Tilray

Canada:

Aphria One (Cannabis Cultivation and Processing) · Leamington, ON · Cannabis · Owned · 1,400,000

Aphria Diamond Ltd. (Cannabis Cultivation) · Leamington, ON · Cannabis · Owned1 · 1,500,000

Broken Coast (Cannabis Cultivation) · Nanaimo, BC · Cannabis · Owned · 60,000

High Park Holdings (Cannabis 2.0 Processing) · London, ON · Cannabis · Leased · 134,000

Manitoba Harvest (Hemp Processing) · Winnipeg, MB · Wellness · Leased · 15,000

Manitoba Harvest (Hemp Processing) · St. Agathe, MB · Wellness · Owned · 35,000

Hexo Operations Inc. (Cannabis Cultivation and Processing) · Gatineau, QC · Cannabis · Owned · 1,292,000

Redecan (Cannabis Cultivation and Processing) · Fenwick, ON · Cannabis · Owned · 400,000

Redecan (Cannabis Cultivation and Processing) · Cayuga, ON · Cannabis · Owned4 · 1,644,000

United States:

SweetWater Brewery (Craft Brewery) · Atlanta, GA · Beverage · Owned · 158,000

Breckenridge Brewery (Craft Brewery) · Fort Collins, CO · Beverage · Owned · 33,000

Breckenridge Distillery (Craft Distillery) · Breckenridge, CO · Beverage · Owned · 23,000

Breckenridge Distillery Warehouse (Storage) · Denver, CO · Beverage · Owned · 75,000

Montauk Brewing Company (Brewery/Pub facility) · Montauk, NY · Beverage · Leased · 4,000

Fort Collins (Warehouse - Inactive) · Fort Collins, CO · N/A · Owned5 · 50,000

Breckenridge Brewery, LLC (Brewery/Pub facility) · Littleton, CO · Beverage · Owned · 450,000

Breckenridge Brewery, LLC (Brewpub) · Littleton, CO · Beverage · Owned · 2,500

Craft Brew Alliance, Inc. (Craft Brewery) · Portland, OR · Beverage · Owned · 82,000

BBI Acquisition Co. (Brewpub) · Breckenridge, CO · Beverage · Leased · 8,000

Blue Point Brewing Company, Inc. (Distribution) · Patchogue, NY · Beverage · Leased · 54,000

Blue Point Brewing Company, Inc. (Storage) · Patchogue, NY · Beverage · Leased · 20,000

10 Barrel Brewing (Brewpub) · Bend, OR · Beverage · Leased · 4,000

10 Barrel Brewing, LLC (Brewpub) · Portland, OR · Beverage · Leased · 8,000

10 Barrel Brewing, LLC (Storage) · Bend, OR · Beverage · Leased · 4,000

10 Barrel Brewing, LLC (Storage) · Bend, OR · Beverage · Leased · 1,930

10 Barrel Brewing, LLC (Processing / Pub facility) · Bend, OR · Beverage · Leased · 69,000

10 Barrel Brewing, LLC (Craft Brewery) · Bend, OR · Beverage · Leased · 25,000

10 Barrel Brewing Idaho, LLC (Brewpub) · Boise, ID · Beverage · Leased · 9,000

Redhook (Brewery/Pub facility) · Seattle, WA · Beverage · Leased · 13,000

Widmer (Craft Brewery) · Portland, OR · Beverage · Leased · 3,000

Terrapin Beer Company, LLC (Brewery/Pub facility) · Athens, GA · Beverage · Owned · 100,000

Terrapin Beer Company, LLC (Warehouse / Storage) · Athens, GA · Beverage · Owned · 24,000

Terrapin Beer Company, LLC (Processing / Distribution) · Athens, GA · Beverage · Leased · 68,000

Atwater Brewing (Brewpub) · Detroit, MI · Beverage · Leased3 · 20,000

Atwater Brewing (Brewpub) · Grand Rapids, MI · Beverage · Leased3 · 6,000

Atwater Brewing (Restaurant / Brewpub) · Grosse Pointe Park, MI · Beverage · Leased3 · 10,000

McKenzie River Brewing Company, LLC (Brewery/Pub facility) · Eugene, OR · Beverage · Owned · 150,000

McKenzie River Brewing Company, LLC (Restaurant / Brewpub) · Springfield, OR · Beverage · Leased · 20,000

McKenzie River Brewing Company, LLC (Processing / Distribution) · Eugene, OR · Beverage · Leased · 32,000

Revolver Brewing Company, LLC (Brewpub) · Grandbury, TX · Beverage · Leased · 32,000

