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,
With the first month of the year almost half over, the Global Hemp Stock Index rose 0.3% to 6.61. While that’s better than cash, it lags the S&P 500, which gained 1.2%, and notably the Russell 2000, which gained 6.9%.
The global hemp stock index has been in decline over the past five years, falling 4.2% in 2025, its best annual performance since a recent surge in 2020. The hemp industry is so down and should be rallying, but most bets on that outcome have lost money.
The index was recalculated at year-end, with three stocks exiting and two entering, leaving the index with 27 stocks. So far in 2026, 17 are up, with double-digit percentage gains, and 10 are down, including three that are down more than 20%. Here is a table that includes all the companies and some additional information:
The average market cap is $1.1 billion. MSOS is up 4.7% year-to-date, and the index contains 7 MSOs, all of which have gained. The last column shows that five of these seven have negative tangible book value, suggesting potential downside risk for those with significant debt.
I keep a close eye on 16 of the 27 names. Canopy Growth, Cresco Labs, Cronos Group, Curaleaf, GrowGeneration, Green Thumb Industries, Innovative Industrial Properties, WM Technology, Organigram, Chicago Atlantic Real Estate Finance, Scotts Miracle-TilrayrA BTrumsndce, Villa Verano. I’ve covered most of the others and written about RYTHM and SNDL on Seeking Alpha.
The drops include two recent additions that got me thinking more about inclusion rules. These two as well as others have very low market caps. They all met the minimum price rule and minimum average daily trading value criteria, and they are in the cannabis sector. The next rebalance, which will take place in March, may include some new rules.
The overall stock market is on the rise, but hemp stocks are still not catching the attention of investors. Shares in the index, up just 0.3% year to date, are trading near their 50-day and 150-day moving averages. MSOs are helping the market so far, while several stocks are hurting it. My model portfolio in the 420 Investor, which did very well in 2025, is outperforming the index so far in 2026. I’m very underweight MSOs relative to the index, own two, slightly overweight Canadian LPs (three names) and have a large overweight in ancillaries (four names). The model portfolio had 19% cash on 1/14.
The cannabis industry suffers from slow growth, increased competition, a slowdown in adult-use states, an uncertain regulatory environment at the federal level, and many unfair taxes (280E) Hopefully things will improve in 2026.
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
Canopy Growth Announces Strategic Recapitalization Transactions That Significantly Strengthen Balance Sheet to Support Growth Strategy
Refinancing in 2027 The loan and exchange is due in 2029. redeemable convertible bonds, extending the maturity dates of all outstanding debts until 2031. beginning of January while expanding the liquidity profile.
SMITHS FALLS, ON. January 8, 2026 — Canopy Growth Corporation (“Canopy Growth” or the “Company”) (TSX: WEED) (Nasdaq: CGC), a leading global cannabis company dedicated to unleashing the life-enhancing power of hemp, today announced that the Company has entered into a series of transactions to recapitalize its balance sheet and extend maturity through January 13. Upon completion of these Transactions (as defined below), Canopy Growth is expected to have approximately C$425 million in cash, providing additional flexibility to support the Company’s long-term priorities.
“Today, Canopy Growth is moving forward from a strong position supported by a strong balance sheet, enhanced liquidity, extended debt maturities and clear strategic direction,” said Tom Stewart, Canopy Growth’s Chief Financial Officer. “We have created a financial runway through 2031, which allows us to take advantage of growth opportunities based on the momentum of our previously announced acquisition of MTL Cannabis Corp.”
“As we continue to execute on our strategy focused on disciplined growth, operational excellence and financial stewardship, these Transactions enable the strategic expansion needed to strengthen Canopy Growth’s leadership position, support growing demand in the European medical market, and drive our path to sustainable Adjusted EBITDA profitability,” said Chicrowef Excrowef Growth’s office.
Term loan transaction
Pursuant to the terms of the Term Loan Agreement (the “Loan Agreement”), the Company will receive US$150 million in net proceeds (the “Term Loan”) in connection with the Loan Agreement (the “Loan Transaction”) from a group of lenders led by JGB Management Inc. (the “Lenders”), with the Term Loan repayable between January 20 and G33. Term Loan to (i) repay its existing senior secured debt in a principal amount of approximately $101 million due in September 2027; (ii) for working capital and general corporate purposes; and (iii) finance any potential future acquisitions.
The Term Loan will bear an annual interest rate equal to the applicable Term SOFR Rate (minimum 3.25%) plus 6.25%, representing a reduction in the Company’s cash interest rate compared to its current existing senior secured debt.
