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 ☐ Preliminary Proxy Statement

 ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

 ☐ Definitive Additional Materials

 ☐ Soliciting Material Pursuant to § 240.14a-12

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.

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.

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 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.

 

 

 

 

 

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.

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.

Registered and beneficial Aphria shareholders may vote using the following methods:

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.

Tilray registered and beneficial shareholders may vote using the following methods:

Aphria Shareholders who are planning to provide voting instructions in accordance with the enclosed form of proxy or voting instruction form are encouraged to review the Circular carefully before submitting such form.

Registered Aphria Shareholders have the right to dissent with respect to the Aphria Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Aphria Shares in accordance with the provisions of Section 185 of the OBCA, as modified by the Interim Order and the plan of arrangement (“Plan of Arrangement”). A registered Aphria Shareholder’s right to dissent is more particularly described in the Circular under the heading “Aphria Dissenting Shareholders’ Rights”. Copies of the Plan of Arrangement, the Interim Order and the text of Section 185 of the OBCA are set forth in Appendix “B”, Appendix “D” and Appendix “K”, respectively, to the Circular.

Failure to strictly comply with the requirements set forth in Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of any right of dissent.

It is strongly suggested that any Aphria Shareholder wishing to dissent seek independent legal advice, as the failure to comply strictly with the provisions of the OBCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of such Aphria Shareholder’s right to dissent.

If you are an Aphria Shareholder and have any questions, please contact Laurel Hill, our proxy solicitation agent, by telephone at 1-877-452-7184 toll-free in North America or at 416-304-0211 for collect calls outside of North America or by email at assistance@laurelhill.com.

DATED March 12, 2021.

THE TILRAY SHARES TO BE ISSUED IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR THE SECURITIES REGULATORY AUTHORITY IN ANY STATE IN THE UNITED STATES, NOR HAVE THE SEC OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE IN THE UNITED STATES PASSED ON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The Tilray shares to be issued under the Arrangement will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. Such securities will be issued in reliance upon the exemption from registration provided by section 3(a)(10) of the U.S. Securities Act on the basis of the approval of the Court, which will consider, among other things, the fairness of the Arrangement to the persons affected. See “Description of the Arrangement – Court Approval”. The Tilray shares to be issued under the Arrangement will not be subject to resale restrictions under the U.S. Securities Act, except for restrictions imposed by the U.S. Securities Act on the resale of Tilray shares received pursuant to the Arrangement by persons who are, or within three months before the resale were, “affiliates” of Tilray. See “U.S. Securities Law Matters”.

Aphria Shareholders who are citizens or residents of the United States should be aware that the Arrangement described herein may have both U.S. and Canadian tax consequences to them which may not be fully described in this Circular. For a general discussion of the Canadian and U.S. federal income tax consequences to investors who are resident in the United States, see “Certain Canadian Federal Income Tax Considerations” and “Certain U.S. Federal Income Tax Considerations”. U.S. holders are urged to consult their own tax advisors with respect to such U.S. and Canadian income tax consequences and the applicability of any federal, state, local, foreign and other tax laws.

Aphria is a “foreign private issuer” within the meaning of Rule 3b-4 of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and, therefore, this solicitation of proxies is not subject to the proxy requirements of section 14(a) of the U.S. Exchange Act. Accordingly, the solicitation of proxies contemplated herein is made in accordance with Canadian corporate and securities laws, and this Circular has been prepared in accordance with the disclosure requirements of Canadian securities laws. Aphria Shareholders located or resident in the United States should be aware that, in general, such Canadian disclosure requirements are different from those applicable to proxy statements, prospectuses or registration statements prepared in accordance with U.S. laws. The financial statements of Aphria incorporated by reference herein have been prepared in accordance with international financial reporting standards (“IFRS”) as issued by the International Accounting Standards Board and have been subject to Canadian generally accepted auditing standards. Accordingly, the financial statements of Aphria may not be comparable to financial statements prepared in accordance with U.S. GAAP. The principal differences between IFRS and accounting principles generally accepted in the United States of America (“U.S. GAAP”) as they apply to Aphria are summarized in the notes to the unaudited pro forma condensed combined financial statements of Tilray that give effect to the Arrangement, which are set forth in Appendix “L” to this Circular.

The enforcement by investors of civil liabilities under U.S. Securities Laws may be affected adversely by the fact that Aphria is organized under the laws of a jurisdiction outside the United States, that its officers and directors include residents of countries other than the United States, that some or all of the experts named in this Circular may be residents of countries other than the United States, or that all or a substantial portion of the assets of Aphria, and such persons are located outside the United States. As a result, it may be difficult or impossible for shareholders in the United States to effect service of process within the United States on Aphria, or such persons, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the securities laws of the United States. In addition, the shareholders in the United States should not assume that the courts of Canada: (a) would enforce judgments of U.S. courts obtained in actions against such persons predicated upon civil liabilities under the securities laws of the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the securities laws of the United States.

NOTICE IS HEREBY GIVEN that a special meeting (the “ Tilray Meeting ”) of the holders (“ Tilray Stockholders ”) of shares of class 2 common stock of Tilray, Inc., a Delaware corporation (“ Tilray ”) , will be held online on April  16 , 2021 at 11 : 0 0  a .m. (Eastern time) via live webcast at www.virtualshareholdermeeting.com/TLRY2021SM. There will be no physical location for Tilray Stockholders to attend. Online check-in will begin at 10:45 a .m . (Eastern time), and we encourage you to allow ample time for the online check-in procedures. To participate in the Tilray Meeting, Tilray Stockholders will need their unique 16-digit control number included on their Tilray proxy card (printed in the box and marked by the arrow) or the instructions that accompanied the proxy materials.

The Tilray Meeting is being called for the following purposes:

The Tilray Charter Amendment Proposal, the Tilray Share Issuance Proposal, the Tilray Advisory Compensation Proposal and the Tilray Adjournment Proposals are together referred to as the “Tilray Proposals”.

Specific details of the matters proposed to be put before the Tilray Meeting are set forth in this Circular, which accompanies this Notice of Special Meeting of Tilray Stockholders (“Notice of Tilray Meeting”). A copy of the Arrangement Agreement is attached as Appendix “A” to the Circular and is available for inspection by Tilray Stockholders on the U.S. Securities and Exchange Commission website at www.sec.gov under Tilray’s SEC profile.

The record date for determining the Tilray Stockholders entitled to receive notice of and vote at the Tilray Meeting is the close of business on March 12, 2021 (the “ Tilray Record Date ”). Only Tilray Stockholders of record at the close of business on the Tilray Record Date are entitled to vote at the Tilray Meeting or any adjournment thereof.

Whether or not you are able to virtually attend the Tilray Meeting, you are encouraged to provide voting instructions in accordance with the instructions on the enclosed form of proxy or voting instruction form provided to you by your broker, investment dealer or other intermediary as soon as possible by (1) visiting the internet site listed on the enclosed Tilray proxy card, (2) calling the toll-free number listed on the enclosed Tilray proxy card, or (3) submitting your enclosed Tilray proxy card by mail by using the provided self-addressed, stamped envelope. To be counted at

the Tilray Meeting, a Tilray Stockholder’s voting instructions must be received by 11:59 p.m. (Eastern time) on April 15, 2021. Please note, if you received a voting instruction form and you hold your shares through a broker, investment dealer or other intermediary, you must provide your instructions to your broker, investment dealer or other intermediary as specified in the voting instruction form and by the deadline set out therein (which may be an earlier time than set out above).

The Tilray Board unanimously recommends that Tilray Stockholders vote FOR the Tilray Proposals.

Please note that the approval of Tilray Stockholders to each of the Tilray Charter Amendment Proposal and the Tilray Share Issuance Proposal is required in order to complete the Arrangement.

Tilray Stockholders should carefully read this Circular, including any documents incorporated by reference, and the appendices in their entirety for more detailed information concerning the Arrangement and the other transactions contemplated by the Arrangement Agreement.

Tilray Stockholders who are planning to provide voting instructions in accordance with the enclosed form of proxy or voting instruction form are encouraged to review the Circular carefully before submitting such form.

If you are a Tilray Stockholder and have any questions, please contact MacKenzie Partners, our proxy solicitation agent, by telephone at 1-800-322-2885 toll-free in North America or at 1-212-929-5500 for collect calls outside of North America or by email at proxy@mackenziepartners.com.

DATED March 12, 2021.

For more information see “Description of the Arrangement – Our Reasons for the Arrangement”.

Tilray Stockholders. Under the Arrangement, Tilray Stockholders will retain their Tilray Shares.

Expressed graphically: ⁽³⁾

If you bought your Aphria Shares on the TSX, then:

Step 1: Calculate the number of Tilray Shares that you will receive.

Calculate the number of Tilray Shares that you will receive on closing by multiplying the number of Aphria Shares that you own by 0.8381 (which is the Exchange Ratio).

Step 2: Calculate the value of the Tilray Shares that you will receive in US$.

Multiply the answer from Step 1 by the current value of each Tilray Share.

Step 3: Calculate the value of the Tilray Shares that you will receive in C$.

Multiply the answer from Step 2 by the US$ to C$ foreign exchange rate since the Tilray Shares currently trade in US$. This will give you the value of the Tilray Shares to be received in C$.

As an example, assume that:

1,000 Aphria Shares X 0.8381 = 838 Tilray Shares

838 Tilray Shares X US$20.00 per Tilray Share =US$16,760.00

US$16,760.00 X 1.2756 = C$21,379.06 (or C$21.38 per Aphria Share that you own)

If you bought your Aphria Shares on the Nasdaq, then:

Step 1: Calculate the number of Tilray Shares that you will receive

Calculate the number of Tilray Shares that you will receive on closing by multiplying the number of Aphria Shares that you own by 0.8381 (which is the Exchange Ratio).

Step 2: Calculate the value of the Tilray Shares that you will receive in US$.

Multiply the answer from Step 1 by the current value per Tilray Share.

1,000 Aphria Shares X 0.8381 = 838 Tilray Shares

838 Tilray Shares X the current value per Tilray Share

Current and recent share price and trading data, and US$/C$ exchange rates, can be found at your preferred market data sources, or the following:

APHA trading on TSX: https://money.tmx.com/en/quote/APHA

APHA trading on Nasdaq: https://www.nasdaq.com/market-activity/stocks/apha

TLRY trading on Nasdaq: https://www.nasdaq.com/market-activity/stocks/tlry

US$:C$ exchange rate: https://www.oanda.com/us-en/trading/instruments/usd-cad/

Stockholders, receipt of the Final Order from the Court, and receipt of the Required Regulatory Approvals. See “Regulatory Matters – Competition Act Approval”, “Regulatory Matters – HSR Act Approval”, Regulatory Matters – German FDI Approval”, “Description of the Arrangement – Court Approval” and “Description of the Arrangement – Stock Exchange Listing”.

For a summary of certain of the principal Canadian federal income tax consequences of the Arrangement applicable to Aphria Shareholders, see below under the heading “Certain Canadian Federal Income Tax Considerations”. Such summary is not intended to be legal, business or tax advice. Aphria Shareholders should consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.

Holders who acquired different blocks of Aphria Shares with different holding periods and tax bases must generally apply the foregoing rules separately to each identifiable block of Aphria Shares. Any such holder should consult its tax advisor with regard to identifying the bases or holding periods of the particular shares of Tilray Shares received in the Arrangement.

However, since your tax circumstances may be unique, you should consult your tax advisor to determine the tax consequences of the Arrangement.

See “Certain U.S. Federal Income Tax Considerations” for a more detailed discussion of the U.S. federal income tax treatment of the Arrangement.

to a maximum of C$10 million) provided that the Tilray Resolutions have been approved. If the Tilray Resolutions have not been approved, the Arrangement Agreement may be terminated by either Aphria or Tilray, and in the event it is terminated, Tilray will be required to pay to Aphria its Transaction Expenses (up to a maximum of C$10 million), provided that the Aphria Resolution has been approved. A Party may be required to pay the other Party a Termination Amount of C$65 million if the Arrangement Agreement is terminated in certain circumstances as described in this Circular. If the Arrangement Agreement is terminated and the Arrangement is not completed, the market price of Aphria Shares and the Tilray Shares may be materially adversely affected. See “The Arrangement Agreement and Related Agreements – Termination” and “Risk Factors – Risks Related to the Arrangement”.

Before deciding whether to vote for or against the Transaction, you should carefully consider these and other risks as well as the more detailed discussion of risks found at “Risk Factors – Risks Related to the Arrangement” and other information included in this Circular.

In making its recommendation, the Aphria Board considered a number of factors as described in this Circular under “Description of the Arrangement – Our Reasons for the Arrangement”, “Description of the Arrangement – Recommendation of the Aphria Board”, and “Description of the Arrangement – Factors Considered by the Aphria Board”, including the opinion from Jefferies to the effect that, as of the date of such opinion, based upon and subject to the limitations and assumptions set out therein and such other matters as Jefferies considered relevant, the Exchange Ratio is fair, from a financial point of view, to Aphria Shareholders. See “Description of the Arrangement – Opinion of Aphria’s Financial Advisor”.

If you wish to exercise Dissent Rights, you should review the requirements summarized in this Circular carefully and consult with your legal advisor. See “Aphria Dissenting Shareholders’ Rights”.

Registered Aphria Shareholders and non-registered Aphria Shareholders who wish to appoint a person other than the management nominees identified on the applicable form of proxy or voting instruction form to represent them at the Aphria Meeting will also need to appoint such proxyholder online at www.proxyvote.com or by completing the “Appointee” section on the form of proxy or voting instruction form. If you do not designate the “Appointee Information” when completing your form of proxy or voting instruction form or if you do not provide the exact “Appointee Identification Number” and “Appointee Name” to any other person (other than the named proxyholders) who has been appointed to access and vote at the Aphria Meeting on your behalf, that other person will not be able to access the Aphria Meeting and vote on your behalf.

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. See “General Information about the Aphria Meeting and Voting – Voting Instructions – Beneficial Aphria Shareholders”.

be voted on your behalf. Aphria Shareholders should instruct their Intermediaries to vote their Aphria Shares on their behalf by following the directions on the voting instruction form provided to them by their Intermediaries. Unless your Intermediary gives you its proxy to vote the Aphria Shares at the Aphria Meeting, you cannot vote those Aphria Shares owned by you at the Aphria Meeting. See “General Information about the Aphria Meeting and Voting – Voting Instructions – Beneficial Aphria Shareholders”.

For a summary of certain of the principal Canadian federal income tax consequences of the Arrangement applicable to Aphria Shareholders, see below under the heading “Certain Canadian Federal Income Tax Considerations”. Such summary is not intended to be legal, business or tax advice. Aphria Shareholders should consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.

If you hold your shares through an Intermediary, the methods to revoke your proxy may be different and you should carefully follow the instructions provided to you by your Intermediary. See “General Information about the Aphria Meeting and Voting – Revocation of Proxies”.

You are being asked to consider and vote on the following proposals:

The Tilray Charter Amendment Proposal, the Tilray Share Issuance Proposal, the Tilray Advisory Compensation Proposal and the Tilray Adjournment Proposals are together referred to as the “Tilray Proposals”.

Please note that the approval of Tilray Stockholders to each of the Tilray Charter Amendment Proposal and the Tilray Share Issuance Proposal is required in order to complete the Arrangement.

In making its recommendation regarding the Tilray Proposals, the Tilray Board considered a number of factors as described in this Circular under “Description of the Arrangement – Our Reasons for the Arrangement” and “Description of the Arrangement – Recommendation of the Tilray Board”, and “Description of the Arrangement – Factors Considered by the Tilray Board”, including the opinions from Cowen and Imperial to the effect that, as of the date of such opinions, subject to the various assumptions, qualifications and limitations

set forth therein, the Exchange Ratio of 0.8381 of a Tilray Share in exchange for each Aphria Share that is issued and outstanding, was fair, from a financial point of view, to Tilray. See “Description of the Arrangement – Opinion of Tilray’s Financial Advisors” and Appendix “H” and Appendix “I” to this Circular.

In making its recommendation regarding the Tilray Charter Amendment Proposal, the Tilray Board considered the benefits of the amendment to the Tilray Stockholders contained in the Tilray Charter Amendment Proposal and the Tilray Charter Amendment Proposal is further described in this Circular, including in the section titled “Amendment to Tilray’s Organizational Documents” beginning on page 137 .

The Tilray Advisory Compensation Proposal and Tilray Adjournment Proposals are further described in this Circular, including the section titled “Interests of Tilray’s Directors and Management in the Arrangement“ beginning on page 96 , and “Purpose of the Tilray Meeting” beginning on page 41 , respectively.

the toll-free number listed on the enclosed Tilray proxy card or (3) submitting your enclosed Tilray proxy card by mail by using the provided self-addressed, pre-paid envelope. If you submit a proxy to vote your Tilray Shares via the internet or by telephone, you must do so no later than 11:59 p.m. on April 15, 2021 (Eastern time). If you submit a proxy to vote your shares by mail, your completed Tilray proxy card must be received no later than 11:59 p.m. (Eastern time) on April 15, 2021 (or if the Tilray Meeting is postponed or adjourned prior to the date of the postponed or adjourned Tilray Meeting). See “General Information about the Tilray Meeting and Voting – Registered Tilray Stockholders”.

If you hold your Tilray Shares through a broker, please follow the instructions on the voting instruction form provided by such broker to ensure that your vote is counted at the Tilray Meeting. See “General Information about the Tilray Meeting and Voting – Beneficial Tilray Stockholders”.

If you hold your shares through a broker, the methods to revoke your proxy may be different and you should carefully follow the instructions provided to you by your Intermediary. See “General Information about the Tilray Meeting and Voting – Revocation of Proxies”.

