This news release constitutes a “designated news release” for the purposes of Canopy Growth’s prospectus supplement dated August 29, 2025 to its short form base shelf prospectus dated June 5, 2024
All financial amounts in this press release are expressed in Canadian dollars.
Strengthens Canopy Growth’s core Canadian platform, providing additional high-quality flower to support international growth
Expected run-rate synergies of approximately $10 million within 18 months
Canopy Growth’s leadership team and operational depth strengthened through addition of MTL management team members
SMITHS FALLS, ON — March 16, 2026 — Canopy Growth Corporation (“Canopy Growth” or the “Company”) (TSX: WEED) (Nasdaq: CGC) and MTL Cannabis Corp. (“MTL Cannabis” or “MTL”) (CSE: MTLC) (OTCQX: MTLNF) today announced the completion of the previously announced arrangement (the “Arrangement”), whereby, among other things, Canopy Growth has acquired all of the issued and outstanding common shares of MTL (the “MTL Shares”).
The combined company establishes Canada’s leading medical cannabis platform and strengthens Canopy Growth’s broader business through expanded premium flower supply, enhanced operating execution and ability to meet demand in regulated international medical markets, including Europe. Additionally, the integration of a profitable, cash-generating business supports the Company’s objective of achieving positive adjusted EBITDA during fiscal 2027.
“The acquisition of MTL is a defining step forward in strengthening Canopy Growth’s core Canadian business and advancing our path toward sustainable profitability,” said Luc Mongeau, Chief Executive Officer, Canopy Growth. “We have long admired MTL and their approach to cannabis and business, and together we are Canada’s leading medical cannabis company, complemented by a strong and accelerating adult-use platform within the country. Today, we are better positioned to deliver higher-quality products, operate more efficiently, and scale strategically to meet growing demand in international markets.”
“At the heart of this next chapter are our people. We’re thrilled to welcome MTL employees to Canopy Growth. Your talent and dedication make this company exceptional, and we’re excited to move forward together,” continued Mr. Mongeau.
“We’re proud to join Canopy Growth and begin this next phase as one team,” said Richard Clément, Co-Founder and former Chief Cultivation Officer, MTL Cannabis.
“MTL was built on disciplined operations and a relentless focus on quality. With Canopy Growth’s scale and reach, we can continue to bring high-quality product to more medical patients and adult-use consumers in Canada and internationally,” added Mike Perron, Chief Operating Officer, Canopy Growth, and former Chief Executive Officer, MTL Cannabis.
Effective upon closing of the Arrangement, key members of MTL have joined the Canopy Growth leadership team. The combined team, listed below, strengthens operational depth and positions the Company for consistent execution and scalable growth:
- Luc Mongeau, Chief Executive Officer
- Tom Stewart, Chief Financial Officer
- Christelle Gedeon, Chief Business Development & Corporate Affairs Officer
- Michael Perron, Chief Operating Officer
- Chrissy McHardy, Senior Vice President, Human Resources
- Andrew Bevan, Senior Vice President, Medical Sales
- Jürgen Bickel, Managing Director and Co-Founder of Storz & Bickel GMBH
In addition, MTL co-founders Richard Clément and Michel Clément will serve as strategic advisors to the Company, supporting integration and cultivation. With the transaction now complete, Canopy Growth has commenced integration of MTL’s cultivation and post-harvest operations into its supply chain.
Strategic Benefits
Strengthens leadership in Canadian medical cannabis and market share position
MTL’s patient network, Canada House clinics, and ABBA Medix online channel cement Canopy Growth in the #1 market share position by revenue[1] and expands Canopy Growth’s ability serve patients nationwide.
Enhances flower supply for Canadian and international markets
Integrating MTL’s cultivation and post-harvest assets, strengthens access to consistent, high-quality flower to support demand in Canada and international medical markets, including Europe.
Deepens Québec presence and strengthens adult-use positioning
Expands Canopy Growth’s operational footprint in Québec, Canada’s second-largest cannabis market, through MTL’s cultivation facilities and portfolio of high-quality flower and hash products.
Improves competitive positioning across core adult-use categories
MTL’s strong brand portfolio and proven performance in upper-mainstream flower and pre-rolls supports broader distribution, improved shelf presence, and stronger execution across key provinces.
Accretive, cash-generating business enables earnings growth
MTL is a profitable, cash-generating business that operates with strong cost discipline. This transaction is expected to accelerate margin and establishes a path toward EBITDA improvement supporting the Company’s focus on sustainable profitability.
Strengthens operational capabilities through retention of key MTL leadership
Retention of MTL’s leadership, including Mike Perron as Chief Operating Officer, and Richard Clément and Michel Clément in strategic consulting roles, adds deep expertise in cultivation, genetics, and facility operations.
Transaction Details
As a result of the Arrangement, MTL Cannabis has become a wholly-owned subsidiary of Canopy Growth and the MTL Shares are anticipated to be de-listed from the Canadian Securities Exchange (the “CSE”) on or about March 16, 2026.
Pursuant to the Arrangement, the Company has acquired 100% of the issued and outstanding MTL Shares. MTL shareholders are entitled to receive 0.32 of a Canopy Growth common share (each whole share, a “Canopy Growth Share”) and $0.144 in cash in exchange for each MTL Share held immediately prior to closing of the Arrangement.
In aggregate, Canopy Growth issued approximately 41.2 million Canopy Growth Shares and made a cash payment of approximately $18.5 million pursuant to the Arrangement to Odyssey Trust Company in trust for MTL shareholders as consideration for their MTL Shares. In addition, 2,956,391 Canopy Growth Shares were issued under the Arrangement to certain former shareholders (the “MC Shareholders”) of Montreal Cannabis Medical, Inc. (“MC”) in exchange for a release of all prior obligations owing to the former MC Shareholders in connection with MTL’s prior acquisition of MC. The Canopy Growth Shares issued to the MC Shareholders are subject to an 18-month restriction on transfer.
In order to receive Canopy Growth Shares and the cash consideration in exchange for MTL Shares, registered shareholders of MTL Cannabis must complete, sign, date and return the letter of transmittal that was previously mailed by MTL to each MTL shareholder prior to closing. Canopy Growth Shares issued as partial consideration for MTL Shares may be subject to withholdings. The letter of transmittal is also available under MTL’s profile on SEDAR+ at www.sedarplus.ca. MTL shareholders whose MTL Shares were registered in the name of a broker, investment dealer, bank, trust company, trust or other intermediary or nominee should contact such nominee for instructions and assistance in receiving their Canopy Growth Shares and cash consideration.
Further details regarding the Arrangement are set out in the management information circular of MTL Cannabis dated January 15, 2026, a copy of which can be found under MTL Cannabis’ profile on SEDAR+ at www.sedarplus.ca. A copy of the early warning report of Canopy Growth in connection with the acquisition of the MTL Shares will be filed under MTL Cannabis’ profile on SEDAR+ and can be obtained by contacting Canopy Growth at invest@canopygrowth.com.
Advisors and Counsel
Canaccord Genuity Corp. acted as exclusive financial advisor to Canopy Growth. Cassels Brock & Blackwell LLP and Paul Hastings LLP acted as legal counsel to the Company.
Haywood Securities Inc. acted as exclusive financial advisor to the special committee of the board of directors of MTL and provided a fairness opinion to such special committee. Farris LLP acted as legal counsel to MTL Cannabis.
