Ms. Judy Hong reports

CANOPY GROWTH ANNOUNCES US$150 MILLION REGISTERED DIRECT OFFERING

Canopy Growth Corp. has entered into an agreement with an institutional investor for the purchase and sale of up to $150-million (U.S.) aggregate principal amount of senior unsecured convertible debentures.

Pursuant to the terms of the agreement, the institutional investor purchased an initial $100-million (U.S.) of the convertible debentures and an additional $50-million (U.S.) of the convertible debentures will be purchased in the event that certain conditions outlined in the indenture (as defined below) are satisfied or waived. As further described below, no cash will be payable by Canopy Growth in any circumstances in respect of principal, interest or any other amounts owing pursuant to the terms of the convertible debentures.

"Canopy Growth is executing a strategy focused on accelerating growth and profitability by transforming our Canadian operations and fast-tracking entry into the U.S. market," said Judy Hong, chief financial officer of Canopy Growth. "Building on other recent actions taken to enhance cash flow, this attractive capital immediately adds to Canopy Growth's cash on hand and provides additional flexibility to continue advancing strategic priorities."

The convertible debentures were purchased pursuant to a registration statement on Form S-3ASR with the United States Securities and Exchange Commission with respect to the offer and sale of the convertible debentures and the common shares of the company underlying the convertible debentures. The convertible debentures were sold at $1,000 (U.S.) per convertible debenture and bear interest at a rate of 5 per cent per annum, payable in common shares at the earlier of (i) the time of conversion of the convertible debentures; or (ii) Feb. 28, 2028. No cash payment will be payable by Canopy Growth in any circumstances in respect of principal, interest or any other amounts owing pursuant to the terms of the indenture dated Feb. 21, 2023, between the company and Computershare Trust Company of Canada, as trustee, governing the convertible debentures. The convertible debentures are convertible into common shares at the option of the institutional investor at a conversion price equal to 92.5 per cent of the three-day volume-weighted average price of the common shares ending on the trading day prior to conversion. On the maturity date, the principal amount of the convertible debentures, including any accrued but unpaid interest, will also be paid in common shares.

The company intends to use the proceeds from the offering for working capital and general corporate purposes.

Additionally, the company does not plan to list the convertible debentures on the Nasdaq, or any other securities exchange or other trading system.

ATB Capital Markets Inc. acted as sole placement agent in connection with this offering.

About Canopy Growth Corp.

Canopy Growth is a leading North American cannabis and consumer packaged good company dedicated to unleashing the power of cannabis to improve lives.

Through an unwavering commitment to its consumers, Canopy delivers innovative products with a focus on premium and mainstream cannabis brands, including Doja, 7Acres, Tweed and Deep Space. The company's CPG portfolio features sugar-free sports hydration brand BioSteel, targeted 24-hour skin care and wellness solutions from This Works, gourmet wellness products by Martha Stewart CBD, and category-defining vaporizer technology made in Germany by Storz & Bickel.

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