All financial statements and financial data derived therefrom included or incorporated by reference in this Circular pertaining to Aphria have been prepared in accordance with IFRS as issued by the International Accounting Standards Board, and are audited in accordance with Canadian generally accepted auditing standards and all financial statements and financial data derived therefrom included or incorporated by reference in this Circular pertaining to Tilray, including the unaudited pro forma condensed combined financial statements of Tilray, have been prepared and presented in accordance with U.S. GAAP. Accordingly, the presentation of the consolidated financial statements of Tilray and the unaudited pro forma condensed combined financial statements of Tilray may vary in material ways from financial statements prepared in accordance with IFRS. Management of Aphria and Tilray has reviewed the consolidated financial statements of Tilray and the unaudited pro forma condensed combined financial statements of Tilray included in this Circular and has determined that there are material U.S. GAAP to IFRS measurement differences applicable to such financial statements. For further details, see the notes to the unaudited pro forma condensed combined financial statements of Tilray set out in Appendix “L” to this Circular.

Pro forma financial information included in this Circular is for informational purposes only and is unaudited. All unaudited pro forma financial information contained in this Circular has been derived from underlying financial statements prepared and adjusted in accordance with U.S. GAAP and IFRS to illustrate the effect of the Arrangement. The pro forma financial information set forth in this Circular should not be considered to be what the actual financial position or other results of operations would have necessarily been had Aphria and Tilray operated as a single combined company as, at, or for the periods stated.

On March 11, 2021, the daily average rate of exchange posted by the Bank of Canada for conversion of U.S. dollars into Canadian dollars was US$1.00 equals C$1.2561

NO CANADIAN OR U.S. SECURITIES REGULATORY AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS JOINT PROXY STATEMENT/MANAGEMENT INFORMATION CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

Neither Aphria nor Tilray has authorized any Person to give any information or to make any representation in connection with the Arrangement or any other matters to be considered at the Aphria Meeting or the Tilray Meeting other than those contained in this Circular. If any such information or representation is given or made, such information or representation should not be relied upon as having been authorized or as being accurate. For greater certainty, to the extent that any information provided on either Aphria’s or Tilray’s website or by the proxy solicitation agent is inconsistent with this Circular, the information provided in this Circular should be relied upon.

This Circular does not constitute an offer to buy, or a solicitation of an offer to sell, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation.

Aphria Shareholders and Tilray Stockholders should not construe the contents of this Circular as legal, tax or financial advice and should consult with their own legal, tax, financial or other professional advisors.

All summaries of, and references to, the Arrangement Agreement, the Plan of Arrangement, the Aphria Support Agreements and the Tilray Support Agreements in this Circular are qualified in their entirety by, in

the case of the Arrangement Agreement, the complete text of the Arrangement Agreement, a copy of which is attached as Appendix “A” to this Circular and is available on Aphria’s SEDAR profile at www.sedar.com and on Tilray’s EDGAR profile at www.sec.gov, and in the case of the Plan of Arrangement, the complete text of the Plan of Arrangement, a copy of which is attached as Appendix “B” to this Circular, in the case of the Aphria Support Agreements, the complete text of the Aphria Support Agreements available on Aphria’s SEDAR profile at www.sedar.com and on Tilray’s EDGAR profile at www.sec.gov, and in the case of the Tilray Support Agreements, the complete text of the Tilray Support Agreements available on Aphria’s SEDAR profile at www.sedar.com and on Tilray’s EDGAR profile atwww.sec.gov. Aphria Shareholders and Tilray Stockholders are urged to carefully read the full text of the Plan of Arrangement and the Arrangement Agreement.

This Circular contains industry, market and competitive position data from our own internal estimates and research as well as industry and general publications and research surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Our internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and our management’s understanding of industry conditions. While we believe that each of these studies and publications is reliable, we have not independently verified market and industry data from third party sources. While we believe our internal company research is reliable and the market definitions are appropriate, neither such research nor these definitions have been verified by any independent source.

This Circular is dated March 12, 2021. Information contained in this Circular is given as of March 12, 2021, unless otherwise specifically stated and except for information contained in documents incorporated by reference herein, which is given as at the respective dates stated in such documents.

Certain statements in this Circular, including the documents incorporated by reference herein, constitutes forward-looking information or forward-looking statements under Canadian Securities Laws and within the meaning of Section 27A of the U.S. Securities Act and Section 21E of the U.S. Securities Exchange Act, which are intended to be covered by the safe harbour created by such sections and other applicable Laws. The forward-looking statements are expressly qualified by this cautionary statement. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future, and readers are cautioned that such statements may not be appropriate for other purposes. These statements may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of Aphria, Tilray or the Combined Company. Forward-looking statements are typically identified by words such as “expect”, “intend”, “anticipate”, “believe”, “contemplate”, “foresee”, “forecast”, “future”, “could”, “enable”, “potential”, “estimate”, “project”, “goal”, “plan”, “seek”, “strive”, “will”, “would” “may” and “should” and similar expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements reflect current beliefs of management of Aphria and Tilray with respect to future events and are based on information currently available to each respective management including based on reasonable assumptions, estimates, internal and external analysis and opinions of management of Aphria and Tilray concerning their experience, perception of trends, current conditions and expected developments as well as other factors that each respective management believes to be relevant as at the date such statements are made. Forward-looking statements involve significant known and unknown risks and uncertainties. Many factors could cause actual results, performance or achievement to be materially different from any future forward-looking statements. Aphria’s and Tilray’s estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. Aphria and Tilray can give no assurance that such estimates, beliefs and assumptions will prove to be correct. In particular, certain statements included in the sections entitled “Description of the Arrangement – Our Reasons for the Arrangement” and “Risks Related to the Combined Company” are forward-looking statements.

Any information or statements that are contained in this Circular, including the documents incorporated by reference herein, that are not statements of historical fact may be deemed to be forward-looking statements, including, but not limited to, statements with regards to:

Certain material factors or assumptions are applied in making forward-looking statements. With respect to the Arrangement and this Circular, the expectations and assumptions expressed or implied in the forward-looking statements, include, but are not limited to the ability of the parties to receive, in a timely manner and on satisfactory terms, Aphria Shareholder Approval, Tilray Stockholder Approval, Regulatory Approvals and stock exchange and Court approvals for the Arrangement, the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the Arrangement and other expectations and assumptions concerning the Arrangement.

The forward-looking statements contained in this Circular, including documents incorporated by reference herein, are subject to inherent risks and uncertainties and other factors which could cause actual results to differ materially from

those anticipated by the forward-looking statements. The factors which could cause results to differ from current expectations include, but are not limited to:

The foregoing risks or other risks arising in connection with the failure of the Arrangement, including the diversion of management attention from conducting the business of Aphria and Tilray may have a material adverse effect on Aphria’s and Tilray’s business operations, financial results and share price.

Readers are cautioned that the foregoing list of factors is not exhaustive. Other risks and uncertainties not presently known to Aphria and Tilray or that Aphria and Tilray presently believe are not material could also cause actual results or events to differ materially from those expressed in the forward-looking statements contained herein.

Additional information on these and other factors that could affect the operations or financial results of Aphria, Tilray or the Combined Company are included in reports filed by Aphria and Tilray with applicable securities regulatory authorities and may be accessed through EDGAR (www.sec.gov) and SEDAR (www.sedar.com), respectively. These risks and other factors are also discussed in more detail in this Circular under “Risk Factors”. Readers are encouraged to read such section in detail.

The forward-looking statements contained in this Circular, including the documents incorporated by reference herein, are expressly qualified in their entirety by this cautionary statement. Aphria and Tilray cannot guarantee that the results or events expressed or implied in any forward-looking statement and information will materialize and accordingly, readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Aphria’s and Tilray’s expectations only as of the date of this Circular (or in the case of forward-looking statements in a document incorporated by reference herein, as of the date indicated in such document). Aphria and Tilray disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

The following risk factors should be considered by Aphria Shareholders and Tilray Stockholders in evaluating whether to approve the Aphria Resolution and the Tilray Proposals, respectively. These risk factors should be considered in conjunction with the other information contained in or incorporated by reference into this Circular. These risk factors relate to the Arrangement. For information on risks and uncertainties relating to the business of Aphria, see “Additional Information Concerning Aphria and Documents Incorporated by Reference by Aphria” and for information on risks and uncertainties relating to the business of Tilray, see “Additional Information Concerning Tilray and Documents Incorporated by Reference by Tilray”.

The completion of the Arrangement is subject to a number of conditions precedent, some of which are outside Aphria’s and Tilray’s control, including receipt of the Final Order, receipt of Aphria Shareholder Approval, receipt of Tilray Stockholder Approval and receipt of Required Regulatory Approvals.

In addition, the completion of the Arrangement by Aphria and Tilray is conditional on, among other things, no Material Adverse Effect having occurred, or having been disclosed to the public (if previously undisclosed to the public) in respect of the other Party.

There can be no certainty, nor can Aphria or Tilray provide any assurance, that all conditions precedent to the Arrangement will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived and, accordingly, the Arrangement may not be completed. If the Arrangement is not completed, the market price of Aphria Shares and/or Tilray Shares may be adversely affected.

To complete the Arrangement, each of Aphria and Tilray must make certain filings with and obtain certain consents and approvals from various governmental and regulatory authorities. The Required Regulatory Approvals have not been obtained yet. The regulatory approval processes may take a lengthy period of time to complete, which could delay completion of the Arrangement. If obtained, the Required Regulatory Approvals may be conditioned, with the conditions imposed by the applicable Governmental Entity not being acceptable to either Aphria or Tilray, or, if acceptable, not being on terms that are favourable to the Combined Company. There can be no assurance as to the outcome of the regulatory approval processes, including the undertakings and conditions that may be required for approval or whether the Regulatory Approvals will be obtained. If not obtained, or if obtained on terms that are not satisfactory to either Aphria or Tilray, the Arrangement may not be completed.

If, for any reason, the Arrangement is not completed or its completion is materially delayed and/or the Arrangement Agreement is terminated, the market price of Aphria Shares and Tilray Shares may be materially adversely affected. Depending on the reasons for terminating the Arrangement Agreement, Aphria’s or Tilray’s business, financial condition or results of operations could also be subject to various material adverse consequences, including as a result of paying the Aphria Termination Amount or Tilray Termination Amount, as applicable, or the Transaction Expenses.

Additionally, the market price for Tilray Shares, the market price for the Aphria Shares, and the market price of stock of other companies operating in the cannabis industry, has been extremely volatile. The volatility of the market price for Aphria Shares and Tilray Shares may be based on speculative trading of each of Aphria Shares and Tilray Shares and merger arbitrage.

During the year ended December 31, 2020, the trading price of Tilray Shares ranged between a low sales price of US$2.43 and a high sales price of US$22.95 and included single day fluctuations as high as 64.13%. Additionally, during 2019, the trading price of Tilray Shares fluctuated between a low sales price of US$15.57 and a high sales price of US$106.00 per share. The market price of Tilray Shares may continue to be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond Tilray’s control, including the following: (i) actual or anticipated fluctuations in Tilray’s quarterly results of operations; (ii) recommendations by securities research analysts; (iii) changes in the economic performance or market valuations of other issuers that investors deem comparable to Tilray; (iv) the addition or departure of Tilray’s executive officers or other key personnel; (v) the

release or expiration of lock-up or other transfer restrictions on Tilray Shares, such as the release of 11.0 million Tilray Shares on April 3, 2020, 19.5 million shares, in aggregate, of Class 1 and Class 2 common stock on June 5, 2020, and 7.0 million Tilray Shares on December 14, 2020, each associated with Tilray’s downstream merger transaction in 2019; (vi) sales or perceived sales, or the expectation of future sales, of Tilray Shares; (vii) significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving Tilray or Tilray’s competitors; and (viii) news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in the cannabis industry or Tilray’s target markets.

During the year ended May 31, 2020, the trading price of Aphria Shares ranged between a low sales price of C$2.65 and a high sales price of C$10.08 and included single day fluctuations as high as 23.00%. Additionally, during 2019, the trading price of Aphria Shares fluctuated between a low sales price of C$4.76 and a high sales price of C$22.00 per share. The market price of Aphria Shares may continue to be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond Aphria’s control, including the following: (i) actual or anticipated fluctuations in Aphria’s quarterly results of operations; (ii) recommendations by securities research analysts; (iii) changes in the economic performance or market valuations of other issuers that investors deem comparable to Aphria; (iv) the addition or departure of Aphria’s executive officers or other key personnel; (v) the release or expiration of lock-up or other transfer restrictions on Aphria Shares; (vi) sales or perceived sales, or the expectation of future sales, of Aphria Shares; (vii) significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving Aphria or Aphria’s competitors; and (viii) news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in the cannabis industry or Aphria’s target markets.

Investors may also purchase Tilray Shares or Aphria Shares to hedge existing exposure in Tilray Shares or Aphria Shares or to speculate on the price of Tilray Shares or Aphria Shares. Speculation on the price of Tilray Shares or Aphria Shares may involve long and short exposures. To the extent aggregate short exposure exceeds the number of Tilray Shares or Aphria Shares available for purchase in the open market, investors with short exposure may have to pay a premium to repurchase Tilray Shares or Aphria Shares for delivery to lenders of such common shares. Those repurchases may, in turn, dramatically increase the price of Tilray Shares or Aphria Shares until investors with short exposure are able to purchase additional Tilray Shares or Aphria Shares, as applicable, to cover their short position. This phenomenon is often referred to as a “short squeeze”. A short squeeze could exacerbate volatile price movements in Tilray Shares or Aphria Shares that are not directly correlated to the operating performance or prospects of Tilray or Aphria, respectively. Once investors purchase the shares necessary to cover their short position, Tilray’s or Aphria’s share price will likely decline rapidly and substantially relative to its levels during the short squeeze with such decline being unrelated to operating performance or prospects of the company, and may not return to levels at or above those during the short squeeze for a long time or at all. As a result, if an investor purchases Tilray Shares or Aphria Shares during a short squeeze, the investor will be at an increased risk of failing to sell the shares at a price greater than what the investor paid for them and losing some or all of the investor’s investment.

Each of Aphria and Tilray has the right, in certain circumstances, in addition to termination rights relating to the failure to satisfy the conditions of closing, to terminate the Arrangement. Accordingly, there can be no certainty, nor can Aphria or Tilray provide any assurance that the Arrangement will not be terminated by either of Aphria or Tilray prior to the completion of the Arrangement. In addition, if the Arrangement is not completed by the Outside Date (subject to the right of either Party to extend such Outside Date by up to an additional 60 days if the Required Regulatory Approvals have not been obtained or the Final Order has not been obtained as a result of the COVID-19 pandemic, in each case, by such date as further described in the Arrangement Agreement), either Aphria or Tilray may choose to terminate the Arrangement Agreement. The Arrangement Agreement also includes termination amounts payable if the Arrangement Agreement is terminated in certain circumstances. Additionally, any termination will result in the failure to realize the expected benefits of the Arrangement in respect of the operations and business of Aphria and Tilray.

Under the Arrangement Agreement, each of Aphria and Tilray is required to pay to the other a termination amount of C$65 million in the event the Arrangement Agreement is terminated in connection with entry into a Superior Proposal. This termination amount may discourage other parties from attempting to acquire Aphria Shares or Tilray

Shares or otherwise make an Acquisition Proposal to Aphria or Tilray, even if those parties, in the case of Aphria, would otherwise be willing to offer greater value to Aphria Shareholders than that offered by Tilray under the Arrangement, or in the case of Tilray, would be willing to offer Tilray Stockholders a benefit greater than what the Transaction offers.

As the Arrangement is dependent upon receipt, among other things, of the Required Regulatory Approvals and satisfaction of certain other conditions, its completion is uncertain. If the Arrangement is not completed for any reason, there are risks that the announcement of the Arrangement and the dedication of Aphria’s and Tilray’s resources to the completion thereof could have a negative impact on their respective relationships with their stakeholders and could have a material adverse effect on the current and future operations, financial condition and prospects of each of Aphria and Tilray.

In addition, each of Aphria and Tilray will incur significant transaction expenses in connection with the Arrangement, regardless of whether the Arrangement is completed.

Each of Aphria and Tilray is subject to customary non-solicitation provisions under the Arrangement Agreement, pursuant to which, the Parties are restricted from soliciting, initiating or knowingly encouraging any Acquisition Proposal, among other things. The Arrangement Agreement also restricts them from taking specified actions until the Arrangement is completed without the consent of the other Party. These restrictions may prevent each Party from pursuing attractive business opportunities that may arise prior to the completion of the Arrangement.

The Exchange Ratio is fixed and will not increase or decrease due to fluctuations in the market price of Aphria Shares or Tilray Shares. The market price of Aphria Shares or Tilray Shares could each fluctuate significantly prior to the Effective Date in response to various factors and events, including, without limitation, as a result of the differences between Aphria’s and Tilray’s actual financial or operating results and those expected by investors and analysts, changes in analysts’ projections or recommendations, changes in general economic or market conditions, and broad market fluctuations. As a result of such fluctuations, historical market prices are not indicative of future market prices or the market value of the Tilray Shares that holders of Aphria Shares will receive on the Effective Date. There can be no assurance that the market value of the Tilray Shares that the holders of Aphria Shares will receive on the Effective Date will equal or exceed the market value of the Aphria Shares held by such Aphria Shareholders prior to the Effective Date. Similarly, there can be no assurance that the trading price of Tilray Shares will not decline following the completion of the Arrangement.

The foregoing risks or other risks arising in connection with the failure of the Arrangement, including the diversion of management attention from conducting the business of Aphria and Tilray, may have a material adverse effect on Aphria’s and Tilray’s business operations, financial results and share price.

