Press release

TILT Concludes First Annual General and Special Meeting of Shareholders

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TILT Holdings Inc. (“TILT” or the “Company”) (CSE: TILT) (OTCQB: SVVTF),
a US-focused cannabis company, today announces the appointment of
current Board member and interim Chief Executive Officer, Mark
Scatterday, as Chairman of the Board of Directors of the Company (the
“Board”), as well as the results of the annual general and special
meeting of shareholders of TILT (“Shareholders”) held yesterday in
Cambridge, Massachusetts (the “Meeting”).

TILT announces that all items of business put before Shareholders at the
Meeting were successfully passed, including:

  • the fixing of the number of directors of TILT at six;
  • the election of Mark Cole, Geoff Hamm, Gary Smith, Mark Scatterday,
    Robert Calhoun and Joel Milton as directors of the Company to hold
    office until their successors are elected at the next annual general
    meeting of the Company;
  • the appointment of MNP LLP as auditor of the Company and the
    authorization of the directors of the Company to fix their
    remuneration; and
  • the approval of an amendment to the articles of the Company (the
    “Articles”) to require an affirmative vote of at least a majority of
    the directors in office at the time of such vote for certain major
    decisions, as more particularly set forth in the management
    information circular of the Company dated May 9, 2019.

Alexander Coleman, TILT’s former Chairman and CEO, has stepped down as
Chairman and Board member. At the Meeting, Mr. Coleman nominated Mark
Cole as his nominee pursuant to his rights under the nomination rights
agreement dated November 21, 2018 and section 14.2 of the Articles.

Mr. Cole brings substantial retail, operating and M&A integration
experience to the Board. He was the founder and President of Southern
Showcase Housing, a manufactured home business that he grew to 19
locations before selling it to Champion Home Builders. At Champion, he
was the President of Retail Operations where he integrated 146 locations
and ultimately grew their presence to 346 locations before leaving the
company. He is currently the director of NuLeaf, Inc., a cannabis
company with dispensaries in Las Vegas and Lake Tahoe and interests in
cultivation facilities in Sparks, Nevada and production facilities in
Reno, Nevada. Mr. Cole’s appointment to the Board is subject to the
approval of the Canadian Securities Exchange.

At the Meeting, Mark Scatterday discussed the Company’s recent financial
results, including TILT’s first quarter pro forma revenue increase of
169% year over year to $40 million, as well as the Company’s improved
pro forma Adjusted EBITDA margin and plans for continued margin

Mark Scatterday said the following: “It is a privilege to be named by
the Board as Chairman. We are changing the cultural focus of the company
and assembling a team to operate and optimize our unparalleled portfolio
of assets. I look forward to assuming my new responsibilities as
Chairman of the Board and I intend to ensure that we continue to grow
TILT to achieve profitability, and to maintain our momentum in 2019.”

“The Company is currently reviewing several term sheets for its next
round of growth capital and expects a formal announcement soon,”
Scatterday concluded.

The Board issued the following statement on the Meeting: “The TILT Board
appreciates the continued support of our shareholders. We take seriously
the feedback we received from our shareholders, and look forward to a
continued dialogue moving forward. TILT’s Board is dedicated to strong
governance and oversight, accountability for performance, and delivering
on our strategic priorities to continue scaling TILT as a leader within
the cannabis industry.”

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 United States (“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 three main business units, Cultivation & Production, 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

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

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