/TILT Holdings Announces US$6.8 Million Strategic Private Placement Equity Financing from Weston Capital

TILT Holdings Announces US$6.8 Million Strategic Private Placement Equity Financing from Weston Capital

Holdings Inc.
(“TILT” or the “Company”) (CSE: TILT) (OTC: SVVTF), a
vertically-integrated infrastructure and technology platform serving the
cannabis industry, is pleased to announce a US$6.8 million private
placement equity financing with Weston Capital Group (“WCG”). An
affiliate of Weston Capital purchased 1,734,194 units (“Units”) of the
Company at a price of C$5.25 per Unit, with each Unit consisting of one
common share in the capital of the Company (“Common Share”) and one
Common Share purchase warrant (“Warrant”) exercisable into Common Shares
at C$5.25 for a period of 12 months from the closing of the private

New York and San Francisco based WCG, and its principals, are
sophisticated investors in leading technology-enabled platform
businesses with over US$2 billion in realized investment gains,
participated in TILT’s US$119 million equity capital raise, which closed
on November 21, 2018, with a US$5 million investment; as such,
Weston Capital’s total investment in TILT to US$11.8 million.

Following due diligence on TILT’s business the broader industry and the
competitive set, WCG determined that TILT has a unique technology-driven
business model and has entered into several acquisitions that will
provide significant scale that will position the company for rapid
growth and expansion. TILT is the only cannabis company in which WCG has
invested. This additional investment above TILT’s current stock price
provides incremental capital for the significant growth opportunity
ahead and reflects WCG’s confidence in TILT’s potential ability to
deliver long-term shareholder value across broader market cycles.

WCG’s noted reasons for its investment include:

* TILT’s medical-background and focus on cutting-edge genetics that will
help suffering patients.

* TILT is the disruptive leader in e-commerce and CRM for the cannabis
industry with one third of market share already.

* TILT’s retail store designs and per-square-foot revenues are among the
best in the sector.

* Talented management team has experience in high-growth businesses and
executing accretive M&A.

* Weston Capital Group believes that the market does not yet reflect the
strong combined value that TILT has created via its recent business
combination which created distinctive scale in the fast growing counter
cyclical industry.

In addition to this private placement, WCG has committed to serve in an
operating and advisory capacity to support TILT’s continued
industry-leading growth. As part of the investment, WCG has entered into
a strategic agreement with the Company effective December 13, 2018
(“Strategic Agreement”) WCG will provide TILT with operating advice on
the integration of the businesses and assets of the Company, marketing
and brand development and such further services as the Company and WCG
shall agree to from time to time. In exchange for WCG’s entry into the
Strategic Agreement, TILT has issued WCG 2,724,694 Warrants exercisable
into Common Shares for a period of one year following the entry into the
Strategic Agreement at C$5.25.

“Having WCG as a strategic investor and partner presents a number of
great opportunities for TILT,” said Alex Coleman, Chief Executive
Officer of TILT Holdings. “WCG shares our vision for TILT’s ongoing
expansion across the entire cannabis ecosystem and their investment
validates TILT’s position as a global cannabis leader and the best
positioned tech-centric cultivator, manufacturer and B2B distributor
within the cannabis industry.”

About TILT

TILT Holdings Inc. is a vertically-integrated technology and
infrastructure company that provides the most comprehensive range of
products and services in the cannabis industry. TILT uses its
technology, brands and industry expertise to deliver high quality
products and solutions to cultivators, wholesalers, retailers and
consumers in every segment of the industry. TILT technologies have a
presence in more than 1,000 dispensaries across the U.S., Canada, Puerto
Rico and Jamaica. TILT’s same-day delivery service handles delivery for
retailers, wholesalers and consumers in four states, including Nevada
where it has over 90% market share. TILT has more than two-dozen of its
own cultivation, extraction, manufacturing and retail locations in nine
states and Canada. TILT is rapidly expanding into new markets. 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
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;
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.