SMITHS FALLS, Ontario, September 01, 2025 — Canopy Growth Corporation (“Canopy Growth” or the “Company”) (TSX: WEED) (Nasdaq: CGC), a world-leading cannabis company dedicated to unleashing the power of cannabis to improve lives, announced today that the Company has established a new at-the-market equity program (the “ATM Program”) that allows Canopy Growth to issue and sell up to US$200 million of common shares of the Company (“Common Shares”) from treasury from time to time in concurrent public offerings in the United States (the “U.S. Offering”) and Canada; provided, however, that (i) sales of Common Shares in the ATM Program in Canada is limited to aggregate gross sales proceeds to the Company of up to US$50 million (or its Canadian dollar equivalent) (the “Canadian Offering”); and (ii) in no event will the combined gross sales proceeds of the ATM Program in the United States and Canada exceed US$200 million. Any Common Shares sold in the ATM Program will be sold in transactions made directly on the Nasdaq or the TSX or on any other available U.S. or Canadian trading market for the Common Shares. The volume and timing of sales under the ATM Program, if any, will be determined in the Company’s sole discretion and are subject to customary conditions precedent. The Common Shares will be distributed at market prices prevailing at the time of each sale or at certain other prices and, as a result, prices may vary as between purchasers and during the period of distribution under the ATM Program.
Canopy Growth intends to use the net proceeds from the ATM Program, if any, for investments in businesses and/or to fund any potential future acquisitions and for working capital and general corporate purposes, including the potential repayment of indebtedness.
Sales of Common Shares under the ATM Program will be made pursuant to the terms of an equity distribution agreement dated August 29, 2025 (the “Distribution Agreement”) entered into among the Company, BMO Nesbitt Burns Inc., as Canadian agent, and BMO Capital Markets Corp., as U.S. agent (collectively, the “Agents”). The ATM Program will be effective until the earliest of (A) June 5, 2027; (B) the issuance and sale of Common Shares having an aggregate offering price of US$200,000,000 on the terms and subject to the conditions set forth in the Distribution Agreement; (C) the date on which the Registration Statement (as defined below) ceases to be useable for sales of Shelf Securities (as defined in the Distribution Agreement) pursuant to General Instruction I.B.1 of Form S-3; (D) the date on which the Company receives notice from the U.S. Securities and Exchange Commission (the “SEC”) that the Registration Statement has ceased to be effective in accordance with applicable U.S. securities laws; and (E) the date on which the Distribution Agreement is terminated by the parties, in each case, subject to the terms of the Distribution Agreement. Notwithstanding the foregoing, the Canadian Offering will automatically terminate on the earliest to occur of (1) July 5, 2026, (2) the date on which the issuance and sale of Common Shares in the Canadian Offering equals US$50,000,000 (or the equivalent in Canadian currency), (3) the date on which the Company receives notice from the Ontario Securities Commission that the Canadian Shelf Prospectus (as defined below) has ceased to be effective in accordance with applicable Canadian securities laws, or (4) the date on which the Distribution Agreement is terminated pursuant to clauses (A) through (E) above; provided, however, that a termination of the Canadian Offering as contemplated by clauses (1), (2) and (3) above will in no case affect the U.S. Offering, and the Distribution Agreement will continue to remain in full force and effect with respect to the U.S. Offering. The Distribution Agreement replaces the equity distribution agreement, dated February 28, 2025, as amended, among the Company and the Agents, which terminated upon the Company’s entry into the Distribution Agreement.
The offering of Common Shares under the ATM Program is qualified by a prospectus supplement dated August 29, 2025 (the “Canadian Prospectus Supplement”) to the Company’s Canadian short form base shelf prospectus dated June 5, 2024 (the “Canadian Shelf Prospectus”), each filed with the securities commissions in each of the provinces and territories of Canada, and pursuant to a prospectus supplement dated August 29, 2025 (the “U.S. Prospectus Supplement”) to the Company’s U.S. base prospectus (the “U.S. Base Prospectus”) included in its registration statement on Form S-3 initially filed with the SEC on June 5, 2024, and amended on May 29, 2025 and May 30, 2025 (as amended, the “Registration Statement”). The Distribution Agreement, Canadian Prospectus Supplement and Canadian Shelf Prospectus are available on the SEDAR+ website at www.sedarplus.com, and the U.S. Prospectus Supplement, the U.S. Base Prospectus and the Registration Statement are available on EDGAR on the SEC’s website at www.sec.gov. Alternatively, these documents may be requested from the Agents by contacting, (i) in Canada: BMO Nesbitt Burns Inc. by mail at Brampton Distribution Centre, 9195 Torbram Road, Brampton, Ontario, L6S 6H2, attn: The Data Group of Companies, by email at torbramwarehouse@datagroup.ca or by telephone at 905-791-3151 ext. 4312; and (ii) in the United States: BMO Capital Markets Corp. by mail at 151 W 42nd Street, 32nd Floor, New York, NY 10036, attn: Equity Syndicate Department, by email at bmoprospectus@bmo.com, or by telephone at 800-414-3627.
No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the Common Shares, nor shall there be any sale of the Common Shares in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.