Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
On March 16, 2026, Canopy Growth Corporation (“Canopy
Growth”) issued a press release announcing, among other things, that it completed its previously announced acquisition of all of
the issued and outstanding common shares (the “MTL Shares”) in the capital of MTL Cannabis Corp. (“MTL”), a copy
of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein solely for purposes of this Item 7.01 disclosure.
The information set forth and incorporated by reference
in Item 7.01 of this Current Report on Form 8-K (“Current Report”), including Exhibit 99.1 attached hereto, is being
furnished and shall not be deemed “filed” for purposes of Section 18 of the United States Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information set forth
and incorporated by reference in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference
language in any such filing.
On March 16, 2026, Canopy
Growth completed the acquisition of all of the issued and outstanding MTL Shares pursuant to the arrangement agreement between Canopy
Growth and MTL, dated as of December 14, 2025 (as amended, the “Arrangement Agreement”), on the basis of 0.32 of
a common share of Canopy Growth (each whole share, a “Canopy Growth Share”) and C$0.144 in cash for each MTL Share, or approximately
41.2 million Canopy Growth Shares and $18.5 million in cash in the aggregate, by way of a plan of arrangement under the Canada
Business Corporations Act (the “Arrangement”). In addition, 2,956,391 Canopy Growth Shares were issued under the Arrangement
to certain former shareholders (the “MC Shareholders”) of Montreal Cannabis Medical, Inc. (“MC”) in exchange
for a release of all prior obligations owing to the former MC Shareholders in connection with MTL’s prior acquisition of MC. The
Canopy Growth Shares issued to the MC Shareholders are subject to an 18-month restriction on transfer.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Exhibit 99.1
This
news release constitutes a “designated news release” for the purposes of Canopy Growth’s prospectus supplement dated
August 29, 2025 to its short form base shelf prospectus dated June 5, 2024
All
financial amounts in this press release are expressed in Canadian dollars.
Canopy
Growth Completes Acquisition of MTL Cannabis
Creating
Canada’s Leading Medical Cannabis Business By Revenue
Strengthens
Canopy Growth’s core Canadian platform, providing additional high-quality flower to support international growth
Expected
run-rate synergies of approximately $10 million within 18 months
Canopy
Growth’s leadership team and operational depth strengthened through addition of MTL management team members
SMITHS
FALLS, ON — March 16, 2026 — Canopy Growth Corporation (“Canopy Growth” or the “Company”)
(TSX: WEED) (Nasdaq: CGC) and MTL Cannabis Corp. (“MTL Cannabis” or “MTL”) (CSE: MTLC) (OTCQX: MTLNF) today announced
the completion of the previously announced arrangement (the “Arrangement”), whereby, among other things, Canopy Growth has
acquired all of the issued and outstanding common shares of MTL (the “MTL Shares”).
The
combined company establishes Canada’s leading medical cannabis platform and strengthens Canopy Growth’s broader business
through expanded premium flower supply, enhanced operating execution and ability to meet demand in regulated international medical markets,
including Europe. Additionally, the integration of a profitable, cash-generating business supports the Company’s objective of achieving
positive adjusted EBITDA during fiscal 2027.
“The
acquisition of MTL is a defining step forward in strengthening Canopy Growth’s core Canadian business and advancing our path toward
sustainable profitability,” said Luc Mongeau, Chief Executive Officer, Canopy Growth. “We have long admired MTL and their
approach to cannabis and business, and together we are Canada’s leading medical cannabis company, complemented by a strong and
accelerating adult-use platform within the country. Today, we are better positioned to deliver higher-quality products, operate more
efficiently, and scale strategically to meet growing demand in international markets.”
“At
the heart of this next chapter are our people. We’re thrilled to welcome MTL employees to Canopy Growth. Your talent and dedication
make this company exceptional, and we’re excited to move forward together,” continued Mr. Mongeau.
“We’re
proud to join Canopy Growth and begin this next phase as one team,” said Richard Clément, Co-Founder and former Chief Cultivation
Officer, MTL Cannabis.
