$450 Million

Tilray

Convertible Debt

Lead Left Bookrunner, October 2018

Tilray
Senior Convertible Notes Offering

Tilray (NasdaqGS:TLRY), a global leader in cannabis research, cultivation, production and distribution of cannabis and cannabinoids currently serving tens of thousands of patients and consumers in twelve countries spanning five continents, today announced it has entered into a definitive agreement (“the Agreement”) pursuant to which Tilray will acquire all of the issued and outstanding securities of FHF Holdings Ltd. dba Manitoba Harvest (“Manitoba”), the world’s largest hemp food company.Founded in 1998, Manitoba is the world’s largest hemp food manufacturer and a leader in the natural foods industry. It produces, manufactures, markets and distributes a broad-based portfolio of hemp-based consumer products, which are sold in over 16,000 stores at major retailers across the U.S. and Canada. Products in the Manitoba portfolio include: Hemp Hearts™, Hemp Oil™, Hemp Yeah!™ granola, Hemp Yeah!™ protein powder and Hemp Bliss™ milk. Manitoba has plans to launch a line of CBD containing Broad Spectrum Hemp Extracts as well as a line-up of Hemp Yeah! wellness bars this summer.Together, Tilray and Manitoba plan to grow both companies’ revenue while bringing nutritious hemp foods and supplements to more households across the U.S. and Canada. The acquisition will expand Tilray’s product portfolio into the natural foods category and bring Manitoba expertise in working with cannabinoids, including cannabidiol (CBD). By leveraging Manitoba’s established distribution network, Tilray plans to accelerate its expansion into the U.S. and Canadian markets, where legal, for CBD products. Manitoba also brings to Tilray an experienced team and manufacturing capabilities, including the addition of two high quality BRC AA+ certified manufacturing facilities as well as significant sales and distribution capabilities. The agreed upon aggregate purchase price of the transaction is C$419 million. Of the aggregate maximum C$419 million purchase price, Tilray will pay C$277.5 million at closing, comprised of C$150 million in cash and C$127.5 million in Tilray Shares. Six months after closing, Tilray will pay C$92.5 million, comprised of C$50 million in cash and C$42.5 million in Tilray Shares. Tilray will issue an additional C$49 million in Tilray Shares based on Manitoba achieving certain performance milestones in 2019, such amount to be reduced to the extent that some or all of the milestones are not achieved. The transaction will be subject to normal post-closing adjustments.