Mr. Alex Thomas reports
CANOPY GROWTH ESTABLISHES NEW US$200 MILLION AT-THE-MARKET PROGRAM TO STRENGTHEN THE COMPANY'S FINANCIAL POSITION
Canopy Growth Corp. has established a new at-the-market (ATM) equity program that allows Canopy Growth to issue and sell up to $200-million (U.S.) of common shares of the company from treasury from time to time in concurrent public offerings in the United States and Canada, provided, however, that: (i) sales of common shares in the ATM program in Canada is limited to aggregate gross sales proceeds to the company of up to $50-million (U.S.) (or its Canadian dollar equivalent); and (ii) in no event will the combined gross sales proceeds of the ATM program in the U.S. and Canada exceed $200-million (U.S.). Any common shares sold in the ATM program will be sold in transactions made directly on the Nasdaq Stock Market or the Toronto Stock Exchange, or on any other available U.S. or Canadian trading market for the common shares. The volume and timing of sales under the ATM program, if any, will be determined in the company's sole discretion and are subject to customary conditions precedent. The common shares will be distributed at market prices prevailing at the time of each sale or at certain other prices, and, as a result, prices may vary as between purchasers and during the period of distribution under the ATM program.
Canopy Growth intends to use the net proceeds from the ATM program, if any, for investments in businesses and/or to finance any potential future acquisitions, and for working capital and general corporate purposes, including the potential repayment of indebtedness.
Sales of common shares under the ATM program will be made pursuant to the terms of an equity distribution agreement dated Aug. 29, 2025, entered into among the company, BMO Nesbitt Burns Inc., as Canadian agent, and BMO Capital Markets Corp., as U.S. agent. The ATM program will be effective until the earliest of: (a) June 5, 2027; (b) the issuance and sale of common shares having an aggregate offering price of $200-million (U.S.) on the terms and subject to the conditions set forth in the distribution agreement; (c) the date on which the registration statement (as defined below) ceases to be useable for sales of shelf securities (as defined in the distribution agreement) pursuant to General Instruction I.B.1 of Form S-3; (d) the date on which the company receives notice from the U.S. Securities and Exchange Commission (SEC) that the registration statement has ceased to be effective in accordance with applicable U.S. securities laws; and (e) the date on which the distribution agreement is terminated by the parties, in each case, subject to the terms of the distribution agreement. Notwithstanding the foregoing, the Canadian offering will automatically terminate on the earliest to occur of: (1) July 5, 2026, (2) the date on which the issuance and sale of common shares in the Canadian offering equals $50-million (U.S.) (or the equivalent in Canadian currency); (3) the date on which the company receives notice from the Ontario Securities Commission that the Canadian shelf prospectus (as defined below) has ceased to be effective in accordance with applicable Canadian securities laws; or (4) the date on which the distribution agreement is terminated pursuant to clauses (a) through (e) above, provided, however, that a termination of the Canadian offering as contemplated by clauses (1), (2) and (3) above will in no case affect the U.S. offering, and the distribution agreement will continue to remain in full force and effect with respect to the U.S. offering. The distribution agreement replaces the equity distribution agreement, dated Feb. 28, 2025, as amended, among the company and the agents, which terminated upon the company's entry into the distribution agreement.
The offering of common shares under the ATM program is qualified by a prospectus supplement dated Aug. 29, 2025, to the company's Canadian short form base shelf prospectus dated June 5, 2024, each filed with the securities commissions in each of the provinces and territories of Canada, and pursuant to a prospectus supplement dated Aug. 29, 2025, to the company's U.S. base prospectus included in its registration statement on Form S-3 initially filed with the SEC on June 5, 2024, and amended on May 29, 2025, and May 30, 2025. The distribution agreement, Canadian prospectus supplement and Canadian shelf prospectus are available on SEDAR+, and the U.S. prospectus supplement, the U.S. base prospectus and the registration statement are available on EDGAR. Alternatively, these documents may be requested from the agents by contacting: (i) in Canada: BMO Nesbitt Burns Inc., by mail at Brampton Distribution Centre, 9195 Torbram Rd., Brampton, Ont., L6S 6H2, attention: The Data Group of Companies, by e-mail at torbramwarehouse@datagroup.ca or by telephone at 905-791-3151, extension 4312; and (ii) in the United States: BMO Capital Markets Corp., by mail at 151 W 42nd St. (32nd floor), New York, N.Y., 10036, attention: equity syndicate department, by e-mail at bmoprospectus@bmo.com or by telephone at 800-414-3627.
About Canopy Growth
Corp.
Canopy Growth is a world leading cannabis company dedicated to unleashing the power of cannabis to improve lives.
Through an unwavering commitment to consumers, Canopy Growth delivers innovative products from owned and licensed brands, including Tweed, 7Acres, Doja, Deep Space and Claybourne, as well as category defining vaporization devices by Storz & Bickel. In addition, Canopy Growth serves medical cannabis patients globally with principal operations in Canada, Europe and Australia.
Canopy Growth has also established a comprehensive ecosystem to realize the opportunities presented by the U.S. THC (tetrahydrocannabinol) market through an unconsolidated, non-controlling interest in Canopy USA LLC. Canopy USA's portfolio includes ownership of Acreage Holdings Inc., a vertically integrated multistate cannabis operator with operations throughout the U.S. Northeast and Midwest, as well as ownership of Wana Wellness LLC, The Cima Group LLC and Mountain High Products LLC, a leading North American edibles brand, and majority ownership of Lemurian Inc., a California-based producer of high-quality cannabis extracts and clean vape technology.
Canopy Growth is shaping a future where cannabis is embraced for its potential to enhance well-being and improve lives. With high-quality products, a commitment to responsible use, and a focus on enhancing the communities where people live and work, the company is paving the way for a better understanding of all that cannabis can offer.
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