MTL Cannabis Reminds MTL Shareholders to Vote FOR the Arrangement Resolution to Approve the Proposed Plan of Arrangement with Canopy Growth at the Upcoming Special Meeting of MTL Shareholders

Executive Summary

• MTL Cannabis Corp. urges shareholders to vote FOR the Arrangement Resolution that will merge MTL into Canopy Growth Corporation.
• Under the arrangement, each MTL share will be exchanged for 0.32 Canopy Growth common shares plus $0.144 cash, representing an estimated ≈82 % premium to the MTL closing price on 12 Dec 2025.
• The board and leading proxy advisory firms (ISS & Glass Lewis) unanimously recommend a “FOR” vote, citing liquidity benefits, exposure to Canopy’s global cannabis platform, cost synergies (~$10 M annually), and strategic growth opportunities.

Key Details

• Voting Deadline: Thursday, 12 Feb 2026, 9:00 a.m. Vancouver time.
• Special Meeting Date & Location: 17 Feb 2026, 9:00 a.m. (Vancouver) at Farris LLP, 700 W Georgia St #2500, Vancouver, BC V7Y 1B3.
• Consideration per MTL Share:
• Share Component: 0.32 of a Canopy Growth common share (listed on Nasdaq Global Select and TSX).
• Cash Component: $0.144 CAD per MTL share.
• Premiums:
• ≈ 82 % above MTL’s CSE closing price on 12 Dec 2025.
• ≈ 57 % above the 30‑day VWAP of Canopy Growth shares (TSX) on the same date.
• Liquidity Benefits:
• Immediate cash plus receipt of highly liquid Canopy Growth shares (average daily trading volume > $35 M).
• Strategic Rationale Highlighted:
• Access to Canopy’s global operations (Europe, Australia, indirect U.S. exposure via Canopy USA).
• Enhanced capital‑raising capacity and broader shareholder base for future growth.
• Retention of key MTL management to bolster cultivation and operational expertise.
• Expected cost synergies of roughly $10 M per year over an 18‑month integration period.
• Support Agreements: Approximately 75 % of outstanding MTL shares are held by directors/officers who have entered lock‑up/support agreements to vote “FOR.”
• Proxy Voting Methods:
• Registered Shareholders: Online (Odyssey Trust portal), fax, or mail.
• Beneficial Shareholders: Online (proxyvote.com), telephone, or mail.
• Contact for Assistance: Laurel Hill Advisory Group – toll‑free 1‑877‑452‑7184 (Canada/U.S.), international 1‑416‑304‑0211; email [email protected].

Notable Quotes

“The Arrangement provides MTL Shareholders with a significant premium and immediate liquidity, while positioning them to benefit from Canopy Growth’s global scale and capital resources.” – Board of Directors (unanimous recommendation).