SMITHS FALLS, ON, March 11, 2024 – Canopy Growth Corporation (“Canopy Growth” or the “Company“) (TSX: WEED) (Nasdaq: CGC) today announced additional details with respect to the previously announced special resolution to be voted on by the shareholders of Canopy Growth (the “Canopy Shareholders“) authorizing an amendment to the Company’s articles of incorporation, as amended (the “Amendment Proposal“), in order to: (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“); and (ii) restate the rights of the common shares in the capital of Canopy Growth (the “Common Shares“) to provide for a conversion feature whereby each Common Share may at any time, at the option of the holder, be converted into one Exchangeable Share. Canopy Shareholders will be asked to consider and vote on the Amendment Proposal at a special meeting of Canopy Shareholders on Friday, April 12, 2024 at 1:00PM ET (the “Meeting“).
In the event that the Amendment Proposal is approved by the Canopy Shareholders at the Meeting and Canopy Growth files articles of amendment to its articles of incorporation, as amended, such that the creation of the Exchangeable Shares becomes effective (such time of filing being, the “Effective Time“), Canopy Shareholders may elect to convert all or part of their Common Shares into 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“).
The Conversion Right may be exercised by registered holders of Common Shares and Exchangeable Shares, as applicable, at any time following the Effective Time, by completing and signing a notice of conversion (a “Notice of Conversion“). The Company has enclosed two different Notices of Conversion with this press release, one with respect to the Common Share Conversion Right and one with respect to the Exchangeable Share Conversion Right. Each such Notice of Conversion will be available on the Company’s website and will be filed with the U.S. Securities and Exchange Commission (the “SEC“) on EDGAR and with the Canadian securities regulators on SEDAR+ following the Effective Time. A Notice of Conversion must be delivered to the Company’s transfer agent, Odyssey Trust Company (the “Transfer Agent“), accompanied by the certificate(s) representing the Common Shares or Exchangeable Shares, as applicable, or, if uncertificated, such other evidence of ownership as the Transfer Agent may require, in respect of which the holder wishes to exercise the Conversion Right.
Upon receipt of a Notice of Conversion and share certificate(s) or other evidence of ownership satisfactory to the Transfer Agent, the Company will cause the Transfer Agent to issue a share certificate or other evidence of ownership representing Exchangeable Shares or Common Shares, as applicable, to the registered holder of the Common Shares or Exchangeable Shares, as applicable. If fewer than all of the Common Shares or Exchangeable Shares, as applicable, represented by a certificate accompanying a Notice of Conversion are to be converted, the holder of Common Shares or Exchangeable Shares, as applicable, is entitled to receive a new certificate or other evidence of ownership representing the Common Shares or Exchangeable Shares, as applicable, comprised in the original certificate which are not to be converted. Common Shares converted into Exchangeable Shares and Exchangeable Shares converted into Common Shares, as applicable, pursuant to the Notice of Conversion will automatically be cancelled.
Each Canopy Shareholder that exercises its Common Share Conversion Right will be required to provide an undertaking to the Company (the “Undertaking“), which provides that, prior to any transfer of Exchangeable Shares (the “Exchangeable Shares Transfer“), the holder of such Exchangeable Shares will deliver a certification to Canopy Growth, that such holder reasonably believes that the Exchangeable Shares Transfer is occurring in compliance with the Canadian take-over bid requirements as though the Exchangeable Shares were voting securities or equity securities of Canopy Growth (the “Certification“). The Notice of Conversion with respect to the Common Share Conversion Right contains the Undertaking along with the form of Certification.
If a Canopy Shareholder has Common Shares that are registered in the name of a broker, bank, trust company, investment dealer or other financial institution, the Canopy Shareholder must arrange for the Common Shares to be registered in their own name prior to exercising the Common Share Conversion Right.
For more information on the Exchangeable Shares in the capital of Canopy Growth, please refer to the Company’s definitive proxy statement dated February 12, 2024 (the “Proxy Statement“) that is available at:
www.canopygrowth.com/investors/investor-events/special-meeting-2024.
The Meeting will be held on Friday, April 12, 2024, at 1:00 p.m. Eastern Time (Toronto time). The Meeting will be conducted in virtual format by live audio webcast at
www.virtualshareholdermeeting.com/WEED2024SM.
Shareholders who are eligible to vote have been mailed a Notice of Internet Availability in accordance with securities regulations which will provide instructions on how to access proxy materials and vote their shares. The Proxy Statement is available at https://www.canopygrowth.com/investors/investor-events/special-meeting-2024/ and has been filed along with related Meeting materials under the Company’s profile on SEDAR and EDGAR.
Shareholders are encouraged to vote and submit proxies as early as possible in advance of the Meeting by one of the methods described in the Proxy Statement. The deadline for Canopy Shareholders to return their completed proxies or voting instruction forms is Wednesday, April 10, 2024, at 1:00 p.m. Eastern Time (Toronto time).
The Proxy Statement contains, among other things, details concerning the Amendment Proposal, the background to and reasons for the favourable recommendation of the Amendment Proposal by the board of directors of Canopy Growth, the requirements for the Amendment Proposal to become effective, procedures for voting at the Meeting and other related matters. Canopy Shareholders are urged to carefully review the Proxy Statement and accompanying materials as they contain important information regarding the Amendment Proposal.
Canopy Shareholders who have questions or need assistance in voting should contact Laurel Hill Advisory Group by telephone at 1-877-452-7184 (North American Toll Free) or 1-416-304-0211 (Outside North America), or by email at assistance@laurelhill.com.
Form of Notice of Conversion of Common Shares
Schedule A Shareholders Certificate
Canopy 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 features gourmet wellness products by Martha Stewart CBD, and category defining vaporizer technology made in Germany by Storz & Bickel.
Canopy 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.
Beyond 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.
