Tilray Brands (TLRY) 8-K/A Tilray, Inc. Reports Fourth Quarter and Full Fiscal Year 2019 Financial Results

Exhibit 99.1

PRESS RELEASE March 2, 2020

Tilray, Inc. Reports Fourth Quarter and Full Fiscal Year 2019 Financial Results

Revenue Increased 287% to $167.0 (C$217.4) Million in Full Fiscal Year 2019 Compared to the Prior Year

Adult-Use Revenue Increased Over Three-Fold in the Fourth Quarter Compared to the Prior Year Period; 7% Sequential Quarterly Revenue Growth

Signed and Closed $60 Million Senior Credit Facility

NANAIMO, BRITISH COLUMBIA– Tilray, Inc. (“Tilray” or the “Company”) (Nasdaq: TLRY), a global pioneer in cannabis production, research, cultivation and distribution, reports financial results for the fourth quarter and full fiscal year ended December 31, 2019. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated.

“Our full year results demonstrate strong sales growth momentum, which we expect to continue in 2020,” said Brendan Kennedy, Tilray’s Chief Executive Officer. “Like our peers, we have faced industry challenges, but we remain committed to driving long-term value for our shareholders. Tilray has a diversified business model comprised of global medical, Canadaadult-use and hemp products which positions us well in the current volatile market environment. We are still in the early days of this emerging growth industry and will continue being good stewards of shareholder capital as we aim to build the world’s most trusted and valued cannabis and hemp company.”

2019 Financial Highlights

● Revenue increased to $167.0 (C$217.4) million, up 287.2% compared to last year. The increase in revenue was driven by significant growth in sales for the Canadianadult-use market, international medical markets as well as the acquisition of Manitoba Harvest.

	For the three months ended December 31,								For the year ended December 31,
	2019		2018		$ Change		% Change		2019		2018		$ Change		% Change
Cannabis
Adult-use	$	17,007	$	4,660	$	12,347		265%	$	55,763	$	3,521	$	52,242		N/A
Canada - medical		3,332		2,845		487		17%		12,556		18,052		(5,496)		(30)%
International - medical		4,008		1,056		2,952		280%		13,378		2,912		10,466		359%
Bulk		3,924		6,970		(3,046)		(44)%		25,450		18,645		6,805		36%
Total cannabis revenue		28,271		15,531		12,740		82%		107,147		43,130		64,017		148%
Hemp		18,665		—		18,665		N/A		59,832		—		59,832		N/A
Total revenue	$	46,936	$	15,531	$	31,405		202%	$	166,979	$	43,130	$	123,849		287%
Excise tax included in revenue	$	4,429	$	1,203	$	3,226		268%	$	13,136	$	1,200	$	11,936		N/A

N/A: Not a meaningful percentage.    

PRESS RELEASE March 2, 2020

● Total cannabis kilogram equivalents sold increased over 446% to 35,380 kilograms from 6,478 kilograms in the prior year.

● Average cannabis net selling price per gram decreased to $3.01 (C$3.90) compared to $6.63 (C$8.63) in the prior year.

● Net loss for the year was $321.2 million, or $3.20 per share, compared to $67.7 million, or $0.82 per share, for 2018. In 2019, the Company recordednon-cash charges of $112.1 million related to impairment of the Authentic Brands Group LLC (“ABG”) agreement as well as $68.6 million in inventory reserves. Adjusted EBITDA was a loss of $89.8 million compared to a loss of $28.3 million the prior year.

Fourth Quarter 2019 Financial Highlights

● Revenue increased 202.2% to $46.9 million (C$61.0 million), compared to the fourth quarter of last year, driven by the Canadianadult-use market, the Manitoba Harvest acquisition, and growth in international medical markets. The Company recorded reserves of $4.2 million related to discounts and returns.

	Three months ended
	March 31,		June 30,		September 30,		December 31,
Cannabis
Adult-use	$	7,881	$	15,041	$	15,834	$	17,007
Canada - medical		2,997		2,328		3,899		3,332
International - medical		1,812		1,850		5,708		4,008
Bulk		4,766		6,750		10,010		3,924
Total cannabis revenue		17,456		25,969		35,451		28,271
Hemp		5,582		19,935		15,650		18,665
Total revenue	$	23,038	$	45,904	$	51,101	$	46,936
Excise tax included in revenue	$	1,914	$	3,862	$	2,931	$	4,429

● Total cannabis kilogram equivalents sold increased over seven-fold to 15,039 kilograms from 2,053 kilograms in the prior year period.

● Average cannabis net selling price per gram decreased to $1.87 (C$2.43) compared to $7.52 (C$10.05) in the prior year period. The average net selling price excluding excise taxes foradult-use was $3.19 (C$4.16) per gram for the fourth quarter of 2019. The decrease was due to a shift in product and channel mix.

