MTL Cannabis Announces Shareholder Approval of Arrangement with Canopy Growth

Executive Summary

• MTL Cannabis shareholders approved the special resolution authorizing its previously announced plan of arrangement, under which Canopy Growth will acquire all outstanding MTL shares.
• The vote met both required thresholds (≥ 66⅔% of total votes and ≥ 50% of non‑minority votes).
• The parties now seek final court approval in British Columbia, with closing expected before the end of March 2026, subject to customary conditions.

Key Details

• Meeting & Vote: Special shareholders’ meeting held February 17 2026; 107,468,366 votes (99.97%) cast for the Arrangement, 35,875 against (0.03%). Minority‑shareholder vote: 18,074,503 for (99.80%), 35,875 against (0.20%).
• Arrangement Overview: Canopy Growth will acquire 100% of MTL Cannabis’s issued and outstanding common shares pursuant to the arrangement agreement dated December 14 2025, amended January 6 2026.
• Approval Requirements Met: (a) ≥ 66⅔% of total votes in favor; (b) majority of non‑minority votes in favor, both satisfied.
• Next Steps: Application for a final order from the Supreme Court of British Columbia, hearing expected February 23 2026. Closing anticipated before end‑March 2026, contingent on court order, third‑party consents and satisfaction of all conditions precedent.
• Reference Materials: Management information circular dated January 15 2026 and related proxy materials are available on SEDAR+.

Notable Quotes

(No direct quotes were provided in the release.)