TLRY

Tilray Brands, Inc. (“Tilray” or the “Company”) (NASDAQ | TSX: TLRY), a leading global cannabis-lifestyle and consumer packaged goods company, today announced that Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis), both leading independent providers of proxy research and vote recommendations to the investment community, have recommended that Tilray stockholders vote “FOR” Proposal 3, the Company’s proposal to eliminate Tilray’s Class 1 common stock at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”) to be held on November 22, 2022.

“We are pleased that ISS and Glass Lewis agree that stockholders should support Proposal 3 at the upcoming Annual Meeting,” said Irwin D. Simon, Tilray Brands’ Chairman and Chief Executive Officer. “The endorsement of the two major independent proxy advisory firms reaffirms our conviction that Proposal 3 is in the best interests of our stockholders and a critical part of our strategy to simplify our capital structure and modernize our corporate governance, which we believe will protect stockholders and promote accountability. We encourage stockholders to vote “FOR” Proposal 3 and all proposals at our upcoming Annual Meeting to support strong corporate governance and oversight.”

In determining to recommend “FOR” Proposal 3, ISS noted1:

“This proposal will simplify and update the company's governing documents to reflect that no shares of Class 1 common stock are outstanding, and none will be issued in the future. In addition, this will have no impact on the rights of current shareholders. Therefore, support for this proposal is warranted.”

Glass Lewis, which joined ISS in recommending “FOR” Proposal 3, noted1:

“Allowing one vote per share generally operates as a safeguard for common shareholders by ensuring that those who hold a significant minority of shares are able to weigh in on issues set forth by the board.”

Tilray urges shareholders to vote today to support these key initiatives to ensure best corporate governance practices and help the Company protect the influence of its stockholders. Your support is important, no matter how many or how few shares you own.

If you have any questions, or need any assistance in voting your shares, please contact Morrow Sodali LLC at (800) 449-0910 toll-free in the U.S. and Canada or (203) 658-9400 or by email at TLRY@info.morrowsodali.com.

HELP TILRAY GROW!VOTE “FOR” TODAY!

About Tilray BrandsTilray Brands, Inc. (Nasdaq: TLRY; TSX: TLRY), 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 a worldwide community to live their very best life, enhanced by moments of connection and wellbeing. Tilray’s mission is to be the most responsible, trusted and market leading cannabis consumer products company in the world with a portfolio of innovative, high-quality and beloved brands that address the needs of the consumers, customers and patients we serve. 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 craft beverages.

For more information on how we open a world of wellbeing, visit www.Tilray.com and follow @tilray on all social platforms.

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. Certain material factors, estimates, goals, projections, or assumptions were used in drawing the conclusions contained in the forward-looking statements throughout this communication. Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses, or current expectations concerning, among other things: the Company’s ability to become the world's leading cannabis-focused consumer branded company; the Company’s ability to achieve market share and revenue growth in particular markets, including in Canada, the U.S. and the EU; our ability to achieve $4B in revenue by the end of fiscal 2024 and projected cost savings; and the likelihood and timing of any cannabis legislation in the U.S., Germany and other jurisdictions. 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 the most recently filed annual information form of Tilray and the Annual Report on Form 10-K (and other periodic reports filed with the SEC) of Tilray made with the SEC and available on 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. 

ContactsFor media inquiries, please contact:Berrin Nooratanews@tilray.com

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

___________________________1 Permission to use quotations neither sought nor obtained. Emphasis added.