Mr. Irwin Simon reports

TILRAY BRANDS ANNOUNCES PROPOSED REVERSE STOCK SPLIT AND CORRESPONDING SPECIAL MEETING OF STOCKHOLDERS

Tilray Brands Inc. has scheduled a special meeting of stockholders for June 10, 2025. The special meeting will be held by live audio webcast, which can be accessed on the investor page on the Tilray website.

At the special meeting, stockholders will be asked to vote for an amendment of the company's fifth amended and restated certificate of incorporation, in order to implement a reverse stock split of the company's common stock at a ratio ranging from 1:10 to 1:20. The exact ratio within this range will be determined by the board of directors, without reducing the authorized number of shares of Tilray's common stock.

Irwin D. Simon, chairman and chief executive officer of Tilray Brands, said: "The reverse stock split will better align Tilray's number of shares outstanding with companies of our size and scope. A higher price per share would ensure compliance with Nasdaq's continued listing requirements and places Tilray in a position to continue executing on our strategic plans. Looking ahead, we expect this decision to aid in the company's efforts to stabilize trading levels, attract and retain institutional shareholders, and decrease our cost structure by over $1-million on an annual run-rate basis. The fundamentals of our company remain intact, and we are confident that we have the right strategy and team to deliver long-term value for our shareholder base."

The company also expects to achieve cost savings from the reverse stock split, which would reduce the company's expenditures associated with Tilray's annual meeting of stockholders.

Tilray's financial structure

During the fiscal year 2025 to date, Tilray reduced its total debt outstanding by approximately $76-million. Consequently, net debt to trailing 12-month adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) is less than 1.0 times. As of its most recent quarter ended Feb. 28, 2025, Tilray's balance sheet had a cash and marketable securities balance of over $248-million, which provides the company with financial strength and flexibility to pursue strategic opportunities and accretive acquisitions.

More information

Stockholders will find important information and detailed instructions about how to participate in the special meeting in the company's definitive proxy statement, which is available on the Tilray website.

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. Tilray's mission is to be a leading premium lifestyle company with a house of brands and innovative products that inspire joy and create memorable experiences. Tilray's unprecedented platform supports over 40 brands in over 20 countries, including comprehensive cannabis offerings, hemp-based foods and craft beverages.

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