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

Mar 16, 2021

NOTICE OF SPECIAL MEETING OF TILRAY STOCKHOLDERS

to be held April 16, 2021

NOTICE IS HEREBY GIVEN that a special meeting (the ‘‘ Tilray Meeting ’’) of the holders (‘‘ Tilray Stockholders ’’) of shares of class 2 common stock of Tilray, Inc., a Delaware corporation (‘‘ Tilray ’’), will be held online on April 16, 2021 at 11:00 a.m. (Eastern time) via live webcast at www.virtualshareholdermeeting.com/TLRY2021SM. There will be no physical location for Tilray Stockholders to attend. Online check-in will begin at 10:45 a.m. (Eastern time), and we encourage you to allow ample time for the online check-in procedures. To participate in the Tilray Meeting, Tilray Stockholders will need their unique 16-digit control number included on their Tilray proxy card (printed in the box and marked by the arrow) or the instructions that accompanied the proxy materials.

The Tilray Meeting is being called for the following purposes:

1. To consider and vote on a proposal to increase the authorized capital stock of Tilray from 743,333,333 shares to 900,000,000 shares of capital stock, consisting of 890,000,000 shares of Class 2 common stock and 10,000,000 shares of preferred stock, as reflected in the amendment to the second amended and restated certificate of incorporation of Tilray attached as Appendix ‘‘F’’ to the Circular (the ‘‘ Tilray Charter Amendment ’’), which is further described in the accompanying joint circular and proxy statement (the ‘‘ Circular ’’) and a copy of the Tilray Charter Amendment is attached as Appendix ‘‘F’’ (the ‘‘ Tilray Charter Amendment Proposal ’’).

2. To consider and vote on a proposal to issue Tilray Class 2 common stock (the ‘‘ Tilray Shares ’’) to Aphria Shareholders pursuant to the arrangement agreement dated December 15, 2020, as amended on February 19, 2021 between Aphria Inc. and Tilray (the ‘‘ Arrangement Agreement ’’), which is further described in the Circular, including in the section entitled ‘‘The Arrangement Agreement and Related Agreements’’ beginning on page 115 of the Circular, and a copy of the Arrangement Agreement is attached as Appendix ‘‘A’’ (the ‘‘ Tilray Share Issuance Proposal ’’);

3. To consider and approve, on an advisory (non-binding) basis, the compensation that may be paid to Tilray’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Arrangement Agreement, which is further described in the Circular, including in the section entitled ‘‘Interests of Tilray’s Directors and Management in the Arrangement’’ beginning on page 96 of the Circular (the ‘‘ Tilray Advisory Compensation Proposal ’’); and

4. To approve the adjournment of the Tilray Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Tilray Meeting to approve the Tilray Charter Amendment Proposal or the Tilray Share Issuance Proposal (the ‘‘ Tilray Adjournment Proposal ’’).

The Tilray Charter Amendment Proposal, the Tilray Share Issuance Proposal, the Tilray Advisory Compensation Proposal and the Tilray Adjournment Proposals are together referred to as the ‘‘ Tilray Proposals ’’.

Specific details of the matters proposed to be put before the Tilray Meeting are set forth in this Circular, which accompanies this Notice of Special Meeting of Tilray Stockholders (‘‘ Notice of Tilray Meeting ’’). A copy of the Arrangement Agreement is attached as Appendix ‘‘A’’ to the Circular and is available for inspection by Tilray Stockholders on the U.S. Securities and Exchange Commission website at www.sec.gov under Tilray’s SEC profile.

The record date for determining the Tilray Stockholders entitled to receive notice of and vote at the Tilray Meeting is the close of business on March 12, 2021 (the ‘‘ Tilray Record Date ’’). Only Tilray Stockholders of record at the close of business on the Tilray Record Date are entitled to vote at the Tilray Meeting or any adjournment thereof.

Whether or not you are able to virtually attend the Tilray Meeting, you are encouraged to provide voting instructions in accordance with the instructions on the enclosed form of proxy or voting instruction form provided to you by your broker, investment dealer or other intermediary as soon as possible by (1) visiting the internet site listed on the enclosed Tilray proxy card, (2) calling the toll-free number listed on the enclosed Tilray proxy card, or (3) submitting your enclosed Tilray proxy card by mail by using the provided self-addressed, stamped envelope. To be counted at

the Tilray Meeting, a Tilray Stockholder’s voting instructions must be received by 11:59 p.m. (Eastern time) on April 15, 2021. Please note, if you received a voting instruction form and you hold your shares through a broker, investment dealer or other intermediary, you must provide your instructions to your broker, investment dealer or other intermediary as specified in the voting instruction form and by the deadline set out therein (which may be an earlier time than set out above).

The Tilray Board unanimously recommends that Tilray Stockholders vote FOR the Tilray Proposals.

Please note that the approval of Tilray Stockholders to each of the Tilray Charter Amendment Proposal and the Tilray Share Issuance Proposal is required in order to complete the Arrangement.

Tilray Stockholders should carefully read this Circular, including any documents incorporated by reference, and the appendices in their entirety for more detailed information concerning the Arrangement and the other transactions contemplated by the Arrangement Agreement.

Tilray Stockholders who are planning to provide voting instructions in accordance with the enclosed form of proxy or voting instruction form are encouraged to review the Circular carefully before submitting such form.

If you are a Tilray Stockholder and have any questions, please contact MacKenzie Partners, our proxy solicitation agent, by telephone at 1-800-322-2885 toll-free in North America or at 1-212-929-5500 for collect calls outside of North America or by email at proxy@mackenziepartners.com.

DATED March 12, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) ‘‘Brendan Kennedy’’

Brendan Kennedy Chief Executive Officer