The business and operations of the Combined Company will be subject to the risks described in the documents of Aphria and Tilray incorporated by reference in this Circular, including, without limitation, the risks described in Aphria’s annual information form for the year ended May 31, 2020 and in Aphria’s management’s discussion and analysis of financial condition and results of operations for the six months ended November 30, 2020 and Tilray’s Annual Report filed on Form 10-K for the year ended December 31, 2020, and certain unexpected, unforeseen or unknown risks. The Combined Company’s business, financial condition, results of operations and cash flows could be materially adversely affected by any of these risks. The market or trading price of Aphria’s and Tilray’s securities could decline due to any of these risks. Additional risks not presently known to Aphria and Tilray or that Aphria and Tilray currently considers immaterial may also prove to be material and may impair the Combined Company’s business and operations. In addition to risks associated with Aphria’s and Tilray’s business and operations, the following additional risks are associated with the Combined Company.

Aphria and Tilray intend to integrate their operations together. However, operational and strategic decisions and staffing decisions have not yet been made. As a result, the Arrangement will present challenges to management, including the integration of management structures, operations, information technology and accounting systems and

personnel of the two companies, and special risks, including possible unanticipated liabilities, unanticipated costs, diversion of management’s attention and the loss of key employees or customers. These decisions and the ‎integration of Aphria’s and Tilray’s global operations may present ‎challenges to management, ‎including the integration of systems and personnel, ‎and special risks, including possible unanticipated ‎liabilities, unanticipated costs, and the loss of key ‎employees.

The ability to realize the benefits of the Arrangement may depend in part on successfully consolidating ‎‎functions and integrating operations, procedures and personnel in a timely and efficient manner, as well ‎as on ‎the Combined Company’s ability to realize the anticipated growth opportunities and synergies, ‎efficiencies and cost ‎savings from integrating Aphria’s and Tilray’s businesses following ‎completion of the Arrangement. ‎‎The performance of the Combined Company after ‎completion of the ‎Transaction could be adversely affected if the Combined Company cannot retain key employees to ‎‎assist in the ongoing operations. As a result of these factors, it is ‎possible that the cost reductions and ‎synergies expected will not be realized.‎

The difficulties that management of the Combined Company encounters in the transition and integration processes could have an adverse effect on the revenues, level of expenses and operating results of the Combined Company. The amount and timing of the ‎synergies the Parties hope to realize may not occur as planned. ‎As a result of these factors, it is possible that any anticipated benefits from the Arrangement will not be realized.

The pro forma financial statements contained in this Circular are presented for illustrative purposes only and may not be an indication of the Combined Company’s financial condition or results of operations following the Arrangement for a number of reasons (including challenges related to the COVID-19 pandemic). For example, the pro forma financial statements have been derived from the historical financial statements of Aphria and Tilray and certain adjustments and assumptions have been made regarding the Combined Company after giving effect to the Arrangement. The information upon which these adjustments and assumptions have been made is preliminary, and these types of adjustments and assumptions are difficult to make with complete accuracy. Moreover, the pro forma financial statements do not reflect all costs that are expected to be incurred by the Combined Company in connection with the Arrangement. For example, the impact of any incremental costs incurred in integrating Aphria and Tilray is not reflected in the pro forma financial statements. As a result, the actual financial condition and results of operations of the Combined Company following the Arrangement may not be consistent with, or evident from, these pro forma financial statements. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the Combined Company's financial condition or results of operations following the Arrangement (including challenges related to the COVID-19 pandemic). Any potential decline in the Combined Company’s financial condition or results of operations may cause a significant decrease in the stock price of Tilray.

Based on number of outstanding Aphria Shares as of March 12, 2021, Tilray currently expects to issue and make available for issuance at the Effective Time an aggregate of 298,450,205 Tilray Shares. The issuance of these shares, and the sale of Tilray Shares in the public market from time to time, could depress the market price for Tilray Shares.

The Combined Company may be required to draw down or incur additional Indebtedness under its credit facilities or other sources of debt financing. The additional Indebtedness will increase the interest payable by the Combined Company from time to time until such amounts are repaid, which will represent an increase in the Combined Company’s cost and a potential reduction in its income. In addition, the Combined Company may need to find additional sources of financing to repay this amount when it becomes due.

Tilray is a Delaware corporation. Aphria is a company continued under the OBCA. Upon completion of the Arrangement, Aphria Shareholders will become Tilray Stockholders and their rights as stockholders will be governed by the Current Tilray Organizational Documents and Delaware Law. Certain of the rights associated with Tilray Shares under Delaware Law are different from the rights associated with Aphria Shares under the OBCA. For a discussion of the different rights associated with Tilray Shares, see Appendix “J” to this Circular.

Tilray is located outside Canada and, following the Effective Time, certain of its directors, officers and experts are expected to reside outside of Canada. Accordingly, it may not be possible for Tilray Stockholders to effect service of process within Canada upon the Combined Company or the majority of its directors, officers or experts, or to enforce judgments obtained in Canadian courts against the Combined Company or the majority of its directors, officers or experts.

The Combined Company expects significant competition from other companies. Some of these companies may have significantly greater financial, technical, marketing and other resources than the Combined Company, may be able to devote greater resources to the development, promotion, sale and support of their products and services, and may have more extensive customer bases and broader customer relationships. The Combined Company’s future success depends upon its ability to achieve competitive per unit costs through increased production and on its ability to produce and sell higher margin products. To the extent that the Combined Company is not able to produce its products at competitive prices or consumers prioritize established low margin products over innovative, higher margin products, the Combined Company’s business, financial condition and results of operations could be materially and adversely affected.

Should the size of the cannabis market increase as projected, the overall demand for products and number of competitors will increase as well, and in order for the Combined Company to be competitive it will need to invest significantly in research and development, market development, marketing, production expansion, new client identification, distribution channels and client support. If the Combined Company is not successful in obtaining sufficient resources to invest in these areas, the Combined Company’s ability to compete in the market may be adversely affected, which could materially and adversely affect the Combined Company’s business, financial condition, results of operations and prospects.

For a detailed discussion of the competition risks applicable to the Combined Company, see the “Competition” risk factor in Aphria’s annual information form for the year ended May 31, 2020 and Aphria’s management’s discussion & analysis for the three and six months ended November 30, 2020, and “Risks related to the Arrangement” and “Risks related to Adult-Use Cannabis” risk factors in Tilray’s Annual Report on Form 10-K for its fiscal year ended December 31, 2020.

The Combined Company intends to maintain a full supply chain for the provision of products and services to the regulated cannabis industry. Due to the novel regulatory landscape for regulating cannabis in Canada, the European Union, and other international markets in which the Company will do business, and the variability surrounding the regulation of cannabis in the U.S., the Combined Company’s third-party suppliers, manufacturers and contractors may elect, at any time, to decline or withdraw services necessary for the Combined Company’s operations. Loss of these suppliers, manufacturers and contractors, including for non-cannabis based products coming from the U.S., may have a material adverse effect on the Combined Company’s business, financial condition, results of operations and prospects.

In addition, any significant interruption, negative change in the availability or economics of the supply chain or increase in the prices for the products or services provided by any such third party suppliers, manufacturers and contractors could materially impact the Combined Company’s business, financial condition, results of operations and prospects. Any inability to secure required supplies and services or to do so on appropriate terms could have a materially adverse impact on the Combined Company’s business, financial condition, results of operations and prospects.

For a detailed discussion of the competition risks applicable to the Combined Company, see the “Reliance on Third Party Suppliers, Manufacturers and Contractors” risk factor in Aphria’s annual information form for the year ended May 31, 2020 and Aphria’s management’s discussion & analysis for the three and six months ended November 30, 2020, and “General Business Risks and Risk Related to Our Financial Conditions and Operations,” “Risks Related to the Medical Cannabis Business” and “Risks Related to COVID-19” risk factors in Tilray’s Annual Report on Form 10-K for its fiscal year ended December 31, 2020.

The Combined Company operates in a highly regulated and rapidly evolving market. The laws, regulations and guidelines generally applicable to the cannabis industry domestically and internationally may change in ways currently unforeseen. The Combined Company’s operations are subject to a variety of laws, regulations, guidelines and policies, whether in Canada, the European Union, the United States or elsewhere, relating to the cultivation, manufacture, import, export, management, transportation, storage, packaging/labelling, advertising and promotion, sale, health and safety and disposal of cannabis, including, but not limited to, the Cannabis Act, any regulations thereunder, and laws, regulations, guidelines and policies relating to drugs, controlled substances, health and safety, the conduct of operations and the protection of the environment, and applicable stock exchange rules and regulations. Any amendment to or replacement of existing laws, regulations, guidelines or policies may cause adverse effects to the Combined Company’s operations. The risks to the Combined Company’s business represented by subsequent regulatory changes could reduce the addressable market for the Combined Company’s products and could materially and adversely affect the Combined Company’s business, financial condition, results of operations and prospects.

For a detailed discussion of the competition risks applicable to the Combined Company, see the “Highly Regulated Industry” risk factor in Aphria’s annual information form for the year ended May 31, 2020 and Aphria’s management’s discussion & analysis for the three and six months ended November 30, 2020, and “Risks Related to Adult-Use Cannabis” and “Risks Related to the Medical Cannabis Business” risk factors in Tilray’s Annual Report on Form 10-K for its fiscal year ended December 31, 2020.

The Arrangement is expected to qualify as a “reorganization” under section 368(a) of the Internal Revenue Code. However, there can be no assurance that the Internal Revenue Service (“IRS”) will agree with or not otherwise challenge this position on the tax treatment of the Arrangement, which could result in the Arrangement being treated as a taxable exchange. Neither Aphria nor Tilray has applied for a ruling or received a tax opinion of counsel related to the Arrangement and neither intends to do so.

Since Aphria and its non-U.S. Subsidiaries will become wholly owned Subsidiaries of Tilray after completion of the Arrangement, the profits of Aphria and its Subsidiaries may be subject to U.S. taxation prior to distribution to shareholders, which could increase the effective tax rate on such income. For example, Aphria and its non-U.S. Subsidiaries will become “controlled foreign corporations” under U.S. federal income tax law, which will subject certain types of income to anti-deferral rules. In addition, distributions from Aphria to Tilray may be subject to U.S. federal income tax or withholding prior to or at the time of distribution to shareholders. This could have the effect of increasing the effective income tax rate applicable to such income in comparison to the current effective income tax rate on Aphria’s income. Post-Arrangement restructuring may help to mitigate this risk, but there can be no guarantee that any such restructuring transactions will not themselves be taxable.

Changes to the U.S. federal income tax laws are proposed regularly and there can be no assurance that, if enacted, any such changes would not have an adverse impact on the Combined Company. For example, President Biden has suggested the reversal or modification of some portions of the 2017 U.S. tax legislation and certain of these proposals, if enacted, could result in a higher U.S. corporate income tax rate than is currently in effect and thereby increase the effective tax rate of the Combined Company following the Arrangement compared to current expectations. There can be no assurance that any such proposed changes will be introduced as legislation, or if they are introduced that they would be enacted, or if enacted what form they would take.

The Aphria Meeting will be held online on April 14, 2021 at 4:00 p.m. (Eastern time) via live audio webcast at www.virtualshareholdermeeting.com/APHA2021 . 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 their Aphria form of proxy or voting instruction form, as applicable.

At the Aphria Meeting, Aphria Shareholders will be asked:

The Aphria Board unanimously recommends that Aphria Shareholders vote FOR the Aphria Resolution. To be effective, the Aphria Resolution must be approved, with or without variation, by the affirmative vote of at least two-thirds of the votes cast on the Aphria Resolution by Aphria Shareholders virtually present or represented by proxy at the Aphria Meeting.

The record date for determining the Aphria Shareholders entitled to receive notice of and to vote at the Aphria Meeting is March 12, 2021. Only Aphria Shareholders of record as of the close of business (Eastern time) on the Aphria Record Date are entitled to receive notice of and to vote at the Aphria Meeting.

This Circular is furnished by management of Aphria in connection with the solicitation of proxies for use at the Aphria Meeting to be held online on April 14, 2021 at 4:00 p.m. (Eastern time) via live audio webcast at www.virtualshareholdermeeting.com/APHA2021 , and at any postponements or adjournments of the Aphria Meeting. To participate in the Aphria Meeting, Aphria Shareholders will need their unique 16-digit control number included on their Aphria form of proxy or voting instruction form, as applicable.

The solicitation of proxies by this Circular is being made by or on behalf of management of Aphria. It is expected that the solicitation will be made primarily by mail, but proxies may also be solicited by telephone, over the internet or in writing. In addition, Aphria has retained the services of Laurel Hill to solicit proxies for a fee of approximately C$150,000, and Aphria has also agreed to reimburse out-of-pocket expenses of Laurel Hill and to indemnify it against certain liabilities arising out of or in connection with such engagement. The cost of the solicitation will be borne by Aphria.

The quorum for the Aphria Meeting is two or more shareholders or proxyholders holding or representing not less than 10% of the Aphria Shares entitled to be voted at the Aphria Meeting.

Only registered Aphria Shareholders and duly appointed proxyholders are entitled to vote at the Aphria Meeting. Each registered Aphria Shareholder has one vote for each Aphria Share held at the close of business on the Aphria Record Date. As of the Aphria Record Date, there were 316,795,419 Aphria Shares outstanding. Non-registered Aphria Shareholders who have not made arrangements for the due appointment of themselves as proxyholder will not be able to vote at the Aphria Meeting but may attend the Aphria Meeting and ask questions.

In all cases, registered Aphria Shareholders must ensure the form of proxy is received at least 48 hours (excluding non-Business Days) before the Aphria Meeting, or the adjournment thereof, at which the form of proxy is to be used.

These meeting materials are being sent to both registered and non-registered Aphria Shareholders. If you are a non-registered Aphria Shareholder and Aphria or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

Aphria Shareholders whose Aphria Shares are not registered in their own name are referred to in this Circular as “beneficial Aphria Shareholders”. There are two kinds of beneficial Aphria Shareholders: those who have objected to their name being made known to Aphria (called “OBOs” for Objecting Beneficial Owners) and those who have not objected (called “NOBOs” for Non-Objecting Beneficial Owners).

Aphria can request and obtain a list of their NOBOs from Intermediaries via its transfer agent and can use this NOBO list for distribution of proxy-related materials directly to NOBOs. Aphria has decided not to directly send proxy-related materials to its NOBOs. If you are a NOBO, your Intermediary will have provided to you a voting instruction form. Please return your instructions as specified in the voting instruction form. NOBOs that wish to attend the Aphria Meeting and vote in person (or appoint someone else to attend the Aphria Meeting and vote on such NOBOs’ behalf) can appoint themselves (or someone else) as a proxyholder by following the applicable instructions on the voting instruction form.

Applicable regulatory policy requires intermediaries to seek voting instructions from beneficial Aphria Shareholders. Every Intermediary has its own mailing procedures and provides its own return instructions to clients. However, the majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails its voting instruction form, which may be scanned, in lieu of the form of proxy. Beneficial Aphria Shareholders will be requested to complete and return the voting instruction form to Broadridge by mail. Alternatively, beneficial Aphria Shareholders can call a toll-free telephone number or access the internet to vote. The toll-free number and website will be provided by Broadridge on its voting instruction form. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Aphria Shares

to be represented at the Aphria Meeting. A beneficial Aphria Shareholder cannot use a voting instruction form to vote Aphria Shares directly at the Aphria Meeting, as the voting instruction form must be returned as directed by Broadridge in advance of the Aphria Meeting in order to have the Aphria Shares voted.

Aphria will arrange for copies of its meeting materials for the Aphria Meeting to be delivered to OBOs and is responsible for paying the fees and costs of Intermediaries for their services in delivering proxy-related materials to OBOs in accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer. Applicable regulatory policy requires Intermediaries to whom meeting materials have been sent to seek voting instructions from OBOs in advance of the Aphria Meeting. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by OBOs in order to ensure that their Aphria Shares are voted at the Aphria Meeting. Often, the form of proxy supplied to an OBO by its Intermediary is identical to that provided to registered Aphria Shareholders. However, its purpose is limited to instructing the registered Aphria Shareholder how to vote on behalf of the OBO. OBOs are requested to complete and return the voting instruction form in accordance with the instructions set out on that form. The voting instruction form must be returned as directed well in advance of the Aphria Meeting in order to have the Aphria Shares voted. OBOs that wish to attend the Aphria Meeting and vote in person (or appoint someone else to attend the Aphria Meeting and vote on such OBOs’ behalf) can appoint themselves (or someone else) as proxyholder by following the applicable instructions.

Beneficial Aphria Shareholders are not entitled, as such, to vote online at the Aphria Meeting or to deliver a form of proxy. Beneficial Aphria Shareholders should carefully follow the voting instructions they receive, including those on how and when voting instructions are to be provided, in order to have their Aphria Shares voted at the Aphria Meeting.

Beneficial Aphria Shareholders located in the United States who wish to attend, submit questions or vote at the Aphria Meeting or, if permitted, appoint a third party as their proxyholder, must obtain a valid legal proxy from their intermediary. Beneficial Aphria Shareholders located in the United States must follow the instructions from their intermediary included with the legal proxy form and the voting instruction form sent to them, or contact their intermediary to request a legal proxy form if they have not received one. The legal proxy form will be mailed to the person and address written on the voting instruction form. After obtaining a valid legal proxy from their intermediary, the beneficial Aphria Shareholders located in the United States must then submit such legal proxy to Broadridge. Requests for registration from beneficial Aphria Shareholders located in the United States that wish to attend, submit questions or vote at the Aphria Meeting or, if permitted, appoint a third party as their proxyholder must be sent by fax to +1-905-507-7793 or +1-514-281-8911, or, by courier to Broadridge at 2601 14th Avenue, Markham, Ontario, Canada, L3R 0H9, and in both cases, must be labeled as “legal proxy” and received by no later than 4:00 p.m. (Eastern time) on April 12, 2021. Sufficient time must be given to Broadridge for the mailing and return of the legal proxy by this deadline.

