Canopy Growth Corp

At the Meeting, Shareholders will be asked to consider, and if deemed advisable, pass a special resolution authorizing the Amendment Proposal in order to: (i) create a new class of Exchangeable Shares; and (ii) restate the rights of the Shares to provide for a conversion feature whereby each Share may at any time, at the option of the holder, be converted into one Exchangeable Share. The Exchangeable Shares will not carry voting rights, rights to receive dividends or other rights upon dissolution of Canopy.

Background

The Amendment Proposal stems from extensive planning that the Company has undertaken based on consultation, analysis and developments with respect to the U.S. cannabis industry. The following is a summary of certain events leading up to the formation and public announcement of Canopy USA. Our Board and management team regularly reviews the Company’s overall corporate strategy and long-term strategic plan with the goal of maximizing Shareholder value. As the U.S. cannabis industry continues to develop, Canopy regularly considers opportunities to gain exposure to the U.S. cannabis market. However, in this regard, please see the disclosure under the heading “Risk Factors Relating to the Amendment Proposal”.

On October 16, 2017, the Toronto Stock Exchange (the “TSX”) provided clarity regarding the application of Sections 306 (Minimum Listing Requirements) and 325 (Management) and Part VII (Halting of Trading, Suspension and Delisting of Securities) of the TSX Company Manual (collectively, the “TSX Requirements”) to issuers with business activities in the cannabis sector. In TSX Staff Notice 2017-0009 (the “TSX Staff Notice”), the TSX stated that issuers with ongoing business activities that violate U.S. federal law regarding cannabis are not in compliance with the TSX Requirements. The TSX noted that these non-compliant business activities may include (i) direct or indirect ownership of, or investment in, entities engaging in activities related to the cultivation, distribution or possession of cannabis in the United States, (ii) commercial interests or arrangements with such entities, (iii) providing services or products specifically targeted to such entities, or (iv) commercial interests or arrangements with entities engaging in providing services or products to U.S. cannabis companies. The TSX reminded issuers that, among other things, should the TSX find that a listed issuer is engaging in activities contrary to the TSX Requirements, the TSX has the discretion to initiate a delisting review. As a TSX-listed issuer, Canopy was and remains subject to the TSX Requirements and accordingly is prohibited from owning or investing, either directly or indirectly, in entities engaging in activities related to the cultivation, distribution or possession of cannabis in the United States that could be deemed to violate applicable federal laws relating to cannabis.

In the summer of 2018, Canopy engaged legal counsel to consider potential structuring alternatives which could allow Canopy to engage in legal and stock exchange compliant transactions with U.S. cannabis businesses in order to create Shareholder value and provide conditional exposure to the largest cannabis market in the world contingent upon federal legalization. At the same time, Canopy was advised that TerrAscend Corp. (“TerrAscend”)** **was interested in pursuing U.S. business opportunities in the cannabis sector, which would be contrary to certain covenants made to Canopy. After significant discussion, deliberation and proposed structure alternatives, Canopy and TerrAscend entered into an arrangement agreement in order for Canopy to reorganize its interest in TerrAscend to holdnon-voting andnon-participating shares (the “TerrAscend Exchangeable Shares”), which would be convertible into common shares of TerrAscend for no cash consideration upon legalization of cannabis under applicable federal laws in the United States.

On April 18, 2019, Canopy and Acreage Holdings, Inc. (“Acreage”) entered into an arrangement agreement (the “Original Acreage Arrangement Agreement”) pursuant to which Canopy was granted the right (the “Acreage Option”)** to **acquire all of the issued and outstanding shares of Acreage on the date that federal laws in the United States were amended to permit the general cultivation, distribution and possession of marijuana (as defined in 21 U.S.C 802) or to remove the regulation of such activities from the federal laws of the United States (the “Triggering Event”), unless such Triggering Event restriction is waived by Canopy. On June 27, 2019, following approval by the shareholders of Acreage of the granting of the Acreage Option, the Company made a $300 million payment to the shareholders of Acreage.

On March 10, 2020, the Company and a subsidiary of TerrAscend entered into a loan in the amount of C$80.5 million pursuant to which a subsidiary of TerrAscend issued a secured debenture to the Company (the “TerrAscend Canada Loan”) and, in order to provide Canopy with additional conditional exposure to TerrAscend, TerrAscend issued Canopy 17,808,975 common share purchase warrants (“TerrAscend Warrants”). 15,656,242 of the TerrAscend Warrants issued on March 10, 2020 are exercisable at a price of C$5.14 per share and the remaining 2,152,733 TerrAscend Warrants issued on March 10, 2020 are exercisable at a price of C$3.74 per share. The amount owed pursuant to the TerrAscend Canada Loan was permitted to be set off against the exercise prices of the TerrAscend Warrants issued on March 10, 2020.

On June 24, 2020, based on changing market conditions, the Company and Acreage entered into a proposal agreement to amend the terms of the existing plan of arrangement made pursuant to the Original Acreage Arrangement Agreement (the “Amended Acreage Arrangement”) and enter into the second amendment to the Original Acreage Arrangement Agreement, which reduced the exchange ratio upon closing of the acquisition of the Fixed Shares to 0.03048 of a Share (after giving effect to the Company’s share consolidation effective December 15, 2023) per Fixed Share. Shareholders of Acreage voted in favor of the amended plan of arrangement, which was implemented on September 23, 2020, at which time, the Company made a payment of $37.5 million to the shareholders of Acreage. At the same time, a subsidiary of the Company and a subsidiary of Acreage entered into a loan in the amount of up to $100 million pursuant to a secured debenture (the “Acreage Hemp Loan”).

On December 10, 2020, in order to further enhance the Company’s conditional interests in TerrAscend, a wholly owned subsidiary of the Company and another subsidiary of TerrAscend entered into a loan in the amount of $20 million pursuant to which such subsidiary of TerrAscend issued a secured debenture to a wholly owned subsidiary of the Company (the “Arise Loan”) and TerrAscend issued 2,105,718 TerrAscend Warrants. 1,926,983 of the TerrAscend Warrants issued on December 10, 2020 are exercisable at a price of C$15.28 per share and the remaining 178,735 TerrAscend Warrants issued on December 10, 2020 are exercisable at a price of C$17.19 per share. The amount owed pursuant to the Arise Loan was permitted to be set off against the exercise prices of the TerrAscend Warrants issued on December 10, 2020.

On December 21, 2020, in order to divest of the Company’s interest in RIV Capital Inc. (formerly Canopy Rivers inc.) (“RIV”) in connection with RIV’s desire to pursue opportunities in the U.S. cannabis sector, the Company and RIV entered into an arrangement agreement pursuant to which, among other things, the Company acquired additional TerrAscend Exchangeable Shares, 2,559,437 TerrAscend Warrants and a C$13.2 million loan receivable owing by a subsidiary of TerrAscend (the “TerrAscend Canada RIV Loan”). The arrangement with RIV was completed on February 23, 2021. The TerrAscend Warrants acquired on February 23, 2021 included 2,225,714 TerrAscend Warrants issued on February 4, 2020 exercisable at a price of C$5.95 per share and the remaining 333,723 TerrAscend Warrants issued on October 1, 2019 exercisable at a price of C$6.49 per share. The amount owed pursuant to the TerrAscend Canada RIV Loan was permitted to be set off against the exercise price of the TerrAscend Warrants issued on February 4, 2020.

On January 13, 2021, in order to further increase Canopy’s conditional ownership of TerrAscend, the Company and a third-party entered into an option agreement pursuant to which Canopy has the right to acquire 1,072,450 common shares of TerrAscend upon the occurrence of a Triggering Event, unless such restriction is waived by Canopy, for an aggregate exercise price of C$1.00.

On March 1, 2021, as payment for the redemption of the Company’s interest in More Life Growth Company ULC, the Company received a warrant to acquire 15% of the common units of Strix II, LLC (the “Strix Warrant”) upon the occurrence of a Triggering Event, unless such restriction is waived by Canopy, for an aggregate exercise price of $1.50, subject to adjustment in the event of additional security issuances by Strix II, LLC prior to the date of the Triggering Event.

Throughout 2021, as cannabis regulatory advancements continued across various U.S. states, the Company continued to evaluate potential accretive growth opportunities in the United States. The Company considered a wide variety of target companies and on October 14, 2021, the Company entered into a series of option agreements pursuant to which certain subsidiaries of Canopy, being Canopy Elevate I LLC, Canopy Elevate II

LLC and Canopy Elevate III LLC (collectively, the “Canopy Elevate Entities”) have the right to** **acquire all of the issued and outstanding securities of Mountain High Products, LLC, Wana Wellness, LLC and The Cima Group, LLC (collectively, “Wana”) upon the occurrence of a Triggering Event, unless such restriction is waived by the Canopy Elevate Entities (the “Wana Option”). As consideration for the Wana Option, the Canopy Elevate Entities made an upfront cash payment of $297.5 million. The estimated deferred payments associated with the exercise of the Wana Option as of September 30, 2023 was approximately C$19.5 million, which can be satisfied either in cash or Shares at the election of the Canopy Elevate Entities. The mailing address and telephone number of the principal executive offices of Wana are: 1668 Valtec Lane, Suite A, Boulder, Colorado 80301; (720) 315-6191.

In addition, on December 22, 2021, a wholly owned subsidiary of the Company entered into an option agreement pursuant to which it has the right (the “Cultiv8 Option”) to acquire 19.99% of the membership interests of Cultiv8 Interests, LLC upon the occurrence of a Triggering Event, unless such restriction is waived, for an aggregate exercise price of $1.00. As consideration for the Cultiv8 Option and the associated collaboration agreement between the parties, a wholly owned subsidiary of the Company made an upfront cash payment of $5 million.

To further enhance its conditional exposure to the U.S. cannabis sector, on May 18, 2022, the Company entered into a series of option agreements pursuant to which Canopy Oak, LLC, a subsidiary of Canopy (“Canopy Oak”), has the right to** **acquire a majority of the issued and outstanding shares of Lemurian, Inc. (“Jetty”) upon the occurrence of a Triggering Event (the “First Options”), with Canopy Oak retaining the right to acquire the remaining issued and outstanding shares of Jetty at any time during the period commencing on the later of (i) the date that is 24 months from May 17, 2022 and (ii) the date that is 18 months following the date on which the First Options are exercised, and ending on the date that is 12 months after such commencement date (the “Second Option” and, together with the First Options, the “Jetty Option****s”). As consideration for the Jetty Options, Canopy Oak made an upfront cash payment of approximately $22.5 million and Canopy issued 8,426,539 Shares (prior to giving effect to the Company’s share consolidation effective December 15, 2023). The estimated deferred payments associated with the exercise of the Jetty Options as of September 30, 2023 was approximately nil, which can be satisfied either in cash or Shares at the election of Canopy Oak. The mailing address of the principal executive offices of Jetty is: 1137 57th Avenue, Oakland, California 94621.