“MTL
was built on disciplined operations and a relentless focus on quality. With Canopy Growth’s scale and reach, we can continue to
bring high-quality product to more medical patients and adult-use consumers in Canada and internationally,” added Mike Perron,
Chief Operating Officer, Canopy Growth, and former Chief Executive Officer, MTL
Cannabis.
Effective
upon closing of the Arrangement, key members of MTL have joined the Canopy Growth leadership team. The combined team, listed below, strengthens
operational depth and positions the Company for consistent execution and scalable growth:
| · | Luc
Mongeau, Chief Executive Officer |
| · | Tom
Stewart, Chief Financial Officer |
| · | Christelle
Gedeon, Chief Business Development & Corporate Affairs Officer |
| · | Michael
Perron, Chief Operating Officer |
| · | Chrissy
McHardy, Senior Vice President, Human Resources |
| · | Andrew
Bevan, Senior Vice President, Medical Sales |
| · | Jürgen
Bickel, Managing Director and Co-Founder of Storz & Bickel GMBH |
In
addition, MTL co-founders Richard Clément and Michel Clément will serve as strategic advisors to the Company, supporting
integration and cultivation. With the transaction now complete, Canopy Growth has commenced integration of MTL’s cultivation and
post-harvest operations into its supply chain.
Strategic
Benefits
Strengthens
leadership in Canadian medical cannabis and market share position
MTL’s
patient network, Canada House clinics, and ABBA Medix online channel cement Canopy Growth in the #1 market share position by revenue1
and expands Canopy Growth’s ability serve patients nationwide.
Enhances
flower supply for Canadian and international markets
Integrating
MTL’s cultivation and post-harvest assets, strengthens access to consistent, high-quality flower to support demand in Canada and
international medical markets, including Europe.
Deepens
Québec presence and strengthens adult-use positioning
Expands
Canopy Growth’s operational footprint in Québec, Canada’s second-largest cannabis market, through MTL’s cultivation
facilities and portfolio of high-quality flower and hash products.
Improves
competitive positioning across core adult-use categories
MTL’s
strong brand portfolio and proven performance in upper-mainstream flower and pre-rolls supports broader distribution, improved shelf
presence, and stronger execution across key provinces.
Accretive,
cash-generating business enables earnings growth
MTL
is a profitable, cash-generating business that operates with strong cost discipline. This transaction is
expected to accelerate margin and establishes a path toward EBITDA improvement supporting the Company’s focus on sustainable profitability.
Strengthens
operational capabilities through retention of key MTL leadership
Retention
of MTL’s leadership, including Mike Perron as Chief Operating Officer, and Richard Clément and Michel Clément in
strategic consulting roles, adds deep expertise in cultivation, genetics, and facility operations.
1
Based on internal calculations using publicly available financial statements for the quarter ending December 31, 2025.
Transaction
Details
As
a result of the Arrangement, MTL Cannabis has become a wholly-owned subsidiary of Canopy Growth and the MTL Shares are anticipated to
be de-listed from the Canadian Securities Exchange (the “CSE”) on or about March 16, 2026.
Pursuant
to the Arrangement, the Company has acquired 100% of the issued and outstanding MTL Shares. MTL shareholders are entitled to receive
0.32 of a Canopy Growth common share (each whole share, a “Canopy Growth Share”) and $0.144 in cash in exchange for each
MTL Share held immediately prior to closing of the Arrangement.
In
aggregate, Canopy Growth issued approximately 41.2 million Canopy Growth Shares and made a cash payment of approximately $18.5 million
pursuant to the Arrangement to Odyssey Trust Company in trust for MTL shareholders as consideration for their MTL Shares. In addition,
2,956,391 Canopy Growth Shares were issued under the Arrangement to certain former shareholders (the “MC Shareholders”) of
Montreal Cannabis Medical, Inc. (“MC”) in exchange for a release of all prior obligations owing to the former MC Shareholders
in connection with MTL’s prior acquisition of MC. The Canopy Growth Shares issued to the MC Shareholders are subject to an 18-month
restriction on transfer.
