Mr. Michael Perron reports

CANOPY GROWTH COMPLETES ACQUISITION OF MTL CANNABIS CREATING CANADA'S LEADING MEDICAL CANNABIS BUSINESS BY REVENUE

Canopy Growth Corp. and MTL Cannabis Corp. have completed the previously announced arrangement whereby, among other things, Canopy Growth has acquired all of the issued and outstanding common shares of MTL.

The combined company establishes Canada's leading medical cannabis platform and strengthens Canopy Growth's broader business through expanded premium flower supply, enhanced operating execution and the ability to meet demand in regulated international medical markets, including Europe. Additionally, the integration of a profitable, cash-generating business supports the company's objective of achieving positive adjusted earnings before interest, taxes, depreciation and amortization during fiscal 2027.

"The acquisition of MTL is a defining step forward in strengthening Canopy Growth's core Canadian business and advancing our path toward sustainable profitability," said Luc Mongeau, chief executive officer, Canopy Growth. "We have long admired MTL and their approach to cannabis and business, and, together, we are Canada's leading medical cannabis company, complemented by a strong and accelerating adult-use platform within the country. Today, we are better positioned to deliver higher-quality products, operate more efficiently and scale strategically to meet growing demand in international markets."

"At the heart of this next chapter are our people. We're thrilled to welcome MTL employees to Canopy Growth. Your talent and dedication make this company exceptional, and we're excited to move forward together," continued Mr. Mongeau.

"We're proud to join Canopy Growth and begin this next phase as one team," said Richard Clement, co-founder and former chief cultivation officer, MTL Cannabis.

"MTL was built on disciplined operations and a relentless focus on quality. With Canopy Growth's scale and reach, we can continue to bring high-quality product to more medical patients and adult-use consumers in Canada and internationally," added Mike Perron, chief operating officer, Canopy Growth, and former chief executive officer, MTL Cannabis.

Effective upon closing of the arrangement, key members of MTL have joined the Canopy Growth leadership team. The combined team, listed below, strengthens operational depth and positions the company for consistent execution and scalable growth:

• Luc Mongeau, chief executive officer;
• Tom Stewart, chief financial officer;
• Christelle Gedeon, chief business development and corporate affairs officer;
• Michael Perron, chief operating officer;
• Chrissy McHardy, senior vice-president, human resources;
• Andrew Bevan, senior vice-president, medical sales;
• Jurgen Bickel, managing director and co-founder of Storz & Bickel GmbH.

In addition, MTL co-founders Richard Clement and Michel Clement will serve as strategic advisers to the company, supporting integration and cultivation. With the transaction complete, Canopy Growth has commenced integration of MTL's cultivation and postharvest operations into its supply chain.

Strategic benefits

Strengthens leadership in Canadian medical cannabis and market share position

MTL's patient network, Canada House clinics and Abba Medix on-line channel cement Canopy Growth in the No. 1 market share position by revenue and expands Canopy Growth's ability serve patients nationwide.

Enhances flower supply for Canadian and international markets

Integrating MTL's cultivation and postharvest assets strengthens access to consistent, high-quality flower to support demand in Canada and international medical markets, including Europe.

Deepens Quebec presence and strengthens adult-use positioning

Expands Canopy Growth's operational footprint in Quebec, Canada's second-largest cannabis market, through MTL's cultivation facilities and portfolio of high-quality flower and hash products.

Improves competitive positioning across core adult-use categories

MTL's strong brand portfolio and proven performance in upper mainstream flower and prerolls supports broader distribution, improved shelf presence and stronger execution across key provinces.

Accretive, cash-generating business enables earnings growth

MTL is a profitable, cash-generating business that operates with strong cost discipline. This transaction is expected to accelerate margin and establishes a path toward EBITDA improvement supporting the company's focus on sustainable profitability.

