Canopy growing to get MTL cannabis; The deal is expected to create Canada’s leading medical cannabis business and strengthen its ability to serve growing international demand.
This news release is a “designated news release” for purposes of Canopy Growth’s August 29, 2025 prospectus supplement to its short form base prospectus dated June 5, 2024.
All financial amounts in this press release are expressed in Canadian dollars.
The highly active business combination is expected to generate significant operating leverage of approximately $10 million within 18 months.
Strengthens Canopy Growth’s presence in Quebec, enabling expanded national distribution of MTL’s portfolio of high-quality, budget-friendly products²
MTL’s core management team is expected to join Canopy Growth to drive cultivation excellence and enhance the Company’s product quality and operational performance.
Assuming $0.91 per MTL share based on the closing price of Canopy Growth shares on the TSX as of December 12, 2025. Represents a 45% premium to MTL stock’s average 20-day VWAP on the CSE as of December 12, 2025.
SMITHS FALLS, Ontario and POINT CLAIRE, Quebec–( BUSINESS WIRE )–Canopy Growth Corporation (“Copy Growth” or the “Company”) (TSX: WEED) (Nasdaq: CGC) and MTL Cannabis Corp. (“MTL Cannabis” or “MTL”) (CSE: MTLC) (OTCQX: MTLNF) is pleased to announce that it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) under which Canopy Growth will acquire all of the issued and outstanding common shares of MTL, as well as the shares of MTL (all indebtedness of MTL) and will pay the indebtedness. by MTL in a transaction valued at approximately $125 million on a fully diluted equity basis (the “Deal”) and approximately $179 million on an enterprise value (“TEV”) basis. Pursuant to the terms of the Agreement, each MTL shareholder (“MTL Shareholder”) will receive a fixed consideration for each MTL Share equal to:
MTL was founded by Quebec-based entrepreneurs and brothers, Richard and Michel Clemens, who built the company around a deep commitment to cultivating high-quality cannabis flower. The quality of hemp products produced through MTL’s disciplined, craft-based cultivation approach has earned national recognition, including being named Canada’s #1 Recommended Brand in the 2024 Brightfield Study. MTL brings proven operational excellence, loyal consumer demand and hemp production experience that works in the marketplace. Canopy Growth intends to leverage the expertise of the MTL team as it continues to enhance its cannabis product portfolio.
“MTL brings skilled operators, strong brands and a profitable business that will strengthen our leadership in the Canadian medical market and deepen our presence in key Canadian adult markets, including Quebec. Their cultivation expertise, combined with our national scale, allows us to improve product quality, expand supply and accelerate our path to building a more profitable, more competitive business, growing more competitively, growing Canada more competitively. long term,” said Luke Mongo, chief executive officer of Canopy Growth.
“MTL was built on the belief that high-quality flower grown with care and consistency will always earn the trust of consumers and patients. Joining Canopy Growth enables us to bring that philosophy to even more Canadians. Our respective portfolios are highly complementary and we see great opportunity to expand MTL’s reach through Canopy’s national relationships and Retail. what our team has built and we look forward to working with Canopy Growth to continue to elevate Canadian hemp,” said Richard Clemens, co-founder and chief cultivation officer of MTL Cannabis.
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friends,
While the US is getting a lot of attention from cannabis investors, the industry faces many challenges in America. It’s been more than 12 years since Colorado shops opened their doors to adults beyond medical patients, and since then many states have embraced medical cannabis and adult cannabis. Although legal cannabis has expanded significantly, it remains a state-regulated market, and each state differs greatly in terms of rules and regulations. Cannabis remains illegal federally, and the industry continues to struggle 280E tax.