Aphria is holding the Aphria Meeting in a virtual-only format, which will be conducted via live audio webcast online at www.virtualshareholdermeeting.com/APHA2021. Aphria Shareholders will not be able to attend the Aphria Meeting in person. Participating at the Aphria Meeting online enables registered Aphria Shareholders and duly appointed proxyholders (including those acting in accordance with the voting instructions received from beneficial Aphria Shareholders) to vote at the appropriate times during the Aphria Meeting. Guests are able to listen to the Aphria Meeting but are not able to ask questions or vote at the Aphria Meeting.

To log in to the Aphria Meeting online visit www.virtualshareholdermeeting.com/APHA2021 on your smart phone, tablet or computers and check-in using the 16-digit control number included on your form of proxy or voting instruction form, as applicable. You should ensure you have a strong preferably high-speed, internet connection wherever you intend to participate in the Aphria Meeting. The Aphria Meeting will begin promptly at 4:00 p.m. (Eastern time) on April 14, 2021; however, it is recommended that you access the Aphria Meeting link online at least 30 minutes prior to the commencement of the Aphria Meeting and test your compatibility using the “ Click Here ” prompt and if necessary upgrade the media player on your device. You will be able to log in 15 minutes before the Aphria Meeting starts. To log in, click on one of the following choices:

When successfully authenticated, the information screen will be displayed. You can view information about Aphria, ask questions, vote (where applicable) and listen to the live audio webcast.

Even if you plan to attend the Aphria Meeting, we recommend that you vote in advance, so that your vote will be counted if you later decide not to attend the Aphria Meeting.

Aphria expects to hold, to the extent feasible and practical, a live question and answer session in connection with the Aphria Meeting. Questions will be sent to be moderated before being sent to the Chair of the Aphria Meeting. Aphria reserves the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to the Aphria Meeting matters or are otherwise inappropriate.

A proxy is a document that authorizes someone else to attend the Aphria Meeting and cast the votes for a registered Aphria Shareholder. Aphria Shareholders who are unable to attend the virtual Aphria Meeting and vote may still vote by appointing a proxyholder.

An Aphria Shareholder has the right to appoint a person (who need not be an Aphria Shareholder) to represent the Aphria Shareholder at the Aphria Meeting other than the persons designated in the form of proxy. To do so, you can appoint either yourself or such other person (other than the named proxyholders) online at www.proxyvote.com using the 16-digit control number provided on the form of proxy or voting instruction form, as this will reduce the risk of any mail disruptions in the current environment and will allow you to share the unique “Appointee Information” you have created with the person you have appointed to represent you at the Aphria Meeting more easily. If you do not designate a proxyholder or appointee when completing your form of proxy, or if you do not provide the exact “Appointee Identification Number” and “Appointee Name” to any other person (other than the named proxyholders) who has been appointed to access and vote at the Aphria Meeting on your behalf, that other person will not be able to access the meeting and vote on your behalf.

If you are a non-registered Aphria Shareholder and wish to virtually attend the Aphria Meeting, participate or vote at the Aphria Meeting, you have to insert your own name in the space provided on the voting instruction form sent to you by your Intermediary AND appoint yourself as your proxyholder, as described above. By doing so, you are instructing your Intermediary to appoint you as proxyholder.

If you have properly filled out, signed and delivered your proxy, then your proxyholder can vote your Aphria Shares for you at the Aphria Meeting. The Aphria Shares represented by the proxy will be voted or withheld from voting in accordance with the instructions of the Aphria Shareholder on any ballot that may be called for and, if the Aphria

Shareholder specifies a choice with respect to any matter to be acted upon, the Aphria Shares will be voted accordingly. If you sign and return your form of proxy without designating a proxyholder and do not give voting instructions, the Aphria Shares represented by such proxy will be voted FOR the approval of the Aphria Resolution.

The enclosed form of proxy confers discretionary authority upon the proxy nominee with respect to any amendments or variations to the matters identified in the Notice of Aphria Meeting and any other matters which may properly come before the Aphria Meeting. If any such amendments or variations are proposed to the matters described in the Notice of Aphria Meeting or if any other matters properly come before the Aphria Meeting, the proxyholder may vote your Aphria Shares as he or she considers best. The Aphria Board is not currently aware of any amendments to the matters to be presented for action at the Aphria Meeting or of any other matters to be presented for action at the Aphria Meeting.

A registered Aphria Shareholder who has submitted a proxy may revoke it at any time prior to it being exercised by: (a) voting again on the internet or by telephone or by any other means permitted by law; or (b) delivering a signed written notice changing their instructions to Chief Legal Officer of Aphria no later than April 13, 2021 (or the Business Day prior to the date of any adjournment, if the Aphria Meeting is adjourned) at 1 Adelaide Street East, Suite 2310, Toronto, ON, M5C 2V9, Attention: Christelle Gedeon, Chief Legal Officer (email: info @aphria.com ) or to the chair of the Aphria Meeting on the day of the Aphria Meeting (or any adjournment, if the Aphria Meeting is adjourned) at chair@aphria.com.

Aphria Support Agreement

On December 15, 2020, concurrently with the execution of the Arrangement Agreement, Tilray entered into the Aphria Support Agreements with the Aphria Supporting Shareholders.

The Aphria Supporting Shareholders beneficially own, directly or indirectly, or exercise control or direction over, in the aggregate, Aphria Shares representing less than 1% of the outstanding Aphria Shares as of the date of this Circular and have agreed, subject to the terms of the Aphria Support Agreements, to, inter alia, vote their Aphria Shares in favour of the Aphria Resolution and any other matters necessary for the consummation of the Arrangement.

The following is a summary of the principal terms of the Aphria Support Agreements. This summary does not purport to be complete and is qualified in its entirety by the complete text of the Aphria Support Agreements, copies of each which are available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Under the Aphria Support Agreement entered into between Tilray and the Aphria Supporting Shareholders, the Aphria Supporting Shareholders have agreed, inter alia:

deliver or cause to be delivered to Tilray a copy of the duly executed voting instruction form(s) to the Intermediary through which the Aphria Supporting Shareholder holds its beneficial interest in the Aphria Subject Shares instructing that the Aphria Subject Shares be voted at the Aphria Meeting in favour of the Aphria Resolution and/or any matter that could be expected to facilitate the Arrangement;

On the Aphria Record Date, there were 316,795,419 outstanding Aphria Shares. Each Aphria Share carries the right to vote.

There are no Aphria Shareholders, that to the knowledge of Aphria management owned beneficially, or exercised control or direction over more than 10% of the total outstanding Aphria Shares.

On the Aphria Record Date, directors and executive officers of Aphria and their affiliates beneficially owned and had the right to vote 332,377 Aphria Shares, representing less than 1% of the total outstanding Aphria Shares.

Representatives of PricewaterhouseCoopers LLP, Aphria’s independent auditors, plan to attend the Aphria Meeting and will be available to answer questions. Representatives of PricewaterhouseCoopers LLP will also have an opportunity to make a statement at the Aphria Meeting if they so desire.

Under the provisions of the Interim Order, registered Aphria Shareholders will have the right to dissent with respect to the Aphria Resolution. If the Arrangement becomes effective, any registered Aphria Shareholder that dissents and complies with the applicable provisions of the OBCA as amended or supplemented by the Plan of Arrangement and the Interim Order will be entitled to be paid the fair value of its Aphria Shares by Aphria. This right to dissent is described in this Circular and in the Plan of Arrangement which is attached to this Circular as Appendix “B”. If you want to dissent in respect of the Aphria Resolution, you must provide a written dissent notice to the attention of the Chief Legal Officer of Aphria, 1 Adelaide Street East, Suite 2310, Toronto, ON, M5C 2V9, Attention: Christelle Gedeon, Chief Legal Officer (email: info@aphria.com), not later than 4:00 p.m. (Eastern time) on the date that is two Business Days immediately prior to the Aphria Meeting or any date to which the Aphria Meeting may be postponed or adjourned. If you do not strictly comply with this requirement, you could lose your right to dissent.

This Circular is being provided to Tilray Stockholders as part of a solicitation of proxies by the Tilray Board for use at the Tilray Meeting to be held at the time and place specified below and at any properly convened meeting following an adjournment or postponement thereof. This Circular provides Tilray Stockholders with information they need to know to be able to vote or instruct their vote to be cast at the Tilray Meeting.

The Tilray Meeting will be held online via live audio webcast on April 16, 2021 at 11:00 a.m. (Eastern time). There will be no physical location for Tilray Stockholders to attend. Tilray Stockholders may only participate by logging in at www.virtualshareholdermeeting.com/TLRY2021SM, where you will be able to attend the Tilray Meeting via live audio webcast. Online check-in will begin at 10:45 a.m. (Eastern time), and you are encouraged to allow ample time for the online check-in procedures. To participate in the Tilray Meeting, Tilray Stockholders will need their unique 16-digit control number included on their Tilray proxy card (printed in the box and marked by the arrow) or the instructions that accompanied the proxy materials. Tilray intends to mail this Circular and the enclosed form of proxy to the Tilray Stockholders entitled to vote at the Tilray Meeting on or about March 12, 2021.

The Tilray Meeting is being called for the following purposes:

The Tilray Charter Amendment Proposal, the Tilray Share Issuance Proposal, the Tilray Advisory Compensation Proposal and the Tilray Adjournment Proposals are together referred to as the “Tilray Proposals”.

On December 15, 2020, the Tilray Board unanimously approved and declared advisable the Arrangement Agreement and the transactions contemplated by the Arrangement Agreement, including the Arrangement, and determined that the Arrangement Agreement and the transactions contemplated by the Arrangement Agreement, including the Arrangement, are advisable, fair to and in the best interests of Tilray and its stockholders.

On February 19, 2021, the Tilray Board unanimously approved and declared advisable the Tilray Charter Amendment Proposals.

Accordingly, the Tilray Board unanimously recommends that Tilray Stockholders vote FOR the Tilray Proposals.

The approval of Tilray Stockholders to each of the Tilray Charter Amendment Proposal and the Tilray Share Issuance Proposal is required in order to complete the Arrangement.

Tilray Stockholders should carefully read this Circular, including any documents incorporated by reference, and the appendices in their entirety for more detailed information concerning the Arrangement and the other transactions contemplated by the Arrangement Agreement.

Only holders of record of Tilray Class 2 Common Stock at the close of business on March 12, 2021 will be entitled to notice of, and to vote at, the Tilray Meeting or any adjournments or postponements thereof.

As of the Tilray Record Date, there were 178,841,550 shares of Tilray Class 2 Common Stock outstanding and entitled to vote at the Tilray Meeting. Each share of Tilray Class 2 Common Stock outstanding on the Tilray Record Date entitles the holder thereof to one vote on each proposal to be considered at the Tilray Meeting.

This Circular is furnished by management of Tilray in connection with the solicitation of proxies for use at the Tilray Meeting to be held virtually at www.virtualshareholdermeeting.com/TLRY2021SM on April 16, 2021 at 11:00 a.m. (Eastern time), and at any postponements or adjournments of the Tilray Meeting.

The solicitation of proxies by this Circular is being made by or on behalf of management of Tilray. It is expected that the solicitation will be made primarily by mail, but proxies may also be solicited by telephone, over the internet or in writing. In addition, Tilray has retained the services of MacKenzie Partners to solicit proxies for a fee of approximately $20,000, and Tilray has also agreed to reimburse out-of-pocket expenses of MacKenzie Partners and to indemnify it against certain liabilities arising out of or in connection with such engagement. The cost of the solicitation will be borne by Tilray.

The presence at the Tilray Meeting, by remote participation or represented by proxy, of the holders of a majority of the voting power of the stock issued and outstanding and entitled to vote thereat as of the Tilray Record Date, will constitute a quorum for the transaction of business at the Tilray Meeting.

Only registered Tilray Stockholders are entitled to vote at the Tilray Meeting. Each registered Tilray Stockholder has one vote for each Tilray Share held at the close of business on the Tilray Record Date. As of the Tilray Record Date, there were 178,841,550 Tilray Shares outstanding. To the knowledge of the directors and executive officers of Tilray, no person or corporation beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of Tilray.

Abstentions will count for the purpose of determining the presence of a quorum for the transaction of business at the Tilray Meeting.

If you are a registered Tilray Stockholder, there are two ways in which you can vote your Tilray Shares. You can either vote online at the Tilray Meeting or you can vote by proxy. As indicated on the form of proxy, you may vote your Tilray Shares by mail, phone or Internet following the instructions provided.

Whether you vote by Internet, phone, or mail, your Tilray proxy card must be received no later than 11:59 pm on April 15, 2021 (Eastern Time). We strongly urge you to vote in advance by proxy by signing and dating the enclosed Tilray proxy card and returning it in the postage-paid envelope provided or by voting via the internet or by telephone before the Tilray Meeting by following the instructions provided on the enclosed Tilray proxy card and above.

Subject to health concerns relating to COVID-19 which may require Tilray to implement alternative procedures to protect the health and welfare of Tilray’s employees and stockholders. If you are a Tilray Stockholder and would like to examine the complete list of Tilray Stockholders entitled to vote at the Tilray Meeting, please contact Tilray’s Investor Relations department 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” to make alternate arrangements. A complete list of Tilray Stockholders entitled to vote at the Tilray Meeting will also be available for inspection during the Tilray Stockholder through the virtual meeting website.

If your Tilray Shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and the proxy materials are being forwarded to you by your broker or other nominee together with a voting instruction card. Unless your broker has discretionary authority to vote on certain matters, your broker will not be able to vote your Tilray Shares without instructions from you. Brokers are not expected to have discretionary authority to vote for any of the proposals. To make sure that your vote is counted, you should instruct your broker to vote your shares, following the procedures provided by your broker. Many brokers solicit voting instructions over the Internet or by telephone.

As the beneficial owner, you are also invited to attend the Tilray Meeting. However, you may not vote shares held in street name during the meeting unless you obtain a proxy, executed in your favor, from the holder of record (i.e., your broker).

Tilray is holding the Tilray Meeting in a virtual-only format, which will be conducted via live audio webcast online at www.virtualshareholdermeeting.com/TLRY2021SM. Tilray Stockholders will not be able to attend the Tilray Meeting in person. Participating at the Tilray Meeting online enables registered Tilray Stockholders to vote at the appropriate times during the Tilray Meeting.

To log in to the Tilray Meeting online visit www.virtualshareholdermeeting.com/TLRY2021SM on your smart phone, tablet or computers and check-in using the 16-digit control number included on your Tilray proxy. You should ensure you have a strong preferably high-speed, internet connection wherever you intend to participate in the Tilray Meeting. The Tilray Meeting will begin promptly at 11:00 a.m. (Eastern time) on April 16, 2021; however, it is recommended that you access the Aphria Meeting link online at least 30 minutes prior to the commencement of the Tilray Meeting and test your compatibility using the “ Click Here ” prompt and if necessary upgrade the media player on your device. You will be able to log in 15 minutes before the Tilray Meeting starts.

When successfully authenticated, the information screen will be displayed. You can view information about Tilray, ask questions, vote (where applicable) and listen to the live audio webcast.

Even if you plan to attend the Tilray Meeting, we recommend that you vote in advance, so that your vote will be counted if you later decide not to attend the Tilray Meeting.

If you have properly filled out, signed and delivered your proxy, then your proxyholder can vote your Tilray Shares for you at the Tilray Meeting. The Tilray Shares represented by the proxy will be voted or withheld from voting in accordance with the instructions of the Tilray Stockholder on any ballot that may be called for and, if the Tilray

Stockholder specifies a choice with respect to any matter to be acted upon, the Tilray Shares will be voted accordingly. If a choice is not so specified with respect to any such matter, and the persons named in the enclosed form of proxy have been appointed as proxyholder, the Tilray Shares represented by such proxy will be voted FOR the Tilray Proposals.

The enclosed form of proxy confers discretionary authority upon the proxy nominee with respect to any amendments or variations to the matters identified in the Notice of Tilray Meeting and any other matters which may properly come before the Tilray Meeting. If any such amendments or variations are proposed to the matters described in the Notice of Tilray Meeting or if any other matters properly come before the Tilray Meeting, the proxyholder may vote your Tilray Shares as he or she considers best. The Tilray Board is not currently aware of any amendments to the matters to be presented for action at the Tilray Meeting or of any other matters to be presented for action at the Tilray Meeting.

A registered Tilray Stockholder who has submitted a proxy may revoke it at any time prior to it being exercised. If the Tilray Stockholder is a registered holder, the Tilray Stockholder can do this in one of three ways: First, before the Tilray Meeting, deliver a signed notice of revocation of proxy to the Secretary of Tilray at the address specified below. Second, complete and submit a later-dated Tilray proxy card. Third, attend the Tilray Meeting and vote at the meeting. Attendance at the Tilray Meeting alone will not revoke a previous proxy; rather, the registered Tilray Stockholder must also vote at the Tilray Meeting in order to revoke the previously submitted proxy.

To change proxy directions by mail, Tilray Stockholders should send any notice of revocation or a completed new Tilray proxy card, as the case may be, to Tilray at the following address: Tilray, Inc., c/o Corporate Secretary, 1100 Maughan Road, Nanaimo, BC, Canada, V9X IJ2.

If you have instructed a broker to vote your shares and wish to change your vote, you must follow directions received from your broker to change those instructions.

On December 15, 2020, concurrently with the execution of the Arrangement Agreement, Aphria entered into the Tilray Support Agreements with the Tilray Supporting Stockholders.

The Tilray Supporting Stockholders beneficially own, directly or indirectly, or exercise control or direction over, in the aggregate, Tilray Shares representing approximately 6.6% of the outstanding Tilray Shares as of the date of this Circular and have agreed, subject to the terms of the Tilray Support Agreements, to, inter alia , vote their Tilray Shares in favour of the Arrangement and any other matters necessary for the consummation of the Arrangement.