Following completion of the various strategic U.S. transactions by the Company, Canopy’s conditional U.S. investments included, among other things, the Acreage Option, the Wana Option, the Jetty Options, the Cultiv8 Option, the Strix Warrant, 38,890,570 TerrAscend Exchangeable Shares, an aggregate of 22,474,130 TerrAscend Warrants, the TerrAscend Canada Loan, the Arise Loan, the TerrAscend Canada RIV Loan and an option to acquire 1,072,450 common shares of TerrAscend (collectively, the “Structured U.S. Investments”). As a result of the various investments, counterparties and definitive agreements representing the Structured U.S. Investments, in early 2022, the Company began to consider structural options to consolidate such investments as the time, complexity and cost associated with monitoring and valuing each underlying asset became increasingly onerous. In addition, as the cost of capital globally, but in particular in the cannabis sector, increased and new financing opportunities became increasingly limited, management of the Company believed that consolidation of the Structured U.S. Investments would also provide Acreage, Wana and Jetty with cost-saving opportunities through the realization of potential synergies that may be developed across the broader Canopy USA platform.

In considering a consolidation of the Structured U.S. Investments, the Company analyzed various alternative options, including, a spin-out of the Structured U.S. Investments to its Shareholders (a “Spin-Out”), either with or without a future call option on the new entity, or the direct acquisition of Acreage, Wana and Jetty by the Company (the “Direct Strategy”). It was determined by the Company that a Spin-Out would not be in the best interest of the Company or its Shareholders as certain Shareholders, including CBI, would not want to or be permitted to hold equity securities in an entity that violates U.S. federal laws. In addition, a Spin-Out would result in a newly formed publicly listed entity and therefore the anticipated cost synergies associated with taking Acreage private by virtue of the Floating Share Arrangement would not have been realized. Further, the Direct Strategy would have violated various contractual covenants that the Company had provided to third-parties, including CBI, the TSX, the Nasdaq and the lenders under its term loan credit agreement dated March 18, 2021, as amended from time to time (the “Credit Agreement”). In particular, the Direct Strategy would have required the Company to repay all amounts owing under the Credit Agreement as well as the remaining balance under the previously outstanding Canopy Notes (as defined below).

After several months of analysis and structuring with legal counsel and financial and tax advisors, the Company finalized a structural path in August 2022 to form and transfer the Structured U.S. Investments, other than the Acreage Option, to Canopy USA. In determining the final structural path, the Company was required to negotiate with numerous contractual third-parties while simultaneously seeking guidance from regulatory authorities to determine not only a permissible transaction structure but also ensuring that the transfer of the Structured U.S. Investments to Canopy USA was completed in a manner that was efficient and effective, minimizing adverse outcomes, particularly in light of various cross-border transactions between Canada and the United States. Ultimately, Canopy USA was formed as a Delaware limited liability company on September 1, 2022 and the internal reorganization was completed on October 24, 2022.

On October 24, 2022, Canopy USA and the Company entered into an agreement with, among others, Nancy Whiteman, the controlling shareholder of Wana, which was amended and restated on May 19, 2023, whereby subsidiaries of Canopy USA agreed to pay additional consideration in order to acquire the Wana Option and the future payments owed in connection with the exercise of the Wana Option will be reduced to $3.00 in exchange for the issuance of Class A shares (the “Canopy USA Common Shares”) of Canopy USA and Shares (the “Wana Amending Agreement”). In accordance with the terms of the Wana Amending Agreement, Canopy USA Common Shares and Shares will be issued to the shareholders of Wana, each with a value equal to 7.5% of the fair market value of Wana as of the later of: (i) the date that the Wana Option is exercised; and (ii) the T1 Investment (as defined below) closing date (the “Wana Valuation Date”) less any net debt of Wana as of the Wana Valuation Date plus any net cash of Wana as of Wana Valuation Date. The value of Wana and the number of Canopy USA Common Shares will be determined based on the fair market value of Wana and the Canopy USA Common Shares, respectively, as determined by an appraiser appointed by the Company and an appraiser appointed by the shareholders of Wana (and, if required, a third appraiser to be appointed by the initial two appraisers). The Canopy USA Common Shares and Shares will only be issued to Ms. Whiteman, or entities controlled by Ms. Whiteman on the later of: (i) the date of exercise of the Wana Option and (ii) the date that CBG and Greenstar have converted their Shares into Exchangeable Shares. The Wana Amending Agreement may be terminated and no Canopy USA Common Shares or Shares will be issued to Ms. Whiteman, or entities controlled by Ms. Whiteman in the event that CBG and Greenstar have not converted their Shares into Exchangeable Shares by 60 days after the Meeting. The Canopy USA Common Shares issuable to Ms. Whiteman, or entities controlled by Ms. Whiteman, will also be subject to a repurchase right exercisable at any time after the 36 month anniversary of the closing of the transaction contemplated by the Wana Amending Agreement (the “Wana Repurchase Right”) to repurchase all Canopy USA Common Shares that have been issued at a price per Canopy USA Common Share equal to fair market value as determined by an appraiser. As part of this agreement, Canopy USA has granted Ms. Whiteman the right to appoint one member to the Canopy USA board of managers and a put right on the same terms and conditions as the Wana Repurchase Right.

CBI, the Company’s largest shareholder,** **has indicated its current intention to convert all of its Shares into Exchangeable Shares and to no longer hold any equity interest in the Company other than Exchangeable Shares. On October 24, 2022, we entered into the Consent Agreement pursuant to which, we agreed, among other things, that following the conversion by CBG and Greenstar of their Shares into Exchangeable Shares, other than the Consent Agreement and the termination rights contained therein and any Canopy Notes held by Greenstar, all agreements between the Company and CBI will terminate including the Investor Rights Agreement (as defined below), the First Consent Agreement (as defined below) and the Second Consent Agreement (as defined below) will be terminated. We also anticipate that the CBI nominees that are currently sitting on the Board, being Judy Schmeling, Garth Hankinson and James Sabia, will resign as directors of the Company following the termination of the Investor Rights Agreement. In such circumstances, the Company will reconstitute the committees of the Board in order to remain in compliance with Nasdaq requirements.

On October 24, 2022, the Company also entered into an arrangement agreement with Canopy USA and Acreage, as amended on March 17, 2023 May 31, 2023, August 31, 2023, October 31, 2023 and December 29, 2023 (the “Floating Share Arrangement Agreement”), pursuant to which, subject to the terms and conditions of the Floating Share Arrangement Agreement, Canopy USA will acquire all of the issued and outstanding Class D subordinate voting shares of Acreage (the “Floating Shares”) by way of a court-approved plan of arrangement (the “Floating Share Arrangement”)** in exchange for 0.045 of a Share (after giving effect to the Company’s share consolidation effective December 15, 2023) for each Floating Share held. The acquisition of the Floating Shares by Canopy USA pursuant to the Floating Share Arrangement is expected to occur immediately prior to the acquisition by Canopy USA of the Class E subordinate voting shares of Acreage (the “Fixed Shares”); provided that in the event that the Exchangeable Shares are not created or CBG and Greenstar do not convert their Shares into Exchangeable Shares, the Floating Share Arrangement Agreement will be terminated. The Company announced on October 25, 2022 that it was intended that the option to acquire the Fixed Shares would be exercised following the Meeting (assuming the Amendment Proposal is approved) and the conversion by CBI of its Shares into Exchangeable Shares. Upon closing of the Floating Share Arrangement and the Amended Acreage Arrangement, all of the shares of Acreage will be held by Canopy USA. Canopy will not hold any Fixed Shares or Floating Shares of Acreage. The Floating Share Arrangement received the requisite approval from the holders of Acreage Floating Shares at the special meeting of Acreage shareholders held on March 15, 2023 and on March 20, 2023 Acreage obtained a final order from the Supreme Court of British Columbia approving the Floating Share Arrangement. The Floating Share Arrangement Agreement has been amended several times to extend the Exercise Outside Date (as defined in the Floating Share Arrangement Agreement), which was initially March 31, 2023. The most recent amendment to the Floating Share Arrangement Agreement extended the Exercise Outside Date to March 31, 2024. The completion of the Floating Share Arrangement is subject to satisfaction or, if permitted, waiver of certain closing conditions, including, among others, approval of the Amendment Proposal on or prior to the Exercise Outside Date. See “—There can be no certainty that all conditions to the Floating Share Arrangement and the amended Acreage Arrangement Agreement will be satisfied or waived,including*, in* the case of the Floating Share Arrangement,* obtaining* approval of the Amendment Proposal by the Exercise Outside Date*, which may result in the acquisition of Acreage not being completed,” and “—Acreage’s financial statements express doubt about its ability to continue as a going concern,”in each case, under the heading “Risk Factors Relating to the Amendment Proposal.”*

The Company, on behalf of Canopy USA, also agreed to issue Shares with a value of approximately $30.5 million to certain unitholders (the “Holders”) of High Street Capital Partners, LLC, a subsidiary of Acreage (“HSCP”), in order to reduce a potential liability of approximately $92.5 million pursuant to HSCP’s amended tax receivable agreement. In connection with the foregoing, 5,648,927 Shares (prior to giving effect to the Company’s share consolidation effective December 15, 2023) with a value of approximately $15.0 million were issued to certain Holders on November 4, 2022 as the first installment under this agreement with and 7,102,081 Shares (prior to giving effect to the Company’s share consolidation effective December 15, 2023) with a value of approximately $15.0 million were issued to certain Holders on March 17, 2023. The Company registered the resale of such Shares under the Securities Act of 1933, as amended (the “Securities Act”).

The Company, on behalf of Canopy USA, also agreed to issue Shares with a value of approximately $19.5 million to certain directors, officers or consultants of Acreage pursuant to HSCP’s existing tax receivable bonus plans to be issued immediately prior to completion of the Floating Share Arrangement. The Company agreed to register the resale of such Canopy Shares under the Securities Act.

Given the Company’s previous cash payments totaling $337.5 million to shareholders of Acreage in order to acquire the Acreage Option and the qualification in Acreage’s financial statements raising doubt about Acreage’s ability to continue as a going concern, the Company determined that it was prudent that a wholly-owned subsidiary of the Company (“Acreage Debt Optionholder”) acquire an option to purchase the outstanding principal of Acreage’s debt, being an amount up to $150 million (the “Acreage Debt”) from Acreage’s existing lenders (the “Lenders”) in exchange for an option premium payment of $28.5 million (the “Option Premium”). The Acreage Debt Optionholder will have the right to exercise the option at its discretion, and if the option is exercised, the Option Premium will be used towards settlement of the outstanding principal of Acreage Debt. In the event that Acreage repays the Acreage Debt on or prior to maturity, the Option Premium will be returned to the Acreage Debt Optionholder. In the event that Acreage defaults on the Acreage Debt and the Acreage Debt Optionholder does not exercise its option to acquire the Acreage Debt, the Option Premium will be released to the Lenders. The Amendment Proposal has no impact on the option to acquire the Acreage Debt and the Option Premium will only be returned to the Acreage Debt Optionholder if Acreage repays the Acreage Debt on or prior to maturity or in the event the Acreage Debt becomes due and payable in circumstances that do not constitute an event of default in accordance with the option agreement between the Acreage Debt Optionholder and the Lenders. See “—There** can be no certainty that all conditions to the Floating Share Arrangement and the amended Acreage Arrangement Agreement will be satisfied or waived, including, in the case of the Floating Share Arrangement, obtainingapproval of the Amendment Proposal by the Exercise Outside **Date, which may result in the acquisition of Acreage not being completed,” and “—Acreage’s financial statements express doubt about its ability to continue as a going concern,” in each case, under the heading “Risk Factors Relating to the Amendment Proposal.”

