MTL Cannabis shareholders approve Canopy deal

Executive Summary

• MTL Cannabis shareholders approved the special resolution for the previously announced plan of arrangement with Canopy Growth Corp. at a special meeting held on February 17, 2026.
• Under the terms of the arrangement agreement dated December 14, 2025 (as amended January 6, 2026), Canopy Growth will acquire all issued and outstanding common shares of MTL Cannabis.
• MTL Cannabis intends to seek a final court order from the Supreme Court of British Columbia on February 23, 2026, with closing expected before the end of March 2026, subject to regulatory and third-party approvals.

Key Details

• Transaction Structure: Plan of arrangement under the Canada Business Corporations Act.
• Acquirer: Canopy Growth Corp.
• Target: MTL Cannabis Corp. (all issued and outstanding common shares).
• Voting Thresholds Met:
  • Approval by at least two-thirds of votes cast by shareholders present in person or represented by proxy.
  • Approval by a majority of votes cast by shareholders present in person or represented by proxy, excluding votes attached to shares required to be excluded under Multilateral Instrument 61-101.
• Legal Timeline:
  • Hearing for final court order expected: February 23, 2026.
  • Expected Closing: Before the end of March 2026.
• Reference Documents: Management information circular dated January 15, 2026; arrangement agreement dated December 14, 2025, as amended January 6, 2026.

Notable Quotes

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