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INVESTOR PRESENTATIONFebruary 2026
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DISCLAIMERS AND CAUTIONARY STATEMENTSForward-Looking Information (1/4)Unless otherwise noted or the context indicates otherwise, references in this presentation (this “Presentation”) to the “Company,” “Canopy Growth,” “we,” “us” and “our”refer to Canopy Growth Corporation and its direct and indirect wholly-owned subsidiaries and investments accounted for by the equity method.This Presentation (including any information which has been or may be supplied in writing or orally in connection herewith or in connection with any further inquiries)contains “forward-looking statements” within the meaning of applicable securities laws, which involve certain known and unknown risks and uncertainties. To the extentany forward-looking statements in this Presentation constitute “financial outlooks” within the meaning of applicable Canadian securities laws, the reader is cautionedthat this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Forward-lookingstatements predict or describe our future operations, business plans, business and investment strategies and the performance of our investments. These forward-looking statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “strategy,” “estimate,” “expect,” “project,” “projections,” “forecasts,”“plans,” “seeks,” “anticipates,” “potential,” “proposed,” “will,” “should,” “could,” “would,” “may,” “likely,” “designed to,” “foreseeable future,” “believe,” “scheduled” and othersimilar expressions. Our actual results or outcomes may differ materially from those anticipated. You are cautioned not to place undue reliance on these forward-lookingstatements, which speak only as of the date the statement was made.Forward-looking statements include, but are not limited to, statements with respect to: laws and regulations and any amendments thereto applicable to our businessand the impact thereof, including uncertainty regarding the application of U.S. state and federal law to cannabis and hemp (including cannabidiol (“CBD”)) products andthe scope of any regulations by the U.S. Food and Drug Administration, the U.S. Drug Enforcement Administration, the U.S. Federal Trade Commission, the U.S. Patentand Trademark Office, the U.S. Department of Agriculture and any state equivalent regulatory agencies over cannabis and hemp (including CBD) products; expectationsregarding the amount or frequency of impairment losses, including as a result of the write-down of intangible assets, including goodwill; our ability to refinance debt asand when required on terms favorable to us and comply with covenants contained in our debt facilities and debt instruments; the impacts of the Company’s strategy toaccelerate entry into the U.S. cannabis market through the creation of Canopy USA, LLC (“Canopy USA”); expectations for Canopy USA to capitalize on the opportunity forgrowth in the United States cannabis sector and the anticipated benefits of such strategy; the potential acquisition of MTL Cannabis Corp. (“MTL Cannabis”), includingthe timing of closing of the potential MTL Cannabis acquisition; the ability of the Company and MTL Cannabis to receive, in a timely manner and on satisfactory terms,the necessary regulatory, court and shareholder of MTL Cannabis (“MTL Shareholder”) approval; the satisfaction or waiver of the conditions to closing the MTL Cannabisacquisition; the outcome and anticipated benefits of the MTL acquisition; the retention of MTL Cannabis’ core management team; the anticipated timing of the MTLCannabis special meeting of shareholders; the timing and occurrence of the final tranche closing in connection with the acquisition of Lemurian, Inc. (“Jetty”) pursuant tothe exercise of the option to acquire Jetty; the issuance of additional common shares of the Company (each whole share, a “Canopy Share” or a “Share”) to satisfy anydeferred and/or option exercise payments to the shareholders of Mountain High Products, LLC, Wana Wellness, LLC and The Cima Group, LLC (collectively, “Wana”), Jettyand the issuance of additional non-voting and non-participating shares (“Non-Voting Shares”) in the capital of Canopy USA issuable to Canopy Growth from Canopy USAin consideration thereof; the acquisition of additional Class A shares of Canopy USA in connection with the investment in Canopy USA by the Huneeus 2017 IrrevocableTrust (the “Trust”) in the aggregate amount of up to US$20 million, including any warrants of Canopy USA issued to the Trust in accordance with the share purchaseagreement entered into by the Trust and Canopy USA; expectations regarding the potential success of, and the costs and benefits associated with, our acquisitions(including the potential acquisition of MTL Cannabis), equity investments and dispositions; the grant, renewal and impact of any license or supplemental license toconduct activities with cannabis or any amendments thereof; our international activities, including required regulatory approvals and licensing, anticipated costs andtiming, and expected impact; our ability to successfully create and launch brands and further create,