● Gross margin, excludingnon-cash return and inventory reserves, decreased sequentially to 29% from 31% in the prior quarter and increased compared to the fourth quarter of 2018 gross margin of 20%. Includingnon-cash charges, gross margin in the fourth quarter of 2019 was negative 120%.

● Net loss for the quarter was $219.1 million or $2.14 per share compared to a loss of $31.0 million or $0.33 per share for the prior year period. Adjusted EBITDA was a loss of $35.3 million compared to a loss of $13.3 million in the prior year period. The increased net loss

PRESS RELEASE March 2, 2020

and Adjusted EBITDA declines were primarily due to increases in operating expenses related to growth initiatives, expansion of international teams, and the addition of Manitoba Harvest and Natura Naturals businesses.

Senior Credit Facility

The Company closed a $60 million senior credit facility on February 28, 2020 that bears interest at prime plus 8% and has a two year term. The Company ended 2019 with $97 million in cash.

2019 Business Highlights    

● Canadianadult-use brand portfolio expansion:

o High Park^™, a subsidiary of Tilray, launched the second phase of itsadult-use product portfolio including vape, edible and beverage products, across Canada where regulations allow. New brand and product additions include:

◾ Canaca – pure cannabis oil,all-in-one vape pens and cartridges;

◾ Marley Natural – pure cannabis oil vape cartridges;

◾ Chowie Wowie – cannabis-infused chocolates and gummies in THC and CBD varieties;

◾ Everie –non-alcoholic,CBD-infusedready-to-brew teas and sparkling beverages with all natural flavors. Everie is the debut brand for Fluent, Tilray’s joint venture with AB InBev, facilitated through High Park and Labatt Breweries of Canada.

● Addition of Hemp products business:

o Tilray completed its acquisition of Manitoba Harvest. The Company now has hemp products available in over 17,000 retail doors and 20 countries around the world.

● Key international market developments:

o Tilray Portugal received two Good Manufacturing Practice (GMP) certifications in accordance with European Union standards, for its manufacturing facility in Cantanhede, Portugal. These certifications permit the Company to manufacture and exportGMP-certified bulk and finished medical cannabis products, including dried flower and oils, from Portugal to Germany and other European and international markets with legal medical cannabis regulations. Tilray remains the only licensed producer to be GMP certified in two countries, Canada and Portugal.

o Successfully resupplied a bulk amount of medical cannabis in the U.K. and exported medical cannabis to Ireland.

o Successfully exported medical cannabis to Germany and Israel from Portugal, and to Switzerland from Germany. In total, Tilray’s medical cannabis products have been made available in 15 countries on 5 continents across the world.

● Executive leadership team expansion:

PRESS RELEASE March 2, 2020

o Jon Levin, formerly of Revlon, joined the Company as Chief Operating Officer.

o Michael Kruteck, formerly of Molson Coors and Pharmaca, joined the Company as Chief Financial Officer. Mark Castaneda, the Company’s Chief Financial Officer, will transition to a strategic business development role after the10-K has been filed for the fiscal year ended December 31, 2019.¹

o Katy Dickson, formerly of Mattel and General Mills, joined the Company as President of Manitoba Harvest.

● Clinical research developments:

o Imported medical cannabis into the United States from Canada for a new clinical trial evaluating the efficacy of medical cannabis as a treatment for taxane-induced peripheral neuropathy (TIPN) secondary to treatment with paclitaxel or docetaxel. TIPN affects more than 67% of women undergoing breast cancer treatment.

o Announced support for additional global clinical trials; studying the efficacy of medical cannabis as treatment in reducing severe behavioral problems in children with intellectual disabilities; and another trial examining the safety, tolerability and effectiveness of medical cannabis on immune activation in people living with HIV.

● Tilray closed its merger with Privateer Holdings, Inc. in December.

¹ Announced January 14, 2020

PRESS RELEASE March 2, 2020

Conference Call

The Company will host a conference call to discuss these results today at 5:00 p.m. ET. Investors interested in participating in the live call can dial877-489-6528 from the U.S. and629-228-0736 internationally. A telephone replay will be available approximately two hours after the call concludes through Monday, March 16, 2020, by dialing855-859-2056 from the U.S., or404-537-3406 from international locations, and entering confirmation code 8197352.

There will also be a simultaneous, live webcast available on the Investors section of the Company’s website at www.tilray.com. The webcast will be archived for 30 days.

About Tilray^®

Tilray (Nasdaq: TLRY) is a global pioneer in the research, cultivation, production and distribution of cannabis and cannabinoids currently serving tens of thousands of patients and consumers in 15 countries spanning five continents.

