Mr. Tim Conder reports

TILT HOLDINGS INITIATES RESTRUCTURING SUPPORT AGREEMENT WITH SENIOR NOTEHOLDERS TO REDUCE DEBT AND TAKE THE COMPANY PRIVATE

Tilt Holdings Inc. has reached agreement with the holders of senior secured notes of the company, and the Supreme Court of British Columbia has issued an initial order granting the company protection under the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (CCA). The initial order provides for, among other things: (i) a stay of proceeding in favour of the company and (ii) the appointment of PricewaterhouseCoopers to serve as monitor during the restructuring. The company also announced the closing of an offering of up to $2.0-million (U.S.) in aggregate principal amount of senior secured promissory notes from its existing noteholders to meet the company's payment obligations during the pendency of the CCAA proceedings. Importantly, the CCAA proceedings do not affect any of Tilt's subsidiaries, who continue to operate in the normal course of business.

The decision to seek creditor protection was made in the best interest of the company and all of its stakeholders after careful evaluation by the board of directors of the company of the company's financial situation, consideration by the board of alternatives available to the company and consultation with the company's legal and financial advisers. The board will remain in place during the CCAA proceedings, and the company will remain responsible for its continued operations under the supervision of the court and the general oversight of the monitor. The company intends to finance the CCAA process from cash on hand as well as through the bridge notes. Through the restructuring process, the company intends to seek approval of and implement a plan of arrangement that will take the company private by cancelling all existing equity interests and issuing equity to the noteholders. Other creditors of the company will be unaffected. Tilt anticipates seeking permission to hold a meeting of the noteholders to vote on the plan at a later hearing anticipated to be on Nov. 17, 2025. The proposed restructuring process is the result of agreements reached with noteholders representing a significant majority of the outstanding senior notes, the board's evaluation of the company's financial situation, the board's consideration of all alternatives available to the company, and the board's consultation with the company's legal and financial advisers. Based on such evaluation, consideration and consultations, the board has determined that the proposed restructuring process and the plan is in the best interests of the company and all of its stakeholders.

"Over the past 18 months, Tilt has taken deliberate steps to streamline operations and strengthen its core business. We reduced operating expenses by approximately $10-million annually and initiated a strategic review process of plant-touching assets, completing the first phase with the sale of our retail operations in Massachusetts to date. At the same time, we have been reestablishing Jupiter Research as an industry-leading ancillary vape hardware solutions provider by refocusing on customer needs in a constantly evolving vaporization landscape, building an industry-leading team, expanding to Europe through the release of a first-of-its-kind medical inhalation device and enhancing supplier relationships in Asia," stated Tilt's chief executive officer, Tim Conder.

"We are now in a pivotal moment. With these efforts well under way, our focus now turns to optimizing our balance sheet and debt obligations. This restructuring intends to align our balance sheet with the current scale of the business and position Tilt for long-term stability and growth. We expect to emerge with a supportive creditor and ownership groups aligned with the company's strategic objectives. This process will also enable further cost reductions, including public company expenses of approximately $2.5-million and support continued investment in innovation, including the full-time return of Jupiter's founder, Mark Scatterday. We do not anticipate any disruption to customers, partners, employees, creditors or suppliers through this process. In fact, our key stakeholders should expect us to reinvest in our commitment to each of them with a sharpened focus to deliver value through a more resilient operating model."

Mr. Conder continued: "We recognize and understand this step impacts our current shareholders, myself included. Given continued pressure on capital markets and our existing debt profile, this path is both necessary and responsible to support the long-term health of the business.

"And to all Tilt's employees, thank you for your perseverance and dedication. We have come a long way together. Your commitment to our shared vision is fortifying and has galvanized our collective vision for the future. We remain confident in the strength of our team and our strategic direction as we move forward."

Trading of the company's common shares on the Cboe Canada Exchange and on the OTCID in the United States has been halted, and the company anticipates that the trading halt will remain in effect pending delisting of the company's common shares from such stock exchanges.

The participation of Mark Scatterday in the plan constitutes related party transaction of the company under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. Related party transactions under MI 61-101 typically require a formal valuation and minority shareholder approval unless exemptions from these requirements are available. The company will rely on the exemption from the formal valuation requirement contained in Section 5.5(f) of MI 61-101 (Bankruptcy, Insolvency, Court Order) and the exemption from the minority shareholder approval requirement contained in Section 5.6(d) of MI 61-101 (Bankruptcy, Insolvency, Court Order) in respect of the related party transaction. The company did not file a material change report more than 21 days before the issuance of the initial order as the details of the initial order were not certain until granted by the court.

About Tilt Holdings Inc.

Tilt is dedicated to helping cannabis businesses build their brands. Through a diverse portfolio of companies providing technology, hardware, cultivation and production, Tilt services brands and cannabis retailers across North America, South America, Israel and the European Union. Tilt's core business is Jupiter Research LLC, a wholly owned subsidiary and leader in the vaporization segment focused on hardware design, research, development and manufacturing. Jupiter recently received European Union medical device certification for Europe's first handheld liquid inhalation device. Additionally, Tilt operates Commonwealth Alternative Care Inc. in Massachusetts and Standard Farms Ohio LLC in Ohio, and is the permit holder of record for Standard Farms LLC in Pennsylvania. Tilt is headquartered in Scottsdale, Ariz.

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