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

Executive Summary

• Canopy Growth Corporation completed its acquisition of 100% of MTL Cannabis Corp., issuing ~41.2 million Canopy Growth shares and paying approximately C$18.5 million cash to MTL shareholders.
• The transaction creates Canada’s leading medical cannabis platform, adds high‑quality flower capacity, expands Québec presence, and is expected to generate roughly C$10 million of run‑rate synergies within 18 months, supporting a path to positive adjusted EBITDA by fiscal 2027.
• Key MTL executives join Canopy Growth’s leadership team; the deal also includes issuance of ~2.96 million shares to former MC shareholders with an 18‑month transfer restriction.

Key Details

• Consideration: Each MTL share exchanged for 0.32 Canopy Growth common share + C$0.144 cash.
• Shares Issued: Approximately 41.2 million Canopy Growth shares issued to MTL shareholders.
• Cash Paid: Approximate cash outlay of C$18.5 million (paid to Odyssey Trust Company in trust for MTL shareholders).
• Additional Share Issuance: 2,956,391 Canopy Growth shares issued to former MC shareholders; subject to an 18‑month transfer restriction.
• Synergies: Expected run‑rate synergies of ~C$10 million within 18 months post‑integration.
• Leadership Integration:
• Luc Mongeau – CEO (Canopy)
• Tom Stewart – CFO (Canopy)
• Christelle Gedeon – Chief Business Development & Corporate Affairs Officer
• Michael Perron – COO (formerly MTL CEO)
• Chrissy McHardy – SVP, Human Resources
• Andrew Bevan – SVP, Medical Sales
• Jürgen Bickel – Managing Director, Storz & Bickel GMBH
• Strategic Advisors: Richard Clément and Michel Clément (MTL co‑founders) will serve as strategic advisors.
• Delisting Timeline: MTL shares expected to be delisted from the Canadian Securities Exchange around 2026‑03‑16.
• Advisors & Counsel:
• Canaccord Genuity – exclusive financial advisor to Canopy Growth.
• Cassels Brock & Blackwell LLP / Paul Hastings LLP – legal counsel to Canopy Growth.
• Haywood Securities – exclusive financial advisor to MTL’s special committee (fairness opinion).
• Farris LLP – legal counsel to MTL Cannabis.
• Strategic Benefits Highlighted:
• Strengthened Canadian medical cannabis market leadership and revenue share.
• Expanded high‑quality flower supply for domestic and international (including European) markets.
• Enhanced presence in Québec, Canada’s second‑largest cannabis market.
• Accretive, cash‑generating business supporting earnings growth and margin improvement.
• Forward‑Looking Statements: The release contains numerous forward‑looking statements regarding anticipated benefits, synergies, integration timelines, and financial impacts; risks and uncertainties are detailed in the company’s public filings.

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.