Forward Looking Statements

This press release contains “forward-looking statements”, which may be identified by the use of words such as, “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe, “intend”, “plan”, “forecast”, “project”, “estimate”, “outlook” and other similar expressions, including statements regarding our growth potential, the sustainability of growth, demand for our products and the medical andadult-use cannabis markets, anticipated plans for strategic partnerships and acquisitions, and future sales of our common stock. Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, including assumptions in respect of current and future market conditions. Actual results, performance or achievement could differ materially from that expressed in, or implied by, any forward-looking statements in this press release, and, accordingly, you should not place undue reliance on any such forward-looking statements and they are not guarantees of future results. Forward-looking statements involve significant risks, assumptions, uncertainties and other factors that may cause actual future results or anticipated events to differ materially from those expressed or implied in any forward-looking statements. Please see the heading “Risk Factors” in Tilray’s Annual Report on Form10-K, which was filed with the Securities and Exchange Commission on March 2, 2020, for a discussion of the material risk factors that could cause actual results to differ materially from the forward-looking information. Tilray does not undertake to update any forward-looking statements that are included herein, except in accordance with applicable securities laws.

PRESS RELEASE March 2, 2020

Use ofNon-U.S. GAAP Financial Measures

To supplement its financial statements, the Company provides investors with information related to Adjusted EBITDA, which is not a financial measure calculated in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Adjusted EBITDA is calculated as net income (loss) before inventory valuation adjustments; interest expenses, net; other income, net; deferred income tax (recoveries) expenses, current income tax expenses; foreign exchange gain (loss), net; depreciation and amortization expenses; stock-based compensation expenses; other stock-based compensation related expenses; loss from equity method investments; finance income from ABG; loss on disposal of property and equipment; acquisition-related (income) expense; and amortization of inventorystep-up. A reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release. The Company believes Adjusted EBITDA provides useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. Management uses Adjusted EBITDA to compare the Company’s performance to that of prior periods for trend analyses and planning purposes. Adjusted EBITDA is also presented to the Company’s Board of Directors.

Non-U.S. GAAP measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S.GAAP. Non-U.S. GAAP measures exclude significant expenses that are required by U.S. GAAP to be recorded in the Company’s financial statements and are subject to inherent limitations.

For further information:

Media, Global: Chrissy Roebuck,+1-833-206-8161,news@tilray.com

Investors: Rachel Perkins,+1-646-277-1221,rachel.perkins@icrinc.com

PRESS RELEASE March 2, 2020

TILRAY, INC.

Consolidated Statements of Net Loss and Comprehensive Loss

(in thousands of U.S. dollars, except for share and per share data)

	Three months ended December 31,						Twelve months ended December 31,
	2019			2018			2019			2018
Revenue (inclusive of excise duties of $4,429, $1,203, $13,136, and $1,200, respectively)	$	46,936		$	15,531		$	166,979		$	43,130
Cost of sales
Product costs		35,870			8,117			121,892			24,294
Inventory valuation adjustments		68,073			4,280			68,583			4,561
Gross (loss) profit		(57,007	)		3,134			(23,496	)		14,275
General and administrative expenses		32,462			12,973			81,968			29,461
Sales and marketing expenses		21,923			6,305			61,084			15,366
Research and development expenses		1,667			1,848			6,558			4,264
Stock-based compensation		9,539			4,111			31,842			20,988
Depreciation and amortization expenses		4,150			566			11,607			1,598
Impairment of assets		112,070			—			112,070			—
Acquisition-related (income) expenses, net		(24,861	)		239			(31,427	)		248
Loss from equity method investments		2,667			—			4,504			—
Operating loss		(216,624	)		(22,908	)		(301,702	)		(57,650	)
Foreign exchange (gain) loss, net		(7,097	)		6,321			(5,944	)		7,234
Interest expenses, net		8,685			7,717			34,690			9,110
Finance income from ABG		(207	)		—			(764	)		—
Loss on disposal of property and equipment		2,436			190			2,436			190
Other income, net		3,572			(1,588	)		(2,501	)		(2,010	)
Loss before income taxes		(224,013	)		(35,548	)		(329,619	)		(72,174	)
Deferred income tax recoveries		(4,860	)		(4,485	)		(8,847	)		(4,485	)
Current income tax (recoveries) expenses		(5	)		(53	)		397			34
Net loss		(219,148	)		(31,010	)		(321,169	)		(67,723	)
Net loss per share - basic and diluted	$	(2.14	)	$	(0.33	)	$	(3.20	)	$	(0.82	)
Weighted average shares used in computation of net loss per share - basic and diluted		102,405,646			93,169,688			100,455,677			83,009,656
Net loss		(219,148	)		(31,010	)		(321,169	)		(67,723	)
Foreign currency translation gain, net		7,588			127			5,174			662
Unrealized loss on investments		(101	)		(765	)		(21	)		(765	)
Other comprehensive income (loss)		7,487			(638	)		5,153			(103	)
Comprehensive loss	$	(211,661	)	$	(31,648	)	$	(316,016	)	$	(67,826	)

In the fourth quarter of 2019, the Company adopted ASU 2016-01, ASC 842, ASC 606 and ASU 2018-07. Each interim period in 2019 has been recast to reflect the effects of this adoption.

