Canopy Growth and Acreage Holdings Announce Filing of Management Information Circulars Related to Canopy's Plan to Acquire Acreage Canopy Growth's brands, technology and know-how is anticipated to provide Acreage with a

Canopy Growth and Acreage Holdings Announce

Filing of Management Information Circulars Related to Canopy's Plan to Acquire Acreage

Canopy Growth's brands, technology and know-how is anticipated

to provide Acreage with a significant and immediate advantage in an increasingly competitive U.S. market and fuel Acreage's growth.

Acreage shareholders to receive immediate upfront cash

consideration, on an as-converted to Subordinate Voting Share basis, of approximately US$2.51 - $2.63 per share upon the initial

implementation of the Transaction. On completion of the Transaction, each Acreage share will be converted into 0.5818 of a common

share of Canopy Growth, subject to any required adjustments. This represents a premium of approximately 40% over the 30-day volume

weighted average trading price of the Subordinate Voting Shares on the CSE ended April 17, 2019 (based on estimated cash option

premium of US$2.55 per Subordinate Voting Share on an as-converted basis, as at the time the Arrangement Agreement was entered

Acreage shareholders will benefit from Acreage's ability

to achieve its growth strategy with reduced cost of capital based on Canopy Growth affiliation.

Canopy Growth shareholders will benefit from accelerated

and turnkey access to the U.S. cannabis market upon the closing, following the Triggering Event.

Management of both firms believe they will create greater

shareholder value together than as competitors in the U.S.

SMITHS FALLS, ON and NEW YORK, May 23, 2019

/CNW/ - Canopy Growth Corporation ("Canopy Growth") (TSX: WEED) (NYSE: CGC) and Acreage Holdings, Inc. ("Acreage")

(CSE: ACRG.U) (OTC: ACRGF) (FSE: 0ZV) (together, the "Companies") are pleased to announce that they have filed

their respective management information circulars and related voting materials in relation to the previously announced proposed

acquisition of Acreage by Canopy Growth (the "Transaction"), pursuant to a court approved arrangement under

the Business Corporations Act (British Columbia) (the "Arrangement").

Completion of the Transaction is contingent

on the occurrence or waiver of changes in U.S federal law to permit the general cultivation, distribution, and possession of marijuana

or to remove the regulation of such activities from the federal Laws of the United States (the "Triggering Event").

Canopy Growth is permitted to waive the Triggering Event and intends to do so as soon as the policies of the New York Stock Exchange

("NYSE") and/or the Toronto Stock Exchange ("TSX") permit completion of the acquisition, provided

that completion would not violate any third-party agreements, including those entered into by Canopy Growth with Constellation

The respective special meetings of shareholders

of Canopy Growth and Acreage to approve various resolutions in connection with the Transaction are each scheduled to be held on

The resolution adopting the Arrangement (the

"Arrangement Resolution") must be approved by at least 66 % of the votes cast by the holders of Acreage

shares, voting together as a single class. In addition, the Arrangement Resolution is subject to approval by a simple

majority (the "Minority Approval") of the votes cast by the holders of Class A subordinate voting shares

(the "Subordinate Voting Shares") and Class B proportionate voting shares (the "Proportionate Voting Shares"),

voting together as a single class, excluding the votes in respect of Acreage Shares which are owned, held, controlled or directed

by Kevin Murphy, Chief Executive Officer of Acreage.

The Companies believe that the Transaction

will deliver significant benefits that will help accelerate the growth of Acreage across the United States powered by the expertise

of the world's leading cannabis company. In turn, Canopy Growth shareholders will benefit from a national turnkey platform in the

The aggregate consideration payable pursuant

to the Arrangement will vary depending upon the trading price of the common shares of Canopy Growth. A range of potential transaction

values is set out in the following table:

For Canopy Growth, the transaction presents

a clear path to enter the U.S. market with a company that already delivers national scale, as well as a management and operations

team led by a group of seasoned executives that deliver expertise and has driven the vision and execution of Acreage's impressive

national footprint of licensed and managed assets.