In
order to receive Canopy Growth Shares and the cash consideration in exchange for MTL Shares, registered shareholders of MTL Cannabis
must complete, sign, date and return the letter of transmittal that was previously mailed by MTL to each MTL shareholder prior to closing.
Canopy Growth Shares issued as partial consideration for MTL Shares may be subject to withholdings. The letter of transmittal is also
available under MTL’s profile on SEDAR+ at www.sedarplus.ca. MTL shareholders whose MTL Shares were registered in the name of a
broker, investment dealer, bank, trust company, trust or other intermediary or nominee should contact such nominee for instructions and
assistance in receiving their Canopy Growth Shares and cash consideration.
Further
details regarding the Arrangement are set out in the management information circular of MTL Cannabis dated January 15, 2026, a copy
of which can be found under MTL Cannabis’ profile on SEDAR+ at www.sedarplus.ca. A copy of the early warning report of Canopy Growth
in connection with the acquisition of the MTL Shares will be filed under MTL Cannabis’ profile on SEDAR+ and can be obtained by
contacting Canopy Growth at invest@canopygrowth.com.
Advisors
and Counsel
Canaccord
Genuity Corp. acted as exclusive financial advisor to Canopy Growth. Cassels Brock & Blackwell LLP and Paul Hastings LLP acted
as legal counsel to the Company.
Haywood
Securities Inc. acted as exclusive financial advisor to the special committee of the board of directors of MTL and provided a fairness
opinion to such special committee. Farris LLP acted as legal counsel to MTL Cannabis.
###
More
Information:
Canopy
Growth Contacts
Media
Contact:
media@canopygrowth.com
Investor
Contact:
invest@canopygrowth.com
MTL
Cannabis Contacts
Michael Perron
investors@mtlcannabis.ca
About
Canopy Growth
Canopy
Growth is a world-leading cannabis company dedicated to unleashing the power of cannabis to improve lives.
Through
an unwavering commitment to consumers, Canopy Growth delivers innovative products from owned and licensed brands including Tweed, 7ACRES,
DOJA, Deep Space, and Claybourne, as well as category defining vaporization devices by Storz & Bickel. In addition, Canopy Growth
serves medical cannabis patients globally with principal operations in Canada, Europe and Australia.
Canopy
Growth has also established a comprehensive ecosystem to realize the opportunities presented by the U.S. THC market through an unconsolidated,
non-controlling interest in Canopy USA, LLC (“Canopy USA”). Canopy USA’s portfolio includes ownership of Acreage Holdings, Inc.,
a vertically integrated multi-state cannabis operator with operations throughout the U.S. Northeast and Midwest, as well as ownership
of Wana Wellness, LLC, The Cima Group, LLC, and Mountain High Products, LLC, a leading North American edibles brand, and majority ownership
of Lemurian, Inc., a California-based producer of high-quality cannabis extracts and clean vape technology.
At
Canopy Growth, we’re shaping a future where cannabis is embraced for its potential to enhance well-being and improve lives. With
high-quality products, a commitment to responsible use, and a focus on enhancing the communities where we live and work, we’re
paving the way for a better understanding of all that cannabis can offer.
For
more information visit www.canopygrowth.com
References
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.
About
MTL Cannabis
MTL
Cannabis Corp. is the parent company of MC, a licensed producer operating from a 76,000 sq ft licensed indoor grow facility in Pointe-Claire,
Québec; Abba Medix Corp., a licensed producer in Pickering, Ontario that operates a leading medical cannabis marketplace; IsoCanMed
Inc., a licensed producer in Louiseville, Québec growing best-in-class indoor cannabis, in its 64,000 sq. ft. production facility;
and Canada House Clinics Inc., operating clinics across Canada that work directly with primary care teams to provide specialized cannabinoid
therapy services to patients suffering from simple and complex medical conditions.