On October 25, 2022, the Company announced the formation of Canopy USA, the entering into of the Consent Agreement and the Floating Share Arrangement Agreement, the issuance of Shares to the Holders, the option to acquire the Acreage Debt from the Lenders, the intention to exercise the option to acquire the Fixed Shares and the Meeting in order to consider the Amendment Proposal.

On November 4, 2022, Canopy, at the direction of Canopy USA, issued 5,648,927 Shares (prior to giving effect to the Company’s share consolidation effective December 15, 2023) to the Holders and Canopy USA issued an additional 15,220,478 Non-Voting Shares to a wholly-owned subsidiary of the Company.

On December 9, 2022, Canopy USA and certain limited partnerships that are controlled by Canopy USA entered into a debt settlement agreement with TerrAscend and certain of its subsidiaries whereby all of the debt obligations, including all principal and interest, owing pursuant to the TerrAscend Canada Loan, the Arise Loan and the TerrAscend Canada RIV Loan were extinguished and all of the previously issued TerrAscend Warrants controlled by Canopy USA were cancelled in exchange for the issuance of 24,601,467 TerrAscend Exchangeable Shares and new TerrAscend Warrants expiring on December 31, 2032. The new TerrAscend Warrants were issued as follows: 2,152,733 TerrAscend Warrants with an exercise price of $3.74; 15,656,242 TerrAscend Warrants with an exercise price of $5.14; 2,225,714 TerrAscend Warrants with an exercise price of $5.95; 333,723 TerrAscend Warrants with an exercise price of $6.49; 1,926,983 TerrAscend Warrants with an exercise price of $15.28; and 178,735 TerrAscend Warrants with an exercise price of $17.19. Accordingly, Canopy USA beneficially owns (as defined under Canadian securities laws), and exercises control or direction over, 63,492,037 TerrAscend Exchangeable Shares and 22,474,130 TerrAscend Warrants and an option to acquire 1,072,450 common shares of TerrAscend, representing approximately 18.5% of the issued and outstanding shares of TerrAscend.

On March 17, 2023, Canopy, at the direction of Canopy USA, issued 7,102,081 Shares (prior to giving effect to the Company’s share consolidation effective December 15, 2023) to the Holders and Canopy USA issued an additional 15,546,978 Non-Voting Shares to a wholly owned subsidiary of the Company.

On May 19, 2023 and again on January 25, 2024, Canopy and Canopy USA restructured Canopy’s interests in Canopy USA in an effort to ensure that Canopy would be able to deconsolidate the financial results of Canopy USA from Canopy’s financial statements in accordance with U.S. GAAP by, among other things (collectively, the “Structural Amendments”): (i) reducing Canopy’s economic interest in Canopy USA to no greater than 90%; (ii) reducing the number of managers on Canopy USA’s board of managers from four to three, as well as reducing Canopy’s nomination right to a single manager; (iii) modifying the terms of the initial protection agreement and Canopy USA’s initial limited liability company agreement in order to (a) eliminate certain negative covenants that were previously granted by Canopy USA in favor of Canopy, (b) delegate to the Class A Nominees (as defined below) the authority to approve Key Decisions (as defined below), which for greater certainty means that the Canopy Nominee (as defined below) will not be permitted to vote on any Key Decisions while the Company owns Non-Voting Shares and (c) following the execution of the Amended and Restated Limited Liability Company Agreement, provide that the Non-Voting Shares are only convertible into Canopy USA Class B Shares following the Triggering Event Date; and (iv) amending the terms of any agreements with third-party investors in Canopy USA to, among other things, eliminate any guaranteed returns.

Accordingly, Canopy will deconsolidate the financial results of Canopy USA from Canopy’s financial statements in accordance with U.S. GAAP upon the completion of the following:

As a result of the fact that Canopy will deconsolidate the financial results of Canopy USA, Canopy expects to account for its interest in Canopy USA as an equity method (fair value) investment. The Company has kept Nasdaq apprised of structural developments with respect to Canopy USA and based on communications with Nasdaq Regulation, the Company is not aware of any reason that would cause the Company to not be in compliance with Nasdaq listing rules following the expected deconsolidation of Canopy USA in connection with the implementation of the Share Capital Amendments (as defined below) and the Structural Amendments.

In connection with the Structural Amendments, the initial limited liability company agreement of Canopy USA was amended to provide for, among other things, the following:

In addition, upon execution of the Amended and Restated Limited Liability Company Agreement, the Non-Voting Shares may only be converted into Canopy USA Class B Shares following the Triggering Event Date.

In connection with the Structural Amendments, the initial protection agreement was amended and restated on May 19, 2023 and on January 25, 2024 to implement administrative updates and modify certain negative covenants to account for the Share Capital Amendments and the Governance Amendments. For more information, see “Amendment Proposal—Structure of Canopy USA—Governance and Restrictions.”

On May 19, 2023, Canopy USA and Huneeus 2017 Irrevocable Trust (the “Trust”) entered into a share purchase agreement (the “Trust SPA”), which sets out the terms of the Trust’s investment in Canopy USA in the aggregate amount of up to $20 million (the “Trust Transaction”). Agustin Huneeus Jr. is the trustee of the Trust and is an affiliate of a former shareholder of Jetty.

Trust Transaction – First Tranche

Pursuant to the terms of the Trust SPA, the Trust will purchase such number of Canopy USA Common Shares with a value of $5 million (the “T1 Canopy USA Common Shares”) at a purchase price per T1 Canopy USA Common Share equal to the fair market value of the T1 Canopy USA Common Shares as of December 31, 2023 calculated in accordance with the terms of the Trust SPA (the “T1 Purchase Price”) and such number of warrants as is equal to: (i) half of the number of T1 Canopy USA Common Shares issued to the Trust (the “T1-1 Canopy USA Warrants”), with each full T-1 Canopy USA Warrants exercisable into one Voting Share (as defined in the Amended and Restated Limited Liability Company Agreement) at an exercise price equal to the T1 Purchase Price per Voting Share until the seventh anniversary of the issuance of the T1 Canopy USA Common Shares (the “T1 Expiry Date”); (ii) one quarter of the number of T1 Canopy USA Common Shares issued to the Trust (the “T1-2 Canopy USA Warrants”), with each full T1-2 Canopy USA Warrant exercisable into one Voting Share at an exercise price equal to two times the T1 Purchase Price per Voting Share until the T1 Expiry Date; and (iii) the aggregate number of T1-1 Canopy USA Warrants and T1-2 Canopy USA Warrants (the “T1-3 Canopy USA Warrants”, together with the T1-1 Canopy USA Warrants and the T1-2 Canopy USA Warrants, the “T1 Canopy USA Warrants”), with each full T1-3 Canopy USA Warrant exercisable into one Voting Share at an exercise price equal to three times the T1 Purchase Price per Voting Share until the T1 Expiry Date; provided that T1 Canopy USA Warrants will not vest or become exercisable unless Canopy USA acquires either Acreage, Wana or Jetty by August 31, 2024 (collectively, the “T1 Investment”). The Trust will be required to complete the T1 Investment in accordance with the terms of the Trust SPA within five business days following the approval of the Amendment Proposal provided that all of the following conditions to the T1 Investment, as further described in the Trust SPA, have been satisfied or waived:

Trust SPA) will be true and correct and (b) that are not so qualified will be true and correct in all material respects as of closing of the T1 Investment (the “T1 Closing” and such date of the T1 Closing, the “T1 Closing Date”);

Trust Transaction – Second Tranche

In accordance with the terms of the Trust SPA, the Trust will, subject to certain conditions, including, but not limited to the condition that Canopy USA acquires Acreage, purchase additional Canopy USA Common Shares with a value of $5 million (the “T2 Canopy USA Common Shares”) at a purchase price per T2 Canopy USA Common Share equal to the fair market value of the T2 Canopy USA Common Shares at the applicable time (the “T2 Purchase Price”) and such number of warrants as is equal to: (i) half of the number of T2 Canopy USA Common Shares issued to the Trust (the “T2-1 Canopy USA Warrants”), with each full T2-1 Canopy USA Warrant exercisable into one Voting Share at an exercise price equal to the T2 Purchase Price per Voting Share until the seventh anniversary of the issuance of the T2 Canopy USA Common Shares (the “T2 Expiry Date”); (ii) one quarter of the number of T2 Canopy USA Common Shares issued to the Trust (the “T2-2 Canopy USA Warrants”), with each full T2-2 Canopy USA Warrant exercisable into one Voting Share at an exercise price equal to two times the T2 Purchase Price per Voting Share until the T2 Expiry Date; and (iii) the aggregate number of T2-1 Warrants and T2-2 Warrants (the “T2-3 Canopy USA Warrants”, together with the T2-1 Canopy USA Warrants and the T2-2 Canopy USA Warrants, the “T2 Canopy USA Warrants”), with each full T2-3 Canopy USA Warrant exercisable into one Voting Share at an exercise price equal to three times the T2 Purchase Price per Voting Share until the T2 Expiry Date (collectively, the “T2 Investment”). The Trust will be required to complete the T2 Investment in accordance with the terms of the Trust SPA on the date that is five business days following the closing of the Canopy USA’s acquisition, directly or indirectly, of a majority of the issued and outstanding shares of Acreage (the “T2 Investment Date”), provided that all of the conditions to the T2 Investment, as further described in the Trust SPA, have been satisfied or waived:

have occurred, but have been cured or are otherwise not present as of the proposed T2 Closing Date;

For greater certainty, the material provisions of the T1 Investment and the T2 Investment are set out in the table below:

Trust Investment – Additional Options

Notwithstanding the foregoing, in the event that (i) Canopy USA acquires Acreage and (ii) certain enumerated events of default set out in the Trust SPA have either occurred, but are not cured prior to, or are present on, theT2 Investment Date, the Trust will have the right, but not the obligation (the “T2 EoD Option”), exercisable at any time within five days of the T2 Investment Date, to acquire the T2 Canopy USA Shares and the T2 Canopy USA Warrants on the same economic terms as the T2 Investment.

