Mr. Michael Perron reports

MTL CANNABIS ANNOUNCES MAILING OF THE MANAGEMENT INFORMATION CIRCULAR IN CONNECTION WITH ITS SPECIAL MEETING OF SHAREHOLDERS TO APPROVE THE ACQUISITION BY CANOPY GROWTH

MTL Cannabis Corp. has mailed its management information circular and related proxy materials for its special meeting of the holders of common shares of MTL Cannabis to be held at the offices of Farris LLP at 700 W Georgia St. No. 2500, Vancouver, B.C., V7Y 1B3, at 9 a.m. (Vancouver time) on Feb. 17, 2026. The circular and related proxy materials are now available under the company's issuer profile on SEDAR+ as well as on the company's website.

The arrangement

At the meeting, shareholders will be asked to consider and vote on a special resolution to approve a proposed plan of arrangement under Section 192 of the Canada Business Corporations Act, whereby, among other things, Canopy Growth Corp. will acquire all of the issued and outstanding MTL shares, in accordance with the terms of the arrangement agreement dated Dec. 14, 2025, between MTL Cannabis and Canopy Growth, as amended on Jan. 6, 2026, which was previously announced on Dec. 15, 2025. Under the terms of the arrangement agreement, among other things, each shareholder will receive fixed consideration for each MTL share equal to: (i) 0.32 of a common share of Canopy Growth and (ii) 14.4 cents in cash.

Board recommendation and reasons for the board recommendation

The board of directors of MTL Cannabis determined that the arrangement is fair to the shareholders and that the arrangement is in the best interests of MTL Cannabis and unanimously recommends that shareholders vote for the arrangement resolution for the following reasons:

• Significant premium to shareholders. The arrangement provides shareholders with a significant premium per share of approximately 82 per cent to the closing price of the MTL shares on the Canadian Securities Exchange (the CSE) on Dec. 12, 2025, and approximately 57 per cent to the 30-day volume-weighted average trading price of the MTL shares on the CSE based on the closing price of the Canopy shares on the Toronto Stock Exchange (the TSX) on Dec. 12, 2025.
• Immediate liquidity and meaningful increase in trading liquidity. The shareholders will receive immediate and fixed liquidity for their MTL shares from the cash consideration portion of the consideration to be received by shareholders pursuant to the arrangement. In addition to the cash consideration, shareholders will also receive the share consideration as a portion of the consideration. The Canopy shares to be received should have substantially more trading liquidity than the MTL shares have had historically, are listed on the Nasdaq Global Select Market and Toronto Stock Exchange, and have had an average daily trading volume in excess of $35-million per day, providing significant liquidity and monetizable value for shareholders, which is of particular benefit to shareholders given the lack of liquidity in the MTL shares.
• Exposure to global cannabis market. Through the share consideration portion of the consideration payable pursuant to the arrangement, shareholders will receive exposure to Canopy Growth's diversified global cannabis platform outside of Canada through its operations in Europe and Australia, and the highly differentiated, and indirect exposure, into the United States, the largest cannabis market in the world, through its unconsolidated, non-controlling interest in Canopy USA LLC.
• Enhanced scale and access to capital. MTL has historically faced challenges accessing capital markets for equity with no history of substantial equity financing or analyst coverage. If the arrangement is completed, shareholders will, through their ownership in Canopy shares, benefit from an enhanced capital markets presence and a broader shareholder group, with strengthened access to growth capital in the form of both debt and equity.
• Strengthen Canopy Growth's leadership capabilities through retention of key MTL Cannabis management. Canopy Growth expects to retain core members of MTL Cannabis' leadership team, including its experience in cultivation and operations. MTL Cannabis has proven expertise in high-quality flower production, genetics selection, supply chain management and facility operations. Shareholders will, through their ownership in Canopy shares, benefit as this will complement Canopy Growth's existing capabilities and reinforce operational discipline through integration and ongoing cultivation improvement.
• Expected to elevate Canopy Growth to the leading position in Canada's medical cannabis market. MTL Cannabis' complementary patient network, strategically located clinics under the Canada House brand and established on-line medical channel, Abba Medix, expands Canopy Growth's ability to reach and support patients nationwide. With the addition of MTL Cannabis, Canopy Growth's Canadian medical cannabis business is expected to establish Canopy Growth as the leading medical cannabis provider in Canada.
• Elevated share in Canada adult-use market. Canopy Growth intends to leverage its broad distribution network and key relationships to expand the distribution of MTL Cannabis' flower, prerolled joints and hash product portfolio in British Columbia, Alberta and Ontario.
• Cost synergies. The arrangement is expected to achieve potential cost synergies estimated at approximately $10-million, on an annualized basis, over a period of 18 months, which are expected to be realized from anticipated operating efficiencies and corporate integration.
• Support of shareholders. Certain directors and officers of MTL Cannabis entered into support agreements and lock-up agreements, as applicable, representing approximately 75 per cent of the issued and outstanding MTL shares pursuant to which they each agreed, among other things and subject to the terms of their respective agreements, to vote all of the MTL shares held by them in favour of the arrangement.

