Tilray Brands, Inc. — Proxy Solicitation & Information Statement 2021

Jun 28, 2021

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TILRAY, INC. 1100 MAUGHAN RD. NANAIMO, B.C. V9X 1J2 CANADA

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. on Wednesday, July 28, 2021, Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

During The Meeting - Go to www.virtualshareholdermeeting.com/TLRY2021SM2 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. on Wednesday, July 28, 2021, Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you submit this proxy card by mail, it must be received no later than 11:59 p.m. Eastern Time on Wednesday, July 28, 2021.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

D56555-S25340 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

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----- Start of picture text ----- TILRAY, INC.The Board of Directors recommends you vote FOR the following proposals: For Against Abstain1. Approve an amendment to Tilray's Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the authorized capital stock of Tilray from743,333,333 shares to 990,000,000 shares of capital stock.2. Approve an amendment to the Certificate of Incorporation to elect not to be governed by Section 203 of Delaware General Corporation Law.3. Approve an amendment to the Certificate of Incorporation to permit stockholders of the Company to take action by written consent.4. Approve amendments to the Certificate of Incorporation related to the following governance changes: (1) eliminate the dual structure of Class 1 Common Stock and Class 2Common Stock, and authorize the issuance of two classes of stock of the Company; (2) declassify the board of directors of the Company; (3) remove limitations on the corporateopportunity doctrine; and (4) provide that the directors of the Company may be removed with or without cause at any time by the holders of a majority of the voting power ofthe Company’s then-outstanding shares of capital stock, subject to the rights of holders of Preferred Stock.5. Approve amendments to the Certificate of incorporation to eliminate certain provisions related to the Company’s prior status as a “controlled company" and make otheradministrative and conforming amendments and changes as necessary in light of the foregoing proposals.6. Approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes to approve the foregoingproposals.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each signpersonally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date----- End of picture text -----

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:

The Proxy Statement/Prospectus is available at www.proxyvote.com.

D56556-S25340

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TILRAY, INC. SPECIAL MEETING OF STOCKHOLDERS THURSDAY, JULY 29, 2021 AT 11:00 A.M. EASTERN TIME

The stockholder(s) hereby appoint(s) Irwin Simon and Carl Merton, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Class 2 common stock of Tilray, Inc. that the stockholder(s) is/are entitled to vote at the Special Meeting of Stockholders to be held virtually at 11:00 a.m., Eastern Time on Thursday, July 29, 2021, at the following link, www.virtualshareholdermeeting.com/TLRY2021SM2, and any adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Tilray Board of Directors' recommendations.

Continued and to be signed on reverse side.