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CONSTELLATION BRANDS ENTERS INTO AGREEMENT WITH CANOPY GROWTH CORPORATION TO MODIFY WARRANTS AND OTHER RIGHTS

Constellation Brands Inc. plans to enter into an agreement with Canopy Growth Corp., to modify certain warrants and other rights. These changes are the result of Canopy's intentions to acquire Acreage Holdings Inc. upon United States federal cannabis legalization.

Earlier today, Canopy announced it has entered into an agreement with Acreage, a United States multistate cannabis operator, where Canopy plans to acquire the shares of Acreage upon U.S. federal cannabis legalization, subject to certain conditions. This transaction, as well as proposed modifications to certain Constellation warrants, is subject to approval by Canopy shareholders. Constellation has agreed to waive its veto rights to this transaction, subject to certain proposed modifications to the warrants and other conditions:

• In addition to the 18.9 million warrants associated with the November, 2017, Canopy investment, Constellation also currently has 139.7 million warrants in Canopy, which, upon shareholder approval, would become exercisable over a period of five to eight years from Nov. 1, 2018, compared with the previous three-year period. This includes 88.5 million Tranche A warrants, which are exercisable at a price per share of $50.40, and 51.2 million Tranche B warrants, of which 38.4 million, or 75 per cent, are exercisable at a price per share of $76.68. The remaining 25 per cent of the original Tranche B warrants will become Tranche C warrants and will be exercisable at Canopy's five-day volume weighted average price of the common shares on the Toronto Stock Exchange (VWAP) immediately prior to exercise. If Canopy exercises its right to acquire the shares of Acreage and Constellation were to exercise all of its outstanding Canopy warrants, Constellation's ownership in Canopy is not expected to exceed 50 per cent.

                                                                          
                                  Current warrants                    Revised warrants         
                       Expiry date     Shares      Price      Expiry date   Shares      Price 

Tranche A warrants    Nov. 1, 2021      88.5M     $50.40     Nov. 1, 2023    88.5M     $50.40 
Tranche B warrants    Nov. 1, 2021      51.2M    VWAP (1)    Nov. 1, 2026    38.4M  $76.68 (2)
Tranche C warrants              --         --         --     Nov. 1, 2026    12.8M    VWAP (1)  
                                                                                   
(1) Five-day VWAP of Canopy common shares on the Toronto Stock Exchange immediately prior to 
exercise.     
(2) 75 per cent of original Tranche B warrants priced at Canopy stock 52-week high.           

• If Constellation exercises Tranche A warrants in full, Canopy has committed to repurchase the lesser of 25 per cent of its issued shares to Acreage or a dollar amount equal to 25 per cent of the implied enterprise value of Acreage within 24 months of the date of Constellation's warrant exercise.
• Constellation would be permitted to purchase up to 20 million Canopy shares in the open market prior to the warrants being exercised or terminated, provided that for each share purchased by Constellation, the number of Tranche B warrants is decreased by one.
• Constellation will continue to maintain its current level of representation on Canopy's board of directors.

About Constellation Brands Inc.

Constellation Brands is a leading international producer and marketer of beer, wine and spirits with operations in the United States, Mexico, New Zealand, Italy and Canada. Constellation is the No. 3 beer company in the U.S. with high-end, iconic imported beer brands such as the Corona and Modelo brand families and Pacifico. Its high-quality, wine and spirits brands include the Robert Mondavi and The Prisoner Wine Company brand families, Kim Crawford, Ruffino, Meiomi, and SVEDKA Vodka. The company's portfolio also includes a collection of highly rated wine brands, such as SIMI and Mount Veeder Winery wine brands, High West Whiskey, and Casa Noble Tequila, as well as new wine innovations such as Cooper & Thief and Spoken Barrel.

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