Cannabis markets outside the US continue to grow. Canada revised its federal medical cannabis program in 2013, with the MMPR replacing the MMAR, and the current Access to Cannabis for Public Purposes Regulations (ACMPR) replaced the MMPR in 2016. Justin Trudeau, who was elected Prime Minister in late 2015, became the first agenda item to legalize cannabis. implement adult use legalization in 2018. The program has its challenges, but the industry has grown as it has matured. StatsCan will release December sales data tomorrow, and it looks like cannabis sales are up about 4% for 2025.
Other countries have developed their own medical cannabis, including Australia, Germany and Israel, with Germany legalizing it for adult use. The Netherlands is holding trials in coffee shops. Uruguay, a small country, began legalizing cannabis sales to adults in 2017, and Germany began a program in 2024 to legalize cannabis for adults, although sales are through social clubs. While this program has not directly created commercial opportunities, it has boosted the market for medical cannabis. Unlike Canada, where cannabis is sold by the provinces, in Germany cannabis is sold in traditional pharmacies. A significant amount of medical cannabis sold in Germany is imported from Canada. David Brown of StratCann suggested this six months ago Almost 50% of German hemp imports in Q2 came from Canada.
The Global Hemp Stock Index, last recalculated at year-end, has 7 Canadian LPs, and these NASDAQ-listed companies tend to be active in international markets. Most MSOs in the US operate exclusively there, but one, Curaleaf, has international operations. Curaleaf trades on the TSX in Canada, but it trades in the US. The company reported total revenue of $320 million in its third quarter, with international operations (Canada, Germany, Portugal, Spain and the UK) accounting for just 14.4%. Year-to-date, it has registered just 12.9% as it has grown while domestic revenues have declined.
Canadian LPs in the index are Aurora Cannabis, Canopy Growth, Cronos Group, Organigram, SNDL, Tilray Brands and Village Farms. SNDL, which is more of an alcohol than cannabis retailer, has no international cannabis sales. The remaining six are active and active. This week, Organigram announced the acquisition of the rest of the German cannabis company, and it was already active in other markets. Cronos Group has announced the acquisition of CanAdelaar, a deal that is expected to close soon and will give it access to the Netherlands. Canopy Growth is acquiring MTL Cannabis, and increased exports of medical cannabis was a benefit he pointed to.
In: warned about Canadian LPs here at the end of November and I am now more optimistic about this part of the cannabis market. At the time I had 5 of the 7 GCSI members on my Focus List at 420 Investor, but I added Aurora Cannabis when they reported their financial Q3 and fell. Here’s how all 7 have performed since the end of November.
My 420 Investor model portfolio includes a small position in Tilray Brands, a large position in Aurora Cannabis, and a very large position in Organigram. These three positions represent 31.9% of the portfolio, while the GCSI has 27.4% exposure.
The Canadian LP market has certainly been cheaper than it is now, but it seems cheap enough. Balance sheets have improved dramatically, and some of these large companies are trading below tangible book value. NASDAQ listings are superior to the OTC listings that MSOs have. The Canadian market may improve, although I don’t expect it to, and international expansion may continue to help federally legal Canadian LPs export more or expand to other countries. These international operations also involve risks. I see a big international opportunity for Canadian LPs, and investors don’t seem very excited at the moment.
Sincerely,
Alan:
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Based in Houston, Alan leverages his experience as an online community founder 420 Investorthe first and still the largest due diligence platform focused on publicly traded stocks in the cannabis industry. With his extensive network in the cannabis community, Alan continues to find new ways to connect the industry and facilitate its sustainable growth. time New Cannabis Ventureshe is responsible for content development and strategic alliances. Before turning his attention to the cannabis industry in early 2013, Alan, who began his career on Wall Street in 1986, worked as an independent research analyst with more than two decades of research and portfolio management experience. A prolific writer, with over 650 articles published since 2007 Looking for Alphawhere he has 70,000 followers, Alan is a frequent speaker at industry conferences and frequent source Media including the NY Times, Wall Street Journal, Fox Business and Bloomberg TV. Contact Alan. Twitter: |: Facebook |: LinkedIn: |: El
Statistics Canada has released December retail sales for the country, with Cannabis sales are on the rise from November levels, up 5.3% to C$503.7 million, a new monthly record high. This sequential increase was up 1.9% on a daily basis due to more days than in the previous month. November, originally reported at C$477.9 million, was revised slightly higher to C$478.4 million. December sales rose 2.9% from a year earlier, up from 8.3% in May, 7.5% in June and 6.2% in September. This was also below the 20.3% growth rate in August 2023 and better than the previous lowest annual growth since the start of legalization, which started at -0.9% in September 2024 and then -1.6% in October due to the BC strike, and it was down significantly from the 9.1% growth in December 2024. The previous record level in August was only 1.8% above the previous year’s level. Total sales are expected to increase by 4.5% to C$5.39 billion in 2024 and by 4.1% to C$5.62 billion in 2025.
