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Tilray Brands, Inc. Proxy Solicitation & Information Statement 2021

Aug 20, 2021

47621_rns_2021-08-20_714753ec-6190-477b-8020-0e934b7baaa7.pdf

Proxy Solicitation & Information Statement

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Flexibility for Our Operations, Not Dilution of Our Shareholders Vote FOR Proposal 1

Proposal 1 WILL NOT by itself dilute our shareholders or increase our number of outstanding shares.

What it will do is enable us to move quickly to take advantage of opportunities we believe are aligned with our growth strategy and that can create real, long-term shareholder value.

VOTE FOR PROPOSAL 1 »

A vote FOR Proposal 1

.Will not lead to automatic dilutio

Will allow Tilray to optimize the executthe MedMen transaction

Will give Tilray the flexibility to pursuacquisitions to accelerate our growth

Will allow Tilray to raise additional capi tal to enhance research, cultivation and distribution pabilities

How To Vote "FOR" Proposal 1

Your vote is critical no matter how many or how few shares you own. $\label{eq:1} \text{Please vote today.}$

.Ilready voted? Only your latest-dated vote counts. Cast your vote today "FOR" Proposal 1.

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If you have any questions, or need any assistance in voting your shares, please contact Morrow Sodali LLC at $(\underline{833})\frac{497\cdot 7395}{477\cdot 788}$ toll-free in the U.S. and Canada, or by email at [email protected].

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TILRAY .ward-Looking Statem

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.Alexandro Mondolation

Help Maximize Our Potential to Create Value for Shareholders Through the MedMen Transaction

Vote FOR Proposal 1

Tilray is focused on building the world's leading cannabisfocused consumer product goods company with a goal of $4 billion in revenue by the end of our fiscal 2024.

Our purchase of MedMen convertible notes is a criticalstep towards our objective of leading the U.S. cannabismarket when legalization allows.

The passage of Proposal 1 will enable Tilray to maximize the potential to create shareholder value through the MedMen transaction.

VOTE FOR PROPOSAL 1

$\label{thm:1}$ Allows Tilray to optimize the execution of theMedMen transaction, which will accelerate our ability to capitalize on the opportunitythe $80 billion U.S. cannabis market upon of the federal legalization

Gives Tilray the flexibility to pursueacquisitions to accelerate our growth

$\label{thm:1}$ Allows Tilray to raise additional capital to enhance research, cultivation and distribution anabilities

How To Vote "FOR" Proposal 1

Your vote is critical no matter how many or how few shares you own. Please vote today. Voting is quick and easy.

Already voted? Only your latest-dated vote counts. Cast your vote today "FOR" Proposal 1.

:Locate the control number on yourVoting Instruction Form vocag instruction Form

  1. If your control number is 16 digits: $\log$ on to www.prosyreste.com, OR If your control number is 12 digits: Iog on to www.prosyrush.com
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    1. Simply enter your control nuon your phone loyped to vote

na date your proxy card oraction form and return it innaid resselves sec ...

we any questions, or need any assistance in voting your shares, please contacSodali LLC at $\underline{(833).497-7395}$ toll-free in the U.S. and Canada, or by email at $\underline{\hbox{TLKV@info}}.\hfill \underline{\hbox{norm}}.$ If you have any t Morre

.ward-Looking Statements

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TILRAY

Help Tilray Grow Vote FOR Proposal 1

The passage of Proposal 1 will enable Tilray to optimize the execution of our acquisition of MedMen convertible notes and potentially accelerate our path into the U.S. market upon .federal legalization.

Our industry is dynamic and expanding rapidly andpassage of Proposal 1 will provide important flexibility topursue attractive acquisitions to maximize shareholder value.

VOTE FOR PROPOSAL 1

Proposal 1 would enable Tilray to seize attractive opportunities to create shareholder value, including:

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Optimizing the execution of the MedMentransaction, which will accelerate our abilityto capitalize on the opportunity of the $80billion U.S. market upon federal legalization

$\label{thm:main} \begin{split} \text{Making smaller acquisitions to accelerate our} \ \text{expansion into innovative new products and} \ \text{attractive markets} \end{split}$

Pursuing larger acquisitions, which wouldrequire separate shareholder approval

Raising additional capital to enhanceresearch, cultivation and distribution capabilities

How To Vote FOR Proposal 1

$\label{thm:main} \textsc{Your support}\textsc{is}\textsc{critical}\textsc{no}\textsc{matter}\textsc{how}\textsc{many}\textsc{or}\textsc{how}\textsc{few}\textsc{shares}\textsc{you}\textsc{ow}\textsc{Please}\textsc{vote}\textsc{today}.\textsc{Voting}\textsc{is}\textsc{quick}\textsc{and}\textsc{easy}.$

Already voted? Only your latest-dated vote counts. Cast your vote "FOR" Proposal 1.

