Canopy Growth and Acreage Confirm Canopy USA's Completed Acquisition of Acreage Canopy USA is now positioned to consolidate operations across its three business units - Wana, Jetty, and Acreage - realizing synergies, cos

Canopy Growth and Acreage Confirm Canopy USA's

Completed Acquisition of Acreage

Canopy USA is now positioned to consolidate

operations across its three business units - Wana, Jetty, and Acreage - realizing synergies, cost savings, and supporting

growth in state-legal markets across the U.S.

Through coverage of key market segments including

flower via Superflux, vape and concentrates via Jetty, edibles and beverages via Wana, and retail through The Botanist, Canopy USA is

well positioned to accelerate growth with an emphasis on the Midwestern and Northeastern U.S. markets

FALLS, ON, AND NEW YORK, NY December 9, 2024 - Canopy Growth Corporation ("Canopy Growth") (TSX: WEED)

(NASDAQ: CGC) and Acreage Holdings, Inc. ("Acreage") (CSE: ACRG.A.U, ACRG.B.U)(OTCQX: ACRHF, ACRDF) today confirmed

that Canopy USA, LLC ("Canopy USA") has completed its acquisition (the "Acreage Acquisition") of Acreage.

Canopy USA now owns 100% of the issued and outstanding shares of Acreage.

Together with the completed acquisition of 100%

of Wana Wellness, LLC, The CIMA Group, LLC and Mountain High Products, LLC (collectively, "Wana"), as announced on

October 9, 2024, and approximately 77% of the shares of Lemurian, Inc. ("Jetty") as announced on June 4,

2024, Canopy USA is fulfilling its ambition of establishing a leading brand-focused cannabis company in the U.S.

"Completing the acquisition of Acreage marks

the final step in establishing Canopy USA as a unified platform which we believe offers significant upside as the Canopy USA portfolio

of brands can now capitalize on the rapidly expanding U.S. cannabis market, independent of the need for federal legalization," said

David Klein, CEO, Canopy Growth and member of the Board of Managers of Canopy USA. "With a vertically integrated presence across

key U.S. states in the Midwest and Northeast, as well as licensing agreements which support asset-light operations in state-legal markets

nationally, Canopy USA is well positioned to demonstrate efficient growth ahead."

"Together with Wana and Jetty, two highly

respected cannabis brands in the U.S., Acreage has an incredible opportunity to drive combined growth and innovation under Canopy USA,"

said Dennis Curran, CEO, Acreage. "With Acreage's product portfolio, established retail presence, and production capabilities

across the Midwest and Northeast, this integration positions Acreage to expand its reach, better serve its customers, and deliver meaningful

value to the market. It is exciting to see the opportunities ahead and the shared vision under Canopy USA."

The completed acquisitions of Acreage and Wana,

and approximately 77% of the shares of Jetty, are expected to enable Canopy USA to realize anticipated financial benefits, including revenue

growth and cost synergies, marketing efficiencies, and joint sales advantages across key cannabis product categories such as vapes, edibles,

Overview of Canopy USA Strategy

In connection with the (i) arrangement agreement

dated April 18, 2019, as amended between Canopy Growth and Acreage and the amended and restated plan of arrangement in connection

therewith (the "Fixed Share Arrangement"); and (ii) arrangement agreement dated October 24, 2022, as amended,

among Canopy Growth, Acreage and Canopy USA, Canopy USA acquired all of the issued and outstanding Class D subordinate voting shares

of Acreage (the "Acreage Floating Shares") on the terms and conditions set forth in the plan of arrangement in connection

therewith (the "Floating Share Acquisition"). Immediately following the completion of the Floating Share Acquisition,

Canopy USA acquired (the "Fixed Share Acquisition") all of the issued and outstanding Class E subordinate voting

shares of Acreage (the "Acreage Fixed Shares"). As a result of these transactions Canopy USA acquired 100% of the issued

and outstanding shares of Acreage. Immediately prior to the completion of the Acreage Acquisition, Canopy USA did not own any shares of

accordance with the Floating Share Acquisition, registered holders of Acreage Floating Shares received 0.045 of a common share of Canopy

Growth (each whole share, a "Canopy Share") for each Acreage Floating Share held by such holder of Acreage Floating

Shares. In connection with the Fixed Share Acquisition, each of the outstanding Acreage Fixed Shares was exchanged for a fraction of a

Canopy Share per Acreage Fixed Share, as adjusted pursuant to the terms and conditions set forth in the Fixed Share Arrangement.

In aggregate, Canopy Growth issued approximately 5.89 million Canopy Shares (with a value equal to approximately US$21.2 million) to former

Acreage shareholders, as well as approximately 306,000 Canopy Shares issuable in connection with Canopy USA's acquisition of the

minority interests of certain subsidiaries of Acreage.

