CANOPY GROWTH & ACREAGE HOLDINGS AGREE TO MODIFY PLAN OF ARRANGEMENT AS CANOPY GROWTH S U.S. EXPANSION CONTINUES Canopy Growth and Acreage agree to amend plan of arrangement to provide potential additional upside for all

CANOPY GROWTH & ACREAGE HOLDINGS AGREE TO MODIFY PLAN OF ARRANGEMENT AS CANOPY GROWTH S U.S. EXPANSION

Canopy Growth and Acreage agree to amend plan of arrangement to provide potential additional upside for all shareholders

Amended arrangement provides for up-front cash payment to Acreage shareholders and certain convertible security

holders in the aggregate amount of US$37,500,000

Amended arrangement creates two classes of Acreage shares, including a new floating share that provides

upside opportunity for Acreage shareholders that is not tied to fixed exchange ratio

Provides capital for Hemp operations, allowing Acreage to

participate in the burgeoning CBD market

SMITHS FALLS, ON and NEW YORK, NY Canopy Growth Corporation ( Canopy Growth ) (TSX:WEED, NYSE:CGC) and Acreage Holdings, Inc.

( Acreage ) (CSE:ACRG.U, OTCQX: ACRGF, FSE:0VZ), today announced they have entered into an agreement (the New Agreement ) to amend the terms of the arrangement agreement dated April 18, 2019, as amended on May 15,

2019, between Canopy Growth and Acreage (the Arrangement Agreement ).

Pursuant to the Arrangement Agreement, Canopy Growth agreed to acquire

all of the issued and outstanding securities of Acreage pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the Plan of Arrangement ), contingent upon the occurrence of changes in U.S. federal

law to permit the general cultivation, distribution, and possession of marijuana (the Triggering Event ) and subject to the satisfaction or waiver of certain conditions to closing as set out in the Arrangement Agreement.

Acreage and Canopy Growth entered into the New Agreement to better align the terms of the Plan of Arrangement with broader market and economic factors,

provide Acreage shareholders with an initial up-front payment in connection with the modification of Canopy Growth s rights, including the extension of the term, and give Acreage shareholders the ability

to participate in upside potential upon the Triggering Event.

KEY TRANSACTION HIGHLIGHTS & BENEFITS:

The United States is going to be a core market for Canopy Growth and this

New Agreement solidifies our path forward with Acreage, said David Klein, Chief Executive Officer of Canopy Growth. I am excited to bring our relationship with Acreage back to centre stage in our U.S. strategy and look forward to a time

when the laws in the United States permit us to finalize this transaction as we march toward bringing our exciting beverage products to the US.

Table 1. Implied Value of Acreage Stock Upon Trigger Event

TERMS OF THE NEW ARRANGEMENT

Under the terms of the New Agreement, subject to obtaining the requisite approvals as outlined below, the Plan of Arrangement will be amended (the New

Arrangement ) in order to provide for the following:

Following the occurrence of the Triggering Event and subject to the satisfaction

or waiver of the conditions set out in the Arrangement Agreement (as modified by the New Agreement and including the revised covenants contained therein with respect to the business of Acreage), Canopy Growth will acquire all of the issued and

outstanding Fixed Shares of Acreage to form a pre-eminent global cannabis company, which is expected to create long-term value for shareholders. At such time, Canopy Growth will also have the right, but not

the obligation, to acquire all of the issued and outstanding Floating Shares. If the Triggering Event does not occur within 10 years from the date the New Arrangement is implemented, Canopy Growth s rights to acquire both the Fixed Shares and

Floating Shares will terminate.

LEADERSHIP TRANSITION

In connection with the implementation of the New Arrangement, Kevin Murphy has announced today that he is resigning as Chief Executive Officer of Acreage and a

search for his successor will commence immediately. Mr. Murphy will continue to act as Chairman of the board of directors of Acreage (the Acreage Board ) and contribute to the strategic direction of the company. Director Bill Van

Faasen, former Chairman, CEO and President of The Blue Cross Blue Shield of Massachusetts, will serve as Acreage s Interim Chief Executive Officer until a permanent replacement has been identified.

