Full Press Release Details
GROWTH ANNOUNCES RESULTS OF SPECIAL MEETING OF SHAREHOLDERS
FALLS, ONTARIO April 15, 2024 - Canopy Growth Corporation ("Canopy Growth" or the "Company")
(TSX: WEED, Nasdaq: CGC) today announced the voting results from its special meeting of shareholders held on Friday, April 12, 2024
A total of 32,250,578 common
shares of the Company (the "Shares"), representing 35.40% of the issued and outstanding Shares, were voted in connection with
the Meeting by the Company's shareholders and proxyholders.
The sole matter put forward
before the Company's shareholders for consideration and approval, as set out in the Company's definitive proxy statement dated
February 12, 2024 (the "Proxy Statement"), was approved by the requisite number of votes cast at the Meeting, as
further detailed below.
At the Meeting, shareholders
passed a special resolution authorizing an amendment (the "Amendment Proposal") to the Company's articles of incorporation,
as amended (the "Articles"), in order to, among other things: (i) create and authorize the issuance of an unlimited number
of a new class of non-voting and non-participating exchangeable shares in the capital of Canopy Growth (the "Exchangeable Shares").
The Exchangeable Shares will not carry voting rights, rights to receive dividends or other rights upon dissolution of Canopy Growth but
will be convertible into Shares.
The detailed results of the
vote at the Meeting are set out below:
| Votes cast FOR | % Votes FOR | Votes cast AGAINST | % Votes AGAINST | Abstentions | % Abstentions |
| 30,818,252 | 95.56 % | 1,313,601 | 4.07 % | 118,725 | 0.37 % |
MJBiz market forecast of total U.S. cannabis market by 2026. All financial figures in this
press release are in USD unless otherwise specified.
"With this successful
shareholder vote complete, our Canopy USA strategy is advancing and is poised to make Canopy the first and only U.S. listed
cannabis company offering shareholders unique exposure to the rapid growth of the U.S. cannabis market," said David Klein,
Chief Executive Officer of Canopy Growth. "Canopy USA can now move quickly to acquire its U.S. assets in Wana, Jetty,
and Acreage, and we expect Canopy Growth to begin highlighting Canopy USA's financial performance to our shareholders
Added Klein, "Buoyed
by recent comments from the President and the Vice-President, Canopy Growth continues to be cautiously optimistic that cannabis will be
moved to Schedule III in the near-term. Following this, we expect an immediate enhancement to the cashflow of Wana, Jetty, and Acreage
resulting from the removal of the prohibition on business deductions in Section 280 which we expect to help power their growth."
Overview of Canopy USA Strategy
On October 25, 2022,
Canopy Growth previously announced a strategy to accelerate its entry into the U.S. cannabis industry and unleash the value of its full
U.S. cannabis ecosystem through the creation of a new U.S.-domiciled holding company, Canopy USA, LLC ("Canopy USA").
Canopy USA holds the Company's U.S. cannabis investments, which will enable it to exercise rights to acquire Acreage Holdings, Inc.
("Acreage"), Mountain High Products, LLC, Wana Wellness, LLC and The Cima Group, LLC (collectively, "Wana") and
Lemurian, Inc. ("Jetty"). Canopy Growth is expected to deconsolidate the financial results of Canopy USA and
have a non-controlling interest in Canopy USA, which will be accounted for as an equity method (fair value) investment.
Potential benefits of this
Expected Next Steps in
With shareholders of the Company
approving the Amendment Proposal at the Meeting, the following principal steps are expected to be completed:
Growth shareholders may elect to convert all or part of their Shares into non-trading Exchangeable Shares (the "Common Share Conversion
Right") and holders of Exchangeable Shares may elect to convert all or part of their Exchangeable Shares into Common Shares (the
"Exchangeable Share Conversion Right", together with the Common Share Conversion Right, the "Conversion Right").
It is important to note that the Exchangeable Shares will not be publicly tradable on the TSX, or NASDAQ , or on any stock exchange.