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DISCLAIMERS AND CAUTIONARY STATEMENTSForward-Looking Information (2/4)Launch and scale products in jurisdictions where such products are legal and that we currently operate in; the benefits, viability, safety, efficacy, dosing and social acceptance of cannabis, including CBD and other cannabinoids; our ability to maintain effective internal control over financial reporting; expectations regarding the use of proceeds of equity financings;; the legalization of the use of cannabis for medical or adult-use in jurisdictions outside of Canada, the related timing and impact thereof and our intentions to participate in such markets, if and when such use is legalized; the timing and occurrence of the implementation of the Government of Canada's proposed 2025 federal budget released on November 4, 2025, including the proposed adjustment to the medical cannabis benefit program as well as the expected impact thereof; our ability to execute on our strategy and the anticipated benefits of such strategy; the ongoing impact of the legalization of additional cannabis product types and forms for adult-use in Canada, including federal, provincial, territorial and municipal regulations pertaining thereto, the related timing and impact thereof and our intentions to participate in such markets; the ongoing impact of developing provincial, state, territorial and municipal regulations pertaining to the sale and distribution of cannabis, the related timing and impact thereof, as well as the restrictions on federally regulated cannabis producers participating in certain retail markets and our intentions to participate in such markets to the extent permissible; the timing and nature of legislative changes in the U.S. regarding the regulation of cannabis including tetrahydrocannabinol (“THC”); the future performance of our business and operations; our competitive advantages and business strategies; the competitive conditions of the industry; the expected growth in the number of customers using our products; expectations regarding revenues, expenses and anticipated cash needs; expectations regarding cash flow, liquidity and sources of funding; expectations regarding capital expenditures; the expansion of our production and manufacturing, the costs and timing associated therewith and the receipt of applicable production and sale licenses; expectations with respect to our growing, production and supply chain capacities; expectations regarding the resolution of litigation and other legal and regulatory proceedings, reviews and investigations; expectations with respect to future production costs; expectations with respect to future sales and distribution channels and networks; the expected methods to be used to distribute and sell our products; our future product offerings; the anticipated future gross margins of our operations; accounting standards and estimates; expectations regarding our distribution network; expectations regarding the costs and benefits associated with our contracts and agreements with third parties, including under our third-party supply and manufacturing agreements; our ability to comply with the listing requirements of the Nasdaq Stock Market LLC and the Toronto Stock Exchange (“TSX”); and expectations on price changes for products in cannabis markets.Certain of the forward-looking statements contained herein concerning the industries in which we conduct our business are based on estimates prepared by us usingdata from publicly available governmental sources, market research, industry analysis and on assumptions based on data and knowledge of these industries, which webelieve to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, such data is inherentlyimprecise. The industries in which we conduct our business involve risks and uncertainties that are subject to change based on various factors, which are describedfurther below. The forward-looking statements contained herein are based upon certain material assumptions , including: (i) management’s perceptions of historicaltrends, current conditions and expected future developments; (ii) our ability to generate cash flow from operations; (iii) general economic, financial market, regulatoryand political conditions in which we operate; (iv) the production and manufacturing capabilities and output from our facilities, strategic alliances and equity investments;(v) consumer interest in our products; (vi) competition; (vii) anticipated and unanticipated costs; (viii) government regulation of our activities and products including butnot limited to the areas of taxation and environmental protection; (ix) the timely receipt of any required regulatory authorizations, approvals, consents, permits and/orlicenses; (x) our ability to obtain qualified staff, equipment and services in a timely and cost-efficient manner; (xi) our ability to conduct operations in a safe, efficient andeffective manner; (xii) our ability to realize anticipated benefits, synergies or generate revenue, profits or value from our recent acquisitions into our existing operations;and (xiii) other considerations that management believes to be appropriate in the circumstances.