Additional details with respect to the arrangement, the reasons for the unanimous recommendation of the board, the uananimous recommendation of the special committee of the board, as well as potential benefits and risks of the arrangement, are described in the circular.

Your vote is important regardless of the number of MTL shares you own. Shareholders are encouraged to read the circular and vote their MTL shares well in advance of the meeting and in any event, prior to the proxy voting deadline on Thursday, Feb. 12, 2026, at 9 a.m. (Vancouver time).

Vote requirements

To be effective the arrangement resolution must be approved by: (a) not less than 66.67 per cent of the votes cast by shareholders present or represented by proxy and entitled to vote at the meeting; and (b) a majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the meeting, excluding for this purpose votes attached to MTL shares owned and/or controlled by any shareholders required to be excluded under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, as further detailed in the circular.

Interim order

The company is also pleased to announce it has obtained the interim order from the Supreme Court of British Columbia dated Jan. 14, 2026, with respect to the arrangement. The interim order, among other things, authorizes MTL to call and hold the meeting relating to the arrangement. A copy of the interim order is included in the information circular.

The hearing date for the application for the final order of the Supreme Court of British Columbia is scheduled for Feb. 23, 2026. Assuming timely receipt of all necessary court, shareholder, regulatory and third party approvals, and the satisfaction of all other conditions, closing of the arrangement is expected to occur by the end of February, 2026.

Shareholder questions and voting assistance

Shareholders who have questions about the information contained in the circular or require assistance with voting their MTL shares may contact Laurel Hill Advisory Group, MTL Cannabis's proxy solicitation agent and shareholder communications adviser, as follows:

Laurel Hill Advisory Group

Toll-free:  1-877-452-7184 (for shareholders in North America)

International:  1-416-304-0211 (for shareholders outside North America)

Text message:  v

By e-mail:  assistance@laurelhill.com

About MTL Cannabis Corp.

MTL Cannabis is the parent company of Montreal Medical Cannabis Inc. (MTL Cannabis), a licensed producer operating from a 57,000-square-foot licensed indoor grow facility in Pointe Claire, Que.; Abba Medix Corp., a licensed producer in Pickering, Ont., that operates a leading medical cannabis marketplace; IsoCanMed Inc., a licensed producer in Louiseville, Que., growing best-in-class indoor cannabis, in its 64,000 square ft production facility; and Canada House Clinics Inc., operating clinics across Canada that work directly with primary care teams to provide specialized cannabinoid therapy services to patients suffering from simple and complex medical conditions.

As a flower-first company built for the modern street, MTL Cannabis uses proprietary hydroponic growing methodologies supported by handcrafted techniques to produce products that are truly craft for the masses. MTL Cannabis focuses on craft quality cannabis products, including lines of dried flower, prerolls, and hash marketed under the MTL Cannabis, Low Key by MTL and R'belle brands for the Canadian market through nine distribution arrangements with various provincial cannabis distributors. MTL Cannabis has also developed several export channels for bulk and unbranded GACP quality cannabis.

It is MTL Cannabis's goal for Abba Medix Corp. to become the leading distributor of medical cannabis in Canada and for Canada House Clinics to be the leading Canadian provider of medical cannabis clinic services.

We seek Safe Harbor.