An anonymous director reports

INDEPENDENT PROXY ADVISOR, INSTITUTIONAL SHAREHOLDER SERVICES ("ISS"), RECOMMENDS CANOPY GROWTH SHAREHOLDERS VOTE FOR THE CREATION OF EXCHANGEABLE SHARES TO FURTHER THE ADVANCEMENT OF CANOPY USA

Institutional Shareholder Services (ISS), in its report issued on Canopy Growth Corp.'s special meeting of shareholders scheduled for April 12, 2024, has recommended that Canopy Growth shareholders vote in favour of the previously announced special resolution authorizing an amendment 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; and (ii) restate the rights of the common shares in the capital of Canopy Growth to provide for a conversion feature whereby each common share may at any time, at the option of the holder, be converted into one exchangeable share. Canopy shareholders will be asked to consider and vote on the amendment proposal at a special meeting of Canopy shareholders on Friday, April 12, 2024, at 1 p.m. Eastern Time (Toronto time).

Background

On Oct. 25, 2022, Canopy Growth 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 all of the U.S. cannabis investments previously held by the company, which will, subject to the amendment proposal being approved, enable Canopy USA to exercise rights and 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 (tetrahydrocannabinol) 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.

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.

ISS recommendation

As an independent proxy advisory firm, ISS has approximately 3,400 clients, including many of the world's leading institutional investors which rely on ISS's objective and impartial analysis to make important voting decisions.

In reaching its recommendation that Canopy shareholders vote for the amendment proposal, ISS stated in its report:

"Support for this proposal is warranted. Although approval of this proposal would create an additional class of non-voting securities, the company determined that this proposal will help it and its shareholders remain compliant with applicable U.S. federal law."

For more information on Canopy USA and the exchangeable shares, please refer to the company's definitive proxy statement dated Feb. 12, 2024, that is available at the company's website.

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

The meeting will be held on Friday, April 12, 2024, at 1 p.m. Eastern Time (Toronto time). The meeting will be conducted in virtual format by live audio webcast on-line.

Canopy shareholders who are eligible to vote have been 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. The proxy statement is available at the company's website and has been filed along with related meeting materials under the company's profile on SEDAR+ and EDGAR.

Canopy 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. The deadline for canopy shareholders to return their completed proxies or voting instruction forms is Wednesday, April 10, 2024, at 1 p.m. Eastern Time (Toronto time).

The proxy statement contains, among other things, details concerning the amendment proposal, the background to and reasons for the favourable recommendation of the amendment proposal by the board of directors of Canopy Growth, the requirements for the amendment proposal to become effective, procedures for voting at the meeting, and other related matters. Canopy shareholders are urged to carefully review the proxy statement and accompanying materials as they contain important information regarding the amendment proposal.

Shareholder questions and voting assistance

Canopy shareholders who have questions or need assistance in voting should contact Laurel Hill Advisory Group by telephone 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.

About Canopy Growth Corp.

Canopy Growth is a leading North American cannabis and consumer packaged goods (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 THC market through its rights to Acreage, 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.

We seek Safe Harbor.