Strengthens operational capabilities through retention of key MTL leadership

Retention of MTL's leadership, including Mr. Perron as chief operating officer, and Richard Clement and Michel Clement in strategic consulting roles, adds deep expertise in cultivation, genetics and facility operations.

Transaction details

As a result of the arrangement, MTL Cannabis has become a wholly owned subsidiary of Canopy Growth, and the MTL shares are anticipated to be delisted from the Canadian Securities Exchange on or about March 16, 2026.

Pursuant to the arrangement, the company has acquired 100 per cent of the issued and outstanding MTL shares. MTL shareholders are entitled to receive 0.32 of a Canopy Growth common share and 14.4 cents in cash in exchange for each MTL share held immediately prior to closing of the arrangement.

In aggregate, Canopy Growth issued approximately 41.2 million Canopy Growth shares and made a cash payment of approximately $18.5-million pursuant to the arrangement to Odyssey Trust Company in trust for MTL shareholders as consideration for their MTL shares. In addition, 2,956,391 Canopy Growth shares were issued under the arrangement to certain former shareholders of Montreal Cannabis Medical Inc. in exchange for a release of all prior obligations owing to the former MC shareholders in connection with MTL's prior acquisition of MC. The Canopy Growth shares issued to the MC shareholders are subject to an 18-month restriction on transfer.

To receive Canopy Growth shares and the cash consideration in exchange for MTL shares, registered shareholders of MTL Cannabis must complete, sign, date and return the letter of transmittal that was previously mailed by MTL to each MTL shareholder prior to closing. Canopy Growth shares issued as partial consideration for MTL shares may be subject to withholdings. The letter of transmittal is also available under MTL's profile on SEDAR+. MTL shareholders whose MTL shares were registered in the name of a broker, investment dealer, bank, trust company, trust, or other intermediary or nominee should contact such nominee for instructions and assistance in receiving their Canopy Growth shares and cash consideration.

Further details regarding the arrangement are set out in the management information circular of MTL Cannabis dated Jan. 15, 2026, a copy of which can be found under MTL Cannabis's profile on SEDAR+. A copy of the early warning report of Canopy Growth in connection with the acquisition of the MTL shares will be filed under MTL Cannabis's profile on SEDAR+ and can be obtained by contacting Canopy Growth at invest@canopygrowth.com.

Advisers and counsel

Canaccord Genuity Corp. acted as exclusive financial adviser to Canopy Growth. Cassels Brock & Blackwell LLP and Paul Hastings LLP acted as legal counsel to the company.

Haywood Securities Inc. acted as exclusive financial adviser to the special committee of the board of directors of MTL and provided a fairness opinion to such special committee. Farris LLP acted as legal counsel to MTL Cannabis.

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. 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.

At Canopy Growth, it 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 it live and works, it is paving the way for a better understanding of all that cannabis can offer.

About MTL Cannabis Corp.

MTL Cannabis is the parent company of MC, a licensed producer operating from a 76,000-square-foot licensed indoor grow facility in Pointe-Claire, Que.; Abba Medix Corp., a licensed producer in Pickering, Ont., that operates a leading medical cannabis marketplace; IsoCanMed Inc., a licensed producer in Louiseville, Que., growing best-in-class indoor cannabis, in its 64,000-square-foot production facility; and Canada House Clinics Inc., operating clinics across Canada that work directly with primary care teams to provide specialized cannabinoid therapy services to patients suffering from simple and complex medical conditions.

As a flower-first company built for the modern street, MTL Cannabis uses proprietary hydroponic growing methodologies supported by handcrafted techniques to produce products that are truly craft for the masses. MTL Cannabis focuses on craft quality cannabis products, including lines of dried flower, prerolls and hash marketed under the MTL Cannabis, Low Key by MTL and R'Belle brands for the Canadian market through nine distribution arrangements with various provincial cannabis distributors. MTL Cannabis has also developed several export channels for bulk and unbranded good agricultural and collection practice quality cannabis.

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