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

Mar 16, 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 Thursday, April 15, 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/TLRY2021SM

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 Thursday, April 15, 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 Thursday, April 15, 2021.

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

D30549-TBD

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY

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----- Start of picture text ----- TILRAY, INC.The Board of Directors recommends you vote FOR the following proposals: For Against Abstain1. Approval of the Tilray Charter Amendment Proposal. To approve an amendment to the Tilray Second Amended and Restated Certificate of Incorporation 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 10,000,000shares of preferred stock.2. Approval of the Tilray Share Issuance Proposal. To approve the issuance of Tilray Class 2 common stock to Aphria shareholders pursuant to the arrangement agreement ! ! !dated December 15, 2020, as amended on February 19, 2021, between Aphria Inc. and Tilray, Inc. (the “Arrangement Agreement”).3. Approval of the Tilray Advisory Compensation Proposal. To 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.4. Approval of the Tilray Adjournment Proposal. To approve the adjournment of the Tilray special 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 special meeting to approve the Tilray Charter Amendment Proposal and the Tilray ShareIssuance Proposal.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.

D30550-TBD

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TILRAY, INC. SPECIAL MEETING OF STOCKHOLDERS FRIDAY, APRIL 16, 2021 AT 11:00 A.M. EASTERN TIME

The stockholder(s) hereby appoint(s) Brendan Kennedy and Michael Kruteck, 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 Friday, April 16, 2021, at the following link, www.virtualshareholdermeeting.com/TLRY2021SM, 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.

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