  • $\begin{minipage}{0.9\linewidth} \textbf{2. If your control number is 16 digits:} \ \textbf{log on to \textit{www.proxyroce.com, OR}} \end{minipage}$ if your control number is 12 digits: $\log$ on to www.proxypush.com

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    1. Simply enter your control nuron your phone keypad to vote

we any questions, or need any assistance in voting your shares, please contact Sodali LLC at $\frac{(833)}{977295}$ toll-free in the U.S. and Canada, or by email at If you h [email protected]

SEASS LEWIS

Leading Independent Proxy Advisory Firm GlassLewis Joins ISS in Recommending That TilrayShareholders Vote "FOR" All Proposals at Tilray's Upcoming Special Meeting in support of long-te

ign up with your email address to receive news and updat

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TILRAY awrd-Looking Statements

Forward-Louding StatementsCertain statements in this communicationand the Canadian securities laws and withthe fact of the Safe Canadian securities laws and with"should," "could," "enable," "potentiaprojections, outlo rd-looking information or forward-looking statements (together, "forward-looking :Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, asicable laws. Forward-looking statements can be identifi . ........ appticante lates. Fortte," "estimate," "plan," "expthese identifying words. Forher things, the need for an i e statement appears and the statement of the statement of the statement of the statement of the statement of the statement of the statement of the statement of the statement of the statement of the statement of the statem ections, outlook, analytes or various expression there areconcordinates and the potential inegration there is the position of ainterval in detawing the conclusions contained indicatement to be materially different from ve 10005 and otear meters, see the most recently filed annual information formby made with applicable securities regulatory suthorities and available on SESe of this communication and the Company does not undertake any -K (and other periodic reports )ents included in this communicments to reflect new informati d EDGAR. The forward-lookindich: undate such forward-look

A TILRAY

Commercial Property of Association

Tilray's Investment in MedMen Creates Tremendous Opportunities Vote FOR Proposal 1

Tilray is focused on building the world's leading cannabisfocused consumer product goods company with a goal of $4 billion of revenue by the end of our fiscal 2024.

Our strategic investment in MedMen convertible notes Our strategic investment in metament convertible notesprovides us with a potential accelerated path into the $80billion U.S. cannabis market upon federal legalization. The passage of Proposal 1 will enable us to optimize theexecution of this transaction to maximize our potential to create value for our shareholders.

VOTE FOR PROPOSAL 1 »

A vote FOR Proposal 1:

$\label{thm:main}$ Allows Tilray to optimize the execution of theMedMen transaction, which will accelerate neument transaction, which will accelerateour ability to capitalize on the opportunity ofthe $80 billion U.S. cannabis market uponfederal legalization.

$\label{eq:divergence} \begin{split} \text{Gives Tilray the flexibility to pursue}\ \text{acquistions to accelerate our growth} \end{split}$

Allows Tilray to raise addition enhance research, cultivation and distribution canabilities

How To Vote "FOR" Proposal 1

$\label{thm:1} \textsc{Your vote} \text{ is critical no matter how many or how few share }\ \textsc{Please vote today}. \textsc{Voting is quick and easy.}$ w few shares you own.

Already voted? Only your latest-dated vote counts. Cast your yote today "FOR" Proposal 1.

vocang anseruccion rorm2. If your control number is 16 digits:log on to www.proxyvote.com, OR if your control number is 12 digits:log on to www.proxypush.comSimply enter your control number to

  • voting instruction ivema. If your control number is 16 digits,dial $1:800-454:8683$ toll-free, ORif your control number is 12 digits,dial toll-free $1:866:936:3109$
  • $\label{eq:3}$ 3. Simply enter your control numberon your phone keypad to vote.

If you have any questions, or need any assistance in voting your shares, please contactional in LC at $(833)$ 497-7395 toll-free in the U.S. and Canada, or by email at :t Morn [email protected].

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A TILRAY

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Vote to Help Tilray Grow

Vote FOR Proposal 1

The passage of Proposal 1 will enable Tilray to optimize theexecution of our acquisition of MedMen convertible notes and potentially accelerate our path into the U.S. cannabis market upon federal legalization.