On behalf of the entire Acreage Board, I sincerely thank Kevin for his passion and commitment to building a leading cannabis enterprise across the

United States, said Douglas Maine, Chair of the Acreage Special Committee. Kevin is a visionary entrepreneur and positioned Acreage for success in the U.S. cannabis industry. As we move forward with a renewed commitment by Canopy Growth

and build upon the vision for the U.S., we are optimistic about the long-term growth prospects for our shareholders.

I am excited about this

New Agreement and the creation of a pre-eminent and truly global cannabis company upon the occurrence of the Triggering Event. I believe the eventual federal permissibility of cannabis in the United States is

inevitable and this New Agreement continues to allow our shareholders to become a part of a leading cannabis company following such changes. Moreover, as the largest shareholder of Acreage, I believe this New Arrangement allows all Acreage

shareholders to participate in potential upside to their investments through the fixed exchange component of Canopy Growth stock and importantly the new Floating Shares said Kevin Murphy, Chair of the Acreage Board.

As the cannabis sector in the United

States continues to develop, Acreage will continue to focus its operations on its core profitable markets. In pursuit of growth opportunities in these markets, following the date of the New Agreement, Acreage will be permitted to issue up to

32,700,000 Shares, comprised of up to 12,400,000 Floating Shares (including 3,700,000 Floating Shares for share-based incentive compensation) and up to 20,300,000 Fixed Shares.

In connection with the New Agreement, Canopy

Growth has agreed to loan a wholly owned subsidiary of Acreage ( Acreage Hempco ), up to US$100 million pursuant to a secured debenture (the Debenture ). Canopy Growth will loan Acreage Hempco an initial US$50 million

on and subject to completion of the New Arrangement. The remaining US$50 million will be subject to the satisfaction of certain conditions by Acreage Hempco. The Debenture will bear interest at a rate of 6.1% per annum. The Debenture will

mature 10 years from the date the New Arrangement is implemented or such earlier date in accordance with the terms of the Debenture and all interest payments made pursuant to the Debenture are payable in cash by Acreage Hempco. The Debenture is not

convertible and is not guaranteed by Acreage. The net proceeds are expected to be used by Acreage Hempco for general corporate purposes and the funding of its U.S. hemp division. The funds cannot be used, directly or indirectly, in connection with

or for any cannabis or cannabis-related operations in the United States, unless and until such operations comply with all applicable laws of the United States.

The New Arrangement will require approval by holders of at least 662 3% of

the Existing Shares present in person or represented by proxy, voting together as a single class at a special meeting expected to take place in August 2020 (the Meeting ). Additionally, pursuant to: (i) Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, the New Agreement requires approval by a majority of disinterested holders of the Existing Shares present in person or

represented by proxy at the Meeting; and (ii) OSC Rule 56-501 Restricted Shares ( 56-501 ), minority approval (as such term is

defined therein) is required for the creation and distribution of the Fixed Shares and Floating Shares, which will be considered restricted securities within the meaning of 56-501. Certain

directors and officers of Acreage holding approximately 84.6% of the voting rights attached to the Existing Shares have entered into voting support agreements pursuant to which they have agreed, among other things, to vote in favor of the resolution

to approve the New Arrangement. In addition to shareholder approval, the New Arrangement is subject to applicable approvals by the Supreme Court of British Columbia and the CSE and certain other regulatory and closing conditions. Listing of the

Fixed Shares and Floating Shares will be subject to satisfaction of the CSE s listing requirements.

ACREAGE BOARD RECOMMENDATION

The Acreage Board, on the unanimous recommendation of a special committee of independent directors of Acreage (the Acreage Special Committee ), has

unanimously approved the New Agreement and recommends that Acreage shareholders vote in favour of the resolution to approve the New Arrangement.

connection with making its recommendation to the Acreage Board, the Acreage Special Committee received a fairness opinion from Eight Capital that, as of the date of the opinion, and subject to the assumptions, limitations, and qualifications on

which such opinion is based, the consideration to be received by Acreage shareholders pursuant to the New Arrangement is fair, from a financial point of view, to the Acreage shareholders.

