Canopy Growth (WEED) M&A presentation summary

Strategic rationale

• Acquisition expected to create Canada's leading medical cannabis business and accelerate path to positive adjusted EBITDA.

• Expands flower supply for global markets by leveraging MTL's cultivation capabilities.

• Strengthens presence in Quebec and enhances position in key Canadian adult-use categories.

• Retention of MTL management bolsters leadership strength.

• MTL shareholders receive a premium, enhanced liquidity, and greater exposure to global markets.

Transaction summary and structure

• Canopy Growth to acquire all MTL Cannabis shares via a court-approved plan of arrangement.

• MTL shareholders receive 0.32 Canopy Growth shares and $0.144 in cash per MTL share, implying a $0.91 value per share and a 45% premium.

• Total consideration is approximately $125 million equity value and $179 million enterprise value.

• Requires two-thirds MTL shareholder approval; 75% of shares already committed to vote in favor.

• Closing expected by end of February 2026, with most new shares subject to a one-year lock-up.

MTL Cannabis profile and financials

• Proven cultivator of craft-quality cannabis at commercial scale with strong Quebec presence.

• Awarded Brand of the Year at the 2024 Grow Up Conference and recognized as #1 budtender-recommended brand.

• Delivered $84 million net revenue, 51% gross margin, and $11 million operating cash flow in TTM ended September 30, 2025.