Mr. Michael Perron reports

MTL CANNABIS REMINDS MTL SHAREHOLDERS TO VOTE FOR THE ARRANGEMENT RESOLUTION TO APPROVE THE PROPOSED PLAN OF ARRANGEMENT WITH CANOPY GROWTH AT THE UPCOMING SPECIAL MEETING OF MTL SHAREHOLDERS

MTL Cannabis Corp. has issued a reminder to its shareholders to cast their votes in favour of the special resolution to approve a proposed plan of arrangement involving Canopy Growth Corp. at MTL Cannabis's coming special meeting of MTL shareholders that will be held at the offices of Farris LLP at 700 West Georgia St., No. 2500, Vancouver, B.C., V7Y 1B3, at 9 a.m. Vancouver time, on Feb. 17, 2026.

MTL's board of directors unanimously recommends that the MTL shareholders vote for the arrangement resolution.

Independent proxy adviser support

The arrangement resolution was carefully reviewed by independent proxy advisory firms Institutional Shareholder Services Inc. and Glass Lewis & Co. LLC, which recommend that MTL shareholders vote for the arrangement resolution.

Reasons for MTL shareholders to vote for the arrangement resolution

Under the arrangement, among other things, Canopy Growth will acquire all of the issued and outstanding common shares of MTL Cannabis, 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.

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

• Significant premium to shareholders: The arrangement provides MTL shareholders with a significant premium per MTL share of approximately 82 per cent to the closing price of the MTL shares on the Canadian Securities Exchange 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 Growth shares on the Toronto Stock Exchange on Dec. 12, 2025.
• Immediate liquidity and meaningful increase in trading liquidity: The MTL shareholders will receive immediate and fixed liquidity for their MTL shares from the cash consideration portion of the consideration to be received by MTL shareholders pursuant to the arrangement. In addition to the cash consideration, MTL shareholders will also receive the share consideration as a portion of the consideration. The Canopy Growth shares to be received should have substantially more trading liquidity than the MTL shares have had historically, are listed on 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, MTL 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 Cannabis has historically faced challenges accessing capital markets for equity with no history of substantial equity financing or analyst coverage. If the arrangement is completed, MTL shareholders will, through their ownership in Canopy Growth shares, benefit from an enhanced capital market 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's 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. MTL shareholders will, through their ownership in Canopy Growth shares, benefit as this will complement Canopy Growth's existing capabilities and reinforce operational discipline through integration and continuing cultivation improvement.
• Expected to elevate Canopy Growth to the leading position in Canada's medical cannabis market: MTL Cannabis's complementary patient network, strategically located clinics under the Canada House brand and established on-line medical channel, Abba Medix, expand 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's 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.

Voting instructions and accessing MTL Cannabis's meeting materials

MTL Cannabis's management information circular dated Jan. 15, 2026, is available on the company's issuer profile on SEDAR+ and on the MTL Cannabis's website. The circular includes additional information about the arrangement and detailed instructions for voting your MTL shares. MTL shareholders can vote their MTL shares using the following methods.

Registered shareholders:

• On-line: Go to the Odyssey Trust website, enter the control number printed on your form of proxy and follow the instructions on the web page to vote your MTL shares.
• Fax: Complete, date and sign your form of proxy and fax it to 1-800-517-4553.
• Mail: Complete, date and sign your form of proxy and mail it in using the envelope included with the MTL Cannabis meeting materials to: Odyssey Trust Company, proxy department, Trader's Bank Building, 1100, 67 Yonge St., Toronto, Ont., M5E 1J8.

Beneficial shareholders:

• On-line: Go to the Proxy Vote website, enter the 16-digit control number printed on your voting instruction form and follow the instructions on the web page to vote your MTL shares;
• Telephone: Call the toll-free number listed on your voting instruction form, enter your 16-digit control number and follow the instructions on the voice recording to vote your MTL shares.
• Mail: Complete, date and sign your voting instruction form and mail it in using the envelope included with the MTL Cannabis meeting materials.

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

MTL encourages its 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.

MTL 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

By 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, 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 Inc. uses proprietary hydroponic growing methodologies supported by handcrafted techniques to produce products that are truly craft for the masses. Montreal Medical Cannabis Inc. 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 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.