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DISCLAIMERS AND CAUTIONARY STATEMENTSForward-Looking Information (3/4)While our management considers these assumptions to be reasonable based on information currently available to management, there is no assurance that suchexpectations will prove to be correct. Financial outlooks, as with forward-looking statements generally, are, without limitation, based on the assumptions and subject tovarious risks as set out herein. Our actual financial position and results of operations may differ materially from management’s current expectations.By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility thatexpectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals andpriorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differmaterially from the forward-looking statements in this Presentation and other reports we file with, or furnish to, the Securities and Exchange Commission (the “SEC”) andother regulatory agencies and made by our directors, officers, other employees and other persons authorized to speak on our behalf. Such factors include, withoutlimitation, our limited operating history; risks that we may be required to write down intangible assets, including goodwill, due to impairment; the adequacy of ourcapital resources and liquidity, including but not limited to, availability of sufficient cash flow to execute our business plan (either within the expected timeframe or at all);our ability to maintain an effective system of internal control; the diversion of management time on matters related to Canopy USA; the risks that the Trust’s futureownership interest in Canopy USA is not quantifiable, and the Trust may have significant ownership and influence over Canopy USA; the risks in the event that AcreageHoldings, Inc. (“Acreage”) and Wana cannot satisfy their debt obligations as they become due; risks relating to the dilutive impact of the MTL Cannabis acquisition andfuture resales of the Company’s common shares in the public market by the MTL Cannabis shareholders, which may negatively affect the Company’s common sharestock price; the ability of the Company and MTL Cannabis to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and MTL Shareholderapprovals; the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the MTL Cannabis acquisition; risks related to the value of theCompany’s common shares to be issued pursuant to the MTL Cannabis acquisition; the diversion of management time on issues related to the MTL Cannabis acquisition;volatility in and/or degradation of general economic, market, industry or business conditions; risks relating to the overall macroeconomic environment, which mayimpact customer spending, our costs and our margins, including tariffs (and related retaliatory measures), the levels of inflation, interest rates and trade policy; risksrelating to the evolving regulatory landscape in the United States; risks relating to our current and future operations in emerging markets; compliance with applicableenvironmental, economic, health and safety, energy and other policies and regulations and in particular health concerns with respect to vaping and the use of cannabisproducts in vaping devices; risks and uncertainty regarding future product development; changes in regulatory requirements in relation to our business and products;our reliance on licenses issued by and contractual arrangements with various federal, state and provincial governmental authorities; inherent uncertainty associated withprojections;future levels of revenues and the impact of increasing levels of competition; third-party manufacturing risks; third-party transportation risks; our exposure torisks related to an agricultural business, including wholesale price volatility and variable product quality; changes in laws, regulations and guidelines and our compliancewith such laws, regulations and guidelines; risks relating to inventory write downs; risks relating to our ability to refinance debt as and when required on terms favorableto us and to comply with covenants contained in our debt facilities and debt instruments; risks associated with jointly owned investments; our ability to managedisruptions in credit markets or changes to our credit ratings; the success or timing of completion of ongoing or anticipated capital or maintenance projects;
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DISCLAIMERS AND CAUTIONARY STATEMENTSForward-Looking Information (4/4)risks related to the integration of acquired businesses, including the prompt and effective integration of the Company’s and MTL Cannabis’ businesses and the ability toachieve the anticipated synergies contemplated by the MTL Cannabis acquisition; the timing and manner of the legalization of cannabis in the United States; businessstrategies, growth opportunities and expected investment; counterparty risks and liquidity risks that may impact our ability to obtain loans and other credit facilities onfavorable terms; the potential effects of judicial, regulatory or other proceedings, litigation or threatened litigation or proceedings, or reviews or investigations, on ourbusiness, financial condition, results of operations and cash flows; risks associated with divestment and restructuring; the anticipated effects of actions of third partiessuch as competitors, activist investors or federal, state, provincial, territorial or local regulatory authorities, self-regulatory organizations, plaintiffs in litigation or personsthreatening litigation; consumer demand for cannabis products; the implementation and effectiveness of key personnel changes; risks related to stock exchangerestrictions; risks related to the protection and enforcement of our intellectual property rights; the risks related to our exchangeable shares (the “Exchangeable Shares”)having different rights from the Canopy Shares and there may never be a trading market for the Exchangeable Shares; future levels of capital, environmental ormaintenance expenditures, general and administrative and other expenses; risks related to finalization of the consideration payable by us for the acquisition by CanopyUSA of the remaining interests in Jetty; and the factors discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal yearended March 31, 2025 and the risk factors discussed under the heading “Item 1A. Risk Factors” in the Quarterly Report on Form 10-Q for the quarterly period endedDecember 31, 2025 (the “Form 10-Q”) filed with the SEC and Canadian securities regulators. Readers are cautioned to consider these and other factors, uncertainties andpotential events carefully and not to put undue reliance on forward-looking statements.Forward-looking statements are provided for the purposes of assisting the reader in understanding our financial performance, financial position and cash flows as ofand for periods ended on certain dates and to present information about management’s current expectations and plans relating to the future, and the reader iscautioned that the forward-looking statements may not be appropriate for any other purpose. While we believe that the assumptions and expectations reflected in theforward-looking statements are reasonable based on information currently available to management, there is no assurance that such assumptions and expectationswill prove to have been correct. Forward-looking statements are made as of the date they are made and are based on the beliefs, estimates, expectations and opinionsof management on that date. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates oropinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking statements, except asrequired by law. The forward-looking statements contained in this Presentation and other reports we file with, or furnish to, the SEC and other regulatory agencies andmade by our directors, officers, other employees and other persons authorized to speak on our behalf are expressly qualified in their entirety by these cautionarystatements.All financial information in this Presentation is reported in Canadian dollars unless otherwise indicated.Website ReferencesReferences to information included on, or accessible through, websites do not constitute incorporation by reference of the information contained at or availablethrough such websites, and you should not consider such information to be part of this Presentation.