As
a flower-first company built for the modern street, MTL Cannabis uses proprietary hydroponic growing methodologies supported by handcrafted
techniques to produce products that are truly craft for the masses. MTL Cannabis focuses on craft quality cannabis products, including
lines of dried flower, pre-rolls and hash marketed under the “MTL Cannabis”, “Low Key by MTL” and “R’Belle”
brands for the Canadian market through nine distribution arrangements with various provincial cannabis distributors. MTL Cannabis has
also developed several export channels for bulk and unbranded Good Agricultural and Collection Practice quality cannabis.
For
further information, please visit www.mtlcorp.ca/ or the Company’s public filings at www.sedarplus.ca
Notice
Regarding Forward Looking Statements
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 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 Canopy Growth, MTL or their respective 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 press release. Examples of such statements include statements with respect to the anticipated benefits of the Arrangement, the
anticipated date that the MTL Shares will be delisted from the CSE, the estimated potential synergies as a result of the Arrangement
and the filing of an early warning report by Canopy Growth on MTL’s SEDAR+ profile. Certain of the forward-looking statements contained
herein concerning the industries in which Canopy Growth and MTL conduct business are based on estimates prepared using data from publicly
available governmental sources, market research, industry analysis and on assumptions based on data and knowledge of these industries,
which management of Canopy Growth and MTL 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 Canopy Growth and MTL conduct
business involve risks and uncertainties that are subject to change based on various factors, which are described further below.
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 risks relating
to the dilutive impact of the Arrangement and future resales of Canopy Growth Shares in the public market by former MTL Shareholders,
which may negatively affect the stock price of Canopy Growth Shares, the prompt and effective integration of Canopy Growth’s and
MTL’s businesses and the ability to achieve the anticipated synergies contemplated by the Arrangement; inherent uncertainty associated
with financial or other projections; risks related to the value of Canopy Growth Shares issued pursuant to the Arrangement; the diversion
of management time and attention on integration matters; risks relating to the overall macroeconomic environment, which may impact customer
spending, costs and margins, including tariffs (and related retaliatory measures); the levels of inflation, and interest rates; expectations
regarding future investment, growth and expansion of Canopy Growth’s and MTL’s operations; regulatory and licensing risks;
changes in general economic, business and political conditions, including changes in the financial and stock markets; legal and regulatory
risks inherent in the cannabis industry, including the global regulatory landscape and enforcement related to cannabis, risks related
to the integration of acquired businesses; the timing and manner of the legalization of cannabis in the United States; additional dilution;
political risks and risks relating to regulatory change, including with respect to reimbursement rates in the medical cannabis market;
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 Canopy Growth filed with Canadian securities regulators and available under Canopy Growth’s profile on SEDAR+ at www.sedarplus.ca
and with the United States Securities and Exchange Commission through EDGAR at www.sec.gov/edgar, including the factors discussed under
the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31,
2025 and the risk factors discussed under the heading “Item 1A. Risk Factors” in the Company’s Form 10-Q for the
quarterly period ended December 31, 2025, and in the public filings of MTL filed with Canadian securities regulators and available
under MTL’s profile on SEDAR+ at www.sedarplus.ca.
In
respect of the forward-looking statements and information concerning the anticipated benefits of the Arrangement, Canopy Growth and MTL
have provided such statements and information in reliance on certain assumptions that they believe are reasonable at this time. Although
Canopy Growth and MTL believe that the assumptions and factors used in preparing the forward-looking information or forward-looking statements
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 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 Canopy Growth and MTL have 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 press
release are made as of the date of this press release and Canopy Growth and MTL do not undertake any obligation to publicly update such
forward-looking information or forward-looking statements to reflect new information, subsequent events or otherwise unless required
by applicable securities laws. Readers are cautioned not to put undue reliance on any forward-looking statement. Forward-looking statements
contained in this press release are expressly qualified by this notice regarding forward-looking statements.
MTL
Cannabis has prepared its financial statements in accordance with international financial reporting standards (“IFRS”) whereas
Canopy Growth prepares its financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).
There are differences in the reporting frameworks between IFRS and U.S. GAAP and accordingly, the financial statements of MTL Cannabis
may not be comparable with those of Canopy Growth.
