NANAIMO, British Columbia–()–Tilray, Inc. (NASDAQ: TLRY), a worldwide pioneer in hashish analysis, cultivation, manufacturing, and distribution, at the moment introduced that the Tilray board of administrators accepted an modification to the Company’s bylaws to cut back the quorum requirement for shareholder conferences from shareholders representing a majority of the voting energy of the excellent shares entitled to vote to one-third of the voting energy of the excellent shares entitled to vote.

In reference to the proposed enterprise mixture between Aphria Inc. (“Aphria”) and Tilray (the “Transaction”), Aphria and Tilray have every agreed to waive the mutual situation precedent to the consummation of the Transaction that Tilray amend its amended and restated certificates of incorporation (the “Charter Amendment Proposal”) within the occasion that the Charter Amendment Proposal just isn’t accepted by the Tilray stockholders on the Tilray particular assembly scheduled for April 30 at 11:00 a.m. Eastern time (the “Tilray Special Meeting”).

All Tilray stockholders are inspired to have their voices heard in regard to the Transaction, regardless of the quantity of shares held. Tilray stockholders who haven’t already voted, or want to change their vote, are strongly inspired to accomplish that. Tilray stockholders who held shares as of the March 12, 2021 report date are eligible to vote these shares on the Tilray Special Meeting.

Tilray stockholders who’ve already voted don’t want to recast their votes. Proxies beforehand submitted might be voted on the reconvened assembly except correctly revoked.

If Tilray stockholders have questions or want further info relating to the Transaction, Tilray stockholders are inspired to contact Tilray’s shareholder communications advisor and proxy solicitation agent, Mackenzie Partners, Inc. by toll-free at 1-800-322-2885 or by e-mail at proxy@mackenziepartners.com.

About Tilray®

Tilray is a worldwide pioneer within the analysis, cultivation, manufacturing, and distribution of hashish and cannabinoids, at the moment serving tens of hundreds of sufferers and customers in 17 international locations spanning 5 continents.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain info on this communication constitutes forward-looking info or forward-looking statements (collectively, “forward-looking statements”) underneath Canadian securities legal guidelines and throughout the which means 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 supposed to be coated by the secure harbor created by such sections and different relevant legal guidelines. The forward-looking statements are expressly certified by this cautionary assertion. Forward-looking statements are offered for the aim of presenting details about administration’s present expectations and plans relating to the longer term, and readers are cautioned that such statements will not be applicable for different functions. Any info or statements which might be contained on this communication that aren’t statements of historic truth could also be deemed to be forward-looking statements, together with, however not restricted to, statements on this communication with regards to: (i) statements relating to the strategic enterprise mixture of Aphria and Tilray and the anticipated timing and closing of the Transaction; the Transaction together with, receipt of required shareholder approvals, courtroom approvals and satisfaction of different closing customary circumstances; (ii) estimates of pro-forma monetary info of the Combined Company, together with in respect of anticipated revenues and manufacturing of hashish; (iii) the anticipated strategic and monetary advantages of the enterprise mixture, together with estimates of future price reductions, synergies, together with anticipated pre-tax synergies, financial savings and efficiencies; (iv) statements that the Combined Company anticipates having scalable medical and adult-use hashish platforms anticipated to strengthen the management place in Canada, internationally and, ultimately within the United States; (v) statements that the Combined Company is anticipated to provide a diversified and branded product providing and distribution footprint, state-of-the-art cultivation, processing and manufacturing services; (vi) statements in respect of operational efficiencies anticipated to be generated in consequence of the Transaction within the quantity of roughly C$100 million of pre-tax annual price synergies; (vii) statements relating to the worth and returns to shareholders anticipated to be generated by the enterprise mixture; (viii) expectations of future stability sheet power and future fairness; (ix) expectations relating to the Combined Company’s future M&A method; and (x) the expectation that the Combined Company’s shares might be listed on the Toronto Stock Exchange concurrently with, or as quickly as attainable after, the closing of the Transaction. Aphria and Tilray use phrases similar to “forecast”, “future”, “should”, “could”, “enable”, “potential”, ponder”, “believe”, “anticipate”, “estimate”, “plan”, “expect”, “intend”, “may”, “project”, “will”, “would” and the adverse of these phrases or related expressions to establish forward-looking statements, though not all forward-looking statements comprise these figuring out phrases. Certain materials elements or assumptions had been utilized in drawing the conclusions contained within the forward-looking statements all through this communication, together with the power of the events to obtain, in a well timed method and on passable phrases, the required shareholder and courtroom approvals for the Transaction, the power of the events to fulfill, in a well timed method, the circumstances to closing of the Transaction and different expectations and assumptions regarding the Transaction. Forward-looking statements mirror present beliefs of administration of Aphria and Tilray with respect to future occasions and are based mostly on info at the moment accessible to every respective administration workforce together with the cheap assumptions, estimates, evaluation and opinions of administration of Aphria and Tilray contemplating their expertise, notion of tendencies, present circumstances and anticipated developments in addition to different elements that every respective administration believes to be related as on the date such statements are made. Forward-looking statements contain important identified and unknown dangers and uncertainties. Many elements might trigger precise outcomes, efficiency or achievement to be materially totally different from any future forward-looking statements. Factors that will trigger such variations embody, however are usually not restricted to, dangers assumptions and expectations described in Aphria’s and Tilray’s vital accounting insurance policies and estimates; the adoption and affect of sure accounting pronouncements; Aphria’s and Tilray’s future monetary and working efficiency; the aggressive and enterprise methods of Aphria and Tilray; the intention to develop the enterprise, operations and potential actions of Aphria and Tilray; the power of Aphria and Tilray to full the Transaction; Aphria’s and Tilray’s capacity to present a return on funding; Aphria’s and Tilray’s capacity to keep a robust monetary place and handle prices, the power of Aphria and Tilray to maximize the utilization of their current property and investments and that the completion of the Transaction is topic to the satisfaction or waiver of a quantity of circumstances as set forth within the Arrangement Agreement. There will be no assurance as to when these circumstances might be happy or waived, if in any respect, or that different occasions is not going to intervene to delay or end result within the failure to full the Transaction. There is a danger that some or all of the anticipated advantages of the Transaction could fail to materialize or could not happen throughout the time intervals anticipated by Aphria and Tilray. The problem of coordinating beforehand impartial companies makes evaluating the enterprise and future monetary prospects of the Combined Company following the Transaction troublesome. Material dangers that might trigger precise outcomes to differ from forward-looking statements additionally embody the inherent uncertainty related to the monetary and different projections a nicely as market adjustments arising from governmental actions or market circumstances in response to the COVID-19 public well being disaster; the immediate and efficient integration of the Combined Company; the power to obtain the anticipated synergies and value-creation contemplated by the Transaction; the danger related to Aphria’s and Tilray’s capacity to acquire the approval of the proposed transaction by their shareholders required to consummate the Transaction and the timing of the closing of the Transaction, together with the danger that the circumstances to the Transaction are usually not happy on a well timed foundation or in any respect; the danger {that a} consent or authorization that could be required for the Transaction just isn’t obtained or is obtained topic to circumstances that aren’t anticipated; the result of any authorized proceedings that could be instituted towards the events and others associated to the Arrangement Agreement; unanticipated difficulties or expenditures relating to the Transaction, the response of enterprise companions and retention in consequence of the announcement and pendency of the Transaction; dangers relating to the worth of Tilray’s widespread inventory to be issued in reference to the transaction; the affect of aggressive responses to the announcement of the Transaction; and the diversion of administration time on transaction-related points. Readers are cautioned that the foregoing listing of elements just isn’t exhaustive. Other dangers and uncertainties not presently identified to Aphria and Tilray or that Aphria and Tilray presently consider are usually not materials might additionally trigger precise outcomes or occasions to differ materially from these expressed within the forward-looking statements contained herein. For a extra detailed dialogue of dangers and different elements, see probably the most not too long ago filed annual info kind of Aphria and the annual report filed on kind 10-Ok of Tilray made with relevant securities regulatory authorities and accessible on SEDAR and EDGAR. The forward-looking statements included on this communication are made as of the date of this communication and neither Aphria nor Tilray undertake any obligation to publicly replace such forward-looking statements to mirror new info, subsequent occasions or in any other case except required by relevant securities legal guidelines.

ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT

This communication just isn’t supposed to and doesn’t represent a suggestion to promote or the solicitation of a suggestion to subscribe for or purchase or an invite to buy or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or switch of securities in any jurisdiction in contravention of relevant legislation. This communication is being made in respect of the proposed transaction involving Aphria and Tilray pursuant to the phrases of an association settlement by and amongst Aphria and Tilray and could also be deemed to be soliciting materials relating to the proposed transaction.

In reference to the Transaction, Tilray has filed a joint proxy assertion/administration info round (the “Circular”) containing necessary details about the Transaction and associated issues. The Circular has additionally been made accessible by Aphria and Tilray on their respective SEDAR profiles. Additionally, Aphria and Tilray will file different related supplies in reference to the Transaction with the relevant securities regulatory authorities. Investors and safety holders of Aphria and Tilray are urged to rigorously learn the complete Circular (together with any amendments or dietary supplements to such paperwork), respectively, earlier than making any voting determination with respect to the Transaction as a result of they comprise necessary details about the Transaction and the events to the Transaction. The Circular was mailed to the Aphria shareholders and Tilray stockholders and is accessible on the SEDAR and EDGAR profiles of the respective firms.

Investors and safety holders of Tilray can acquire a free copy of the Circular, in addition to different related filings containing details about Tilray and the Transaction, together with supplies integrated by reference into the Circular, with out cost, on the U.S. Securities and Exchange Commission’s web site (www.sec.gov) or from Tilray by contacting Tilray’s Investor Relations at (203) 682-8253, by e-mail at Raphael.Gross@icrinc.com, or by going to Tilray’s Investor Relations web page on its web site at https://ir.tilray.com/investor-relations and clicking on the hyperlink titled “Financials.”

Investors and safety holders of Aphria are in a position to acquire a free copy of the Circular, in addition to different related filings containing details about Aphria and the Transaction, together with supplies integrated by reference into the Circular, with out cost, underneath Aphria’s profile on SEDAR at www.sedar.com or from Aphria by contacting Aphria’s investor relations at investors@aphria.com.

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