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.”