Additional Details
For a more detailed description of the Transaction, the Aphria Resolution to be voted upon at the Aphria Meeting and the Tilray Proposals to be
voted on at the Tilray Meeting, Aphria Shareholders and Tilray Stockholders are urged to review and carefully consider the Circular and the Meeting Materials as they contain important information concerning the Arrangement and the rights and
entitlements of the Aphria Shareholders and Tilray Stockholders in relation thereto and consult with their financial, tax, legal and other professional advisors.
We Have A Good Thing Growing
ABOUT APHRIA
Aphria Inc.
is a leading global cannabis-lifestyle consumer packaged goods company with operations in Canada, United States, Europe and Latin America, that is changing peoples 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. Aphrias 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. Headquartered in Leamington, Ontario, Aphria cultivates, processes, markets and sells medical and adult-use cannabis, cannabis-derived extracts and derivative cannabis products in Canada under the provisions of the Cannabis Act and globally pursuant to applicable international regulations. Aphria also
manufactures, markets and sells alcoholic beverages in the United States.
ABOUT TILRAY
Tilray is a global pioneer in the research, cultivation, production, and distribution of cannabis and cannabinoids currently serving tens of
thousands of patients and consumers in 17 countries spanning five continents.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information in this news release constitutes 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, which are
intended to be covered by the safe harbor created by such sections and other applicable laws. The forward-looking statements are expressly qualified by this cautionary statement. Forward-looking statements are provided for the purpose of presenting
information about managements current expectations and plans relating to the future, and readers are cautioned that such statements may not be appropriate for other purposes. Any information or statements that are contained in this news
release that are not statements of historical fact may be deemed to be forward-looking statements, including, but not limited to, statements in this news release with regards to: (i) statements relating to Aphrias and Tilrays
strategic business combination and the expected timing and closing of the Transaction including, receipt of required shareholder approvals, court approvals and satisfaction of other closing customary conditions; (ii) estimates of pro-forma financial information of the Combined Company, including in respect of expected revenues and production of cannabis; (iii) the expected strategic and financial benefits of the business combination,
including estimates of future cost reductions, synergies, including expected pre-tax synergies, savings and efficiencies; (iv) statements that the Combined Company anticipates having scalable medical and adult-use cannabis platforms expected to strengthen the leadership position in Canada, internationally and, eventually in the United States; (v) statements that the Combined Company is expected to offer a
diversified and branded product offering and distribution footprint, state-of-the-art cultivation, processing and manufacturing
facilities; (vi) statements in respect of operational efficiencies expected to be generated as a result of the Transaction in the amount of approximately C$100 million of pre-tax annual cost
synergies; (vii) statements regarding the value and returns to shareholders expected to be generated by the business combination; (viii) expectations of future balance sheet strength and future equity; (ix) expectations regarding the
Combined Companys future M&A strategy; and (x) the expectation that the Combined Companys shares will be listed on the Toronto Stock Exchange concurrently with, or as soon as possible after, the closing of the Transaction.
Aphria and Tilray use 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 to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. Certain material factors or assumptions were used in drawing the conclusions contained in the forward-looking statements throughout this news release, including the ability
of the parties to receive, in a timely manner and on satisfactory terms, the necessary shareholder and court approvals for the Transaction, the ability of the parties to satisfy, in a timely manner, the conditions to closing of the Transaction and
other expectations and assumptions concerning the Transaction. Forward-looking statements reflect current beliefs of management of Aphria and Tilray with respect to future events and are based on information currently available to each respective
management team including the reasonable assumptions, estimates, analysis and opinions of management of Aphria and Tilray considering their experience, perception of trends, current conditions and expected developments as well as other factors that
each respective management believes to be relevant as at the date such statements are made. Forward-looking statements involve significant known and unknown risks and uncertainties. Many factors could cause