This Schedule 14A filing consists of the following email communication (the Communication) from
Tilray, Inc., a Delaware corporation (Tilray), to Tilray employees, relating to the proposed business combination of Tilray and Aphria Inc., a corporation existing under the laws of the Province of Ontario (Aphria), pursuant
to the terms of an Arrangement Agreement, dated December 15, 2020, as amended, by and among the Tilray and Aphria:
The Communication was first sent
on April 15, 2021.
Subject: Tilray / Aphria Special Shareholder Meeting
Dear Tilray Team,
Today, we announced that the special
shareholder meeting to approve our transaction with Aphria, scheduled for this Friday, April 16th, will be adjourned until April 30th. The
delay is intended to provide additional time so that our shareholders have every opportunity to have their voices heard and support the transaction.
Its important to view this delay in the proper context. By virtue of our shared success building Tilray into a market leader, a great deal of our shares
are held by retail investors (meaning individuals). This is an affirmation that weve attracted numerous small investors who want to own a piece of the Tilray story. We should all be proud to have earned their loyalty.
This dynamic also presents a logistical challenge, rallying all shareholders to cast their vote. Its a large, complex, and resource-intensive
process that simply requires more time to finalize.
If you have any questions or need assistance voting, please feel free to contact MacKenzie
Partners, our proxy solicitor, toll-free at 1-800-322-2885 or via email at
proxy@mackenziepartners.com.
In the meantime, its business as usual. The last few months have been invigorating and filled with milestones
in the business: new partnerships, new markets, and new ways of making a positive difference in our customers lives.
I remain grateful for your
commitment and hard work and look forward to reaching out again soon.
Best,
Brendan
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
Certain information in this communication constitutes forward-looking information or forward-looking statements (together,
forward-looking statements) under Canadian securities laws and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended
to be covered by the safe harbor created by such sections and other applicable laws. The forward-looking statements are expressly qualified by this cautionary statement. Forward-looking statements are provided for the purpose of presenting
information about managements current expectations and plans relating to the future, and readers are cautioned that such statements may not be appropriate for other purposes. Any information or statements that are contained in this
communication that are not statements of historical fact may be deemed to be forward- looking statements, including, but not limited to, statements in this communication with regards to: (i) statements relating to the strategic business
combination of Aphria and Tilray and the expected timing and closing of the proposed business combination (the Transaction); Transaction including, receipt of required shareholder approvals, court approvals and satisfaction of other
closing customary conditions; (ii) estimates of pro-forma financial information of the Combined Company, including in respect of expected revenues and production of cannabis; (iii) the expected
strategic and financial benefits of the business combination, including estimates of future cost reductions, synergies, including expected pre-tax synergies, savings and efficiencies; (iv) statements that
the Combined Company anticipates having scalable medical and adult-use cannabis platforms expected to strengthen the leadership position in Canada, internationally and, eventually in the United States;
(v) statements that the Combined Company is expected to offer a diversified and branded product offering and distribution footprint, state-of-the-art cultivation,
processing and manufacturing facilities; (vi) statements in respect of operational efficiencies expected to be generated as a result of the Transaction in the amount of approximately C$100 million of
pre-tax