TILT Holdings Releases Open Letter from Chairman and Chief Executive Officer

BOSTON–(BUSINESS WIRE)–TILT Holdings Inc. (“TILT” or the “Company”), a
vertically-integrated technology and infrastructure platform delivering
a comprehensive range of products and services across the cannabis
industry, today released an open letter from Alex Coleman, Chairman and
Chief Executive Officer of TILT.

We are proud to announce the completion of our merger and the official
listing date of TILT Holdings Inc., scheduled for Tuesday, Dec. 4th, on
the Canadian Securities Exchange under the ticker symbol “TILT”.

When we first announced our planned
in the spring of 2018, it was with a singular vision: to
bring together the best and most complementary cannabis companies in the
U.S. and Canada to become the technology and infrastructure
platform that can support the rapid growth of the cannabis industry.
While there is more opportunity within our industry than there ever has
been, significant cultural and legal changes persist, continuing to make
it very challenging to be a cannabis business owner.

Our goal is to change that.

Many vertically-integrated cannabis companies are focused on operating
retail stores as a way to reach consumers. TILT is different. We broadly
support the businesses serving patients and consumers by providing
everything from capital to best-in-class technology, forward-thinking
RD and products. We believe that no other player is better positioned
to usher in the next stage of the cannabis industry than we are.

With the public trading about to commence, TILT has the incremental
capital and equity currency to accelerate its rapid expansion. We have a
pipeline of opportunities that will improve our platform, broaden our
capabilities and further differentiate our business model.

The founders’ professional careers and personal passions have guided the
company’s successes to this point. This broad base of backgrounds
include capital markets and private equity, manufacturing and
distribution, software and services and science. This multitude of skill
sets allows us to acquire and develop valuable products and services
which can scale with the industry and deliver the highest quality
solutions to both businesses and consumers. Together, we share a vision
for a cannabis industry that is inclusively committed to supporting
business owners of diverse backgrounds.

We are extremely optimistic about the company, the market and our
competitive position. The rate of change is something that no one could
have anticipated but has enabled us to expand faster and raise greater
levels of capital. After the midterm elections, 33 states have cannabis
laws, 10 of which allow for full adult-use. Adult-use in Massachusetts
formally rolled out over the last week. Polling data also shows
widespread support for cannabis legalization, with nearly the entire
country supporting medical use and almost 70 percent adult-use. While
capital and execution are still the most important components driving
TILT’s growth and success, we see new opportunities every day and are
mindful of delivering superior products and services to cannabis
business owners while delivering superior returns to our shareholders.

Alex Coleman
Chairman and Chief Executive Officer of TILT

About TILT

TILT Holdings Inc. is a vertically-integrated technology and
infrastructure platform delivering the most comprehensive range of
products and services across the cannabis industry. TILT strives to
deliver the highest quality products and services through
knowledge-based technology systems for both businesses and consumers.
TILT technologies have a presence in more than 1,000 dispensaries across
the U.S., Canada, Puerto Rico and Jamaica. For more information, please
visit www.tiltholdings.com.

The CSE has not in any way passed upon the merits of the anticipated
listing of the common shares of TILT (the “TILT Common Shares”) on
Tuesday, December 4, 2018, and has neither approved nor disapproved the
contents of this news release and does not accept responsibility for the
adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation
of an offer to sell any of the securities in the United States. The
securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”) or
any state securities laws and may not be offered or sold within the
United States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from
such registration is available.

Forward-Looking Information

This news release contains forward-looking information within the
meaning of applicable securities laws, based on current expectations.
Generally, any statements that are not historical facts may contain
forward-looking information, and forward-looking information can be
identified by the use of forward-looking terminology such as “plans,”
“expects” or “does not expect,” “is expected,” “budget,” “scheduled,”
“estimates,” “forecasts,” “intends,” “anticipates” or “does not
anticipate,” or “believes,” or variations of such words and phrases or
indicates that certain actions, events or results “may,” “could,”
“would,” “might” or “will be” taken, “occur” or “be achieved.”
Forward-looking information may include, without limitation, statements
and expectations regarding whether the conditions to the consummation of
the Transaction will be satisfied, or the expected timing for the
listing of the TILT Common Shares on the CSE, statements regarding the
operations, business, financial condition, expected financial results,
performance, prospects, opportunities, priorities, targets, goals,
ongoing objectives, milestones, strategies and outlook of TILT, and
includes statements about, among other things, future developments, the
future operations, strengths and strategy of the Company.
Forward-looking information is provided for the purpose of presenting
information about management’s current expectations and plans relating
to the future and readers are cautioned that such statements may not be
appropriate for other purposes. These statements should not be read as
guarantees of future performance or results. These statements are based
upon certain material factors, assumptions and analyses that were
applied in drawing a conclusion or making a forecast or projection,
including TILT’s experience and perceptions of historical trends,
current conditions and expected future developments, as well as other
factors that are believed to be reasonable in the circumstances.

Examples of the assumptions underlying the forward-looking statements
contained herein include, but are not limited to those related to: the
listing of the TILT Common Shares on the CSE on Tuesday, December 4,
2018, the achievement of goals, the obtaining of all necessary permits
and governmental approvals, as well as expectations regarding
availability of equipment, skilled labour and services needed for
cannabis operations, intellectual property rights, development,
operating or regulatory risks, trends and developments in the cannabis
industry, business strategy and outlook, expansion and growth of
business and operations, the timing and amount of capital expenditures;
future exchange rates; the impact of increasing competition; conditions
in general economic and financial markets; access to capital; future
operating costs; government regulations, including future legislative
and regulatory developments involving medical and recreational marijuana
and the timing thereto; receipt of appropriate and necessary licenses in
a timely manner; the effects of regulation by governmental agencies; the
anticipated changes to laws regarding the recreational use of cannabis;
the demand for cannabis products and corresponding forecasted increase
in revenues; and the size of the medical marijuana market and the
recreational marijuana market.

Although such statements are based on management’s reasonable
assumptions at the date such statements are made, there can be no
assurance that it will be completed on the terms described above and
that such forward-looking information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such forward-looking information. Accordingly, readers
should not place undue reliance on the forward-looking information. TILT
assumes no responsibility to update or revise forward-looking
information to reflect new events or circumstances unless required by
applicable law.

By its nature, forward-looking information is subject to risks and
uncertainties, and there are a variety of material factors, many of
which are beyond the control of the Company and that may cause actual
outcomes to differ materially from those discussed in the
forward-looking statements. These factors include, but are not limited
to: denial or delayed receipt of all necessary consents and approvals;
need for additional capital expenditures; increased costs and timing of
operations; unexpected costs associated with environmental liabilities;
requirements for additional capital; reduced future prices of cannabis;
failure of plant, equipment or processes to operate as anticipated;
accidents, labour disputes and other risks of the cannabis industry;
delays in obtaining governmental approvals, permits or financing or in
the completion of development or construction activities; title
disputes; claims limitations on insurance coverage; risks related to the
integration of acquisitions; fluctuations in the spot and forward price
of certain commodities (such as diesel fuel and electricity); changes in
national and local government legislation, taxation, controls,
regulations and political or economic developments in the countries
where the Company may carry on business in the future; liabilities
inherent in cannabis operations; risks relating to medical and
recreational cannabis; cultivation, extraction and distribution
problems; competition for, among other things, capital, licences and
skilled personnel; risks relating to the timing of legalization of
recreational cannabis; changes in laws relating to the cannabis
industry; and management’s success in anticipating and managing the
foregoing factors.