Pursuant to the Tilray Support Agreement entered into between Aphria and Brendan Kennedy, Mr. Kennedy provided additional covenants to, among other things, (i) vote his Tilray Subject Shares in favor of certain governance measures and in support of any other measures put forward by management of the Combined Company, and (ii) refrain from certain actions, directly and indirectly, including nominating, encouraging or recommending any person for election or submitting any proposals for consideration at any meeting of Tilray’s stockholders, for a period from and after the Effective Time until the Business Day immediately following the second annual general meeting of Tilray Stockholders to occur after the Effective Time.

The foregoing is a summary of the principal terms of the Tilray Support Agreements. This summary does not purport to be complete and is qualified in its entirety by the complete text of the Tilray Support Agreements, copies of each which are available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

On December 15, 2020, Brendan Kennedy, Tilray’s Chief Executive Officer, submitted an irrevocable letter of resignation and release (the “Letter of Resignation”) whereby Mr. Kennedy resigned from all positions held at Tilray (other than as a member of the Tilray Board), with such resignations to be effective upon the Effective Time. The Letter of Resignation also includes a form of release agreement to be entered into between Mr. Kennedy and Tilray as of the Effective Time, whereby, in consideration for the benefits that Mr. Kennedy may receive as a result of the completion of the Arrangement, including a severance payment and full accelerated vesting of all equity awards, Mr. Kennedy agreed to release Tilray from certain claims Mr. Kennedy and his related parties may have against Tilray arising prior to the Effective Time. The Letter of Resignation will become null and void if the Arrangement Agreement terminates without the closing of the Arrangement having occurred.

The foregoing is a summary of the principal terms of the Letter of Resignation. This summary does not purport to be complete and is qualified in its entirety by the complete text of the Letter of Resignation, a copy of which is available on EDGAR at www.sec.gov.

Shares Beneficially Held by Principal Holders of Securities and Directors and Executive Officers

On the Tilray Record Date, there were 178,841,550 outstanding Tilray Shares. Each Tilray Share carries the right to vote.

To the knowledge of the directors and executive officers of Tilray, no person or corporation beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of Tilray.

On the Tilray Record Date, directors and executive officers of Tilray and their affiliates beneficially owned and had the right to vote 11,717,651 Tilray Shares, representing approximately 6.6% of the total outstanding Tilray Shares.

On December 15, 2020, Aphria and Tilray entered into the Arrangement Agreement, which sets out the terms and conditions for implementing the Arrangement. The Arrangement Agreement is the result of extensive arm’s length negotiations among Representatives of Aphria and Tilray and their respective legal and financial advisors. The following is a summary of the principal events leading up to the execution and public announcement of the Arrangement Agreement.

The Tilray Board and Tilray senior management team regularly reviews and considers Tilray’s long-term strategic plans and objectives, including business combinations, acquisitions, and other strategic opportunities. As part of this ongoing evaluation, the Tilray Board, together with Tilray’s senior management team, has from time to time considered various opportunities to enhance stockholder value, including the possibility of a strategic combination with other companies in the cannabis industry in order to strengthen its market position and drive cost efficiencies.

Aphria’s overall strategy has been to leverage its scale, expertise and capabilities to drive market share in Canada and internationally in order to achieve industry-leading, profitable growth and build sustainable, long-term shareholder value. In order to ensure long-term sustainable growth, Aphria continues to focus on developing strong capabilities in consumer insights, driving category management leadership and assessing growth opportunities through the introduction of innovative new products, increasing market share, maintaining a strong financial position and managing cost of goods and expenses. In order to be well-positioned to capitalize on the U.S. market should cannabis become federally legal, Aphria is focused on participating in federally permissible activities in the U.S., and is reviewing the landscape and looking to prepare for legalization of cannabis through the purchase of profit generating companies in other industries and converting their existing operations to include cannabis when it is federally legal to do so. In that regard, the key strategic pillars considered by the Aphria Board in respect of any potential acquisition or business combination included: (i) seeking synergies arising from leveraging the Aphria’s low-cost cultivation leadership and economies of scale opportunities in Canada; (ii) improving Aphria’s strategic position in the U.S.; (iii) maximizing Aphria’s opportunities in the rapidly emerging international legal cannabis market; and (iv) positioning the company in the capital markets as a leading global cannabis company, with the scale to attract institutional investors and strategic partners.

Tilray’s senior management team and the Tilray Board were generally familiar with Aphria, its business and its management team, and believed that a potential combination of the two companies at the right time and on appropriate terms could provide an opportunity to enhance stockholder value.

Irwin D. Simon, Aphria’s Chairman and CEO, had become acquainted with Brendan Kennedy, Tilray’s CEO, having met at prior industry conferences. Mr. Simon was also familiar with Andrew Pucher, Tilray’s Chief Corporate Development Officer, from prior discussions regarding the purchase and sale of cannabis between the two companies in early 2019.

In October 2019, a representative from an investment bank active in the cannabis industry and familiar with Aphria’s business and management team, contacted Messrs. Kennedy and Pucher by e-mail, to inquire if they would be interested in taking a meeting with Mr. Simon in New York to discuss the state of the industry and each other’s businesses. Representatives from this investment bank attended certain meetings between Tilray and Aphria between December 2019 and May 2020 but neither Tilray nor Aphria engaged this investment bank in connection with the Arrangement. Messrs. Kennedy and Pucher responded that they were willing to meet with Mr. Simon. As the date of the meeting approached, Mr. Kennedy informed Mr. Simon that he could no longer attend, but Michael Auerbach, a member of the Tilray Board who resides in New York, was able to attend along with Mr. Pucher. The meeting took place on November 22, 2019. Messrs. Simon, Auerbach and Pucher each acknowledged that Tilray’s and Aphria’s Canadian and international operations appeared to be highly complementary and that a combination of the businesses could result in significant new business opportunities and cost and revenue synergies. As a follow up to the meeting, Mr. Simon invited Messrs. Kennedy and Pucher to visit Aphria’s primary cannabis production facilities in Leamington, Ontario, to continue the dialogue.

On November 28, 2019, to facilitate future discussions, a mutual non-disclosure agreement was executed between Aphria and Tilray.

On December 18, 2019, representatives from Aphria and Tilray, including Messrs. Simon, Pucher, Carl Merton, Aphria’s Chief Financial Officer, and Denise Faltischek, Aphria’s Chief Strategy Officer, met in Toronto, Ontario, to discuss the merits of a potential strategic combination.

On January 14, 2020, Mr. Simon and Mr. Kennedy had a conversation in Orlando, Florida to discuss the strategic merits of potentially combining Aphria and Tilray.

On January 21, 2020, representatives of Tilray participated in a tour of the Aphria One and Aphria Diamond facilities in Leamington, Ontario. Representatives from Tilray included Messrs. Kennedy, Pucher, Greg Christopher, Tilray’s Executive Vice President of Operations (former), and Francoise Levesque, Tilray’s Master Horticulturist (former). Representatives from Aphria included Messrs. Simon and Merton, Jim Meiers, Aphria’s Chief Operating Officer and Ms. Faltischek.

Around the same time, Aphria informally engaged Jefferies to evaluate a potential combination with Tilray. Over the years, Jefferies had been both formally and informally engaged by Aphria on various financing and M&A assignments, and Aphria had also periodically consulted with Jefferies on a wide range of strategic and financial topics. Aphria selected Jefferies as financial advisor based on, among other things, Jefferies’ experience and expertise as a financial advisor in a wide variety of transactions, including in the cannabis, food & beverage and consumer products sectors, and Jefferies’ familiarity with Aphria’s business.

Later in January 2020, Tilray informally engaged Cowen to evaluate a potential combination of Tilray and Aphria. Over the years, Cowen had been formally engaged by Tilray on various financing and M&A assignments, and Tilray had also periodically consulted with Cowen on other strategic and financial topics. Tilray selected Cowen as financial advisor based on, among other things, Cowen’s experience and expertise as a financial advisor in a wide variety of transactions, including in the cannabis industry, and Cowen’s familiarity with Tilray’s business.

On February 5, 2020, representatives from Aphria and Tilray management met in Toronto to discuss the strategic rationale underlying a potential combination of the two companies. In attendance from Aphria and Tilray were Messrs. Kennedy, Simon, Merton, Pucher, Mark Castaneda, Tilray’s Chief Financial Officer (former), and Ms. Faltischek. Representatives from Cowen, on behalf of Tilray, and Jefferies, on behalf of Aphria, were also in attendance. During the meeting, Aphria and Tilray senior management teams discussed their standalone businesses in greater detail and outlined key areas where value could be created by combining the businesses. It was agreed that Tilray would draft a non-binding term sheet to further advance the discussions.

On February 10, 2020, representatives of Tilray conducted another tour of the Aphria One and Aphria Diamond facilities in Leamington, Ontario. Representatives from Tilray included Messrs. Kennedy, Jon Levin, Chief Operating Officer, Drew Reynolds, V.P. Operations Canada, and Nick Curton, V.P. Strategic Initiatives. Representatives from Aphria included Messrs. Simon, Merton and Meiers,

On February 12, 2020, Mr. Simon and Mr. Kennedy met in New York to discuss strategy, the culture of the two organizations and potential areas where value could be created by combining the two businesses.

On February 14, 2020, Tilray provided Aphria with an initial draft of a non-binding term sheet regarding a potential combination of the two businesses. Mr. Kennedy and Mr. Simon had a discussion regarding the key components of the draft term sheet and potential next steps. The draft term sheet contemplated, among other things: (i) that the transaction would be structured as an all-stock merger, with shareholders of Tilray and Aphria owning 56% and 44% of the Combined Company, respectively; (ii) a governance structure that would include (A) Mr. Kennedy as CEO and Mr. Simon as Executive Chairman, and (B) a board of directors comprised of 8 members total, 4 directors designated by Tilray and 4 designated by Aphria; (iii) that the Combined Company would be called “Tilray”; and (iv) an exclusivity period through March 2, 2020, which was expected to coincide with the announcement of Tilray’s Q4 2019 earnings. At this point, Tilray’s stock was trading at a higher level than Aphria’s stock.

On February 16, 2020, at a meeting of the Aphria Board, Mr. Simon described the discussions to date with Tilray. The Aphria Board discussed the possible transaction and advised Aphria management to continue to explore a strategic combination between the two companies. On February 17, 2020, Aphria and Tilray entered into an updated mutual non-disclosure agreement. The purpose of the updated mutual non-disclosure document was to include a standstill provision that did not exist in the initial mutual non-disclosure agreement. The standstill provision did not include don’t ask don’t waive provisions.

On February 17, 2020, representatives of Aphria shared feedback on the draft term sheet provided by Tilray. Among other comments, a revised equity ownership split of 55% and 45% for Tilray and Aphria, respectively, was proposed.

On February 21, 2020, the Tilray Board held a meeting to discuss the potential transaction with Aphria. Members of Tilray management and Tilray’s advisors provided the Tilray Board with an update on recent discussions with Aphria, as well as potential combinations with other potential merger partners or acquisition targets. Tilray management and Tilray’s advisors reviewed the benefits and risks of pursuing a strategic transaction and the risks and merits of continuing as a standalone company. The Tilray Board also discussed key terms of the draft term sheet. The Tilray Board instructed Tilray management to continue to engage with Aphria regarding a potential transaction.

On February 23, 2020, ahead of Tilray’s Q4 2019 earnings, which were to be announced on March 2, 2020, Messrs. Kennedy and Simon had a discussion regarding the potential transaction. During this conversation, Messrs. Kennedy and Simon agreed that following Mr. Simon’s attendance at the next Tilray Board meeting as a previously planned, the parties should put discussions on hold and to re-evaluate as appropriate.

On February 27, 2020, the Tilray Board held a regularly scheduled meeting. During this meeting, a number of quarterly business issues were discussed. Mr. Kennedy invited Mr. Simon to join the meeting and introduce himself and Aphria. Mr. Simon spoke about his background, his perspective on the cannabis industry, and his vision for the two companies should they combine.

On March 18, 2020, at an Aphria Board meeting, Mr. Simon noted that the possible transaction with Tilray would be placed on hold in light of the rapidly changing events related to the COVID-19 global pandemic. However, during the month of March, Messrs. Kennedy and Simon remained in periodic contact via telephone and e-mail. On or about March 25, 2020, as the stock prices of Tilray and Aphria started to converge, Mr. Kennedy suggested to Mr. Simon that an equity ownership split of 50% for Tilray and 50% for Aphria be considered, as such a split would reflect the current market capitalizations of each of the companies. On March 29, 2020, Messrs. Kennedy and Simon had a conversation to discuss how to re-engage on the potential transaction. Among other things, both Messrs. Kennedy and Simon agreed to have their respective management teams share financial information and make themselves available for preliminary due diligence questions to better understand the potential value creation opportunity in combining the two businesses.

On April 3, 2020, the Tilray Board held a meeting to discuss the status of the potential transaction with Aphria. The Tilray Board discussed the change in the market environment and relative performance of the two companies and agreed to continue discussions on the basis of a 50% / 50% equity ownership split.

On April 7, 2020, the Tilray Board held a meeting. During this meeting, Cowen presented a financial analysis of a potential transaction, reflecting a 50% / 50% equity ownership split. The Tilray Board also discussed the merits of establishing a transaction committee of the Tilray Board (the “Tilray Transaction Committee”) to review strategic alternatives and address any potential conflicts of interest which may arise in connection with an Aphria transaction or any potential strategic alternatives.

On April 10, 2020, the Tilray Board held a meeting. Mr. Pucher presented an update on the M&A market and potential acquisition or merger partners with which Tilray had recently had conversations, beyond Aphria. Mr. Pucher had periodically presented to the Tilray Board during 2019 and 2020 on the M&A market and strategic combinations for the company. During this meeting, Mr. Pucher discussed the potential benefits and drawbacks of various combinations and their potential impact on shareholder value for Tilray Stockholders. Additionally, at this meeting, the formation and membership of the Tilray Transaction Committee was further discussed, and the formation of the Tilray Transaction Committee, consisting of each of the independent directors of Tilray, Rebekah Dopp, Christine St.Clare and Maryscott Greenwood, with Ms. Dopp serving as Chairperson, was approved. Soren Schroder subsequently joined the Tilray Transaction Committee in August 2020 and Ms. Greenwood stepped down from the Committee in September 2020.

During the week of April 13, 2020, Tilray and Aphria exchanged further financial information of Tilray and Aphria, respectively.

On April 24, 2020, the Tilray Board held a meeting. During this meeting, the financial information provided by Aphria was discussed, as well as the impact on such information on valuation in the context of the transaction. An initial review of the potential synergies and cost savings that could be realized from the transaction was also presented by Tilray Management and discussed with the Tilray Board.

On April 27, 2020, the Tilray and Aphria management teams had a meeting to discuss each other’s business and future prospects. In attendance were Michael Kruteck, Tilray’s Chief Financial Officer, and Mr. Pucher from Tilray and Mr. Merton and Ms. Faltischek from Aphria. Representatives from Jefferies and Cowen also attended the meeting.

On April 29, 2020, the Tilray Transaction Committee held a meeting to discuss a potential transaction between Tilray and Aphria and the current draft of the term sheet. At such meeting, the Tilray Transaction Committee approved the retention of Lowenstein Sandler LLP (“Lowenstein”), as independent legal counsel to the Tilray Transaction Committee.

On May 1, 2020, the Tilray Transaction Committee held a meeting to further discuss the current draft term sheet and to identify and address the qualifications of potential independent financial advisors to the Tilray Transaction Committee.

On May 9, 2020, following a review of proposals from potential independent financial advisors, the Tilray Transaction Committee held a meeting where it selected Imperial to serve as an independent financial advisor to conduct a strategic alternatives analysis review and/or issue a fairness opinion for a future strategic alternatives transaction. Imperial had previously served as financial advisor to Tilray’s special committee in connection with Tilray’s downstream merger transaction in 2019 whereby Privateer Holdings, Inc. (“Privateer”) merged with and into a wholly owned subsidiary of Tilray to effect an orderly release of 75 million shares of Tilray common stock held by Privateer. The Tilray Transaction Committee selected Imperial from a group of nationally-recognized financial advisors due to Imperial’s knowledge of Tilray’s business, its experience in the Canadian cannabis industry generally and its favorable fee structure compared to other potential advisors, which was not dependent on the outcome of the strategic alternatives review.

On May 13, 2020, representatives from Tilray and Aphria had a meeting to discuss potential next steps. In attendance were Messrs. Kennedy, Kruteck and Pucher from Tilray and Messrs. Simon, Merton and Ms. Faltischek from Aphria. Representatives from Jefferies and Cowen also attended the meeting. The parties discussed how to move the process forward to get to a position where Aphria would be comfortable providing Tilray with an updated draft term sheet for a potential transaction. It was agreed that the teams would reconvene in the coming days to discuss the financial outlook of the parties and potential cost synergies, following which Aphria anticipated that it would be in a position to provide Tilray with an updated draft term sheet.

On May 15, 2020, the Tilray Board held a meeting. A general update was provided by Messrs. Kennedy and Pucher to the Tilray Board on next steps with Aphria.

On May 19, 2020, representatives from Tilray and Aphria had a meeting to discuss questions arising from the ongoing reciprocal financial due diligence. In attendance were Messrs. Kennedy, Kruteck and Pucher from Tilray and Messrs. Simon, Merton and Ms. Faltischek from Aphria. Representatives from Jefferies and Cowen also attended the meeting.

On May 21, 2020, representatives from Tilray and Aphria had a meeting to discuss potential synergies that could be realized by combining the two companies. In attendance were Messrs. Kruteck and Pucher from Tilray and Mr. Merton and Ms. Faltischek from Aphria. Representatives from Jefferies and Cowen also attended the meeting. Conceptual approaches to categories of synergies were identified during the meeting, but the parties did not reach any agreement on the valuation of synergies during the discussion.