An increase in the number of shops, as well as a fall in the prices of flowers that attract consumers from the illegal market, have boosted sales. In Ontario, the most populous province, sales rose 6.5% from November but fell 4% from a year earlier. Alberta was up 5.7% from November, but down 1% from last year. British Columbia was up 5.2% from November and 22% from a year ago, while Quebec was down 1.6% from November and 10% from a year ago.
January sales data will be released on March 20.
Based in Houston, Alan leverages his experience as an online community founder 420 Investorthe first and still the largest due diligence platform focused on publicly traded stocks in the cannabis industry. With his extensive network in the cannabis community, Alan continues to find new ways to connect the industry and facilitate its sustainable growth. time New Cannabis Ventureshe is responsible for content development and strategic alliances. Before turning his attention to the cannabis industry in early 2013, Alan, who began his career on Wall Street in 1986, worked as an independent research analyst with more than two decades of research and portfolio management experience. A prolific writer, with over 650 articles published since 2007 Looking for Alphawhere he has 70,000 followers, Alan is a frequent speaker at industry conferences and frequent source Media including the NY Times, Wall Street Journal, Fox Business and Bloomberg TV. Contact Alan. Twitter: |: Facebook |: LinkedIn: |: El
This data-driven, fact-based search engine will be continually updated based on new financial filings so readers can stay up-to-date. Companies must file with the SEC or SEDAR and be current to be considered for inclusion. When we launched this resource in May 2019, companies with more than $2.5 million in quarterly revenue qualified. As the industry has grown and as more companies have gone public, we have raised the minimum several times, including $5 million in October 2019, $7.5 million in June 2020, up to $10 million in November 2020, $12.5 million in August 2021, $12.5 million in August 2021, and $202 in September 2021. million dollars. hemp industry, we raised the minimum again in May 2024. The senior list has a minimum of US$50 million (C$68.3 million) and the junior list now has a minimum of US$25 million (C$34.2 million).
Note on adjusted operating income
In May 2019, we added an additional measure, Adjusted Operating Income, which we detailed in our newsletter. The calculation takes reported operating income and adjusts it for any changes in the fair value of biological assets required under IFRS accounting. We believe this adjustment improves comparability between companies under IFRS and GAAP accounting. We note that operating income can often include one-time items such as stock compensation, inventory write-offs or public listing costs, and we encourage readers to understand how these non-cash items may impact quarterly financials. Many companies have moved from IFRS to US GAAP accounting, which has reduced our need to make adjustments. Please note that our rating only includes actual reported income and non pro forma income. We also note that companies with non-hemp operations must provide segment-level financial statements detailing not only revenue but also operating profit in order for their operating profit to be included in the tracking. Currently, Aurora Cannabis (NASDAQ: ACB ) (TSX: ACB ), Jazz Pharma (NASDAQ: JAZZ ) and Tilray (TSX: TLRY ) (NASDAQ: TLRY ) do not provide this information.