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NON-GAAP MEASURESAdjusted EBITDA is a non-GAAP measure used by management that is not defined by U.S. GAAP and may not be comparable to similar measures presentedby other companies. Management believes Adjusted EBITDA is a useful measure for investors because it provides meaningful and useful financialinformation, as this measure demonstrates the operating performance of businesses. Adjusted EBITDA is calculated as the reported net income (loss),adjusted to exclude income tax recovery (expense); other income (expense), net; loss on equity method investments; share-based compensation expense;depreciation and amortization expense; asset impairment and restructuring costs; restructuring costs recorded in cost of goods sold; and charges related tothe flow-through of inventory step-up on business combinations, and further adjusted to remove acquisition, divestiture, and other costs. Asset impairmentsrelated to periodic changes to the Company’s supply chain processes are not excluded from Adjusted EBITDA given their occurrence through the normalcourse of core operational activities. Accordingly, management believes that Adjusted EBITDA provides meaningful and useful financial information as thismeasure demonstrates the operating performance of businesses. The Adjusted EBITDA reconciliation is presented within this Presentation and explained inthe Company’s Form 10-Q filed with the SEC and Canadian securities regulators.Free cash flow is a non-GAAP measure used by management that is not defined by U.S. GAAP and may not be comparable to similar measures presented byother companies. Management believes that free cash flow presents meaningful information regarding the amount of cash flow required to maintain andorganically expand the Company’s business, and that the free cash flow measure provides meaningful information regarding the Company’s liquidityrequirements. This measure is calculated as net cash provided by (used in) operating activities less purchases of and deposits on property, plant andequipment. The free cash flow reconciliation is presented within this Presentation and explained in the Form 10-Q filed with the SEC and Canadian securitiesregulators.MTL Cannabis prepares its financial statements in accordance with international financial reporting standards (“IFRS”) whereas the Company prepares itsfinancial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). There are differences in the reporting frameworksbetween IFRS and U.S. GAAP and accordingly, the financial statements of MTL Cannabis may not be comparable with those of the Company.
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Canopy Growth: Positioned for sustainable cannabis market leadership Dedicated to unleashing the power of cannabis in key markets. Asset-RIGHTImproving adaptability to market demands – Owned core assets + leading CMO partnerships. Cannabis centeredBrand & Consumer-ledIndustry-leading brands and products rooted in consumer preferences.Global reachA $70B+ CAD market opportunity by 20281.1Represents adult-use and medical cannabis market forecasts for the U.S., Canada and Germany; and medical cannabis forecasts for Australia, Poland and Czech Republic. Forecasts and estimates are subject to the risk factors described in the Disclaimers and Cautionary Statements section of this Presentation. Source(s): Canada: Internal Proprietary TAM Estimate & Market Model; U.S. and International Markets: BDSA Market Forecasts as of June 2024. In $CAD - 1.32 Currency conversion $USD to $CAD.Dynamic and engaged TeamA collective of dynamic and engaged leaders, united by a passion for cannabis.
