An anonymous director reports

CANOPY GROWTH TO HOLD SPECIAL MEETING OF SHAREHOLDERS

Canopy Growth Corp. will hold a special meeting of shareholders at 1 p.m. ET on Friday, April 12, 2024. The meeting will be conducted in virtual format by live audio webcast.

• Shareholders to vote on the creation of a new class of exchangeable shares, which is expected to be a critical step in strategy to accelerate Canopy Growth's entry into the over $50-billion (U.S.) THC market.
• For any questions or assistance with voting, shareholders should contact Laurel Hill Advisory Group at 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America), or by e-mail at assistance@laurelhill.com.

At the meeting, shareholders will be asked to consider, and if deemed appropriate, pass a special resolution authorizing an amendment (the amendment proposal) to the company's articles of incorporation, as amended, in order to: (i) create and authorize the issuance of an unlimited number of a new class of non-voting and non-participating exchangeable shares in the capital of Canopy Growth (the exchangeable shares).

Shareholders will find important information and detailed instructions about how to participate in the meeting in the company's definitive proxy statement, which is available at Canopy Growth's website.

Background

On Oct. 25, 2022, Canopy Growth previously announced a strategy to accelerate its entry into the United States cannabis industry and unleash the value of its full U.S. cannabis ecosystem through the creation of a new U.S.-domiciled holding company, Canopy USA LLC. Canopy USA holds the company's U.S. cannabis investments, which will enable it to exercise rights to acquire Acreage Holdings Inc., Mountain High Products LLC, Wana Wellness LLC and The Cima Group LLC (collectively, Wana), and Lemurian Inc. (Jetty). Upon Canopy USA's acquisition of any of these U.S. THC businesses, Canopy Growth is expected to deconsolidate the financial results of Canopy USA and have a non-controlling interest in Canopy USA, which will be accounted for as an equity method (fair value) investment.

Canopy USA strategic highlights

As the growth of the U.S. cannabis market continues at the state level, this strategy enables Canopy Growth to capitalize on the once-in-a-generation opportunity in the largest cannabis market in the world. These actions are expected to enable Canopy Growth and Canopy USA to realize value in the near term prior to federal permissibility of cannabis in the United States while positioning the company for profitable growth and a fast start upon federal permissibility of cannabis in the United States.

Potential benefits of this strategy include:

• Fast tracks entry into the world's largest and fastest-growing cannabis market: The U.S. retail cannabis market is projected to be as high as approximately $50-billion (U.S.) in 2026, and this strategy aims to unlock the ability to capture share and return on investments made to date. Through these "stepping stone" transactions, Canopy Growth will be strategically repositioned to capitalize on the benefits of complete ownership and control of its U.S. THC portfolio of assets following the date that the Nasdaq Stock Market or The New York Stock Exchange permit the listing of companies that consolidate the financial statements of companies that cultivate, distribute or possess marijuana (as defined in 21 U.S.C 802) in the United States.
• Establishes industry-leading, premium-focused brand powerhouse: Canopy USA's portfolio includes some of the most recognized, iconic cannabis brands in the United States that the company believes are ideally positioned in the fastest-growing categories, such as edibles, vapes and flower. Canopy USA is expected to leverage the best of each brand's offerings to accelerate growth and market expansion as key states across the country continue to allow adult-use cannabis usage, realizing value in the near term and setting Canopy Growth up for a fast start upon U.S. federal permissibility of cannabis.
• Financial benefit via revenue and cost synergies within Canopy USA: The combination of U.S. cannabis assets is expected to generate revenue and cost synergies within Canopy USA by leveraging the brands, routes to market and operations of the full U.S. cannabis ecosystem while eliminating redundancies across certain of the U.S. THC portfolio of assets and the public company reporting costs of Acreage. Furthermore, as a result of the various investments, counterparties and definitive agreements in connection with the U.S. THC portfolio of assets, the time, complexity and cost associated with monitoring and valuing each underlying contract is financially and logistically burdensome. As a result of the formation of Canopy USA, the company has adopted a singular approach to its U.S. strategy. Over time the company expects to realize value as a result of: (i) reduced operating expenses for Canopy Growth with respect to the monitoring of the U.S. THC portfolio of assets; and (ii) cost synergies across Canopy USA, including the elimination of public company reporting costs for Acreage, all of which are expected to be realized while cannabis remains federally illegal in the United States.
• Highlights the value of Canopy's U.S. THC investments: While Canopy Growth will not consolidate the financial results of Canopy USA, Canopy Growth expects to highlight the value of Canopy USA's U.S. THC assets to investors following their acquisition.

Voting

Shareholders of record as of the close of business on Feb. 12, 2024, and shareholders holding a legal proxy for the meeting, are eligible to vote at the meeting. Shareholders will find important information and detailed instructions about how to participate in the meeting in the proxy statement that is available on Canopy's website.

Shareholders who are eligible to vote will be mailed a notice of Internet availability in accordance with securities regulations which will provide instructions on how to access proxy materials and vote their shares. Shareholders are encouraged to vote and submit proxies as early as possible in advance of the meeting by one of the methods described in the proxy statement.

For more information, shareholders should contact the company's strategic shareholder adviser and proxy solicitation agent, Laurel Hill Advisory Group, at 1-877-452-7184 (1-416-304-0211 for collect calls outside North America) or by e-mail at assistance@laurelhill.com.

About Canopy Growth Corp.

Canopy Growth is a leading North American cannabis and CPG company dedicated to unleashing the power of cannabis to improve lives. Through an unwavering commitment to its consumers, Canopy Growth delivers innovative products with a focus on premium and mainstream cannabis brands, including Doja, 7Acres, Tweed and Deep Space. Canopy Growth's CPG portfolio includes gourmet wellness products by Martha Stewart CBD, and category-defining vaporizer technology made in Germany by Storz & Bickel.

Canopy Growth has also established a comprehensive ecosystem to realize the opportunities presented by the United States tetrahydrocannabinol market through its rights to Acreage Holdings Inc., a vertically integrated, multistate cannabis operator with principal operations in densely populated states across the northeast, as well as Wana Brands, a leading cannabis edible brand in North America, and Jetty Extracts, a California-based producer of high-quality cannabis extracts and pioneer of clean vape technology.

Beyond its world-class products, Canopy Growth is leading the industry forward through a commitment to social equity, responsible use and community reinvestment -- pioneering a future where cannabis is understood and welcomed for its potential to help achieve greater well-being and life enhancement.

Participants in the solicitation

Canopy Growth and its directors and executive officers may be deemed participants in the solicitation of proxies from shareholders with respect to the solicitation of votes to consider the amendment proposal. A description of the interests of the company's directors and executive officers in the amendment proposal is contained in the proxy statement and is available free of charge at the SEC's (Securities and Exchange Commission) website, or by directing a request to Canopy Growth, 1 Hershey Dr., Smiths Falls, Ont., K7A 0A8, or by e-mail to invest@canopygrowth.com. Investors should read the proxy statement as it contains important information.

We seek Safe Harbor.