PRESS RELEASE

Tilray, Inc. Reports 2020 Full Fiscal Year and Fourth Quarter Results

Revenue Increased 26% to $210.5 Million in 2020 Compared to Prior

Net Loss $(3.0) Million in Q4 2020 Versus Net Loss $(219.8) Million in

Achieved Adjusted EBITDA Goal With $2.2 Million in Q4 2020

Combination with Aphria Inc. Expected to Close in Q2 2021 to Create the World s Largest Cannabis Company Based On Pro

$189.7 Million Cash at December 31,2020 and $261.3 Million Cash as of

NANAIMO, BRITISH COLUMBIA Tilray, Inc. ( Tilray or the Company ) (Nasdaq: TLRY), a global pioneer in cannabis research, cultivation, production and distribution, today reported financial results for

the full fiscal year and fourth quarter ended December 31, 2020. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated.

Brendan Kennedy, Tilray s Chief Executive Officer, stated, Over the course of 2020, and despite

COVID-19 related challenges, we transformed and strengthened Tilray, delivered solid full year results, significantly reduced net loss, and achieved our stated goal of delivering break even or positive

Adjusted EBITDA in Q4 2020. We did so by generating meaningful revenue growth across our core businesses, particularly international medical and Canadian adult-use in Q4, and reducing costs by $57 million

on an annualized basis compared to Q4 of 2019. As a result, we now operate with a more focused, efficient and competitive cost structure. We also strengthened our balance sheet and positioned Tilray for growth and success in the future in

combination with Aphria. These results required hard work and dedication and I sincerely appreciate everything the Tilray team has done to transform our business during 2020. We now look forward to the beginning of the next chapter in our corporate

Mr. Kennedy continued, Amid an acceleration of regulatory changes and an increasingly-favorable political

environment, our proposed merger with Aphria will position the combined company as a global leader with lowest cost of production, leading brands, a well-developed distribution network, and unique partnerships. Finally, and as previously stated, the

new Tilray will achieve over C$100 million in anticipated pre-tax synergies. The aggregate impact of these value drivers provides confidence that the new Tilray will generate

significant value for stockholders.

As announced on December 16, 2020, Tilray will combine businesses with Aphria Inc. and

create the world s largest global cannabis company based on pro forma revenue. Following the close of this transaction, which is expected in the second quarter of 2021, the combined company will operate under the Tilray corporate name with

shares trading on Nasdaq under ticker symbol TLRY . Completion of the business combination is subject to regulatory and court approvals and other customary closing conditions, including the approval of Tilray and Aphria stockholders.

Fourth Quarter 2020 Financial Highlights

2020 Financial Highlights

Recent Business Developments Reflect Strong, Ongoing Global Growth and Opportunity

Progress on Expanding International Medical Business and Canadian Adult-Use Product

Progress on Strengthening Balance Sheet and Improving Financial Condition

Tilray will host a conference call to discuss these results today at 5:00 p.m. ET. Investors interested in participating in the live call can

dial 877-407-0792 from the U.S. and 201-689-8263 internationally.

There will also be a simultaneous, live webcast available on the Investors section of the Company s website at www.tilray.com. The webcast

will also be archived after the call concludes.

Tilray is a global pioneer in the research, cultivation, production, and distribution of cannabis and cannabinoids, currently serving tens of

thousands of patients and consumers in 17 countries spanning five continents.

Forward Looking Statements

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 regarding Aphria s and Tilray s strategic business combination and the expected terms, timing and closing of the combination, estimates of pro-forma financial information of the combined company, estimates of future cost reductions, synergies including pre-tax synergies, savings and efficiencies, value for

stockholders, our growth potential, the sustainability of growth, the optimization of our facilities and estimated net savings, demand for our products and the medical and Adult-Use cannabis markets,

anticipated plans for strategic partnerships and acquisitions, and future sales of our common stock. 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 Tilray s Quarterly Report on Form 10-Q, which was filed with the

Securities and Exchange Commission on November 9, 2020, 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.

Use of Non-U.S. GAAP Financial Measures

To supplement its financial statements, the Company provides

investors with information related to Adjusted EBITDA and gross margin, excluding inventory valuation adjustments, both of which are financial measures that are not calculated in accordance with generally accepted accounting principles in the

United States ( U.S. GAAP ).

