Item 1.01 Entry into a Material Definitive Agreement.

On November 28, 2022, Tilray Brands, Inc. (the "Company"), 1974568 Ontario Limited, Aphria Inc., Bank of Montreal as agent and the other entities party thereto entered into that certain Amended and Restated Credit Agreement (the "Amended and Restated Credit Agreement").

The Amended and Restated Credit Agreement extends the term of the existing credit facility by an additional 3 years to November 28, 2025, and amends and restates the existing credit agreement (the "Existing Credit Agreement") originally entered into on November 29, 2019. The principal amount of loans outstanding under the Amended and Restated Credit Agreement is CAD $66 million, which amount is equal to the principal outstanding under the Existing Credit Agreement immediately prior to the Amended and Restated Credit Agreement.

The foregoing description of the Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Credit Agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated by reference into this Item 1.01.




Item 9.01       Financial Statements and Exhibits.
(d) Exhibits
Exhibit         Description
Number
                  Amended and Restated Credit Agreement, dated as of November 28,
                2022, by and among 1974568 Ontario Limited, Aphria Inc., Tilray
                Brands, Inc., Bank of Montreal as agent and the other entities
10.1†           party thereto.

                Cover Page Interactive Data File (embedded within the Inline XBRL
104             document)

†Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, and portions of this exhibit have been redacted in compliance with Item 601(b)(2) of Regulation S-K.

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