Canopy Growth Announces Plan to Acquire Wana Brands, the #1 Cannabis Edibles Brand in North America Transaction Strengthens Canopy Growth s U.S. Ecosystem and Increases U.S. Cannabis Market Exposure Upon Federal Permissi

Canopy Growth Announces Plan to Acquire Wana Brands, the #1 Cannabis Edibles Brand in North America

Transaction Strengthens Canopy Growth s U.S. Ecosystem and Increases U.S. Cannabis Market Exposure Upon Federal Permissibility

Smiths Falls, Ontario, Canada & Boulder, Colorado, USA (Thursday, October 14, 2021) - Canopy Growth

Corporation ( Canopy Growth or the Company ) (TSX: WEED, NASDAQ: CGC) and Mountain High Products, LLC, Wana Wellness, LLC and The Cima Group, LLC (collectively, Wana and each, a Wana Entity ) are pleased

to announce that they have entered into definitive agreements (the Agreements ) providing Canopy Growth with the right, upon federal permissibility of THC in the U.S., to acquire 100% of the outstanding membership interests of Wana, the

#1 cannabis edibles brand in North America by market share.

Wana manufactures and sells gummies in the U.S. state of Colorado and licenses its

intellectual property to partners, who manufacture, distribute, and sell Wana-branded gummies across the U.S., including California, Arizona, Illinois, Michigan, and Florida giving Wana a total footprint of 12 U.S. states currently, and across

Canada. Wana expects to have license agreements in place in more than 20 U.S. states, including in future adult-use markets in New York and New Jersey, prior to the end of calendar 2022.

As we establish Canopy Growth as the world s leading cannabis company, acquiring the #1 cannabis edibles brand in North America will serve to

strengthen our market position in both Canada and the United States, said David Klein, CEO, Canopy Growth. The right to acquire Wana secures another major, direct pathway into the U.S. THC market upon federal permissibility, and in

Canada we ll be adding the top-ranked cannabinoid gummies to our industry-leading house of brands. We re confident in the future growth of the edibles category and the tremendous opportunities with

Today s announcement reflects the culmination of more than a decade of hard work, dedication and vision put forth by our employees

and partners, as well as an unwavering commitment to the plant and -our customers, said Nancy Whiteman, CEO and Cofounder of Wana Brands. We have long considered what the next phase of our growth

might look like, and this deal is not only a great testament to our focus on bottom line growth and fiscal diligence, but also to the value we believe Wana can bring to Canopy and its shareholders now and in the future. We have met many partners

along the way over the past 11 years, but none have felt like the best and right fit until today. We are incredibly humbled and honored to be part of what Canopy Growth is building in terms of the future of this industry.

The Agreements are structured as

three separate option agreements whereby Canopy Growth has a call option to acquire 100% of the membership interests in each Wana Entity. As consideration for entering into the Agreements, Canopy Growth will make an upfront cash payment (the

Upfront Payment ) in the aggregate amount of USD $297.5 million.

Upon exercise of the right to acquire each Wana Entity, Canopy Growth

will make a payment equal to 15% of the fair market value of such Wana Entity at the time the option is exercised (the Call Option Payments ). As additional consideration for the right to acquire each Wana Entity, Canopy Growth may make

additional deferred payments (the Deferred Payments ) in respect to each Wana Entity as of the 2.5 and 5-year anniversary of the Upfront Payment, less certain deductions. At the option of Canopy

Growth, the Call Option Payments and the Deferred Payments may be satisfied in cash, shares or a combination thereof at the Company s sole discretion.

Until such time as Canopy Growth exercises its right to acquire each Wana Entity, Canopy Growth will have no economic or voting interest in Wana, Canopy

Growth will not control Wana, and the Company and Wana will continue to operate independently.

Cassels Brock & Blackwell LLP is acting as Canadian legal counsel to Canopy Growth. Paul Hastings LLP is acting as U.S. legal counsel to Canopy

Growth. Bryan Cave Leighton Paisner LLP is acting as legal counsel to Wana ownership.

Canopy Growth (TSX:WEED, NASDAQ:CGC) is a world-leading diversified cannabis and cannabinoid-based consumer product company, driven by a passion to improve

lives, end prohibition, and strengthen communities by unleashing the full potential of cannabis. Leveraging consumer insights and innovation, we offer product varieties in high-quality dried flower, oil, softgel capsule, infused beverage, edible,

and topical formats, as well as vaporizer devices by Canopy Growth and industry-leader Storz & Bickel. Our global medical brand, Spectrum Therapeutics, sells a range of full-spectrum products using its colour-coded classification system and

is a market leader in both Canada and Germany. Through our award-winning Tweed and Tokyo Smoke banners, we reach our adult-use consumers and have built a loyal following by focusing on top quality products and

meaningful customer relationships. Canopy Growth has entered into the health and wellness consumer space in key markets including Canada, the United States, and Europe through BioSteel sports nutrition, and This Works skin and sleep solutions; and

has introduced additional hemp derived CBD products to the United States through our First & Free and Martha Stewart CBD brands. Canopy Growth has an established partnership with Fortune 500 alcohol leader Constellation Brands. For more

information visit www.canopygrowth.com.

Included in the 2020 Inc. 5000 list at #2,074 and boasting a three-year growth rate of 203%, Wana Brands is the No. 1 edibles brand in North

America. Wana leads the industry in quality, consistency and potency, providing a range of different options that enable customers to select the specific cannabis experience they want. Wana products offer diverse product forms, a wide range of

CBD/THC ratios, as well as a variety of different dosages, onset times and duration of effects. Wana products are available in 12 US states and 9 Canadian provinces, among others imminently coming online. For more information or to subscribe to

Wana s e-newsletter, visit www.wanabrands.com. Follow Wana on LinkedIn, Twitter, YouTube and Instagram Subscribe to Wana s Enhance Your Life Podcast.

Director, Communications

Vice President, Investor Relations

Director, Investor Relations

Notice Regarding Forward-Looking Information

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 include statements with respect to future license agreements with respect to Wana s IP in additional markets and the timing

thereof, the anticipated benefits of the transaction and the timing of the Upfront Payment.

Risks, uncertainties and other factors

involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information, including the timeline for federal

permissibility in the United States, the integration of the businesses and the ability to achieve the anticipated synergies contemplated by the transaction; inherent uncertainty associated with projections; the diversion of management time on

transaction-related issues; 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; risks related to infectious diseases, including the impacts of the Covid-19 pandemic; legal and regulatory risks inherent in the cannabis industry, including the global regulatory landscape and

enforcement related to cannabis, 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.sedar.com and

with the United States Securities and Exchange Commission through EDGAR at www.sec.gov/edgar, including the Company s annual report on Form 10-K for the year ended March 31, 2021.

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 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 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 information to reflect new information, subsequent events or

otherwise unless required by applicable securities laws.