TILT Holdings Announces Closing of Blackbird Deal

Blackbird expands TILT’s logistics capabilities and software
solutions for each touchpoint in the cannabis supply chain

CAMBRIDGE, Mass.–(BUSINESS WIRE)–TILT
Holdings Inc. (“TILT” or the “Company”) (CSE: TILT) (OTC: SVVTF), a
global technology and infrastructure company engaged in research,
development, manufacturing and sale of a broad range of products for the
cannabis industry, announced today it closed the acquisition of
Blackbird Holdings Corp. (“Blackbird”), previously announced on December
6, 2018 (the “Acquisition”). Blackbird is a distribution company
providing logistics operations and software solutions for each
touchpoint in the cannabis supply chain. The Acquisition further
supports TILT’s expansion of offerings for both cannabis business owners
and consumers.

Consideration paid for the Acquisition is approximately US$50M,
consisting of approximately US$5M of cash based consideration and
approximately US$45M of security based consideration comprised of
161,543 compressed shares in the capital of the TILT (“Compressed
Shares”) and a deemed issue price of US$278.48. Subject to adjustments
set forth in the articles of TILT, each Compressed Share is convertible
into 100 common shares of TILT.

Blackbird supports more than 250 wholesale and retail cannabis operators
in Nevada and California to transport an average of $30 million in
wholesale cannabis products every 30 days.

In addition to back-end delivery and operations solutions for cannabis
dispensaries, Blackbird has a consumer marketplace for cannabis delivery
and pick-up called BlackbirdGo. The marketplace, which is currently
operational in Nevada and California, connects dispensaries and brands
with access to more than 95,000 legal consumers.

“At TILT, our goal is to be the most dynamic technology and
infrastructure platform at the center of the cannabis ecosystem,
focusing on the consumer through B2B and B2C offerings. The Blackbird
integration puts us one step closer to that goal,” said Alex Coleman,
Chief Executive Officer of TILT Holdings. “With the addition of
Blackbird’s distribution, direct-to consumer solutions and software for
wholesale and retail inventory management, we’re able to facilitate the
movement of cannabis inventory for TILT’s expanding international
infrastructure.”

Blackbird Co-founder & CEO Tim Conders shared, “Blackbird is proud to be
an integral part of this rapidly growing industry. By joining TILT, we
will be able to fulfill our mission to be good people and help good
people every day at a larger scale than ever. We welcome the opportunity
to continue solving problems for our clients and taking care of our
growing team in the most meaningful ways possible.”

Founded in 2015 in Reno, Nevada, the company has more than 160
employees. More information about Blackbird can be found at https://www.myblackbird.com.

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 neither approved nor disapproved the contents of this
news 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 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, 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. 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
ability of TILT to obtain necessary financing in the future to pursue
its business plans, 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 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
Holdings 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. 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.

Contacts

Contact Information:
Joel Milton, SVP Business and Corporate
Development
Phone: 561-282-6377

Media Contact:
Anne Baker
InkHouse
Phone:
415-299-6371
press@tiltholdings.com

Investor Contact:
Scott Van Winkle
ICR
Phone:
617-956-6736
investors@tiltholdings.com
Investors.tiltholdings.com

Renmark Financial Communications Inc.
Melanie Barbeau: mbarbeau@renmarkfinancial.com
Tel:
(416) 644-2020 or (514) 939-3989
www.renmarkfinancial.com