The Conversion Right may be exercised by registered holders of Shares and Exchangeable Shares, as applicable, at any time following the
effective time of the creation of the Exchangeable Shares, by completing and signing a notice of conversion. For more information concerning
the Conversion Right, please refer to the press release of the Company dated March 11, 2024 (https://www.canopygrowth.com/investors/news-releases/canopy-growth-announces-details-regarding-converting-into-exchangeable-shares-2/).
complete results on the matter voted on at the Meeting, please consult the Company's Report of Voting Results, which will be filed
on the Company's SEDAR+ profile at www.sedarplus.ca, and the Company's
Form 8-K which will be filed on EDGAR at www.sec.gov/edgar.
About Canopy Growth Corporation
a leading North American cannabis and consumer packaged goods ("CPG") company dedicated to unleashing the power of cannabis
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. Canopy Growth's CPG portfolio features gourmet wellness products by Martha Stewart CBD,
and category defining vaporizer technology made in Germany by Storz & Bickel.
also established a comprehensive ecosystem to realize the opportunities presented by the U.S. THC market through its rights to Acreage,
a vertically integrated multi-state cannabis operator with principal operations in densely populated states across the Northeast, as well
as Wana Brands, a leading cannabis edible brand in North America, and Jetty Extracts, a California-based producer of high-quality
cannabis extracts and pioneer of clean vape technology.
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.
Notice Regarding Forward-Looking
This press release contains
"forward-looking statements" within the meaning of applicable securities laws, which involve certain known and unknown risks
and uncertainties. Forward-looking statements predict or describe our future operations, business plans, business and investment strategies
and the performance of our investments. These forward-looking statements are generally identified by their use of such terms and phrases
as "intend," "goal," "strategy," "estimate," "expect," "project,"
"projections," "forecasts," "plans," "seeks," "anticipates," "potential,"
"proposed," "will," "should," "could," "would," "may," "likely,"
"designed to," "foreseeable future," "believe," "scheduled" and other similar expressions.
Our actual results or outcomes may differ materially from those anticipated. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date the statement was made.
Forward-looking statements
include, but are not limited to, statements with respect to: expectations regarding the Canopy USA THC platform; statements
regarding the expected size of the U.S. cannabis market; statements with respect to our ability to execute on our strategy to accelerate
the Company's entry into the U.S. cannabis industry, capitalize on the opportunity for growth in the U.S. cannabis sector and the
anticipated benefits of such strategy, including the ability to generate revenues and cost synergies; expectations regarding the Company's
ability to deconsolidate the financial results of Canopy USA from the financial results of Canopy Growth; the timing and outcome
of the exercise of rights to acquire Acreage, Wana and Jetty, including the satisfaction or waiver of the closing conditions set out in
the underlying agreements and receipt of all regulatory approvals; the timing and outcome of the CBI Actions; expectations regarding the
Company's future financial reporting, including the timing and contents thereof; expectations regarding the U.S. federal laws and
regulations and any amendments thereto; expectations regarding the potential success of, and the costs and benefits associated with, our
acquisitions, joint ventures, strategic alliances, equity investments and dispositions; our ability to successfully create and launch
brands and further create, launch and scale cannabis-based products; our ability to continue as a going concern; our ability to execute
on our strategy and the anticipated benefits of such strategy; the timing and nature of legislative changes in the U.S. regarding the
regulation of cannabis, including THC; the future performance of our business and operations; and our ability to comply with the listing
requirements of the Nasdaq Stock Market LLC and the Toronto Stock Exchange.
Certain of the forward-looking
statements contained herein concerning the industries in which we conduct our business are based on estimates prepared by us using data
from publicly available governmental sources, market research, industry analysis and on assumptions based on data and knowledge of these
industries, which we believe to be reasonable. However, although generally indicative of relative market positions, market shares and
performance characteristics, such data is inherently imprecise. The industries in which we conduct our business involve risks and uncertainties
that are subject to change based on various factors, which are described further below.
The forward-looking statements
contained herein are based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection,
including, without limitation: (i) management's perceptions of historical trends, current conditions and expected future developments;