Canopy Growth Corp. and MTL Cannabis Corp. announced that they have entered into a definitive agreement under which Canopy Growth will acquire all of the issued and outstanding common shares of MTL and settle all of the debt and debt instruments owed by MTL in a transaction valued at approximately $125 million on an all-equity basis and approximately $179 million on an enterprise value (TEV) basis.
Under the terms of the agreement, each MTL shareholder will receive a fixed consideration for each MTL share equal to: (i) 0.32 of a Canopy Growth common share (each whole share, a “Canopy Growth Share”) and (ii) $0.144 in cash.
MTL was founded by Quebec entrepreneurs and brothers Richard and Michel Clément, who built the company around a deep commitment to growing high-quality cannabis flowers. The quality of cannabis products produced through MTL’s disciplined, artisan approach to growing has earned national recognition, including being named Canada’s #1 recommended brand by enthusiasts in the Brightfield 2024 study.1. MTL provides proven operational excellence, loyal customer demand and experience in producing cannabis that works for the market. Canopy Growth intends to leverage the expertise of the MTL team as it continues to expand its line of cannabis products.
“MTL offers 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,” said Canopy Growth CEO Luc Mangeau. “Their growing experience combined with our national scale allows us to improve product quality, expand supply and accelerate our path to profitable growth. Together, we are building a stronger and more competitive Canadian business for the long term.”
“MTL was built on the idea that high-quality flowers, grown with care and consistency, will always earn the trust of consumers and patients,” said MLT Cannabis Co-Founder and Chief Cultivation Officer Richard Cleman. “Joining Canopy Growth gives us a platform to bring this philosophy to more Canadians. Our respective portfolios are very complementary and we see a great opportunity to expand MTL’s reach through Canopy Growth’s national distribution and retail relationships. We are incredibly proud of what our team has built and look forward to working with Canopy Growth to continue to elevate Canadian cannabis.”
Key transaction points are available for agreement here.
1 Recognized as Canada’s #1 Budtender Recommended Brand in the Brightfield 2024 Study, Brightfield Group, Canadian Budtender Study 2024 (in partnership with O2O). Findings based on a survey of ~670 Canadian youth in several Canadian provinces.
Statistics Canada released October retail sales for the country, with Cannabis sales decline from September levels, down 4.7% to C$451.7 million. This sequential decline was further reduced on a daily basis due to the higher number of days compared to the previous month. September, originally reported at C$475.0 million, was revised slightly lower to C$473.9 million. October sales fell 0.9% year-over-year, down 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 equal to the previous lowest annual growth rate since the start of legalization, which was -0.9% in September 2024, and it was significantly down from the 9.1% growth in December. August’s record level was only 1.8% higher than last year’s index. Total sales are expected to grow 4.5% to C$5.39 billion in 2024 and 4.3% year-to-date 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 0.1% from September and 3% from a year ago. Alberta grew 5.5% from September and 4% from a year ago. British Columbia was down 55.0% from September, as it was down 54% from a year ago, while Quebec was up 8.8% from September and 31% from a year ago.
November sales data will be released on January 23.
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 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.
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.
You are reading this week’s edition of New Cannabis Ventures, a weekly magazine we have published since October 2015. The newsletter includes unique insight to help our readers stay ahead of the curve, as well as links to the most important news of the week. We no longer email them like we used to, but post this and all newsletters on our website here.
friends,
Canadian LP stocks have been quite strong this year. I’ll provide an update on the November action on Friday, but the NCV Canadian Cannabis LP Index ended today at 59.32, leaving the 13-stock index up 18.4% in 2025. Some readers may attribute the demonstration to Village Farms, but Village Farms is not on the NDAASQ index for that reason alone. Village Farms is on the NCV Global Cannabis Stock Index, which is down 11.1% year-to-date. It is also in MSOS, which is down 10.0% so far in 2025.
