Canopy Growth arranges ATM offering

Executive Summary

• Canopy Growth Corp. has established a new At-The-Market (ATM) equity program to raise up to US$200 million in gross proceeds by issuing common shares from treasury.
• The program allows for concurrent public offerings in the United States and Canada, with a specific cap of US$50 million for the Canadian portion.
• Net proceeds will be utilized for investments in businesses, potential future acquisitions, working capital, general corporate purposes, and potential repayment of indebtedness.

Key Details

• Program Structure: At-The-Market (ATM) equity distribution agreement allowing issuance and sale of common shares from treasury.
• Gross Proceeds: Up to US$200 million total.
• Regional Caps:
  • United States: Up to US$150 million (implied, as total is $200M and Canada is capped at $50M).
  • Canada: Limited to aggregate gross sales proceeds of up to US$50 million (or Canadian dollar equivalent).
• Trading Venues: Shares will be sold directly on the Nasdaq Stock Market, the Toronto Stock Exchange, or other available U.S. or Canadian trading markets.
• Pricing: Distributed at market prices prevailing at the time of sale or certain other prices; prices may vary between purchasers and during the distribution period.
• Use of Proceeds: Investments in businesses, financing potential future acquisitions, working capital, general corporate purposes, and potential repayment of indebtedness.
• Agents:
  • Canadian Agent: BMO Nesbitt Burns Inc.
  • U.S. Agent: BMO Capital Markets Corp.
• Effective Period:
  • U.S. Offering: Effective until the earliest of June 5, 2027; sale of $200M; registration statement ceases to be usable; SEC notice of ineffectiveness; or termination by parties.
  • Canadian Offering: Automatically terminates on the earliest of July 5, 2026; sale of $50M; Ontario Securities Commission notice of ineffectiveness; or termination of the distribution agreement. Termination of the Canadian offering does not affect the U.S. offering.
• Documentation:
  • Equity distribution agreement dated August 29, 2025.
  • Replaces the previous equity distribution agreement dated February 28, 2025.
  • Prospectus supplements dated August 29, 2025, filed with securities commissions in Canada and the SEC.
  • Canadian shelf prospectus dated June 5, 2024.
  • U.S. registration statement on Form S-3 initially filed June 5, 2024, amended May 29 and May 30, 2025.