Mr. Irwin Simon reports

TILRAY BRANDS ACCELERATES NEXT PHASE OF GLOBAL GROWTH AND MARKET LEADERSHIP

Tilray Brands Inc. is making a series of strategic initiatives marking its next phase of global growth, expanding its leadership across health care, cannabis and beverage while strengthening its ability to expand internationally and capture emerging market opportunities.

Irwin D. Simon, chairman and chief executive officer, Tilray Brands, stated: "Tilray Brands is setting the pace for global innovation across health care, cannabis and craft beverages -- each a distinct growth engine within our platform. This is a defining moment as we enter our next phase of global growth."

Tilray expands U.K. medical platform with acquisition of Lyphe

Tilray acquired the Lyphe Group, a leading U.K.-based medical cannabis clinic and digital pharmacy platform, with Lyphe Dispensary having dispensed approximately 150,000 units to date and Lyphe Clinic having treated over 16,000 patients to date, anchoring and expanding Tilray Medical's footprint in one of Europe's largest and most dynamic health care markets. The addition of Lyphe strengthens Tilray's vertically integrated medical ecosystem by combining clinical services, patient access and pharmaceutical distribution. Through Lyphe's on-line clinic and pharmacy platform, Tilray will enhance access to medical cannabis while accelerating its existing capabilities in dispensing traditional prescription medicines, creating a seamless, digitally enabled patient experience.

Importantly with the addition of the Lyphe Group, Tilray Medical is establishing its first fully vertically integrated, patient-centric medical platform which combines pharmaceutical-grade medical cannabis cultivation and production with clinical care, dispensing services and pharmaceutical distribution. The integration of Lyphe's highly skilled patient care team further differentiates this model, enabling a more personalized, seamless and comprehensive approach to patient care and outcomes. Tilray will also leverage CC Pharma's established scale, sourcing capabilities and purchasing power to more efficiently supply medications through the Lyphe platform, supporting broader patient needs across the U.K. and further strengthening Tilray's European pharmaceutical distribution network.

Rajnish Ohri, president, International, Tilray Brands, stated: "I'm proud to welcome the Lyphe team to Tilray, bringing deep clinical expertise and a strong patient-first approach that immediately strengthens our capabilities. This acquisition marks an important step in the continued expansion of Tilray Medical as a global healthcare platform."

BrewDog and beverage platform: accelerating growth, scaling globally and investing for expansion

Six weeks following Tilray's acquisition of BrewDog, the company has moved with speed and discipline to stabilize and strengthen the platform, positioning the brand for its next phase of growth. Tilray has stabilized brewing volumes, maintained service levels across channels to ensure consistent stock availability and has begun onboarding new distribution and strategic partners to support expansion.

Mr. Simon added: "Our priorities are clear: strengthen BrewDog, accelerate innovation and scale our global beverage platform. We are already taking decisive steps to reinvest in the BrewDog brand, innovation pipeline and brewpub experience and we see a clear path to rebuilding BrewDog toward its prior valuation of over $1-billion. We are executing against a focused plan to expand BrewDog across the U.K., Australia and the United States, while further developing the brand in key growth markets, including the Middle East and India."

Tilray expects the BrewDog business to be cash flow positive in 2027 and is making targeted investments in the brand and the revitalization and modernization of its existing brewpub estate -- areas that have seen limited investment in recent years. This provides a strong foundation to enhance performance through targeted operational improvements and focused brand building. These efforts are centred on reimagining the brewpub experience to better connect with today's consumers while positioning the brand for long-term relevance. By elevating the in-venue experience with modern activations, strengthening brand engagement and aligning with evolving consumer preferences, as part of this, Tilray will invest in a "brewpub of the future" at one of its existing locations, allowing it to analyze, assess and recommend future changes in its brewpub network. Tilray is building a more compelling BrewDog platform for the future.

Tilray is also seeing strong and growing demand for its American craft portfolio in the U.K., creating near-term opportunities to expand distribution and build brand presence across the market. Building on this momentum, the company plans to launch Hi*Ball Energy in the U.K. in May, further broadening its beverage offering and capturing incremental consumer demand within the fast-growing functional beverage category.

Positioned for U.S. rescheduling and medical cannabis opportunity

In the United States, Tilray is closely monitoring the rescheduling of medical cannabis and are actively engaged with legislators and regulators as they evaluate and work toward this important evolution in drug policy. It is also evaluating our participation in the Center for Medicare and Medicaid Innovation pilot program.

Through the global Tilray Medical platform, Tilray Medical brings extensive experience in pharmaceutical-grade cultivation, manufacturing and distribution, supported by clinical research and regulatory expertise in more than 20 markets worldwide.

Tilray files ATM program to accelerate global beverage expansion

To support this next phase of growth, Tilray also announces the filing of an at-the-market (ATM) equity program of up to $180-million, to enhance financial flexibility and to invest behind its global beverage platform. The ATM program will be managed by Jefferies LLC, TD Securities (USA) LLC and Roth Capital Partners LLC.

Carl Merton, chief financial officer, Tilray Brands, stated: "We remain focused on disciplined capital allocation, prioritizing investments that support our long-term growth strategy while maintaining a strong balance sheet. This structure allows us to align capital deployment with evolving market conditions and our operational priorities."

Shares under the ATM program will be offered and sold only by means of a prospectus supplement and accompanying base prospectus forming part of a registration statement on Form S-3 (File No. 333-267788) filed with the U.S. Securities and Exchange Commission, copies of which may be obtained for free by visiting EDGAR on the SEC's website. Alternatively, a copy of the prospectus supplement and accompanying base prospectus relating to the ATM program may be obtained from Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Ave., New York, N.Y., USA, 10022, by telephone at 877-821-7388, or by e-mail at Prospectus_Department@jefferies.com; TD Securities (USA) LLC, 1 Vanderbilt Ave., New York, N.Y., USA, 10017, by telephone at 855-495-9846, or by e-mail at TD,ECM_Prospectus@tdsecurities.com; or Roth Capital Partners, LLC, 400, 888 San Clemente Dr., Newport Beach, Calif., USA, 92660, or by e-mail at rothecm@roth.com.

About Tilray Brands Inc.

Tilray Brands is a leading global lifestyle and consumer packaged goods company with operations in Canada, the United States, Europe, Australia and Latin America that is leading as a transformative force at the nexus of cannabis, beverage, wellness and entertainment elevating lives through moments of connection.

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