In addition, pursuant to the terms of the Trust SPA, in the event that:

Pursuant to the Trust SPA, the Trust also has the right, but not the obligation (the “Canopy USA T3 Option”), exercisable at any time from and after the date of the Trust SPA until the 24 month anniversary of the T1 Closing Date, to acquire (a) Voting Shares with a value of up to $5 million (the “T3 Canopy USA Voting Shares”) at a purchase price equal to the fair market value of the Voting Shares being acquired at the applicable time (the “Option Exercise Price”) and (b) the following warrants for each Voting Share issued to the Trust (collectively, the “T3 Canopy USA Warrants”): (i) one-half of a warrant, with each full warrant exercisable into one Voting Share at an exercise price equal to the Option Exercise Price until the seventh anniversary of the date of issuance (the “Option Exercise Expiry Date”); (ii) one-quarter of a warrant, with each full warrant exercisable into one Voting Share at an exercise price equal to two times the Option Exercise Price until the Option Exercise Expiry Date; and (iii) three-quarters of a warrant, with each full warrant exercisable into one Voting Share at an exercise price equal to three times the Option Exercise Price until the Option Exercise Expiry Date. In addition, pursuant to the terms of the Trust SPA, the Trust has the right, but not the obligation (the “Canopy USA T4 Option”), exercisable at any time from and after the date of the Trust SPA until the 24 month anniversary of the T1 Closing Date, to acquire Voting Shares with a value of up to $5 million (the “T4 Canopy USA Voting Shares”) at a purchase price equal to the fair market value of the Voting Shares being acquired at the applicable time (the “T4 Option Exercise Price”).

As a result of the T1 Purchase Price, the T2 Purchase Price, the Option Exercise Price and the T4 Option Exercise Price being determined by a future fair market valuation in accordance with the terms of the Trust SPA, the Trust’s ownership interest in Canopy USA is not currently known and is not quantifiable as of the date hereof. See “Risk Factors Relating to the Amendment Proposal—The Trust’s ownership interest in Canopy USA is currently not quantifiable and the Trust may have significant ownership and influence over Canopy USA upon completion of the Trust Transaction.”

Following the closing of the T1 Investment, a wholly owned subsidiary of the Company will continue to hold the Non-Voting Shares in the capital of Canopy USA and Canopy USA Common Shares and Shares will be issued to the shareholders of Wana, each with a value equal to 7.5% of the fair market value of Wana. Canopy USA retains a call right (the “Repurchase Right”) exercisable at any time after the 60 month anniversary of the T1 Closing Date, to repurchase all Voting Shares held by the Trust at a price per Voting Share equal to the fair market value as determined by an appraiser appointed by Canopy USA; provided that if the repurchase occurs on or prior to the earlier of Canopy USA’s acquisition of Acreage, Wana or Jetty, the Repurchase Right can be exercised at the initial subscription price of such Voting Share. The Trust has also been granted the right to appoint one member to the Canopy USA board of managers and a put right following the conversion of the Non-Voting Shares into Canopy USA Class B Shares on the same terms and conditions as the Repurchase Right.

Structure of Canopy USA

Capital Structure

A wholly owned subsidiary of Canopy currently holds Non-Voting Shares of Canopy USA, representing more than 99% of the issued and outstanding shares of Canopy USA on an as-converted basis. The Non-Voting Shares do not carry voting rights, rights to receive dividends or other rights upon dissolution of Canopy USA and are exchangeable into Canopy USA Class B Shares at any time; provided that following the execution of the Amended and Restated Limited Liability Company Agreement, such exchange shall only be permitted following the Triggering Event Date. As a result, while the Company holds Non-Voting Shares, Canopy USA does not have the ability to dividend funds to Canopy.

As of the date hereof, a third-party investor, Yama Investments Inc., an entity controlled by Yasser Wally, holds 100,000 Canopy USA Common Shares, being all of the issued and outstanding Canopy USA Common Shares. 11065220 Canada Inc., a wholly owned subsidiary of the Company holds 172,777,526 Non-Voting Shares, being all of the issued and outstanding Non-Voting Shares. There are no outstanding Canopy USA Class B Shares as of the date hereof. Pursuant to the Share Capital Amendments in connection with the Structural Amendments, in no circumstances will the Company, at the time of the conversions, own more than 90% of the issued and outstanding Canopy USA Class B Shares.

Pursuant to the Trust SPA, Canopy USA has agreed to issue: (i) the T1 Canopy USA Common Shares and the T1 Canopy USA Warrants pursuant to the T1 Investment; (ii) the T2 Canopy USA Common Shares and the T2 Canopy USA Warrants in accordance with the terms of either the T2 Investment, the T2 EoD Option, the T2 Notice Option or the T2 Option; (iii) the T3 Canopy USA Voting Shares and T3 Canopy USA Warrants in accordance with the terms of the Canopy USA T3 Option; and (iv) the T4 Canopy USA Voting Shares in accordance with the Canopy USA T4 Option, to the Trust with a total aggregate value of up to $20 million. The purchase price and the number of Canopy USA securities issuable to the Trust will be determined based on the fair market value of such Canopy USA securities being issued in accordance with the terms of the Trust SPA. If the Amendment Proposal does not receive the requisite approval, the Trust will not be issued any securities of Canopy USA pursuant to the Trust SPA.

In addition, pursuant to the Wana Amending Agreement, Canopy USA has agreed to issue Canopy USA Common Shares to the shareholders of Wana with a value equal to 7.5% of the fair market value of Wana as of the Wana Valuation Date less any net debt of Wana as of the Wana Valuation Date plus any net cash of Wana as of the Wana Valuation Date. The value of Wana and the number of Canopy USA Common Shares will be determined based on the fair market value of Wana and the Canopy USA Common Shares, respectively, as determined by an appraiser appointed by the Company and an appraiser appointed by the shareholders of Wana (and, if required, a third appraiser to be appointed by the initial two appraisers). If the Amendment Proposal does not receive the requisite approval, the Exchangeable Shares are not created or CBG and Greenstar do not convert their Shares into Exchangeable Shares, Canopy USA will terminate the Wana Amending Agreement and no additional Canopy USA Common Shares will be issued to the shareholders of Wana.

Ownership Interests of Canopy USA

Canopy USA currently holds, directly or indirectly, the following:

The transfer of these assets to Canopy USA did not result in material tax consequences for the Company and its subsidiaries or any tax consequences for the Shareholders. In addition, based on current laws in Canada and the United States, there will not be any tax consequences to the Company, its subsidiaries, Canopy USA or the Shareholders in the event that the Non-Voting Shares are converted into Canopy USA Class B Shares. In addition, Canopy and Canopy USA have not entered into any agreements with respect to tax arrangements between the parties.

In the event that the Exchangeable Shares are not created or CBG and Greenstar do not convert their Shares into Exchangeable Shares, Canopy USA will not be permitted to exercise the rights to acquire shares of Acreage, Wana or Jetty and the Floating Share Arrangement Agreement will be terminated. In such circumstances, Canopy will retain its option to acquire the Fixed Shares** **under the Amended Acreage Arrangement and Canopy USA will continue to hold an option to acquire Wana and Jetty as well as exchangeable shares, warrants and an option to acquire common shares in the capital of TerrAscend. In addition, the Amended and Restated Limited Liability Company Agreement will not be entered into and the Company is contractually required pursuant to the terms of the Consent Agreement, to convert the Non-Voting Shares into Canopy USA Class B Shares and cause Canopy USA to repurchase all of the Canopy USA Common Shares held by third parties in the event that the Consent Agreement is terminated, which will occur if CBG and Greenstar have not converted their Shares into Exchangeable Shares by 60 days after the Meeting. Canopy USA has the right to repurchase any Voting Shares held by the Trust on or before the earlier of Canopy USA’s acquisition of Acreage, Wana or Jetty in exchange for the amount paid by the Trust for such Voting Shares and any repurchase following the 60 month anniversary of the T1 Closing Date pursuant to the Trust SPA will be at a price per Voting Share equal to the fair market value as determined by an appraiser appointed by Canopy USA.

Governance and Restrictions

The Canopy USA board of managers is intended to consist of three managers, but is currently comprised of two managers (David Klein and Ms. Whiteman), with one vacancy. The Trust has the right to appoint one member to the Canopy USA board of managers (the “Trust Nominee”) until such time as the Trust holds less than 4.4% of the issued and outstanding Canopy USA Common Shares. The Trust intends to appoint Mr. Robert Hambrecht, who is unaffiliated with the Company, as the Trust Nominee to fill the vacancy on the Canopy USA board of managers, such appointment to become effective as of the date of the first issuance of Canopy USA Common Shares to the Trust pursuant to the Trust SPA. Ms. Whiteman also has the right to appoint one member to the Canopy USA board of managers (the “Whiteman Nominee”, together with the Trust Nominee, the “Class A Nominees”) until such time as Ms. Whiteman beneficially holds 10.0% or less of the issued and outstanding Canopy USA Common Shares; provided that irrespective of whether Ms. Whiteman beneficially holds more than 10% of the Canopy USA Common Shares, such right shall exist until at least the 24 month anniversary of the date of the first issuance of Canopy USA Common Shares to Ms. Whiteman. Ms. Whiteman has appointed herself to the Canopy USA board of managers. A wholly owned subsidiary of the Company has the right to appoint one manager to the Canopy USA board of managers. The Company has appointed David Klein to the Canopy USA board of managers. The managers of Canopy USA do not have any fiduciary or other duties to Canopy’s shareholders.

As a result of the limited rights associated with the Non-Voting Shares, Canopy and Canopy USA have entered into the Amended and Restated Protection Agreement to provide for certain negative covenants in order to preserve the value of the Non-Voting Shares until such time as the Non-Voting Shares are converted into Canopy USA Class B Shares but does not provide Canopy with the ability to direct the business, operations or activities of Canopy USA.

The Amended and Restated Protection Agreement requires Canopy USA to maintain and preserve its business organizations, properties, assets, rights, employees, goodwill and business relationships and provides Canopy with the ability to restrict the operations of Canopy USA, including,among other things, prohibitions on the following activities without the prior consent of Canopy:

In addition, the Amended and Restated Protection Agreement requires Canopy USA to, among other things: (a) maintain its good standing and qualification to conduct business in its jurisdiction of formation and in any other jurisdiction in which it is so qualified; and (b) obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are required in order to maintain material contracts and in order to permit the conversion of the Non-Voting Shares into Canopy USA Class B Shares.

The Amended and Restated Protection Agreement also includes various information rights that require Canopy USA to notify the Company of certain specified developments and provide ongoing monthly and annual financial information. There are no tax, operating or services agreements between Canopy USA and the Company and it is anticipated that Canopy USA will hire certain executives of Wana and/or Jetty, following completion of the acquisitions of such entities, as officers of Canopy USA. Until such time, it is anticipated that the Canopy USA board of managers will make any decisions necessary for Canopy USA as there are no current employees of Canopy USA given that Canopy USA currently does not have any business operations and is merely a holding company for the Wana Option, Jetty Options, Cultiv8 Option, Strix Warrant, Acreage Hemp Loan and the various TerrAscend securities; provided that in no circumstances will the Canopy Nominee be entitled to vote on any Key Decisions while the Company owns Non-Voting Shares.

The Company does not have the ability to unilaterally make decisions with respect to the business, operations or activities of Canopy USA as the Company only has the right to appoint one of the three members of the Canopy USA board of managers and the Canopy Nominee is prohibited from voting on any Key Decisions while the Company owns Non-Voting Shares. In addition, the Amended and Restated Protection Agreement only provides for negative covenants. As further discussed above by virtue of Canopy USA’s governance provisions, the Company does not currently, and is not expected to, control or direct the business, operations or activities of Canopy USA at any time while the Company holds Non-Voting Shares and Canopy will not have the ability or obligation to provide funds to Canopy USA. Once the Non-Voting Shares have been converted into Canopy USA Class B Shares, it is expected that we will control Canopy USA and exercise Canopy USA’s rights to repurchase all of the Canopy USA Class B Shares held by third-parties such that following federal permissibility of cannabis in the U.S. and the satisfaction of certain conditions contained in the agreements with third-party investors in Canopy USA, we will have the ability to own up to 100% of Canopy USA.

