An anonymous director reports

TILRAY BRANDS ANNOUNCES AT-THE-MARKET PROGRAM TO FUND STRATEGIC AND ACCRETIVE ACQUISITIONS AND ACCELERATE EXPANSION PLAN UPON U.S. CANNABIS RESCHEDULING WHEN EFFECTIVE

Tilray Brands Inc. has filed a prospectus supplement with the U.S. Securities and Exchange Commission (SEC), under which it may offer and sell shares of its common stock having an aggregate offering value of up to $250-million from time to time through an at-the-market equity program.

The company has entered into an equity distribution agreement with TD Securities (USA) LLC and Jefferies LLC. Pursuant to the equity distribution agreement, TD Securities and Jefferies may sell the company's common stock in transactions that are deemed an at-the-market offering defined in Rule 415 under the U.S. Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Global Select Market. The timing and amount of any such sales will be determined by a variety of factors considered by the company. Sales may be made at market prices prevailing at the time of a sale or at prices related to prevailing market prices. As a result, sales prices may vary.

The company currently intends to use the net proceeds from the ATM program, if any, to finance strategic and accretive acquisitions or investments in businesses, including potential acquisitions of assets in the United States and internationally in order to capitalize on expected regulatory advancements or expansion opportunities. The company does not currently intend to use the net proceeds from the ATM program for general working capital purposes.

A registration statement on Form S-3 (file No. 333-267788) was filed with the SEC on Oct. 7, 2022, and became effective automatically upon filing. A prospectus supplement and accompanying prospectus relating to the ATM program was filed with the SEC on May 17, 2024. Prospective investors should read the prospectus supplement and accompanying prospectus, together with the documents incorporated by reference therein. Prospective investors may obtain these documents for free by visiting EDGAR on the SEC's website. Alternatively, a copy of the prospectus supplement and accompanying prospectus relating to the offering may be obtained from TD Securities (USA), 1 Vanderbilt Ave., New York, N.Y., 10017, by telephone at 855-495-9846 or by e-mail at TD.ECM_Prospectus@tdsecurities.com or Jefferies, attention: equity syndicate prospectus department, 520 Madison Ave., New York, N.Y., 10022, by telephone at 877-821-7388 or by e-mail at Prospectus_Department@jefferies.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 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 and providing access to products that meet the needs of their mind, body and soul while invoking well-being. Patients and consumers trust Tilray Brands to deliver a cultivated experience and health and well-being through high-quality, differentiated brands and innovative products. 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.

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