Material Agreement Form 8 K

On September 16, 2024, Tilray Brands, Inc., a Delaware corporation ("Tilray"), entered into an assignment and assumption agreement (the "Assignment and Assumption Agreement") with Double Diamond Holdings Ltd. ("DDH"), an Ontario corporation, pursuant to which, among other things, Tilray acquired from DDH a promissory note in the amount of USD$23,791,657 (the "Note") payable by 1974568 Ontario Limited ("Aphria Diamond"). DDH is a joint venturer with Aphria Inc., Tilray's direct and wholly-owned subsidiary, in Aphria Diamond.

As consideration for the Note, Tilray issued13,217,588shares of its common stock, par value $0.0001 per share (the "Consideration Shares"), to DDH.