Mr. Irwin D. Simon reports

TILRAY BRANDS, INC. REPORTS RECORD FISCAL YEAR 2022 RESULTS

Tilray Brands Inc. has released its financial results for the fourth quarter and full fiscal year ended May 31, 2022. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated, and presented in accordance with accounting principles generally accepted (GAAP) in the United States.

Irwin D. Simon, Tilray Brands' chairman and chief executive officer, stated: "Over the past year, we have accelerated the optimization of our operations and sharpened execution against our most profitable core business opportunities in medical, adult-use, wellness and beverage-alcohol across Canada, Europe and the U.S. At the same time, we accelerated our growth potential through tactical execution and strategic initiatives that enable accelerated revenue growth through improved cultivation, brand building, and distribution. These actions should also contribute to bottom-line performance improvement through production efficiencies and cost reductions. The outcome of this work is that we have driven top-line growth across our markets, significantly improved our operating performance and strengthened our balance sheet."

He continued, "We are confident that our pro-active steps to plan for the evolution of the cannabis business in each of our markets has positioned Tilray Brands to be at the forefront of the industry on a global basis while delivering profitability and driving shareholder value."

Financial highlights -- 2022 fiscal fourth quarter:

• Net revenue grew 8 per cent to $153.3-million during the fourth quarter from $142.2-million in the prior year quarter. On a constant-currency basis, net revenue increased 14.5 per cent;
• Net loss of $457.8-million during the fourth quarter compared with net income of $33.6-million in the prior year quarter. The net loss in the fiscal 2022 fourth quarter includes a non-cash impairment of $395-million, primarily impacting inventory, goodwill and other intangible assets. The impact was related to changes in market opportunities causing a shift in our strategic priorities and market conditions, inclusive of higher rates of borrowing and lower foreign exchange rates;
• Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) of $11.5-million, marking the company's 13th consecutive quarter of positive adjusted EBITDA.

Financial highlights -- 2022 fiscal year:

• Net revenue increased 22 per cent to $628.4-million during fiscal 2022, from $513.1-million in the prior fiscal year. The increase was driven by 17.9-per-cent growth in cannabis net revenue to $237.5-million, a 150-per-cent increase in beverage alcohol net revenue of $71.5-million and a 928.8-per-cent increase in wellness net revenue to $59.6-million. On a constant-currency basis, net revenue increased by 29 per cent;
• Net loss of $434-million in fiscal 2022 includes the non-cash impairment of $395-million in the fourth quarter (discussed above);
• Adjusted EBITDA increased 17.8 per cent to $48-million in fiscal year 2022, from $40.8-million in the prior fiscal year;
• Ended the year with a strong balance sheet and liquidity, including cash and cash equivalents of $415.9-million.

Cost-saving synergies and strengthened balance sheet

Since the closing of the Tilray-Aphria transaction, the company has delivered $85-million in cost synergies, exceeding its original target of delivering $80-million of cost savings by the end of fiscal year 2023. These synergies are due to consolidation in key areas of cultivation and production, cannabis and product purchasing, sales and marketing, and corporate expenses. The company has subsequently identified an additional $20-million of savings; it now expects to deliver a total of $100-million in cost synergies from the transaction by the end of fiscal year 2023.

Further, with the benefit of an additional $80-million of shared cost savings, synergies and financial benefits over the next two years associated with the Hexo transaction, management expects that Tilray Brands will be free cash flow positive in its business units in fiscal year 2023.

Upside potential of Hexo transaction

Tilray Brands' acquisition of Hexo Corp.'s senior secured convertible note, on highly favourable terms, closed on July 12, 2022, bringing immediate accretion to the company and facilitating collaboration and the sharing of best practices that will help Tilray Brands to drive continuing international expansion and take advantage of the opportunities expected to come with federal legalization in the U.S. In addition, due to significant operating efficiencies, the companies expect to deliver a total of $80-million of shared cost savings over the next two years.

