Executed acquisitions and business integration to create one of
the industry’s leading end-to-end provider of products and services in
support of the rapidly growth North American cannabis industry

First Quarter Pro forma Revenue increased 169% year over year to
$40 million

CAMBRIDGE, Mass.–(BUSINESS WIRE)–TILT Holdings Inc. (“TILT” or the “Company”) (CSE: TILT) (OTCQB: SVVTF),
a leading provider of products and services to businesses operating in
the cannabis industry, today announced its financial results for the
first quarter of 2019 ended March 31, 2019. All financial information
presented in this release is in U.S. dollars, unless otherwise noted.

First Quarter 2019 Operational and Financial Highlights

• First quarter pro forma¹ revenue increased 169% year over
  year to $40 million.
• Improved pro forma¹ Adjusted EBITDA margin as a percentage
  of revenue by 330 basis points year over year to (18.4%).
• Closed the acquisitions of Jupiter Research, Blackbird and Standard
  Farms, creating a comprehensive solutions provider to the cannabis
  industry.
• Successfully launched manufacturing supply-chain partnerships in
  Massachusetts for third-party clients.
• Launched on-demand direct-to-consumer cannabis delivery in the Greater
  Los Angeles area.
• Expanded Jupiter distribution in California through integration with
  TILT’s software and supply chain services.
• Successfully up-listed shares to the OTCQB Venture Market.
• Named Mark Scatterday Interim Chief Executive Officer.

“We are pleased to report our first quarter as a consolidated company,
reflecting the strength of the business combination that has established
TILT as one of the largest revenue producing companies in the cannabis
industry. We have only begun to realize the synergies of our business
combination, which we expect to drive incremental revenue growth and
improved margins as we execute our business development and integration
strategies,” stated Mark Scatterday, Interim Chief Executive Officer.
“Our end-to-end, U.S.-focused cannabis businesses continue to scale and
we have assembled leading assets to drive leadership in cultivation and
production, consumer devices and packaged goods, and software and
services. Our near-term plans are to optimize the integration of our
businesses, foster an entrepreneurial culture grounded in accountability
and growth, allocate capital to the combined enterprise’s most promising
near- and long-term growth initiatives, fine-tune and improve
communication with all of our stakeholders and further augment our
operational team.”

⁽¹⁾ Represents the pro forma unaudited gross
revenue generated by TILT in the first quarter of fiscal 2019 and 2018
assuming the closing of the business combination (the “Business
Combination”) between Sea Hunter Therapeutics LLC, Briteside Holdings,
LLC, Baker Technologies, Inc. and Santé Veritas Holdings Inc., and the
acquisitions of Jupiter, Blackbird and Standard Farms occurred on
January 1, 2018.

Liquidity

The Company’s cash and cash equivalents at March 31, 2019 were $12.1
million compared to $97.2 million on December 31, 2018. There was no
debt as of March 31, 2019. Subsequent to the end of the first quarter of
fiscal 2019, the Company secured a $20 million credit facility to be
utilized to fund existing and future growth projects, future M&A
activity and general corporate purposes.

Earnings Webcast

The Company will hold a webcast with the investment community at 8:30
a.m. Eastern Time on Friday, May 31, 2019. A live webcast with the
ability to ask questions and view the Company’s presentation will be
available on the Investors – Events & Presentations section of the
Company’s website at https://investors.tiltholdings.com/ir-calendar
or directly at http://public.viavid.com/index.php?id=134773.
Please visit TILT’s website at least 15 minutes prior to the start of
the call to register, download and install any necessary audio software.
The webcast will be archived for approximately 30 days.

About TILT

TILT is a leading provider of products and services to businesses
operating in the cannabis industry. The Company offers the contract
manufacturing of marijuana in a variety of form factors, vaporizer and
inhalation devices, business and consumer delivery services and a broad
suite of software products for over 1,500 retailers and brands
throughout the U.S., Canada and Europe. The majority of TILT’s products
are customized to client specifications and branding, all enabling them
to operate their businesses more efficiently and connect with their
customers more effectively. The Company is organized in two main
business units, Software & Services and Consumer Devices & Packaged
Goods, designed to augment competencies across the organization in
research, manufacturing, packaging and technology to deliver end-to-end
services and customer solutions. All of TILT’s products are supported by
an extensive research process led by scientists and engineers, using
data analytics and discovery to produce new products helping shape the
industry. Headquartered in Cambridge, MA, with offices throughout the
U.S., Toronto and London, TILT has over 500 employees and has sales in
40 U.S. states, Canada and Europe. For more information, please visit www.tiltholdings.com.