Potential Acquisitions by Canopy USA

Acreage

If the Amendment Proposal is approved and CBG and Greenstar have converted their Shares into Exchangeable Shares, subject to the terms and conditions of the Floating Share Arrangement Agreement, Canopy USA will acquire all of the issued and outstanding Floating Shares. The acquisition by Canopy USA of the Floating Shares pursuant to the Floating Share Arrangement Agreement is expected to occur immediately prior to the acquisition of the Fixed Shares by Canopy USA. The Floating Share Arrangement Agreement has been amended several times to extend the Exercise Outside Date (as defined in the Floating Share Arrangement Agreement), which was initially March 31, 2023. The most recent amendment to the Floating Share Arrangement Agreement extended the Exercise Outside Date to March 31, 2024. The completion of the Floating Share Arrangement is subject to satisfaction or, if permitted, waiver of certain closing conditions, including, among others, approval of the Amendment Proposal on or prior to the Exercise Outside Date. See “—There can be no certainty that all conditions to the Floating Share Arrangement and the amended Acreage Arrangement Agreement will be satisfied or waived, including, in the case of the Floating Share Arrangement, obtaining approval of the Amendment Proposal by the Exercise Outside Date, which may result in the acquisition of Acreage not being completed,”and “—Acreage’s financial statements express doubt about its ability to continue as a going concern,”in each case, under the heading “Risk Factors Relating to the Amendment Proposal.”

The Floating Share Arrangement obtained the requisite approval from the holders of Floating Shares at the special meeting of Acreage shareholders held on March 15, 2023. Canopy will not hold any Fixed Shares or Floating Shares of Acreage.

Based on the number of issued and outstanding Fixed Shares as of December 31, 2023, it is anticipated that approximately 2.93 million Shares would be required to be issued in connection with the acquisition of the Fixed Shares by Canopy USA, assuming all conditions to such acquisition have been satisfied or waived. Based on the number of issued and outstanding Floating Shares as of December 31, 2023 it is anticipated that approximately 1.92 million Shares would be required to be issued in connection with the acquisition of the Floating Shares by Canopy USA, assuming all conditions to such acquisition have been satisfied or waived. A wholly owned subsidiary of Canopy will receive additional Non-Voting Shares from Canopy USA as consideration for the issuance of Shares that Acreage shareholders will receive in accordance with the Amended Acreage Arrangement and the Floating Share Arrangement. It is anticipated that Canopy USA will own all of the issued and outstanding shares of Acreage.

Wana

If the Amendment Proposal is approved and CBG and Greenstar have converted their Shares into Exchangeable Shares, Canopy USA is expected to exercise the Wana Option. In accordance with the terms of the Wana Option, as amended by the Wana Amending Agreement, upon exercise of the Wana Option, the Canopy Elevate Entities are required to make a payment to the shareholders of Wana equal to $3.00 in the aggregate. In addition, the terms of the Wana Option require the Canopy Elevate Entities to make additional deferred payments (the “Wana Deferred Payments”) as of the 2.5- and 5-year anniversary of October 14, 2021. The Wana Deferred Payments may be satisfied, at the option of the Canopy Elevate Entities, in cash or in Shares, computed based on a pre-determined contractual formula as follows:

Certain modifications to the Wana Deferred Payments may be made in accordance with the terms of the Wana Amending Agreement but no such modifications have been finalized. It is anticipated that the Wana Deferred Payments will be satisfied in Shares. Exercising the Wana Option will result in a nominal cash payment to Nancy Whiteman or entities controlled by Ms. Whiteman. In accordance with the terms and conditions of the Amended and Restated Protection Agreement, a wholly owned subsidiary of Canopy will receive additional Non-Voting Shares from Canopy USA as consideration for any Shares issued as a result of the Wana Deferred Payments.

Jetty

If the Amendment Proposal is approved and CBG and Greenstar have converted their Shares into Exchangeable Shares, Canopy USA is also expected to exercise the Jetty Options. In accordance with the terms of the Jetty Options, upon exercise of the Jetty Options, Canopy Oak is required to make payment to the shareholders of Jetty equal to: (a) in respect of the First Options, $2.00 in the aggregate; and (b) in respect of the Second Option, the product of (x) the average fair market value of Jetty as of the date of the exercise of the Second Option, subject to a floor of 3.25 times Jetty’s net revenue during the 12 month period immediately preceding such date of exercise, and (y) the percentage obtained by dividing (i) the total number of shares of Jetty subject to the Second Option as of the date of exercise of the Second Option by (ii) the total number of issued and outstanding securities of Jetty (including securities convertible or exercisable for capital stock of Jetty, but excluding any “out-of-the-money” options, warrants and other rights or securities outstanding) as of the applicable date. Assessments of average fair market value will be determined mutually by Canopy Oak and Ron Gershoni (acting in his capacity as representative for the shareholders of Jetty), with any disagreement as to the average fair market value being resolved by an appraiser appointed by Canopy Oak and an appraiser appointed by Ron Gershoni (acting in his capacity as representative for the shareholders of Jetty) (and, if required, a third appraiser to be appointed by the initial two appraisers).

In addition, the terms of the Jetty Options require Canopy Oak to make a first deferred payment (the “First Deferred Payment”) and a second deferred payment (the “Second Deferred Payment**,**” and together with the First Deferred Payment, the “Jetty Deferred Payments”) for the periods between June 1, 2022 and May 31, 2023 (the “First Deferred Payment Period”) and between June 1, 2023 and May 31, 2024 (the “Second Deferred Payment Period”) in the event that: (a) in respect of the First Deferred Payment, (i) Jetty’s net revenue during the First Deferred Payment Period exceeds $25 million and (ii) Jetty’s realized gross margin during the First Deferred Payment Period is at least 38.5%; and (b) in respect of the Second Deferred Payment, (i) Jetty’s net revenue during the Second Deferred Payment Period exceeds $35 million and (ii) Jetty’s realized gross margin during the Second Deferred Payment Period is at least 38.5%. The Jetty Deferred Payments may be satisfied, at the option of Canopy Oak, in cash or in Shares, computed based on pre-determined contractual formula as follows:

It is anticipated that the Jetty Deferred Payments will be satisfied in Shares. Based on Jetty’s preliminary financial results during the First Deferred Payment Period, no First Deferred Payment was due. The exercise of the Jetty Options will result in the payment of a certain portion of the exercise price for the Jetty Options to an entity affiliated with the Trust. In accordance with the terms and conditions of the Amended and Restated Protection Agreement, a wholly owned subsidiary of Canopy will receive additional Non-Voting Shares from Canopy USA as consideration for any Shares issued as a result of the Jetty Deferred Payments.

See “Risk Factors Relating to the Amendment Proposal—The Company has not received audited financial statements with respect to Jetty.”

TerrAscend

If the Amendment Proposal is approved and CBG and Greenstar have converted their Shares into Exchangeable Shares, Canopy USA is expected to cause the limited partnerships to convert the TerrAscend Exchangeable Shares into common shares of TerrAscend. No cash consideration will be payable in connection with such conversion. In addition, Canopy USA is expected to cause the limited partnership to exercise the option to acquire 1,072,450 common shares of TerrAscend. In accordance with the terms of the option, Canopy USA is anticipated to pay the aggregate exercise price of C$1.00 in cash.

Cultiv8

If the Amendment Proposal is approved and CBG and Greenstar have converted their Shares into Exchangeable Shares, Canopy USA is expected to exercise the Cultiv8 Option. In accordance with the terms of the Cultiv8 Option, Canopy USA is anticipated to pay the aggregate exercise price of $1.00 in cash.

Canopy USA Capital Requirements

Currently, Canopy USA is a holding company with no external capital requirements and, on a consolidated basis, had approximately $21.5 million of cash and cash equivalents as of September 30, 2023. In the event that the Exchangeable Shares are not created or CBG and Greenstar do not convert their Shares into Exchangeable Shares, Canopy USA’s only capital requirement is to repay a nominal amount, being $25,000 above the purchase price, to the existing holder of the Canopy USA Common Shares, at which point, Canopy USA would become an indirect wholly-owned subsidiary of the Company.

If the Amendment Proposal is approved and CBG and Greenstar have converted their Shares into Exchangeable Shares, Canopy USA is expected to exercise the Wana Option, the Jetty Options, the Cultiv8 Option and the option to acquire 1,072,450 common shares of TerrAscend and to convert the TerrAscend Exchangeable Shares into common shares of TerrAscend. The aggregate cost of these actions is $5.00. The value of the TerrAscend Exchangeable Shares, assuming they are converted into common shares of TerrAscend, which are listed publicly on the Canadian Securities Exchange, is approximately C$ as of the date hereof.

If Canopy USA acquires Acreage, Wana and Jetty, it is anticipated that Canopy USA will be able to generate sufficient funds from operations without the necessity to raise additional debt or equity capital from third-parties. In the event that Canopy USA had acquired Acreage, Wana and Jetty as of September 30, 2023, Canopy USA, on a consolidated basis, would have had approximately $73.5 million of cash and cash equivalents.

In the event that additional funds are required, Canopy USA would be required to seek consent from the Company in accordance with the Amended and Restated Protection Agreement in order to issue additional equity securities or incur additional debt in excess of a specified threshold.

Purpose of the Creation of the Exchangeable Shares

Based on the advice of our legal advisors, we hold our interest in Canopy USA through Non-Voting Shares, and this transaction structure was intended to (i) permit us to remain able to represent that we comply with U.S. federal criminal law, particularly direct or indirect violations of Applicable Federal Law; and (ii) ensure that (a) we do not, directly or indirectly, violate Applicable Federal Law; (b) we will not directly violate U.S. federal law as we do not cultivate, distribute, sell, or possess cannabis in the United States; (c) we do not violate indirect federal law (such as aiding and abetting, conspiracy, or Racketeer Influenced and Corrupt Organizations (RICO) Act) because we do not control or profit from companies that cultivate, distribute, sell, or possess cannabis in the United States; and (d) we do not violate anti-money laundering laws because no funds will flow from entities that cultivate, distribute, sell, or possess cannabis in the United States to us. Nevertheless, as a result of the novelty associated with this structure whereby, on a pro forma basis, a wholly owned subsidiary of the Company currently owns more than 99% of the shares of Canopy USA and can convert its Non-Voting Shares into Canopy USA Class B Shares; provided that following the execution of the Amended and Restated Limited Liability Company Agreement, such conversion shall only be permitted following the Triggering Event Date. In that regard, we determined that it would be prudent to provide Shareholders, particularly institutional Shareholders, such as CBI, with the ability to self-assess compliance with Applicable Federal Law and, accordingly, the option to convert their Shares into Exchangeable Shares in order to provide Shareholders with a similar economic and voting barrier as Canopy has vis-à-vis Canopy USA in the event that certain Shareholders believe that Canopy violates Applicable Federal Law and would prefer to hold non-voting and non-participating Exchangeable Shares. In particular, certain institutions have prescribed investment criteria that they are required to abide by or contractual covenants to third-parties contained in credit agreements or other material contracts with which they have to comply. Given the nuance and complexity associated with international laws and regulations related to cannabis, certain institutional investors are either prohibited or significantly restricted from investing in or owning shares of certain, or in some instances, all, cannabis companies. The novelty of our ownership of the Non-Voting Shares of Canopy USA further complicates the decision-making and diligence process for these institutions and accordingly, our desire to create the Exchangeable Shares is to allow such Shareholders to retain a non-voting and non-participating interest in the Company that further insulates such Shareholders that may be uncertain of our compliance with Applicable Federal Law or at risk of violating certain investment criteria and/or contractual covenants from being forced to divest their Shares. CBI is one such Shareholder. In fact, in order to obtain the consent of the CBG Group for the creation of Canopy USA, the Company is required to hold a Shareholder meeting for Shareholders to consider and, if deemed advisable, pass, a special resolution approving the creation of the Exchangeable Shares pursuant to the terms of the Consent Agreement.