On May 22, 2020, the Tilray Board held a meeting. As part of the overall process with Aphria, the Tilray Board wanted to ensure that Tilray was appropriately exploring all potential avenues for value creation. To this end, Cowen presented its perspective as financial advisor to Tilray on a range of strategic alternatives including: (i) acquiring another licensed producer; (ii) merger or selling control of Tilray to another licensed producer (Aphria or others); (iii) US CBD or THC acquisitions; and (iv) attracting an investment from a strategic or financial party from outside the cannabis industry. It was discussed that, among these alternatives, it was unlikely that a strategic or financial investment would be forthcoming given the current pressure that the industry was facing and the fact that Tilray was still not EBITDA or cash flow positive, US CBD or THC acquisition alternatives were not attractive for Tilray at the current time and that, amongst potential acquisition, merger or sale alternatives among Canadian licensed producers, a combination with Aphria was the most attractive from a strategic and financial point of view for Tilray and its stockholders. Following further discussion, the Tilray Board continued to be supportive of dialogue with Aphria to explore a potential transaction.

During the weekend of May 23/24, 2020, Messrs. Kennedy and Simon had several discussions during which they exchanged views on the financial diligence, potential synergies and cost savings. At this point, as a result of other corporate matters requiring the Aphria management team’s attention, Mr. Simon expressed that his team would have to focus internally. Messrs. Kennedy and Simon agreed to put strategic discussions on hold and to re-evaluate the potential for a transaction in approximately 30 days.

On May 27, 2020, the Tilray Transaction Committee executed an engagement letter to formally retain Imperial as independent financial advisor to conduct a strategic alternatives analysis review of potential transactions and to issue a fairness opinion to the Tilray Board in connection with a future strategic alternatives transaction.

On June 8, 2020, the Aphria Board held a meeting at which Mr. Simon informed the Aphria Board that discussions with Tilray had been put on hold and provided an update on other strategic opportunities available to Aphria.

Over the months of June and July 2020, there were periodic conversations between Messrs. Kennedy and Simon. However, no substantive progress was made on a potential transaction. During this period, the Tilray Transaction Committee continued to meet to discuss the review of strategic alternatives in addition to the potential transaction with Aphria or other industry participants.

On July 13, 2020, the Aphria Board held a meeting at which Mr. Simon re-iterated that discussions with Tilray remained on hold but that Tilray remained interested in re-engaging in discussions. In addition, Mr. Simon informed the Aphria Board that a third party (“Company A”) had contacted Aphria and proposed engaging in exploratory discussions regarding a potential strategic alliance or business combination.

On August 17, 2020, a meeting between Messrs. Kennedy and Simon occurred. During this meeting, it was discussed that Aphria had engaged in conversations with other strategic parties regarding a potential combination but was still interested in engaging in discussions with Tilray regarding a potential transaction. Messrs. Kennedy and Simon then discussed next steps to re-engage, including reciprocal site tours.

Between August 20, 2020, and August 25, 2020, the Tilray Transaction Committee held five meetings to discuss the re-engagement of discussions between Tilray and Aphria and further analyze strategic alternatives. The Tilray Transaction Committee also developed, and reviewed with management and the Tilray Board, strategic transaction policy guidelines to instruct all transaction participants on the avoidance of and disclosure of conflicts of interest in connection with the strategic alternatives review.

On August 25, 2020, representatives of Aphria toured Tilray’s Nanaimo, British Columbia facility, followed by a tour of Aphria’s Broken Coast facility. Representatives from Tilray included Mr. Joshua Eades, Tilray’s Chief Scientific Officer. Representatives from Aphria included Mr. Merton and Mr. Grame Holfeld.

On August 31, 2020, the Tilray Board held a meeting. The agenda included an update from Mr. Pucher on other potential transaction alternatives beyond Aphria. Mr. Pucher reviewed the strategic landscape and summarized Tilray management’s view of other potential transactions given recent dialogue that Tilray management had with selected other large cap and mid cap licensed producers. The Tilray Board was advised that ultimately, in Tilray management’s judgment, the transaction with Aphria still represented the most attractive alternative for long-term value creation for Tilray Stockholders. In addition, at the same meeting, the Tilray Board approved the Tilray Transaction Committee’s proposed strategic transaction policy guidelines to instruct all transaction participants on the avoidance of, and disclosure of, conflicts of interest.

During the first two weeks of September, several meetings took place between Messrs. Kennedy and Simon regarding key aspects of a potential term sheet that Aphria had discussed submitting to Tilray.

On September 9, 2020, the Aphria Board held a meeting at which Mr. Simon provided an update on the strategic opportunities available to Aphria. The Aphria Board was supportive of Aphria management continuing to engage in discussions with respect to these opportunities.

On September 13, 2020, Aphria received a non-binding term sheet from Company A regarding a potential business combination.

On September 14, 2020, the Tilray Transaction Committee and its advisors held a meeting to discuss the status of the potential transaction between Tilray and Aphria.

On September 15, 2020, Mr. Simon shared a revised draft term sheet with Mr. Kennedy. The draft term sheet contemplated, among other things: (i) an equity ownership split of 62.5% for Aphria and 37.5% for Tilray, which

implied an at-market transaction with no premium for Tilray Stockholders; and (ii) a condition to execution of definitive agreements that Tilray secure commitments from its convertible noteholders to exchange US$200 million of the outstanding Tilray notes into equity. The proposed ownership splits of 62.5% / 37.5% contemplated the dilution from the convertible note exchange.

On September 16, 2020, the Tilray Board held a meeting. A copy of the draft term sheet was shared with the Tilray Board and discussed in detail. Cowen was in attendance and discussed the impact of the revised terms on Tilray Stockholders from a financial point of view and the requirement of a note exchange.

On September 17, 2020, the Tilray Board held a meeting. During this meeting, a counterproposal to the draft of the term sheet provided by Aphria on September 15, 2020 was discussed. The counterproposal included, among other things an equity ownership split of 58% for Aphria and 42% for Tilray and inclusive of an assumed debt-for-equity exchange of US$150 million of Tilray’s convertible notes.

On September 18, 2020, the Aphria Board held a meeting. At this meeting, Fasken Martineau DuMoulin LLP (“Fasken”), legal counsel to Aphria, reviewed Aphria’s conflicts of interest policy, including the conflict of interest questionnaire completed by each office and director to identify any conflict of interest, with the Aphria Board and advised the Aphria Board of its obligations and responsibilities in the context of M&A transactions. Following discussion, the Aphria Board established the Aphria Transaction Advisory Committee, which was comprised of the following independent directors: Mr. Tomas Looney, Ms. Renah Persofsky and Mr. Walter Robb. The mandate of the Aphria Transaction Advisory Committee included: (i) providing guidance and oversight to Aphria management on the terms and conditions, diligence and analysis of any potential transaction and overseeing and supervising management’s negotiation and discussions of such potential transactions; and (ii) providing advice and guidance to the Aphria Board in respect of matters related to such potential transactions. During the same meeting, Jefferies presented the Aphria Board with an analysis of: (a) the non-binding term sheet received from Company A on September 13, 2020; (b) the non-binding term sheet provided to Tilray on September 15, 2020; and (c) the proposed terms of the transaction with SweetWater. At this meeting, the Aphria Board engaged in a discussion with respect to each of the potential transactions. Based on this discussion, the Aphria Board was of the view that the potential transaction with Company A was not as attractive as the potential transaction with Tilray since the proposed Company A transaction undervalued Aphria’s contribution to the combined entity. Accordingly, the Aphria Board instructed Aphria management to inform Company A that it was not interested in pursuing a transaction on the terms presented to Aphria. With respect to the potential of each of the Tilray and SweetWater transactions, the Aphria Board instructed Aphria management to continue its discussions with Tilray and SweetWater, respectively. Between September 23, 2020 and October 23, 2020, Aphria and Company A engaged in discussions regarding the terms of a potential transaction and the Aphria Transaction Advisory Committee and the Aphria Board were kept apprised of the status of those discussions.

On September 18, 2020, Cowen shared Tilray’s counterproposal with Jefferies.

On September 21, 2020, the Aphria Transaction Advisory Committee held a meeting to receive an update from Aphria management and Jefferies on the potential transactions. At this meeting, Aphria management and Jefferies informed the Aphria Transaction Advisory Committee of the counterproposal received from Tilray on September 18, 2020. After discussion, it was determined that Aphria would continue with discussions with Tilray.

On September 23, 2020, Jefferies, after having several discussions with Cowen over the previous few days, shared with Cowen a counterproposal from Aphria on the draft term sheet. The draft term sheet contemplated, among other things an equity ownership split of 61% for Aphria and 39% for Tilray inclusive of an assumed debt-for-equity exchange of US$200 million of Tilray’s convertible notes.

On September 23, 2020, the Aphria Transaction Advisory Committee held a meeting at which Aphria management provided the Aphria Transaction Advisory Committee with an update on discussions with Tilray and noted that Aphria management was preparing an overview of the planned integrations and efficiencies expected with respect to the Combined Company that would be shared with Tilray.

On September 23, 2020, the Tilray Transaction Committee held a meeting where Imperial presented its preliminary strategic alternative analysis to the Tilray Transaction Committee, including its analysis of Tilray remaining as a standalone entity both with and without additional financing; selective acquisitions by Tilray; merging with another

Canadian operator; merging with or acquiring a U.S. multi-state operator; partnering with a major non-cannabis enterprise; and being acquired by or receiving an investment from a financial sponsor. At the same meeting, Imperial provided the Tilray Transaction Committee with its preliminary analysis of a potential transaction with Aphria.

On September 24, 2020, the Aphria Transaction Advisory Committee held a meeting to receive an update from Aphria management on the work that was being done by Aphria management to validate the potential synergies that could be realized from a potential transaction with Company A. Aphria management also informed the Aphria Transaction Advisory Committee that the overview of the integration plan with Tilray had been shared with Tilray management.

On September 24 and 25, 2020, the Tilray Board held meetings. During these meetings, the Tilray Board asked further questions regarding key components of the draft term sheet and asked Tilray management’s and Cowen’s views of where there was potential to negotiate for Tilray’s benefit. Ultimately no decisions were made to change positions with respect to the draft term sheet during these meetings.

On September 26, 2020, a revised draft term sheet was shared by Cowen with Jefferies. The revised draft term sheet contemplated, among other things an equity ownership split of 60% for Aphria and 40% for Tilray and inclusive of an assumed debt-for-equity exchange of US$200 million of Tilray’s convertible notes.

On September 29, 2020, Aphria entered into a non-binding letter of intent with respect to the acquisition of SweetWater.

On September 30, 2020, the Aphria Board held a meeting to receive an update on each of the potential transactions discussed at the Aphria Board meeting held on September 18, 2020. At this meeting, the terms of the revised proposal regarding a transaction with Company A were discussed and Jefferies presented the Aphria Board with an analysis of the revised terms.

On October 1, 2020, the Tilray Transaction Committee held a meeting at which Imperial presented its updated strategic alternative analysis to the Tilray Transaction Committee, again analyzing the topics reviewed at the September 23, 2020 Tilray Transaction Committee meeting, as well as Imperial’s preliminary analysis of each of Tilray’s and Aphria’s inventory (based upon public information). The Tilray Transaction Committee reviewed the progress of the discussions between the Tilray and Aphria management teams.

On October 2, 2020, the Aphria Board held a meeting to receive an update on the potential transactions that remained under consideration.

On October 9, 2020, the Aphria Transaction Advisory Committee held a meeting to receive an update on the potential transactions that remained under consideration.

Between October 9, 2020, and October 12, 2020, Aphria and Tilray exchanged drafts of the term sheet, and a non-binding term sheet was signed by both parties on October 12, 2020, which contemplated among other things an equity ownership split of 60% for Aphria and 40% for Tilray, and an assumed debt-for-equity exchange of US$200 million of Tilray’s convertible notes.

On October 14, 2020, the Aphria Board held a meeting to receive an update from Aphria management on the status of discussions with Tilray and the status of the potential SweetWater transaction.

On October 16, 2020, the Tilray Board held a meeting. Next steps in the process with Aphria regarding due diligence meetings and retaining Ernst & Young LLP (“EY”) to assist Tilray with financial, accounting and tax diligence were discussed. No key decisions were made.

On October 20, 2020, the Aphria Transaction Advisory Committee held a meeting to receive an update from Aphria management and Jefferies on the status of discussions with Company A and Tilray regarding a potential transaction.

On October 22 and 23, 2020, meetings between Tilray and Aphria management took place in-person in New York. In attendance from Tilray in-person were Messrs. Kennedy, Levin, Kruteck and Pucher. In attendance from Aphria in-person were Mr. Simon and Ms. Faltischek. Attending telephonically were Messrs. Merton and Meiers. Representatives from Cowen and Jefferies were also present in-person. Each management team spent time reviewing its culture, people, strategy, operations, and recent and projected financial performance. The strategic rationale for combining the two companies was discussed, as well as the joint operational strategy should a transaction be consummated.

On October 23, 2020, the Tilray Board held a meeting at which it was briefed on progress with Aphria and the substance of the discussions at the management meetings in New York. No key decisions were made.

On October 24, 2020, a meeting was held between the Tilray and Aphria management teams to discuss potential synergies that could be realized from the transaction. In attendance from Tilray were Messrs. Levin, Kruteck and Pucher. In attendance from Aphria were Messrs. Merton and Meiers and Ms. Faltischek. Representatives from Cowen and Jefferies were in attendance as well. On this call, the Tilray and Aphria management teams compared areas of potential synergies and cost savings and arrived at a joint estimate of approximately C$100 million of annual run-rate cost synergies.

Later in the day on October 24, 2020, the Aphria Transaction Advisory Committee held a meeting to discuss the most recent proposal received by Aphria from Company A. The Aphria Transaction Advisory Committee expressed concerns with respect to the share consideration contemplated in the proposal in light of the recent increase in the share price of Company A and the multiples at which it was trading. At this meeting, the Aphria Transaction Advisory Committee also discussed the potential transaction with Tilray and considered Aphria management’s view that the acquisition of Tilray would assist Aphria with its U.S. strategy, provide access to European markets through Tilray’s presence in Portugal, allow for Cannabis 2.0 product extensions, and create potential synergies with Aphria’s existing facilities. The Aphria Transaction Advisory Committee expressed the view that the potential acquisition of SweetWater and the business combination with Tilray would create more value for Aphria and its stakeholders than a transaction with Company A.

On October 25, 2020, the Aphria Board held a meeting to receive an update from Aphria management on the status of each of the potential transactions under consideration and a summary of the discussions that had occurred with the Aphria Transaction Advisory Committee. After discussion, the Aphria Board concluded that it was in the best interest of Aphria and its stakeholders to pursue the SweetWater and Tilray transactions and to cease pursuing the third-party transaction. Later that day, the third party was informed that Aphria would not be pursuing a transaction with them.

On October 30, 2020, a representative of Tilray, Mr. Sascha Mielcarek (Managing Director of Europe) conducted a site tour of Aphria’s German cultivation facility in Neumunster . On the same day, the Tilray Board held a meeting and was briefed on the status of discussions with Aphria.

On October 30, 2020, Aphria executed an engagement letter to formally retain Jefferies as its financial advisor.

On October 31, 2020, the Aphria Transaction Advisory Committee held a meeting at which the status of the potential transactions with Tilray and SweetWater were discussed.

On November 2, 2020, Mr. Melcarek, a representative of Tilray conducted a site tour of Aphria’s European distribution business, CC Pharma. CC Pharma is headquartered in Densborn, Germany. On November 2, 2020, a meeting was held between Tilray and Aphria management personnel to discuss overall progress on diligence workstreams. In attendance from Tilray were Messrs. Kennedy, Levin, Kruteck, Pucher, and Ms. Dara Redler, General Counsel. In attendance from Aphria were Messrs. Simon, Merton, Meiers, Ms. Faltischek and Dr. Christelle Gedeon, Chief Legal Officer. Representatives of Cowen and Jefferies were also in attendance. Progress on the diligence timeline was discussed. On this call, Mr. Simon informed Tilray management that Aphria had decided to focus exclusively on the potential acquisition of SweetWater, and that Aphria would be ceasing discussions with Tilray at this time. Mr. Simon informed Tilray management that Aphria remained interested in pursuing a potential transaction with Tilray, and that Aphria was not foreclosing further discussions once the SweetWater transaction was completed.

On November 3, 2020, the Tilray Board held a meeting. During this meeting, Mr. Kennedy explained that Aphria had shared that it was going to proceed with the acquisition of SweetWater and that it would terminate discussions with Tilray until such transaction was closed. Mr. Kennedy and the Tilray Board discussed that this would put at risk the transaction with Aphria but understood that Mr. Simon and the Aphria Board could not be dissuaded from proceeding as planned. The Tilray Board agreed that transaction discussions should be terminated at such time.

On November 4, 2020, the Aphria Board held a meeting at which representatives of Jefferies and Fasken were present. At the meeting, the Aphria Board approved the SweetWater transaction and determined that discussions with Tilray should be terminated until the completion of the SweetWater transaction. Later that day, Aphria announced that it had entered into an agreement to acquire SweetWater for approximately US$300 million.

On November 6, 2020, a representative of Aphria, Dr. Thomas Weppelmann of CC Pharma, conducted a site tour of Tilray’s cultivation facility in Cantanhede, Portugal as was previously scheduled and planned.

On November 8, 2020, Tilray and Aphria agreed to terminate discussions and revisit at a future time as appropriate.

On November 23 and 24, 2020, Tilray completed an exchange of approximately US$197.2 million in aggregate principal amount of convertible notes into equity. This convertible note exchange was negotiated between Tilray and certain institutional convertible noteholders on a private (i.e., not public tender) basis. The decision to proceed with the convertible note exchange was taken as part of prudent balance sheet management for Tilray and independent of the transaction discussions with Aphria that had previously occurred.

On November 27, 2020, Tilray and Aphria management held a meeting. In attendance from Tilray were Messrs. Kennedy, Levin, Kruteck, Pucher and Ms. Redler. In attendance from Aphria were Messrs. Simon, Merton, Meiers, and Ms. Faltischek and Gedeon. Tilray was informed that Aphria was prepared to re-engage in discussions with Tilray regarding a potential transaction after the completion of the SweetWater transaction, which was scheduled to occur by the end of the month. Tilray management communicated that it was interested in continuing the discussions.