Tracker inclusion updates
At the time of our last update on October 21st, 19 companies were eligible for inclusion on the senior lists, including 14 in USD and 5 in Canadian currency, while there were 12 companies on the junior lists. Now, 15 companies denominated in US dollars and 4 denominated in Canadian dollars qualify for the senior lists, for a total of 19 now. The junior list includes 9 companies denominated in US dollars and 2 in Canadian dollars. Tracking public cannabis company revenue and earnings on a combined basis now includes 30 companies. American Junior List lost Scotts Miracle-Gro exits, including Hawthorne Gardening, when it reported its fiscal quarter due to its expected divestment. In Canada, Organigram (NASDAQ: OGI ) (TSX: OGI ) moved from the Senior List to the Junior List.
Companies that have reported since mid-November are included
Many of these companies are in December year-end and year-end reporting for them will begin very soon. There are several companies that have reported since the third quarter reports were released in November.
Senior and Junior – US Dollar Report
Neither company has yet reported Q3, but a flurry of updates begins next week. Tilray brands (NASDAQ: TLRY ) (TSX: TLRY ) reported its fiscal third quarter in early January. The diversified company grew its cannabis business 3% year over year as it grew 5% sequentially.
Several of the Big 5 MSOs have scheduled calls for their Q4 financial reports, although GTI has changed its policy and will not host any for now. Here is the current outlook of all of them.
Curaleaf (OTC: CURLF ) (TSX: CURA ) – revenue is expected to decline 1% year-over-year to $328.3 million, with adjusted EBITDA of $66.9 million, a 12% decline.
Green Thumb Industries (OTC: GTBIF ) (CSE: GTII ) – revenue is expected to increase 1% year over year to $296.1 million and adjusted EBITDA is expected to decline 20% to $78.6 million.
Trulieve (OTC: TCNNF ) (CSE: TRUL ) – Revenue is expected to decline 1% year-over-year to $296.5 million and adjusted EBITDA is expected to decline 8% to $95.9 million.
Verano Holdings (OTC: VRNO ) (NEO: VRNO ) – revenue is expected to decline 6% to $205.9 million and adjusted EBITDA is expected to decline 10% to $56.7 million.
Cresco Labs (OTC: CRLBF ) (CSE: CL ) – Revenue is expected to decline 9% to $160.9 million and adjusted EBITDA is expected to decline 12% to $36.3 million.
Senior and Junior – Canadian Dollar Report
Since the November 3rd quarter reports, High Tide (NASDAQ: HITI ) (TSXV: HITI ), Aurora Cannabis (NASDAQ: ACB ) (TSX: ACB ), Canopy Growth (NASDAQ: CGC ) (TSX: WEED ) and Organigram Global (NASDAQ: OGITS ) have filed to list (NASDAQ: OGITS ). Revenue grew sequentially for each of them except Organigram.
One of Canada’s senior listed members, SNDL, has yet to schedule its quarterly call.
The Public Cannabis Company Earnings Tracker by New Cannabis Ventures is not a recommendation of any company, and you should not use it as investment advice. A tilde next to a date means an approximate date. All calculations are derived from SEC or SEDAR filings. Any questions or licensing inquiries please contact us.
Based in Houston, Alan leverages his experience as an online community founder 420 Investorthe first and still the largest due diligence platform focused on publicly traded stocks in the cannabis industry. With his extensive network in the cannabis community, Alan continues to find new ways to connect the industry and facilitate its sustainable growth. time New Cannabis Ventureshe is responsible for content development and strategic alliances. Before turning his attention to the cannabis industry in early 2013, Alan, who began his career on Wall Street in 1986, worked as an independent research analyst with more than two decades of research and portfolio management experience. A prolific writer, with over 650 articles published since 2007 Looking for Alphawhere he has 70,000 followers, Alan is a frequent speaker at industry conferences and frequent source Media including the NY Times, Wall Street Journal, Fox Business and Bloomberg TV. Contact Alan. Twitter: |: Facebook |: LinkedIn: |: El