Potential Benefits of the Transaction and Recommendation of the Board

In reaching its conclusions and formulating its recommendations, the Board consulted with management and the Company’s legal and financial advisors. The Board considered a number of factors, including those listed below. The following is a summary of the principal reasons for the unanimous recommendation of the Board that Shareholders voteFOR the Amendment Proposal.

The Board also considered a variety of risks and other potentially negative factors including those matters described under the heading “Risk Factors Relating to the Amendment Proposal”. The Board believed that overall, the anticipated benefits to Canopy outweighed these risks and negative factors.

The information and factors described above and considered by the Board in reaching their determinations and recommendations are not intended to be exhaustive, but include material factors considered by the Board. In view of the wide variety of factors considered and the complexity of these matters, the Board did not find it practicable to, and therefore did not, quantify, rank or otherwise assign relative weights to these factors. In addition, individual members of the Board may have given different weight to different factors.

The Amendment Proposal

At the Meeting, the Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, the Amendment Proposal, the full text of which is set forth in Appendix A to this Proxy

Statement, authorizing and approving the amendment to the Articles in order to: (i) create and authorize the issuance of an unlimited number of Exchangeable Shares; and (ii) restate the rights of the Shares to provide for a conversion feature whereby each Share may at any time, at the option of the holder, be converted into one Exchangeable Share. Upon creation of the Exchangeable Shares, the Company will have two classes of shares outstanding; the Shares and the Exchangeable Shares.

The following summarizes the terms of the Shares and Exchangeable Shares following the amendment of the Articles. The following description of the share terms is qualified in its entirety by reference to the full text of the proposed share terms, which is set forth in Appendix B to this Proxy Statement.

Subject to the provisions of the CBCA, the special rights and restrictions attached to the Shares or Exchangeable Shares may be modified if the amendment is authorized by not less than 662/3% of the votes cast at a meeting of holders of all such shares duly held for that purpose. However, if the holders of Shares, as a class, or the holders of Exchangeable Shares, as a class, are to be affected in a manner materially different from any other classes of such shares, the amendment must, in addition, be authorized by not less than 662/3% of the votes cast at a meeting of the holders of the class of shares which is affected differently.

Shares

The holders of the Shares will be entitled to receive notice of and to attend and will be entitled to one vote at any meeting of the Shareholders of the Company for each Share held. The holders of the Shares will be entitled to receive dividends as and when the directors in their discretion declare dividends on the Shares and pay the same. The holders of the Shares will be entitled to receive the remaining property of the Company in the event of any liquidation, dissolution orwinding-up of the Company, whether voluntary or involuntary, or other distribution of assets of the Company among its Shareholders for the purpose ofwinding-up its affairs. No subdivision or consolidation of the Shares may be carried out unless, at the same time, the Exchangeable Shares are subdivided or consolidated in a manner so as to preserve the relative rights of the holders of each class of securities. Each issued and outstanding Share may at any time, at the option of the holder, be converted into one Exchangeable Share.

Exchangeable Shares

The holders of Exchangeable Shares will not be entitled to receive notice of, attend, or vote at meetings of the shareholders of the Company; provided that the holders of Exchangeable Shares will, however, be entitled to receive notice of meetings of shareholders called for the purpose of authorizing the dissolution of the Company or the sale of its undertaking or assets, or a substantial part thereof, but holders of Exchangeable Shares will not be entitled to vote at such meetings. The holders of Exchangeable Shares will not be entitled to receive any dividends. In the event of the dissolution, liquidation orwinding-up of the Company or any other distribution of assets of the Company among its shareholders for the purpose ofwinding-up its affairs, the holders of Exchangeable Shares will not be entitled to receive any amount, property or assets of the Company. Each issued and outstanding Exchangeable Share may, at any time, at the option of the holder, be exchanged for one Share.

Upon any consolidation, amalgamation, arrangement, merger, redemption, compulsory acquisition or similar transaction of or involving the Common Shares, or a sale or conveyance of all or substantially all the assets of the Corporation to any other body corporate, trust, partnership or other entity (each, a “Change of Control”), each Exchangeable Share that is outstanding on the effective date of such Change of Control will remain outstanding and, upon the exchange of such Exchangeable Share thereafter, will be entitled to receive and will accept, in lieu of the number of Shares that the holder thereof would have been entitled to receive prior to such effective date, the number of shares or other securities or property (including cash) that such holder would have been entitled to receive on such Change of Control, if, on the effective date of such Change of Control, the holder had been the registered holder of the number of Shares which it was entitled to acquire upon the exchange of the Exchangeable Share as of such date (the “Adjusted Exchange Consideration”); provided that, in the event the Exchangeable Shares are to an other entity that are substantially similar to the terms of the Exchangeable Shares (the “Alternative Exchangeable Security”), as determined by the Board, acting reasonably, using the same exchange ratio as is applicable for the Shares in connection with the Change of Control, then in such circumstances, each Exchangeable Share that is outstanding on the effective date of a Change of Control will be exchanged for the Alternative Exchangeable Security.

The Exchangeable Shares are expected to be issued electronically in book-entry form only. While holders of Exchangeable Shares will be permitted to freely sell or transfer the Exchangeable Shares (provided the Shares that were converted into Exchangeable Shares were not “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act), the Company does not expect that an active or liquid trading market for the Exchangeable Shares will develop or be sustained. To the extent a holder of Shares that are “restricted securities” converts those Shares into Exchangeable Shares, those Exchangeable Shares will also be “restricted securities,” which can only be sold pursuant to a registration statement under the Securities Act or an exemption from the registration provisions of the Securities Act. Please see the disclosure under the heading “Risk Factors Relating to the Amendment Proposal” in particular, under the heading “The Exchangeable Shares have different rights from the Shares and there may never be a trading market for the Exchangeable Shares.” The Exchangeable Shares are not expected to be listed on a stock exchange or over-the-counter market.

If the Adjusted Exchange Consideration includes cash, then the Company will, or will cause the other body corporate, trust, partnership or other entity resulting from or party to such Change of Control to, deposit with an escrow agent appointed by the Company on the closing date of the Change of Control the aggregate cash that would be payable to holders of Exchangeable Shares if all of the outstanding Exchangeable Shares were exchanged immediately prior to the Change of Control. All such funds will be held by the escrow agent in a segregated interest-bearing account for the benefit of the holders of Exchangeable Shares, and will solely be used to satisfy the cash portion of the Adjusted Exchange Consideration upon exchanges of Exchangeable Shares into Shares from time to time (with holders of Exchangeable Shares being entitled to any accumulated interest on the funds from the date of initial deposit to and including the Business Day immediately preceding the date of exchange, on a pro rata basis).

If, in connection with a Change of Control, a holder of a Share may elect a form of consideration (including, without limitation, shares, other securities, cash or other property) from options made available, then all holders of Exchangeable Shares will be deemed to have elected to receive an equal percentage of each of the different types of consideration offered, unless otherwise agreed in writing by such holder of Exchangeable Shares in accordance with the terms of the transaction and prior to any applicable election deadline; provided that if the option made available is between two securities, one of which is an Alternative Exchangeable Security, then all holders of Exchangeable Shares will be deemed to have elected to receive solely Alternative Exchangeable Securities. In such case, the Adjusted Exchange Consideration will equal the consideration that a holder of Shares making an election on the terms set forth in the preceding sentence would have received in the transaction.

No subdivision or consolidation of the Exchangeable Shares may be carried out unless, at the same time, the Shares are subdivided or consolidated in a manner so as to preserve the relative rights of the holders of each class of securities.

Required Vote

You may select “For”, “Against” or “Abstain” with respect to the Amendment Proposal. The affirmative vote of 662/3% of the votes cast, in person or by proxy, will constitute approval of the Amendment Proposal. Brokernon-votes, if any, and abstentions will not be counted as votes cast and will have no effect on the outcome of the voting on this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE**“FOR”**** THE AMENDMENT PROPOSAL**. Unless otherwise instructed, the persons designated in the enclosed proxy form intend to vote “FOR” the Amendment Proposal.

It is a condition precedent to the creation of the Exchangeable Shares that the Shareholders approve the Amendment Proposal. If the Amendment Proposal does not receive the requisite approval, the Exchangeable Shares will not be created. In the event that the Exchangeable Shares are not created or CBG and Greenstar do not convert their Shares into Exchangeable Shares, Canopy USA will not be permitted to exercise the rights to acquire shares of Acreage, Wana or Jetty and the Floating Share Arrangement Agreement will be terminated. In such circumstances, Canopy will retain its option to acquire the Fixed Shares** **under the Amended Acreage Arrangement and Canopy USA will continue to hold an option to acquire Wana and Jetty as well as exchangeable shares, warrants and options to acquire common shares in the capital of TerrAscend. In addition, the Amended and Restated Limited Liability Company Agreement will not be entered into and the Company is contractually required pursuant to the terms of the Consent Agreement, to convert the Non-Voting Shares into Canopy USA Class B Shares and cause Canopy USA to repurchase all of the Canopy USA Common Shares held by third parties in the event that the Consent Agreement is terminated, which will occur if CBG and Greenstar have not converted their Shares into Exchangeable Shares by 60 days after the Meeting. Canopy USA has the right to repurchase any Voting Shares held by the Trust on or before the earlier of Canopy USA’s acquisition of Acreage, Wana or Jetty in exchange for the amount paid by the Trust for such Voting Shares and any repurchase following the 60 month anniversary of the T1 Closing Date pursuant to the Trust SPA will be at a price per Voting Share equal to the fair market value as determined by an appraiser appointed by Canopy USA.

Voting and Support Agreement

On October 24, 2022, CBG and Greenstar entered into a voting and support agreement with the Company (the “Voting and Support Agreement”). The following description of the Voting and Support Agreement is qualified in its entirety by reference to the full text of the Voting and Support Agreement, which is attached as Schedule A to the Consent Agreement, which will be filed with the Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.ca and with the United States Securities and Exchange Commission through EDGAR at www.sec.gov/edgar.

