MTL Cannabis mails info circular for special meeting

Executive Summary

• MTL Cannabis Corp. has mailed its management information circular for a special meeting of shareholders scheduled for February 17, 2026, to vote on a proposed plan of arrangement to acquire MTL Cannabis.
• The acquisition involves Canopy Growth Corp. acquiring all issued and outstanding MTL shares, with shareholders receiving a fixed consideration of 0.32 Canopy Growth common shares plus $0.144 CAD in cash per MTL share.
• The transaction is expected to close by the end of February 2026, subject to shareholder approval (requiring 66.67% vote), regulatory approvals, and a final court order scheduled for February 23, 2026.

Key Details

• Transaction Structure: Plan of arrangement under Section 192 of the Canada Business Corporations Act.
• Acquirer: Canopy Growth Corp.
• Target: MTL Cannabis Corp.
• Consideration per MTL Share:
  • 0.32 common shares of Canopy Growth Corp.
  • $0.144 CAD in cash.
• Premium: Approximately 82% premium to the closing price on Dec 12, 2025, and ~57% premium to the 30-day VWAP.
• Meeting Details:
  • Date: February 17, 2026, at 9 a.m. (Vancouver time).
  • Location: Offices of Farris LLP, Vancouver, B.C.
  • Proxy Voting Deadline: February 12, 2026, at 9 a.m. (Vancouver time).
• Voting Requirements:
  • Approval by not less than 66.67% of votes cast by shareholders present/represented.
  • Majority of votes cast by shareholders present/represented (excluding specific minority holders under Multilateral Instrument 61-101).
• Support: Directors and officers representing ~75% of outstanding shares have entered into support and lock-up agreements.
• Regulatory/Court Status:
  • Interim order obtained from the Supreme Court of British Columbia on January 14, 2026.
  • Final order hearing scheduled for February 23, 2026.
  • Expected closing: End of February 2026.
• Strategic Rationale & Synergies:
  • Liquidity: Immediate cash liquidity and access to Canopy’s Nasdaq/TSX listed shares (avg daily volume >$35M).
  • Market Access: Exposure to global cannabis markets (Europe, Australia) and indirect US exposure via Canopy USA LLC.
  • Capital Markets: Enhanced access to debt and equity financing for MTL shareholders via Canopy.
  • Operational Integration: Retention of MTL leadership for cultivation/operations expertise; integration of MTL’s medical network (Abba Medix, Canada House Clinics) to establish Canopy as the leading medical cannabis provider in Canada.
  • Cost Synergies: Estimated $10 million annualized cost synergies over 18 months.
  • Product Expansion: Leveraging Canopy’s distribution to expand MTL’s flower, preroll, and hash portfolio in BC, Alberta, and Ontario.

Notable Quotes

• None explicitly quoted in the text, though the Board's unanimous recommendation and reasons are detailed.