Mr. David Klein reports

CANOPY GROWTH ANNOUNCES RESULTS OF SPECIAL MEETING OF SHAREHOLDERS

Canopy Growth Corp. has released the voting results from its special meeting of shareholders held on Friday, April 12, 2024.

A total of 32,250,578 common shares of the company, representing 35.40 per cent of the issued and outstanding shares, were voted in connection with the meeting by the company's shareholders and proxyholders.

The sole matter put forward before the company's shareholders for consideration and approval, as set out in the company's definitive proxy statement dated Feb. 12, 2024, was approved by the requisite number of votes cast at the meeting, as further detailed as follows.

At the meeting, shareholders passed a special resolution authorizing an amendment (the "Amendment Proposal") to the Company's articles of incorporation, as amended (the "Articles"), in order to, among other things: (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"). The Exchangeable Shares will not carry voting rights, rights to receive dividends or other rights upon dissolution of Canopy Growth but will be convertible into Shares.

The detailed results of the vote at the Meeting are set out below:

"With this successful shareholder vote complete, our Canopy USA strategy is advancing and is poised to make Canopy the first and only U.S. listed cannabis company offering shareholders unique exposure to the rapid growth of the U.S. cannabis market," said David Klein, Chief Executive Officer of Canopy Growth. "Canopy USA can now move quickly to acquire its U.S. assets in Wana, Jetty, and Acreage, and we expect Canopy Growth to begin highlighting Canopy USA's financial performance to our shareholders later this year."

Added Klein, "Buoyed by recent comments from the President and the Vice-President, Canopy Growth continues to be cautiously optimistic that cannabis will be moved to Schedule III in the near-term. Following this, we expect an immediate enhancement to the cashflow of Wana, Jetty, and Acreage resulting from the removal of the prohibition on business deductions in Section 280 which we expect to help power their growth."

Overview of Canopy USA Strategy

On October 25, 2022, Canopy Growth previously announced a strategy to accelerate its entry into the U.S. 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"). Canopy USA holds the Company's U.S. cannabis investments, which will enable it to exercise rights to acquire Acreage Holdings, Inc. ("Acreage"), Mountain High Products, LLC, Wana Wellness, LLC and The Cima Group, LLC (collectively, "Wana") and Lemurian, Inc. ("Jetty"). 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.

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 US$50 billion 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 a Leading, Brand Focused Powerhouse: Canopy USA's portfolio includes some of the most recognized, iconic cannabis brands in the United States that we believe 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 we expect 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.

Expected Next Steps in Canopy USA Strategy

With shareholders of the Company approving the Amendment Proposal at the Meeting, the following principal steps are expected to be completed:

The Company is expected to amend its Articles to create and authorize the issuance of an unlimited number of Exchangeable Shares;

Following the creation of the Exchangeable Shares, Constellation Brands, Inc., ("CBI") Canopy Growth's largest shareholder, is expected to convert its Shares into Exchangeable Shares and the CBI nominees that are currently sitting on the Company's Board of Directors are expected to resign as directors of the Company following the expected termination of the second amended and restated investor rights agreement dated April 18, 2019 among Canopy Growth, CBG Holdings LLC and Greenstar Investment Limited Partnership, wholly-owned subsidiaries of CBI (collectively, the "CBI Actions"). Following the CBI Actions, CBI will continue to be Canopy Growth's largest shareholder; and

Following completion of the CBI Actions, and the completion of the investment in Canopy USA by a third-party, Canopy USA is expected to exercise its options and acquire Acreage, Wana and Jetty. The acquisitions of Wana and Jetty are expected to be completed in the Company's Q2 FY2025. The acquisition of Acreage is expected to be completed by the end of Canopy Growth's FY2025.

Canopy Growth shareholders may elect to convert all or part of their Shares into non-trading Exchangeable Shares (the "Common Share Conversion Right") and holders of Exchangeable Shares may elect to convert all or part of their Exchangeable Shares into Common Shares (the "Exchangeable Share Conversion Right", together with the Common Share Conversion Right, the "Conversion Right"). It is important to note that the Exchangeable Shares will not be publicly tradable on TSX or NASDAQ stock markets. The Conversion Right may be exercised by registered holders of Shares and Exchangeable Shares, as applicable, at any time following the effective time of the creation of the Exchangeable Shares, by completing and signing a notice of conversion. For more information concerning the Conversion Right, please refer to the press release of the Company dated March 11, 2024 (https://www.canopygrowth.com/investors/news-releases/canopy-growth-announces-details-regarding-converting-into-exchangeable-shares-2/). It is important to note that the Exchangeable Shares will not be listed or posted for trading on any stock exchange.

For complete results on the matter voted on at the Meeting, please consult the Company's Report of Voting Results, which will be filed on the Company's SEDAR+ profile at www.sedarplus.ca, and the Company's Form 8-K which will be filed on EDGAR at www.sec.gov/edgar.

About Canopy Growth Corporation

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 our 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 features 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 U.S. THC market through its rights to Acreage, a vertically integrated multi-state 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.