Pursuant to the terms of the Voting and Support Agreement, CBG and Greenstar agreed, subject to the terms and conditions thereof, among other things, to vote all of the Shares beneficially owned, directed or controlled, directly or indirectly, by them (the “Subject Shares”) for the Amendment Proposal. For greater certainty, the term Subject Shares includes all of the Shares that are acquired or controlled, directly or indirectly, before the Record Date.

Except as otherwise noted in the Voting and Support Agreement, CBG and Greenstar covenanted and agreed that they will vote (or cause to be voted) all Subject Shares for the Amendment Proposal.

As of the Record Date, CBG and Greenstar, collectively, beneficially owned, or exercised control or direction over, an aggregate of 17,149,925 Shares representing approximately 18.8% of the issued and outstanding Shares.

Risk Factors Relating to the Amendment Proposal

In assessing the resolution approving the Amendment Proposal, Shareholders should carefully consider the risks described below. Shareholders should also carefully consider the risks described under the heading “Risk Factors” in Canopy’s annual report on Form 10-K for the fiscal year ended March 31, 2023 as updated by the risks described under the heading “Risk Factors” in Canopy’s subsequently filed quarterly reports on Form 10-Q all as filed with the SEC through EDGAR at www.sec.gov/edgar and with the Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.ca, which risk factors are incorporated herein by reference. Readers are cautioned that such risk factors are not exhaustive and additional risks and uncertainties, including those currently unknown or considered immaterial to the Company may also adversely affect the Company.

Cannabis is a controlled substance in the United States and therefore subject to the Controlled Substances Act.

We are indirectly involved in ancillary activities related to the cannabis industry in jurisdictions in the United States where local state law permits such activities and, by virtue of, among other transactions, the Amended Acreage Arrangement, the Floating Share Arrangement, the Wana Option, the Jetty Options, the Cultiv8 Option, the Strix Warrant and our holding of securities in the capital of TerrAscend, we may be indirectly associated with the cultivation, processing or distribution of cannabis in the United States. In the United States, cannabis is regulated at both the federal and state levels. To our knowledge, there are to date approximately 40 states, and the District of Columbia, that have now legalized cannabis in some form, including California, Nevada, New York, New Jersey, Washington and Florida. Although several states allow the sale of cannabis at the state level, cannabis continues to be categorized as a controlled substance under the Controlled Substances Act (the “CSA”)** **and, as such, cultivation, distribution, sale and possession of cannabis violates federal law in the United States. The inconsistency between federal and state laws and regulations may result in a loss of the value of our investments and alliances in these businesses.

While state regulation in certain U.S. states may take a permissive approach to medical and/or adult-use of cannabis, the CSA may still be enforced by U.S. federal law enforcement officials against individuals and companies operating in those states for activity that is legal under state law. If the United States Department of Justice opted to pursue a policy of aggressively enforcing U.S. federal law against financiers or equity owners of cannabis-related businesses, then Acreage, TerrAscend, Wana and Jetty, for instance, could face (i) seizure of their cash and other assets used to support or derived from their business activities; and/or (ii) the arrest of its employees, directors, officers, managers and/or investors, who could face charges of ancillary criminal violations of the CSA for aiding and abetting and conspiring to violate the CSA by virtue of providing financial support to state-licensed or permitted cultivators, processors, distributors, and/or retailers of cannabis.

Based on the advice of our legal advisors, the transaction structure was intended to (i) permit us to remain able to represent that we comply with U.S. federal criminal law, particularly direct or indirect violations of the Controlled Substances Act; and (ii) ensure that (a) we do not, directly or indirectly, violate Applicable Federal Law; (b) we will not directly violate U.S. federal law as we do not cultivate, distribute, sell, or possess cannabis in the United States; (c) we do not violate indirect federal law (such as aiding and abetting, conspiracy, or Racketeer Influenced and Corrupt Organizations (RICO) Act) because we do not control or profit from companies that cultivate, distribute, sell, or possess cannabis in the United States; and (d) we do not violate anti-money laundering laws because no funds will flow from entities that cultivate, distribute, sell, or possess cannabis in the United States to us. In particular, based on the advice of our legal advisors, this will not be impacted in the event that Canopy USA acquires Acreage, Wana or Jetty, exercises the Cultiv8 Option or converts the TerrAscend Exchangeable Shares into common shares of TerrAscend. While we believe, based on the advice of our legal advisors, that we currently comply, and will continue to comply (in the event that Canopy USA acquires Acreage, Wana or Jetty, exercises the Cultiv8 Option or converts the TerrAscend Exchangeable Shares into common shares of TerrAscend), with all applicable laws and regulations, there is a risk that our interpretation of laws, regulations, and guidelines, may differ from those of others, including those of shareholders, government authorities, securities regulators, and stock exchanges. In the event of an aggressive enforcement policy, the United States Department of Justice could allege that we and the Board, and potentially our Shareholders, “aided and abetted” violations of U.S. federal law as a result of the Amended Acreage Arrangement, the Floating Share Arrangement, the Wana Option, the Jetty Options, the Cultiv8 Option, the Strix Warrant or other transactions involving us. In these circumstances, we may lose our entire investment and directors, officers and/or our Shareholders may be required to defend any criminal charges against them at their own expense and, if convicted, be sent to federal prison. Conversely, in the event Canopy USA acquires Acreage, Wana or Jetty, exercises the Cultiv8 Option or converts the TerrAscend Exchangeable Shares into common shares of TerrAscend prior to federal permissibility of cannabis in the U.S., Canopy USA will not be in compliance with Applicable Federal Laws; however, based on the advice of our legal advisors, we do not believe this will have a material adverse effect on us if we continue to hold the Non-Voting Shares.

Violations of any federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings initiated by either the federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities or divestiture. This could have a material adverse effect on us, including our reputation and ability to conduct business, the listing of our securities on the TSX, Nasdaq or other exchanges, our financial position, operating results, profitability or liquidity or the market price of our listed securities. Overall, an investor’s contribution to and involvement in our activities may result in federal civil and/or criminal prosecution, including forfeiture of his or her entire investment.

We are subject to certain restrictions of the TSX and Nasdaq, which may constrain our ability to expand our business in the United States.

Our Shares are currently listed on the TSX and Nasdaq, and accordingly, so long as we choose to continue to be listed on these exchanges, we must comply with the TSX and Nasdaq requirements or guidelines when conducting business, especially when pursuing opportunities in the United States.

On October 16, 2017, the TSX provided clarity regarding the application of the TSX Requirements to TSX-listed issuers with business activities in the cannabis sector. In the TSX Staff Notice, the TSX notes that issuers with ongoing business activities that violate U.S. federal law regarding cannabis are not in compliance with the TSX Requirements. The TSX reminded issuers that, among other things, should the TSX find that a listed issuer is engaging in activities contrary to the TSX Requirements, the TSX has the discretion to initiate a delisting review. Although we believe that we currently comply with all applicable laws and regulations, including the TSX Requirements, there is a risk that our interpretation may differ from the TSX and failure to comply with the TSX Requirements could result in a delisting of our Shares from the TSX or the denial of an application for certain approvals, such as to have additional securities listed on the TSX, which could have a material adverse effect on the trading price of our Shares and could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

While Nasdaq has not issued official rules specific to the cannabis or hemp industry, stock exchanges in the United States, including Nasdaq, have historically refused to list certain cannabis related businesses, including cannabis retailers, that operate primarily in the United States. Failure to comply with any requirements imposed by Nasdaq could result in the delisting of our Shares from Nasdaq or denial of any application to have additional securities listed on Nasdaq, which could have a material adverse effect on the trading price of our Shares.

Federal law in the United States may impose restrictions on our ability to bank with certain institutions, repatriate funds to Canada or pay dividends to Shareholders.

The U.S. federal prohibitions on the sale of cannabis may result in us or Canopy USA being restricted from accessing the U.S. banking system, and we or Canopy USA may be unable to deposit funds in federally insured and licensed banking institutions. Banking restrictions could be imposed due to institutions not accepting payments and deposits. We are, and Canopy USA will be upon exercise of any of the Jetty Options, Wana Option or Acreage Option, at risk that any of our and Canopy USA’s bank accounts could be closed at any time. Such risks increase our costs and the ability to handle any revenue received. In addition, activities in the United States, and any proceeds thereof, may be considered proceeds of crime due to the fact that cannabis remains federally illegal in the U.S.This may restrict our ability to declare or pay dividends, effect other distributions or subsequently repatriate such funds back to Canada.

We may be subject to heightened scrutiny by regulatory authorities.

Any future investments, joint ventures or operations in the United States, may become the subject of heightened scrutiny by regulators, stock exchanges and other authorities in Canada and/or the United States. As a result, we may be subject to significant direct and indirect interaction with public officials. There can be no assurance that this heightened scrutiny will not in turn lead to the imposition of certain restrictions on our ability to invest in the United States or any other jurisdiction, in addition to those described herein.

The anticipated benefits of the strategy involving Canopy USA may not be realized.

Achieving the benefits anticipated through Canopy USA depends in part on the ability of Canopy USA to effectively capitalize on its scale, to realize the anticipated capital and operating synergies, to profitably sequence the growth prospects and to maximize the potential of its growth opportunities. The ability to realize these benefits from the acquisitions of Acreage, Wana and Jetty by Canopy USA will depend, in part, on successfully consolidating certain functions and integrating operations, procedures and personnel in a timely and efficient manner, as well as on Canopy USA’s ability to realize the anticipated growth opportunities and synergies. The integration of Acreage, Wana and Jetty by Canopy USA will require the dedication of substantial effort, time and resources on the part of Canopy USA’s management which may divert management’s focus and resources from other strategic opportunities available to Canopy USA and from operational matters during this process. In addition, the integration process could result in disruption of existing relationships with suppliers, employees, customers and other constituencies of each company. There can be no assurance that Canopy USA’s management will be able to integrate the operations of each of the businesses successfully or achieve any of the synergies or other benefits that are anticipated.

Operational and strategic decisions with respect to the integration of Acreage, Wana and Jetty have not yet been made and may present challenges. It is possible that the integration process could result in the loss of key employees, the disruption of the respective ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the ability of management to maintain relationships with clients, suppliers, employees or to achieve the anticipated benefits. The performance of Canopy USA could be adversely affected if Canopy USA cannot retain key employees. As a result of these factors, it is possible that certain benefits expected from the formation of Canopy USA may not be realized. Any inability of Canopy USA’s management to successfully integrate the operations could have a material adverse effect on the business, financial condition and results of operations of Canopy USA and, ultimately, our business.

Canopy USA may divert the attention of our management, impact our ability to attract or retain key personnel or impact third party business relationships.

The attention of our management may be diverted from theday-to-day operations of Canopy in connection with the transactions that may be entered into between us and Canopy USA. These disruptions could be exacerbated by delays in completing certain transactions and could result in lost opportunities or negative impacts on performance, which could have a material and adverse effect on our current and future business, operations, financial condition and results of operations or prospects. As a result of the uncertainty, certain of our officers and employees may experience uncertainty about their future roles, which may adversely affect our ability to attract or retain key management and personnel.

