Tilray Releases 11 Million Shares From Lock-Up Agreement

CANADA: Tilray, a global pioneer in cannabis production, research, cultivation and distribution, announced that the Board of Directors of Tilray unanimously approved the pro rata release of 11 million shares of Class 2 common stock held by the former equity holders of Privateer Holdings, Inc.

The shares are being released from lock-up agreements entered into in under the Agreement and Plan of Merger and Reorganization, dated September 9, 2019, by and among Tilray, Privateer, Down River Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Tilray, and Michael Blue, as the Stockholder Representative. The waiver and release will take effect on April 3, 2020, and the released shares may be sold on or after that date, subject to applicable securities law or contractual limitations.

A previously announced agreement between Tilray and Privateer required that each Privateer equity holder who received the shares of Tilray stock or options to purchase Tilray stock in the merger were subject to a lock-up allowing for the sale of such shares only under certain circumstances over a two-year period beginning December 12, 2020. During the first year following the closing of the merger, shares will be released only pursuant to certain offerings or sales arranged by and at the discretion of Tilray. The pro rata release will be treated as a “permitted sale” under the lock-up agreements, waiving the release requirements with respect to such shares included in the lock-up agreement.

“The shares to be released on April 3, 2020 are part of the previously announced release of Tilray stock over a two-year period,” said Michael Kruteck, Tilray’s Chief Financial Officer. “We believe the staggered release of locked-up shares, as well as strategic and marketed offerings, will manage our public float in an orderly fashion.”

The waiver and release announced today will apply on a pro rata basis to each former Privateer equity holder who received shares of or options to purchase Tilray Class 2 common stock in the merger, including certain Tilray officers and directors.

The waiver and release of the 11 million shares represents approximately 14.5% of the locked-up shares (including for purposes of this percentage calculation shares that remain subject to escrow and/or subject to outstanding assumed stock options).

Tilray Expands Global Leadership Team With New COO And CFO

CANADA: Tilray, a global pioneer in cannabis production, research, cultivation, and distribution, announces the expansion of its global senior leadership team with two strategic hires: Jon Levin as Chief Operating Officer, who was formerly with Revlon, and Michael Kruteck as Chief Financial Officer, who was formerly with Molson Coors and Pharmaca. Mr. Kruteck’s appointment will be effective immediately after filing the Annual Report on Form 10-K for the year ended December 31, 2019. Mark Castaneda, Tilray’s current CFO, will take on the role of Strategic Business Development and continue to advise the company and assist in Kruteck’s transition.
 
“We are thrilled to have these experienced leaders join our team as we continue to disrupt the global pharmaceutical, alcohol, CPG and functional food and beverage industries,” said Brendan Kennedy, Tilray CEO. “Jon and Michael come to Tilray with extensive expertise in their respective fields and we look forward to their contributions as we pioneer the future of cannabis and hemp around the world.  As CFO, Mark has led the company through its IPO and substantial growth in the past couple years and we thank him as he transitions to a new strategic role with the company.”
 
Levin, COO, joins Tilray from Revlon where he most recently was General Manager, U.S. Mass Markets, responsible for the consumer products sold through major retailers in the United States. With 25 years of experience, Levin has general management knowledge in diverse industries including beauty and health, CPG and sporting goods. Prior to Revlon, he was the Executive Vice President, Sales, for Ferrara Candy Company, and had senior sales leadership positions with Nautilus, Wrigley and Acosta. Levin has a B.S. in Economics from Portland State University and a degree in Executive Management from Cornell University.
 
Kruteck, CFO, served multiple senior financial roles at Molson Coors Beverage Company and most recently as CFO for Pharmaca Integrative Pharmacy. With over 30 years of experience, Kruteck possesses a broad finance background with specific experience in financial and operational transformations, supply chain, corporate finance, and financial planning and analysis. Michael received his MBA from the Garvin School of International Management (Thunderbird) and his B.A. from the University of Colorado at Boulder.
 
Tilray’s current CFO, Mark Castaneda, who joined the company in March 2018, will take on the role of Strategic Business Development focusing on strategic initiatives for Tilray while also supporting Kruteck through the transition.