MTL Cannabis reminds shareholders of voting deadline

Executive Summary

• MTL Cannabis Corp. is reminding shareholders to vote in favor of a proposed plan of arrangement with Canopy Growth Corp. at a special meeting scheduled for February 17, 2026.
• The transaction involves Canopy Growth acquiring all outstanding common shares of MTL Cannabis, with shareholders receiving fixed consideration of 0.32 Canopy Growth common shares and $0.144 CAD in cash per MTL share.
• The MTL Board of Directors, along with independent proxy advisers ISS and Glass Lewis, unanimously recommends voting for the arrangement, citing an ~82% premium to recent market prices, immediate liquidity, and strategic synergies.

Key Details

• Transaction Structure: Canopy Growth will acquire all issued and outstanding common shares of MTL Cannabis.
• Consideration: Each MTL shareholder receives:
  • 0.32 common shares of Canopy Growth Corp.
  • $0.144 CAD in cash per MTL share.
• Premium: The arrangement represents a premium of approximately 82% to the closing price on Dec 12, 2025, and ~57% to the 30-day volume-weighted average price (VWAP) on the Canadian Securities Exchange (CSE).
• Liquidity: MTL shares are currently illiquid; Canopy Growth shares are listed on Nasdaq Global Select Market and Toronto Stock Exchange with an average daily trading volume exceeding $35 million.
• Strategic Rationale:
  • Market Position: Expected to elevate Canopy Growth to the leading position in Canada's medical cannabis market via MTL's patient network, Canada House clinics, and Abba Medix online channel.
  • Adult-Use Market: Expansion of MTL's flower, prerolled joints, and hash portfolio in BC, Alberta, and Ontario.
  • Synergies: Estimated annualized cost synergies of approximately $10 million over 18 months.
  • Management: Core MTL leadership expected to be retained to complement Canopy's cultivation and operations expertise.
• Shareholder Support: Directors and officers hold lock-up and support agreements representing ~75% of issued and outstanding MTL shares.
• Meeting Details:
  • Date: February 17, 2026, at 9:00 a.m. Vancouver time.
  • Location: Offices of Farris LLP, 700 West Georgia St., No. 2500, Vancouver, B.C.
  • Proxy Deadline: Thursday, February 12, 2026, at 9:00 a.m. Vancouver time.
• Voting Methods:
  • Registered Shareholders: Online (Odyssey Trust), Fax (1-800-517-4553), or Mail.
  • Beneficial Shareholders: Online (Proxy Vote), Telephone, or Mail.

Notable Quotes

• "The MTL board determined that the arrangement is fair to the MTL shareholders and that the arrangement is in the best interests of MTL Cannabis and unanimously recommends that MTL shareholders vote for the arrangement resolution..."
• "Significant premium to shareholders: The arrangement provides MTL shareholders with a significant premium per MTL share of approximately 82 per cent to the closing price of the MTL shares on the Canadian Securities Exchange on Dec. 12, 2025..."
• "Cost synergies: The arrangement is expected to achieve potential cost synergies estimated at approximately $10-million, on an annualized basis, over a period of 18 months..."