PRESS RELEASE March 2, 2020

TILRAY, INC.

Consolidated Balance Sheets

(in thousands of U.S. dollars, except for share and par value data)

	December 31, 2019			December 31, 2018
Assets
Current assets:
Cash and cash equivalents	$	96,791		$	487,255
Short-term investments		—			30,335
Accounts receivable, net of allowance for doubtful accounts of $2,015 and $292, respectively		36,202			16,525
Inventory		87,861			16,211
Prepayments and other current assets		38,173			3,976
Total current assets		259,027			554,302
Property and equipment, net		184,217			80,214
Operating lease,right-of-use assets		17,514			—
Intangible assets, net		228,828			4,486
Goodwill		163,251			—
Equity method investments		11,448			—
Other investments		24,184			16,911
ABG finance receivable and other assets		7,861			754
Total assets	$	896,330		$	656,667
Liabilities
Current liabilities
Accounts payable		39,125			10,649
Accrued expenses and other current liabilities		50,829			14,818
Accrued obligations under finance lease		—			470
Accrued obligations under operating lease		2,473			—
Total current liabilities		92,427			25,937
Accrued obligations under finance lease		14,152			8,286
Accrued obligations under operating lease		15,255			—
ABG finance liability		5,566			—
Deferred tax liability		53,363			4,424
Convertible notes, net of issuance costs		430,210			420,367
Other liabilities		86			—
Total liabilities	$	611,059		$	459,014
Commitments and contingent liabilities
Stockholders’ equity
Class 1 common stock ($0.0001 par value, 250,000,000 shares authorized; 16,666,667 shares issued and outstanding)		2			2
Class 2 common stock ($0.0001 par value; 500,000,000 shares authorized; 86,114,558 and 76,504,200 shares issued and outstanding, respectively)		9			8
Additionalpaid-in capital		705,671			302,057
Accumulated other comprehensive income		9,719			3,763
Accumulated deficit		(430,130	)		(108,177	)
Total stockholders’ equity	$	285,271		$	197,653
Total liabilities and stockholders’ equity	$	896,330		$	656,667

PRESS RELEASE March 2, 2020

	Three months ended December 31,						Twelve months ended December 31,
	2019			2018			2019			2018
Adjusted EBITDA reconciliation:
Net loss	$	(219,148	)	$	(31,010	)	$	(321,169	)	$	(67,723	)
Inventory valuation adjustments		68,073			4,280			68,583			4,561
Depreciation and amortization expenses		5,421			1,009			15,849			3,562
Stock-based compensation expenses		9,539			4,111			31,842			20,988
Other stock-based compensation related expenses		8,411			—			8,411			—
Impairment of assets		112,070			—			112,070			—
Acquisition-related (income) expenses, net		(24,861	)		239			(31,427	)		248
Loss from equity method investments		2,667			—			4,504			—
Foreign exchange (gain) loss, net		(7,097	)		6,321			(5,944	)		7,234
Interest expenses, net		8,685			7,717			34,690			9,110
Finance income from ABG		(207	)		—			(764	)		—
Loss on disposal of property and equipment		2,436			190			2,436			190
Other income, net		3,572			(1,588	)		(2,501	)		(2,010	)
Amortization of inventorystep-up		—			—			2,041			—
Deferred income tax (recoveries) expenses		(4,860	)		(4,485	)		(8,847	)		(4,485	)
Current income tax expenses		(5	)		(53	)		397			34
Adjusted EBITDA	$	(35,304	)	$	(13,269	)	$	(89,829	)	$	(28,291	)
	Three months ended December 31,						Twelve months ended December 31,
	2019			2018			2019			2018
Adjusted net loss reconciliation:
Net loss	$	(219,148	)	$	(31,010	)	$	(321,169	)	$	(67,723	)
Inventory valuation adjustments		68,073			4,280			68,583			4,561
Impairment of assets		112,070			—			112,070			—
Acquisition-related (income) expenses, net		(24,861	)		239			(31,427	)		—
Amortization of inventorystep-up		—			—			2,041			—
Adjusted net loss	$	(63,866	)	$	(26,491	)	$	(169,902	)	$	(63,162	)
Adjusted net loss per share - basic and diluted		(0.62	)		(0.28	)		(1.69	)		(0.76	)
Weighted average shares used in computation of adjusted
Net loss per share - basic and diluted		102,405,646			93,169,688			100,455,677			83,009,656