SMITHS
FALLS, ON, Feb. 21, 2023 /CNW/ - Canopy Growth
Corporation ("Canopy Growth" or the "Company") (TSX:
WEED) (NASDAQ: CGC) announced today that it has entered into an
agreement (the "Agreement") with an institutional investor
(the "Institutional Investor") for the purchase and sale of
up to US$150,000,000 aggregate
principal amount of senior unsecured convertible debentures (the
"Convertible Debentures").
Pursuant to the terms of the Agreement, the Institutional
Investor purchased an initial US$100,000,000 of the Convertible Debentures and
an additional US$50,000,000 of the
Convertible Debentures will be purchased in the event that certain
conditions outlined in the Indenture (as defined below) are
satisfied or waived. As further described below, no cash will be
payable by Canopy Growth in any circumstances in respect of
principal, interest or any other amounts owing pursuant to the
terms of the Convertible Debentures.
"Canopy Growth is executing a strategy focused on accelerating
growth and profitability by transforming our Canadian operations
and fast-tracking entry into the U.S. market," said Judy Hong, Chief Financial Officer of Canopy
Growth. "Building on other recent actions taken to enhance cash
flow, this attractive capital immediately adds to Canopy Growth's
cash on hand and provides additional flexibility to continue
advancing strategic priorities".
The Convertible Debentures were purchased pursuant to a
registration statement on Form S-3ASR with the United States
Securities and Exchange Commission with respect to the offer and
sale of the Convertible Debentures and the common shares of the
Company (the "Common Shares") underlying the Convertible
Debentures. The Convertible Debentures were sold at US$1,000 per Convertible Debenture and bear
interest at a rate of 5.0% per annum, payable in Common Shares at
the earlier of (i) the time of conversion of the Convertible
Debentures; or (ii) February 28, 2028
(the "Maturity Date"). No cash payment will be payable by
Canopy Growth in any circumstances in respect of principal,
interest or any other amounts owing pursuant to the terms of the
indenture dated February 21, 2023
between the Company and Computershare Trust Company of Canada (the "Indenture"), as trustee,
governing the Convertible Debentures. The Convertible Debentures
are convertible into Common Shares at the option of the
Institutional Investor at a conversion price equal to 92.5% of the
three-day volume-weighted average price of the Common Shares ending
on the trading day prior to conversion. On the Maturity Date, the
principal amount of the Convertible Debentures, including any
accrued but unpaid interest, will also be paid in Common
Shares.
The Company intends to use the proceeds from the offering for
working capital and general corporate purposes.
Additionally, the Company does not plan to list the Convertible
Debentures on the NASDAQ, or any other securities exchange or other
trading system.
ATB Capital Markets Inc. acted as sole placement agent in
connection with this offering.
About Canopy Growth
Corporation
Canopy Growth Corporation ("Canopy") is a leading North American
cannabis and CPG company dedicated to unleashing the power of
cannabis to improve lives.
Through an unwavering commitment to our consumers, Canopy
delivers innovative products with a focus on premium and mainstream
cannabis brands including Doja, 7ACRES, Tweed, and Deep Space. Our
CPG portfolio features sugar-free sports hydration brand BioSteel,
targeted 24-hour skincare and wellness solutions from This Works,
gourmet wellness products by Martha Stewart CBD, and category
defining vaporizer technology made in Germany by Storz & Bickel.
Canopy has also established a comprehensive ecosystem to realize
the opportunities presented by the U.S. THC market through its
rights to Acreage Holdings, a vertically integrated multi-state
cannabis operator with principal operations in densely populated
states across the Northeast, as well as Wana Brands, a leading cannabis edible brand in
North America, and Jetty Extracts,
a California-based producer of
high-quality cannabis extracts and pioneer of clean vape
technology.
Beyond our world-class products, Canopy is leading the industry
forward through a commitment to social equity, responsible use, and
community reinvestment—pioneering a future where cannabis is
understood and welcomed for its potential to help achieve greater
well-being and life enhancement.
For more information visit www.canopygrowth.com.
Forward Looking
Statements
This news release contains "forward-looking statements"
within the meaning of the United States Private Securities
Litigation Reform Act of 1995 and "forward-looking information"
within the meaning of applicable Canadian securities legislation.
Often, but not always, forward-looking statements and information
can be identified by the use of words such as "plans", "expects" or
"does not expect", "is expected", "estimates", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or state that certain actions,
events or results "may", "could", "would", "might" or "will" be
taken, occur or be achieved. Forward-looking statements or
information involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or
achievements of the Company or its subsidiaries to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking statements or
information contained in this news release. Examples of such
statements and uncertainties include statements with respect to the
second US$50 million tranche of the
offering; the Company's strategy focused on accelerating growth and
profitability; fast-tracking entry into the U.S. market; the
Company's anticipated use of proceeds; and expectations for other
economic, business, and/or competitive factors.
Risks, uncertainties and other factors involved with
forward-looking information could cause actual events, results,
performance, prospects and opportunities to differ materially from
those expressed or implied by such forward-looking information,
including negative operating cash flow; uncertainty of additional
financing; use of proceeds; volatility in the price of the Common
Shares; expectations regarding future investment, growth and
expansion of operations; regulatory and licensing risks; changes in
general economic, business and political conditions, including
changes in the financial and stock markets and the impacts of
increased rates of inflation; legal and regulatory risks inherent
in the cannabis industry, including the global regulatory landscape
and enforcement related to cannabis; additional dilution; political
risks and risks relating to regulatory change; risks relating to
anti-money laundering laws; compliance with extensive government
regulation and the interpretation of various laws regulations and
policies; public opinion and perception of the cannabis industry;
and such other risks contained in the public filings of the Company
filed with Canadian securities regulators and available under the
Company's profile on SEDAR at www.sedar.com and with the United
States Securities and Exchange Commission through EDGAR at
www.sec.gov/edgar, including under the heading "Risk Factors" in
the Company's annual report on Form 10-K for the year ended
March 31, 2022 and its subsequently
filed quarterly reports on Form 10-Q.
In respect of the forward-looking statements and information,
the Company has provided such statements and information in
reliance on certain assumptions that they believe are reasonable at
this time. Although the Company believes that the assumptions and
factors used in preparing the forward-looking information or
forward-looking statements in this news release are reasonable,
undue reliance should not be placed on such information and no
assurance can be given that such events will occur in the disclosed
time frames or at all. Should one or more of the foregoing risks or
uncertainties materialize, or should assumptions underlying the
forward-looking information prove incorrect, actual results may
vary materially from those described herein as intended, planned,
anticipated, believed, estimated or expected. Although the Company
has attempted to identify important risks, uncertainties and
factors which could cause actual results to differ materially,
there may be others that cause results not to be as anticipated,
estimated or intended. The forward-looking information and
forward-looking statements included in this news release are made
as of the date of this news release and the Company does not
undertake any obligation to publicly update such forward-looking
information or forward-looking information to reflect new
information, subsequent events or otherwise unless required by
applicable securities laws.
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SOURCE Canopy Growth Corporation