The boards of directors of both Canopy Growth

and Acreage unanimously support the Transaction and, other than directors who abstained from voting on the Transaction, each recommend

that their respective shareholders vote FOR the various resolutions at the respective special meetings of shareholders of Canopy

The Canopy Growth and Acreage management information

circulars outline the benefits for each set of respective shareholders and the risks related thereto and provide details about

the Transaction, including details on how shareholders can vote their Canopy Growth and Acreage Shares, as applicable. The management

information circulars will be mailed to shareholders and are available on Canopy Growth's and Acreage's respective issuer profiles

on SEDAR at www.sedar.com.

Benefits to Acreage Shareholders

If the Arrangement is implemented, Acreage

shareholders will receive a significant upfront cash payment of approximately US$2.51 - US$2.63 per Subordinate Voting Share (with

holders of other classes of Acreage Shares being entitled to an amount determined on an as-converted to Subordinate Voting Share

basis) and are expected to benefit from accelerated expansion, improved scale, and a stronger market position in the U.S. In

an industry poised for rapid growth, Acreage believes benefits will accrue to those who are prepared to move first. The opportunity

to combine efforts with the industry's largest and best-capitalized global player enables Acreage to deliver both immediate value

to shareholders as well as long-term benefits alongside Canopy Growth.

Upon completion of the Transaction, all outstanding

Acreage shares will be converted to Subordinate Voting Shares and Acreage shareholders will receive 0.5818 of a common share of

Canopy Growth for every Subordinate Voting Share held, subject to adjustment in certain circumstances as detailed in Acreage's

management information circular. This is anticipated to enable Acreage shareholders to participate in the future growth of

Canopy Growth both during the interim period prior to the completion of the Transaction as well as following the completion of

Reasons to vote in favor of the Arrangement

1 + 1 = Global leadership: Joining forces today provides

for a strategic advantage greater than either company could build alone. If completed, the Transaction is expected to result

in the integration of Acreage, a premier U.S. cannabis company, with Canopy Growth, a leading international cannabis company with

a global portfolio. Acreage and Canopy Growth's aligned strategic vision and operating philosophy, as well as complementary assets,

distribution networks, products and capabilities, is anticipated to create a pre-eminent cannabis company across all significant

regulated jurisdictions.

Provides an attractive premium to shareholders. Acreage

shareholders are expected to receive cash consideration, on an as-converted to Subordinate Voting Share basis, of approximately

US$2.51 - $2.63 per Subordinate Voting Share upon the initial implementation of the Transaction. On completion of the Transaction,

each Acreage share will be exchanged for 0.5818 of a common share of Canopy Growth, subject to any required adjustments. This represents

a premium of approximately 40% over the 30-day volume weighted average trading price of the Subordinate Voting Shares on the CSE

ended April 17, 2019 based on the 30-day volume weighted average trading price of the Canopy Growth shares on the NYSE on April

17, 2019 (based on cash consideration of US$2.55 per Subordinate Voting Share on an as-converted basis, as at the time the Arrangement

Agreement was entered into).

Access to industry-leading brand and intellectual

property. Acreage and its affiliates will benefit from a license agreement that provides access to Canopy Growth's

operational expertise, trademarks, logos, and intellectual property.

Minimizes Acreage's execution risk and crystallizes

value. Shareholders will be entitled to receive a specified number of Canopy Growth shares for each Acreage share held

at the time of the acquisition, minimizing Acreage execution risk going forward and linking the value of Acreage shares to Canopy

Growth shares. Given the increasingly competitive nature of the U.S. cannabis market, as well as the inherent uncertainty of a

fast growing and evolving industry, this substantially mitigates these uncertainties and risks resulting therefrom.

Bolsters Acreage's ability to continue to aggressively

pursue growth plans. Acreage can issue up to 58 million Subordinate Voting Shares, that, if the Canopy Growth Call Option

(as defined in the Acreage management information circular) is exercised, will become future Canopy Growth shares, which is expected

to further accelerate Acreage's ability to fund organic and rapid expansion using Acreage shares.

Increased liquidity for shareholders.

Upon completion of the Transaction, Acreage shareholders will receive Canopy Growth shares, which are currently listed for

trading on the TSX and the NYSE, which is anticipated to provide greater liquidity given the higher daily trading volumes.