In addition, third parties with which we currently have business relationships, including banks, industry partners, customers and suppliers, may experience uncertainty associated with our U.S. strategy, including with respect to maintaining current or future relationships with us. While we believe, based on the advice of our legal advisors, that we currently comply with all applicable laws and regulations and that we will remain in compliance in the event that Canopy USA acquires Acreage, Wana or Jetty, exercises the Cultiv8 Option or converts the TerrAscend Exchangeable Shares into common shares of TerrAscend, there is a risk that our interpretation of laws, regulations, and guidelines, may differ from those of others, including those of our banks, industry partners, customers and suppliers. Such uncertainty could have a material and adverse effect on our current and future business, operations, results of operations, financial condition and prospects.

Certain of our directors, officers and employees may have interests that may be different from those of our Shareholders.

In considering the unanimous recommendation of the Board to vote in favor of the resolution to approve the Amendment Proposal, Shareholders should be aware that certain members of our executive leadership team and the Board have interests in connection with the Amendment Proposal that differ from, or are in addition to, those of Shareholders generally and may present them with actual or potential conflicts of interest in connection with the Amendment Proposal. For example, two of our current directors are executive officers of CBI and a third is also a CBI director. Each of these three Canopy directors was designated by CBI pursuant to the Investor Rights Agreement. In addition, CBI has indicated its current intention to convert its current holdings of Shares into Exchangeable Shares, conditional upon the approval of the Amendment Proposal. The Board was aware of, and considered, these interests when it determined to unanimously recommend that Shareholders vote in favor of the resolution to approve the Amendment Proposal.

The failure to approve the Amendment Proposal could negatively impact us and our future operations, financial condition and prospects.

The resolution to approve the Amendment Proposal requires approval by 662⁄3% of the votes cast by the Shareholders present in person or represented by proxy at the Meeting. There can be no certainty, nor can we provide any assurance, that the required Shareholder approval will be obtained. If the Amendment Proposal is not approved, the Floating Share Arrangement will not be completed and the Acreage Option, Wana Option and Jetty Options will not be exercised on the anticipated timeline. In addition, the Amended and Restated Limited Liability Company Agreement will not be entered into and the Company is contractually required pursuant to the terms of the Consent Agreement, to convert the Non-Voting Shares into Canopy USA Class B Shares and cause Canopy USA to repurchase all of the Canopy USA Common Shares held by third parties in the event that the Consent Agreement is terminated, which will occur if CBG and Greenstar have not converted their Shares into Exchangeable Shares by 60 days after the Meeting. Canopy USA has the right to repurchase any Voting Shares held by the Trust on or before the earlier of Canopy USA’s acquisition of Jetty, Wana or Acreage in exchange for the amount paid by the Trust for such Voting Shares and any repurchase following the 60 month anniversary of the T1 Closing Date pursuant to the Trust SPA will be at a price per Voting Share equal to the fair market value as determined by an appraiser appointed by Canopy USA. There are risks that the dedication of substantial resources by our management to the completion of these transactions could have a negative impact on our current business relationships (including with current and prospective employees, customers, distributors, suppliers and partners) and could have a material adverse effect on our current and future business, operations, results of operations, financial condition and prospects. In addition, failure to approve the Amendment Proposal for any reason could materially and negatively impact the market price of our Shares.

There can be no certainty that all conditions to the Floating Share Arrangement and the amended Acreage Arrangement Agreement (as defined below) will be satisfied or waived, including, in the case of the Floating Share Arrangement, obtaining approval of the Amendment Proposal by the Exercise Outside Date, which may result in the acquisition of Acreage not being completed

There can be no certainty, nor can the Company provide any assurance, that all conditions precedent contained in the Floating Share Arrangement Agreement and the amended Acreage Arrangement Agreement will be satisfied or waived, including that the current Exercise Outside Date of March 31, 2024 is extended or in the event of a default pursuant to the Acreage Debt. In addition, the Floating Share Arrangement is subject to certain conditions precedent which, among other things, includes the receipt of approval from the Shareholders on the Amendment Proposal by the Exercise Outside Date. There can be no certainty, nor can the Company provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied. If such conditions precedent are not satisfied, it may result in the acquisition of Acreage not being completed.

Acreage’s financial statements express doubt about its ability to continue as a going concern.

Acreage’s publicly available financial statements as of and for three and nine months ended September 30, 2023 filed with the SEC on November 14, 2023 (“Acreage’s** September 30, 2023 Interim Financial Statements**”) express doubt about Acreage’s ability to continue as a going concern. In particular, Acreage’s September 30, 2023 Interim Financial Statements state: “[Acreage] had an accumulated deficit as of September 30, 2023, as well as a net loss and negative cash flow from operating activities for the nine months ended September 30, 2023. Additionally, subsequent to quarter end the Company was temporarily in default of the [Acreage Hemp Loan, pursuant to which a subsidiary of Acreage owed approximately $46.8 million to a subsidiary of Canopy as of September 30, 2023] . . . These factors raise substantial doubt about [Acreage]’s ability to continue as a going concern for at least one year from the issuance of these financial statements.” In the event that Acreage is unable to continue as a going concern, the Amended Acreage Arrangement and the Floating Share Arrangement may not be completed. In the event that the Amended Acreage Arrangement and the Floating Share Arrangement are completed and Acreage is unable to continue as a going concern, this would have a negative impact on Canopy USA’s business, financial results and operations and have an adverse impact on the Company’s United States strategy, and, ultimately, the Company’s financial results and operations.

In view of the foregoing, Acreage’s continuation as a going concern is dependent upon its continued operations, which in turn is dependent upon, among other things, Acreage’s ability to meet its financial requirements. There is no assurance that Acreage will be successful in its plans to fund its operations and debt obligations as they become due and payable. Accordingly, in the event Acreage cannot satisfy its debt obligations as they become due, Canopy may lose the Option Premium. In addition, Acreage may be required to terminate or significantly curtail its operations or enter into arrangements with third parties that may require Acreage to relinquish rights to certain aspects of its business and/or dispose of certain assets, which may ultimately result in Acreage not being able to satisfy the conditions in the Amended Acreage Arrangement and the Floating Share Arrangement and the acquisition of Acreage not being completed.

The Trust’s ownership interest in Canopy USA is currently not quantifiable and the Trust may have significant ownership and influence over Canopy USA upon completion of the Trust Transaction

In connection with the Trust Transaction, the Trust will, subject to the terms and conditions of the Trust SPA, be issued (i) the T1 Canopy USA Common Shares and the T1 Canopy USA Warrants pursuant to the T1 Investment (ii) the T2 Canopy USA Common Shares and the T2 Canopy USA Warrants in accordance with the terms of either the T2 Investment, the T2 EoD Option, the T2 Notice Option or the T2 Option; (iii) the T3 Canopy USA Voting Shares and T3 Canopy USA Warrants in accordance with the terms of the Canopy USA T3 Option; and (iv) the T4 Canopy USA Voting Shares in accordance with the Canopy USA T4 Option, with a total aggregate value of up to $20 million. In accordance with the Trust SPA, the purchase price will be determined by a future fair market valuation and accordingly, the number of shares of Canopy USA to be issued to the Trust pursuant to the terms of the Trust SPA is currently not known and is not quantifiable as of the date hereof. Upon completion of the Trust Transaction, the Trust may hold a significant ownership interest in Canopy USA and as a result, shareholders of Canopy USA, including Canopy, may be significantly diluted following the completion of the Trust Transaction. Further, if the Trust holds a significant ownership interest in Canopy USA, the Trust will be in a position to exercise significant influence over matters requiring Canopy USA shareholder approval, subject to the terms of the Amended and Restated Protection Agreement. In addition, pursuant to the Amended and Restated Limited Liability Company Agreement, the Trust has the right to designate the Trust Nominee for appointment to the Canopy USA board of managers so long as the Trust holds at least 4.4% of the issued and outstanding Canopy USA Common Shares and with the other Class A Nominee, will have approval rights over Key Decisions. There can be no assurance that the Trust’s interests will align with the interests of Canopy or other shareholders of Canopy USA.

The Company is unable to control Canopy USA.

By virtue of the Company holding Non-Voting Shares and the implementation of the Structural Amendments, the Company is unable to control Canopy USA. In these circumstances, the Company will not have the power to control, direct or exercise decisive influence over Canopy USA. There are no guarantees that Canopy USA’s interests will align with the interests of the Company or the interests of its Shareholders. As a result, Canopy USA’s board of managers could take actions that are contrary to the interests of the Company or its Shareholders, including preventing Canopy USA from entering into transactions that could be beneficial to the Company or its Shareholders.

The Company has not received audited financial statements with respect to Jetty.

The current financial information regarding Jetty that management has reviewed was prepared from Jetty’s internal management accounts. These internal management accounts and other information provided by Jetty has not been audited, reviewed, compiled, examined or subject to any procedures by an independent public accountant, and Canopy has not independently verified the management accounts or the related financial information provided by Jetty. In addition, actual results for such periods may not be indicative of future results.

While the Company understands that Jetty is working to produce audited financial statements, the Company has not received such audited financial statements to date. These audited financial statements may include financial results that are different than or less positive than the unaudited financial information for Jetty that has been provided to the Company.

The Exchangeable Shares have different rights from the Shares and there may never be a trading market for the Exchangeable Shares.

If the Amendment Proposal is approved, Shareholders will have the option to convert their Shares into Exchangeable Shares. There are important differences between the rights of the Shares and the Exchangeable Shares. While each Exchangeable Share is convertible into a Share, the Exchangeable Shares will not carry voting rights, rights to receive dividends or other rights upon dissolution. For example, holders of Exchangeable Shares will not be able to exercise voting rights at meetings of Shareholders and will not receive distributions if dividends are declared by our Board. The differences between the rights of holders of the Exchangeable Shares and Shares are significant and may materially and adversely affect the market value of your investment.

Presently, there are no plans to list the Exchangeable Shares on a securities exchange or in theover-the-counter market, and there is not expected to be a market for trading of the Exchangeable Shares. Thus, persons holding Exchangeable Shares will likely have no ability to sell their Exchangeable Shares and will likely have to exchange them for Shares in order to have any liquidity.

The trading price of our Shares cannot be guaranteed and may be volatile due to various market-related and other factors.

Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Securities of companies in the cannabis industry have experienced substantial volatility often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include global economic developments and market perceptions of the industry. There can be no assurance that continuing fluctuations in price will not occur. The market price of the Shares is also likely to be affected by changes in our financial condition or results of operations. Other factors unrelated to our performance that may have an effect on the price of our Shares include: (a) current events affecting the economic situation in Canada, the United States and internationally; (b) trends in the cannabis industry; (c) regulatory and/or government actions, rulings or policies; (d) changes in financial estimates and recommendations by securities analysts or rating agencies; (e) acquisitions and financings;

(f) quarterly variations in operating results; (g) the operating and share price performance of other companies, including those that investors may deem comparable; and (g) the issuance of additional equity securities or the perception that such issuance may occur.