BrewDog U.S. (Restaurant / Bar) · New Albany, OH · Beverage · Leased · 8,635

BrewDog U.S. (Brewpub) · Cleveland, OH · Beverage · Leased · 9,855

BrewDog U.S. (Brewpub / Restaurant) · Las Vegas, NV · Beverage · Leased · 30,000

BrewDog U.S. (Restaurant / Bar / Hotel) · Canal Winchester, OH · Beverage · Owned · 150,000

International:

Tilray EU Campus and Cultivation Site (Cannabis Cultivation and Processing) · Cantanhede, Portugal · Cannabis · Owned2 · 3,300,000

CC Pharma (Distribution Operations) · Densborn, Germany · Distribution · Owned · 70,000

Aphria RX (Cannabis Cultivation) · Neumünster, Germany · Cannabis · Owned · 65,000

FL Group Srl (Distribution Operations) · Vado Ligure, Italy · Cannabis · Leased · 4,700

ABP (Distribution Operations) · Buenos Aires, Argentina · Distribution · Leased · 10,000

Lyphe (Distribution Operations) · Farnborough, United Kingdom · Cannabis · Leased · 2,100

Lyphe (Distribution Operations) · Farnborough, United Kingdom · Cannabis · Leased · 2,100

BrewDog U.K. (Restaurant / Bar) · Birmingham, United Kingdom · Beverage · Leased · 1,400

BrewDog U.K. (Restaurant / Bar / Hotel) · Edinburgh, United Kingdom · Beverage · Leased · 25,000

BrewDog U.K. (Restaurant / Bar) · Edinburgh, United Kingdom · Beverage · Leased · 4,650

BrewDog U.K. (Restaurant / Bar) · Canary Wharf, United Kingdom · Beverage · Leased · 9,600

BrewDog U.K. (Restaurant / Bar) · London, United Kingdom · Beverage · Leased · 5,500

BrewDog U.K. (Restaurant / Bar) · London, United Kingdom · Beverage · Leased · 8,900

BrewDog U.K. (Restaurant / Bar) · London, United Kingdom · Beverage · Leased · 29,000

BrewDog U.K. (Restaurant / Bar) · Manchester, United Kingdom · Beverage · Leased · 3,000

BrewDog U.K. (Restaurant / Bar) · London, United Kingdom · Beverage · Leased · 5,500

BrewDog U.K. (Warehouse / Distribution) · Motherwell, United Kingdom · Beverage · Leased · 127,000

BrewDog U.K. (Restaurant / Bar) · Manchester, United Kingdom · Beverage · Leased · 14,600

BrewDog U.K. (Brewpub / office) · Ellon, Scotland · Beverage · Owned · 16,000

BrewDog U.K. (Restaurant / Bar) · Aberdeen, United Kingdom · Beverage · Leased · 6,600

BrewDog U.K. (Restaurant / Bar) · Bristol, United Kingdom · Beverage · Leased · 9,600

• Tilray Medical Italia S.r.l. fka FL Group S.r.l. Italy⁸
• Tilray Portugal Unipessoal, Lda. Portugal⁸
• Tilray Ventures Limited Ireland⁸
• Travel Clinic Farnborough Ltd. United Kingdom⁸