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$70b+ Legal CANNABIS MARKET OPPORTUNITY BY 2028 Driven by Gaining Consumer acceptance1 Includes medical and recreational sales,Illicit market not shown, 5-year CAGR: 7% Includes German (med + rec), Poland (med), Czechia (med), Australia (med), and New Zealand (med)5-year CAGR: 10%6.46.66.87.07.243.548.953.257.361.30.80.91.11.31.3 $- $10 $20 $30 $40 $50 $60 $702024 2025 2026 2027 2028CAD $ BillionsCanadaUSAInt'l (Germany, Poland, Czechia, ANZ)1Represents adult-use and medical cannabis market forecasts for the U.S., Canada and Germany; and medical cannabis forecasts for Australia, Poland and Czech Republic. Forecasts and estimates are subject to the risk factors described in the Disclaimers and Cautionary Statements section of this Presentation. Source(s): Canada: Internal Proprietary TAM Estimate & Market Model; U.S. and International Markets: BDSA Market Forecasts as of June 2024. In $CAD - 1.32 Currency conversion $USD to $CAD. Includes medical and recreational sales,Illicit market not shown, 5-year CAGR: 3%
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This information is confidential; it is not to be relied on by any 3rd party without prior written consent.9 Dedicated to being a leader in the cannabis sector:Purpose-Built Structure to Unlock Value Across Core Markets Unified Global Medical Global Cannabis Operations Simplified Canada Adult-Use Canopy USA1 1. Canopy USA holds the U.S. THC investments that were previously held by Canopy Growth. Canopy USA owns 100% of the outstanding equity interests in Acreage and 100% of the outstanding equity interests in Wana. In addition, Canopy USA owns approximately 77% of Jetty. Certain entities over which Canopy USA exercises control (such entities, the “Canopy USA LPs”) may also convert their conditional ownership of TerrAscend Corp. (“TerrAscend”) into common shares of TerrAscend (the “TerrAscend Common Shares”). As of April 30, 2024, as a result of a series of transactions, as further described in the Form 10-Q filed with the SEC and Canadian securities regulators, the Company deconsolidated the financial results of Canopy USA and has a noncontrolling interest in Canopy USA as of such date. Canopy Growth holds Non-Voting Shares of Canopy USAand an interest in the Canopy USA LPs. Until such time as Canopy Growth converts the Non-Voting Shares into Class B shares of Canopy USA (the “Canopy USA Class B Shares”) following the date that the NASDAQ Stock Market or The New York Stock Exchange permit the listing of companies that consolidate the financial statements of companies that cultivate, distribute or possess marijuana (as defined in 21 U.S.C 802) in the United States (the “Stock Exchange Permissibility Date”), Canopy Growth will have no economic or voting interest in Canopy USA or the Canopy USA LPs and these entities will continue to operate independently of Canopy Growth. CAN, GER, POL, AUS Storz & Bickel Canopy Growth has implemented a focused business structure designed to improve execution, drive margin expansion, and unlock value across its most promising commercial opportunities. Each business unit is now fully accountable for its performance, supported by a centralized Global Operations function built to improve supply consistency, product allocation, and planning across markets.
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This information is confidential; it is not to be relied on by any 3rd party without prior written consent.10 Dedicated to being a leader in the cannabis sector: Executing with Discipline Across Each Business Profitable Scale in Canada Adult-UseObjectivesPrioritize high-demand formats with the largest available profit pools. Strengthen planning and execution with cannabis boards and key accounts to ensure the right products are consistently in stock.Focus Simplified Canada Adult-Use Unified Global MedicalCAN, GER, POL, AUSOptimize supply chain and manufacturing to meet demand across medical and adult-use markets, enable smarter product allocation, and improve margins.Right product, right market, always in stockGlobal Medical Cannabis LeadershipExpand portfolio breadth, ensure consistent product availability, and deepen partnerships with healthcare providers, clinics, and patients. Storz & Bickel Enhance margins through production and procurement efficiencies and continue leading the market with distinctive innovations.Uncontested Leadership in Global Vaporization Global Cannabis Operations
