Green Thumb Industries to Hold Second Quarter 2022 Earnings Conference Call on August 3, 2022

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Canopy Growth Corporation (“Canopy Growth” or the “Company”) (TSX: WEED) (NASDAQ: CGC) announced today that, pursuant to its press release dated June 29, 2022, it has entered into an additional privately negotiated exchange (the “Exchange Agreement”) with a holder (the “Noteholder”) of the Company’s outstanding 4.25% Senior Unsecured Notes due 2023 (the “Notes”) ), to acquire approximately C$7.25 million (approximately US$5.6 million) of an aggregate principal amount of Notes from Noteholders in exchange for common shares of the Company (the “Canopy Shares” ) and approximately C$140,000 (approximately US$110,000) in cash for accrued and unpaid interest (the “Cash Payment”).

transaction details

Pursuant to the terms of the Exchange Agreement, Canopy Growth has agreed to acquire the Notes from the Noteholder for an aggregate purchase price (excluding accrued and unpaid interest which will be paid in cash as part of the payment in cash) of 7.17 million Canadian dollars (approximately US$5.5 million ) (the ” Purchase price “), which shall be payable in such number of shares of Canopy (the ” Share consideration “) is equal to the purchase price divided by the volume-weighted average price (the ” VWAP “) of Canopy shares on the Nasdaq Global Select Market (the ” Nasdaq “) during the 10 consecutive trading days commencing on, and including, June 30, 2022 (there ” Average price “and this period of time being the” Average period “), subject to a floor price of $2.50 (the “Floor Price”) and a maximum price equal to $3.50 which is the closing price of Canopy’s stock on the Nasdaq on June 29, 2022 (there ” Market price “).

The Share Consideration will be satisfied by issuing Canopy Shares in up to two tranches as follows: (a) at the Initial Closing, 1,589,260 Canopy Shares (the ” Initial Closing Actions “) will be issued to the Holder; and (b) in the event that the Average Price calculated over the Average Period is lower than the Market Price, on or around July 18, 2022 (there ” Final closing “), up to the number of shares of Canopy equal to the excess of the purchase price divided by the average price over the original closing shares.

In the event that the daily VWAP of Canopy Shares on the Nasdaq during the Reference Period (a) exceeds the market price, then the daily VWAP for that trading day shall instead be deemed to be the market price; or (b) is less than the Floor Price, then the Daily VWAP for that Trading Day shall instead be deemed to be the Floor Price, such that in no event may more than 2,224,965 Canopy Shares be issued under the Holder tickets.

With the exchange agreements (the ” Other exchange agreements “) concluded before the announcement of the June 29, 2022 (collectively, the ” Transaction “), a minimum of 35,662,420 shares of Canopy have been or will be issued. Pursuant to the terms of the exchange agreement and the other exchange agreements, in no event shall more than 80,629,270 shares of Canopy be issued as part of the operation.

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

About Canopy Growth

Canopy Growth (TSX: WEED, NASDAQ: CGC) is a world-leading diversified cannabis and cannabinoid consumer products company driven by a passion for improving lives, ending prohibition and building stronger communities. communities by unlocking the full potential of cannabis. Leveraging consumer insights and innovation, Canopy Growth offers product varieties in high-quality dried flower, oil, softgel, infused, edible and topical beverage formats, as well as herbal vaporizers. Canopy Growth and industry leader Storz & Bickel. Canopy Growth’s global medical brand, Spectrum Therapeutics, sells a range of full-spectrum products using its color-coded classification system and is a market leader in both Canada and Germany . Through Canopy Growth’s award-winning Tweed and Tokyo Smoke banners, Canopy Growth reaches its adult consumers and has built a loyal customer base by focusing on premium products and meaningful customer relationships. Canopy Growth has entered the health and wellness consumer space in key markets including Canada , United States and Europe with BioSteel sports nutrition and This Works skin and sleep solutions; and introduced additional hemp-derived CBD products for United States through its First & Free and Martha Stewart CBD brands. Canopy Growth has partnered with Fortune 500 alcohol leader Constellation Brands.

Notice Regarding Forward-Looking Information

This press 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 laws. Often, but not always, forward-looking statements and information can be identified by the use of words such as “anticipates”, “expects” or “does not expect”, “is expected”, “estimates”. , “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of these words and expressions or states that certain actions, events or results “may”, “could”, “would”, “could” or “will” occur, occur or be realized. Forward-looking statements or information involve known and unknown risks, uncertainties and other factors that may cause results, performance or achievements actual results of the Company or its subsidiaries are materially different from any future results, performance or achievements expressed or implied by the forward-looking statements – forward-looking statements or information contained in this press release Examples of such statements and incer titudes include statements regarding the benefits of the debt buyback, the expected date of issuance of the initial closing shares, the expected date of issuance of any additional Canopy shares after the averaging period and expectations regarding other economic factors, commercial and/or competitive .

The risks, uncertainties and other factors involved in 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 inherent uncertainty associated with projections; diversion of management time on transaction-related matters; expectations regarding future investments, growth and expansion of operations; regulatory and licensing risks; changes in general economic, business and political conditions, including changes in 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 law enforcement related to cannabis, political risks and risks related to regulatory changes; risks related to anti-money laundering laws; compliance with extensive government regulations and the interpretation of various laws, regulations and policies; public opinion and perception of the cannabis industry; and other risks contained in the Company’s public documents filed with the Canadian securities authorities 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 fiscal year ended March 31, 2022 .

With respect to forward-looking statements and information, the Company has provided such statements and information based on certain assumptions which it believes to be reasonable at the current time. Although the Company believes that the assumptions and factors used in preparing any forward-looking information or forward-looking statements contained in this press release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur within the time disclosed or not 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 differ materially from those described herein as anticipated, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors that could cause actual results to differ materially, there may be others that cause results not to be those anticipated, estimated or planned. The forward-looking information and forward-looking statements included in this press release are made as of the date of this press release, and the Company undertakes no obligation to publicly update such forward-looking information or forward-looking information to reflect new information. , subsequent events or otherwise, except as required by applicable securities laws.

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SOURCE Canopy Growth Corporation

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