Canopy Growth Announces Upsized US$35 Million Private Placement

Canopy Growth Announces Upsized US$35 Million

SMITHS FALLS, ON. January 18, 2024 -- Canopy

Growth Corporation ("Canopy Growth" or the "Company") (TSX: WEED) (Nasdaq: CGC), today announced

that it has entered into subscription agreements (the "Subscription Agreements"), dated as of January 18, 2024,

with certain institutional investors (the "Investors") in a private placement offering (the "Offering")

of 8,158,510 units ("Units") at a price per Unit of US$4.29 for aggregate gross proceeds of approximately US$35 million.

The purpose of the Offering is to provide the

Company with additional liquidity to further strengthen Canopy Growth's financial position. Proceeds are expected to be used to

pay down debt, which is consistent with the Company's strategy for overall debt reduction, as well as for working capital and other

general corporate purposes.

Each Unit will be comprised of (a) one common

share of the Company (a "Common Share") and (b)(i) one Series A Common Share purchase warrant (a "Series A

Warrant") or (ii) one Series B Common Share purchase warrant (a "Series B Warrant" and, together

with the Series A Warrants, the "Warrants"). Each Warrant will entitle the holder to acquire one Common Share

from the Company at a price equal to US$4.83. The Series A Warrants will be exercisable immediately following the closing of the

Offering for a period of five years from such date and the Series B Warrants will be exercisable for a period commencing on the date

that is six-months following the closing of the Offering and ending on the date that is five years following such date. The Company has

also agreed to provide the Investors with customary registration rights.

The closing of the private placement pursuant

to the Subscription Agreements is expected to occur on or about January 19, 2024, subject to Toronto Stock Exchange approval and

customary closing conditions.

This news release is issued pursuant to Rule 135c

under the Securities Act of 1933 and shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor

shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful

prior to the registration or qualification under the securities laws of any such state or other jurisdiction. Any offering of the securities

under the resale registration statement will only be by means of a prospectus.

Growth is a leading North American cannabis and consumer packaged goods ("CPG") company dedicated to unleashing the power

of cannabis to improve lives. 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 includes

gourmet wellness products by Martha Stewart CBD, and category defining vaporizer technology made in Germany by Storz & Bickel.

Growth has also established a comprehensive ecosystem to realize the opportunities presented by the U.S. THC market through its rights

to Acreage Holdings, Inc., 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.

our 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 wellbeing and

more information visit www.canopygrowth.com.

to information included on, or accessible through, our website do not constitute incorporation by reference of the information contained

at or available through our website, and you should not consider such information to be part of this press release.

Forward-Looking Statements

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 and uncertainties include

statements with respect to the expected closing date of the Offering; expectations regarding the strengthening of the Company's

financial position; and expectations regarding the use of the proceeds from the Offering.

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 negative operating cash flow; uncertainty of additional financing;

use of proceeds; volatility in the price of the Common Shares; 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 and the impacts of increased rates of inflation; legal and regulatory risks inherent in the cannabis industry, including

the global regulatory landscape and enforcement related to cannabis; additional dilution; 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.sedarplus.ca

and with the SEC through EDGAR at www.sec.gov/edgar, including under the heading "Risk Factors" in the Company's annual

report on Form 10-K for the year ended March 31, 2023 and its subsequently filed quarterly reports on Form 10-Q.

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.

Vice President, Communications

Director, Investor Relations