CGC Canopy Growth Corporation

On March 31, 2023 (the “Execution Date”), Canopy Growth Corporation (the “Company”) entered into an agreement (the “Agreement”) to, among other things, purchase 45% of the common shares of Les Serres Vert Cannabis Inc. (the “Purchased Shares”) from Les Serres Stéphane Bertrand Inc., increasing its existing 55% common share holding of Les Serres Vert Cannabis Inc. to 100%. Pursuant to the terms of the Agreement, CAD $8,000,000 of the purchase price for the Purchased Shares is payable in common shares of the Company (the “Common Shares”) valued at the time the Common Shares are issued based on the volume-weighted average price of the Common Shares on the Toronto Stock Exchange (the “TSX”) for specified periods of time prior to the issuance of the Common Shares. The Common Shares will be issued at a future date based on certain factors as provided in the Agreement. Under the terms of the Agreement, if the Common Shares issuable pursuant to the Agreement were issued on the Execution Date, the Company would have issued 3,058,103 Common Shares, or 0.59% of the outstanding Common Shares on the Execution Date. However, depending upon the price of the Common Shares on the TSX at the time the Common Shares are issued under the Agreement, the number of Common Shares issuable could theoretically exceed 1% of the outstanding Common Shares at that time. The Common Shares were sold in reliance on the exemption from securities registration in Section 4(a)(2) under the Securities Act of 1933, as amended.