Canopy Growth Announces Equitization of C$12.5 Million of Notes due in July 2023

Canopy Growth Corporation (“Canopy Growth” or the “Company”) (TSX: WEED) (NASDAQ: CGC) announced today that it has entered into privately negotiated exchange agreements (collectively, the “Exchange Agreements”) with certain holders (collectively, the “Noteholders”) of the Company’s outstanding 4.25% unsecured senior notes due 2023 (the “Notes”), to acquire C$12.5 million aggregate principal amount of the Notes from the Noteholders in exchange for common shares of the Company (the “Canopy Shares”) and cash.

“We are pleased to have reached an agreement to equitize these notes and remain focused on further strengthening Canopy’s financial position. This announcement builds on other already completed actions to preserve cash and provide additional financial flexibility,” said Judy Hong, Chief Financial Officer, Canopy Growth.

Transaction Details

In accordance with the terms of the Exchange Agreements, Canopy Growth has agreed to acquire and cancel C$12.5 million aggregate principal amount of the Notes from the Noteholders in exchange for cash, including accrued and unpaid interest owing under the Notes, and the issuance of approximately 24.3 million Canopy Shares.

The transaction is being conducted as a private placement, and any Canopy Shares to be issued in the Transaction will be issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act“), afforded by Section 4(a)(2) of the Securities Act in transactions not involving any public offering. This press release is neither an offer to sell nor a solicitation of an offer to buy any securities described above, nor will there be any offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

HudsonWest LLC acted as financial advisor to the Company in connection with the transaction.

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