I’ve written very optimistically about some of the Canadian LPs over the past few years, and very negatively about others. Newsletter articles on Canadian LPs over the past eighteen months include:
It’s been a little over three months since Canadian LPs have been the focus of this newsletter, and I want to provide an update today as we head into the end of the year, with these stocks outperforming the hemp sector. At 420 Investor, I include 5 Canadian LPs in my 19-stock Focus List, including Canopy Growth, Cronos Group, Organigram, Tilray Brands, and Village Farms. These are all in the Global Cannabis Stock Index, along with Aurora Cannabis and SNDL. Here’s how they’ve performed since 8/8, the day before news of a possible US move broke:
Here are my current thoughts on each.
Canopy growth. it was unpleasant, but all that dilution fixed their balance sheet. I don’t see the stock, which is down 56.0% in 2025, as attractive, and I remain concerned about their US operations being held as an investment rather than as part of their operations (to maintain a NASDAQ listing).
Cronos Group. I’m not much of a fan of it, other than the huge cash and such a large majority ownership by Altria. That said, it makes up 6.7% of my model portfolio at 420 Investor, despite being the strongest LP of the five, up 23.0% year-to-date.
Organigram. I like the balance and the valuation seems about right. What matters is that their actions were strong. This week, the company announced a new CEO, who will take over in mid-January. I don’t know much about him, but he spent two decades at British American Tobacco, which owns a lot of OGI. The stock has pulled back a lot and is down 0.6% in 2025. I include it in my model portfolio at 11.9%.
Tilray Brands. I am not a fan of this company at all and they have zero involvement in the US state regulated cannabis market. I thought they were bullshitting the MedMen and I’m glad their investment was completely written off. The latest ban on hemp products, which will take effect next year, undermines the efforts they’ve been making with THC drinks. I really liked it when it was under $1 earlier this year, as I expressed here, but now I don’t care. The stock will reverse split after the close on Monday. I don’t have a problem with this at all, but many investors don’t like reverse splits. TLRY closed at $1.03 but announced a reverse split after the close. Compared to last year, it decreased by 21.8%.
Village farmers. I loved it earlier this year, and I loved it when they made their big move in May to divest themselves of their produce business. The stock is very much up (418.2% year-to-date in my opinion) and not widely followed by Wall Street. The company didn’t provide any guidance, but analysts’ estimates look really high. I think many are excited about their potential win in the Texas medical cannabis market, which is in the process of expanding from 3 licensed producers to 15, with news from VFF on 12/1. This Texas is excited about program changes and producer expansion, but I’m still not excited about the potential financial impact that could eat into cash and not be recognized on the income statement. Note that MSOS has acquired a position (in the summer ahead of news of a possible realignment). The ETF currently has 3.5 million shares, a position of 2.2 percent of the ETF, although it sold 2 percent of its holdings when it hit redemption last week.
I write a lot about Canadian LPs on Seeking Alpha, and you always can look at my articles more details there. This past weekend I upgraded my rating on Organigram from Hold to Buy and downgraded my rating on Village Farms from Sell to Strong Sell. Last week I upgraded Canopy Growth from Strong Sell to Hold after being very negative for quite some time. In late September, I downgraded Tilray Brands to Strong Sell. That one rallied sharply a few days later on their Q1 report, but failed. In mid-September, I initiated coverage of SNDL via selling. At 420 Investor, I include 5 Canadian LPs in my Focus List, including Canopy Growth, Cronos Group, Organigram, Tilray Brands, and Village Farms.
Canadian LPs are doing better than most other sectors. I’ve written positively about hemp REITs, and they seem like a better bet to me. I think investors should be careful with Canadian LPs as they are no longer as cheap as they used to be and have been buoyed by enthusiasm for MSOs since the potential realignment was announced in August, although the realignment will not affect them. I hope there are improvements in Canadian taxation, distribution and regulation, as these changes can help LPs. Until then, I suggest caution.
I wish everyone a Happy Thanksgiving.
Sincerely,
Alan:
New Cannabis Ventures publishes curated articles as well as exclusive news. Here is what we published last week.
Follow Alan for real-time updates X.com:. Share and discover industry news with like-minded people on the largest group of cannabis investors and entrepreneurs LinkedIn:.
Stay on top of the most important communications from public companies by watching what’s coming cannabis investor calendar.
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