On November 30, 2020, Aphria announced the closing of its acquisition of SweetWater.

On December 1, 2020, the Tilray Board held a meeting. Cowen was in attendance and provided the Tilray Board with an update on the financial analysis of a potential transaction with Aphria with regards to recent developments, including the completion of the SweetWater transaction and the respective stock trading prices of each company. The Tilray Board was supportive of moving forward and re-engaging with Aphria on the terms contained in the executed term sheet dated October 12, 2020.

On December 2, 2020, the Aphria Transaction Advisory Committee held a meeting at which Jefferies was present. Mr. Simon updated the Aphria Transaction Advisory Committee on recent discussions with Tilray and, in particular, noted the reverse acquisition structure that was now being contemplated. Jefferies presented financial metrics with respect to the equity ownership split for the combined entity and discussed the current debt holdings of each of the companies, the potential synergies of the combination, and the effects of Aphria having a U.S. parent. A discussion ensued with respect to the status and results of due diligence, the impact of the U.S. parent structure on the business of Aphria and the tax consequences of the reverse acquisition structure with respect to Aphria shareholders.

On December 4, 2020, the Tilray Board held a meeting. The purpose of this meeting was to provide the Tilray Board with a review of the legal and financial due diligence that had been conducted to date on Aphria. Blakes, legal counsel to Tilray, and Cooley, legal counsel to Tilray, led the conversation regarding legal due diligence. EY then joined the meeting to provide a review of the financial, accounting and tax due diligence that had been conducted to date on Aphria.

On December 5, 2020, DLA Piper and Fasken, Aphria’s legal counsel, sent an initial draft of the Arrangement Agreement (the “Draft Arrangement Agreement”) to Tilray’s legal counsel.

On December 7, 2020, the Aphria Board held a meeting to receive a status update from Aphria management and Jefferies on the potential transaction with Tilray, in particular with respect to deal structure, key terms and diligence that had been completed to date. At this meeting, the Aphria Board considered the proposed equity ownership split for the respective parties in light of recent developments and reviewed the benefits and risks of the transaction and how the transaction could help Aphria achieve its strategic goals.

On December 8, 2020, the Tilray Board held a meeting. During this meeting, the Tilray Board was briefed on the diligence completed to date and the conservative adjustments that Tilray management had made in its best judgment to the Aphria financial projections. Thereafter, a representative from Blakes discussed the key issues in the definitive transaction documents.

On December 8, 2020, Ms. Redler sent a list of Tilray’s issues with the Draft Arrangement Agreement to Ms. Faltischek and Dr. Gedeon, and on December 9, 2020, Tilray’s legal counsel sent a revised version of the Draft Arrangement Agreement to Aphria’s legal counsel. From December 8 through December 11, 2020, various discussions and negotiations took place between members of Tilray’s management and Tilray’s legal counsel and members of Aphria management and Aphria’s legal counsel.

On December 11, 2020, Mr. Simon called Mr. Kennedy to discuss the economics of the transaction in light of the current market capitalizations of each company and reflecting the conclusions of Aphria’s due diligence reviews. As

a result, Mr. Simon proposed a change to the equity ownership split of 60% for Aphria and 40% for Tilray that was contemplated in the executed term sheet dated October 12, 2020. He communicated that Jefferies would call Cowen to discuss Aphria’s proposal. Later that evening, representatives from Jefferies called representatives from Cowen to discuss the proposal of an equity ownership split of 64% for Aphria and 36% for Tilray. Cowen acknowledged receipt of this proposal and agreed to relay such proposal to the Tilray Board and Tilray’s management.

On December 11, 2020, the Tilray Board held a meeting. An update was provided on due diligence and the drafting of the definitive transaction documents. The Tilray Board also approved the terms of Cowen’s engagement in connection with a strategic alternatives analysis and in particular, the potential transaction with Aphria. On December 12, 2020, Tilray executed an engagement letter dated as of December 10, 2020 with Cowen in respect of the potential transaction with Aphria.

On December 12, 2020, Aphria’s legal counsel sent a revised version of the Draft Arrangement Agreement to Tilray’s legal counsel, which reflected the discussions between the parties and their representatives that had taken place since the issues list was delivered by Tilray on December 8, 2020. From December 12, 2020, through December 15, 2020, negotiations ensued between representatives of Aphria and Tilray and various drafts of the Draft Arrangement Agreement, the Aphria Support Agreements, the Tilray Support Agreements and the other definitive transaction documents were exchanged between the parties.

Over the weekend of December 12 and 13, 2020, Messrs. Simon and Kennedy continued to communicate via text message and telephone. Through these conversations it was agreed that an equity ownership split of 62% for Aphria and 38% for Tilray might be mutually acceptable, subject to further discussions by each of the Aphria Board and the Tilray Board and to mutually satisfactory resolution of certain open items under discussion in the draft Arrangement Agreement.

On December 13, 2020, the Aphria Board held a meeting to receive an update from Aphria management and representatives of Jefferies. At this meeting, DLA Piper and Fasken provided the Aphria Board with a presentation regarding the terms of the Draft Arrangement Agreement and the other definitive transaction documents, discussed board duties with the members of the Aphria Board, and provided an update on the status of legal due diligence.

On December 13, 2020, the Tilray Board held a meeting. The Tilray Board was provided with an update on the latest discussions with Aphria, including with respect to the proposed equity ownership split. Cowen also presented a draft of its financial analysis of the transaction, reflecting the latest terms that had been negotiated. After discussion, the Tilray Board approved moving forward with an equity ownership split of 62% for Aphria and 38% for Tilray.

On December 14, 2020, the Tilray Board held a meeting to discuss the status of the transaction documents and due diligence. The Tilray Board was supportive of continuing to move forward. Imperial then presented a draft of their financial analysis based on the latest terms of the transaction to the Tilray Board.

On December 15, 2020, representatives from Cowen and Jefferies held a meeting to discuss the exchange ratio implied by the equity ownership split of 62% for Aphria and 38% for Tilray, based on the shares of Tilray and Aphria issued and issuable as at such time. It was agreed that the exchange ratio to effect such an equity ownership split was 0.8381 of a Tilray Share for each Aphria Share.

Also, on December 15, 2020, the Aphria Board held meetings on two separate occasions to discuss the completion of due diligence and the proposed final terms of the definitive transaction documents. During these meetings, following a review of the process and methodologies considered by Jefferies in evaluating the financial terms of the Arrangement, the Aphria Board received an oral opinion from Jefferies that, as of the date of such opinion and subject to the scope of review, assumptions and limitations contained therein, the Exchange Ratio is fair, from a financial point of view, to the Aphria Shareholders. After discussion, the Aphria Board determined that the Arrangement is in the best interests of Aphria and is fair to Aphria Shareholders and unanimously passed a resolution approving the Arrangement, authorizing Aphria to enter into the Arrangement Agreement and recommending that Aphria Shareholders vote in favour of the Arrangement.

On December 15, 2020, the Tilray Board held a meeting. Representatives from Cowen, Imperial, Cooley, Blakes, Lowenstein and Potter Anderson were present. Management provided an update on final diligence items and Tilray’s legal advisors provided an update on the transaction documents. Representatives from Cowen and Imperial were present and each rendered its oral opinion to the Tilray Board that, as of the date of such opinion and subject to the

scope of review, assumptions and limitations contained therein, the Exchange Ratio is fair, from a financial point of view, to Tilray. Following this, the Tilray Board determined that the proposed Arrangement, and the other transactions and matters contemplated in the Arrangement Agreement and other transaction documents were advisable and in the best interests of the Company.

Following the foregoing meetings of the Aphria Board and the Tilray Board, the Arrangement Agreement and certain ancillary agreements were finalized. The Arrangement Agreement, the Aphria Support Agreements and the Tilray Support Agreements and certain other definitive agreements were executed, and the terms of the Arrangement were publicly announced in a joint news release issued by Aphria and Tilray on December 16, 2020, prior to the opening of trading on the TSX and the Nasdaq.

The Aphria Board and the Tilray Board each believe that, at this stage of development and expansion of the global cannabis market, companies with financial strength, a strategic footprint and scale, diverse product range, brand expertise and strong leadership are most likely to succeed in the long-term. The key strategic and financial benefits identified by both the Aphria Board and the Tilray Board during their respective evaluations of the Arrangement are summarized below. Since both boards of directors considered and reached the same conclusions on the common benefits of the Transaction described below, this information is being presented in a single section that reflects the views of each of the Aphria Board and the Tilray Board on the common benefits:

The Aphria Board believes that the Arrangement is in the best interest of Aphria and is fair to the Aphria Shareholders. The Aphria Board unanimously recommends that Aphria Shareholders vote FOR the Aphria Resolution.

In reaching its decision to approve the Arrangement Agreement and the transactions contemplated thereby, the Aphria Board considered the following material factors, all of which they viewed as supporting its decision to approve the Arrangement Agreement and the transactions contemplated thereby:

The Aphria Board also considered the potential risks of the Arrangement and potential conflicts of interest, including the following:

In addition, the Aphria Board was aware of and considered the interests of its directors and executive officers that are different from, or in addition to, the interests of Aphria Shareholders generally described in the section entitled “Interests of Aphria’s Directors and Management in the Arrangement” beginning on page 95 of this Circular. The foregoing discussion of the information and factors that the Aphria Board considered is not intended to be exhaustive, but rather is meant to include the material factors that the Aphria Board considered.

The Aphria Board considered all of these factors as a whole and, on balance, concluded that the potential benefits of the Arrangement outweighed the risks and uncertainties of the Arrangement. In addition, the Aphria Board was aware of and considered the interests of its directors and executive officers that are different from, or in addition to, the interests of Aphria Shareholders generally described in the section entitled “Interests of Aphria’s Directors and Management in the Arrangement”. In view of the wide variety of factors considered by the Aphria Board in connection with the evaluation of the Arrangement and the complexity of these matters, the Aphria Board did not find it useful, and did not attempt, to quantify, rank or otherwise assign relative weights to these factors. In considering the factors described above, individual members of the Aphria Board may have given different weight to different factors. The Aphria Board conducted an overall analysis of the factors described above, including thorough discussions with, and questioning of, Aphria management, and Aphria’s financial and legal advisors, and considered the factors overall to be favorable to, and to support, its determination.

The foregoing description of the Aphria Board’s consideration of the factors supporting the Arrangement is forward-looking in nature. This information should be read in light of the factors discussed in the section entitled “Information Concerning Forward-Looking Statements” beginning on page 12 of this Circular.

The Tilray Board believes that the Arrangement Agreement and the transactions contemplated thereby, and the Tilray Charter Amendment Proposals are in the best interests of, and are advisable to, Tilray and the Tilray Stockholders. The Tilray Board unanimously recommends that Tilray Stockholders vote FOR the Tilray Charter Amendment Proposals, FOR the Tilray Share Issuance Proposal, FOR the Tilray Advisory Compensation Proposal and FOR the Tilray Adjournment Proposal.

In reaching its decision to approve the Arrangement Agreement and the transactions contemplated thereby, the Tilray Board considered the following factors, all of which they viewed as supporting their decisions to approve the Arrangement Agreement and the transactions contemplated thereby:

The Tilray Board also considered the potential risks of the Arrangement and potential conflicts of interest, including the following:

In addition, the Tilray Board was aware of and considered the interests of its directors and executive officers that are different from, or in addition to, the interests of Tilray Stockholders generally described in the section entitled “Interests of Tilray’s Directors and Management in the Arrangement” beginning on page 96 of this Circular. The foregoing discussion of the information and factors that the Tilray Board considered is not intended to be exhaustive, but rather is meant to include the material factors that the Tilray Board considered.

The Tilray Board considered all of these factors as a whole and, on balance, concluded that the potential benefits of the Arrangement outweighed the risks and uncertainties of the Arrangement. In addition, the Tilray Board was aware of and considered the interests of its directors and executive officers that are different from, or in addition to, the interests of Tilray Stockholders generally described in the section entitled “Interests of Tilray’s Directors and Management in the Arrangement”. In view of the wide variety of factors considered by the Tilray Board in connection with the evaluation of the Arrangement and the complexity of these matters, the Tilray Board did not find it useful, and did not attempt, to quantify, rank or otherwise assign relative weights to these factors. In considering the factors described above, individual members of the Tilray Board may have given different weight to different

factors. The Tilray Board conducted an overall analysis of the factors described above, including thorough discussions with, and questioning of, Tilray’s management, and financial and legal advisors, and considered the factors overall to be favorable to, and to support, its determination.

The foregoing description of the Tilray Board’s consideration of the factors supporting the Arrangement is forward-looking in nature. This information should be read in light of the factors discussed in the section entitled “Information Concerning Forward-Looking Statements” beginning on page 12 of this Circular.

The following summary of certain transaction steps of the Plan of Arrangement is qualified in its entirety by reference to the full text of the Plan of Arrangement, a copy of which is attached as Appendix “B” to this Circular.

The Arrangement is being implemented pursuant to a plan of arrangement under the laws of the Province of Ontario. The purpose of the Plan of Arrangement is to facilitate a series of transactions which will occur in a specific sequence and as a consequence of which Tilray, will acquire all of the outstanding Aphria Shares.

Pursuant to the Arrangement, commencing at the Effective Time, each of the following events or transactions shall occur and be deemed to occur in the following sequence, in each case, without any further authorization, act or formality on the part of any person:

of Aphria Shares issuable on exercise of such Aphria Option immediately prior to the Effective Time (rounded down to the next whole number of Tilray Shares) for an exercise price per Tilray Share (rounded up to the nearest whole cent) equal to the exercise price per share of such Aphria Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded down to two decimal places, and the Aphria Options shall thereupon be cancelled. The term to expiry, conditions to and manner of exercise and other terms and conditions of each of the Replacement Options shall be the same as the terms and conditions of the Aphria Option for which it is exchanged except that such Replacement Options shall be governed by the terms and conditions of the Tilray Plan and, in the event of any inconsistency or conflict the Tilray Plan shall govern. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Aphria Options by Aphria Securityholders resident in Canada who acquired Aphria Options by virtue of their employment. Accordingly, and notwithstanding the foregoing, if required, the exercise price of a Replacement Option held by such an Aphria Securityholders will be increased such that the In-The-Money Amount of the Replacement Option immediately after the exchange does not exceed the In-The-Money Amount of the Aphria Option immediately before the exchange. For any Aphria Option that is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code, it is intended that such exchange will comply with Treasury Regulation Section 1.424(1)(a). For any Aphria Option that is a nonqualified option held by a U.S. taxpayer it is intended that such exchange will be implemented in a manner intended to comply with Section 409A of the Code. Any document previously evidencing the Aphria Option shall thereafter evidence and be deemed to evidence such Replacement Option and no certificates evidencing the Replacement Options shall be issued;

equal to the product of the Exchange Ratio, rounded down to two decimal places, multiplied by the number of Aphria Shares underlying such Aphria DSUs immediately prior to the Effective Time (rounded down to the next whole number of Tilray Shares), and the Aphria DSUs shall thereupon be cancelled. The term to expiry, conditions to and manner of receipt and other terms and conditions of each of the Replacement DSUs shall be the same as the terms and conditions of the Aphria DSU for which it is exchanged except that such Replacement DSU shall be governed by the terms and conditions of the Tilray Plan and, in the event of any inconsistency or conflict the Tilray Plan shall govern. Any document previously evidencing the Aphria DSUs shall thereafter evidence and be deemed to evidence such Replacement DSUs and no certificates evidencing the Replacement DSUs shall be issued. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Aphria DSUs by Aphria Securityholders resident in Canada who acquired Aphria DSUs by virtue of their employment;

Following receipt of the Final Order and on or prior to the Effective Date, Tilray shall deliver or cause to be delivered to the Depositary in escrow pending the Effective Time, sufficient Tilray Shares (and any treasury directions addressed to Tilray’s transfer agent as may be necessary) to satisfy the aggregate Consideration to be paid to the Aphria Shareholders (other than Aphria Dissenting Shareholders) under the Plan of Arrangement.

From and after the Effective Time: (i) the Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of Aphria issued prior to the Effective Time; (ii) the rights and obligations of the holders of the securities of Aphria and any trustee and transfer agent therefor, shall be solely as provided for in the Plan of Arrangement; and (iii) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any securities of Aphria shall be deemed to have been settled, compromised, released and determined without liability except as set forth in the Plan of Arrangement.

Aphria and Tilray reserve the right to amend, modify and/or supplement the Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that any such amendment, modification or supplement must be: (i) set out in writing, (ii) approved by Aphria and Tilray, (iii) filed with the Court, and, if made following the Aphria Meeting, approved by the Court, and (iv) communicated to or approved by the Aphria Shareholders if and as required by the Court. Any amendment, modification or supplement to the Plan of Arrangement may be proposed by Aphria at any time prior to the Aphria Meeting (provided Tilray shall have consented thereto, such consent not to be unreasonably withheld or delayed) with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Aphria Meeting (other than as may be required under the Interim Order), will become part of the Plan of Arrangement for all purposes. Any amendment, modification or supplement to the Plan of Arrangement that is approved or directed by the Court following the Aphria Meeting will be effective only if such amendment, modification or supplement (i) is consented to by each of Aphria and Tilray and (ii) if required by the Court or applicable Law, is consented to by the Aphria Shareholders voting in the manner directed by the Court. Any amendment, modification or supplement to the Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by each of Aphria and Tilray provided that such amendment, modification or supplement concerns a matter which, in the reasonable opinion of Aphria and Tilray, is of an administrative nature required to better give effect to the implementation of the Plan of Arrangement and is not adverse to the financial or economic interests of Aphria and Tilray or any former Aphria Securityholder.

