Canopy Growth Completes Acquisition of MTL Cannabis Creating Canada's Leading Medical Cannabis Business By Revenue

Executive Summary

• Canopy Growth completed the acquisition of 100% of MTL Cannabis, issuing ~41.2 million Canopy shares and paying approximately C$18.5 million cash to MTL shareholders.
• The deal creates Canada’s leading medical‑cannabis platform, adds high‑quality flower capacity, expands Québec presence, and is expected to generate ≈C$10 million of run‑rate synergies within 18 months and support a path to positive adjusted EBITDA by FY2027.
• Key MTL executives (including COO Mike Perron and co‑founders Richard & Michel Clément) join Canopy’s leadership team, strengthening operational depth and integration capabilities.

Key Details

• Consideration: Each MTL share exchanged for 0.32 Canopy common share + C$0.144 cash.
• Shares Issued: ~41.2 million Canopy shares to MTL shareholders; additional 2,956,391 shares issued to former MC shareholders (subject to an 18‑month transfer restriction).
• Cash Paid: Approximately C$18.5 million paid to Odyssey Trust Company in trust for MTL shareholders.
• De‑listing: MTL shares expected to be de‑listed from the Canadian Securities Exchange around 2026‑03‑16.
• Leadership Additions:
• Mike Perron – Chief Operating Officer (formerly CEO of MTL)
• Richard Clément & Michel Clément – Strategic Advisors
• Additional senior staff listed in release (e.g., Chrissy McHardy, Andrew Bevan).
• Strategic Benefits:
• Strengthens Canopy’s medical‑cannabis market‑share leadership in Canada.
• Expands high‑quality flower supply for Canadian and international (including European) markets.
• Deepens Québec footprint via MTL cultivation facilities and product portfolio.
• Adds profitable, cash‑generating operations to accelerate margin improvement and EBITDA growth.
• Synergies: Anticipated run‑rate synergies of ~C$10 million within 18 months post‑integration.
• Advisors & Counsel:
• Canaccord Genuity – exclusive financial advisor to Canopy.
• Cassels Brock & Blackwell LLP / Paul Hastings LLP – legal counsel to Canopy.
• Haywood Securities – exclusive financial advisor to MTL’s special committee (provided fairness opinion).
• Farris LLP – legal counsel to MTL.

Notable Quotes

• “The acquisition of MTL is a defining step forward in strengthening Canopy Growth’s core Canadian business and advancing our path toward sustainable profitability.” – Luc Mongeau, CEO, Canopy Growth.
• “We’re proud to join Canopy Growth and begin this next phase as one team.” – Richard Clément, Co‑Founder & former Chief Cultivation Officer, MTL Cannabis.

All amounts are expressed in Canadian dollars.