Mr. Michael Perron reports

INDEPENDENT PROXY ADVISORY FIRMS, ISS AND GLASS LEWIS, RECOMMEND MTL SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION WITH CANOPY GROWTH

Two leading independent proxy advisory firms, Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. LLC, have each recommended that the holders of common shares of MTL Cannabis Corp. vote for a special resolution to approve a proposed plan of arrangement with Canopy Growth Corp. at MTL's special meeting of MTL shareholders on Feb. 17, 2026, at 9 a.m. Vancouver time. Under the arrangement, among other things, Canopy Growth will acquire all of the issued and outstanding MTL shares and each MTL 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.

ISS's and Glass Lewis's recommendations

In making its recommendation that MTL shareholders vote for the arrangement resolution, ISS noted: "Vote for this resolution. The mixed consideration represents a meaningful premium to the unaffected share price, providing shareholders with immediate liquidity and value certainty, while also allowing them to retain exposure to the upside potential of the combined company. ... Shareholders can reasonably be confident that the consideration is competitive, the valuation is credible, the apparent risk of non-approval is limited, and the offer reflects a share price level not observed since the company's RTO [reverse takeover] transaction."

In making its recommendation for the arrangement resolution, Glass Lewis concluded: "... We believe there is sufficient cause for investor support of the transaction, as it provides shareholders with partial liquidity as well as ongoing participation in the potential upside and synergies of the combined company. Moreover, the merger consideration implies a significant premium to the company's unaffected price. Accordingly, we recommend shareholders vote for this proposal."

Board recommendation

The board of directors of MTL Cannabis, upon careful consideration, including consultation with MTL Cannabis's external legal counsel and financial advisers and taking into account, among other things, the recommendation of a special committee of non-management directors of the MTL board, has determined that the arrangement is fair to all MTL shareholders and that the arrangement is in the best interests of MTL Cannabis. The MTL board unanimously recommends MTL shareholders vote for the arrangement resolution.

Details about MTL Cannabis's special meeting of MTL shareholders

The meeting, at which MTL shareholders will vote on the arrangement resolution, will be held at the offices of Farris LLP at 700 W Georgia St., Suite 2500, Vancouver, B.C., V7Y 1B3, at 9 a.m. Vancouver time on Feb. 17, 2026. MTL Cannabis's management information circular dated Jan. 15, 2026, provides more details about the arrangement and is available on MTL Cannabis's issuer profile on SEDAR+ and on MTL Cannabis's website.

Vote your MTL shares today

Your vote is important regardless of the number of MTL shares you own.

The company encourages MTL shareholders 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.

Shareholder questions and voting assistance

MTL 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 (Canada/United States)

International:  1-416-304-0211 (international)

Text message:  text "Info" to 1-416-304-0211 or 1-877-452-7184

E-mail:   assistance@laurelhill.com

About MTL Cannabis Corp.

MTL Cannabis is the parent company of Montreal Medical Cannabis Inc., 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-foot 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, Montreal Medical Cannabis uses proprietary hydroponic growing methodologies supported by handcrafted techniques to produce products that are truly craft for the masses. Montreal Medical 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. Montreal Medical Cannabis has also developed several export channels for bulk and unbranded GACP-quality (good agricultural and collection practices) cannabis.

It is MTL Cannabis's goal for Abba Medix 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.