Exchange of convertible bonds
Concurrent with the execution of the Credit Agreement, Canopy Growth also entered into an exchange agreement (the “Exchange Agreement”) with one institutional investor (the “Investor”) pursuant to which Canopy Growth will exchange approximately C$96.4 million of existing convertible notes due May 2029 (the “2029 Transaction” and, together with the Credit Transaction, the “Transactions”), which includes: (b) C$10.5 million in cash; c) 9,493,670 common shares of the Company (“Common Shares”). and (d) warrants to purchase 12,731,481 common shares of the Company (the “Investor Warrants”). The notes will bear interest at 7.50% per annum, payable semi-annually in cash, and may be converted into common stock at the option of the holder at a conversion price equal to C$1.83 per common share.
The transactions are expected to close on or about January 8, 2026 (the “Closing Date”), subject to customary closing conditions.
Additional transaction details
The aggregate principal amount of the term loan is approximately $162 million, reflecting the original issue discount. Interest on the term loan will be paid in monthly installments in cash. After the first anniversary of the first interest payment date, each Lender shall have the option to require the borrowers to pay such Lender’s pro rata share of up to $3 million of principal after each payment date of one calendar month. Prepayments and repayments of the Term Loan are subject to (i) interest equal to 12 monthly interest payments less interest payments made by the borrowers up to the date of such prepayment for prepayments or repayments made during the first year of the Term Loan, and (ii) an exit fee of approximately $5 million. Credit, only a pro rata portion of such exit fee will be payable at the time of each such partial payment. The Term Loan and the obligations under the Credit Agreement and other related credit documents will be secured by substantially all of the assets of the Company and each of its Material Subsidiaries.
The credit agreement also includes certain prepayments, a minimum of $90 million in cash or principal amount of the term loan, and various other covenants, guarantees, covenants and conditions customary for such financings.
In connection with the Credit Agreement, on the Closing Date, the Company will issue warrants to the Lenders to purchase 18,705,577 common shares of the Company (the “Loan Warrants”). Each Loan Warrant will entitle the holder to acquire one Common Share at an exercise price of $1.30 per Common Share for a period of five years from the Closing Date. Pursuant to the Exchange Transaction, each Investor Warrant will entitle the holder to acquire one Common Share at an exercise price of C$2.16 per Common Share for a period of five years from the Closing Date.
On the Closing Date, the Company will enter into registration rights agreements with the Investor and the Lenders, respectively, pursuant to which the Company will agree to file registration statements with the U.S. Securities and Exchange Commission (“SEC”) that will include the resale of the Common Shares issued to the Investor in the Exchange Transaction, as well as the Deben the Investor Common Shares and the Common Shares underlying them. Warranties, as applicable.
This news release shall not constitute an offer to sell or an offer to buy such securities, nor shall there be a sale of such securities in any state or other jurisdiction where such offer, solicitation or sale would be illegal pending registration or qualification under the securities laws of such state or other jurisdiction.
Canaccord Genuity Corp. acted as exclusive financial advisor and Cassels Brock & Blackwell LLP acted as Canadian advisor to Canopy Growth in connection with the transactions. Goodwin Procter LLP and Paul Hastings LLP acted as US counsel to Canopy Growth in connection with the Credit Transaction and the Exchange Transaction, respectively. Haynes and Boone, LLP and Stikeman Elliott LLP acted as counsel to JGB Management Inc. in connection with the Credit Transaction.
About the growth of canopies
Canopy Growth is a leading global cannabis company dedicated to bringing the power of hemp to life.
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 vaporizers by Storz & Bickel. In addition, Canopy Growth serves medical cannabis patients worldwide, with major operations in Canada, Europe and Australia.
Canopy Growth has also built a comprehensive ecosystem to realize the opportunities presented by the US THC market through the unconsolidated, non-controlling interests of Canopy USA, LLC (“Canopy USA”). Canopy USA’s portfolio includes ownership of Acreage Holdings, Inc., a vertically integrated multipurpose hemp operator operating in the Northeast and Midwest US, as well as the owner of Wana Wellness, LLC, The Cima Group, LLC and Mountain High Products, LLC, a leading North American edible brand majority owned by Lemurian. hemp extracts and pure vape technology.
At Canopy Growth, we’re building 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 improving the communities where we live and work, we’re paving the way for all that hemp has to offer.
New Cannabis Ventures’ NCV Newswire aims to gather high-quality content and information about leading cannabis companies to help our readers filter through the noise and stay on top of the most important cannabis business news. The NCV Newswire is edited by an editor and is not, however, automated. Got a secret news tip? Get in touch.
Tilray Brands Delivers Record Q2 FY2026 Net Income of $218 Million, Moves to Net Cash Position and Reaffirms Full-Year Adjusted EBITDA Guidance.
