MTL Cannabis garners proxy firm support for Canopy deal

Executive Summary

• Independent proxy advisory firms ISS and Glass Lewis have both recommended that MTL Cannabis shareholders vote in favor of the proposed plan of arrangement with Canopy Growth Corp.
• The transaction involves Canopy Growth acquiring all issued and outstanding MTL shares, with shareholders receiving fixed consideration of 0.32 Canopy Growth common shares and 14.4 cents in cash per MTL share.
• The MTL Board of Directors unanimously recommends approval, citing that the arrangement is fair to shareholders and in the best interests of the company, following consultation with legal and financial advisers.

Key Details

• Transaction Structure: Canopy Growth Corp. will acquire all issued and outstanding shares of MTL Cannabis Corp. via a plan of arrangement.
• Consideration: Each MTL shareholder will receive:
  • 0.32 of a common share of Canopy Growth; and
  • $0.144 in cash.
• Proxy Advisory Recommendations:
  • ISS: Recommended "Vote for this resolution," noting the mixed consideration offers a meaningful premium to the unaffected share price, immediate liquidity, value certainty, and upside potential.
  • Glass Lewis: Recommended support, citing sufficient cause for investor support due to partial liquidity, ongoing participation in synergies, and a significant premium to the company's unaffected price.
• Board Recommendation: The MTL Board unanimously recommends shareholders vote for the arrangement resolution, deeming it fair and in the best interests of the company.
• Special Meeting Details:
  • Date: February 17, 2026, at 9:00 a.m. Vancouver time.
  • Location: Offices of Farris LLP, 700 W Georgia St., Suite 2500, Vancouver, B.C., V7Y 1B3.
  • Proxy Voting Deadline: Thursday, February 12, 2026, at 9:00 a.m. Vancouver time.
• Management Information Circular: Dated January 15, 2026, available on SEDAR+ and MTL Cannabis's website.
• Proxy Solicitation Agent: Laurel Hill Advisory Group (Contact: 1-877-452-7184 or [email protected]).

Notable Quotes

• ISS: "Vote for this resolution. The mixed consideration represents a meaningful premium to the unaffected share price, providing shareholders with immediate liquidity and value certainty, while also allowing them to retain exposure to the upside potential of the combined company. ... Shareholders can reasonably be confident that the consideration is competitive, the valuation is credible, the apparent risk of non-approval is limited, and the offer reflects a share price level not observed since the company's RTO [reverse takeover] transaction."
• Glass Lewis: "... We believe there is sufficient cause for investor support of the transaction, as it provides shareholders with partial liquidity as well as ongoing participation in the potential upside and synergies of the combined company. Moreover, the merger consideration implies a significant premium to the company's unaffected price. Accordingly, we recommend shareholders vote for this proposal."
• MTL Board: "...has determined that the arrangement is fair to all MTL shareholders and that the arrangement is in the best interests of MTL Cannabis."