements in this communication that are not historical facts constitute forward-looking information or forward-looking statements (together, “forward-looking statements”) under Canadian securities laws and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be subject to the “safe harbor” created by those sections and other applicable laws. Forward-looking statements can be identified by words such as “forecast,” “future,” “should,” “could,” “enable,” “potential,” “contemplate,” “believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,” “may,” “project,” “will,” “would” and the negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, the need for an increase in authorized shares of common stock from 743,333,333 shares to 990,000,000 shares and the potential negative impacts to the Company if the corresponding proposal is not approved; the Company’s ability to become the world's leading cannabis-focused consumer branded company with $4 billion of revenue by 2024; the Company’s plan to become the #1 Canadian LP in total sales on a consolidated basis; the projected growth in the Company’s market share and growth in the EU market. Certain material factors, estimates, goals, projections or assumptions were used in drawing the conclusions contained in the forward-looking statements throughout this communication. Many factors could cause actual results, performance or achievement to be materially different from any forward-looking statements, and other risks and uncertainties not presently known to the Company or that the Company deems immaterial could also cause actual results or events to differ materially from those expressed in the forward-looking statements contained herein. For a more detailed discussion of these risks and other factors, see Tilray’s most recently filed Annual Report on Form 10-K (and other periodic reports filed with the SEC) of Tilray made with applicable securities regulatory authorities and available on SEDAR and EDGAR. The forward-looking statements included in this communication are made as of the date of this communication and the Company does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities laws.

For media inquiries, please contact: Berrin Noorata news@tilray.com

For investor inquiries, please contact: Raphael Gross 203-682-8253 Raphael.Gross@icrinc.com

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