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This information is confidential; it is not to be relied on by any 3rd party without prior written consent.11 FOCUS IN FY2026: Driving Growth Through Execution and Discipline1.Accelerate revenue growth in Global Medical through improved supply continuity and deeper market engagement.2.Strengthen commercial execution and margin performance in Canada’s Adult-Use market by focusing on high-demand formats and supply consistency.3.Maintain global vaporizer leadership with Storz & Bickel, supported by enhanced e-commerce capabilities and a new device launched in calendar 2025.4.Progress toward positive Adjusted EBITDA1through disciplined execution, a focused portfolio, and an asset-right operating model—despite ongoing macro headwinds.1. Adjusted EBITDA is a Non-GAAP measure. See Non-GAAP Measures section in the Disclaimers and Cautionary Statements section of this Presentation
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•Cannabis net revenue was $52M in the third quarter ended December 31, 2025 (“Q3 FY2026”), representing an increase of 4% versus the third quarter ended December 31, 2024 (“Q3 FY2025”).•Canada adult-use cannabis net revenue in Q3 FY2026 was $23M, representing an increase of 8% compared to Q3 FY2025. The increase was primarily attributable to growth in infused pre-roll joints ("PRJ") and new All-In-One ("AIO") vapes from Tweed and 7ACRES as well as new Claybourne AIO vapes launched in Q3 FY2026 partially offset by declines in edibles and non-infused PRJs. •Canada medical cannabis net revenue in Q3 FY2026 was $23M, representing an increase of 15% compared to Q3 FY2025 driven by an increase in the number of insured patients and increased order sizes. •International markets cannabis net revenue in Q3 FY2026 decreased 31% compared to Q3 FY2025. The year-over-year decrease is primarily attributable to supply chain challenges in Europe. International markets cannabis net revenue increased sequentially by 22% compared to the three months ended September 30, 2025 ("Q2 FY2026")as shipments into Europe, which began to improve in the second half of Q3 FY2026, benefited from efforts to retool elements of the European supply chain to reduce process bottlenecks.•Cannabis gross margins decreased to 25% in Q3 FY2026 compared to 28% in Q3 FY2025. The year-over-year decrease in the gross margin percentage was primarily attributable to lower sales relating to international markets cannabis and change in sales mix. CANNABIS – Q3 FY2026
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STORZ & BICKEL® – Q3 FY2026•Storz & Bickel net revenue in Q3 FY2026 was $23M, representing an increase of 45% sequentially compared to Q2 FY2026. Growth was primarily attributable to traditionally strong seasonal sales and the first full quarter of sales of the new VEAZYTM. Compared to Q3 FY2025, Storz & Bickel net revenue decreased 9%, primarily attributable to lapping strong sales and continued consumer economic uncertainty.•Storz & Bickel gross margin in Q3 FY2026 was 37%, compared to 40% in Q3 FY2025.Gross margin in Q3 FY2026 was lower due to lower sales and increased tariffs on imports into the United States.
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•Expense reduction initiative launched earlier this year has $29M in annualized savings, including the impact of headcount reductions implemented in January 2026. This exceeds the original $20M target.•Company continues to look for additional efficiencies across the organization. FINANCIAL DISCIPLINE – REDUCING EXPENSES
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Strategic Rationale1 Expected to create Canada’s leading medical cannabis businessExpected to create Canada’s leading medical cannabis businessHarnesses MTL Cannabis’ cultivation capabilities to expand flower supply for global marketsHarnesses MTL Cannabis’ cultivation capabilities to expand flower supply for global marketsEnhances Canopy Growth’s position in key Canadian adult-use categoriesEnhances Canopy Growth’s position in key Canadian adult-use categoriesBolsters leadership strength through retention of critical MTL Cannabis managementBolsters leadership strength through retention of critical MTL Cannabis managementStrengthens Canopy Growth’s presence in Quebec, Canada’s second-largest cannabis marketStrengthens Canopy Growth’s presence in Quebec, Canada’s second-largest cannabis marketExpected to accelerate Canopy Growth’s path to positive adjusted EBITDA2Expected to accelerate Canopy Growth’s path to positive adjusted EBITDA2 MTL Cannabis Shareholders receive attractive premiumMTL Cannabis Shareholders receive attractive premiumProvides MTL Cannabis Shareholders enhanced and effectively immediate liquidityProvides MTL Cannabis Shareholders enhanced and effectively immediate liquidityMTL Cannabis Shareholders gain greater exposure to global cannabis marketMTL Cannabis Shareholders gain greater exposure to global cannabis market 1. See Forward-Looking Information section in the Disclaimers and Cautionary Statements section of this Presentation.2. Adjusted EBITDA is a Non-GAAP Measure. See Non-GAAP Measures section in the Disclaimers and Cautionary Statements section of this Presentation.” See Forward-Looking Information section in the Disclaimers and Cautionary Statements section of this Presentation."