Forward-Looking Information

This news release contains forward-looking information based on
current expectations. 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. Forward
looking information may include, without limitation, the opinions or
beliefs of management, 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 TILT. Generally,
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 state that certain actions, events or results
“may”, “could”, “would”, “might” or “will be taken”, “occur” or “be
achieved”. 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.

Although such statements are based on management’s reasonable
assumptions at the date such statements are made, there can be no
assurance that they it 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 TILT, and that may cause actual outcomes
to differ materially from those discussed in the forward-looking
statements.

The CSE has neither approved nor disapproved the contents of this
news release.

Pro Forma Presentation

The pro forma information (“Pro Forma Information”) presented herein
is not necessarily indicative of the operating results or financial
condition that would have been achieved if the proposed acquisitions to
which the Pro Forma Information relates had been completed on the dates
or for the periods presented, nor do they purport to project the results
of operations or financial position of the combined entities for any
future period or as of any future date. Actual amounts recorded upon
consummation of the acquisitions to which the Pro Forma Information
relates would likely differ from those recorded in the Pro Forma
Information. The Pro Forma Information does not reflect any special
items such as integration costs or operating synergies that may be
realized as a result of the acquisitions to which the Pro Forma
Information relates.

Non-IFRS Financial and Performance Measures

In addition to providing financial measurements based on
International Financial Reporting Standards (“IFRS”), the Company
provides additional financial metrics that are not prepared in
accordance with IFRS. Management uses non-IFRS financial measures, in
addition to IFRS financial measures, to understand and compare operating
results across accounting periods, for financial and operational
decision making, for planning and forecasting purposes and to evaluate
the Company’s financial performance. These non-IFRS financial measures
are Adjusted EBITDA and Pro Forma Adjusted EBITDA.

Management believes that these non-IFRS financial measures reflect
the Company’s ongoing business in a manner that allows for meaningful
comparisons and analysis of trends in the business, as they facilitate
comparing financial results across accounting periods and to those of
peer companies. Management also believes that these non-IFRS financial
measures enable investors to evaluate the Company’s operating results
and future prospects in the same manner as management. These non-IFRS
financial measures may also exclude expenses and gains that may be
unusual in nature, infrequent or not reflective of the Company’s ongoing
operating results.

As there are no standardized methods of calculating these non-IFRS
measures, the Company’s methods may differ from those used by others,
and accordingly, the use of these measures may not be directly
comparable to similarly titled measures used by others. Accordingly,
these non-IFRS measures are intended to provide additional information
and should not be considered in isolation or as a substitute for
measures of performance prepared in accordance with IFRS.

EBITDA and Adjusted EBITDA

Adjusted EBITDA and Pro Forma Adjusted EBITDA are financial measures
that are not defined under IFRS. The Company uses these non-IFRS
financial measures, and believes they enhance an investor’s
understanding of the Company’s financial and operating performance from
period to period, because they excludes certain material non-cash items
and certain other adjustments management believes are not reflective of
the Company’s ongoing operations and performance. The Company calculates
EBITDA as net income (loss), plus (minus) income taxes (recovery), plus
(minus) interest expense (income), plus depreciation and amortization
expense. Adjusted EBITDA excludes certain one-time non-operating
expenses, as determined by management, including stock compensation
expense, goodwill impairment, loss (gain) on disposal of asset and
business combination expense.

Reconciliations of Non-IFRS Financial and Performance Measures

Adjusted EBITDA is reconciled to Net Loss in the Management
Discussion and Analysis of the Company for the quarter ended on March
31, 2019, which is available on the Company’s SEDAR profile at www.sedar.com.
Pro Forma Adjusted EBITDA is reconciled to Net Loss in the table that
follows:

Contacts

Contact Information:
Joel Milton
SVP of Business
Development
Phone: 303-872-7255

Investor Contact:
Scott Van Winkle
ICR
Phone:
617-956-6736
[email protected]

Media Contact:
Cory Ziskind
ICR
Phone: 646-277-1232
[email protected]