Tilray Acquires BrewDog’s UK Assets

*NEW YORK and LONDON* — Tilray Brands Inc. acquired part of craft
brewer BrewDog’s global platform: the global brand and related intellectual
property, UK brewing operations, and eleven strategic brewpubs in the
United Kingdom and Ireland, for a total consideration of £33 million.
Tilray is separately negotiating to acquire BrewDog assets in the United
States and Australia.

BrewDog is a brand-powered, vertically integrated beverage and hospitality
platform. Founded in 2007, BrewDog became one of the largest independent
craft beer brands in the United Kingdom with its portfolio of craft,
premium and low- and no-alcohol beer brands, including Punk IPA, Hazy Jane,
Lost Lager and Wingman. From its beginnings in the UK, it developed a
global brand awareness through expansion via international breweries,
localized brewpubs, and strategic partnerships.
Transaction overview

Under the terms of the transaction, Tilray paid £33 million in exchange for
BrewDog’s worldwide intellectual property, UK brewing operations, and a
portfolio of eleven brewpubs including Birmingham, Canary Wharf, Dogtap
Ellon, Dublin, Edinburgh DogHouse, Lothian Road, Manchester, Paddington,
Seven Dials, Tower Hill, and Waterloo. These brewing and related operating
assets are expected to generate annual net revenue of $200 million and
adjusted EBITDA of $6-8 million.

The proposed U.S. and Australia components of the acquisition will be
subject to a separate purchase agreement to be negotiated by the parties
and is expected to be finalized and closed in approximately 30 days.

Jefferies LLC acted as financial advisor, and Proskauer Rose LLP acted as
external legal counsel to Tilray Brands.