Highlights of strategic growth actions in fiscal 2022

United States:

• August, 2021 -- Tilray acquires majority position in amended Medmen convertible notes;
• November, 2021 -- Tilray's Sweetwater brand enters spirits category through new ready-to-drink cocktail now available in the United States;
• December, 2021 -- Tilray strengthens strategic position in the U.S. with acquisition of Breckenridge distillery;
• December, 2021 -- Sweetwater brewing announced the acquisition of Alpine Beer Company and Green Flash Brewing Company;
• January, 2022 -- Manitoba Harvest launches 2022 wellness boost campaign;
• February, 2022 -- Sweetwater brewing company expands distribution across California;
• February, 2022 -- Sweetwater brewing company continues rapid expansion with distribution rollout across Washington and Oregon;
• April, 2022 -- Sweetwater brewing company celebrated 25th anniversary and hosted 420 music festival in Atlanta, Ga., with 75,000 festival goers;
• April, 2022 -- Manitoba Harvest enters exclusive partnership with Whole Foods Market;
• April, 2022 -- Breckenridge Distillery takes home two double-gold and one gold medal at the 2022 San Francisco World Spirits Competition;
• April, 2022 -- Breckenridge Distillery launches new collectors art series with Denver artist Alexandrea Pangburn.

Canada:

• June, 2021 -- Tilray launches new medical cannabis brand, Symbios;
• June, 2021 -- Tilray launches Canadian craft cannabis brand, Broken Coast, in the U.S. with Broken Coast Lager;
• August, 2021 -- Tilray Medical launches new medical cannabis edibles in Canada;
• October, 2021 -- Tilray strengthens leadership position in Canada with new addition of Blair MacNeil, president of Canada;
• October, 2021 -- Tilray expands distribution across Canada with Great North Distributors;
• December, 2021 -- launch of Tilray's fast-acting oral strips highlights commitment to medical cannabis innovation and patient care;
• March, 2022 -- Good Supply brand expands its award-winning cannabis portfolio with Hash Bats, a new, hard-hitting infused preroll;
• March, 2022 -- Solei brand launches new wellness product for nighttime use;
• April, 2022 -- Solei brand launches the first cannabis edible available in Quebec;
• April, 2022 -- Tilray Brands hosts sold-out Holy Smokes 420 Budtender event in Toronto;
• May, 2022 -- Good Supply brand expands high-potency cannabis portfolio with launch of liquid wax vapes and new exclusive strains.

Europe and international:

• July, 2021 -- Tilray's Aphria RX GmbH completes first harvest and delivery of medical cannabis grown in Germany;
• October, 2021 -- Tilray launches medical cannabis in Luxembourg;
• November, 2021 -- Tilray expands medical cannabis footprint in Malta;
• January, 2022 -- Tilray expands medical cannabis product offering in Australia;
• February, 2022 -- Tilray Brands consolidates its global medical offering into Tilray Medical, a comprehensive portfolio of brands and products;
• February, 2022 -- Tilray Launches medical cannabis products in Malta;
• March, 2022 -- Tilray Medical expands offering in Malta and launches first medical cannabis oil products in market;
• May, 2022 -- Announced the launch of CBD (cannabidiol)lifestyle brand Pollen on Amazon U.K.

Webcast

Tilray Brands will host a webcast to discuss these results today at 8:30 a.m. ET. Investors may join the live webcast available on the investors section of the company's website. The webcast will also be archived after the call concludes.

About Tilray Brands Inc.

Tilray Brands is a leading global cannabis-lifestyle and consumer packaged goods company with operations in Canada, the United States, Europe, Australia and Latin America that is changing people's lives for the better -- one person at a time. Tilray Brands delivers on this mission by inspiring and empowering the worldwide community to live their very best life, enhanced by moments of connection and well-being. Patients and consumers trust Tilray Brands to be the most responsible, trusted and market leading cannabis consumer products company in the world with a portfolio of innovative, high-quality and beloved brands that address the needs of the consumers, customers and patients the company serves. A pioneer in cannabis research, cultivation and distribution, Tilray Brands' unprecedented production platform supports over 20 brands in over 20 countries, including comprehensive cannabis offerings, hemp-based foods and craft beverages.

We seek Safe Harbor.