Tilray Announces Pricing of Initial Public Offering

NANAIMO, British Columbia–(BUSINESS WIRE)–Tilray, Inc., a vertically-integrated and federally-licensed cannabis
cultivator, processor and distributor, today announced the pricing of
its initial public offering of 9,000,000 shares of Class 2 common stock.
6,524,000 shares of Class 2 common stock will be offered in the United
States and certain other countries except Canada at a price to the
public of US$17.00 per share for a total offering size of US$110,908,000
and 2,476,000 shares of Class 2 common stock, which we refer to as
Subordinate Voting Shares, will be offered in Canada and certain other
countries except the United States at a price to the public of CAD$22.451
per share for a total offering size of CAD$55,586,200. Based on current
exchange rate1, the total combined offering size is
approximately US$153,000,000.00. The shares are expected to begin
trading on the Nasdaq Global Select Market tomorrow, July 19, 2018,
under the symbol “TLRY.”

In addition, Tilray has granted the U.S. underwriters a 30-day
over-allotment option to purchase up to 978,600 additional shares of
Class 2 common stock and the Canadian underwriters a 30-day
over-allotment option to purchase up to 371,400 additional Subordinate
Voting Shares at the initial public offering price, less underwriting
discounts. Closing of the offering is expected to occur on July 23,
2018, subject to the fulfillment of customary closing conditions.

A registration statement on Form S-1 relating to the offering has been
filed with and declared effective by the United States Securities and
Exchange Commission (the “SEC”). Tilray has also filed a prospectus with
the securities regulatory authorities in each province of Canada other
than the Province of Quebec to qualify the distribution in those
provinces. Tilray does not intend to list on any stock exchange in
Canada.

Cowen and BMO Capital Markets are acting jointly as book-runners for the
IPO. Cowen is acting as the sole book-running manager for the IPO in the
United States, and BMO Capital Markets is acting as the sole
book-running manager for the IPO in Canada. Eight Capital is acting as
lead manager for the IPO in Canada. In the United States, Roth Capital
Partners is acting as lead manager and Northland Capital Markets is
acting as a co-manager for the IPO.

The offering will be made only by means of a prospectus. Copies of the
U.S. prospectus may be obtained from the SEC’s website or from Cowen by
contacting Cowen c/o Broadridge Financial Services, 1155 Long Island
Avenue, Edgewood, NY, 11717, Attn: Prospectus Department or by telephone
at (631) 592-5973 or by email at PostSaleManualRequests@broadridge.com.

Copies of the Canadian prospectus may be obtained from www.sedar.com or
from BMO Capital Markets by contacting BMO Capital Markets, Brampton
Distribution Centre c/o The Data Group of Companies, 9195 Torbram Road,
Brampton, Ontario, L6S 6H2 or by telephone at (905) 791-3151 Ext 4312 or
by email at torbramwarehouse@datagroup.ca.

This press release does not constitute an offer to sell or a
solicitation of an offer to buy, nor will there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful before registration or
qualification under the securities laws of that state or jurisdiction.

1Based approximately on the Bank of Canada daily exchange
rate on July 18, 2018 of C$1.3204 = US$1.00

This press release contains “forward-looking statements”, which may
be identified by the use of words such as, “may”, “would”, “could”,
“will”, “likely”, “expect”, “anticipate”, “believe, “intend”, “plan”,
“forecast”, “project”, “estimate”, “outlook” and other similar
expressions, including statements in respect of the over-allotment
option, Tilray`s intentions with respect to stock exchange listings and
the expected closing of the offering. Forward-looking statements are not
a guarantee of future performance and are based upon a number of
estimates and assumptions of management in light of management’s
experience and perception of trends, current conditions and expected
developments, as well as other factors that management believes to be
relevant and reasonable in the circumstances, including assumptions in
respect of current and future market conditions. Actual results,
performance or achievement could differ materially from that expressed
in, or implied by, any forward-looking statements in this press release,
and, accordingly, you should not place undue reliance on any such
forward-looking statements and they are not guarantees of future
results. Forward-looking statements involve significant risks,
assumptions, uncertainties and other factors that may cause actual
future results or anticipated events to differ materially from those
expressed or implied in any forward-looking statements. Please see the
heading “Risk Factors” in the registration statement and the prospectus
for a discussion of the material risk factors that could cause actual
results to differ materially from the forward-looking
information. Tilray does not undertake to update any forward-looking
statements that are included herein, except in accordance with
applicable securities laws.

Contacts

Tilray, Inc.
Media:
Zack Hutson, +1-415-534-5541
zack.hutson@tilray.com
or
Investors:
Katie
Turner, +1-646-277-1228
Katie.turner@icrinc.com