Canopy Growth (CGC) Announces $30 Million Private Placement

Canopy Growth Corporation ("Canopy Growth" or the "Company") (TSX: WEED) (Nasdaq: CGC), today announced that it has entered into subscription agreements (the "Subscription Agreements"), dated as of January 9, 2024, with certain institutional investors (the "Investors") in a private placement offering (the "Offering") of 6,993,007 units ("Units") at a price per Unit of US$4.29 for aggregate gross proceeds of approximately US$30,000,000.

The purpose of the Offering is to provide the Company with additional liquidity of US$30MM to further strengthen Canopy Growth's financial position. Proceeds are expected to be used to pay down debt, which is consistent with the Company's strategy for overall debt reduction, as well as for working capital and other general corporate purposes.

Each Unit will be comprised of (a) one common share of the Company (a "Common Share") and (b)(i) one Series A Common Share purchase warrant (a "Series A Warrant") or (ii) one Series B Common Share purchase warrant (a "Series B Warrant" and, together with the Series A Warrants, the "Warrants"). Each Warrant will entitle the holder to acquire one Common Share from the Company at a price equal to US$4.83. The Series A Warrants will be exercisable immediately following the closing of the Offering for a period of five years from such date and the Series B Warrants will be exercisable for a period commencing on the date that is six-months following the closing of the Offering and ending on the date that is five years following such date. The Company has also agreed to provide the Investors with customary registration rights.

The closing of the private placement pursuant to the Subscription Agreements is expected to occur on or about January 10, 2024, subject to customary closing conditions.

This news release is issued pursuant to Rule 135c under the Securities Act of 1933 and shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. Any offering of the securities under the resale registration statement will only be by means of a prospectus.

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