Our industry is dynamic and expanding rapidly and passage of Proposal 1 will provide important flexibility to pursue attractive acquisitions to maximize shareholder value.

VOTE FOR PROPOSAL 1 *

Proposal 1 wouldenable Tilray to seize attractive growth opportunities, including:

Optimizing the execution of the MedMentransaction, which will accelerate our abilityto capitalize on the opportunity of the $80billion U.S. cannabis market upon federal legalization

$\label{thm:main}$ Making smaller acquisitions to accelerate expansion into innovative new products a attractive markets

Pursuing larger acquisitions, which werequire separate shareholder approval

Raising additional capital to er research, cultivation and distribution .anahilities

How To Vote "FOR" Proposal 1

Your vote is critical no matter how many or how few shares you own. Please vote today. Voting is quick and easy.

Already voted? Only your latest-dated vote counts. Cast your vote today "FOR" Proposal 1.

the control number on y

  • Voting Instruction Form 2. If your control number is 16 digits: log on to www.proxyrote.com, OR If your control number is 12 digits: log on to www.proxyrote.com, OR 3. Simply enter your control number to 3. Simply ruction Form

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If you have any questions, or need any assistance in voting your shares, please contact Sodali LLC at $(833)$ 497-7395 toll-free in the U.S. and Canada, or by email at t Morro [email protected].

KEY GLASS LEWIS

Leading Independent Proxy Advisory Firm GlassLewis Joins ISS in Recommending That TilrayShareholders Vote "FOR" All Proposals at Tilray's Upcoming Special Meeting

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Attention Shareholders

We've made voting FOR Proposal 1 easy for all shareholders

Vote FOR Proposal 1

Make your voice heard by voting FOR Proposal 1 to enable Tilray to maximize our potential to create substantial value for our shareholders.

You can vote FOR Proposal 1 online or by phone. Online, all you need to do is find the Control Number on your proxy card or voting instruction form, $\log$ in to the designated voting site and follow the instructions provided. If you prefer to vote by phone, you just need to find the Control Number on your proxy card or voting instruction form, dial the designated telephone number and follow the instructions provided.

VOTE FOR PROPOSAL 1

How To Vote "FOR" Proposal 1

Your vote is critical no matter how many or how few shares you own. Please vote today. Voting is quick and easy.

Already voted? Only your latest-dated vote counts. Cast your vote today "FOR" Proposal 1.

Vote By Internet

.on yo Voting Instruction Form

    1. If your control number is 16 digitslog on to www.proxyvote.com, OR
    • your control number is 12 digitsg on to www.proxypush.com
  • nter vour control nun

Vote by Phone

  • $\hfill \textbf{1. Locate the control number} \label{eq:1.1}$ $\hfill \textbf{Voring Instruction Form}$
  • voing misturement rom2. If your control number is 16 digits,dial 1-800-454-8683 toll-free, ORif your control number is 12 digits,dial toll-free 1-866-586-3109
    1. Simply enter your control nuon your phone keypad to vote

uction form and return it inpaid envelope provided

ave any questions, or need any assistance in voting your shares, please contact Sodali LLC at $(833)$ 497-7395 toll-free in the U.S. and Canada, or by email at If you have any question et Morre [email protected].

ATILRAY 3 followers Promoted

$TLRY shareholders - have you cast your vote FOR Proposal 1? We need your vote to take advantage of the growth opportunities in our market. Your vote is critical no matter how many or how few shares you own.

Help Tilray TILRAY

Be The Difference Maker - #VoteForProposal1

Learn more

3 followers Promoted

Long term

Our goal is to create long lasting value for all $TLRY shareholders. Supporting Proposal 1 will help us capitalize on substantial growth opportunities, pursue additional attractive acquisitions and enhance research, cultivation and distribution capabilities.

leads to shareholder value A TILRAY

Growth Opportunities for Lasting Value

Learn more

TILRAY 3 followers Promoted

Proposal 1 WILL NOT lead to automatic dilution. Similar efforts in the past have added flexibility to our acquisition strategy and helped us raise capital to enhance our operations.

FLEXIBILITY for our operations, NOTDILUTION of our shareholders A TILRAY

Flexibility Not Dilution - #VoteForProposal1

Learn more

A TILRAY

3 followers Promoted

The $TLRY purchase of MedMen convertible notes positions us to become a leading player in the US marketplace. Every vote counts!

