Canopy Growth cheers MTL holder approval of transaction

Executive Summary

• Canopy Growth Corp. has received shareholder approval for its previously announced acquisition of MTL Cannabis Corp., with 99.97% of votes cast in favor.
• The transaction is expected to close before the end of March 2026, pending customary closing conditions including final court and third-party approvals.
• The acquisition aims to combine MTL's cultivation capabilities with Canopy's scale to create Canada's leading medical cannabis company.

Key Details

• Shareholder Vote Results:
  • 99.97% of all shares of MTL cast were in favor of the special resolution.
  • 99.80% of MTL shares (excluding votes attached to shares required to be excluded under Multilateral Instrument 61-101) were in favor.
  • Approximately 89% of MTL shareholders participated in the vote.
• Transaction Status:
  • The plan of arrangement received overwhelming support at a special meeting held on Feb. 17, 2026.
  • Closing is expected before the end of March 2026.
  • Closing remains subject to customary conditions, including final court and other third-party approvals.
• Strategic Rationale:
  • Creation of Canada's leading medical cannabis company.
  • Combination of MTL's cultivation capabilities with Canopy Growth's scale.
  • Goal to create a more robust and competitive platform for long-term success in Canadian and regulated international markets.

Notable Quotes

• "The strong shareholder support received today marks a significant milestone toward completing this strategically compelling combination of two organizations that will create Canada's leading medical cannabis company," said Luc Mongeau, chief executive officer of Canopy Growth. "By combining MTL's cultivation capabilities with our scale, we're creating a more robust and competitive platform for long-term success in the Canadian and regulated international markets. We're grateful to MTL shareholders for endorsing this vision and look forward to the opportunities ahead."