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•Cannabis Expertise - Proven cultivator of craft quality cannabis flower at commercial scale.•Québec Presence – Robust operational and brand/product footprint in Quebec.•Award-Winning Brand -Brand of the Year at the 2024 Grow Up Conference1, recognized as Canada’s #1 budtender-recommended brand2.•Cash Flow Positive - Delivered $84M in net revenue3, 51% gross margin before fair value adjustments4, and $11M in operating cash flow5in the trailing twelve-month period ended September 30, 2025.6 MTL Cannabis: A High-Quality Acquisition 1. Brand of the Year at the 2024 Grow Up Conference, Toronto, Canada2.Recognized as Canada’s #1 budtender-recommended brand in the 2024 Brightfield Study, Brightfield Group, Canadian Budtender Study 2024 (in partnership with O2O). Findings based on a survey of ~670 Canadian budtenders across multiple provinces in Canada.3. TTM Net revenue is calculated using information provided in MTL’s financial results reported for the three-month periods ended September 30, 2025, June 30, 2025, March 31, 2025 and December 31, 2024 as disclosed in MTL’s financial statements filed under MTL’s profile on SEDAR+ at www.sedarplus.ca.4 TTM Gross margin is calculated using information provided in MTL’s financial results reported for the three-month periods ended September 30, 2025, June 30, 2025, March 31, 2025 and December 31, 2024 as disclosed in MTL’s financial statements filed under MTL’s profile on SEDAR+ at www.sedarplus.ca.5. TTM operating cash flow is calculated using information provided in MTL’s financial results reported for the three-month periods ended September 30, 2025, June 30, 2025, March 31, 2025 and December 31, 2024 as disclosed in MTL’s financial statements filed under MTL’s profile on SEDAR+ at www.sedarplus.ca. 6. MTL Cannabis prepares its financial statements in accordance with international financial reporting standards (“IFRS”) whereas the Company prepares its financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). There are differences in the reporting frameworks between IFRS and U.S. GAAP and accordingly, the financial statements of MTL Cannabis may not be comparable with those of the Company.
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Transaction SuMMARY Proposed Transaction❖Canopy Growth to acquire all of the issued and outstanding shares of MTL Cannabis by way of a court approved Plan of Arrangement❖MTL Shareholders will receive consideration for each common share of MTL Cannabis (each whole share, a "MTL Share") equal to: (i) 0.32 of a common share of Canopy Growth; and (ii) $0.144 in cash. Transaction implies a value of $0.91 per MTL Share based on the closing price of Canopy Shares on the TSX as of December 12, 2025❖The Transaction provides MTL Shareholders with a premium per MTL Share of approximately 45% based on the average 20-day VWAP of MTL Shares on the Canadian Stock Exchange (“CSE”) and Canopy Growth Shares on the TSX as of December 12, 2025Key Approvals & Conditions❖Approved by the Boards of Directors of both companies❖MTL Shareholder approval required❖Fairness opinion provided to MTL ❖Regulatory and court approvals required, as well as other customary closing conditionsTiming❖Special meeting of MTL Shareholders is scheduled to take place on February 17, 2026❖Expected closing in March 2026 For more information, please see https://www.canopygrowth.com/investors/ Canopy Shares
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Canopy USA1UPDATE TERRASCEND5- MSO Vertical integration in in PA, NJ, MI & CA, licensed operations in MD ACREAGE4- MSO Vertical integrationfromcultivation to retail Jetty3 - extracts Authentic vape experience and award-winning technologyWANA2- gummies An innovative North American cannabis edibles brand1.Canopy Growth holds Non-Voting Shares of Canopy USA and until such time as Canopy Growth converts the Non-Voting Shares into Canopy USA Class B Shares following the Stock Exchange Permissibility Date, Canopy Growth will have no economic or voting interest in Canopy USA, Acreage, Wana, Jetty or TerrAscend and these entities will continue to operate independently of Canopy Growth. See risk factors described in the Disclaimers and Cautionary Statements section of this Presentation. 2.The close of Canopy USA’s acquisition of 100% of Wana, inclusive of Wana Wellness, LLC, The CIMA Group, LLC, and Mountain High Products, LLC was announced on October 9, 2024.3.The close of Canopy USA’s acquisition of approximately 77% of Jetty was announced on June 4, 2024. 4.The close of Canopy USA’s acquisition of 100% of Acreage was announced on December 9, 2024. 5.The Canopy USA LPs hold an aggregate of 64,564,487 TerrAscend Common Shares on an as-converted basis and 22,474,130 TerrAscend Common Share purchase warrants (the “TerrAscend Warrants”). Assuming full exercise of the TerrAscend Warrants, the Canopy USA LPs will hold an aggregate of 87,038,617 TerrAscend Common Shares on an as-converted basis assuming conversion of the TerrAscend exchangeable shares held by the Canopy USA LPs as of December 31, 2025.6.Note 13 of the Notes to Consolidated Financial Statements contained in the Form 10-K filed with the SEC provides summarized balance sheet information, at December 31, 2024, and income statement information, for the eight months ended December 31, 2024, for the Canopy USA equity method investments. The summarized financial statement information presents the consolidated performance of Canopy USA, including Wana, Jetty, and Acreage from their respective date of acquisition close until December 31, 2024.