The Arrangement will be implemented by way of a Court approved Plan of Arrangement under Section 182 of the OBCA pursuant to the terms of the Arrangement Agreement. The following procedural steps must be taken in order for the Arrangement to become effective:

In addition, the Arrangement will only become effective if all other conditions precedent to the Arrangement set out in the Arrangement Agreement, including approvals under the Competition Act and the HSR Act, have been satisfied or waived by the appropriate party. For a description of the other conditions precedent see “The Arrangement Agreement and Related Agreements – Conditions to Completion of the Arrangement”.

Pursuant to an engagement letter dated October 30, 2020, under which Aphria retained Jefferies to act as financial advisor to Aphria and the Aphria Board in connection with potential corporate transactions, Aphria requested that Jefferies render an opinion to the Aphria Board as to the fairness, from a financial point of view, of the Exchange Ratio to the Aphria Shareholders. At a meeting of the Aphria Board held on December 15, 2020, Jefferies delivered its opinion, subsequently confirmed in writing, to the Aphria Board to the effect that, as at the date thereof, based upon the scope of review and subject to the assumptions, limitations, qualifications, procedures and other factors set out therein, the Exchange Ratio is fair, from a financial point of view, to the Aphria Shareholders.

The full text of Jefferies’ fairness opinion, setting out the scope of review, assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the Jefferies opinion, is attached as Appendix “G” to this Circular. Jefferies’ fairness opinion was provided solely for the use and benefit of the Aphria Board (in its capacity as such) in its consideration of the Arrangement and did not address the relative merits of the transactions contemplated by the Arrangement Agreement as compared to any alternative transaction or opportunity that might be available to Aphria, nor does it address the underlying business decision by Aphria to engage in the Arrangement or the terms of the Arrangement Agreement or the documents referred to therein. Jefferies’ fairness opinion does not constitute a recommendation as to how any Aphria Shareholder should vote on the Arrangement or any matter related thereto. The following summary is qualified in its entirety by reference to the full text of Jefferies’ fairness opinion.

In arriving at its opinion, Jefferies, among other things:

In its review and analysis and in rendering the Jefferies fairness opinion, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information, data, advice, opinions, representations and other material that was supplied or otherwise made available by Aphria or that was publicly available to Jefferies (including, without limitation, the information described above), or that was otherwise reviewed by Jefferies. Jefferies relied on assurances of the management of Aphria that it is not aware of any facts or circumstances that would make such information inaccurate or misleading. In its review, Jefferies did not obtain any independent evaluation or appraisal of any of the assets or liabilities of, nor did Jefferies conduct a physical inspection of any of the properties or facilities of, Aphria, nor was Jefferies furnished with any such evaluations or appraisals of such physical inspections, nor did Jefferies assume any responsibility to obtain any such evaluations or appraisals. Without limiting the foregoing, Jefferies did not prepare a formal valuation (as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions) of Aphria or any of its securities or assets and its opinion should not be construed as such.

With respect to the financial forecasts provided to and examined by Jefferies, Jefferies noted that projecting future results of any company is inherently subject to uncertainty. Aphria informed Jefferies, however, and Jefferies assumed, that such financial forecasts were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Aphria as to the future financial performance of Aphria and Tilray. In addition, Aphria informed Jefferies, and Jefferies assumed, that the Synergies were reasonably prepared on bases reflecting the best available estimates and good faith judgments of the management of Aphria as to the amount and timing of certain cost savings and related expenses anticipated to result from the Arrangement, and Jefferies relied upon the assessment of the management of Aphria as to the ability of the Combined Company to achieve the Synergies in the amounts and at the times projected. Jefferies expressed no opinion as to the financial forecasts or the Synergies provided to Jefferies by Aphria, or the assumptions on which they were made.

Jefferies’ fairness opinion was based on economic, monetary, regulatory, market and other conditions existing and which could be evaluated as of the date of Jefferies’ fairness opinion. Jefferies expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which Jefferies becomes aware after the date of its opinion, being December 15, 2020.

Jefferies are not legal, regulatory, accounting or tax experts and relied on the assessments made by Aphria and its professional advisors with respect to such matters. Jefferies made no independent investigation of any legal,

regulatory, accounting or tax matters affecting Aphria, and assumed the correctness in all respects material to its analysis of all legal, regulatory, accounting and tax advice given to Aphria and the Aphria Board, including, without limitation, advice as to the legal, regulatory, accounting and tax consequences of the terms of, and transactions contemplated by, the Arrangement Agreement to Aphria and the Aphria Shareholders. In addition, in preparing its opinion, Jefferies did not take into account any tax consequences of the transactions contemplated by the Arrangement Agreement to any Aphria Shareholder. In preparing its opinion, Jefferies assumed that the executed Arrangement Agreement would not differ in any material respect from the draft that Jefferies reviewed, and that the Arrangement would be consummated in accordance with the terms and conditions of the Arrangement Agreement without waiver of, or amendment to, any term or condition that is in any way material to Jefferies’ analyses. Jefferies also assumed that in the course of obtaining the necessary regulatory or third party approvals, consents and releases necessary to consummate the transactions contemplated by the Arrangement Agreement, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on Aphria, Tilray, any Aphria Shareholder or the contemplated benefits of the Arrangement.

Jefferies’ fairness opinion is for the use and benefit of the Aphria Board in its consideration of the Arrangement, and Jefferies’ fairness opinion does not address the relative merits of the transactions contemplated by the Arrangement Agreement as compared to any alternative transaction or opportunity that might be available to Aphria, nor does it address the underlying business decision by Aphria to engage in the Arrangement or the terms of the Arrangement Agreement or the documents referred to therein. Jefferies’ fairness opinion does not constitute a recommendation as to how any Aphria Shareholder should vote on the Arrangement or any matter related thereto. In addition, Jefferies’ fairness opinion does not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of Aphria, other than the Aphria Shareholders. Jefferies expressed no opinion as to the price at which Aphria Shares or Tilray Shares would trade at any time. Furthermore, Jefferies did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of Aphria’s officers, directors or employees, or any class of such persons, in connection with the transactions contemplated by the Arrangement Agreement relative to the consideration to be received by the Aphria Shareholders.

In connection with rendering its opinion to the Aphria Board, Jefferies performed a variety of financial and comparative analyses, which are summarized below. The following summary is not a complete description of all analyses performed and factors considered by Jefferies in connection with its opinion. The preparation of a financial opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the analyses summarized below that reference selected public companies analyses, no company used as a comparison was identical or directly comparable to Aphria or Tilray. These analyses necessarily involved complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies or transactions concerned.

Jefferies believes that its analyses and the summary below must be considered as a whole and that selecting portions of its analyses and factors, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Jefferies’ analyses and opinion. Jefferies did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole.

The estimates of the future performance of Aphria and Tilray underlying Jefferies’ analyses are not necessarily indicative of future results or values, which may be significantly more or less favourable than those estimates. In performing its analyses, Jefferies considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Aphria and Tilray. Estimates of the financial value of companies do not purport to be appraisals or necessarily reflect the prices at which companies or securities may actually be sold or acquired. Accordingly, the estimates used in, and the range of the valuations resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as Jefferies’ view of the actual value of Aphria Shares or Tilray Shares.

The decision by Aphria to enter into the Arrangement Agreement was solely that of the Aphria Board. Jefferies’ fairness opinion was only one of many factors considered by the Aphria Board in its evaluation of the transactions contemplated by the Arrangement and should not be viewed as determinative of the views of the Aphria Board or Aphria management with respect to the Arrangement or the Exchange Ratio.

The following is a brief summary of the material financial analyses provided to the Aphria Board and performed by Jefferies in connection with its opinion. The management projections for Aphria (“Aphria Management Projections”) and Tilray, as provided to and adjusted by Aphria management, and as approved by Aphria management for use by Jefferies (“Tilray Adjusted Management Projections”, and together with the Aphria Management Projections, the “Management Projections”) for the Aphria fiscal years ending May 31, 2021 through May 31, 2024, and for the Tilray fiscal years ending December 31, 2020 through December 31, 2023 (extrapolated to May 31, 2024 as per Aphria management), respectively, are described in the sections entitled “Description of the Arrangement – Aphria Unaudited Financial Projections”.

Jefferies relied principally upon discounted cash flow analyses in connection with its opinion, although it also performed additional financial analyses and included some observations in the subsequent section “Description of the Arrangement – Opinion of Aphria’s Financial Advisor – Additional Information”. Using the Management Projections, Jefferies performed discounted cash flow analyses of: (i) Aphria on a stand-alone basis; (ii) Aphria and Tilray on a pro forma combined basis using the exchange ratio of 0.8381x and including 100% of expected cost synergies; (iii) Tilray on a standalone-basis; and (iv) Tilray on a standalone-basis including 100% of expected cost synergies.

Using the Aphria Management Projections, Jefferies performed a discounted cash flow analysis on Aphria on a stand-alone basis. Using discount rates ranging from 10.0% to 12.0%, reflecting estimates of Aphria’s weighted average cost of capital, Jefferies discounted to present value, as of August 31, 2020; (i) estimates of the projected free cash flows of Aphria through fiscal year ending May 31, 2024, based on information contained in the Aphria Management Projections; (ii) a range of terminal year values for Aphria derived by applying exit multiples ranging from 10.5x to 14.5x to a terminal year estimate of Aphria’s Adjusted EBITDA, excluding the Aphria Diamond 49% non-controlling interest in fiscal year 2024; and (iii) estimates of the tax benefits from non-capital loss carry forward as provided by Aphria management. Unlevered free cash flow was calculated by tax effecting Aphria’s forecasted operating income figure at Aphria’s tax rate of 26.5% as provided by Aphria management, adding back depreciation and amortization, deducting capital expenditures, changes in net working capital, free cash flow attributable to the Aphria Diamond 49% non-controlling interest and contingent earn-out payments due to SweetWater, in the case of each of the foregoing, as included in the Aphria Management Projections, and was adjusted by Jefferies to further include the impact of share-based compensation as provided by Aphria management. Jefferies derived ranges of implied enterprise values for Aphria by adding the ranges of present values derived above. Jefferies then subtracted from the range of implied enterprise values amounts for Aphria’s indebtedness and added amounts for Aphria’s cash and the book value of its majority equity interest in Latam Holdings Inc. (excluded from the Aphria Management Projections), in each case as of August 31, 2020, pro forma for cash paid, and equity and debt issued to fund the subsequent acquisition of SweetWater (in each case as provided by Aphria management), and where applicable using a foreign exchange rate of 0.7822 US$/C$ as per Capital IQ as of December 14, 2020, to derive a range of implied equity values for Aphria. Jefferies then divided the range of implied equity values it derived by the number of fully diluted shares of Aphria as of December 14, 2020, as provided by the management of Aphria and using the treasury stock method to calculate dilution from options, warrants and convertible notes, to derive a range of implied equity values per share. This analysis indicated an implied equity value reference range per Aphria Share of approximately C$9.54 to C$13.38 on a stand-alone basis.

To derive the range of exit multiples, Jefferies selected the EBITDA exit multiple range of 10.5x to 14.5x in its professional judgment based on its review of publicly available financial and market information for both Aphria and Tilray, and the Selected Public Companies, including the Selected Alcohol and Tobacco Companies as set out below, which Jefferies in its professional judgment considered relevant for comparative purposes for the terminal years, given their operation in related, but more mature and profitable sectors.

Jefferies also performed a discounted cash flow analysis of Aphria Shareholders’ share of the Combined Company at the Exchange Ratio. This analysis followed the methodology outlined above for Aphria on a stand-alone basis, while also including the contribution of the Tilray Adjusted Management Projections and the Synergies, net of the costs to achieve the Synergies as per Aphria management. Other adjustments relative to the stand-alone methodology above included the selection of discount rates ranging from 9.8% to 11.8%, reflecting estimates of the Combined

Company’s weighted average cost of capital (incorporating a lower size premium within the cost of equity, as a result of greater scale), and a Combined Company estimated tax rate of 25.0% as per Aphria management. Jefferies derived ranges of implied enterprise values for the Combined Company adding the ranges of present values derived above. Jefferies then subtracted from the range of implied values for the Combined Company estimated indebtedness, added cash and other items (as outlined above, with the addition of Tilray’s indebtedness and cash as of September 30, 2020, pro forma for subsequent at-the-market equity issuance as provided by Tilray management), net of estimated transaction expenses, to derive a range of implied equity values for the Combined Company. Jefferies then divided the range of implied equity values by the estimated number of fully diluted shares of the Combined Company expected to be outstanding following the Arrangement, based on the Exchange Ratio of 0.8381x, the number of fully diluted shares of Aphria and Tilray as provided by the management of Aphria and Tilray as of December 14, 2020, and using the treasury stock method and implied equity value per share to calculate dilution from options, warrants and convertible notes, to derive a range of implied equity values per share for the Combined Company.

Jefferies excluded considerations of revenue synergies and increased strategic flexibility from these analyses.

Jefferies multiplied the range of implied equity values per share for the Combined Company by the 0.8381x Exchange Ratio to derive a range of implied equity values per Aphria Share. This analysis indicated an implied equity value reference range of approximately C$9.77 to C$13.70 per Aphria Share for the Aphria Shareholders’ share of the Combined Company. Jefferies observed that this range was higher than the reference range derived above on a stand-alone basis, of approximately C$9.54 to C$13.38 per Aphria Share.

Using the Tilray Adjusted Management Projections, Jefferies performed a discounted cash flow analysis on Tilray on a stand-alone basis. Using discount rates ranging from 10.0% to 12.0%, reflecting estimates of Tilray’s weighted average cost of capital, Jefferies discounted to present value, as of August 31, 2020; (i) estimates of the projected free cash flows of Tilray through Aphria’s fiscal year ending May 31, 2024, based on information contained in the Tilray Adjusted Management Projections; (ii) a range of terminal year values for Tilray derived by applying exit multiples ranging from 10.5x to 14.5x to a terminal year estimate of Tilray’s Adjusted EBITDA in Aphria’s fiscal year 2024; and (iii) estimates of the tax benefits from non-capital loss carry forward as provided by Tilray management and approved for use by Aphria management. Unlevered free cash flow was calculated by tax effecting Tilray’s forecasted operating income figure at Tilray’s tax rate of 25.0% as provided by Tilray management and approved for use by Aphria management, adding back depreciation and amortization, deducting capital expenditures and changes in net working capital, in the case of each of the foregoing, as included in the Tilray Adjusted Management Projections. Jefferies derived ranges of implied enterprise values for Tilray adding the ranges of present values derived above. Jefferies then subtracted from the range of implied enterprise values amounts for Tilray’s indebtedness and added amounts for Tilray’s cash, in each case as of September 30, 2020, pro forma for Tilray’s at-the-market financing (as provided by Tilray management), and where applicable converted to Canadian dollars using a foreign exchange rate of 0.7822 US$/C$ as per Capital IQ as of December 14, 2020, to derive a range of implied equity values for Tilray. Jefferies then divided the range of implied equity values it derived by the number of fully diluted shares of Tilray as of December 14, 2020, as provided by the management of Tilray and using the treasury stock method to calculate dilution from options, warrants and convertible notes, to derive a range of implied equity values per share. This analysis indicated an implied equity value reference range per Tilray Share of approximately US$5.29 to US$7.64 on a stand-alone basis.

To derive the range of exit multiples, Jefferies selected the EBITDA exit multiple range of 10.5x to 14.5x in its professional judgment based on its review of publicly available financial and market information for both Aphria and Tilray, and the Selected Public Companies, including the Selected Alcohol and Tobacco Companies as set out below, which Jefferies in its professional judgment considered relevant for comparative purposes for the terminal years, given their operation in related, but more mature and profitable sectors.

Jefferies also performed a discounted cash flow analysis on Tilray including Synergies. This analysis followed the methodology outlined above for Tilray on a stand-alone basis, while also including the contribution of the Synergies, net of the costs to achieve the Synergies as per Aphria management. Other adjustments relative to the stand-alone methodology above included selection of discount rates ranging from 9.8% to 11.8%, reflecting estimates of the Combined Company’s weighted average cost of capital (incorporating a lower size premium within the cost of equity, as a result of greater scale), and a Combined Company estimated tax rate of 25.0% as per Aphria management. Jefferies derived ranges of implied enterprise values for Tilray adding the ranges of present values derived above.

Jefferies then subtracted from the range of implied values amounts for Tilray’s indebtedness and added amounts for Tilray’s cash as of September 30, 2020, pro forma for Tilray’s at-the-market financing, (as provided by Tilray management), and where applicable converted to Canadian dollars using a foreign exchange rate of 0.7822 US$/C$ as per Capital IQ as of December 14, 2020, to derive a range of implied equity values for Tilray including Synergies. Jefferies then divided the range of implied equity values by the number of fully diluted shares of Tilray as of December 14, 2020, as provided by the management of Tilray and using the treasury stock method to calculate dilution from options, warrants, and convertible notes, to derive a range of implied equity values per share. This analysis indicated an implied equity value reference range per Tilray Share of approximately US$10.01 to US$12.26.

Jefferies excluded considerations of revenue synergies and increased strategic flexibility from these analyses.

Jefferies calculated a reference range of exchange ratios implied by the discounted cash flow analyses outlined above.

To derive a reference range of implied exchange ratios based on Aphria and Tilray on a stand-alone basis, excluding the Synergies, Jefferies divided the low end of the implied equity value reference range per Aphria Share (C$9.54) by the low end of the implied equity value reference range per Tilray Share (US$5.29), and by dividing the high ends of the same ranges (C$13.38 and US$7.64 respectively), indicated by the discounted cash flow analyses above, and using a foreign exchange rate of 0.7822 US$/C$ as per Capital IQ as of December 14, 2020. This analysis indicated an implied exchange ratio reference range of 1.4111x to 1.3706x, but does not reflect the benefit of the Synergies, which are fundamental to Jefferies’ analysis of the Arrangement.