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Vote for the Business Combination of Aphria And VOTE FOR THE BUSINESS COMBINATION OF APHRIA AND TILRAY TO CREATE THE LARGEST GLOBAL CANNABIS COMPANY March 12, 2021 Dear Aphria Shareholders and Tilray Stockholders: We are excited to invite you to attend the special meeting of shareholders (the ‘‘Aphria Meeting’’) of Aphria Inc. (‘‘Aphria’’) and the special meeting of the stockholders (the ‘‘Tilray Meeting’’) of Tilray, Inc. (‘‘Tilray’’), to approve the proposed business combination between the two companies (the ‘‘Transaction’’). The Aphria Meeting will take place via live audio webcast at www.virtualshareholdermeeting.com/APHA2021 on April 14, 2021 at 4:00 pm (Eastern time) and the Tilray Meeting will take place via live audio webcast at www.virtualshareholdermeeting.com/TLRY2021SM, on April 16, 2021 at 11:00 a.m. (Eastern time). YOUR VOTE IS IMPORTANT. Whether or not you expect to attend the Aphria Meeting or the Tilray Meeting virtually, please submit your vote as soon as possible. We urge you to read the enclosed materials carefully and to promptly vote by following the instructions in the enclosed materials. We thank you for your consideration and continued support. Sincerely, Irwin D. Simon Brendan Kennedy Chief Executive Officer and Chair of the President, Chief Executive Officer, and Chair of Board of Directors of Aphria Inc. the Board of Directors of Tilray, Inc. EXECUTIVE SUMMARY TRANSACTION DETAILS The transaction (the ‘‘Transaction’’) is to be completed pursuant to an arrangement (the ‘‘Arrangement’’) under the Business Corporations Act (Ontario). Under the terms of the Arrangement, shareholders of Aphria will receive 0.8381 of a share of Tilray common stock for each Aphria share held. Tilray stockholders will continue to hold their Tilray common stock, which will remain outstanding. Upon the completion of the Transaction, it is expected (based on the shares of Tilray and Aphria issued and issuable as of March 12, 2021) that the Exchange Ratio will result in shareholders of each of Aphria and of Tilray owning approximately 61.2% and 38.8%, respectively, of the post-closing outstanding Tilray common stock (on a fully diluted basis), assuming there is no change in the issued and outstanding Tilray share numbers prior to closing, resulting in the reverse acquisition of Tilray.(1) Following the completion of the Transaction, the resulting company of the Arrangement (the ‘‘Combined Company’’) will operate under the Tilray corporate name with shares trading on the Nasdaq Global Select Market (‘‘Nasdaq’’) under the ticker symbol ‘‘TLRY’’. In addition, Tilray currently expects to list the Tilray common stock on the Toronto Stock Exchange (‘‘TSX’’) at, or as soon as practicable following, the completion of the Transaction. STRATEGIC RATIONALE Each of Aphria’s and Tilray’s respective boards of directors RECOMMEND THAT YOU VOTE ‘‘FOR’’ THE TRANSACTION as the combination of the two companies is expected to unlock significant shareholder value as follows: • The combination of Aphria and Tilray will create the world’s largest global cannabis company with pro forma revenue of US$685 million (C$874 million) for the last 12 months as reported by each company prior to the date of the announcement of the Transaction on December 16, 2020, the highest in the global cannabis industry. • The Combined Company is expected to have the strategic footprint and operational scale necessary to compete more effectively in today’s consolidating cannabis market with a strong, flexible balance sheet, strong cash balance and access to capital which Aphria and Tilray believe will give it the ability to accelerate growth and deliver long-term sustainable value for stockholders. (1) The relative ownership percentages as at the date of the announcement of the Transaction were 62% and 38%, respectively, but since the Exchange Ratio remains fixed, the relative ownership percentages have changed as a result of a share issuance by Tilray pursuant to an at-the-market offering on February 25, 2021. i The demand of the Combined Company will be supported by low-cost state-of-the-art cultivation, processing, and manufacturing facilities, and it will have a complete portfolio of branded cannabis 2.0 products in order to strengthen its leadership position in Canada. ii • Internationally, the Combined Company will be well-positioned to pursue growth opportunities with its strong medical cannabis brands, distribution network in Germany and end-to-end European Union Good Manufacturing Practices (‘‘EU-GMP’’) supply chain, which includes its production facilities in Portugal and Germany. • In the United States, the Combined Company will have a strong consumer packaged goods presence and infrastructure with two strategic pillars, including SweetWater Brewing Company, LLC, a