•Canopy USA is fully operational under the leadership of President, Brooks Jorgensen.•Canopy USA is focused on streamlining operations and leveraging its people, products, and footprint to drive growth and scale. •Canopy USA has secured an additional US$22 million in funding for Acreage. Canopy USA1Investment directly held by the Canopy USA LPs Canopy USA1 Operating Businesses
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Q3 FY2026 FINANCIAL RESULTS
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Q3 FY2026 KEY FINANCIAL HIGHLIGHTS 1Adjusted EBITDA and Free Cash Flow are Non-GAAP Measures. See Non-GAAP Measures section in the Disclaimers and Cautionary Statements section of this Presentation. vs.Q3 FY2025Q3 FY2026(CDN in millions)-$75Net Revenue(300bps)29.0%Gross Margin17%$(3.0)Adjusted EBITDA1 32%$(19)Free Cash Flow1 24%$371Cash / Marketable Secs. Canopy Growth delivered Consolidated Net Revenue of $75Min Q3 FY2026, flat to Q3 FY2025. Main drivers of revenue were:Cannabis net revenue increased 4% compared to a year agodriven by growth in Canada adult-use and Canada medical, offset by a decline International markets cannabis revenue.Storz & Bickel revenue declined 9% compared to a year ago. Storz & Bickel net revenue increased sequentially by 45% compared to Q2 FY2026. The sequential quarter increase was primarily attributable to traditionally strong seasonal sales and the first full quarter of sales of the new VEAZYTMvapourizer.Consolidated Gross Margins in Q3 FY2026 was 29%, representing a decline of 300 bps compared to the same period last year. Q3 FY2026 Adjusted EBITDA1was a loss of $3MM, representing a improvement of 17% compared to Q3 FY2025 driven primarily by lower SG&A expenses.Free cash flow was an outflow1of $19MM in Q3 FY2026, down from an outflow of $28 million in the same period last year. The year-over-year decrease in free cash outflow is primarily driven by a reduction in cash interest payments as a result of our debt paydowns as well as year-over-year improvements in working capital.
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REVENUE PERFORMANCE BY CHANNEL1 1 In Q3 FY2026, we are reporting our financial results for the following two reportable segments: (i) Cannabis; and (ii) Storz & Bickel.2 Includes excise taxes of $13,239 and other revenue adjustments, representing our determination of returns and pricing adjustments, of $324 for the three months ended December 31, 2025 (three months ended December 31, 2024 - excise taxes of $9,335 and other revenue adjustments of $924).3 Includes excise taxes of $2,611 for the three months ended December 31, 2025 (three months ended December 31, 2024 - $2,148).4 Reflects other revenue adjustments of $933 for the three months ended December 31, 2025 (three months ended December 31, 2024 - $62). vs.Q3 FY2025Q3 FY2025Q3 FY2026(in thousands of Canadian dollars, unaudited)Cannabis8%$21,153$22,927Canada adult-use cannabis2 15%$19,575$22,511Canada medical cannabis3 (31%)$8,974$6,209International markets cannabis4 4%$49,702$51,647(9%)$25,059$22,894Storz & Bickel-%$74,761$74,541Net Revenue
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GROSS MARGIN PERFORMANCEDrivers of Q3 FY2026Consolidated Gross Margin Performance (-) The year-over-year decrease in the gross margin percentage was primarily attributable to lower sales relating to international markets cannabis and change in sales mix. (+) Storz & Bickel gross margin in Q2 FY2025 was lower due to lower sales and increased tariffs on imports into the United States. Consolidated Gross Margin32%29%0%10%20%30%40%Q3 FY25Q3FY26Storz & BickelGross Margin40%37%0%10%20%30%40%50%Q3 FY25 Q3 FY26Q3FY25Q3FY26 Gross Margin Year-over-Year Change By Reportable Segment Cannabis Gross Margin28%25%0%10%20%30%Q3 FY25Q3FY26
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DEBT442 304 295 228 225 - 100 200 300 400 500 600Q3 FY25 Q4 FY25 Q1 FY26 Q2 FY26 Q3 FY26 Total Debt Balance($CAD M) Reduced overall debt to $217M in Q3 FY2026Strong financial position with $371M in cash and cash equivalents and net cash position of $146M as at December 31, 2025
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APPENDIX
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ADJUSTED EBITDA1(NON-GAAP) RECONCILIATION 1. Adjusted EBITDA is a Non-GAAP Measure. See Non-GAAP Measures section in the Disclaimers and Cautionary Statements section of this Presentation..
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FREE CASH FLOW1(NON-GAAP) RECONCILIATION 1 Free Cash Flow is a Non-GAAP Measure. See Non-GAAP Measures section in the Disclaimers and Cautionary Statements section of this Presentation.
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