Sea Hunter Holdings, LLC Reports Ownership of Shares of Tilt Holdings Inc.

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WEST PALM BEACH, FL, Feb. 7, 2019 /CNW/ - Sea Hunter Holdings, LLC ("Sea Hunter"), a registered shareholder of TILT Holdings Inc. ("TILT"), announced today that it has completed a distribution of 15,545,700 common shares in the capital of TILT to its members. The distribution is a result of a series of transactions described below.

On January 4, 2019, TILT announced that it had received, pursuant to Article 2.1(5)(h)(ii) of the Articles of TILT, unanimous approval from all holders of compressed shares of TILT ("Compressed Shares") to the automatic conversion of the Compressed Shares into common shares of TILT ("Common Shares"). Accordingly 12.5% of Compressed Shares were immediately converted (the "Conversion") into Common Shares. The Conversion resulted in Sea Hunter receiving 15,545,700 Common Shares upon conversion of 154,457 Compressed Shares previously held.

On February 7, 2019 (the "Distribution Date"), Sea Hunter completed the distribution of 15,545,700 Common Shares to its members. As a result of the foregoing series of transactions (the "Transactions"), Sea Hunter ceased to exercise control or direction, directly or indirectly, of an aggregate of: (i) at the time of the Conversion, 154,547 Compressed Shares, representing approximately 7.4% of the then issued and outstanding Compressed Shares; and (ii) on the Distribution Date, 15,545,700 Common Shares, representing approximately 15.03% of the then issued and outstanding Common Shares.

Immediately prior to the Conversion, Sea Hunter had beneficial ownership or the power to exercise control or direction, directly or indirectly, of an aggregate of 1,235,658 Compressed Shares, representing approximately 58.97% of the then issued and outstanding Compressed Shares. Immediately following the Conversion, Sea Hunter has beneficial ownership or the power to exercise control or direction, directly or indirectly, of an aggregate of 1,081,111 Compressed Shares, representing approximately 58.95% of the then issued and outstanding Compressed Shares.

Immediately prior to the Distribution Date, Sea Hunter had beneficial ownership or the power to exercise control or direction, directly or indirectly, of an aggregate of 15,545,700 Common Shares, representing approximately 15.03% of the then issued and outstanding Common Shares. Immediately following the Distribution Date, Sea Hunter does not have beneficial ownership or the power to exercise control or direction of any Common Shares.

Subject to adjustments set forth in the Articles of TILT, each Compressed Share is convertible into 100 Common Shares, with such conversion to occur on the schedule unanimously approved by all holders of Compressed Shares. If all the issued and outstanding Compressed Shares over which Sea Hunter exercises control or direction were to be converted into Common Shares as of the Distribution Date, Sea Hunter would exercise control or direction over 108,111,100 Common Shares, representing approximately 35.67% of issued and outstanding Common Shares (assuming conversion of all of the issued and outstanding Compressed Shares).

This press release is being issued pursuant to the requirements of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators. A copy of the report to be filed by Sea Hunter in connection with the transactions described herein will be available on the TILT's SEDAR profile at www.sedar.com, and can be obtained by contacting Robert Leidy at the telephone number listed below.

ABOUT SEA HUNTER HOLDINGS, LLC

Sea Hunter provides support to cultivation, processing and retailing of cannabis. Sea Hunter was formed under the laws of Delaware in 2017 and, prior to the consummation of the business combination of Baker Technologies, Inc., Briteside Holdings, LLC, Sea Hunter Therapeutics, LLC and Santé Veritas Holdings Inc. that closed November 21, 2018, served as the holding company of Sea Hunter Therapeutics, LLC.

All direction and control over the holdings of Sea Hunter is exercised by Sea Hunter Capital Management LLC ("SHCM"), the holder of all issued and outstanding class B shares of Sea Hunter (the "SH Class B Shares"). The SH Class B Shares carry the right to appoint all members of the board of managers of Sea Hunter. Immediately following the Distribution Date, SHCM, exercises control or direction over 50,475 Common Shares.

SOURCE Sea Hunter Holdings, LLC

Robert Leidy, Sea Hunter Holdings, LLC, 1300 Elizabeth Avenue, West Palm Beach, FL 22401, Tel.: [phone]