Mr. Tim Conder reports

TILT HOLDINGS CLOSES ON FUNDING OF UP TO US$4.0 MILLION

Tilt Holdings Inc. has closed an offering of up to $4.5-million (U.S.) in aggregate principal amount of senior secured promissory notes (the bridge notes), with an original issue discount of approximately $500,000 (U.S.), allowing access to financing of up to $4.0-million (U.S.) from its existing secured note holders to assist with a transition in payment terms of a trade payable with a primary supplier.

"In order to meet short-term obligations associated with a trade payable from a large supplier, we were fortunate to secure an instrument providing the company with immediate access to $4.0-million (U.S.). While these circumstances created a near-term challenge, it reaffirmed our alignment with our debt holders and their faith in Tilt and its current management team. We are grateful for their continued support," stated interim chief executive officer Tim Conder.

Mr. Conder continued: "While the need for this funding was unforeseen when we closed our recent debt refinancing in February, it is a testament to our ability to navigate challenges adeptly and without hesitation. We will work to extinguish this new debt as quickly as possible and to create a capital structure that reduces the leverage on our company and creates a foundation for growth."

The bridge notes bear a floating interest rate at the higher of 16 per cent or prime plus 8.5 per cent and mature in December, 2023. Simultaneous with the issuance of the bridge notes, the company entered into a consent, confirmation, limited waiver and forbearance agreement with the noteholders of the February, 2023, debt refinancing that allows Tilt to suspend interest payments on the approximately $38-million (U.S.) in aggregate principal amount of amended and restated secured notes and approximately $8.2-million (U.S.) in aggregate principal amount of secured notes issued in February, 2023, for the shorter of the term of the bridge notes or through December, 2023. The missed interest payments, penalties and principal of the February notes will accrue at the default interest rate as set in the February notes of the higher of 24 per cent or prime plus 16.5 per cent until the February notes are paid current.

About Tilt Holdings Inc.

Tilt helps cannabis businesses build brands. Through a portfolio of companies providing technology, hardware, cultivation and production, Tilt services brands and cannabis retailers in regulated markets across 39 states in the United States, as well as Canada, Israel, South America and the European Union. Tilt's core businesses include: Jupiter Research LLC, a wholly owned subsidiary and leader in the vaporization segment focused on hardware design, research, development and manufacturing; Commonwealth Alternative Care Inc. in Massachusetts; Standard Farms LLC in Pennsylvania; Standard Farms Ohio LLC in Ohio; and its partnership with the Shinnecock Indian nation in New York. Tilt is headquartered in Phoenix, Ariz.

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