Canopy Growth (CGC) files for up to $200M share offering

Canopy Growth (NASDAQ: CGC):

We have entered into an Equity Distribution Agreement, dated August 29, 2025 (the “Equity Distribution Agreement”), with BMO Capital Markets Corp. (the “Agent”) and BMO Nesbitt Burns Inc. (the “Canadian Agent” and, together with the Agent, the “Agents”), relating to the sale of our common shares (“Common Shares”) offered by this prospectus supplement and the accompanying prospectus. Under the terms of the Equity Distribution Agreement, we may also make offers and sales of our Common Shares in Canada through the Canadian Agent pursuant to a Canadian prospectus supplement (the “Canadian Prospectus”) on the same terms as this offering, subject to the Canadian Cap (as defined below). The Equity Distribution Agreement provides that we may offer and sell Common Shares having an aggregate offering price of up to $200,000,000 from time to time on or after the date hereof, through the Agent, less any amounts sold in Canada through the Canadian Agent pursuant to the Canadian Prospectus (the “Concurrent Canadian Offering”), provided, however, that (i) in no event will we sell Common Shares in the Concurrent Canadian Offering for aggregate gross sales proceeds exceeding $50,000,000 (the “Canadian Cap”) and (ii) in no event will the combined gross sales proceeds of this offering and the Concurrent Canadian Offering exceed $200,000,000. The Equity Distribution Agreement replaces the Equity Distribution Agreement, dated February 28, 2025, as amended, among us and the Agents, which terminated upon our entry into the Equity Distribution Agreement.

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