Tilray Brands Stockholders Approve Charter Amendment to Enhance Corporate Governance and Support Strategic Growth Plan

Tilray Brands, Inc. (“Tilray Brands” or the “Company”) (NASDAQ | TSX: TLRY), a leading global cannabis-lifestyle and consumer packaged goods company, announced today that Tilray Brands’ stockholders formally approved an amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”). The Charter Amendment will, at the effective time of filing, cancel the Company’s authorized but unissued Class 1 Common Stock and re-allocate such authorized shares to Class 2 Common Stock. At the effective time of filing the Charter Amendment, the Company’s “Class 2 Common Stock” will be reclassified and designated as “Common Stock”. The Charter Amendment is described in more detail in the Company’s Proxy Statement dated September 22, 2022, as supplemented on February 21, 2023.

Irwin D. Simon, Tilray Brands’ Chairman and Chief Executive Officer said: “On behalf of our Board of Directors and management team, we thank our stockholders for their strong support of Tilray’s Charter Amendment and our strategic growth plan. We are forging an entirely new kind of CPG company that is responsive to the times, aligned with consumers, and poised to deliver meaningful value over the coming years. Our confidence in Tilray Brands’ long-term potential to drive shareholder value is underpinned by proven results – achieved amid challenging market conditions – including the #1 cannabis market share position in Canada, the largest federally legal cannabis market in the world, leading medical cannabis market share in Germany and across Europe, and a leading U.S. CPG and craft-beverage portfolio.”

Mr. Simon continued: “I am confident that we will continue executing against our strategic plan in creating the leading and most diversified cannabis lifestyle and CPG company in the world as we actively pursue organic growth opportunities as well as accretive and strategic acquisition opportunities in the U.S., Canada, and globally.”

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