Canopy Growth closes MTL Cannabis acquisition

Executive Summary

• Canopy Growth Corp. has completed the acquisition of MTL Cannabis Corp., creating Canada's leading medical cannabis business by revenue.
• The transaction involves Canopy Growth acquiring 100% of MTL's outstanding shares, with MTL shareholders receiving 0.32 Canopy Growth common shares and $0.144 in cash per share.
• The acquisition strengthens Canopy Growth's position in the Canadian medical market, enhances its premium flower supply, and supports the company's goal of achieving positive adjusted EBITDA by fiscal 2027.

Key Details

• Transaction Structure: Canopy Growth acquired 100% of the issued and outstanding common shares of MTL Cannabis Corp.
• Consideration: MTL shareholders received 0.32 of a Canopy Growth common share and $0.144 in cash for each MTL share.
• Total Value: Canopy Growth issued approximately 41.2 million Canopy Growth shares and paid approximately $18.5 million in cash to Odyssey Trust Company in trust for MTL shareholders.
• Additional Share Issuance: 2,956,391 Canopy Growth shares were issued to former shareholders of Montreal Cannabis Medical Inc. (MC) in exchange for a release of prior obligations related to MTL's prior acquisition of MC. These shares are subject to an 18-month restriction on transfer.
• Delisting: MTL shares are anticipated to be delisted from the Canadian Securities Exchange on or about March 16, 2026.
• Strategic Benefits:
  • Establishes Canada's No. 1 market share position by revenue in medical cannabis.
  • Expands access to premium flower supply for Canadian and international markets, including Europe.
  • Deepens operational footprint in Quebec (Canada's second-largest cannabis market).
  • Integrates a profitable, cash-generating business to accelerate margin improvement and support the path to positive adjusted EBITDA in fiscal 2027.
• Leadership Changes:
  • Michael Perron (former CEO of MTL) joins as Chief Operating Officer of Canopy Growth.
  • Richard Clement and Michel Clement (MTL co-founders) serve as strategic advisers.
  • Jurgen Bickel (co-founder of Storz & Bickel GmbH) joins as Managing Director.
• Advisers:
  • Canaccord Genuity Corp. acted as exclusive financial adviser to Canopy Growth.
  • Haywood Securities Inc. acted as exclusive financial adviser to MTL's special committee.
  • Cassels Brock & Blackwell LLP and Paul Hastings LLP acted as legal counsel to Canopy Growth.
  • Farris LLP acted as legal counsel to MTL.

Notable Quotes

• Luc Mongeau, CEO, Canopy Growth: "The acquisition of MTL is a defining step forward in strengthening Canopy Growth's core Canadian business and advancing our path toward sustainable profitability... Today, we are better positioned to deliver higher-quality products, operate more efficiently and scale strategically to meet growing demand in international markets."
• Richard Clement, Co-founder, MTL Cannabis: "We're proud to join Canopy Growth and begin this next phase as one team."
• Mike Perron, COO, Canopy Growth: "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."