leading cannabis lifestyle branded craft brewer, and Manitoba Harvest USA, LLC, a pioneer in branded hemp, CBD and wellness products with access to 17,000 stores in North America. In the event of federal permissibility, the Combined Company expects to be well-positioned to compete in the U.S. cannabis market given its existing strong brands and distribution system in addition to its track record of growth in consumer- packaged goods and cannabis products. iii • The combination of Aphria and Tilray is expected to deliver approximately US$78 million (C$100 million) of annual pre-tax cost synergies within 24 months of the completion of the Transaction. The Combined Company expects to achieve cost synergies in the key areas of cultivation and production, cannabis and product purchasing, sales and marketing, and corporate expenses. BOARD RECOMMENDATIONS Each of Aphria’s and Tilray’s respective boards of directors has unanimously approved the Transaction and recommends that you vote ‘‘FOR’’ the resolutions necessary to implement the Transaction and the respective proposals set forth in this Circular. VOTE YOUR SHARES FOR THE TRANSACTION We urge you to vote FOR the resolutions necessary to implement the Transaction and the respective proposals set forth in this Circular by promptly submitting your signed and dated proxy or voting instruction form in the postage-paid envelope provided, or alternatively, voting by telephone or via the internet as described in the easy instructions included on your form of proxy or voting instruction form. VOTING INSTRUCTIONS FOR APHRIA SHAREHOLDERS Registered and beneficial Aphria shareholders may vote using the following methods: • Internet: Go to www.proxyvote.com and enter the 16-digit control number printed on the form of proxy or voting instruction form or scan the QR Code on the Aphria form of proxy to access the website and follow the instructions on the screen. • Telephone: Call the toll-free telephone number provided on the form of proxy or voting instruction form and follow the prompted voting instructions. You will need to enter the 16-digit control number. • Mail: Enter voting instructions, sign and date the form of proxy or voting instruction form and return your completed form of proxy or voting instruction form in the enclosed postage paid envelope to: Data Processing Centre P.O. Box 3700 STN Industrial Park Markham, ON L3R 9Z9 If you hold your Aphria shares through an intermediary, please follow the instructions on the voting instruction form provided by such intermediary to ensure that your vote is counted at the Aphria Meeting. iv VOTING INSTRUCTIONS FOR TILRAY STOCKHOLDERS Tilray registered and beneficial shareholders may vote using the following methods: • Internet: Follow the instructions on the enclosed proxy card using the control number printed on the form of proxy or voting instruction form and follow the instructions on the screen. • Telephone: Call the toll-free telephone number provided on the form of proxy or voting instruction form and follow the prompted voting instructions. • Mail: Enter your voting instructions, sign and date the form of proxy or voting instruction form and return the completed form of proxy or voting instruction form in the enclosed postage paid envelope. VOTE YOUR SHARES TODAY If you are an Aphria Shareholder and have questions or require assistance with voting, you may contact our proxy solicitation agent: LAUREL HILL ADVISORY GROUP North American Toll-Free Number: 1-877-452-7184 Collect Calls Outside North America: 416-304-0211 Email: [email protected] If you are a Tilray Stockholder and have questions or require assistance with voting, you may contact our proxy solicitation agent: MACKENZIE PARTNERS, INC. North American Toll-Free Number: 1-800-322-2885 Collect Calls Outside North America: 1-212-929-5500 Email: [email protected] v NOTICE OF SPECIAL MEETING OF APHRIA SHAREHOLDERS to be held April 14, 2021 NOTICE IS HEREBY GIVEN that, pursuant to an order of the Ontario Superior Court of Justice (Commercial List) (the ‘‘Court’’) dated March 11, 2021 (the ‘‘Interim Order’’), a special meeting (the ‘‘Aphria Meeting’’) of holders (‘‘Aphria Shareholders’’) of common shares (‘‘Aphria Shares’’) of Aphria Inc. (‘‘Aphria’’) will be held online on April 14, 2021 at 4:00 p.m. (Eastern time) via live audio webcast at www.virtualshareholdermeeting.com/APHA2021. There will be no physical location for Aphria Shareholders to attend. Online check-in will begin at 3:45 p.m. (Eastern time), and we encourage you to allow ample time for the online check-in procedures. To participate in the Aphria Meeting, Aphria Shareholders will need their unique 16-digit control number included on the Aphria form of proxy or the voting instruction form. The Aphria Meeting is being
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