Adjusted EBITDA is calculated as net income (loss) before inventory valuation adjustments;

interest expenses, net; other expenses (income), net; deferred income tax (recoveries) expenses, current income tax expenses (benefit); foreign exchange gain (loss), net; depreciation and amortization expenses; stock-based compensation expenses;

loss from equity method investments; finance income from ABG; loss on disposal of property and equipment; amortization of inventory step-up; severance costs; impairment of assets; and change in fair value of

warrant liability. A reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release. Gross margin, excluding inventory valuation

adjustments and stock-based compensation, is calculated as revenue less cost of sales adjusted to add back inventory valuation adjustments and amortization of inventory step-up, and stock-based compensation

divided by revenue. A reconciliation of Gross margin, excluding inventory valuation adjustments and stock-based compensation, to gross margin, the most directly comparable GAAP measure, has been provided in the financial statement tables included

below in this press release.

The Company believes these non-GAAP financial measures provide

useful information to management and investors regarding certain financial and business trends relating to the Company s financial condition and results of operations. Management uses these non-GAAP

financial measures to compare the Company s performance to that of prior periods for trend analyses and planning purposes. These non-GAAP financial measures are also presented to the Company s

Non-U.S. GAAP measures should not be considered a substitute for, or

superior to, financial measures calculated in accordance with U.S. GAAP. Non-U.S. GAAP measures exclude significant expenses that are required by U.S. GAAP to be recorded in the Company s financial

statements and are subject to inherent limitations.

Additional Information About the Tilray and Aphria Business Combination and

This news release is not intended to and does not constitute an offer to sell or the solicitation of an offer

to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in

contravention of applicable law. This statements in this press release in respect of the proposed transaction involving Aphria and Tilray pursuant to the terms of an arrangement agreement by and among Aphria and Tilray may be deemed to be soliciting

material relating to the proposed transaction.

In connection with the proposed transaction, Aphria will file a management information

circular, and Tilray will file a proxy statement on Schedule 14A containing important information about the proposed transaction and related matters. Additionally, Aphria and Tilray will file other relevant materials in connection with the proposed

transaction with the applicable securities regulatory authorities. Investors and security holders of Aphria and Tilray are urged to carefully read the entire management information circular and proxy statement (including any amendments or

supplements to such documents), respectively, when such documents become available before making any voting decision with respect to the proposed transaction because they will contain important information about the proposed transaction and the

parties to the transaction. The Aphria management information circular and the Tilray proxy statement will be mailed to the Aphria and Tilray shareholders, respectively, as well as be accessible on the SEDAR and EDGAR profiles of the respective

Investors and security holders of Tilray will be able to obtain a free copy of the proxy statement, as well as other

relevant filings containing information about Tilray and the proposed transaction, including materials that will be incorporated by reference into the proxy statement, without charge, at the SEC s website (www.sec.gov) or from Tilray by

contacting Tilray s Investor Relations at (203) 682-8253, by email at Raphael.Gross@icrinc.com, or by going to Tilray s Investor Relations page on its website at

https://ir.tilray.com/investor-relations and clicking on the link titled Financials.

Participants in the Tilray

Tilray and Aphria and certain of their respective directors, executive officers and employees may be deemed to be

participants in the solicitation of Tilray proxies in respect of the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Tilray stockholders in connection with

the proposed transaction will be set forth in the Tilray proxy statement for the proposed transaction when available. Other information regarding the participants in the Tilray proxy solicitation and a description of their direct and indirect

interests in the proposed transaction, by security holdings or otherwise, will be contained in such proxy statement and other relevant materials to be filed with the SEC in connection with the proposed transaction. Copies of these documents may be

obtained, free of charge, from the SEC or Tilray as described in the preceding paragraph.

For further information:

Media: Berrin Noorata, news@tilray.com

Investors: Raphael Gross,

+1-203-682-8253, Raphael.Gross@icrinc.com

Consolidated Statements of Net Loss and Comprehensive Loss

(In thousands of United States dollars, except for share and per share data)

As stated in our Form-10K, share-based compensation expenses have been

reclassified to their respective functional lines in the Consolidated Statements of Net Loss and Comprehensive loss. This was adjusted retrospectively for 2018, 2019 and 2020 and applied in the fourth quarter of 2020.

Consolidated Balance Sheets

United States dollars, except for share and par value data)

Other Financial Information

United States dollars)

(In thousands of United States

dollars, except for percentage data)