MTL Cannabis Announces Mailing of the Management Information Circular in Connection with its Special Meeting of Shareholders to Approve the Acquisition by Canopy Growth

Executive Summary

• MTL Cannabis mailed its Management Information Circular and proxy materials for a special shareholders’ meeting scheduled for Feb 17, 2026 to approve the proposed arrangement whereby Canopy Growth will acquire all outstanding MTL shares.
• The board unanimously recommends voting FOR the Arrangement, citing an estimated 82% premium to the Dec‑12‑2025 closing price and expected liquidity, scale, and cost synergies (≈ $10 M annually).
• An interim court order authorizes the meeting; a final Supreme Court of British Columbia order is anticipated by Feb 23, 2026 with closing of the transaction expected by end‑Feb 2026.

Key Details

• Consideration per MTL Share: 0.32 Canopy Growth common share plus $0.144 cash.
• Premiums: ~82% above CSE closing price on Dec 12 2025; ~57% above 30‑day VWAP (based on Canopy shares).
• Liquidity Benefits: Cash portion provides immediate funds; Canopy shares listed on Nasdaq Global Select and TSX with average daily volume > $35 M, offering substantially greater trading liquidity.
• Strategic Rationale:
• Access to Canopy’s global cannabis platform (Europe, Australia, indirect U.S. exposure).
• Enhanced capital‑market presence and access to growth financing for shareholders.
• Retention of key MTL management to bolster cultivation/operations expertise.
• Expansion of Canopy’s medical‑cannabis footprint in Canada; cost synergies estimated at ~$10 M annually over 18 months.
• Board & Shareholder Support: Board and special committee unanimously recommend the arrangement; directors/officers representing ~75% of shares have entered support/lock‑up agreements to vote FOR.
• Voting Requirements: Must achieve (i) ≥ 66⅔ % of votes cast by shareholders present or represented by proxy, and (ii) a majority of votes cast in person or by proxy, excluding excluded shares per MI 61‑101.
• Court Orders & Timeline:
• Interim order from BC Supreme Court dated Jan 14 2026 authorizes the meeting.
• Final court order hearing set for Feb 23 2026.
• Expected closing of arrangement by end of February 2026, subject to all approvals and conditions.
• Shareholder Assistance: Laurel Hill Advisory Group provides voting help via toll‑free (1‑877‑452‑7184), international line (1‑416‑304‑0211), text “Info”, or email [email protected].

Notable Quotes

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