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

Aug 26, 2021

Dear stockholder,

I’m writing to express my excitement about last week’s Tilray / MedMen announcement and to take a moment to share what this means for your investment in Tilray.

First and foremost, this deal helps secure our path to become a leading cannabis CPG company in the potential $80 Billion U.S. cannabis market upon federal legalization. In addition, Tilray’s strategic investment in MedMen provides compelling growth opportunities upon U.S. federal legalization, including:

The ability to seize growth opportunities in key U.S. markets MedMen has operations and flagship cannabis retail stores in 6 key states: CA, FL, IL, MA, AZ and NV and currently holds 21 retail licenses across the U.S.

Licensing and partnership opportunities in Canada and Europe

Tilray’s global leadership position complements MedMen’s strong U.S. presence and offers avenues for potential future expansion together in Europe and Canada

Iconic brand among the few to achieve international recognition by consumers MedMen arguably has the best-known and internationally recognized retail and consumer cannabis brand

I firmly believe that the MedMen announcement will lead to transformational growth for both companies — around the world. Tilray’s highly sought-after cannabis CPG brands coupled with MedMen’s strong retail presence and potential for further expansion in the U.S. will be an enabler to delivering $4 Billion in revenue by fiscal 2024.

We have long viewed optionality and investments in a multistate operator (MSO) as critical to the Tilray value proposition in the United States. MedMen is one of the most recognizable and iconic brands in the retail cannabis space with 21 licenses in key cannabis markets across the U.S., a highly compelling retail experience and a large and loyal consumer base.

We need your support and VOTE FOR PROPOSAL 1 so that we have shares available to optimize the execution of this transaction.

The vast majority of stockholders who have voted have voted in support of Proposal 1. But, we need more stockholder votes because we are required to get at least a majority of all shares voted in favor. We are close, but not quite there. In order for the Proposal to pass, we need less than 7 million additional “FOR” votes.

Most Tilray shareholders are individuals like you, and so we need every shareholder to vote, no matter how many or how few shares they own. If you have not already done so, please vote today FOR Proposal 1.

Not voting has the same effect as voting against this critical Proposal, so it is vitally important that you make your voice heard. If you have already voted, but voted against the proposal, I urge you to consider the potential benefits of the MedMen announcement to Tilray and to change your vote to FOR.

Thank you for your support and your investment in Tilray.

Sincerely,

Irwin D. Simon, Chairman and Chief Executive Officer

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VOTE NOW AND HELP TILRAY GROW

VOTE “FOR” PROPOSAL 1

If you have any questions, or need any assistance in voting your shares, please contact Morrow Sodali LLC at (833) 497-7395 toll-free in the U.S. and Canada, or (203) 658-9400 or by email at TLRY@info.morrowsodali.com.

EVERY VOTE COUNTS!

Cautionary Statement Concerning Tilray Forward-Looking Statements Certain statements contained in this letter constitute "forward-looking statements" within the meaning of federal securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements are predictions based on expectations and projections about future events and are not statements of historical fact. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, levels of activity, performance or achievements of Tilray, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and may not be able to be realized. Forward-looking statements include statements regarding intentions, beliefs, projections, outlook, analyses, or current expectations for the Tilray; the legalization of cannabis under U.S. federal laws and Tilray’s ability to become the world's leading cannabis-focused consumer branded company with $4 billion of revenue by 2024; and Tilray’s receipt of stockholder approval to increase its authorized capital stock. Certain material factors, estimates, goals, projections, or assumptions were used in drawing the conclusions contained in the forward-looking statements throughout this communication. 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 Tilray, as applicable, or that Tilray, as applicable, 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 Annual Report on Form 10-K of Tilray for the fiscal year ended May 31, 2021.