On April 30, 2021 (“Closing Date”), Tilray acquired all of the issued and outstanding common shares of Aphria Inc. (“Aphria”), an international organization focused on building a global cannabis-lifestyle and consumer packaged goods company in addition to its businesses in the marketing and manufacturing beverage alcohol products in the United States, and in the distribution of (non-Cannabis) pharmaceutical products in Germany and Argentina, pursuant to a plan of arrangement (the “Arrangement”) under the Business Corporations Act (Ontario).

	April 30, 2021
Number of Tilray common shares outstanding at acquisition date		179,635,973
Conversion ratio		0.8381
Tilray common shares issued at closing		214,337,159
Market share price of Aphria converted stock units	$	14.62
Fair value of Tilray common stock transferred to Aphria shareholders		3,133,609
Consideration related to stock-based compensation ⁽¹⁾		71,297
Total fair value of consideration transferred	$	3,204,906

The table below summarizes fair value of the assets acquired and the liabilities assumed as of May 31, 2022. During the year ended May 31, 2022, the Company recorded measurement period adjustments to its initial allocation of purchase price as a result of ongoing valuation procedures on assets and liabilities assumed, including: (i) a decrease in inventory of $10,000; (ii) a decrease in prepaids and other current assets of $6,000; (iii) a decrease in deferred tax liabilities, net of $11,476; (iv) an increase in accrued expenses and other current liabilities of $8,000; and (v) an increase to goodwill of $12,524 due to the incremental period adjustments discussed in items (i) through (iv). The impact of measurement period adjustments to the results of operations was immaterial.

	May 31, 2022
Assets
Cash and cash equivalents	$	375,673
Accounts receivable		28,054
Inventory		66,547
Prepaids and other current assets		2,960
Capital assets		136,637
Right-of-use assets, operating leases		12,606
Definite-lived intangible assets (estimated useful life)
Distribution channel (15 years)		404,000
Customer relationships (15 years)		59,000
Know how (5 years)		115,000
Brands (10 to 25 years)		301,000
Indefinite-lived intangible assets
Licenses		200,000
Goodwill		2,234,137
Other assets		22,879
Total assets		3,958,493
Liabilities
Accounts payable		62,292
Accrued expenses and other current liabilities		93,120
Accrued lease obligations		21,962
Warrant liability		79,402
Deferred tax liabilities, net		224,915
Convertible notes		267,862
Other liabilities		4,034
Total liabilities		753,587
Net assets acquired	$	3,204,906

Revenue (unaudited) for the Company would have been higher by approximately $180,000 for the year ended May 31, 2021, if the acquisition had taken place on June 1, 2020. Net income and comprehensive net income (unaudited) would have been lower by approximately $460,000 for the year ended May 31, 2021, if the acquisition had taken place on June 1, 2020.

On December 7, 2021, the Company through its wholly-owned subsidiary Four Twenty Corporation, completed the purchase of all the membership interests of Double Diamond Distillery LLC (d/b/a Breckenridge Distillery), a Colorado limited liability company and distilled spirits brand located in Breckenridge, Colorado (the “Breckenridge Acquisition”). As consideration for the Breckenridge Acquisition, the Company paid a purchase price in an aggregate amount equal to $114,068, which purchase price was satisfied through the issuance of 12,540,479 shares of Tilray’s Class 2 common shares.

The Company is in the process of finalizing the fair value of the net assets acquired and, as a result, the fair value of the net assets acquired may be subject to adjustments pending completion of final valuations and post-closing

adjustments. The table below summarizes preliminary estimated fair value of the assets acquired and the liabilities assumed at the effective acquisition date.

	Amount
Consideration
Shares	$	114,068
Net assets acquired
Current assets
Cash and cash equivalents		326
Accounts receivable		2,128
Prepaids and other current assets		367
Inventory		20,351
Long-term assets
Capital assets		11,179
Customer relationships (15 years)		9,800
Intellectual property, trademarks & brands (15 years)		69,950
Goodwill		2,797
Total Assets		116,898
Current liabilities
Accounts payable and accrued liabilities		2,228
Long-term liabilities
Deferred tax liability		602
Total liabilities		2,830
Total net assets acquired	$	114,068

The goodwill of $2,797 is primarily related to factors such as synergies and market opportunities and is reported under the Company’s Beverage alcohol segment. Revenue (unaudited) for the Company would have been higher by approximately $12,000 for the year ended May 31, 2022, if the acquisition had taken place on June 1, 2021. Net income and comprehensive net income (unaudited) would have been lower by approximately $3,000 the year ended May 31, 2022, if the acquisition had taken place on June 1, 2021, primarily as a result of amortization of the intangible assets acquired.

In connection with the acquisition on November 25, 2020, the Company originally recorded contingent consideration of $60,657, expected to be paid in December 2023. During the year, the Company reduced the estimate of the contingent consideration by $44,650. The fair value has been determined by discounting future expected cash outflows at a discount rate of 5%. The inputs into the future expected cash outflows are level 3 on the fair value hierarchy and are subject to volatility and uncertainty, which could significantly affect the fair value of the contingent consideration in future periods. As at May 31, 2022, the fair value of the contingent consideration was $16,007.