• Developments affecting production sites, including at our breweries or our distillery in Breckenridge, could negatively impact financial results for our beverage business segment.
• Our ability to complete the BrewDog U.S. acquisition is subject to regulatory approvals, and we may face risks associated with integrating all of the acquired BrewDog businesses.
• Sweetwater, Breckenridge, Montauk, BrewDog and our other recently-acquired craft beverage brands portfolio each face substantial competition in the beer industry and the broader market for alcoholic beverage products, which could impact our business and financial results.
• Sweetwater, Breckenridge, Montauk, BrewDog and our other recently-acquired craft beverage brands portfolio are each dependent on distributors to deliver sustained growth and distribute products.
• Risks Related to Ongoing Litigation Claims
• We are subject to litigation, arbitration and demands, which could result in significant liability and costs, and impact our resources and reputation.
• General Business Risks and Risks Related to Our Financial Condition and Operations
• The Company’s business may be materially adversely affected by the imposition of duties and tariffs and other trade barriers and retaliatory countermeasures implemented by the U.S. and other governments.
• Additional impairments of our goodwill, additional impairments of our intangible and other long-lived assets, and changes in the estimated useful lives of intangible assets could have a material adverse impact on our financial results.
• We have a limited operating history and a history of net losses, and we may not achieve or maintain profitability in the future.
• We are exposed to risks relating to the laws of various countries as a result of our international operations.
• We are required to comply concurrently with all applicable laws in each jurisdiction where we operate or to which we export our products, and any changes to such laws could adversely impact our business.
• Our strategic alliances and other third-party business relationships may not achieve the intended beneficial impact and expose us to risks.
• We may not be able to successfully identify and execute future acquisitions, dispositions or other equity transactions or to successfully manage the impacts of such transactions on our operations.
• We are subject to risks inherent in an agricultural business, including the risk of crop failure.
• We depend on significant customers for a substantial portion of our revenue. If we fail to retain or expand our customer relationships or significant customers reduce their purchases, our revenue could decline significantly.
• We may be unable to attract or retain key personnel, and we may be unable to attract, develop and retain additional employees required for our development and future success.
• Increased labor costs, potential organization of our workforce, employee strikes, work stoppages, and other labor-related disruption may adversely affect our business, financial conditions and operations.
• Significant interruptions in our access to certain supply chains for key inputs such as raw materials, aluminum, supplies, electricity, water and other utilities may impair our operations.
• We may be negatively impacted by volatility in the political and economic environment, and a period of sustained inflation across the markets in which we operate could result in higher operating costs.
• We face risks associated with the transportation of our products to consumers in a safe and efficient manner.
• Our products may be subject to recalls for a variety of reasons, which could require us to expend significant management and capital resources.
• We may be subject to product liability claims or regulatory action. This risk is exacerbated by the fact that cannabis use may increase the risk of serious adverse side effects.
• We, or the cannabis industry more generally, may receive unfavorable publicity or become subject to negative consumer or investor perception.
• Failure to comply with safety, health and environmental regulations applicable to our operations and industry may expose us to liability and impact operations.
• We may experience breaches of security at our facilities, which could result in product loss and liability.
• We may be subject to risks related to our information technology systems, including service interruption, cyber-attacks and misappropriation of data, which could disrupt operations and may result in financial losses and reputational damage.
• The cannabis industry continues to face significant funding challenges, and we may not be able to secure adequate or reliable sources of funding, which may impact our operations and potential expansion.
• Our existing and future debt agreements may contain covenant restrictions that limit our ability to operate our business and pursue beneficial transactions.
• Servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our debt.
• Management may not be able to successfully establish and maintain effective internal controls over financial reporting.
• Since a significant portion of our sales are generated in Canada and other countries outside the United States, fluctuations in foreign currency exchange rates could harm our results of operations.
• We may have exposure to greater than anticipated tax liabilities, which could harm our business.
• We may not be able to utilize our net operating loss carryforwards which could result in greater than anticipated tax liabilities.
• We are self-insured for certain losses, which may expose us to significant unexpected costs and adversely affect our financial condition and results of operations.
• Risks Related to Ownership of Our Securities
• The price of our common stock in public markets has experienced and may continue to experience severe volatility and fluctuations.
• The volatility of our stock and the stockholder base may hinder or prevent us from engaging in beneficial corporate initiatives.
• If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, our stock price and trading volume could decline.
• Risks Related to our Convertible Securities
• We may not have the ability to raise the funds necessary to settle conversions of the Convertible Securities in cash or to repurchase the Convertible Securities upon a fundamental change.
• The conditional conversion feature of the Convertible Securities, if triggered, may adversely affect our financial condition and operating results.
• Conversion of the Convertible Securities may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock.
• Certain provisions in the indentures governing the Convertible Securities may delay or prevent an otherwise beneficial takeover attempt of us.
• Our stockholders may be subject to dilution resulting from future offerings of common stock by us.
• Provisions in our corporate charter documents could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current board of directors.
• Risks Related to our Cryptocurrency Strategy.
• Our cryptocurrency strategy faces high risk and uncertainty in light of market volatility and an evolving regulatory landscape.
• Risks Related to our Intellectual Property
• We may not be able to adequately protect our intellectual property.
• We may not realize the full benefit of the clinical trials or studies that we participate in if we are unable to secure ownership or the exclusive right to use the resulting intellectual property on commercially reasonable terms.
• General Risk Factors
• We may not be able to maintain adequate insurance coverage, the premiums may not continue to be commercially justifiable, and coverage limitations or exclusions may leave us exposed to uninsured liabilities.
• The financial reporting obligations of being a public company and maintaining a dual listing on NASDAQ and on the TSX requires significant company resources and management attention.
• As a cannabis company, we may be subject to heightened scrutiny in Canada and the United States that could materially adversely impact the liquidity of our shares of common stock.
• Tax and accounting requirements may change in ways that are unforeseen to us and we may face difficulty or be unable to implement or comply with any such changes.
• Geopolitical instability involving the conflict in Iran could increase fuel and energy costs in Europe and adversely affect our operations and results.