Canopy Growth Corporation · TSX:WEED
Canopy Growth — Merger or Acquisition (December 2025)
14 slides from Canopy Growth's merger presentation, Dec 15, 2025
Slide 1: Canopy Growth to Acquire MTL Cannabis
Canopy Growth to Acquire MTL Cannabis Expected to Create Canada’s Leading Medical Cannabis Business and Enhance Capacity to Serve Growing International Demand December 15, 2025
Slide 2: Disclaimers and Cautionary Statements: Forward-Looking Information (1/2)
DISCLAIMERS AND CAUTIONARY STATEMENTS Forward-Looking Information (1/2) Unless otherwise noted or the context indicates otherwise, references in this presentation (this “Presentation”) to the “Company” or “Canopy Growth,” refer to Canopy Growth Corporation and its direct and indirect wholly-owned su
Slide 3: Disclaimers and Cautionary Statements: Forward-Looking Information (2/2)
DISCLAIMERS AND CAUTIONARY STATEMENTS Forward-Looking Information (2/2) additional dilution; political risks and risks relating to regulatory change, including with respect to reimbursement rates in the medical cannabis market; risks relating to anti- money laundering laws; compliance with extensive
Slide 4: Strategic Rationale
Strategic Rationale Expected to create Canada’s leading medical cannabis business Harnesses MTL’s cultivation capabilities to expand flower supply for global markets Strengthens Canopy Growth’s presence in Quebec, Canada’s second-largest cannabis market Enhances Canopy Growth’s position in key Canad
Slide 5: MTL Cannabis: A High-Quality Acquisition
MTL Cannabis: A High-Quality Acquisition • Cannabis Expertise - Proven cultivator of craft quality cannabis flower at commercial scale • Québec Presence – Robust operational and brand/product footprint in Quebec • Award-Winning Brand -Brand of the Year at the 2024 Grow Up Conference , 1 Recognized a
Slide 6: Transaction Summary
Transaction SUMMARY ❖Canopy Growth to acquire all of the issued and outstanding shares of MTL Cannabis by way of a court approved Plan of Arrangement ❖MTL Shareholders will receive consideration for each MTL Share equal to: (i) 0.32 of a common share of Canopy Growth; and (ii) $0.144 in cash. Transa
Slide 7: Transaction Structure and Support
Transaction STRUCTURE AND SUPPORT Valuation Detail ❖Total consideration is approximately $125 million for MTL Shares on a fully-diluted equity basis and approximately $179 million Enterprise Value ❖Requires approval of at least two-thirds of the votes cast by MTL Cannabis shareholders + ❖Simple majo
Slide 8: Canadian Medical Cannabis Market Leadership
Canadian medical cannabis Market Leadership • Canopy Growth and MTL have complementary patient networks • MTL’s strategically located clinics under the Canada House brand, and established online medical channel, Abba Medix, expands Canopy Growth’s ability to reach and support patients nationwide • W
Slide 9: Leveraging MTL's production assets to bolster flower supply
Leveraging MTL’s production assets to bolster flower supply • Canopy Growth will leverage MTL’s cultivation expertise within its supply chain to further enhance excellence in flower quality • Increase in high-quality flower supply is expected to enhance the Company’s ability to meet growing demand i
Slide 10: Strengthens Canopy Growth's presence in Quebec, opportunity to expand national distribution
Strengthens Canopy Growth’s presence in Quebec, opportunity to expand national distribution of MTL’s product portfolio MTL’s Quebec Presence Canopy’s commercial Brands strength expected to fuel growth in MTL’s brands across Canada Cultivation / Production Facilities Canopy Growth MTL Cannabis DOJA F
Slide 11: Complementary Brand Portfolio
Complementary Brand Portfolio Denotes MTL PRE-ROLLS VAPES EDIBLES EDIBLE EXTRACTS/ Brand FLOWER CONCENTRATES PREMIUM UPPER 1 1 1 MAINSTREAM LOWER MAINSTREAM VALUE 1. Québec—only brand 11
Slide 12: Expected to support Canopy Growth's goal of achieving positive adjusted EBITDA
expected to support Canopy Growth’s goal of achieving positive adjusted EBITDA Canopy Growth FY2026 MTL Profitable Expense Reductions Business (TTM) Synergies Expected $84 million Net Revenue6 $20+ million $10 million annualized savings 51% Expected run-rate Gross Margin before fair synergies on an
Slide 13: Strengthen Canopy Growth's leadership capabilities through retention of key MTL management
Strengthen Canopy Growth’s leadership capabilities through retention of key MTL management • Retention of core members of MTL’s leadership team will provide robust experience in cultivation and operations • New perspectives will enhance Canopy Growth’s existing capabilities and reinforce operational
Slide 14: Thank You
THANK YOU 14
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