Cassels Brock & Blackwell LLP and Paul

Hastings LLP acted as legal counsel to Canopy Growth. Ernst & Young LLP (EY) acted as tax advisors to Canopy Growth. DLA Piper (Canada) LLP and Cozen O Connor acted as legal counsel to Acreage. Foros acted as financial advisor to the

Acreage Board and Eight Capital acted as financial advisor to the Acreage Special Committee. Wildeboer Dellelce LLP acted as legal counsel to the Acreage Special Committee.

Additional details will be provided to Acreage shareholders in the proxy statement to be mailed to Acreage shareholders in connection with the Meeting.

Here s to Future Growth.

Canopy Growth Contacts:

Vice President, Investor Relations (USA)

Vice President, Investor Relations (Canada)

855-558-9333 ext. 122

Vice President, Investor Relations

Vice President, Communications

About Canopy Growth Corporation

Canopy Growth (TSX:WEED, NYSE:CGC) is a world-leading diversified cannabis, hemp and cannabis device company, offering distinct brands and curated cannabis

varieties in dried, oil and Softgel capsule forms, as well as medical devices through Canopy Growth s subsidiary, Storz & Bickel GMbH & Co. KG. From product and process innovation to market execution, Canopy Growth is driven

by a passion for leadership and a commitment to building a world-class cannabis company one product, site and country at a time. Canopy Growth has operations in over a dozen countries across five continents.

Canopy Growth s medical division, Spectrum Therapeutics, is proudly dedicated to educating healthcare practitioners, conducting robust clinical research,

and furthering the public s understanding of cannabis, and has devoted millions of dollars toward cutting-edge, commercializable research and IP development. Spectrum Therapeutics sells a range of full-spectrum products using its colour-coded

classification Spectrum system as well as single cannabinoid Dronabinol under the brand Bionorica Ethics.

Canopy Growth operates retail stores across

Canada under its award-winning Tweed and Tokyo Smoke banners. Tweed is a globally recognized cannabis brand which has built a large and loyal following by focusing on quality products and meaningful customer relationships.

From our historic public listing on the Toronto Stock Exchange and New York Stock Exchange to our continued international expansion, pride in advancing

shareholder value through leadership is engrained in all we do at Canopy Growth. Canopy Growth has established partnerships with leading sector names including cannabis icons Snoop Dogg and Seth Rogen, breeding legends DNA Genetics and Green House

Seeds, and Fortune 500 alcohol leader Constellation Brands, to name but a few. Canopy Growth operates eleven licensed cannabis production sites with over 10.5 million square feet of production capacity, including over one million square feet of

GMP certified production space. For more information visit www.canopygrowth.com.

About Acreage Holdings, Inc.

Headquartered in New York City, Acreage is a vertically integrated, multi-state operator of cannabis licenses and assets in the U.S.. Acreage is dedicated to

building and scaling operations to create a seamless, consumer-focused branded cannabis experience. Acreage debuted its national retail store brand, The Botanist in 2018 and its award-winning consumer brands, The Botanist and Live Resin Project in

Pursuant to the current Plan of Arrangement, the Acreage articles were amended to provide Canopy Growth with an option to acquire all of the

Existing Shares, with a requirement to do so, upon the occurrence or waiver of the Triggering Event, subject to the satisfaction or waiver of the conditions set out in the Arrangement Agreement. Acreage continues to operate as a stand-alone entity

and conducts its business independently, subject to compliance with certain covenants contained in the Arrangement Agreement. Pursuant to the current Plan of Arrangement, upon the occurrence or waiver of the Triggering Event, Canopy Growth will,

subject to the satisfaction or waiver of certain conditions to closing set out in the Arrangement Agreement, acquire (the Acquisition ) each of the Existing Shares (following the automatic conversion of the Class B proportionate

voting shares and Class C multiple voting shares of Acreage into Existing Shares) in exchange for the payment of 0.5818 of a Canopy Growth Share per Existing Share (subject to adjustment in accordance with the terms of the Arrangement