Tilray, Inc. (NASDAQ: TLRY), a global pioneer in cannabis research, cultivation, production, and distribution, today announced that the Tilray board of directors approved an amendment to the Company’s bylaws to reduce the quorum requirement for shareholder meetings from shareholders representing a majority of the voting power of the outstanding shares entitled to vote to one-third of the voting power of the outstanding shares entitled to vote.

In connection with the proposed business combination between Aphria Inc. and Tilray, Aphria and Tilray have each agreed to waive the mutual condition precedent to the consummation of the Transaction that Tilray amend its amended and restated certificate of incorporation (the “ Charter Amendment Proposal ”) in the event that the Charter Amendment Proposal is not approved by the Tilray stockholders at the Tilray special meeting scheduled for April 30 at 11:00 a.m. Eastern time (the “ Tilray Special Meeting ”).

All Tilray stockholders are encouraged to have their voices heard in regard to the Transaction, regardless of the number of shares held. Tilray stockholders who have not already voted, or wish to change their vote, are strongly encouraged to do so. Tilray stockholders who held shares as of the March 12, 2021 record date are eligible to vote those shares at the Tilray Special Meeting.

Tilray stockholders who have already voted do not need to recast their votes. Proxies previously submitted will be voted at the reconvened meeting unless properly revoked.

If Tilray stockholders have questions or need additional information regarding the Transaction, Tilray stockholders are encouraged to contact Tilray’s shareholder communications advisor and proxy solicitation agent, Mackenzie Partners, Inc. by toll-free at 1-800-322-2885 or by e-mail at proxy@mackenziepartners.com .

ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This communication is being made in respect of the proposed transaction involving Aphria and Tilray pursuant to the terms of an arrangement agreement by and among Aphria and Tilray and may be deemed to be soliciting material relating to the proposed transaction.

In connection with the Transaction, Tilray has filed a joint proxy statement/management information circular (the “Circular”) containing important information about the Transaction and related matters. The Circular has also been made available by Aphria and Tilray on their respective SEDAR profiles. Additionally, Aphria and Tilray will file other relevant materials in connection with the Transaction with the applicable securities regulatory authorities. Investors and security holders of Aphria and Tilray are urged to carefully read the entire Circular (including any amendments or supplements to such documents), respectively, before making any voting decision with respect to the Transaction because they contain important information about the Transaction and the parties to the Transaction. The Circular was mailed to the Aphria shareholders and Tilray stockholders and is accessible on the SEDAR and EDGAR profiles of the respective companies.

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