Canopy Growth Corporation (“Canopy Growth” or the “Company“) (TSX: WEED) (NASDAQ: CGC) today announced that the Company has filed an early warning report under National Instrument 62-103 in connection with the acquisition of an option (the “Option“) to purchase 1,072,450 common shares (the “Common Shares“) of TerrAscend Corp. (“TerrAscend“), conditional upon the occurrence or waiver of amendments to federal laws of the United States 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“). Upon the occurrence or waiver of the Triggering Event, the Company may exercise the Option and pay the balance of the purchase price in order to acquire the Common Shares subject to the Option.

On January 13, 2021, the Company entered into an agreement with an existing shareholder of TerrAscend to acquire the Option for aggregate consideration of approximately US$10.5 million. The acquisition of the Option resulted in an increase in the Company’s interest in the Common Shares of approximately 0.7% on a partially diluted basis. In addition, since the previous early warning report filed by the Company, the Company has acquired beneficial ownership, control or direction over 22,474,130 Common Share purchase warrants (together with the acquisition of the Option, the “Acquisitions“), representing an increase in the Company’s interest in the Common Shares of approximately 10.9% on a partially diluted basis.

Immediately prior to the Acquisitions, the Company beneficially owned, and exercised control or direction over, 38,890,570 exchangeable shares (the “Exchangeable Shares“) of TerrAscend, representing 100% of the issued and outstanding Exchangeable Shares on a non-diluted basis and approximately 29% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of the Exchangeable Shares into Common Shares following the occurrence or waiver of the Triggering Event.

Immediately following the Acquisitions, the Company beneficially owns, and exercises control or direction over, 38,890,570 Exchangeable Shares, an aggregate of 22,474,130 Common Share purchase warrants and is deemed to own an aggregate of 1,072,450 Common Shares that are subject to the Option, representing 100% of the issued and outstanding Exchangeable Shares on a non-diluted basis and approximately 39.9% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of the Exchangeable Shares into Common Shares and the exercise of the warrants and the Option held by the Company.

Assuming the conversion of all proportionate voting shares of TerrAscend and the Exchangeable Shares into Common Shares and the exercise of the warrants and the Option held by the Company following the occurrence or waiver of the Triggering Event, the Company would beneficially own, and exercise control or direction over approximately 26.8% of the issued and outstanding Common Shares.

While the Company currently has no immediate plans or intentions with respect to the securities of TerrAscend, depending on regulatory changes, market conditions, general economic and industry conditions, trading prices, TerrAscend’s business, financial condition and prospects and/or other relevant factors, the Company may develop such plans or intentions in the future and, at such time, may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the securities of TerrAscend.

A copy of the early warning report filed by the Company will be available under TerrAscend’s profile on SEDAR at www.sedar.com or by contacting the Company at 855 558-9333. The Company’s head office is located at 1 Hershey Drive, Smith Falls, Ontario, K7A 0A8 and TerrAscend’s head office is located at P.O. Box 43125, Mississauga, Ontario L5B 4A7.