International Medical Cannabis Revenue Increases 36%; Cannabis income by Canadian adults increased by 6%
Tilray Pharma achieves record quarterly revenue
US Federal Cannabis Reregulation Expected to Open New Market Opportunity for Tilray’s Medical Expansion in the US
Strong financial position with $292 million in cash and marketable securities¹ and ~$30 million in net cash
NEW YORK and LONDON and LEAMINGTON, Ontario, Jan. 08, 2026 (GLOBE NEWSWIRE) — Tilray Brands, Inc. (“Tilray,” “our,” “we” or the “Company”) (Nasdaq: TLRY; TSX: TLRY), a global lifestyle and consumer packaged goods company, a leader in the cannabis, beverage and health industries, today reported financial results for its second fiscal quarter ended November 30, 2025.
Irwin D. Simon, Chairman and Chief Executive Officer, commented: “We delivered another record quarter with net revenue of $218 million driven by orderly execution across our diversified portfolio spanning the cannabis, beverage, health and distribution industries. Our business model supports our scalability, market value creation, adaptability as well as long-term performance. Strengthening our core operations The quarter ended with a strong balance sheet and strong liquidity, underscoring our prudent financial management and giving us the flexibility to make selective investments in strategic growth initiatives.
Mr. Simon continued. “We believe federal realignment will mark an important step forward for medical cannabis in the United States, paving the way for more research, broader physician involvement, and better patient access. Tilray has invested over the years in developing the infrastructure, expertise and discipline necessary to operate successfully in the highly regulated medical markets. With a key role in building a responsible, research-oriented national medical cannabis industry with the team and platform already in place with Tilray Medical US, we intend to leverage the infrastructure, expertise and knowledge developed with Tilray Medical’s expected $150 million medical cannabis business and our new $300 million Tilray Pharma medical distribution platform. trials and partnerships for product development”.
_________________________ ¹Cash and marketable securities and net (borrowed) cash are non-GAAP financial measures. See “Use of Non-GAAP Measures” below for further discussion of these non-GAAP measures and a reconciliation of this non-GAAP measure to our most comparable GAAP measure.
Financial milestones All comparisons with the previous year period
Net income rose 3% in the second quarter to $217.5 million from $211.0 million.
Gross profit in the second quarter was 57.5 million dollars, against 61.2 million dollars.
Gross margin was 26% in the second quarter, up from 29%.
Cannabis net revenue increased 3% to $67.5 million in the second quarter, compared to $65.7 million, driven by 36% growth in international cannabis and 6% growth in Canadian adult cannabis, offset by a lower presence of Canadian bulk cannabis in anticipation of deployment in international markets.
Cannabis’ gross profit rose to $26.1 million in the second quarter, up from $23.2 million.
In the second quarter, hemp gross margin increased to 39% from 35%.
Beverage net revenue in the second quarter was $50.1 million, compared to $63.1 million.
Beverages gross profit in the second quarter was $15.7 million, compared to $25.2 million.
Beverages gross margin was 31% in the second quarter, up from 40%.
Wellness net income was flat at $14.6 million in the second quarter.
Wellness’s gross profit rose to $4.6 million in the second quarter from $4.5 million.
Health’s gross margin increased to 32% from 31% in the second quarter.
Net distribution income, which includes Tilray Pharma, increased to our highest revenue quarter ever to $85.3 million in the second quarter, up from $67.6 million in the second quarter.
The distribution’s gross profit increased to $11.0 million in the second quarter, compared to $8.4 million.
In the second quarter, gross distribution margin increased to 13% from 12%.
Second-quarter net loss improved to $43.5 million from $41.8 million, compared to a net loss of $85.3 million, and second-quarter net loss per share improved to $0 ($0.41) from $0.99.
Adjusted net loss² and adjusted net loss per share2 improved to $(2.0) million and $(0.02) in the second quarter, compared to $(0.02) and adjusted net loss of $(2.2) million and $(0.03). Excluding non-cash income tax charges, adjusted net income and adjusted net income per share would have been $1.6 million and $0.01.
Adjusted EBITDA³ was $8.4 million in the second quarter, compared to $9.0 million.
Cash flows. Cash used in operations improved from $32.2 million to $8.5 million from $40.7 million.
Balance update. In the second quarter, we increased our cash and marketable securities balance to $291.6 million, providing flexibility for strategic opportunities. In addition, we reduced our total outstanding debt by $4.2 million, further strengthening the balance sheet.
Net (debit) Cash position. Our Q1 net debt position of $3.8 million improved sequentially by $31.2 million to a total net cash position of $27.4 million.
Adjusted EBITDA guidance for fiscal 2026 restated to $62 million – $72 million
New Cannabis Ventures’ NCV Newswire aims to gather high-quality content and information about leading cannabis companies to help our readers filter through the noise and stay on top of the most important cannabis business news. The NCV Newswire is edited by an editor and is not, however, automated. Got a secret news tip? Get in touch.