#BeTheDifferenceMaker

Maximize value for SHAREHOLDERS through the MEDMEN transaction A TILRAY

Every Vote Counts! #VoteForProposal1

Learn more

A TILRAY 3 followers Promoted

A vote FOR on Proposal 1 will allow $TLRY to invest in MedMen and expand its strategic footprint among the retail market in the U.S. A tremendous growth opportunity for $TLRY!

EXPANDING our footprint in the LARGEUS MARKE is our goal A TILRAY

We Need Your Vote - #VoteForProposal1

Learn more

A TILRAY

3 followers Promoted

$TLRY is focused on building the world's leading industry-focused consumerbranded company with a goal of $4 billion in revenue by the end of our fiscal 2024. Vote FOR Proposal 1!

Vote FOR to ACCELERATE our growth plans TILRAY

Be The Difference Maker - #VoteForProposal1

Learn more

3 followers Promoted

Thank you to all of our shareholders who have already voted FOR Proposal 1. If you haven't voted, make your voice heard by voting FOR Proposal 1 to enable Tilray to maximize our potential to create substantial value for our shareholders. Vote by phone or online.

We've made voting easy TILRAY

Voting is Easy #VoteForProposal1

ATILRAY

3 followers Promoted

Our strategic investment in MedMen convertible notes provides us with a potential accelerated path into the $80B U.S. cannabis market upon federal legalization. A vote FOR Proposal 1 allows Tilray to raise capital to enhance research, cultivation and distribution capabilities.

Tilray's Investment in MEDMEN Creates TREMENDOUS OPPORTUNITIES A TILRAY

Legalization is Coming in the US

Learn more

$\bigcap$

tilrayir #TLRY shareholders - have you cast your vote FOR Proposal 1? We need your vote to take advantage of the growth opportunities in our market. Your vote is critical no matter how many or how few shares you own. See link in bio for more information.

Long term CROWTH leads to STING shareholder value

A TILRAY

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tilrayir Our goal is to create long lasting value for all $TLRY shareholders. Supporting Proposal 1 will help us capitalize on substantial growth opportunities, pursue additional attractive acquisitions and enhance research, cultivation and distribution capabilities. See link in bio for more information.

FLEXIBILITY for our operations, DILUTION of our shareholders

A TILRAY

tilrayir Proposal 1 WILL NOT lead to automatic dilution. Similar efforts in the past have added flexibility to our acquisition strategy and helped us raise capital to enhance our operations. See link in bio for more information.

Maximize value for SHAREHOLDERS through the MEDMEN transaction

$\bigcap$

tilrayir The $TLRY purchase of MedMen convertible notes positions us to become a leading player in the US marketplace. Every vote counts! #BeTheDifferenceMaker See link in bio for more information.

EXPANDING our footprint in the _ARGE US MARKET is our goal

A TILRAY

tilrayir A vote FOR on Proposal 1 will allow $TLRY to invest in MedMen and expand its strategic footprint among the retail market in the U.S. A tremendous growth opportunity for $TLRY! See link in bio for more information.

Vote FOR to ACCELERATE our growth plans

TILRAY

$\bigcirc$

tilrayir #TLRY is focused on building the world's leading industry-focused consumer-branded company with a goal of $4 billion in revenue by the end of our fiscal 2024. Vote FOR Proposal 1! See link in bio for more information.

We've made voting EOR easy

O Q

tilrayir Thank you to all of our shareholders who have already voted FOR Proposal 1. If you haven't voted, make your voice heard by voting FOR Proposal 1 to enable Tilray to maximize our potential to create substantial value for our shareholders. Vote by phone or online. See link in bio for more information.

A TILRAY

Tilray's Investment in MEDMEN Creates TREMENDOUS OPPORTUNITIES

A TILRAY

$\bigcap$

tilrayir Our strategic investment in MedMen convertible notes provides us with a potential accelerated path into the $80B U.S. cannabis market upon federal legalization. A vote FOR Proposal 1 allows Tilray to raise capital to enhance research, cultivation and distribution capabilities. See link in bio for more information.

ATTENTION SHAREHOLDERS:

VOTE "FOR"

INCREASED AUTHORIZED SHARES

ATTENTION SHAREHOLDERS: VOTE "FOR" INCREASED AUTHORIZED SHARES

ATTENTION SHAREHOLDERS: TAKE ACTION. VOTE FOR TODAY. #HELPTILRAYGROW

ATTENTION SHAREHOLDERS: TAKE ACTION. VOTE FOR TODAY. #HELPTILRAYGROW