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

Aug 19, 2021

TILRAY ACQUIRES MAJORITY POSITION IN AMENDED MEDMEN CONVERTIBLE NOTES

TILRAY ANNOUNCES A POTENTIAL ACCELERATED PATH INTO U.S. CANNABIS MARKET UPON FEDERAL LEGALIZATION

YOUR VOTE IS CRITICAL TO FACILITATING THIS IMPORTANT TRANSACTION

Please return your proxy card today, voting "FOR" the Proposal to Increase Authorized Shares (Proposal 1).

If you previously voted against the proposal, you can still change your vote to "FOR" now.

Not voting is the same as voting against Proposal 1.

A GAME�CHANGING TRANSACTION

• A potential ownership in a U.S. MSO with one of the most recognizable and iconic cannabis brands in the U.S. retail cannabis space.
• Transaction offers Tilray a path to acquire a significant interest in MedMen following federal legalization.
• MedMen's strong presence in the U.S. offers Tilray an opportunity to develop strategic opportunities including commercial arrangements, joint ventures and other significant transactions that offer the potential to expand Tilray's presence into the U.S. cannabis sector when it is permitted to do so upon U.S federal legalization.
• Upon U.S. federal legalization, Tilray would be positioned to develop a potential strategic leadership position, with distribution across desirable cannabis locations in the U.S. including the prized California market, which would offer an opportunity to drive growth for Tilray's CPG cannabis brand portfolio.

WHY IS TILRAY MAKING A STRATEGIC INVESTMENT IN MEDMEN?

Tilray is the leading cannabis-focused consumer packaged goods company with the largest global footprint in the industry and an extensive range of highly sought-after recreational cannabis brands and products.

MedMen is one of the most recognized and best-known brands in the U.S. retail cannabis space with 19 retail locations nationwide, including key locations in the Bay Area, Los Angeles, Boston, Chicago, and Las Vegas, and a dominant position in California, the world's largest market, and approximately 2.3 million retail visits annually.

This transaction is just one piece of Tilray's \$4 billion vision as we are evaluating various transactions involving other MSOs.

Please Vote Today "For" Proposal 1 to Enable Tilray to Optimize the Execution of this Transaction

WHAT IS THE STRUCTURE OF THE DEAL?

A newly formed limited partnership established by Tilray and certain other strategic investors acquired an aggregate of approximately U.S. \$165.8 million of senior secured convertible notes (the "Notes") originally issued by MedMen to certain funds affiliated with Gotham Green Partners ("GGP") and certain warrants (the "Warrants") originally issued by MedMen and held by GGP that were related to the Notes. Tilray's interest in the partnership represents a right to 68% of the Notes and the Warrants held by the partnership, which Notes and Warrants represent an interest of approximately 21% of the outstanding Class B subordinate voting shares of MedMen, assuming conversion and exercise of the Notes and the Warrants upon closing of the Transaction. In addition, through payment-in-kind interest, and top-up rights, Tilray maintains multi-level optionality to increase its ownership stake in MedMen upon U.S. federal legalization or Tilray's waiver of such condition.

As consideration for the Notes, upon Tilray receiving the stockholder approval necessary to increase the number of shares of its authorized capital stock, Tilray will issue approximately 9.0 million shares of its common stock to GGP.

Tilray's purchase of MedMen convertible notes positions us to become a leading player in the U.S. cannabis marketplace upon federal legalization.

THIS IS THE RIGHT DEAL FOR TILRAY SHAREHOLDERS

A VOTE "FOR" PROPOSAL 1 supports an important transaction and an opportunity for significant value creation

"Optionality and investment in a Multi-State Operator is core to Tilray's value proposition in the U.S., and we believe today's announcement moves us towards that vision with a very strategic and important partner. MedMen is an iconic brand with great products, loyal and dedicated customers, and an enviable national retail presence across the cannabis markets in the U.S. In addition to our investment, MedMen's other financing initiatives with highly experienced cannabis industry investors, including those announced earlier today, confirms this view and will further power MedMen's growth trajectory. We believe there is strong and accelerating momentum towards federal legalization in the U.S, and with this foundation in place, Tilray is now optimally positioned to continue to invest in the U.S. marketplace and become the leading cannabis CPG company upon federal legalization – with MedMen providing

an exceptional competitive advantage in cannabis retail. This game-changing transaction re-affirms our commitment to driving shareholder value both near-term and into the future. Our ability to enter in this game-changing transaction rests on the support of our shareholders at the upcoming Special Meeting to vote on our Authorized Shares Proposal. I cannot stress enough the importance of making our shareholders' voices count to enable us to maximize our potential to create substantial value for our shareholders in the near-term and in the future."

VOTE "FOR" PROPOSAL 1 AND SUPPORT THE MEDMEN TRANSACTION TODAY

HOW DO I VOTE?

Vote Online

• Locate the Control Number on your proxy card or voting instruction form
• Access the designated voting site
• Follow the instructions provided

Vote by Phone

• Locate the Control Number on your proxy card or voting instruction form
• Dial the designated telephone number
• Follow the instructions provided

Vote by Mail

• Sign, date and return your proxy card in the postage paid envelope provided

IF YOU PREVIOUSLY VOTED AGAINST PROPOSAL 1, YOU CAN STILL CHANGE YOUR VOTE

We need your support to optimize the execution of our acquisition of MedMen convertible notes. You can still vote For Proposal 1 by following these instructions to vote. Only your latest dated validly executed vote counts.

A NON-VOTE IS A VOTE AGAINST

Not voting has the same effect as voting against this important proposal. We urge you to vote your shares today. Your vote is important, no matter how many or how few shares you own.

WHO SHOULD I CONTACT IF I HAVE QUESTIONS?

If you have any questions or need any help casting your vote, please contact: Morrow Sodali LLC toll-free: (833) 497-7395 or by email: TLRY@info.morrowsodali.com.

HELP TILRAY GROW BY VOTING "FOR" TODAY!