Canopy Growth Announces $250M ATM

Canopy Growth (NASDAQ:CGC) Corporation (Nasdaq: CGC), a world-leading cannabis company dedicated to unleashing the power of cannabis to improve lives, announced today that the Company has established an at-the-market equity program (the "ATM Program") that allows Canopy Growth to issue and sell up to US$250 million (or its Canadian dollar equivalent) of common shares of the Company ("Common Shares") from treasury from time to time in concurrent public offerings in the United States and Canada. Any Common Shares sold in the ATM Program will be sold in transactions made directly on the Nasdaq or the TSX or on any other available U.S. or Canadian trading market for the Common Shares. The volume and timing of sales under the ATM Program, if any, will be determined in the Company's sole discretion and are subject to customary conditions precedent. The Common Shares will be distributed at market prices prevailing at the time of each sale or at certain other prices and, as a result, prices may vary as between purchasers and during the period of distribution under the ATM Program.

Canopy Growth intends to use the net proceeds from the ATM Program, if any, for investments in businesses and/or to fund any potential future acquisitions and for working capital and general corporate purposes, which may include the repayment of indebtedness, which has been significantly reduced over the prior 18 months.

Sales of Common Shares under the ATM Program will be made pursuant to the terms of an equity distribution agreement dated June 6, 2024 (the "Distribution Agreement") entered into among the Company, BMO Nesbitt Burns Inc., as Canadian agent, and BMO Capital Markets Corp., as U.S. agent (collectively, the "Agents"). The ATM Program will be effective until the earliest of (i) the issuance and sale of all of the Common Shares issuable pursuant to the ATM Program, (ii) the date on which the Company receives notice from a securities regulatory authority that the Canadian Shelf Prospectus and/or Registration Statement (each as defined below) has ceased to be effective, and (iii) July 5, 2026, unless terminated prior to such date by the Company or the Agents in accordance with the terms of the Distribution Agreement.

The offering of Common Shares under the ATM Program is qualified by a prospectus supplement dated June 6, 2024 (the "Canadian Prospectus Supplement") to the Company's Canadian short form base shelf prospectus dated June 5, 2024 (the "Canadian Shelf Prospectus"), each filed with the securities commissions in each of the provinces and territories of Canada, and pursuant to a prospectus supplement dated June 6, 2024 (the "U.S. Prospectus Supplement") to the Company's U.S. base prospectus dated June 5, 2024 (the "U.S. Base Prospectus") included in its registration statement on Form S-3ASR (the "Registration Statement") filed with the U.S. Securities and Exchange Commission (the "SEC"). The Distribution Agreement, Canadian Prospectus Supplement and Canadian Shelf Prospectus are available on the SEDAR+ website at www.sedarplus.com, and the U.S. Prospectus Supplement, the U.S. Base Prospectus and the Registration Statement are available on EDGAR on the SEC's website at www.sec.gov. Alternatively, these documents may be requested from the Agents by contacting, (i) in Canada: BMO Nesbitt Burns Inc. by mail at Brampton Distribution Centre, 9195 Torbram Road, Brampton, Ontario, L6S 6H2, attn: The Data Group of Companies, by email at torbramwarehouse@datagroup.ca or by telephone at 905-791-3151 ext. 4312; and (ii) in the United States: BMO Capital Markets Corp. by mail at 151 W 42nd Street, 32nd Floor, New York, NY 10036, attn: Equity Syndicate Department, by email at bmoprospectus@bmo.com, or by telephone at 800-414-3627.

No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the Common Shares, nor shall there be any sale of the Common Shares in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Canopy Growth

Canopy Growth is a world leading cannabis company dedicated to unleashing the power of cannabis to improve lives.

Through an unwavering commitment to our consumers, Canopy Growth delivers innovative products with a focus on premium and mainstream cannabis brands including Doja, 7ACRES, Tweed, and Deep Space, in addition to category defining vaporizer technology made in Germany by Storz & Bickel.

Canopy Growth has also established a comprehensive ecosystem to realize the opportunities presented by the U.S. THC market through an unconsolidated, non-controlling interest in Canopy USA, which owns and operates Jetty Extracts, a California-based producer of high- quality cannabis extracts and pioneer of clean vape technology, in addition to holding rights for Wana Brands, a leading North American edibles brand, as well as Acreage Holdings, Inc., a vertically integrated multi-state cannabis operator with principal operations in densely populated states across the Northeast and Midwest.

Beyond its world-class products, Canopy Growth is leading the industry forward through a commitment to social equity, responsible use, and community reinvestment – pioneering a future where cannabis is understood and welcomed for its potential to help achieve greater well-being and life enhancement.

For more information visit www.canopygrowth.com.

Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking statements and information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements or information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information contained in this news release. Examples of such statements and uncertainties include statements with respect to the offer and sale of Common Shares under the ATM Program, including the timing and amounts thereof, and the use of any proceeds from the ATM Program.

Risks, uncertainties and other factors involved with forward-looking information or statements could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information, including negative operating cash flow; uncertainty of additional financing; use of proceeds; volatility in the price of the Common Shares; expectations regarding future investment, growth and expansion of operations; regulatory and licensing risks; changes in general economic, business and political conditions, including changes in the financial and stock markets and the impacts of increased rates of inflation; legal and regulatory risks inherent in the cannabis industry, including the global regulatory landscape and enforcement related to cannabis; additional dilution; political risks and risks relating to regulatory change; risks relating to anti-money laundering laws; compliance with extensive government regulation and the interpretation of various laws regulations and policies; public opinion and perception of the cannabis industry; and such other risks contained in the public filings of the Company filed with Canadian securities regulators and available under the Company's profile on SEDAR+ at www.sedarplus.com and with the SEC through EDGAR at www.sec.gov/edgar, including under the heading "Risk Factors" in the Company's annual report on Form 10-K for the year ended March 31, 2024, and the Canadian Prospectus Supplement, Canadian Shelf Prospectus, U.S. Prospectus Supplement and U.S. Base Prospectus.

In respect of the forward-looking statements and information, the Company has provided such statements and information in reliance on certain assumptions that they believe are reasonable at this time. Although the Company believes that the assumptions and factors used in preparing the forward-looking information or forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information or statements and no assurance can be given that such events will occur in the disclosed time frames or at all. Should one or more of the foregoing risks or uncertainties materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The forward-looking information and forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake any obligation to publicly update such forward-looking information or forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities laws.

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SOURCE Canopy Growth Corporation