1 MJBiz market forecast of total US cannabis market by

2026, in USD currency.

As previously disclosed, Canopy Growth agreed

to make a payment with a value of approximately US$19.5 million in Canopy Shares (the "Bonus Payment Canopy Shares")

to an eligible participant pursuant to the existing tax receivable bonus plans of a subsidiary of Acreage (as amended, the "Bonus

Plans"). Immediately prior to closing the Floating Share Acquisition, Canopy Growth satisfied this payment by issuing the Bonus

Payment Canopy Shares at a deemed price of US$3.82 per Bonus Payment Canopy Share (being the volume weighted average trading price of

the Canopy Shares on the Nasdaq during the 10 consecutive trading days ending on the second trading day prior to the closing date

of the Acreage Acquisition) to a participant under the Bonus Plans. Canopy Growth has also agreed to register the resale of the Bonus

Payment Canopy Shares under the Securities Act of 1933, as amended.

Immediately following the closing of the Acreage

Acquisition, Canopy Growth issued 1,315,553 Canopy Shares (at a price equal to the closing price of the Canopy Shares on the Nasdaq

immediately prior to the closing date of the Acreage Acquisition less a 7.5% discount) and 1,197,658 common share purchase warrants (each,

a "Warrant") to certain securityholders of Acreage (the "Holders") in order to satisfy an outstanding

put liability. Each Warrant entitles the holder to acquire one Canopy Share at an exercise price equal to the volume weighted average

trading price of the Canopy Shares on the Nasdaq during the five consecutive trading days immediately prior to the closing date of

the Acreage Acquisition until June 6, 2029. Canopy Growth has agreed to provide the Holders with customary registration rights.

Acreage will apply to cease to be a reporting

issuer in Canada and the Acreage shares are expected to be delisted from the Canadian Securities Exchange on or around December 9,

2024, which is expected to generate significant savings to Acreage and Canopy USA in respect of public company reporting costs.

Full details of the Acreage Acquisition are set

out in the proxy statement and management information circular of Acreage dated August 17, 2020 and the proxy statement and management

information circular of Acreage dated February 14, 2023 (the "Proxy Statement"), copies of which can be found

under Acreage's profile on SEDAR+ at www.sedarplus.ca. A copy of the early warning report of Canopy USA in connection with the Acreage

Acquisition will be filed under Acreage's profile on SEDAR+ and can be obtained by contacting Corey Sheahan, Executive Vice President,

General Counsel and Secretary at (646) 600-9181 or at Canopy USA's head office located at 501 South Cherry St., Denver, CO 80246.

letter of transmittal with respect to the Fixed Share Acquisition and the Floating Share Acquisition has been mailed to registered

Acreage shareholders. The letters of transmittal have been filed by Acreage under Acreage's profile on SEDAR+ at www.sedarplus.ca and with the U.S. Securities and Exchange Commission through EDGAR at www.sec.gov/edgar.

All registered Acreage shareholders with physical

certificate(s) are required to send their certificate(s) representing their Acreage Fixed Shares and/or Acreage Floating Shares

with a completed letter of transmittal to Canopy Growth's transfer agent, Odyssey Trust Company ("Odyssey"),

in accordance with the instructions provided in the applicable letter of transmittal. Acreage shareholders who hold their Acreage Fixed

Shares and/or Acreage Floating Shares through a broker or other intermediary and do not have Acreage shares registered in their name do

not need to complete the applicable letter(s) of transmittal. Such shareholders of Acreage should contact their broker or other intermediary.

All registered Acreage shareholders with DRS statement(s) representing their Acreage Floating Shares will automatically be sent DRS

statement(s) representing their Canopy Shares by Odyssey without needing to complete a letter of transmittal.

a result of the labour dispute at Canada Post, registered Acreage shareholders are encouraged to contact Odyssey with any questions by

email at shareholders@odysseytrust.com in the event that registered Acreage shareholders have not received copies of their

DRS statement(s) or certificate(s) representing their Canopy Shares following the closing of the Acreage Acquisition and completion

and delivery of their letter of transmittal to Odyssey.

Advisors and Counsel

Cassels Brock & Blackwell LLP and Paul

Hastings LLP acted as Canadian and U.S. legal counsel, respectively, to Canopy Growth. Greenhill & Co. Canada Ltd. acted as financial

advisors to Canopy Growth.

DLA Piper (Canada) LLP and Cozen O'Connor

acted as Canadian and U.S. legal counsel, respectively, to Acreage. Canaccord Genuity Corp. and Eight Capital acted as financial advisors

Canopy Growth Contact Details:

Vice President, Communications

Director, Investor Relations

Canopy Growth is a world leading cannabis company

dedicated to unleashing the power of cannabis to improve lives.